EXHIBIT
      4.5

    


    


    AMTRUST
      FINANCIAL SERVICES, INC.,

    as
      Issuer

    


    
 

    INDENTURE

    Dated
      as of July 25, 2006

    


    


    


    WILMINGTON
      TRUST COMPANY,

    as
      Trustee

    


    


    


    


    FIXED/FLOATING
      RATE JUNIOR SUBORDINATED
      DEFERRABLE INTEREST DEBENTURES

    


    DUE
      2036

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    TABLE
      OF CONTENTS

    Page

      

      
        
          	
                  ARTICLE
                    I.

                	
                  DEFINITIONS

                	
                  1

                
	
                   

                	
                   

                	
                   

                	
                   

                
	
                  .

                	
                  Section
                    1.1

                	
                  Definitions

                	
                  1

                
	
                   

                	 	
                   

                	
                   

                
	
                  ARTICLE
                    II.

                	
                  DEBENTURES

                	
                  8

                
	
                   

                	
                   

                	
                   

                	
                   

                
	
                   

                	
                  Section
                    2.1.

                	
                  Authentication
                    and Dating

                	
                  8

                
	
                   

                	
                  Section
                    2.2.

                	
                  Form
                    of Trustee’s Certificate of Authentication

                	
                  9

                
	
                   

                	
                  Section
                    2.3.

                	
                  Form
                    and Denomination of Debentures

                	
                  9

                
	
                   

                	
                  Section
                    2.4.

                	
                  Execution
                    of Debentures

                	
                  10

                
	
                   

                	
                  Section
                    2.5.

                	
                  Exchange
                    and Registration of Transfer of Debentures.

                	
                  10

                
	
                   

                	
                  Section
                    2.6.

                	
                  Mutilated,
                    Destroyed, Lost or Stolen Debentures

                	
                  12

                
	
                   

                	
                  Section
                    2.7.

                	
                  Temporary
                    Debentures

                	
                  13

                
	
                   

                	
                  Section
                    2.8.

                	
                  Payment
                    of Interest and Additional Interest

                	
                  14

                
	
                   

                	
                  Section
                    2.9.

                	
                  Cancellation
                    of Debentures Paid, etc

                	
                  15

                
	
                   

                	
                  Section
                    2.10.

                	
                  Computation
                    of Interest

                	
                  15

                
	
                   

                	
                  Section
                    2.11.

                	
                  Extension
                    of Interest Payment Period

                	
                  17

                
	
                   

                	
                  Section
                    2.12.

                	
                  CUSIP
                    Numbers

                	
                  18

                
	
                   

                	 	
                   

                	
                   

                
	
                  ARTICLE
                    III.

                	
                  PARTICULAR
                    COVENANTS OF THE COMPANY

                	
                  19

                
	
                   

                	
                   

                	
                   

                	
                   

                
	
                   

                	
                  Section
                    3.1.

                	
                  Payment
                    of Principal, Premium and Interest; Agreed Treatment of the
                    Debentures.

                	
                  19

                
	
                   

                	
                  Section
                    3.2.

                	
                  Offices
                    for Notices and Payments, etc

                	
                  20

                
	
                   

                	
                  Section
                    3.3.

                	
                  Appointments
                    to Fill Vacancies in Trustee’s Office

                	
                  20

                
	
                   

                	
                  Section
                    3.4.

                	
                  Provision
                    as to Paying Agent.

                	
                  20

                
	
                   

                	
                  Section
                    3.5.

                	
                  Certificate
                    to Trustee

                	
                  21

                
	
                   

                	
                  Section
                    3.6.

                	
                  Additional
                    Sums

                	
                  21

                
	
                   

                	
                  Section
                    3.7.

                	
                  Compliance
                    with Consolidation Provisions

                	
                  22

                
	
                   

                	
                  Section
                    3.8.

                	
                  Limitation
                    on Dividends

                	
                  22

                
	
                   

                	
                  Section
                    3.9.

                	
                  Covenants
                    as to the Trust

                	
                  23

                
	
                   

                	
                  Section
                    3.10.

                	
                  Additional
                    Junior Indebtedness

                	
                  23

                
	
                   

                	 	
                   

                	
                   

                
	
                  ARTICLE
                    IV.

                	
                  SECURITYHOLDERS
                    LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

                	
                  24

                
	
                   

                	
                   

                	
                   

                	
                   

                
	
                   

                	
                  Section
                    4.1.

                	
                  Securityholders
                    Lists

                	
                  24

                
	
                   

                	
                  Section
                    4.2.

                	
                  Preservation
                    and Disclosure of Lists.

                	
                  24

                
	
                   

                	 	
                   

                	
                   

                
	
                  ARTICLE
                    V.

                	
                  REMEDIES
                    OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF
                    DEFAULT

                	
                  25

                
	
                   

                	
                   

                	
                   

                	
                   

                
	
                   

                	
                  Section
                    5.1.

                	
                  Events
                    of Default

                	
                  25

                
	
                   

                	
                  Section
                    5.2.

