Exhibit 4.2 



XL Capital Ltd

Extract of the Minutes of a Meeting of 

a Committee of the Board of Directors pursuant to Article 75

 of the Company’s Articles of
Association held on March 12, 2007


1. Background


At a meeting
held on February 23, 2007 the Board of Directors (the “Board of Directors”) of
XL Capital Ltd (the “Company”) (i) resolved that the Company issue and sell
(the “Issuance”), on or before July 1, 2007, in an underwritten public
offering, one or more series of non-cumulative Preference Ordinary Shares, par
value $0.01 per share (the “Preference Ordinary Shares”), upon the terms
approved by a Committee (the “Committee”) appointed pursuant to Article 75 of
the Company’s Articles of Association comprising the Attorneys (as defined
below) on behalf of the Board of Directors, (ii) resolved that the Company
execute and deliver a replacement capital covenant for the benefit of persons
holding certain series of the Company’s long-term indebtedness prohibiting the
Company from redeeming or repurchasing such Preference Ordinary Shares other
than in accordance with such replacement capital covenant (the “Replacement
Capital Covenant”) in the form presented at such meeting with such changes
thereto as approved by the Committee comprised of the Attorneys on behalf of
the Board of Directors and (iii) resolved that the Company issue a power of
attorney in favor of the members of the Committee being Brian M. O’Hara,
President and Chief Executive Officer of the Company, Michael P. Esposito, Chairman
of the Board of Directors of the Company, and Herbert Haag, a director of the
Company (the “Power of Attorney”), appointing each such individual as the
attorney-in-fact (each an “Attorney” and together the “Attorneys”) of the
Company, among other things, (a) to determine the amount of and the rights and
preferences as to one or more series of Preference Ordinary Shares and (b) to
agree, in connection with the Issuance, to the terms and conditions of and
execute under hand or seal (as appropriate) each of the Replacement Capital
Covenant, an underwriting agreement by and among the Company and the representatives
of the several underwriters named therein (the “Underwriting Agreement”), and
any other documents, agreements, contracts, instruments and certificates to
which the Company is a party or is affected, considered by any such Attorney to
be necessary, desirable or advisable to complete the transactions in connection
with the Issuance.


It was stated
that the purpose of the meeting (the “Meeting”) was for the Committee, on
behalf of the Board of Directors, to consider approving (i) the issuance
of the Fixed/Floating Series E Perpetual Non-Cumulative Preference
Ordinary Shares, liquidation preference US$1,000 per share (the “Series E
Preference Ordinary Shares”), which may be issued pursuant to the Underwriting
Agreement between the Company and J.P. Morgan Securities Inc., Citigroup Global
Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
representatives of the several underwriters named therein, (ii) the execution and
delivery of the Replacement Capital Covenant, (iii) the execution and
delivery of the Underwriting Agreement and (iv) such other matters as they deem
necessary, desirable or advisable to complete the transactions in connection
with the Issuance. The Series E Preference Ordinary Shares will be issued
pursuant to a prospectus supplement (the “Prospectus Supplement”) to the
prospectus (the “Base Prospectus”) filed with the Securities and Exchange
Commission (the “Commission”) as part of the Company’s registration Statement
on Form S-3 ASR, File No. 333-130036 (the “Registration Statement”) under the 






Securities Act
of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder.


There were
circulated and described as to their provisions at the Meeting the following
documents:


	
 

	
 

	
 


	
 

	
(i)

	
the
  Underwriting Agreement;


	
 

	
 

	
 


	
 

	
(ii)

	
the
  Replacement Capital Covenant;


	
 

	
 

	
 


	
 

	
(iii)

	
the
  preliminary Prospectus Supplement (the “Preliminary Prospectus Supplement”)
  and Base Prospectus; and


	
 

	
 

	
 


	
 

	
(iv)

	
the executed
  Power of Attorney.





The above
documents are hereinafter collectively referred to as the “Documents.” The
transactions described in and contemplated by the Documents are hereinafter
collectively referred to as the “Transactions.”


Mr. Michael
Mathisen made a presentation to the Committee regarding management’s
recommendations with respect to the issuance and sale of the Series E
Preference Ordinary Shares and the entry by the Company into the Transactions.


Following the
presentation, the Committee discussed the proposals and the Transactions,
including the relevant legal, tax, accounting and regulatory implications
thereof.


2. Resolutions


After full and
careful consideration of the terms of the Documents and the Transactions as
contemplated thereby, the nature and scale of the liabilities and obligations
to be undertaken thereunder and of the commercial and financial consequences,
direct and indirect, of the execution of the Documents and the consummation of
the Transactions as contemplated thereby, in so far as they affect the Company,
upon motion duly made and seconded, the following resolutions were unanimously
adopted by the Committee, on behalf of the Board of Directors (it being acknowledged
that each of Brian M. O’Hara, Michael P. Esposito and Herbert Haag be and
hereby is authorized pursuant to these resolutions, the February 23, 2007
resolutions of the Board of Directors and the accompanying Power of Attorney to
negotiate, agree to, determine and complete all the terms of the Transactions
currently represented by the blanks set out below and approve and make such
other changes, amendments or alterations to the terms of the Transactions and
the Documents as each of them shall determine in his sole discretion to be
necessary, advisable or desirable):


3.1 Transaction and Documents


RESOLVED that
the Transactions and the Documents substantially in the forms described or
produced at the Meeting be approved and that the Company execute and deliver,
to the extent the Company is a party thereto, or approve all such deeds,
contracts, agreements, documents, in-


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struments
and certificates (including, without limitation, the Documents) as any officer
of the Company in his or her discretion shall determine or deem necessary, desirable
or advisable in connection with the Transactions, the execution and delivery by
any such officer of any such contract, agreement, document or certificate being
conclusive evidence of such determination; and


RESOLVED that
the Transactions, including the issuance of the Series E Preference
Ordinary Shares and the execution and delivery of the Replacement Capital
Covenant and the Underwriting Agreement, are in the best interest of and to the
advantage and benefit of the Company and provide a substantial commercial
benefit to it.


3.2 Designation and Offering of
Fixed/Floating Rate Preference Ordinary Shares


RESOLVED that
(i) a series of 1,000,000 ordinary shares in the capital of the Company be
designated as “Fixed/Floating Series E Perpetual Non-Cumulative Preference
Ordinary Shares” and (ii) such Series E Preference Ordinary Shares be
issued on the terms of and in accordance with the Company’s Memorandum and
Articles of Association and the Underwriting Agreement;


3.3 Series E Preference Ordinary Shares


RESOLVED that
the Series E Preference Ordinary Shares (i) will have, on the date the
Transactions are consummated (the “Closing Date”), an aggregate liquidation
preference of US$1,000,000,000 (the “Series E Aggregate Available
Liquidation Preference”), and (ii) be non-cumulative preference ordinary shares
with a nominal par value of US$0.01 per share; and


FURTHER
RESOLVED that the Series E Preference Ordinary Shares have, subject to the
Memorandum and Articles of Association of the Company (the “Articles”) and the
provisions of, and restrictions contained in, the Companies Law (2004 Revision)
and every statutory modification or re-enactment thereof for the time being in
force (the “Law”), the following preferences and rights and be subject to the
following restrictions.


	
 

	
 


	
(a)

	
Liquidation
Preference. 


