Exhibit 10.1


Replacement Capital Covenant, dated as of March 15, 2007 (this “Replacement Capital
Covenant”), by XL Capital
Ltd, a limited company duly organized and existing under the laws of the Cayman
Islands (together with its successors and assigns, the “Company”), in favor of and for the benefit
of each Covered Debtholder (as defined below).


Recitals


A. On the date
hereof, the Company is issuing 1,000,000 Series E Perpetual Non-Cumulative
Preference Ordinary Shares, liquidation preference U.S. $1,000 per share (the “Series E
Preference Shares”).
The Company may from time to time elect to issue additional Series E Preference
Shares, and all such additional Series E Preference Shares would be deemed to
form a single series with the 1,000,000 Series E Preference Shares being issued
on the date hereof.


B. The Series E
Preference Shares and this Replacement Capital Covenant are described in the Prospectus
Supplement, dated March 12, 2007, filed with the United States Securities and
Exchange Commission (the “Commission”)
by the Company pursuant to Rule 424(b)(5) on March 13, 2007 relating to the
offering of Series E Preference Shares.


C. The Company is
entering into and disclosing the content of this Replacement Capital Covenant
in the manner provided below with the intent that the covenants provided for in
this Replacement Capital Covenant be enforceable by each Covered Debtholder and
that the Company be estopped from disregarding the covenants in this
Replacement Capital Covenant, in each case to the fullest extent permitted by applicable
law.


D. The Company
acknowledges that reliance by each Covered Debtholder upon the covenants in
this Replacement Capital Covenant is reasonable and foreseeable by the Company
and that, were the Company to disregard its covenants in this Replacement
Capital Covenant, each Covered Debtholder would have sustained an injury as a
result of its reliance on such covenants.


NOW, THEREFORE, the
Company hereby covenants and agrees as follows in favor of and for the benefit
of each Covered Debtholder.


SECTION 1. Definitions. Capitalized terms used in
this Replacement Capital Covenant (including the Recitals) have the meanings
set forth in Schedule I hereto.


SECTION 2. Limitations
on Redemption or Repurchase of Series E Preference Shares. The
Company hereby promises and covenants to and for the benefit of each Covered
Debtholder that, on or before the RCC Termination Date, neither the Company nor
any of its Subsidiaries shall redeem or purchase all or any part of the Series
E Preference Shares, except to the extent that the applicable redemption or
purchase price (exclusive of declared and unpaid dividends thereon) does not
exceed the sum of the following amounts:


	
 

	
 

	
 


	
 

	
(i)

	
the
  Applicable Percentage of (a) the aggregate amount of net cash proceeds
  received by the Company and its Subsidiaries from the sale of Ordinary Shares
  and Qualifying Warrants to Persons other than the Company and its
  Subsidiaries and (b) the Market Value of any Ordinary Shares that the Company
  and its Subsidiaries have issued to persons other than the Company and its
  Subsidiaries in connec-















	
 

	
 

	
 


	
 

	
 

	
tion with
  the conversion of any convertible or exchangeable securities, other than
  securities for which the Company or any of its Subsidiaries has received
  equity credit from any NRSRO (as defined below), in each case since the most
  recent Measurement Date (without double counting proceeds received in any
  prior Measurement Period); plus


	
 

	
 

	
 


	
 

	
(ii)

	
100% of the
  aggregate amount of net cash proceeds received by the Company and its Subsidiaries
  since the most recent Measurement Date (without double counting proceeds
  received in any prior Measurement Period) from the sale of Mandatorily
  Convertible Preferred Stock, Debt Exchangeable for Preferred Equity and Debt
  Exchangeable for Common Equity to Persons other than the Company and its
  Subsidiaries; plus


	
 

	
 

	
 


	
 

	
(iii)

	
100% of the
  aggregate amount of net cash proceeds received by the Company and its
  Subsidiaries since the most recent Measurement Date (without double counting
  proceeds received in any prior Measurement Period) from the sale of any other
  Qualifying Capital Securities to Persons other than the Company and its
  Subsidiaries.





SECTION 3. Covered Debt.


(a) The
Company represents and warrants that the Initial Covered Debt is Eligible Debt.


(b) The
Company shall follow the procedures set forth in Section 3(c) for redesignating
the Covered Debt in the event that the Covered Debt then in effect is Eligible
Senior Debt and the Company subsequently issues Eligible Subordinated Debt, in
which case the Company shall redesignate such newly-issued Eligible
Subordinated Debt as the Covered Debt. In addition, the Company shall follow
the procedures set forth in Section 3(c) for redesignating the Covered Debt on
(i) the date that is two years prior to the final maturity date of the Covered
Debt then in effect or (ii) the applicable redemption or repurchase date in the
event the Company elects to redeem, or the Company or a Subsidiary of the
Company elects to repurchase, such Covered Debt in whole or in part with the consequence
that after giving effect to such redemption or repurchase, the outstanding
principal amount of such Covered Debt is less than $100,000,000.


(c) During the
30-calendar-day period immediately preceding any Redesignation Date with
respect to the Covered Debt then in effect, the Company shall identify the
series of Eligible Debt that will become the Covered Debt on and after such
Redesignation Date in accordance with the following procedures:


	
 

	
 

	
 


	
 

	
(i)

	
the Company
  shall identify each series of its then outstanding long-term indebtedness for
  money borrowed that is Eligible Debt;


	
 

	
 

	
 


	
 

	
(ii)

	
if only one
  series of the Company’s then outstanding long-term indebtedness for money
  borrowed is Eligible Debt, such series shall become the Covered Debt
  commencing on the related Redesignation Date; and





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(iii)

	
if the
  Company has more than one outstanding series of long-term indebtedness for
  money borrowed that is Eligible Debt, the series that has the latest
  occurring final maturity date shall become the Covered Debt on the related
  Redesignation Date.





The series of
outstanding long-term indebtedness for money borrowed that is determined to be
Covered Debt pursuant to clause (c)(ii) or (c)(iii) above shall be the Covered
Debt for purposes of this Replacement Capital Covenant for the period
commencing on the related Redesignation Date and continuing to, but not
including, the Redesignation Date as of which a new series of outstanding
long-term indebtedness is next determined to be the Covered Debt pursuant to
the procedures set forth in this Section 3(c).


In connection
with the identification of any new series of Covered Debt, the Company shall
give the notices and/or make the filings or website postings provided for in Section
3(d) within the time frame provided for in such section.