                	
                  Payment
                    of Debentures on Default; Suit Therefor

                	
                  27

                
	
                   

                	
                  Section
                    5.3.

                	
                  Application
                    of Moneys Collected by Trustee

                	
                  29

                


        

      

    

    


    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

    
      
        

          
            	 	
                    Section
                      5.4.

                  	
                    Proceedings
                      by Securityholders

                  	
                    29

                  
	
                     

                  	
                    Section
                      5.5.

                  	
                    Proceedings
                      by Trustee

                  	
                    30

                  
	
                     

                  	
                    Section
                      5.6.

                  	
                    Remedies
                      Cumulative and Continuing; Delay or Omission Not a Waiver

                  	
                    30

                  
	
                     

                  	
                    Section
                      5.7.

                  	
                    Direction
                      of Proceedings and Waiver of Defaults by Majority of
                      Securityholders

                  	
                    30

                  
	
                     

                  	
                    Section
                      5.8.

                  	
                    Notice
                      of Defaults

                  	
                    31

                  
	
                     

                  	
                    Section
                      5.9.

                  	
                    Undertaking
                      to Pay Costs

                  	
                    31

                  
	
                     

                  	 	
                     

                  	
                     

                  
	
                    ARTICLE
                      VI.

                  	
                    CONCERNING
                      THE TRUSTEE

                  	
                    32

                  
	
                     

                  	
                     

                  	
                     

                  	
                     

                  
	
                     

                  	
                    Section
                      6.1.

                  	
                    Duties
                      and Responsibilities of Trustee

                  	
                    32

                  
	
                     

                  	
                    Section
                      6.2.

                  	
                    Reliance
                      on Documents, Opinions, etc

                  	
                    33

                  
	
                     

                  	
                    Section
                      6.3.

                  	
                    No
                      Responsibility for Recitals, etc

                  	
                    34

                  
	
                     

                  	
                    Section
                      6.4.

                  	
                    Trustee,
                      Authenticating Agent, Paying Agents, Transfer Agents or Registrar
                      May Own
                      Debentures

                  	
                    34

                  
	
                     

                  	
                    Section
                      6.5.

                  	
                    Moneys
                      to be Held in Trust

                  	
                    34

                  
	
                     

                  	
                    Section
                      6.6.

                  	
                    Compensation
                      and Expenses of Trustee

                  	
                    34

                  
	
                     

                  	
                    Section
                      6.7.

                  	
                    Officers’
                      Certificate as Evidence

                  	
                    35

                  
	
                     

                  	
                    Section
                      6.8.

                  	
                    Eligibility
                      of Trustee

                  	
                    35

                  
	
                     

                  	
                    Section
                      6.9.

                  	
                    Resignation
                      or Removal of Trustee.

                  	
                    36

                  
	
                     

                  	
                    Section
                      6.10.

                  	
                    Acceptance
                      by Successor Trustee

                  	
                    37

                  
	
                     

                  	
                    Section
                      6.11.

                  	
                    Succession
                      by Merger, etc

                  	
                    38

                  
	
                     

                  	
                    Section
                      6.12.

                  	
                    Authenticating
                      Agents

                  	
                    38

                  
	
                     

                  	 	
                     

                  	
                     

                  
	
                    ARTICLE
                      VII.

                  	
                    CONCERNING
                      THE SECURITYHOLDERS

                  	
                    39

                  
	
                     

                  	
                     

                  	
                     

                  	
                     

                  
	
                     

                  	
                    Section
                      7.1.

                  	
                    Action
                      by Securityholders

                  	
                    39

                  
	
                     

                  	
                    Section
                      7.2.

                  	
                    Proof
                      of Execution by Securityholders

                  	
                    40

                  
	
                     

                  	
                    Section
                      7.3.

                  	
                    Who
                      Are Deemed Absolute Owners

                  	
                    40

                  
	
                     

                  	
                    Section
                      7.4.

                  	
                    Debentures
                      Owned by Company Deemed Not Outstanding

                  	
                    40

                  
	
                     

                  	
                    Section
                      7.5.

                  	
                    Revocation
                      of Consents; Future Holders Bound

                  	
                    41

                  
	
                     

                  	 	
                     

                  	
                     

                  
	
                    ARTICLE
                      VIII.

                  	
                    SECURITYHOLDERS
                      MEETINGS

                  	
                    41

                  
	
                     

                  	
                     

                  	
                     

                  	
                     

                  
	
                     

                  	
                    Section
                      8.1.

                  	
                    Purposes
                      of Meetings

                  	
                    41

                  
	
                     

                  	
                    Section
                      8.2.

                  	
                    Call
                      of Meetings by Trustee

                  	
                    42

                  
	
                     

                  	
                    Section
                      8.3.

                  	
                    Call
                      of Meetings by Company or Securityholders

                  	
                    42

                  
	
                     

                  	
                    Section
                      8.4.