	
 

	
 


	
 

	
Upon any
  voluntary or involuntary liquidation, dissolution or winding up of the
  Company, the assets of the Company legally available for distribution among
  shareholders shall be applied first in repaying to the holders of the
  Series E Preference Ordinary Shares (the “Series E Holders”) an
  amount equal to US$1,000 per Series E Preference Ordinary Share
  (inclusive of the nominal amount thereof) plus any declared but unpaid
  dividends with respect to the then-current Series E Dividend Period to
  the date fixed for distribution, in preference to the repayment of the
  nominal amount of and any share premium or other amounts paid on ordinary
  shares of the Company (the “Ordinary Shares”) or any other shares ranking
  junior in right of payment to the Series E Preference Ordinary Shares as
  to dividends and the distribution of assets upon any liquidation, dissolution
  or winding up of the Company (together with the Ordinary Shares, the
  “Series E Junior Shares”) to the holders of such Series E Junior
  Shares, without interest on such declared but unpaid dividends and without
  accumulation of dividends for any prior Series E Dividend Period (as
  defined below) to the extent not declared and payable in respect of such 





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Series E
  Dividend Period. In the event that upon any voluntary or involuntary liquidation,
  dissolution or winding up of the Company, the assets of the Company available
  are insufficient to pay the amount of the liquidating distributions on all
  outstanding Series E Preference Ordinary Shares as referred to above and
  the corresponding amounts payable on all other shares ranking pari passu
  on a pro rata basis with the Series E Preference Ordinary Shares with respect
  to the payment of dividends and the distribution of assets upon any
  liquidation, dissolution or winding up of the Company (including, without
  limitation, the Series A Preference Ordinary Shares, the Series B Preference
  Ordinary Shares, if issued, the Class C Preference Ordinary Shares, if
  issued, and the Class D Preference Ordinary Shares) (“Series E Parity
  Shares”), then the Series E Holders, and all such Series E Parity
  Shares shall share on a pro rata basis in any such distribution of assets in
  proportion to the full liquidating distributions to which they would
  otherwise be respectively entitled. The Series E Preference Ordinary
  Shares will not be convertible into, exchangeable for or carry rights or
  options to purchase, any Ordinary Shares or any other class or series of
  securities of the Company or any other entity. For purposes of this Section
  3.3(a), a consolidation, amalgamation, merger, arrangement or reconstruction
  involving the Company or the sale or transfer of all or substantially all of
  the shares or property or business of the Company will not be deemed to
  constitute a liquidation, dissolution or winding up.


	
 

	
 


	
(b) 

	
Dividend Rights.


	
 

	
 


	
 

	
(i)

	
During the
  Series E Fixed Rate Period (as defined below), Series E Holders
  will be entitled to receive, when, as and if declared by the Board of
  Directors, cash dividends at a fixed annual rate equal to 6.500% of the
  US$1,000 liquidation preference per share on April 15 and October 15. During
  the Series E Floating Rate Period (as defined below), Series E
  Holders will be entitled to receive, when, as and if declared by the Board of
  Directors, cash dividends at a floating annual rate equal to Three-Month
  LIBOR for the applicable Series E Dividend Period, plus 2.4575% on the
  liquidation preference of US$1,000 per share.


	
 

	
 

	
 


	
 

	
 

	
“Three-Month
  LIBOR” with respect to any Series E Dividend Period shall be the rate
  (expressed as a percentage per annum) for deposits in United States dollars
  for a three-month period beginning on the first day of such Series E
  Dividend Period that appears on Reuters LIBOR01 Page (as defined below) as of
  11:00 a.m., London time, on the Determination Date (as defined below). If the
  Reuters LIBOR01 Page as of 11:00 a.m., London time, does not include the
  applicable rate or is unavailable on the Determination Date (as defined
  below), the calculation agent will request the principal London office of
  each of four major banks in the London interbank market, as selected by the
  calculation agent, to provide that bank’s offered quotation (expressed as a
  percentage per annum) as of approximately 11:00 a.m., London time, on the
  Determination Date to prime banks in the London interbank market for deposits
  in a Representative Amount (as defined below) for a three-month period
  beginning on the first day of such Series E Dividend Period. If at least
  two offered quotations are so provided, LIBOR for such Series E Dividend
  Period will be the arithmetic mean (rounded upward if neces- 





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sary to the
  nearest whole multiple of 0.00001%) of those quotations. If fewer than two
  quotations are so provided, the calculation agent will request each of three
  major banks in New York City, as selected by the calculation agent, to provide
  that bank’s rate (expressed as a percentage per annum), as of approximately
  11:00 a.m., New York City time, on the Determination Date for loans in a Representative
  Amount to leading European banks for a three-month period beginning on the
  first day of such Series E Dividend Period. If at least three rates are
  so provided, LIBOR for such Series E Dividend Period will be the
  arithmetic mean (rounded upward if necessary to the nearest whole multiple of
  0.00001%) of those rates. If fewer than three rates are so provided, then
  LIBOR for the Series E Dividend Period will be LIBOR in effect with
  respect to the immediately preceding Series E Dividend Period.


	
 

	
 

	
 


	
 

	
 

	
“Business
  Day” means a day on which commercial banks and foreign exchange markets
  settle payments and are open for general business (including dealings in
  foreign exchange and foreign currency deposits) in Bermuda, the Cayman
  Islands, London and New York City.


	
 

	
 

	
 


	
 

	
 

	
“Determination
  Date” with respect to any Series E Dividend Period will be the second
  London Banking Day preceding the first day of that Series E Dividend
  Period. London Banking Day is any day in which dealings in United States
  dollars are transacted or, with respect to any future date, are expected to
  be transacted in the London interbank market.


	
 

	
 

	
 


	
 

	
 

	
“Representative
  Amount” means a principal amount of not less than US$1,000,000 for a single
  transaction in the relevant market at the relevant time.


	
 

	
 

	
 


	
 

	
 

	
“Reuters
  LIBOR01 Page” means the display designated on page LIBOR01 on the Reuters
  Page (or such other page as may replace the LIBOR01 page on the Reuters Page
  or such other service as may be nominated by the British Bankers Association
  for the purpose of displaying London interbank offered rates for U.S. Dollar
  deposits).


	
 

	
 

	
 


	
 

	
 

	
“Reuters
  Page” means the display on Reuters Money 3000 Service, or any successor
  service.


	
 

	
 

	
 


	
 

	
 

	
The dividend
  rates applicable during the Series E Fixed Rate Period and the
  Series E Floating Rate Period are referred to collectively as the
  “Series E Dividend Rate.” The rights of the Series E Holders to receive
  dividends are non-cumulative. Accordingly, to the extent dividends are
  neither declared nor paid in respect of any Series E Dividend Period in
  respect of the Series E Preference Ordinary Shares, Series E
  Holders will have no right to receive dividends in respect of that
  Series E Dividend Period in respect of the Series E Preference
  Ordinary Shares and the Company will have no obligation to pay dividends in
  respect of that Series E Dividend Period in respect of the Series E
  Preference Ordinary Shares, whether or not dividends are payable in respect
  of any future Series E Dividend Period in respect of the Series E
  Preference Ordinary Shares. Subject to 





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the next
  sentence, dividends will be payable semi-annually, during the Series E
  Fixed Rate Period, and quarterly, during the Series E Floating Rate
  Period, in each case when, as and if declared by the Company’s Board of
  Directors, in arrears, on April 15 and October 15 (or if such date is not a
  Business Day, on the Business Day immediately after such date), during the
  Series E Fixed Rate Period, and on January 15, April 15, July 15, and
  October 15 (or if such date is not a Business Day, on the Business Day
  immediately after such date), during the Series E Floating Rate Period,
  of each year (each such date during the Series E Fixed Rate Period or
  the Series E Floating Rate Period a “Series E Dividend Payment
  Date”). The first dividend will represent the period of time from and
  including the date of original issuance to but excluding October 15, 2007,
  calculated as described below.