(d) Notice. In order to give effect to the
intent of the Company described in Recital C, the Company covenants that:


	
 

	
 

	
 


	
 

	
(i)

	
simultaneously
  with the execution of this Replacement Capital Covenant or as soon as practicable
  after the date hereof, it shall give notice to the Holder(s) of the Initial
  Covered Debt, in the manner provided in the indenture, fiscal agency
  agreement or other instrument relating to the Initial Covered Debt, of this
  Replacement Capital Covenant and the rights granted to such Holder(s)
  hereunder and (A) if the Initial Covered Debt includes securities issued in
  the United States, file a copy of this Replacement Capital Covenant with the
  Commission as an exhibit to a Current Report on Form 8-K under the Exchange
  Act or (B) if the Initial Covered Debt was predominately offered outside of
  the United States, (I) post a copy of this Replacement Capital Covenant on
  the Company’s website (currently: www.xlcapital.com), (II) as promptly as practicable,
  cause a notice of the execution of this Replacement Capital Covenant to be
  posted on the Bloomberg screen for the Initial Covered Debt or any successor
  Bloomberg screen or similar vendor’s screen the Company reasonably believes
  is appropriate (each an “Investor Screen”) and (III) cause a hyperlink
  to the execution copy of this Replacement Capital Covenant to be included on
  the Investor Screen for the Initial Covered Debt;


	
 

	
 

	
 


	
 

	
(ii)

	
it shall, if
  a series of the Company’s long-term indebtedness for money borrowed that
  includes securities issued in the United States (1) becomes Covered Debt or
  (2) ceases to be Covered Debt, (A) give notice of such occurrence within 30
  calendar days to the holders of such long-term indebtedness for money
  borrowed in the manner provided for in the indenture, fiscal agency agreement
  or other instrument under which such long-term indebtedness for money
  borrowed was issued and (B) if and so long as it is a reporting company under
  the Exchange Act, report such change by filing a Current Report on Form 8-K
  under the Exchange Act containing a description of the covenant set forth in
  Section 2 and identifying the series of long-term indebtedness for borrowed
  money that is Covered Debt as





-3-








	
 

	
 

	
 


	
 

	
 

	
of the date
  of such filing and including or incorporating by reference a copy of this
  Replacement Capital Covenant as an exhibit;


	
 

	
 

	
 


	
 

	
(iii)

	
it shall, if
  a series of the Company’s long-term indebtedness for money borrowed that was
  predominately offered outside of the United States (1) becomes Covered Debt
  or (2) ceases to be Covered Debt, (A) give notice of such occurrence within
  30 calendar days to the holders of such long-term indebtedness for money borrowed
  in the manner provided for in the indenture, fiscal agency agreement or other
  instrument under which such long-term indebtedness for money borrowed was
  issued, (C) as promptly as practicable, post a notice of such change on the
  Company’s website, (D) as promptly as practicable, cause a notice of such
  occurrence to be posted on the Investor Screen for the then-effective series
  of Covered Debt and (E) cause a hyperlink to the execution copy of this
  Replacement Capital Covenant to be included on the Investor Screen for such
  Covered Debt;


	
 


	
 

	
(iv)

	
to the
  extent that the Company has posted information pursuant to clause (i)(B) or
  clause (iii), at least once annually, it shall verify that the postings
  required in such clauses are functional and accessible and, if necessary,
  cause such functionality and accessibility to be restored;


	
 

	
 

	
 


	
 

	
(v)

	
if and so
  long as it is a reporting company under the Exchange Act, the Company shall
  include in each annual report filed with the Commission on Form 10-K under
  the Exchange Act a description of the covenant set forth in Section 2 and identify
  the series of long-term indebtedness for borrowed money that is Covered Debt
  as of the date such Form 10-K is filed with the Commission;


	
 

	
 

	
 


	
 

	
(vi)

	
if and so
  long as it is not a reporting company under the Exchange Act, the Company
  shall post on its website the information required by clauses (d)(ii) and
  (d)(v); and


	
 

	
 

	
 


	
 

	
(vii)

	
promptly
  upon request by any Holder of Covered Debt, provide such Holder with an
  executed copy of this Replacement Capital Covenant.





SECTION 4. Termination,
Amendment and Waiver.


(a) The
obligations of the Company pursuant to this Replacement Capital Covenant shall
remain in full force and effect until the earliest date (the “Termination Date”) to occur of:


	
 

	
 

	
 


	
 

	
(i)

	
April 15,
  2047, subject to extension as provided in Section 4(b)(iii);


	
 

	
 

	
 


	
 

	
(ii)

	
the date, if
  any, on which the Holder(s) of a majority by principal amount of the
  then-effective series of Covered Debt consent or agree in writing to the
  termination of this Replacement Capital Covenant and the obligations of the
  Company hereunder;





-4-








	
 

	
 

	
 


	
 

	
(iii)

	
the date on
  which the Company does not have any series of outstanding Eligible
  Subordinated Debt or Eligible Senior Debt (in each case without giving effect
  to the rating requirement in clause (b) of the definition of each such term);
  and


	
 

	
 

	
 


	
 

	
(iv)

	
the date on
  which the Company does not have any outstanding Series E Preference Shares.





From and after
the Termination Date, the obligations of the Company pursuant to this
Replacement Capital Covenant shall be of no further force and effect.


(b) This
Replacement Capital Covenant may be amended or supplemented from time to time
by a written instrument signed by the Company with the consent of the Holder(s)
of a majority by principal amount of the then-effective series of Covered Debt,
provided that this Replacement
Capital Covenant may be amended or supplemented from time to time by a written
instrument signed only by the Company (and without the consent of the Holder(s)
of the then-effective series of Covered Debt) if:


	
 

	
 

	
 


	
 

	
(i)

	
the effect
  of such amendment or supplement is solely to impose additional restrictions
  on the types of securities qualifying as Replacement Capital Securities, and
  an officer of the Company has delivered to the Holders of the then-effective
  series of Covered Debt in the manner provided for in the indenture, fiscal
  agency agreement or other instrument with respect to such Covered Debt a
  written certificate to that effect; 


	
 

	
 

	
 


	
 

	
(ii)

	
the effect
  of such amendment or supplement is solely to eliminate Ordinary Shares,
  Mandatorily Convertible Preference Shares or Debt Exchangeable for Common
  Equity as a security or securities covered by Sections 2(i) and (ii), provided
  that the Company has been advised in writing by a nationally recognized
  independent accounting firm that there is more than an insubstantial risk
  that the failure to do so would result in a reduction in the Company’s
  earnings per share as calculated for financial reporting purposes;


	
 

	
 

	
 


	
 

	
(iii)

	
the effect
  of such amendment or supplement is solely to impose additional restrictions
  on the ability of the Company to redeem or purchase Series E Preference
  Shares in any circumstance, including extending the termination date
  specified in Section 4(a)(i), the dates specified in the definition of
  Applicable Percentage and the dates specified in the definition of Qualifying
  Capital Securities; or


	
 

	
 

	
 


	
 

	
(iv)

	
such
  amendment or supplement is not adverse to the Holder(s) of the then-effective
  series of Covered Debt and an officer of the Company has delivered to the
  Holder(s) of the then effective series of Covered Debt in the manner provided
  for in the indenture, fiscal agency agreement or other instrument with
  respect to such Covered Debt a written certificate stating that, in his or
  her determination, such amendment or supplement is not adverse to the
  Holder(s) of the then-effective series of Covered Debt.





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(c) For
purposes of Sections 4(a) and 4(b), the Holder(s) whose consent or agreement is
required to terminate, amend or supplement the obligations of the Company under
this Replacement Capital Covenant shall be the Holder(s) of the then-effective
series of Covered Debt as of a record date established by the Company that is
not more than 30 calendar days prior to the date on which the Company proposes
that such termination, amendment or supplement becomes effective.


SECTION 5. Miscellaneous.


(a) This
Replacement Capital Covenant shall be governed by, and construed in accordance
with, the laws of the State of New York.