                  	
                    Qualifications
                      for Voting

                  	
                    42

                  
	
                     

                  	
                    Section
                      8.5.

                  	
                    Regulations

                  	
                    42

                  
	
                     

                  	
                    Section
                      8.6.

                  	
                    Voting

                  	
                    43

                  
	
                     

                  	
                    Section
                      8.7.

                  	
                    Quorum;
                      Actions

                  	
                    43

                  
	
                     

                  	 	
                     

                  	
                     

                  
	
                    ARTICLE
                      IX.

                  	
                    SUPPLEMENTAL
                      INDENTURES

                  	
                    44

                  
	
                     

                  	
                     

                  	
                     

                  	
                     

                  
	
                     

                  	
                    Section
                      9.1.

                  	
                    Supplemental
                      Indentures without Consent of Securityholders

                  	
                    44

                  
	
                     

                  	
                    Section
                      9.2.

                  	
                    Supplemental
                      Indentures with Consent of Securityholders

                  	
                    45

                  
	
                     

                  	
                    Section
                      9.3.

                  	
                    Effect
                      of Supplemental Indentures

                  	
                    46

                  
	
                     

                  	
                    Section
                      9.4.

                  	
                    Notation
                      on Debentures

                  	
                    46

                  


          

        

         

      

    

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

    
      

        
          	 	
                  Section
                    9.5.

                	
                  Evidence
                    of Compliance of Supplemental Indenture to be Furnished to
                    Trustee

                	
                  46

                
	
                   

                	 	
                   

                	
                   

                
	
                  ARTICLE
                    X.

                	
                  REDEMPTION
                    OF SECURITIES

                	
                  47

                
	
                   

                	
                   

                	
                   

                	
                   

                
	
                   

                	
                  Section
                    10.1.

                	
                  Optional
                    Redemption

                	
                  47

                
	
                   

                	
                  Section
                    10.2.

                	
                  Special
                    Event Redemption

                	
                  47

                
	
                   

                	
                  Section
                    10.3.

                	
                  Notice
                    of Redemption; Selection of Debentures

                	
                  47

                
	
                   

                	
                  Section
                    10.4.

                	
                  Payment
                    of Debentures Called for Redemption

                	
                  48

                
	
                   

                	 	
                   

                	
                   

                
	
                  ARTICLE
                    XI.

                	
                  CONSOLIDATION,
                    MERGER, SALE, CONVEYANCE AND LEASE

                	
                  49

                
	
                   

                	
                   

                	
                   

                	
                   

                
	
                   

                	
                  Section
                    11.1.

                	
                  Company
                    May Consolidate, etc., on Certain Terms

                	
                  49

                
	
                   

                	
                  Section
                    11.2.

                	
                  Successor
                    Entity to be Substituted

                	
                  49

                
	
                   

                	
                  Section
                    11.3.

                	
                  Opinion
                    of Counsel to be Given to Trustee

                	
                  49

                
	
                   

                	 	
                   

                	
                   

                
	
                  ARTICLE
                    XII.

                	
                  SATISFACTION
                    AND DISCHARGE OF INDENTURE

                	
                  50

                
	
                   

                	
                   

                	
                   

                	
                   

                
	
                   

                	
                  Section
                    12.1.

                	
                  Discharge
                    of Indenture.

                	
                  50

                
	
                   

                	
                  Section
                    12.2.

                	
                  Deposited
                    Moneys to be Held in Trust by Trustee

                	
                  50

                
	
                   

                	
                  Section
                    12.3.

                	
                  Paying
                    Agent to Repay Moneys Held

                	
                  51

                
	
                   

                	
                  Section
                    12.4.

                	
                  Return
                    of Unclaimed Moneys

                	
                  51

                
	
                   

                	 	
                   

                	
                   

                
	
                  ARTICLE
                    XIII.

                	
                  IMMUNITY
                    OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

                	
                  51

                
	
                   

                	
                   

                	
                   

                	
                   

                
	
                   

                	
                  Section
                    13.1.

                	
                  Indenture
                    and Debentures Solely Corporate Obligations

                	
                  51

                
	
                   

                	 	
                   

                	
                   

                
	
                  ARTICLE
                    XIV.

                	
                  MISCELLANEOUS
                    PROVISIONS

                	
                  51

                
	
                   

                	
                   

                	
                   

                	
                   

                
	
                   

                	
                  Section
                    14.1.

                	
                  Successors

                	
                  51

                
	
                   

                	
                  Section
                    14.2.

                	
                  Official
                    Acts by Successor Entity

                	
                  51

                
	
                   

                	
                  Section
                    14.3.

                	
                  Surrender
                    of Company Powers

                	
                  52

                
	
                   

                	
                  Section
                    14.4.

                	
                  Addresses
                    for Notices, etc

                	
                  52

                
	
                   

                	
                  Section
                    14.5.

                	
                  Governing
                    Law

                	
                  52

                
	
                   

                	
                  Section
                    14.6.