	
 

	
 

	
 


	
 

	
 

	
During the
  Series E Fixed Rate Period, the amount of the dividend that is to be
  payable to the Series E Holder of each Series E Preference Ordinary
  Share with respect to each Dividend Period in respect of Series E
  Preference Ordinary Shares will be calculated as follows: the product,
  rounded to the nearest cent (half a cent being rounded upwards), of
  (i) 6.500%, (ii) US$1,000 and (iii) a fraction, (A) the
  numerator of which will be 180 (or, in the case of a long or partial
  Series E Dividend Period in respect of Series E Preference Ordinary
  Shares, the actual number of days elapsed in such Series E Dividend
  Period), and (B) the denominator of which will be 360.


	
 

	
 

	
 


	
 

	
 

	
Each
  Series E Dividend Period in respect of Series E Preference Ordinary
  Shares during the Series E Fixed Rate Period will commence on and
  include each April 15 and October 15 (whether or not a Business Day) and will
  end on and exclude the first day of the next Series E Dividend Period in
  respect of Series E Preference Ordinary Shares (whether or not a
  Business Day); provided, however, that the first Series E Dividend Period
  will commence on the date of original issuance.


	
 

	
 

	
 


	
 

	
 

	
During the
  Series E Floating Rate Period, the amount of the dividend that is to be
  payable to the Series E Holder of each Series E Preference Ordinary
  Share with respect to each Series E Dividend Period in respect of
  Series E Preference Ordinary Shares will be calculated as follows: the
  product, rounded to the nearest cent (half a cent being rounded upwards), of
  (i) three-Month LIBOR for such Dividend Period in respect of Series E
  Preference Ordinary Shares plus 2.4575%, (ii) US$1,000 and (iii) a fraction,
  (A) the numerator of which will be the actual number of days in the Series E
  Dividend Period, and (B) the denominator of which will be 360.


	
 

	
 

	
 


	
 

	
 

	
Each
  Series E Dividend Period in respect of Series E Preference Ordinary
  Shares during the Series E Floating Rate Period will commence on and
  include each January 15, April 15, July 15 and October 15 for the preceding
  period and end on and exclude the first day of the next Series E
  Dividend Period in respect of Series E Preference Ordinary Shares
  (whether or not a Business Day).





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If declared,
  dividends will be payable to Series E Holders of record as they appear
  in the Company’s register of members at the close of business on the
  applicable record date, which will be one day prior to the Series E
  Dividend Payment Date as long as all of the Series E Preference Ordinary
  Shares remain in book-entry form. If all of the Series E Preference
  Ordinary Shares are not in book-entry form, the record date with respect to
  the Series E Preference Ordinary Shares will be 15 days prior to the
  Series E Dividend Payment Date (whether or not such date is a Business
  Day). Holders will not be entitled to any dividends other than as described
  above. Dividends on the Series E Preference Ordinary Shares will be
  non-cumulative, but will be payable only if there are funds legally available
  for the payment of such dividends and such dividends are declared. No
  interest or sum of money in lieu of interest will be payable on any dividend
  payment.


	
 

	
 

	
 


	
 

	
 

	
“Series E
  Dividend Period” shall mean the period from and including a Series E
  Dividend Payment Date (or the date of the original issuance if there has not
  been a Series E Dividend Payment Date) to but excluding the immediately
  succeeding Series E Dividend Payment Date.


	
 

	
 

	
 


	
 

	
 

	
“Series E
  Fixed Rate Period” means the period from and including the Closing Date to
  but excluding April 15, 2017.


	
 

	
 

	
 


	
 

	
 

	
“Series E
  Floating Rate Period” means the period from and after April 15, 2017.


	
 

	
 

	
 


	
 

	
(ii)

	
As long as
  any Series E Preference Ordinary Shares are outstanding, no dividends or
  other distributions may be declared or paid or set apart for payment on any
  class or series of Series E Parity Shares for any period unless either
  (1) full dividends have been, or contemporaneously are, declared and paid or
  declared and a sum sufficient for the payment thereof set apart for such
  payments on the Series E Preference Ordinary Shares for the then-current
  Series E Dividend Period or (2) all dividends declared upon the
  Series E Preference Ordinary Shares and any Series E Parity Shares
  are declared pro rata so that the amount of dividends declared per share on
  the Series E Preference Ordinary Shares and any Series E Parity
  Shares will in all cases bear to each other the same ratio that accrued but
  unpaid dividends per share on the Series E Preference Ordinary Shares
  (with respect to the then-current Series E Dividend Period) and such
  Series E Parity Shares bear to each other.


	
 

	
 

	
 


	
 

	
(iii)

	
As long as
  any Series E Preference Ordinary Shares are outstanding (1) no dividends
  (other than those paid in Ordinary Shares or other shares ranking junior in
  right of payment to the Series E Preference Ordinary Shares as to
  dividends and the distribution of assets upon any liquidation, dissolution or
  winding up of the Company (together with the Ordinary Shares, “Series E
  Fully Junior Shares”)), may be declared or paid or set apart for payment upon
  any Series E Junior Shares, (2) no other distribution (other than those
  paid in Series E Fully Junior Shares) may be declared or paid or set
  apart for payment upon any Series E Junior Shares and (3) no
  Series E Junior Shares may be redeemed, purchased or otherwise acquired
  (other than a redemption, purchase or other acquisition of Ordinary Shares 





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made for
  purposes of any employee incentive, stock, benefit or any similar plan of the
  Company or any of its subsidiaries) for any consideration (or any moneys be
  paid to or made available for a sinking fund or the redemption of any
  Series E Junior Shares) by the Company (except by conversion into or
  exchange for Series E Fully Junior Shares), unless, in any such case,
  full dividends on the Series E Preference Ordinary Shares and any
  Series E Parity Shares have been or contemporaneously are declared and
  paid, or declared and a sum sufficient for the payment thereof set apart for
  payment, for the then-current Series E Dividend Period.


	
 

	
 

	
 


	
(c) 

	
Voting Rights.


	
 

	
 

	
 


	
 

	
(i)

	
Subject to
  paragraphs (ii) and (iii) below, and unless required by law or court order,
  the Series E Holders shall not be entitled to receive notice of nor to
  attend nor to vote at any general meeting of the Company.


	
 

	
 

	
 


	
 

	
(ii)

	
The
  Series E Holders shall be entitled to one vote for each Series E
  Preference Ordinary Share held at any separate general meeting of that class
  or series (i.e., Preference Ordinary Shares or Series E Preference
  Ordinary Shares, respectively), subject to the provisions of Article 41 of
  the Articles. Subject to the applicable provisions of the Articles and the
  Law, unless the Series E Preference Ordinary Shares have been previously
  redeemed or called for redemption (and funds necessary for such redemption
  have been set apart by the Company in trust for the benefit of the
  Series E Preference Ordinary Shares so called for redemption), the
  Company may not take any action which would vary the rights attached to the
  Series E Preference Ordinary Shares and no class or series of shares may
  be created which ranks senior to the Series E Preference Ordinary Shares
  as to dividend rights or as to the liquidation, dissolution or winding up of
  the Company, in each case, without the approval of a special resolution in
  writing by the Holders of 100% of the Series E Preference Ordinary
  Shares or the sanction of a special resolution passed by the votes of at
  least two-thirds of the outstanding Series E Preference Ordinary Shares
  cast at a separate general meeting of the Series E Holders. At every
  separate meeting of Series E Holders, the necessary quorum shall be any
  one or more persons present in person or by proxy holding not less than 50%
  of the issued shares of that class. Notwithstanding the foregoing and subject
  to the applicable provisions of the Articles and the Law, Series E
  Holders are not entitled to vote on any sale of all or substantially all of
  the assets of the Company, or the issuance of any shares that rank pari passu
  with the Series E Preference Ordinary Shares as to the payment of
  dividends and the distribution of assets upon the liquidation, dissolution or
  winding up of the Company.