(b) This
Replacement Capital Covenant shall be binding upon the Company and its
successors and assigns and shall inure to the benefit of the Covered
Debtholders as they exist from time-to-time (it being understood and agreed by
the Company that any Person who is a Covered Debtholder at the time such Person
initiates a claim or proceeding to enforce such Person’s rights under this Replacement
Capital Covenant after the Company has violated its covenants in Section 2 and
before the series of long-term indebtedness for money borrowed held by such
Person is no longer Covered Debt, such Person’s rights under this Replacement
Capital Covenant shall not terminate by reason of such series of long-term
indebtedness for money borrowed no longer being Covered Debt until the
termination of such claim or proceeding). Except as specifically provided
herein, this Replacement Capital Covenant shall have no other beneficiaries,
and no Persons other than a Holder of Covered Debt is entitled to rely on this
Replacement Capital Covenant.


(c) All
demands, notices, requests and other communications to the Company under this Replacement
Capital Covenant shall be deemed to have been duly given and made if in writing
and:


	
 

	
 

	
 


	
 

	
(i)

	
if served by
  personal delivery upon the Company, on the day so delivered (or, if such day
  is not a Business Day, the next succeeding Business Day);


	
 

	
 

	
 


	
 

	
(ii)

	
if delivered
  by registered post or certified mail, return receipt requested, or sent to
  the Company by a national or international courier service, on the date of
  receipt by the Company (or, if such date of receipt is not a Business Day,
  the next succeeding Business Day); or


	
 

	
 

	
 


	
 

	
(iii)

	
if sent by
  telecopier, on the day telecopied, or if not a Business Day, the next succeeding
  Business Day, provided that the telecopy is promptly confirmed by
  telephone confirmation thereof,





and in each
case to the Company at the address set forth below, or at such other address as
the Company may thereafter notify to Covered Debtholders or post on its website
as the address for notices under this Replacement Capital Covenant:


-6-







XL Capital Ltd

XL House

1 Bermudiana Road

Hamilton HM 11

Bermuda

Attention:

Facsimile No:


-7-







IN WITNESS WHEREOF, the Company has caused this
Replacement Capital Covenant to be executed by its duly authorized officer, as
of the day and year first above written.


XL Capital Ltd


	
 

	
 

	
 


	
By: 

	
/s/ Kirstin
  Romann Gould

	
 


	
 

	


	
 


	
 

	
Name:
  Kirstin Romann Gould

	
 


	
 

	
Title: EVP,
  General Counsel of Corporate

	
 


	
 

	
          Affairs & Secretary

	
 














Schedule
1


Definitions


“Alternative Payment Mechanism” means, with
respect to any securities or combination of securities (together in this
definition, “such securities”), provisions in the related transaction documents
requiring the Company to issue (or use commercially reasonable efforts to
issue) one or more types of APM Qualifying Securities raising eligible proceeds
at least equal to the deferred Distributions on such securities and apply the
proceeds to pay unpaid Distributions on such securities, commencing on the
earlier of (x) the first Distribution Date after commencement of a deferral
period on which the Company pays current Distributions on such securities and
(y) the fifth anniversary of the commencement of such deferral period, and
that:


	
 

	
 

	
 


	
 

	
(a)

	
define
  “eligible proceeds” to mean, for purposes of such Alternative Payment
  Mechanism, the net proceeds (after underwriters’ or placement agents’ fees,
  commissions or discounts and other expenses relating to the issuance or sale
  of the relevant securities, where applicable, and including the fair market
  value of property received by the Company or any of its Subsidiaries as
  consideration for such securities) that the Company has received during the
  180 days prior to the related Distribution Date from the issuance of APM
  Qualifying Securities, up to the Preferred Cap (as defined in paragraph (f)
  below) in the case of APM Qualifying Securities that are Qualifying
  Non-Cumulative Perpetual Preferred Stock or Mandatorily Convertible Preferred
  Stock;


	
 

	
 

	
 


	
 

	
(b)

	
permit the
  Company to pay current Distributions on any Distribution Date out of any
  source of funds but prohibit the Company from paying deferred Distributions
  out of any source of funds other than eligible proceeds;


	
 

	
 

	
 


	
 

	
(c)

	
if deferral
  of Distributions continues for more than one year (or such shorter period as
  provided for in the terms of such securities), require the Company not to
  repay, redeem or purchase any APM Qualifying Securities of the Company or any
  securities of the Company that on a bankruptcy or liquidation of the Company
  rank pari passu or junior to
  such APM Qualifying Securities until at least one year after all deferred
  Distributions have been paid;


	
 

	
 

	
 


	
 

	
(d)

	
may include
  a provision that, notwithstanding the Common Cap (as defined in paragraph (f)
  below) and the Preferred Cap, for purposes of paying deferred Distributions,
  limits the ability of the Company to sell Ordinary Shares, Qualifying Warrants,
  or Mandatorily Convertible Preferred Stock above an aggregate cap specified
  in the transaction documents (a “Share Cap”),
  subject to the Company’s agreement to use commercially reasonable efforts to
  increase the Share Cap amount (i) only to the extent that it can do so and
  simultaneously satisfy its future fixed or contingent obligations under other
  securities and derivative instruments that provide for settlement or payment
  in Ordinary Shares or (ii) if the Company cannot increase the Share Cap
  amount as contemplated in the preceding clause, by requesting its Board of
  Directors to adopt a resolution for shareholder











	
 

	
 

	
 


	
 

	
 

	
vote at the
  next occurring annual shareholders meeting to increase the number of shares
  of the Company’s authorized Ordinary Shares for purposes of satisfying the
  Company’s obligations to pay deferred Distributions;


	
 

	
 

	
 


	
 

	
(e)

	
permit the
  Company, at its option, to provide that if the Company is involved in a
  merger, consolidation, amalgamation or conveyance, transfer or lease of
  assets substantially as an entirety to any other person (a “business
  combination”) where immediately after the consummation of the
  business combination more than 50% of the voting stock of the surviving entity
  of the business combination, or the person to whom all or substantially all
  of the Company’s assets are conveyed, transferred or leased, is owned by the
  shareholders of the other party to the business combination, then clauses
  (a), (b) and (c) above will not apply to any deferral period that is
  terminated on the next interest payment date following the date of consummation
  of the business combination; and


	
 

	
 

	
 


	
 

	
(f)

	
limit the
  obligation of the Company to issue (or use commercially reasonable efforts to
  issue) APM Qualifying Securities up to:








	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
in the case
  of APM Qualifying Securities that are Ordinary Shares or Qualifying Warrants,
  an aggregate amount of all Ordinary Shares issued or issuable upon the
  exercise of such Qualifying Warrants pursuant to the Alternative Payment
  Mechanism with respect to deferred Distributions during the first five years
  of any deferral period equal to 2% of the total number of issued and
  outstanding shares of the Ordinary Shares of the Company as of the date of
  the Company’s most recently publicly available consolidated financial
  statements as of the date of such issuance (the “Common Cap”), provided (and it being understood) that
  the Common Cap shall cease to apply to such deferral period by a date (as specified
  in the related transaction documents) which shall be not later than the fifth
  anniversary of the commencement of such deferral period; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
in the case
  of APM Qualifying Securities that are Qualifying Non-Cumulative Perpetual
  Preferred Stock or Mandatorily Convertible Preferred Stock, an amount from
  the issuance thereof pursuant to the related Alternative Payment Mechanism
  (including at any point in time from all prior issuances of Qualifying
  Non-Cumulative Perpetual Preferred Stock and still-outstanding Mandatorily
  Convertible Preferred Stock pursuant to such Alternative Payment Mechanism)
  equal to 25% of the initial principal or stated amount of the securities that
  are the subject of the related Alternative Payment Mechanism (the “Preferred Cap”);