                	
                  Evidence
                    of Compliance with Conditions Precedent

                	
                  52

                
	
                   

                	
                  Section
                    14.7.

                	
                  Table
                    of Contents, Headings, etc

                	
                  52

                
	
                   

                	
                  Section
                    14.8.

                	
                  Execution
                    in Counterparts

                	
                  53

                
	
                   

                	
                  Section
                    14.9.

                	
                  Severability

                	
                  53

                
	
                   

                	
                  Section
                    14.10.

                	
                  Assignment

                	
                  53

                
	
                   

                	
                  Section
                    14.11.

                	
                  Acknowledgment
                    of Rights

                	
                  53

                
	
                   

                	 	
                   

                	
                   

                
	
                  ARTICLE
                    XV.

                	
                  SUBORDINATION
                    OF DEBENTURES

                	
                  53

                
	
                   

                	
                   

                	
                   

                	
                   

                
	
                   

                	
                  Section
                    15.1.

                	
                  Agreement
                    to Subordinate

                	
                  53

                
	
                   

                	
                  Section
                    15.2.

                	
                  Default
                    on Senior Indebtedness

                	
                  54

                
	
                   

                	
                  Section
                    15.3.

                	
                  Liquidation,
                    Dissolution, Bankruptcy

                	
                  54

                
	
                   

                	
                  Section
                    15.4.

                	
                  Subrogation

                	
                  55

                
	
                   

                	
                  Section
                    15.5.

                	
                  Trustee
                    to Effectuate Subordination

                	
                  56

                
	
                   

                	
                  Section
                    15.6.

                	
                  Notice
                    by the Company

                	
                  56

                


        

      

    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

    

      
        	 	
                Section
                  15.7.

              	
                Rights
                  of the Trustee; Holders of Senior Indebtedness

              	
                57

              
	 	
                Section
                  15.8.

              	
                Subordination
                  May Not Be Impaired

              	
                57

              


      

    

    Exhibit
      A    Form
      of
      Fixed/Floating Rate Junior Subordinated Deferrable Interest
      Debenture

    


    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

    THIS
      INDENTURE, dated as of July 25, 2006, between AmTrust Financial Services, Inc.,
      a Delaware corporation (the “Company”),
      and
      Wilmington Trust Company, a banking corporation organized under the laws of
      the
      State of Delaware, as debenture trustee (the “Trustee”).

     

    WITNESSETH:

     

    WHEREAS,
      for its lawful corporate purposes, the Company has duly authorized the issuance
      of its Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures
      due 2036 (the “Debentures”)
      under
      this Indenture to provide, among other things, for the execution and
      authentication, delivery and administration thereof, and the Company has duly
      authorized the execution of this Indenture; and

     

    WHEREAS,
      all acts and things necessary to make this Indenture a valid agreement according
      to its terms, have been done and performed;

     

    NOW,
      THEREFORE, in consideration of the premises, and the purchase of the Debentures
      by the holders thereof, the Company covenants and agrees with the Trustee for
      the equal and proportionate benefit of the respective holders from time to
      time
      of the Debentures as follows:

     

    ARTICLE
      I.

    DEFINITIONS

     

    Section
      1.1. Definitions. The
      terms
      defined in this Section 1.1 (except as herein otherwise expressly provided
      or unless the context otherwise requires) for all purposes of this Indenture
      and
      of any indenture supplemental hereto shall have the respective meanings
      specified in this Section 1.1. All accounting terms used herein and not
      expressly defined shall have the meanings assigned to such terms in accordance
      with generally accepted accounting principles and the term “generally accepted
      accounting principles” means such accounting principles as are generally
      accepted in the United States at the time of any computation. The words
“herein,” “hereof” and “hereunder” and other words of similar import refer to
      this Indenture as a whole and not to any particular Article, Section or other
      subdivision.

     

    “Additional
      Interest”
has
      the
      meaning set forth in Section 2.11.

     

    “Additional
      Junior Indebtedness”
means,
      without duplication and other than the Debentures, (a) any indebtedness,
      liabilities or obligations of the Company, or any Subsidiary of the Company,
      under debt securities (or guarantees in respect of debt securities) initially
      issued on or after the date of this Indenture to any trust, or a trustee of
      a
      trust, partnership or other entity affiliated with the Company that is, directly
      or indirectly, a finance subsidiary (as such term is defined in Rule 3a-5 under
      the Investment Company Act of 1940) or other financing vehicle of the Company
      or
      any Subsidiary of the Company in connection with the issuance by that entity
      of
      preferred securities, (b) other securities that are issued either junior and
      subordinate to or on a pari
      passu
      basis
      with the Debentures or (c) any guarantees of the Company in respect of the
      equity or other securities of any entity referred to in clause (a).

     

    “Additional
      Sums”
has
      the
      meaning set forth in Section 3.6.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    “Affiliate”
has
      the
      same meaning as given to that term in Rule 405 under the Securities Act or
      any successor rule thereunder.

     

    “AmTrust
      Group”
means
      the Company and its Subsidiaries.