	
 

	
 

	
 


	
 

	
(ii)

	
If at any
  time dividends payable on the Series E Preference Ordinary Shares shall
  not have been paid (whether or not such dividends shall have been declared)
  in an aggregate amount equivalent to dividends for six or more full quarterly
  periods, which, during the Series E Fixed Rate Period, shall mean three
  or more Series E Dividend Periods and, during the Series E Floating
  Rate Period, shall mean six or more Series E Dividend Periods (in each
  case, whether or not consecutive), then 





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during such
  period until all such dividends shall have been paid in full, and only during
  such period (the “Series E Voting Period”), the Series E Holders
  voting together with any other series or classes of Preference Ordinary
  Shares also in not having been paid and having such right shall be entitled
  by ordinary resolution at a separate meeting of such holders to elect two
  persons and nominate such elected persons for appointment by the Board of
  Directors as additional Directors of the Company. In no event shall there be
  more than two Directors elected by the holders of the Series E
  Preference Ordinary Shares (whether voting alone as a series or class or with
  another series or class so in arrears and having such right). The right of
  the holders of the Series E Preference Ordinary Shares will cease
  (subject always to the same provision for the vesting of such rights if
  dividends on the Series E Preference Ordinary Shares are not paid in
  future periods) upon the earlier to occur of (i) the first date as of
  which full dividends on the Series E Preference Ordinary Shares have
  been paid for at least four consecutive quarterly periods, which, during the
  Series E Fixed Rate Period, shall mean two or more Series E Dividend
  Periods and, during the Series E Floating Rate Period, shall mean four
  or more Series E Dividend Periods, and (ii) the redemption of all
  Series E Preference Ordinary Shares.


	
 

	
 

	
 


	
 

	
(iv)

	
Any Director
  who shall have been elected pursuant to paragraph 3.3(c)(iii) above may
  be removed at any time during a Series E Voting Period, either for or
  without cause, by, and only by, ordinary resolution of the holders of the
  outstanding Preference Ordinary Shares of the relevant class or series at a
  special separate general meeting of such holders called for that purpose. Any
  vacancy thereby created may be filled during such Series E Voting Period
  by ordinary resolution of the holders of Preference Ordinary Shares of all
  relevant series at such a meeting. Any Director elected by holders of
  Preference Ordinary Shares pursuant to this provision, or by any Director so
  elected as herein contemplated, who dies, resigns or otherwise ceases to be a
  Director during a Series E Voting Period shall, except as otherwise
  provided in the preceding sentence, be replaced by the remaining Director
  theretofore elected by the holders of Preference Ordinary Shares nominating a
  replacement for appointment by the Board of Directors; provided that, if no remaining
  additional Director is then in office, additional Directors will be elected
  in accordance with the procedures described above. At the end of the
  Series E Voting Period, the holders of Preference Ordinary Shares of all
  the relevant series shall be automatically divested of all voting powers
  vested in them by the provision, but subject always to subsequent vesting of
  such voting power in the holders of Preference Ordinary Shares in the event
  of any similar cumulated arrearage in payment of quarterly dividends
  occurring thereafter. The term of all Directors elected and appointed
  pursuant to this provision shall in all events expire at the end of the
  applicable Series E Voting Period and if the size of the Board of Directors
  was increased for the purpose of the additional Directors, the number of Directors
  constituting the Board of Directors shall be reduced accordingly. The provisions
  of the Articles relating to general meetings and the provisions of Article 41
  of the Articles shall apply, mutatis mutandis, to every such separate
  meeting, except that the necessary quorum shall be any one or more persons
  present in per-





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son or by
  proxy holding not less than fifty percent (50%) of the issued Preference
  Ordinary Shares of the relevant series.


	
 

	
 

	
 


	
(d) 

	
Redemption.


	
 

	
 

	
 


	
 

	
The Company
  shall be entitled to redeem all or any of the Series E Preference
  Ordinary Shares as follows:


	
 

	
 

	
 


	
 

	
(i)

	
General. Subject
  to Section 3.3(j) and paragraphs (ii), (iii), (iv) and (v) below, the
  Series E Preference Ordinary Shares shall not be redeemable by the
  Company prior to April 15, 2017. From or after such date, the Company shall
  be entitled at any time in whole or from time to time in part, upon not less
  than thirty (30) days’ nor more than sixty (60) days’ prior written notice to
  the Series E Holders, in such form and given in such manner as the
  Directors shall from time to time determine and in accordance with paragraph
  (e) below, to redeem all or any of the Series E Preference Ordinary
  Shares pursuant to this paragraph for cash at a redemption price of US$1,000
  per share being redeemed (inclusive of the nominal value thereof) plus any
  declared but unpaid dividends with respect to the then-current Series E
  Dividend Period to the date of redemption, without interest on such declared
  but unpaid dividends and without accumulation of dividends for any prior
  Series E Dividend Period to the extent not declared and payable in
  respect of such Series E Dividend Period.


	
 

	
 

	
 


	
 

	
(ii)

	
Redemption upon the Submission of Certain
  Shareholder Proposals. At any time prior to
  April 15, 2017, provided that at such time some or all of the
  Series E Preference Ordinary Shares are outstanding, if the Company
  shall have (i) submitted to holders of Ordinary Shares a proposal for an
  amalgamation, consolidation, merger, arrangement, reconstruction,
  reincorporation, deregistration or any other similar transaction involving
  the Company that requires or (ii) submitted any proposal for any other matter
  that, as a result of any change in Cayman Islands law after the date of the
  final Prospectus Supplement relating to the issuance and sale of the
  Series E Preference Ordinary Shares (whether by enactment or official interpretation)
  requires, in each case, a vote of Series E Holders voting separately as
  a single class (alone or with one or more class or series of preference
  ordinary shares, including, without limitation, the Company’s Series A
  Preference Ordinary Shares, Series B Preference Ordinary Shares, Series C
  Preference Ordinary Shares and Series D Preference Ordinary Shares), the
  Company shall be entitled, upon not less than thirty (30) days’ nor more than
  sixty (60) days’ prior written notice to the Series E Holders, in such
  form and given in such manner as the Directors shall from time to time
  determine and in accordance with paragraph (e) below, to redeem all of the
  outstanding Series E Preference Ordinary Shares pursuant to this
  paragraph for cash at a redemption
  price equal to the Make Whole Amount for the Series E Preference
  Ordinary Shares described in clause (vi) below, plus any declared but unpaid
  dividends with respect to the then-current Series E Dividend Period to
  the date of redemption, without interest on such declared but unpaid
  dividends and without accumulation of dividends for any prior 





-10-






	
 

	
 

	
 


	
 

	
 

	
Series E
  Dividend Period to the extent not declared and payable in respect of such
  Series E Dividend Period.