	
 

	
 

	
 

	
 


	
provided (and it
  being understood) that:






	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
the Company
  shall not be obligated to issue (or use commercially reasonable efforts to
  issue) APM Qualifying Securities for so long as a Market Disruption Event has
  occurred and is continuing;





-2-








	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
if, due to a
  Market Disruption Event or otherwise, the Company is able to raise and apply
  some, but not all, of the eligible proceeds necessary to pay all deferred
  Distributions on any Distribution Date, the Company will apply any available
  eligible proceeds to pay accrued and unpaid Distributions on the applicable
  Distribution Date in chronological order subject to the Common Cap, the
  Preferred Cap and the Share Cap (if any), as applicable; and if the Company
  has outstanding more than one class or series of securities under which it is
  obligated to sell a type of APM Qualifying Securities and apply some part of
  the proceeds to the payment of deferred Distributions, then on any date and
  for any period the amount of net proceeds received by the Company from those
  sales and available for payment of deferred Distributions on such securities
  shall be applied to such securities on a pro rata basis in proportion to the
  total amounts that are due on such securities.





“APM
Qualifying Securities” means:


	
 

	
 

	
 


	
 

	
(a)

	
Ordinary
  Shares;


	
 

	
 

	
 


	
 

	
(b)

	
Qualifying
  Warrants;


	
 

	
 

	
 


	
 

	
(c)

	
Qualifying
  Non-Cumulative Perpetual Preferred Stock; or


	
 

	
 

	
 


	
 

	
(d)

	
Mandatorily
  Convertible Preferred Stock.





“Applicable Percentage” means: 1 divided by
(i) 75% with respect to any repayment, redemption or purchase prior to April
15, 2017, (ii) 50% with respect to any repayment, redemption or purchase on or
after April 15, 2017 and prior to April 15, 2037 and (iii) 25% with respect to
any repayment, redemption or purchase on or after April 15, 2037 (for example,
prior to April 15, 2017, the Applicable Percentage in the case of such securities
will be 133.33%).


“Bankruptcy
Claim Limitation Provision” means, with respect to any Qualifying
Capital Securities that have a Mandatory Trigger Provision or a No Payment
Provision, provisions that, upon any liquidation, dissolution, winding up or
reorganization or in connection with any insolvency, receivership or proceeding
under any bankruptcy law with respect to the issuer, limit the claim of the
holders of such securities (other than non-cumulative perpetual Preference
Ordinary Shares) to Distributions that accumulate during (A) any period in
which the issuer fails to satisfy one or more financial tests set forth in the
terms of such securities or related transaction agreements, in the case of
securities that have a Mandatory Trigger Provision, or (B) any deferral period,
in the case of securities that have a No Payment Provision, to:


	
 

	
 

	
 


	
 

	
(a)

	
in the case
  of Qualifying Capital Securities with respect to which the APM Qualifying
  Securities do not include Qualifying Non-Cumulative Perpetual Preferred Stock
  or Mandatorily Convertible Preferred Stock, 25% of the stated or principal
  amount of such Qualifying Capital Securities then outstanding; and





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(b)

	
in the case
  of any other Qualified Capital Securities, an amount not in excess of the sum
  of (x) two years of accumulated and unpaid Distributions (including compound
  amounts thereon) and (y) an amount equal to the excess, if any, of the Preferred
  Cap over the aggregate amount of net proceeds from the sale of Qualifying
  Non-Cumulative Perpetual Preferred Stock that the issuer has applied to pay
  such Distributions pursuant to the Mandatory Trigger Provision or No Payment
  Provision; provided that the holders of such Qualifying Capital
  Securities are deemed to agree that, to the extent the remaining claim
  exceeds the amount set forth in clause (x), the amount they receive in
  respect of such excess shall not exceed the amount they would have received
  had the claim for such excess ranked pari passu with the interests of the
  holders, if any, of Qualifying Non-Cumulative Perpetual Preferred Stock.





“Business Day” means each day other than (a)
a Saturday or Sunday or (b) a day on which banking institutions in The City of
New York are authorized or required by law or executive order to remain closed,
and, on or after April 15, 2017 a day that is not a London business day.


“Commission” means the United States
Securities and Exchange Commission.


“Company” has the meaning specified in the
introduction to this instrument.


“Covered Debt” means (a) at the date of this
Replacement Capital Covenant and continuing to but not including the first
Redesignation Date, the Initial Covered Debt and (b) thereafter, commencing
with each Redesignation Date and continuing to but not including the next
succeeding Redesignation Date, the Eligible Debt identified pursuant to Section
3(b) as the Covered Debt for such period.


“Covered Debtholder” means each Person
(whether a Holder or a beneficial owner holding through a participant in a
clearing agency) that buys, holds or sells long-term indebtedness for money
borrowed of the Company during the period that such long-term indebtedness for
money borrowed is Covered Debt.


“Debt Exchangeable for Common Equity” means
a security or combination of securities (together in this definition, “such
securities”) that:


	
 

	
 

	
 


	
 

	
(a)

	
gives the
  holder a beneficial interest in (i) debt securities of the Company that are not redeemable prior to settlement of
  the stock purchase contract referred to in subclause (ii) hereof and (ii) an interest in a
  stock purchase contract for an Ordinary Share of the Company that will be
  settled in three years or less, with the number of Ordinary Shares
  purchasable pursuant to such stock purchase contract to be within a range
  established at the time of issuance of such debt securities;


	
 

	
 

	
 


	
 

	
(b)

	
provides
  that the investors directly or indirectly grant to the Company a security
  interest in such debt securities and their proceeds (including any substitute
  collateral permitted under the transaction documents) to secure the
  investors’ direct or indirect obligation to purchase Ordinary Shares of the
  Company pursuant to such stock purchase contracts;





-4-








	
 

	
 

	
 


	
 

	
(c)

	
includes a
  remarketing feature pursuant to which the debt securities of the Company are
  remarketed to new investors commencing not later than 30 days prior to the
  settlement date of the purchase contract;


	
 

	
 

	
 


	
 

	
(d)

	
provides for
  the proceeds raised in the remarketing to be used to purchase Ordinary Shares
  of the Company under the stock purchase contracts and, if there has not been
  a successful remarketing by the settlement date of the purchase contract, provides
  that the stock purchase contracts will be settled by the Company foreclosing
  on its debt securities or other collateral directly or indirectly pledged by
  investors in the Debt Exchangeable for Common Equity.