     

    “Authenticating
      Agent”
means
      any agent or agents of the Trustee which at the time shall be appointed and
      acting pursuant to Section 6.12.

     

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

     

    “Board
      of Directors”
means
      the board of directors or the executive committee or any other duly authorized
      designated officers of the Company.

     

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

     

    “Business
      Day”
means
      any day other than a Saturday, Sunday or any other day on which banking
      institutions in New York City or Wilmington, Delaware are permitted or required
      by any applicable law to close.

     

    “Capital
      Securities”
means
      undivided beneficial interests in the assets of the Trust which rank
pari passu
      with
      Common Securities issued by the Trust; provided,
      however,
      that
      upon the occurrence and during the continuation of an Event of Default (as
      defined in the Declaration), the rights of holders of such Common Securities
      to
      payment in respect of distributions and payments upon liquidation, redemption
      and otherwise are subordinated to the rights of holders of such Capital
      Securities.

     

    “Capital
      Securities Guarantee”
means
      the guarantee agreement that the Company enters into with Wilmington Trust
      Company, as guarantee trustee, or other Persons that operates directly or
      indirectly for the benefit of holders of Capital Securities of the
      Trust.

     

    “Certificate”
means
      a
      certificate signed by any one of the principal executive officer, the principal
      financial officer or the principal accounting officer of the
      Company.

     

    “Common
      Securities”
means
      undivided beneficial interests in the assets of the Trust which rank
pari
      passu
      with
      Capital Securities issued by the Trust; provided,
      however,
      that
      upon the occurrence and during the continuation of an Event of Default (as
      defined in the Declaration), the rights of holders of such Common Securities
      to
      payment in respect of distributions and payments upon liquidation, redemption
      and otherwise are subordinated to the rights of holders of such Capital
      Securities.

     

    “Company”
means
      AmTrust Financial Services, Inc., a Delaware corporation, and, subject to the
      provisions of Article XI, shall include its successors and
      assigns.

     

    “Comparable
      Treasury Issue”
means
      with respect to any Special Redemption Date the United States Treasury security
      selected by the Quotation Agent as having a maturity comparable to the Fixed
      Rate Period Remaining Life 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 the Fixed Rate Period
      Remaining Life. If no United States Treasury security has a maturity which
      is
      within a period from three months before to three months after the Interest
      Payment Date in September 2011, the two most closely corresponding fixed,
      non-callable United States Treasury securities, as selected by the Quotation
      Agent, shall be used as the Comparable Treasury Issue, and the Treasury Rate
      shall be interpolated or extrapolated on a straight-line basis, rounding to
      the
      nearest month using such securities.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    “Comparable
      Treasury Price”
means
      (a) the average of five Reference Treasury Dealer Quotations for such Special
      Redemption Date, after excluding the highest and lowest such Reference Treasury
      Dealer Quotations, or (b) if the Quotation Agent obtains fewer than five such
      Reference Treasury Dealer Quotations, the average of all such
      Quotations.

     

    “Coupon
      Rate”
has
      the
      meaning set forth in Section 2.8.

     

    “Debenture”
or
      “Debentures”
has
      the
      meaning stated in the first recital of this Indenture.

     

    “Debenture
      Register”
has
      the
      meaning specified in Section 2.5.

     

    “Declaration”
means
      the Amended and Restated Declaration of Trust of the Trust, as amended or
      supplemented from time to time.

     

    “Default”
means
      any event, act or condition that with notice or lapse of time, or both, would
      constitute an Event of Default.

     

    “Defaulted
      Interest”
has
      the
      meaning set forth in Section 2.8.

     

    “Determination
      Date”
has
      the
      meaning set forth in Section 2.10.

     

    “Distribution
      Period”
means
      (i) with respect to the first Interest Payment Date, the period beginning on
      (and including) the date of original issuance and ending on (but excluding)
      the
      Interest Payment Date in September 2006 and (ii) thereafter, with respect to
      each Interest Payment Date, the period beginning on (and including) the
      preceding Interest Payment Date and ending on (but excluding) such current
      Interest Payment Date.

     

    “Event
      of Default”
means
      any event specified in Section 5.1, continued for the period of time, if
      any, and after the giving of the notice, if any, therein
      designated.

     

    “Excluded
      Assets”
has
      the
      meaning set forth in Section 3.7.

     

    “Extension
      Period”
has
      the
      meaning set forth in Section 2.11.

     

    “Federal
      Reserve”
means
      the Board of Governors of the Federal Reserve System and any successor federal
      agency.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    “Fixed
      Rate Period Remaining Life”
means,
      with respect to any Debenture, the period from the Special Redemption Date
      for
      such Debenture to the Interest Payment Date in September 2011.

     

    “Indenture”
means
      this instrument as originally executed or, if amended or supplemented as herein
      provided, as so amended or supplemented, or both.

     

    “Institutional
      Trustee”
has
      the
      meaning set forth in the Declaration.