	
 

	
 

	
 


	
 

	
(iii)

	
Redemption on Tax Event.
  If (a) there is a “change in tax law” that would require the Company or
  any successor company to pay any additional amounts with respect to any then issued and
  outstanding Series E Preference Ordinary Shares and (b) the payment of
  those additional amounts cannot be avoided by the use of any reasonable
  measures available to the Company or any successor company, the Company shall
  be entitled at any time thereafter, upon not less than thirty (30) days’ nor
  more than sixty (60) days’ prior written notice to the Series E Holders,
  in such form and given in such manner as the Directors shall from time to
  time determine and in accordance with paragraph (e) below, to redeem, in
  whole but not in part, the Series E Preference Ordinary Shares pursuant
  to this paragraph for cash at a redemption price equal to the Make Whole
  Amount for the Series E Preference Ordinary Shares described in clause (vi)
  below, plus any declared but unpaid dividends with respect to the
  then-current Series E Dividend Period to the date of redemption, without
  interest on such declared but unpaid dividends and without accumulation of
  dividends for any prior Series E Dividend Period to the extent not
  declared in respect of such Series E Dividend Period.








	
 

	
 

	
 


	
 

	
 

	
For the
  purpose of this provision a “change in tax law” shall be (a) a change in or
  amendment to laws, regulations or rulings of any jurisdiction, political
  subdivision or taxing authority described in the next sentence, (b) a change
  in the official application or interpretation of those laws, regulations or
  rulings, or (c) any execution of or amendment to any treaty affecting
  taxation to which any jurisdiction, political subdivision or taxing authority
  described in the next sentence is party after the date of the final
  Prospectus Supplement. The jurisdictions, political subdivisions and taxing
  authorities referred to in the previous sentence are (a) the Cayman Islands
  or any political subdivision or governmental authority of or in the Cayman
  Islands with the power to tax, (b) any jurisdiction from or through which the
  Company or its paying agent is making payments on the Series E
  Preference Ordinary Shares or any political subdivision or governmental
  authority of or in that jurisdiction with the power to tax, or (c) any other
  jurisdiction in which the Company or its successor company is organized or
  generally subject to taxation or any political subdivision or governmental
  authority of or in that jurisdiction with the power to tax.


	
 

	
 

	
 


	
 

	
(iv)

	
Tax Event on Consolidation. If the entity formed by a consolidation, merger or
  amalgamation involving the Company or the entity to which the Company
  conveys, transfers or leases substantially all of its properties and assets
  would be required to pay additional amounts in respect of any tax, assessment
  or governmental charge imposed on any Series E Holder as a result of a
  change in tax law that occurred after the date of the consolidation, merger,
  amalgamation, conveyance, transfer or lease, and the payment of those amounts cannot be avoided by the use
  of any reasonable measures available to the Company or any successor company,
  the Company shall be entitled to at any time thereafter, upon not less than
  thirty 





-11-






	
 

	
 

	
 


	
 

	
 

	
(30) days’
  nor more than sixty (60) days’ prior written notice to the Series E
  Holders, in such form and given in such manner as the Directors shall from
  time to time determine and in accordance with paragraph (e) below, to redeem,
  in whole but not in part, the Series E Preference Ordinary Shares
  outstanding at such time, if any, pursuant to this paragraph for cash at a
  redemption price equal to the Make Whole Amount for the Series E Preference
  Ordinary Shares described in clause (vi) below, plus any declared but unpaid
  dividends with respect to the then-current Series E Dividend Period to
  the date of redemption, without interest on such declared but unpaid
  dividends and without accumulation of dividends for any prior Series E
  Dividend Period to the extent not declared and payable in respect of such
  Series E Dividend Period.


	
 

	
 

	
 


	
 

	
(v)

	
Redemption upon the Occurrence of a Rating
  Agency Event. At any time prior to April 15,
  2017, provided
  that at such time some or all of the Series E Preference Ordinary Shares
  are outstanding, if there shall occur a Rating Agency Event in respect of the
  Series E Preference Ordinary Shares, the Company shall be entitled, upon
  not less than thirty (30) days’ nor more than sixty (60) days’ prior written
  notice to the Series E Holders, in such form and given in such manner as
  the Directors shall from time to time determine and in accordance with
  paragraph (e) below, to redeem all of the outstanding Series E
  Preference Ordinary Shares pursuant to this paragraph for cash at a
  redemption price equal to the Make Whole Amount for the Series E Preference
  Ordinary Shares described in clause (vi) below, plus any declared but unpaid
  dividends with respect to the then-current Series E Dividend Period to
  the date of redemption, without interest on such declared but unpaid
  dividends and without accumulation of dividends for any prior Series E
  Dividend Period to the extent not declared and payable in respect of such
  Series E Dividend Period.


	
 

	
 

	
 


	
 

	
 

	
For purposes
  of the preceding paragraph, “Rating Agency Event” means a change by any
  nationally recognized statistical rating organization within the meaning of
  Rule 15c3-1 under the U.S. Securities Exchange Act of 1934, as amended (the
  “Exchange Act”), that currently publishes a rating for the Company (a “Rating
  Agency”) to the Company’s equity credit criteria for the Series E
  Preference Ordinary Shares, as such criteria are in effect on the date of the
  final Prospectus Supplement (the “Current Criteria”), which change results in
  (a) the shortening of the length of time for which such current equity credit
  is scheduled to be in effect with respect to the Series E Preference
  Ordinary Shares, or (b) a lower equity credit being given to the
  Series E Preference Ordinary Shares as of the date of such change than
  the equity credit that would have been assigned to the Series E Preference
  Ordinary Shares as of the date of such change by such Rating Agency pursuant
  to its Current Criteria.


	
 

	
 

	
 


	
 

	
(vi)

	
Make Whole Amount.
  With respect to the Series E Preference Ordinary Shares, the “Make
  Whole Amount” will be in US dollars and will be equal to the greater of
  (i) the aggregate liquidation
  preference of the Series E Preference Ordinary Shares to be redeemed and
  (ii) the sum of the present values of the aggregate liq-





-12-






	
 

	
 

	
 


	
 

	
 

	
uidation
  preference of the Series E Preference Ordinary Shares to be redeemed and
  the remaining scheduled payments of dividends on the Series E Preference
  Ordinary Shares to be redeemed up to but excluding April 15, 2017 discounted
  to the redemption date on a semi-annual basis (assuming a 360-day year
  consisting of twelve 30-day months) at a rate equal to the Treasury Rate (as
  defined below) plus 50 basis points.








	
 

	
 

	
 


	
 

	
For the
  purposes of the preceding paragraph:


	
 

	
 

	
 


	
 

	
•

	
“Comparable
  Treasury Issue” means the United States Treasury security selected by the
  Reference Treasury Dealer as having a maturity comparable to the period from
  and including the redemption date to but excluding April 15, 2017 that would
  be utilized, at the time of selection and in accordance with customary
  financial practice, in pricing new issues of corporate debt securities of
  comparable maturity to such period of time. If no United States Treasury
  security has a maturity which is within a period from three months before to
  three months after the remaining life, the two most closely corresponding
  United States Treasury securities, as selected by the Reference Treasury
  Dealer, shall be used as the Comparable Treasury Issue, and the adjusted
  Treasury Rate shall be interpolated or extrapolated on a straight-line basis,
  rounding to the nearest month, using such securities.