“Debt Exchangeable for Preferred Equity”
means a security or combination of securities (together in this definition,
“such securities”) that:


	
 

	
 

	
 


	
 

	
(a)

	
gives the
  holder a beneficial interest in (i) subordinated debt securities of the
  Company that include a provision requiring the Company to issue (or use
  commercially reasonable efforts to issue) one or more types of APM Qualifying
  Securities raising proceeds at least equal to the deferred Distributions on
  such subordinated debt securities commencing not later than the second
  anniversary of the commencement of such deferral period and that are the most
  junior subordinated debt of the Company (or rank pari passu with the Most Junior Subordinated Debt
  Securities of the Company) (in this definition, “subordinated debt” of the
  Company) and (ii) an interest in a stock purchase contract for a share of
  non-cumulative perpetual preferred stock of the Company that ranks pari passu with or junior to all other
  Preference Ordinary Shares of the Company (in this definition, “preferred
  stock” of the Company);


	
 

	
 

	
 


	
 

	
(b)

	
provides
  that the investors directly or indirectly grant to the Company a security
  interest in such subordinated debt securities and their proceeds (including
  any substitute collateral permitted under the transaction documents) to
  secure the investors’ direct or indirect obligation to purchase preferred
  stock of the Company pursuant to such stock purchase contracts;


	
 

	
 

	
 


	
 

	
(c)

	
includes a
  remarketing feature pursuant to which the subordinated debt of the Company is
  remarketed to new investors commencing not later than the first Distribution
  Date that is at least five years after the date of issuance of securities or
  earlier in the event of an early settlement event based on: (i) the
  dissolution of the issuer of such debt exchangeable for preferred equity or
  (ii) one or more financial tests set forth in the terms of the instrument
  governing such debt exchangeable for preferred equity;


	
 

	
 

	
 


	
 

	
(d)

	
provides for
  the proceeds raised in the remarketing to be used to purchase preferred stock
  of the Company under the stock purchase contracts and, if there has not been
  a successful remarketing by the first Distribution Date that is six years
  after the date of issuance of such securities, provides that the stock
  purchase contracts will be settled by the Company foreclosing on its subordinated
  debt securi-





-5-








	
 

	
 

	
 


	
 

	
 

	
ties or other
  collateral directly or indirectly pledged by investors in the Debt
  Exchangeable for Preferred Equity;


	
 

	
 

	
 


	
 

	
(e)

	
includes a
  replacement capital covenant substantially similar to this Replacement
  Capital Covenant or an Other Qualifying Capital Replacement Covenant that
  will apply to such securities and to the preferred stock of the Company, and
  will not include Debt Exchangeable for Preferred Equity or Debt Exchangeable
  for Common Equity as a Replacement Capital Security; and


	
 

	
 

	
 


	
 

	
(f)

	
if
  applicable, after the issuance of such preferred stock of the Company,
  provides the holders of such securities with a beneficial interest in such
  preferred stock of the Company.





“Distribution Date” means, as to any
securities or combination of securities, the dates on which periodic
Distributions on such securities are scheduled to be made.


“Distribution Period” means, as to any
securities or combination of securities, each period from and including the
later of the issue date and a Distribution Date for such securities to but
excluding the next succeeding Distribution Date for such securities.


“Distributions” means, as to a security or
combination of securities, dividends, interest payments or other income
distributions to the holders thereof that are not Subsidiaries of the Company.


“Eligible Debt” means, at any time, Eligible
Subordinated Debt or, if no Eligible Subordinated Debt is then outstanding,
Eligible Senior Debt.


 “Eligible
Senior Debt” means, at any time in respect of any issuer, each
series of outstanding unsecured long-term indebtedness for money borrowed of
such issuer that (a) upon a bankruptcy, liquidation, dissolution or winding-up
of the issuer, ranks most senior among the issuer’s then outstanding classes of
indebtedness for money borrowed, (b) is then assigned a rating
by at least one NRSRO (provided that this clause (b) shall apply
on a Redesignation Date only if on such date the issuer has outstanding senior
long-term indebtedness for money borrowed that satisfies the requirements of
clauses (a), (c) and (d) that is then assigned a rating by at least one NRSRO),
(c) has an outstanding principal amount of not less than $100,000,000, and (d)
was issued through or with the assistance of a commercial or investment banking
firm or firms acting as underwriters, initial purchasers or placement or
distribution agents. For purposes of this definition as applied to securities
with a CUSIP number, each issuance of long-term indebtedness for money borrowed
that has (or, if such indebtedness is held by a trust or other intermediate
entity established directly or indirectly by the issuer, the securities of such
intermediate entity that have) a separate CUSIP number shall be deemed to be a
series of the issuer’s long-term indebtedness for money borrowed that is separate
from each other series of such indebtedness.



“Eligible Subordinated Debt” means, at any
time in respect of any issuer, each series of the issuer’s then outstanding
unsecured long-term indebtedness for money borrowed that (a) upon a bankruptcy,
liquidation, dissolution or winding-up of the issuer, ranks subordinate to the
issuer’s then outstanding series of indebtedness for money borrowed that ranks
most senior, (b) is then




-6-







assigned a rating by at least one NRSRO (provided
that this clause (b) shall apply on a Redesignation Date only if on such date
the issuer has outstanding subordinated long-term indebtedness for money
borrowed that satisfies the requirements in clauses (a), (c) and (d) that is
then assigned a rating by at least one NRSRO), (c) has an outstanding principal
amount of not less than $100,000,000, and (d) was issued through or with the
assistance of a commercial or investment banking firm or firms acting as
underwriters, initial purchasers or placement or distribution agents. For purposes
of this definition as applied to securities with a CUSIP number, each issuance
of long-term indebtedness for money borrowed that has (or, if such indebtedness
is held by a trust or other intermediate entity established directly or
indirectly by the issuer, the securities of such intermediate entity that have)
a separate CUSIP number shall be deemed to be a series of the issuer’s
long-term indebtedness for money borrowed that is separate from each other
series of such indebtedness.


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


“Holder” means, as to the Covered Debt then
in effect, each holder of such Covered Debt as reflected on the securities
register maintained by or on behalf of the Company with respect to such Covered
Debt.


“Initial Covered Debt” means the Company’s
6.375% Senior Notes Due November 15, 2024 issued in the aggregate principal
amount of $350,000,000 (CUSIP: 98372PAG3).


“Intent-Based Replacement Disclosure” means,
as to any security or combination of securities (together in this definition,
“securities”), that the issuer has publicly stated its intention, either in the
prospectus or other offering document under which such securities were
initially offered for sale or in filings with the Commission made by the issuer
under the Exchange Act prior to or contemporaneously with the issuance of such
securities, that the issuer, to the extent the securities provide the issuer
with equity credit, will repay, redeem or purchase such securities only with
the proceeds of replacement capital securities that have terms and provisions
at the time of repayment, redemption or purchase that are as or more
equity-like than the securities then being repaid, redeemed or purchased,
raised within 180 days prior to the applicable repayment, redemption or purchase
date.


“London business day” is any day on which
dealings in deposits in U.S. dollars are transacted in the London interbank
market.


“Mandatorily Convertible Preferred Stock”
means Preference Ordinary Shares with (a) no prepayment obligation on the part
of the issuer thereof, whether at the election of the holders or otherwise, and
(b) a requirement that such Preference Ordinary Shares convert into Ordinary
Shares within three years from the date of its issuance at a conversion ratio
within a range established at the time of issuance of such Preference Ordinary
Shares.