     

    “Interest
      Payment Date”
means
      each March 15, June 15, September 15 and December 15 of each year during the
      term of this Indenture, or if any such day is not a Business Day, then the
      next
      succeeding Business Day, commencing in September 2006.

     

    “Interest
      Rate”
means
      for the period beginning on (and including) the date of original issuance and
      ending on (but excluding) the Interest Payment Date in September 2011 the rate
      per annum of 8.83% and for each Distribution Period thereafter, the Coupon
      Rate.

     

    “Investment
      Company Event”
means
      the receipt by the Company and the Trust of an opinion of counsel experienced
      in
      such matters to the effect that, as a result of the occurrence of a change
      in
      law or regulation or written change (including any announced prospective change)
      in interpretation or application of law or regulation by any legislative body,
      court, governmental agency or regulatory authority, there is more than an
      insubstantial risk that the Trust is or, within 90 days of the date of such
      opinion will be considered an “investment company” that is required to be
      registered under the Investment Company Act of 1940, as amended which change
      or
      prospective change becomes effective or would become effective, as the case
      may
      be, on or after the date of the issuance of the Debentures.

     

    “Liquidation
      Amount”
means
      the stated amount of $1,000.00 per Trust Security.

     

    “Maturity
      Date”
means
      September 15, 2036.

     

    “Officers’
      Certificate”
means
      a
      certificate signed by the Chief Executive Officer, the Vice Chairman, the
      President, any Vice President, and by the Chief Financial Officer, the
      Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary
      of
      the Company, and delivered to the Trustee. Each such certificate shall include
      the statements provided for in Section 14.6 if and to the extent required
      by the provisions of such Section.

     

    “Opinion
      of Counsel”
means
      an opinion in writing signed by legal counsel, who may be an employee of or
      counsel to the Company, or may be other counsel reasonably satisfactory to
      the
      Trustee. Each such opinion shall include the statements provided for in
      Section 14.6 if and to the extent required by the provisions of such
      Section.

     

    “Optional
      Redemption Date”
has
      the
      meaning set forth in Section 10.1. 

     

    “Optional
      Redemption Price”
means
      100% of the principal amount of the Debentures being redeemed, plus accrued
      and
      unpaid interest (including any Additional Interest) on such Debentures to the
      Optional Redemption Date.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    The
      term
“outstanding,”
when
      used with reference to Debentures, means, subject to the provisions of
      Section 7.4, as of any particular time, all Debentures authenticated and
      delivered by the Trustee or the Authenticating Agent under this Indenture,
      except:

     

    (a) Debentures
      theretofore canceled by the Trustee or the Authenticating Agent or delivered
      to
      the Trustee for cancellation;

     

    (b) Debentures,
      or portions thereof, for the payment or redemption of which moneys in the
      necessary amount shall have been deposited in trust with the Trustee or with
      any
      paying agent (other than the Company) or shall have been set aside and
      segregated in trust by the Company (if the Company shall act as its own paying
      agent); provided,
      however,
      that,
      if such Debentures, or portions thereof, are to be redeemed prior to maturity
      thereof, notice of such redemption shall have been given as provided in
      Section 10.3 or provision satisfactory to the Trustee shall have been made
      for giving such notice; and

     

    (c) Debentures
      paid pursuant to Section 2.6 or in lieu of or in substitution for which
      other Debentures shall have been authenticated and delivered pursuant to the
      terms of Section 2.6 unless proof satisfactory to the Company and the
      Trustee is presented that any such Debentures are held by bona fide holders
      in
      due course.

     

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

     

    “Predecessor
      Security”
of
      any
      particular Debenture means every previous Debenture evidencing all or a portion
      of the same debt as that evidenced by such particular Debenture; and, for
      purposes of this definition, any Debenture authenticated and delivered under
      Section 2.6 in lieu of a lost, destroyed or stolen Debenture shall be deemed
      to
      evidence the same debt as the lost, destroyed or stolen Debenture.

     

    “Primary
      Treasury Dealer”
means
      either a nationally recognized primary United States Government securities
      dealer or an entity of recognized standing in matters pertaining to the
      quotation of treasury securities that is reasonably acceptable to the Company
      and the Trustee.

     

    “Principal
      Office of the Trustee,”
or
      other similar term, means the office of the Trustee, at which at any particular
      time its corporate trust business shall be principally administered, which
      at
      the time of the execution of this Indenture shall be 1100 North Market Street,
      Wilmington, Delaware 19890-1600, Attention: Corporate Trust
      Administration.

     

    “Quotation
      Agent”
shall
      be a designee of the Trustee, after receiving consent from the Company, who
      is a
      Primary treasury Dealer.

     

    “Reference
      Treasury Dealer”
means
      (i) the Quotation Agent and (ii) any other Primary Treasury Dealer selected
      by
      the Trustee after consultation with the Company.