	
 

	
 

	
 


	
 

	
•

	
“Comparable
  Treasury Price” means, with respect to any redemption date, (i) the
  average of the bid and asked prices for the Comparable Treasury Issue (expressed
  in each case as a percentage of its principal amount) on the third Business
  Day preceding such distribution date, as set forth in the H.15 Daily Update
  published on such Business Day, or (ii) if such release (or any
  successor release) is not published or does not contain prices on such
  Business Day, the Reference Treasury Dealer Quotation actually obtained by
  the calculation agent for such redemption date.


	
 

	
 

	
 


	
 

	
•

	
“H.15 (519)”
  means the weekly statistical release entitled “H.15 (519) Selected Interest
  Rates,” or any successor publication, published by the Board of Governors of
  the Federal Reserve System.


	
 

	
 

	
 


	
 

	
•

	
“H.15 Daily
  Update” means the daily update of H.15 (519) available through the world wide
  website of the Board of Governors of the Federal Reserve System or any
  successor site or publication.


	
 

	
 

	
 


	
 

	
•

	
“Reference
  Treasury Dealer” means a nationally recognized investment bank that is a
  primary U.S. government securities dealer in New York City selected by the Company.


	
 

	
 

	
 


	
 

	
•

	
“Reference
  Treasury Dealer Quotation” means, with respect to the Reference Treasury
  Dealer and redemption date, the average, as determined by the calculation
  agent, of the bid and asked prices for the Comparable Treasury Issue 





-13-






	
 

	
 

	
 


	
 

	
 

	
(expressed
  in each case as a percentage of its principal amount) quoted in writing to
  the calculation agent by the Reference Treasury Dealer at 5:00 p.m., New
  York City time, on the third Business Day preceding such redemption date.


	
 

	
 

	
 


	
 

	
•

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








	
 

	
 


	
(e) 

	
Notices of Redemption.


	
 

	
 


	
 

	
Notice of
  any redemption at the option of the Company described herein will be mailed
  at least thirty (30) days but not more than sixty (60) days before the
  redemption date to each Series E Holder of record of Series E
  Preference Ordinary Shares to be redeemed at the address shown in the
  register of members of the Company; provided that, if the Series E
  Preference Ordinary Shares are then held in book-entry form through The
  Depository Trust Company (“DTC”), the Company may give notice to the
  Series E Holders in any manner permitted by DTC. Each notice will state
  as appropriate: (1) the redemption date; (2) the number of Series E
  Preference Ordinary Shares to be redeemed; (3) the redemption price; (4) the
  place or places where certificates for Series E Preference Ordinary
  Shares are to be surrendered for payment of the redemption price if any such
  certificates are outstanding; and (5) where applicable, that dividends on the
  Series E Preference Ordinary Shares to be redeemed will cease to accrue
  on such redemption date. If fewer than all Series E Preference Ordinary
  Shares are to be redeemed, the notice provided to each such Series E
  Holder will also specify the number of Series E Preference Ordinary
  Shares to be redeemed from such Series E Holder. The notice shall
  contain (i) the name and address of the relevant bank or trust company to be
  used for purposes of redemption (if any) and (ii) a statement as to the
  deposit or intent to deposit the redemption funds in such trust account.


	
 

	
 


	
(f) 

	
Directors Determine Shares Redeemed.


	
 

	
 


	
 

	
If fewer
  than all of the Series E Preference Ordinary Shares are to be redeemed
  at the option of the Company, the number of shares to be redeemed will be determined by the Directors
  in their absolute discretion and such Series E Preference Ordinary
  Shares may be redeemed pro rata from the Series E Holders
  of record in proportion to the number of Series E Preference Ordinary
  Shares held by such Series E Holders (with adjustments to avoid
  redemption of fractional shares), or by lot.


	
 

	
 


	
(g) 

	
Dividends Cease.


	
 

	
 


	
 

	
If notice of
  redemption of any Series E Preference Ordinary Shares has been given and if the funds necessary for such redemption
  have been set apart by the Company in trust for the benefit of the
  Series E Holders of such Series E Preference Ordinary Shares so
  called for redemption, then from and after the redemption date, dividends
  will cease to accrue 





-14-






	
 

	
 


	
 

	
on the
  Series E Preference Ordinary Shares being redeemed, the Series E
  Preference Ordinary Shares so redeemed will
  no longer be deemed to be outstanding and all rights of the
  Series E Holders of such Series E Preference Ordinary Shares will
  terminate, except the right to receive the redemption price.


	
 

	
 


	
(h) 

	
Dividends Payable to Record Date.


	
 

	
 


	
 

	
If a
  redemption date falls after a dividend record date with respect to which a
  dividend has been declared and prior to the corresponding Series E
  Dividend Payment Date, the Series E Holders at the close of business on
  the dividend record date will be
  entitled to receive the dividend payable with respect to such Series E
  Preference Ordinary Shares on the corresponding Series E Dividend
  Payment Date notwithstanding the redemption thereof between the dividend
  record date and the corresponding Series E Dividend Payment Date or a
  default in the payment of the dividend due on such Series E Dividend
  Payment Date.


	
 

	
 


	
(i) 

	
Dividends Paid.


	
 

	
 


	
 

	
Unless full
  dividends on the Series E Preference Ordinary Shares and all
  Series E Parity Shares for the then-current Series E Dividend
  Period shall have been declared and paid, or declared and a sum sufficient
  for the payment thereof set apart for payment for all such dividends on or
  prior to the date of a redemption, purchase or other acquisition, no
  Series E Preference Ordinary Shares or Series E Parity Shares may
  be redeemed, purchased or otherwise acquired by the Company unless all
  outstanding Series E Preference Ordinary Shares and any Series E
  Parity Shares are redeemed; provided that the Company may acquire
  fewer than all of the outstanding Series E Preference Ordinary Shares or
  any Series E Parity Shares pursuant to a purchase or exchange offer made
  on the same terms to Series E Holders of all outstanding Series E
  Preference Ordinary Shares and Series E Parity Shares as determined in
  good faith by the Board of Directors of the Company.


	
 

	
 


	
(j) 

	
Right to Purchase Series E Preference Ordinary Shares.


	
 

	
 


	
 

	
Subject to
  (1) the terms of the Replacement Capital Covenant described in the final
  Prospectus Supplement relating to the Series E Preference Ordinary
  Shares, (2) certain limitations contained in the Company’s Articles, (3) the
  special rights granted to any of the Company’s issued and outstanding shares,
  (4) applicable law and (5) the Company’s requirement pursuant to paragraph
  3.3(i) to make a purchase or exchange offering on the same terms to
  Series E Holders of all outstanding
  Series E Preference Ordinary Shares and Series E Parity
  Shares, the Company may, at any time and from time to time, purchase
  outstanding Series E Preference Ordinary Shares. Any such purchase made
  by the Company may be made in the open market, by tender to all Series E
  Holders, by private agreement or otherwise as the Directors see fit. Any Series E
  Preference Ordinary Shares purchased by the Company for its own account
  (other than in the ordinary course of business of dealing in securities) will
  be cancelled by the Company and will no longer be issued and outstanding.





-15-






	
 

	
 


	
(k) 

	
Redemption Proceeds.


	
 

	
 


	
 

	
The Series E
  Preference Ordinary Shares may be purchased or redeemed by the Company either
  out of profits or from the proceeds of a new issue of shares made for the purpose
  of the redemption or purchase out of capital or the share premium account.