“Mandatory Trigger Provision” means, as to
any security or combination of securities (together in this definition,
“securities”), provisions in the terms thereof or of the related transaction
agreements that (a) require or, at its option in the case of non-cumulative perpetual
Preference Ordinary Shares, permit the issuer of such securities to make
payment of Distributions on such securities only pursuant to the issue and sale
of APM Qualifying Securities, within no more than


-7-







two years of a
failure to satisfy one or more financial tests set forth in the terms of such
securities or related transaction agreements, in an amount such that the net
proceeds of such sale are at least equal to the amount of unpaid Distributions
on such securities (including without limitation all deferred and accumulated
amounts) and in either case require the application of the net proceeds of such
sale to pay such unpaid Distributions, provided that: (1) if the APM Qualifying
Securities issued and sold are Qualifying Non-Cumulative Perpetual Preferred
Stock or Mandatorily Convertible Preferred Stock, the amount of the net
proceeds of Qualifying Non-Cumulative Perpetual Preferred Stock and Mandatorily
Convertible Preferred Stock applied, together with the net proceeds of all
prior issuances of Qualifying Non-Cumulative Preferred Stock and any
still-outstanding Mandatorily Convertible Preferred Stock applied during the
current and all prior deferral periods, to pay such Distributions pursuant to
such provision may not exceed 25% of the initial liquidation or principal
amount of such securities and (2) if the APM Qualifying Securities issued and
sold are Ordinary Shares or Qualifying Warrants and if the Mandatory Trigger
provision does not require such issuance and sale within one year of such
failure, the number of Ordinary Shares issued or issuable upon the exercise of
such Qualifying Warrants plus the number of Ordinary Shares previously issued or
issuable upon the exercise of previously issued Qualifying Warrants may not
exceed 2% of the total number of issued and outstanding shares of the Company’s
Ordinary Shares as of the date of the Company’s most recent publicly available
consolidated financial statements as of the date of such issuance, provided
(and it being understood) that: (1) the Company shall not be obligated to issue
(or use commercially reasonable efforts to issue) APM Qualifying Securities for
so long as a Market Disruption Event has occurred and is continuing and (2) if,
due to a Market Disruption Event or otherwise, the Company is able to raise and
apply some, but not all, of the eligible proceeds necessary to pay all deferred
Distributions on any Distribution Date, the Company will apply any available
eligible proceeds to pay accrued and unpaid Distributions on the applicable
Distribution Date in chronological order subject to the Share Cap (if any); and
if the Company has outstanding more than one class or series of securities under
which it is obligated to sell a type of APM Qualifying Securities and apply
some part of the proceeds to the payment of deferred Distributions, then on any
date and for any period the amount of net proceeds received by the Company from
those sales and available for payment of deferred Distributions on such securities
shall be applied to such securities on a pro rata basis in proportion to the
total amounts that are due on such securities, (b) prohibit the issuer from purchasing
any APM Qualifying Securities or any of the Company’s securities that on the
Company’s bankruptcy or liquidation rank pari passu or junior to such APM
qualifying securities prior to the date that is six months after the issuer
applies the net proceeds of the sales described in clause (a) to pay such
unpaid Distributions, and (c) include a Bankruptcy Claim Limitation Provision.
No remedy other than Permitted Remedies may arise by the terms of such
securities or related transaction agreements in favor of the holders of such
securities as a result of the issuer’s failure to pay Distributions because of
the Mandatory Trigger Provision or as a result of the issuer’s exercise of its
right under an Optional Deferral Provision until Distributions have been
deferred for one or more Distribution Periods that total together at least ten
years.


-8-







“Market Disruption Events” means the
occurrence or existence of any of the following events or sets of circumstances:


	
 

	
 

	
 


	
 

	
(a)

	
trading in
  securities generally, or shares of our securities specifically, on the New
  York Stock Exchange or any other national securities exchange, or in the
  over-the-counter market on which any APM Qualifying Securities or Qualifying
  Capital Securities, as the case may be, are then listed or traded shall have
  been suspended or the settlement of such trading generally shall have been
  materially disrupted or minimum prices such that trading shall have been
  materially disrupted shall have been established on any such exchange or
  market by the Commission, the relevant exchange or by any other regulatory
  body or governmental agency having jurisdiction;


	
 

	
 

	
 


	
 

	
(b)

	
the Company
  would be required to obtain the consent or approval of its stockholders or a
  regulatory body (including, without limitation, any securities exchange) or
  governmental authority to issue or sell APM Qualifying Securities pursuant to
  the alternative payment mechanism or to issue Qualifying Capital Securities
  pursuant to the Company’s repayment obligations in respect thereof, as the
  case may be, and that consent or approval has not yet been obtained
  notwithstanding the Company’s commercially reasonable efforts to obtain that
  consent or approval;


	
 

	
 

	
 


	
 

	
(c)

	
a banking
  moratorium shall have been declared by the federal or state authorities of
  the United States such that market trading in the APM Qualifying Securities
  or the Qualifying Capital Securities, as applicable, has been disrupted or
  ceased; a material disruption shall have occurred in commercial banking or
  securities settlement or clearance services in the United States such that
  market trading in the APM Qualifying Securities or the Qualifying Capital
  Securities, as applicable, has been disrupted or ceased;


	
 

	
 

	
 


	
 

	
(d)

	
the United
  States shall have become engaged in hostilities, there shall have been an
  escalation in hostilities involving the United States, there shall have been
  a declaration of a national emergency or war by the United States or there
  shall have occurred any other national or international calamity or crisis
  such that market trading in the APM Qualifying Securities or the Qualifying
  Capital Securities, as applicable, has been disrupted or ceased;


	
 

	
 

	
 


	
 

	
(e)

	
there shall
  have occurred such a material adverse change in general domestic or
  international economic, political or financial conditions, including without
  limitation as a result of terrorist activities, or the effect of
  international conditions on the financial markets in the United States shall
  be such that trading in any of the APM Qualifying Securities or Qualifying
  Capital Securities, as the case may be, has been materially disrupted;


	
 

	
 

	
 


	
 

	
(f)

	
an event
  occurs and is continuing as a result of which the offering document for the
  offer and sale of APM Qualifying Securities or Qualifying Capital Securities,
  as the case may be, would, in the Company’s reasonable judgment, contain an





-9-








	
 

	
 

	
 


	
 

	
 

	
untrue
  statement of a material fact or omit to state a material fact required to be
  stated in that offering document or necessary to make the statements in that
  offering document not misleading and either (a) the disclosure of that event
  at such time, in the Company’s reasonable judgment, is not otherwise required
  by law and would have a material adverse effect on our business or (b) the
  disclosure relates to a previously undisclosed proposed or pending material
  business transaction, provided that
  no single suspension period described in this bullet shall exceed 90
  consecutive days and multiple suspension periods described in this bullet
  shall not exceed an aggregate of 180 days in any 360-day period; or


	
 

	
 

	
 


	
 

	
(g)

	
the Company
  reasonably believes that the offering document for the offer and the sale of
  APM Qualifying Securities or Qualifying Capital Securities, as the case may
  be, would not be in compliance with a rule or regulation of the Commission
  (for reasons other than those described in the immediately preceding bullet)
  and the Company determines that it is unable to comply with such rule or
  regulation or such compliance is unduly burdensome, provided that no single suspension
  period described in this bullet shall exceed 90 consecutive days and multiple
  suspension periods described in this bullet shall not exceed an aggregate of
  180 days in any 360-day period.