     

    “Reference
      Treasury Dealer Quotations”
means,
      with respect to each Reference Treasury Dealer and any Redemption Date, the
      average, as determined by the Quotation Agent, of the bid and asked prices
      for
      the Comparable Treasury Issue (expressed in each case as a percentage of its
      principal amount) quoted in writing to the Quotation Agent by such Reference
      Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day
      preceding such Redemption Date.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    “Responsible
      Officer”
means,
      with respect to the Trustee, any officer within the Principal Office of the
      Trustee, including any vice-president, any assistant vice-president, any
      secretary, any assistant secretary, the treasurer, any assistant treasurer,
      any
      trust officer or other officer of the Principal Trust Office of the Trustee
      customarily performing functions similar to those performed by any of the above
      designated officers and also means, with respect to a particular corporate
      trust
      matter, any other officer to whom such matter is referred because of that
      officer’s knowledge of and familiarity with the particular subject.

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended from time to time or any successor
      legislation.

     

    “Securityholder,”
      “holder
      of Debentures,”
or
      other similar terms, means any Person in whose name at the time a particular
      Debenture is registered on the register kept by the Company or the Trustee
      for
      that purpose in accordance with the terms hereof.

     

    “Senior
      Indebtedness”
means,
      with respect to the Company, (i) the principal, premium, if any, and
      interest in respect of (A) indebtedness of the Company for money borrowed
      and (B) indebtedness evidenced by securities, debentures, notes, bonds or
      other similar instruments issued by the Company; (ii) all capital lease
      obligations of the Company; (iii) all obligations of the Company issued or
      assumed as the deferred purchase price of property, all conditional sale
      obligations of the Company and all obligations of the Company under any title
      retention agreement; (iv) all obligations of the Company for the
      reimbursement of any letter of credit, any banker’s acceptance, any security
      purchase facility, any repurchase agreement or similar arrangement, any interest
      rate swap, any other hedging arrangement, any obligation under options or any
      similar credit or other transaction; (v) all obligations of the type
      referred to in clauses (i) through (iv) above of other Persons for the
      payment of which the Company is responsible or liable as obligor, guarantor
      or
      otherwise; and (vi) all obligations of the type referred to in
      clauses (i) through (v) above of other Persons secured by any lien on any
      property or asset of the Company (whether or not such obligation is assumed
      by
      the Company), whether incurred on or prior to the date of this Indenture or
      thereafter incurred. Notwithstanding the foregoing, “Senior Indebtedness” shall
      not include (1) any Additional Junior Indebtedness, (2) Debentures
      issued pursuant to this Indenture and guarantees in respect of such Debentures,
      (3) trade accounts payable of the Company arising in the ordinary course of
      business (such trade accounts payable being pari
      passu
      in right
      of payment to the Debentures), or (4) obligations with respect to which (a)
      in
      the instrument creating or evidencing the same or pursuant to which the same
      is
      outstanding, it is provided that such obligations are pari
      passu,
      junior
      or otherwise not superior in right of payment to the Debentures and (b) the
      Company, prior to the issuance thereof, has, if required, notified the relevant
      state insurance regulatory agency. Senior Indebtedness shall continue to be
      Senior Indebtedness and be entitled to the subordination provisions irrespective
      of any amendment, modification or waiver of any term of such Senior
      Indebtedness.

     

    “Special
      Event”
means
      either of an Investment Company Event or a Tax Event.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    “Special
      Redemption Date”
has
      the
      meaning set forth in 0.

     

    “Special
      Redemption Price”
means
      (a) if the Special Event is before the Interest Payment Date in September
      2011, the greater of (i) 107.5% of the principal amount of the Debentures,
      plus accrued and unpaid interest (including Additional Interest) on the
      Debentures to the occurrence of the Special Event, or (ii) as determined by
      the Quotation Agent, the sum of (A) the present value of the principal
      amount of the Debentures and the present value of interest payable on the
      Debentures during the Fixed Rate Period Remaining Life of the Debentures, each
      discounted to the date on which such Special Event occurs on a quarterly basis
      (assuming a 360-day year consisting of twelve 30-day months at the Treasury
      Rate), plus (B) accrued and unpaid interest (including Additional Interest)
      on the Debentures to such Special Redemption Date, or (b) if the Special
      Event is on or after the Interest Payment Date in September 2011, 100% of the
      principal amount of the Debentures being redeemed, plus accrued and unpaid
      interest (including any Additional Interest) on such Debentures to the Special
      Redemption Date.

     

    “Subsidiary”
means
      with respect to any Person, (i) any corporation or limited liability
      company at least a majority of the outstanding voting stock of which is owned,
      directly or indirectly, by such Person or by one or more of its Subsidiaries,
      or
      by such Person and one or more of its Subsidiaries, (ii) any general
      partnership, joint venture or similar entity, at least a majority of the
      outstanding partnership or similar interests of which shall at the time be
      owned
      by such Person, or by one or more of its Subsidiaries, or by such Person and
      one
      or more of its Subsidiaries and (iii) any limited partnership of which such
      Person or any of its Subsidiaries is a general partner. For the purposes of
      this
      definition, “voting stock” means shares, interests, participations or other
      equivalents in the equity interest (however designated) in such Person having
      ordinary voting power for the election of a majority of the directors (or the
      equivalent) of such Person, other than shares, interests, participations or
      other equivalents having such power only by reason of the occurrence of a
      contingency.