	
 

	
 


	
(l) 

	
Cancellation of Share Certificates.


	
 

	
 


	
 

	
Payment of
  the redemption amount shall only be effected upon surrender to the Company
  for cancellation of any share certificate in respect of the Series E
  Preference Ordinary Shares (to the extent such certificates are outstanding)
  to be redeemed and shall be made as promptly as practicable. If any
  certificate so surrendered includes Series E Preference Ordinary Shares
  not being redeemed, a new certificate for the remaining Series E
  Preference Ordinary Shares shall be issued to the Series E Holder in
  accordance with the Articles without charge to such Series E Holder.


	
 

	
 


	
(m) 

	
Redemption Process.


	
 

	
 


	
 

	
The
  Directors may make such further
  regulations concerning the administerial process of redemption as they shall
  from time to time deem necessary so long as the rights of the Series E
  Holders are not varied.


	
 

	
 


	
(n) 

	
Rights Not Varied.


	
 

	
 


	
 

	
The rights
  conferred upon the Series E Holders of the Series E Preference
  Ordinary Shares shall not be deemed to be varied by the creation or issue of
  any Series E Parity Shares, Series E Junior Shares or Series E
  Fully Junior Shares.


	
 

	
 


	
(o) 

	
Payments of Additional Amounts.


	
 

	
 


	
 

	
All payments
  on the Series E Preference Ordinary Shares shall be made free and clear
  of, and without deduction or withholding for or on account of, any present or
  future taxes, assessments or other governmental charges imposed by any
  jurisdiction, political subdivision or taxing authority described in
  paragraph 3.3(d)(iii) of these Resolutions, unless the deduction or
  withholding of such taxes, assessments or other governmental charges is
  required by law, regulations or rulings or the application or official
  interpretation of such law, regulations or rulings. In that event, the
  Company shall pay, or cause to be paid, additional amounts to the registered
  Series E Holders as additional dividends
  to make up for any deduction or withholding for any present or future taxes,
  assessments or other governmental charges imposed by any jurisdiction,
  political subdivision or taxing authority described in paragraph 3.3(d)(iii)
  of these Resolutions in respect of any amounts that the Company or a
  successor company must pay with
  respect to the Series E Preference Ordinary Shares, so that
  the net amounts paid to the Series E Holders, after that deduction or
  withholding, shall equal the respective amounts that would have been
  receivable by such Series E Holders had no such withholding or deduction
  been required. For the avoidance of doubt, all references to payments on the
  Series E Preference Ordinary Shares, including without limitation, payments
  of liquidation amounts, redemptions prices and divi-





-16-






	
 

	
 


	
 

	
dends, shall
  be deemed to include the payment of any such additional dividends in respect
  of additional amounts. However, the Company shall not be obligated to pay additional
  amounts to any Series E Holder that:








	
 

	
 

	
 


	
 

	
(i)

	
resides in
  or is a citizen of the jurisdiction, political subdivision or taxing
  authority imposing the taxes, assessments or other governmental charges that
  would otherwise trigger the Company’s obligation to pay additional amounts;
  or


	
 

	
 

	
 


	
 

	
(ii)

	
is a
  fiduciary, partnership, limited liability company or other pass-through
  entity if, and to the extent that, the payment of additional amounts would be
  required by a jurisdiction, political subdivision or taxing authority
  described in paragraph 3.3(d)(iii) of these Resolutions to be included in the
  income for tax purposes of a beneficiary or settlor with respect to that
  fiduciary or a member of that partnership, limited liability company or other
  pass-through entity who would not have been entitled to any additional
  amounts had that beneficiary, settlor or member held those Series E
  Preference Ordinary Shares directly.








	
 

	
 

	
 


	
(p) 

	
No Payment of Additional Amounts.


	
 

	
 


	
 

	
In addition,
  the Company shall not be obligated to pay any additional amounts to a
  Series E Holder on account of:


	
 

	
 


	
 

	
(i)

	
any tax,
  assessment or other governmental charge that would not have been imposed but
  for the existence of any present or former connection between the
  Series E Holder and the taxing jurisdiction or political subdivision, or
  any Series E Preference Ordinary Share presented for payment more than
  thirty (30) days after the relevant date, which means, in respect of any
  payment, the date on which such payment first becomes due and payable, but if
  the full amount of the moneys payable has not been received by the depositary
  on or prior to such due date, it means the first date on which the full
  amount of such moneys having been so received and being available for
  payments to Series E Holders, and notice to that effect shall have been
  duly given to the Series E Holders;


	
 

	
 

	
 


	
 

	
(ii)

	
any estate,
  inheritance, gift, sales, transfer, personal property or similar tax,
  assessment or other governmental charge;


	
 

	
 

	
 


	
 

	
(iii)

	
any tax,
  assessment or other governmental charge that is payable other than by
  withholding or deduction from payment of the liquidation preference of or any
  dividends on the Series E Preference Ordinary Shares;


	
 

	
 

	
 


	
 

	
(iv)

	
any tax,
  assessment or other governmental charge that is imposed or withheld by reason
  of the failure by the Series E Holder or the beneficial owner of the
  Series E Preference Ordinary Shares to promptly comply with a request by
  the Company to (a) provide information, documents, certifications or other
  evidence concerning the nationality, residence or identity of the
  Series E Holder or beneficial owner of such Series E Preference
  Ordinary Shares or (b) make and deliver any declaration or other similar
  claim, other than a claim for refund of a tax, assessment or other 





-17-






	
 

	
 

	
 


	
 

	
 

	
governmental
  charge withheld by the Company, or satisfy any information or reporting
  requirements, which, in the case of clause (a) or (b) of this subparagraph,
  is required or imposed by a statute, treaty, regulation or administrative practice
  of the taxing jurisdiction as a precondition to exemption from all or part of
  that tax, assessment or other governmental charge; or


	
 

	
 

	
 


	
 

	
(v)

	
any
  combination of the items identified by the subparagraphs above.


	
 

	
 

	
 


	
(q) 

	
No Preemptive Rights.


	
 

	
 


	
 

	
The
  Series E Preference Ordinary Shares shall not be entitled to the
  benefits of any sinking fund. No Series E Holder, solely by reason of
  being a Series E Holder, has or will have any preemptive right to
  subscribe for any additional issue of the Company’s shares of any class or
  series or to any security convertible into or carrying rights or options to
  purchase any such shares.


	
 

	
 


	
(r) 

	
Ranking.