“Market Value” means, on any date, the
closing sale price per share of Ordinary Shares (or if no closing sale price is
reported, the average of the bid and ask prices or, if more than one in either
case, the average of the average bid and the average ask prices) on that date
as reported in composite transactions by the New York Stock Exchange or, if the
Ordinary Shares are not then listed on the New York Stock Exchange, as reported
by the principal U.S. securities exchange on which the Ordinary Shares are
traded or quoted; if the Ordinary Shares are not either listed or quoted on any
U.S. securities exchange on the relevant date, the market price will be the average
of the mid-point of the bid and ask prices for the Ordinary Shares on the
relevant date submitted by at least three nationally recognized independent
investment banking firms selected by the Company for this purpose.


“Measurement
Date” means, with
respect to any redemption or purchase of the Preferred Shares, the date that is 180 days prior to
delivery of notice of such redemption or the date of such purchase.


“Measurement
Period” means,
with respect to any notice date or purchase date, the period (i) beginning on
the Measurement Date with respect to such notice date or purchase date and (ii)
ending on such notice date or purchase date. Measurement Periods cannot run concurrently.


“Most Junior Subordinated Debt Securities” mean debt
securities of the Company that rank upon a liquidation, dissolution or winding-up
of the Company junior to all of the Company’s other long-term indebtedness for
money borrowed (other than the Company’s long-term indebtedness for money
borrowed from time to time outstanding that by its terms ranks pari passu with such securities) and pari passu with
the claims of the
Company’s trade creditors.


-10-







“No Payment Provision” means a provision or
provisions in the transaction documents for securities (referred to in this
definition as “such securities”) that include the following:


	
 

	
 

	
 


	
 

	
(a)

	
an
  Alternative Payment Mechanism;


	
 

	
 

	
 


	
 

	
(b)

	
an Optional
  Deferral Provision modified and supplemented from the general definition of
  that term to provide that the issuer of such securities may, in its sole
  discretion, defer in whole or in part payment of Distributions on such
  securities for one or more consecutive Distribution Periods of up to five
  years or, if a Market Disruption Event has occurred and is continuing, ten
  years, without any remedy other than Permitted Remedies and the obligations
  (and limitations on obligations) described in the definition of “Alternative
  Payment Mechanism” applying; and


	
 

	
 

	
 


	
 

	
(c)

	
a Bankruptcy
  Claim Limitation Provision.





“Non-Cumulative” means, with respect to any
securities, that the issuer may elect not to make any number of periodic
Distributions without any remedy arising under the terms of the securities or
related agreements in favor of the holders, other than one or more Permitted
Remedies. Any securities that include a No Payment Provision shall also be
deemed to be Non-Cumulative for all purposes of this Replacement Capital
Covenant.


“NRSRO” means a nationally recognized
statistical rating organization within the meaning of Rule 15c3-1(c)(2)(vi)(F)
under the Exchange Act.


“Optional Deferral Provision” means, as to
any securities, provisions in the terms thereof or of the related transaction
agreements to the effect of either (a) or (b) below:


	
 

	
 

	
 


	
 

	
(a)

	
(i) the
  issuer of such securities may, in its sole discretion, defer in whole or in
  part payment of Distributions on such securities for one or more consecutive
  Distribution Periods of up to five years or, if a Market Disruption Event is
  continuing, ten years, without any remedy other than Permitted Remedies and
  (ii) an Alternative Payment Mechanism (provided that such Alternative Payment
  Mechanism need not apply during the first five years of any deferral period
  and need not include a Common Cap or Preferred Cap); or


	
 

	
 

	
 


	
 

	
(b)

	
the issuer
  of such securities may, in its sole discretion, defer in whole or in part
  payment of Distributions on such securities for one or more consecutive
  Distribution Periods up to ten years, without any remedy other than Permitted
  Remedies.





All Preference
Ordinary Shares of the Company shall be deemed to include an Optional Deferral
Provision.


“Ordinary Shares” means Class A Ordinary
Shares of the Company (including treasury shares), Class A Ordinary Shares
issued pursuant to any dividend reinvestment plan or employee benefit plan of
the Company, a security ranking upon the
liquidation, dissolution or winding up of the Company junior to the Qualifying
Non-Cumulative Perpetual Preferred Stock and pari
passu with


-11-







the Ordinary Shares of the Company, that tracks the
performance of, or relates to the results of, a business, unit or division of
the Company, and any securities issued in exchange therefor in connection with
a merger, consolidation, binding share exchange, business combination,
recapitalization or other similar event.


“Other Qualifying Capital Replacement
Covenant” means a replacement capital covenant, as
identified by the Company’s Board of Directors acting in good faith and in its
reasonable discretion and reasonably construing the definitions and other terms
of this Replacement Capital Covenant, (i) entered into by a company that at the
time it enters into such replacement capital covenant is a reporting company
under the Exchange Act and (ii) that restricts the related issuer from
redeeming or purchasing identified securities except from the applicable percentage
of the proceeds of specified replacement capital securities that have terms and
provisions at the time of redemption or purchase that are as or more equity-like
than the securities then being redeemed or purchased, raised within 180 days
prior to the applicable redemption or purchase date.


“Permitted Remedies” means, with respect to
any securities, one or more of the following remedies:


	
 

	
 

	
 


	
 

	
(a)

	
rights in
  favor of the holders of such securities permitting such holders to elect one
  or more directors of the issuer (including any such rights required by the
  listing requirements of any stock or securities exchange on which such
  securities may be listed or traded), and


	
 

	
 

	
 


	
 

	
(b)

	
complete or
  partial prohibitions preventing the issuer from paying Distributions on or
  purchasing Ordinary Shares or other securities that rank pari passu with or junior as to
  Distributions to such securities for so long as Distributions on such
  securities, including unpaid Distributions, remain unpaid.





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


“Preference
Ordinary Shares” means preference ordinary shares of the Company and
any securities issued in exchange therefor in connection with a merger,
consolidation, binding share exchange, business combination, recapitalization
or other similar event.


“Prospectus Supplement” has the meaning
specified in Recital B.