	
 

	
 


	
 

	
Any class or
  series of shares of the Company shall be deemed to rank (1) senior to the
  Series E Preference Ordinary Shares and the Series E Parity Shares,
  as to the payment of dividends and as to any voluntary or involuntary return
  of assets on liquidation, dissolution or winding up of the Company, if
  holders of such class or series shall be entitled to the receipt of dividends
  or of amounts distributable upon any voluntary or involuntary return of
  assets on liquidation, dissolution or winding up, as the case may be, of the
  Company in preference or priority to the Series E Holders and the
  holders of the Series E Parity Shares, (2) pari passu with the
  Series E Preference Ordinary Shares and the Series E Parity Shares
  as to the payment of dividends and as to distribution of assets upon any voluntary
  or involuntary return of assets on liquidation, dissolution or winding up of
  the Company, whether or not the dividend rates, dividend payment dates or
  redemption or liquidation prices per share thereof shall be different from
  those of the Series E Preference Ordinary Shares or the Series E
  Parity Shares, if holders of such class or series, the Series E
  Preference Ordinary Shares and the Series E Parity Shares shall be
  entitled to the receipt of dividends and of amounts distributable upon any
  voluntary or involuntary return of assets on liquidation, dissolution or
  winding up of the Company in proportion to their respective amounts of
  accrued but unpaid dividends per share or liquidation preferences, without
  preference or priority of one over the other or (3) junior to the
  Series E Preference Ordinary Shares and the Series E Parity Shares,
  as to the payment of dividends or as to distribution of assets upon any
  voluntary or involuntary return of assets on liquidation, dissolution or
  winding up of the Company, if such class or series is ordinary shares or
  other shares ranking junior in right of payment to the Series E
  Preference Ordinary Shares and the Series E Parity Shares as to
  dividends or as to the distribution of assets upon any voluntary or
  involuntary return of assets on liquidation, dissolution or winding up on the
  basis set out above of the Company. The Series E Preference Ordinary
  Shares will therefore rank pari passu on the basis set out above
  with the Company’s Series A Preference Ordinary Shares, the Series B
  Preference Ordinary Shares and, if issued, the Series C Preference Ordinary
  Shares, if issued, the Series D Preference Ordinary Shares, including as to
  the payment dividends and as to distribution of assets upon 





-18-






	
 

	
 


	
 

	
any
  voluntary or involuntary return of assets on liquidation, dissolution or
  winding up of the Company.








	
 

	
 

	
 

	
 


	
3.4

	
Election of Directors


	
 

	
 


	
 

	
(a)

	
RESOLVED
  that, in the event that the Series E Holders may, voting together with
  any other Series E Parity Shares as necessary, select two persons and
  nominate such elected persons for appointment by the Board of Directors as
  additional Directors of the Company pursuant to paragraph 3.3(c)(iii) of
  these Resolutions during a Series E Voting Period, the Board of
  Directors hereby, pursuant to Article 52 of the Articles, increase the number
  of persons consisting of the Board of Directors by two persons (subject to
  the limit in the number of Directors stated in Article 52) and hereby
  appoint, pursuant to Article 82 of the Articles, such persons elected and
  nominated by the holders of preference ordinary shares as additional
  Directors of the Company. Such additional Directors shall be apportioned
  among the classes of Directors in accordance with Article 81(a) of the
  Articles. Such appointment is conditional upon and subject to the following:


	
 

	
 

	
 


	
 

	
 

	
(i)

	
The term of
  office of each such Director shall in all events automatically expire at the
  end of the applicable voting period; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
Prior to the
  appointment of each such elected person as a Director becoming effective,
  each such person shall provide to the Company notice in writing that he
  resigns from the office of Director, in the form attached to these
  Resolutions, which form is hereby approved, such notice to only be effective
  upon the earliest of: (i) the expiration of the applicable voting period
  during which such Director was appointed or (ii) the passing of an ordinary
  resolution by the holders of the relevant series of outstanding preference
  ordinary shares for the removal of such Director (in accordance with
  paragraph 3.3(c)(iv) of these Resolutions).


	
 

	
 

	
 

	
 


	
 

	
(b)

	
RESOLVED
  that, in the event that it is necessary for any Director elected and
  nominated by the Series E Holders to be removed from office in
  accordance with the provisions of paragraph 3.3(c)(iv) of these
  Resolutions, the Board of Directors shall put a special resolution to the
  Company at the immediately following Annual General Meeting of the Company
  for the removal of such Director or Directors pursuant to Article 81(b)
  of the Articles.


	
 

	
 

	
 


	
 

	
(c)

	
RESOLVED
  that, in the event that to give effect to the rights granted to the
  Series E Holders by the provisions of paragraph 3.3(c)(iii) of
  these Resolutions it is necessary to increase the limit in the number of
  Directors specified in Article 52 of the Articles, the Directors shall put an
  ordinary resolution to the Company at the next Annual General Meeting of the
  Company to increase the limit in the number of Directors.





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3.5

	
Approval of Transaction and Share Offering


	
 

	
 


	
 

	
(a)

	
RESOLVED
  that the Company be, and it hereby is, authorized to issue and sell the
  Series E Aggregate Available Liquidation Preference of Series E
  Preference Ordinary Shares, par value US$0.01 per share, in accordance with
  the terms and conditions of the Underwriting Agreement. All determinations in
  respect of the Series E Preference Ordinary Shares made by any officer
  or director of the Company, including, without limitation, approval of the
  form of share certificates, are hereby ratified and confirmed.


	
 

	
 

	
 


	
 

	
(b)

	
RESOLVED
  that the Company is, and it hereby is, authorized to make any periodic
  payments required under the Documents.


	
 

	
 

	
 


	
 

	
(c)

	
RESOLVED
  that any officer or director of the Company be, and each of them individually
  hereby is, authorised and directed in the name
  and on behalf of the Company to agree (in
  his or their absolute
  discretion and including any variations to the forms and terms thereof) to
  the terms and conditions of and (where appropriate) to execute under hand,
  under seal or as a deed and deliver, in the name and on behalf of the
  Company, the documents relating to the Series E Preference Ordinary
  Shares and the Transactions (including, without limitation, the Documents)
  and any and all other documents, instruments and certificates considered in
  the absolute discretion of such director or officer necessary, desirable or
  advisable to complete the Transactions described at the Meeting, execution
  thereof by any officer or Director of the Company being conclusive evidence
  of his or their and the Company’s agreement to the final terms and conditions
  of such Documents or any other documents.


	
 

	
 

	
 


	
 

	
(d)

	
RESOLVED
  that the Company is hereby authorized to appoint Mellon Investor Services LLC
  to serve as Transfer Agent, Paying Agent and Registrar with respect to the
  Series E Preference Ordinary Shares.


	
 

	
 

	
 


	
3.6

	
Approval of General Enabling Resolutions


	
 

	
 


	
 

	
(a)

	
RESOLVED
  that any officer or Director of the Company be, and each of them individually
  hereby is, authorized and directed in the name and on behalf of the Company,
  to (i) take or cause to be taken any and all such further actions (including,
  without limitation, execution and delivery of such deeds, contracts, agreements,
  instruments, documents and certificates as each of them shall deem in his or
  her absolute discretion necessary, advisable or desirable, such execution and
  delivery being conclusive evidence of it being so deemed) and to cause the Company
  to prepare, execute and deliver and where necessary or appropriate, file or
  cause to be filed with the appropriate governmental authorities, all such
  other instruments and documents, including, but not limited to, all
  certificates, contracts, bonds, agreements, documents, instruments, receipts
  or other papers, (ii) incur and pay or cause to be paid all fees and expenses,
  and (iii) engage such persons as they shall in their judgment determine to be
  necessary or appropriate to carry out 





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fully the
  intent and purposes of the foregoing resolutions and each of the transactions
  contemplated thereby.


	
 

	
 

	
 


	
 

	
(b)

	
RESOLVED
  that any person dealing with any officer or Director of the Company in
  connection with any of the foregoing matters shall be conclusively entitled
  to rely upon the authority of such officer or Director and by his execution
  of any document, agreement, instrument or certificate, the same shall be a
  valid and binding obligation of the Company enforceable in accordance with
  its terms.


	
 

	
 

	
 


	
 

	
(c)

	
RESOLVED
  that all actions previously taken by any officer or Director of the Company
  in connection with the actions contemplated by the foregoing resolutions be,
  and each hereby is, adopted, ratified, confirmed and approved in all respects.





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