“Qualifying Capital Securities” means
securities (other than Ordinary Shares, Qualifying Warrants, Mandatorily
Convertible Preferred Stock, Debt Exchangeable for Preferred Equity and Debt
Exchangeable for Common Equity) that rank pari
passu with or junior to the Most
Junior Subordinated Debt Securities upon the liquidation, dissolution or
winding up of the Company and, in the determination of the Company’s Board of
Directors reasonably construing the definitions and other terms of this
Replacement Capital Covenant, meet one of the following criteria:


	
 

	
 

	
 


	
 

	
(a)

	
in
  connection with any repayment, redemption or purchase of Series E Preference
  Shares prior to April 15, 2017:





-12-








	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
securities
  issued by the Company or its Subsidiaries that (A) have no maturity or a
  maturity of at least 60 years and (B) either (x) are subject to a replacement
  capital covenant substantially similar to this Replacement Capital Covenant
  or an Other Qualifying Capital Replacement Covenant and are Non-Cumulative or
  (y) have a Mandatory Trigger Provision and are subject to Intent-Based
  Replacement Disclosure and have an Optional Deferral Provision; or


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
securities
  issued by the Company or its Subsidiaries that (A) have no maturity or a
  maturity of at least 40 years, (B) are subject to a replacement capital
  covenant substantially similar to this Replacement Capital Covenant or an
  Other Qualifying Capital Replacement Covenant, (C) have an Optional Deferral
  Provision and (D) have a Mandatory Trigger Provision; or


	
 

	
 

	
 

	
 


	
 

	
(b)

	
in
  connection with any repayment, redemption or purchase of Series E Preference
  Shares at any time on or after April 15, 2017 but prior to April 15, 2037:


	
 

	
 

	
 


	
 

	
 

	
(i)

	
all
  securities described under clause (a) of this definition;


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
securities
  issued by the Company or its Subsidiaries that (A) have no maturity or a
  maturity of at least 60 years, (B) are subject to a replacement capital
  covenant substantially similar to this Replacement Capital Covenant or an
  Other Qualifying Capital Replacement Covenant and (C) have an Optional
  Deferral Provision;


	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
securities
  issued by the Company or its Subsidiaries that (A) are Non-Cumulative and (B)
  (x) have no maturity or a maturity of at least 60 years and (y) are subject
  to Intent-Based Replacement Disclosure;


	
 

	
 

	
 

	
 


	
 

	
 

	
(iv)

	
securities
  issued by the Company or its Subsidiaries that (A) have an Optional Deferral
  Provision, (B) have a Mandatory Trigger Provision and (C) have no maturity or
  a maturity of at least 60 years;


	
 

	
 

	
 

	
 


	
 

	
 

	
(v)

	
securities
  issued by the Company or its subsidiaries that (A) are Non Cumulative, (B)
  have no maturity or a maturity of at least 40 years and (C) are subject to a
  replacement capital covenant substantially similar to this Replacement
  Capital Covenant or an Other Qualifying Capital Replacement Covenant; or


	
 

	
 

	
 

	
 


	
 

	
 

	
(vi)

	
securities
  issued by the Company or its Subsidiaries that (A) have an Optional Deferral
  Provision, (B) have a Mandatory Trigger Provision and (C) either (x) have no
  maturity or a maturity of at least 40 years and Intent-Based Replacement
  Disclosure or (y) have no maturity or a maturity of at least 25 years and are
  subject to a replacement capital covenant substantially similar to this Replacement
  Capital Covenant or an Other Qualifying Capital Replacement Covenant; or





-13-








	
 

	
 

	
 

	
 


	
 

	
(c)

	
in
  connection with any repayment, redemption or purchase of Series E Preference
  Shares at any time on or after April 15, 2037:


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
securities
  described under clause (b) of this definition;


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
securities
  issued by the Company or its Subsidiaries that (A) (x) have no maturity or a
  maturity of at least 60 years and (y) is subject to Intent-Based Replacement
  Disclosure and (B) have an Optional Deferral Provision;


	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
securities
  issued by the Company or its Subsidiaries that (A) have no maturity or a
  maturity of at least 60 years and (B) are Non-Cumulative;


	
 

	
 

	
 

	
 


	
 

	
 

	
(iv)

	
securities
  issued by the Company or its Subsidiaries that (A) (x) have no maturity or a
  maturity of at least 40 years and (y) are subject to a replacement capital
  covenant substantially similar to this Replacement Capital Covenant or an
  Other Qualifying Capital Replacement Covenant and (B) have an Optional Deferral
  Provision;


	
 

	
 

	
 

	
 


	
 

	
 

	
(v)

	
securities
  issued by the Company or its Subsidiaries that (A) either (x) have no
  maturity or a maturity of at least 40 years and are subject to Intent-Based
  Replacement Disclosure or (y) have no maturity or a maturity at least 25
  years and are subject to a replacement capital covenant substantially similar
  to this Replacement Capital Covenant or an Other Qualifying Capital
  Replacement Covenant and (B) are Non-Cumulative; or


	
 

	
 

	
 

	
 


	
 

	
 

	
(vi)

	
securities
  issued by the Company or its Subsidiaries that (A) have an Optional Deferral
  Provision, (B) have a Mandatory Trigger Provision, (C) have no maturity or a
  maturity of more than 30 years and (D) are subject to Intent-Based
  Replacement Disclosure.





“Qualifying Non-Cumulative Perpetual Preferred Stock”
means non-cumulative Preference Ordinary Shares of the Company that rank pari passu with or junior to all other
Preference Ordinary Shares of the Company, is perpetual and (a) is subject to a
replacement capital covenant substantially similar to this Replacement Capital
Covenant or an Other Qualifying Capital Replacement Covenant or (b) is subject
to both (i) mandatory suspension of dividends in the event the Company breaches
certain financial metrics specified within the offering documents, and (ii)
Intent-Based Replacement Disclosure. Additionally, the transaction documents
shall provide for no remedies as a consequence of non-payment of Distributions
other than Permitted Remedies.


“Qualifying Warrants” means any net share
settled warrants to purchase the Company’s Ordinary Shares that (1) have an
exercise price greater than the current stock market price, determined as
specified in the instrument governing such warrants, of the Company’s Ordinary
Shares, and (2) the Company is not entitled to redeem for cash and the holders
of which are not entitled to require the Company to purchase for cash in any
circumstances.


“RCC
Termination Date” means April 15, 2047.


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“Redesignation Date” means, as to the
Covered Debt in effect at any time, the earliest of (a) the date that is two
years prior to the final maturity date of such Covered Debt, (b) if the Company
elects to redeem or repay, or the Company or a Subsidiary of the Company elects
to purchase, such Covered Debt either in whole or in part with the consequence that
after giving effect to such redemption, repayment or purchase the outstanding
principal amount of such Covered Debt is less than $100,000,000, the applicable
redemption, repayment or purchase date and (c) if such Covered Debt is not
Eligible Subordinated Debt, the date on which the Company issues long-term
indebtedness for money borrowed that is Eligible Subordinated Debt.


“Replacement Capital Covenant” has the
meaning specified in the introduction to this instrument.


“Replacement Capital Securities” means:


	
 

	
 

	
 


	
 

	
(a)

	
Ordinary
  Shares and Qualifying Warrants;


	
 

	
 

	
 


	
 

	
(b)

	
Mandatorily
  Convertible Preferred Stock;


	
 

	
 

	
 


	
 

	
(c)

	
Debt
  Exchangeable for Preferred Equity;


	
 

	
 

	
 


	
 

	
(d)

	
Debt
  Exchangeable for Common Equity; and


	
 

	
 

	
 


	
 

	
(e)

	
Qualifying
  Capital Securities.





“Series E
Preference Shares” has the meaning specified in Recital A.


“Subsidiary” means, at any time, any Person
the shares of stock or other ownership interests of which having ordinary
voting power to elect a majority of the board of directors or other managers of
such Person are at the time owned, or the management or policies of which are
otherwise at the time controlled, directly or indirectly through one or more
intermediaries (including other Subsidiaries) or both, by another Person.


“Termination Date” has the meaning specified in Section 4(a).


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