     

    “Tax
      Event”
means
      the receipt by the Company and the Trust of an opinion of counsel experienced
      in
      such matters to the effect that, as a result of any amendment to or change
      (including any announced prospective change) in the laws or any regulations
      thereunder of the United States or any political subdivision or taxing authority
      thereof or therein, or as a result of any official administrative pronouncement
      (including any private letter ruling, technical advice memorandum, field service
      advice, regulatory procedure, notice or announcement, including any notice
      or
      announcement of intent to adopt such procedures or regulations (an “Administrative
      Action”))
      or
      judicial decision interpreting or applying such laws or regulations, regardless
      of whether such Administrative Action or judicial decision is issued to or
      in
      connection with a proceeding involving the Company or the Trust and whether
      or
      not subject to review or appeal, which amendment, clarification, change,
      Administrative Action or decision is enacted, promulgated or announced, in
      each
      case on or after the date of original issuance of the Debentures, there is
      more
      than an insubstantial risk that: (i) the Trust is, or will be within
      90 days of the date of such opinion, subject to United States federal
      income tax with respect to income received or accrued on the Debentures;
      (ii) interest payable by the Company on the Debentures is not, or within
      90 days of the date of such opinion, will not be, deductible by the
      Company, in whole or in part, for United States federal income tax purposes;
      or
      (iii) the Trust is, or will be within 90 days of the date of such
      opinion, subject to more than a de minimis amount of other taxes (excluding
      withholding taxes), duties or other governmental charges.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    “Telerate
      Page 3750”
has
      the
      meaning set forth in Section 2.10.

     

    “Third
      Party Capital”
has
      the
      meaning set forth in Section 3.7.

     

    “3-Month
      LIBOR”
has
      the
      meaning set forth in Section 2.10.

     

    “Treasury
      Rate”
means
      (i) the yield, under the heading which represents the average for the week
      immediately prior to the date of calculation, appearing in the most recently
      published statistical release designated H.15 (519) or any successor publication
      which is published weekly by the Federal Reserve and which establishes yields
      on
      actively traded United States Treasury securities adjusted to constant maturity
      under the caption “Treasury Constant Maturities,” for the maturity corresponding
      to the Fixed Rate Period Remaining Life (if no maturity is within three months
      before or after the Fixed Rate Period Remaining Life, yields for the two
      published maturities most closely corresponding to the Fixed Rate Period
      Remaining Life shall be determined and the Treasury Rate shall be interpolated
      or extrapolated from such yields on a straight-line basis, rounding to the
      nearest month) or (ii) if such release (or any successor release) is not
      published during the week preceding the calculation date or does not contain
      such yields, the rate per annum equal to the semi-annual equivalent yield to
      maturity of the Comparable Treasury Issue, calculated using a price for the
      Comparable Treasury Issue (expressed as a percentage of its principal amount)
      equal to the Comparable Treasury Price for such Special Redemption Date. The
      Treasury Rate shall be calculated by the Quotation Agent on the third Business
      Day preceding the Special Redemption Date.

     

    “Trust”
shall
      mean AmTrust Capital Financing Trust III, a Delaware statutory trust, or any
      other similar trust created for the purpose of issuing Capital Securities in
      connection with the issuance of Debentures under this Indenture, of which the
      Company is the sponsor.

     

    “Trustee”
means
      Wilmington Trust Company, and, subject to the provisions of Article VI
      hereof, shall also include its successors and assigns as Trustee
      hereunder.

     

    “Trust
      Securities”
means
      Common Securities and Capital Securities of the Trust.

     

    ARTICLE
      II.

    DEBENTURES

     

    Section
      2.1. Authentication
      and Dating.
      Upon
      the execution and delivery of this Indenture, or from time to time thereafter,
      Debentures in an aggregate principal amount not in excess of $30,928,000 may
      be
      executed and delivered by the Company to the Trustee for authentication, and
      the
      Trustee shall thereupon authenticate and make available for delivery said
      Debentures to or upon the written order of the Company, signed by its Chief
      Executive Officer, the President, or one of its Vice Presidents without any
      further action by the Company hereunder. In authenticating such Debentures,
      and
      accepting the additional responsibilities under this Indenture in relation
      to
      such Debentures, the Trustee shall be entitled to receive, and (subject to
      Section 6.1) shall be fully protected in relying upon:

     

    (a) a
      copy of
      any Board Resolution or Board Resolutions relating thereto and, if applicable,
      an appropriate record of any action taken pursuant to such resolution, in each
      case certified by the Secretary or an Assistant Secretary of the Company, as
      the
      case may be; and

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    (b) an
      Opinion of Counsel prepared in accordance with Section 14.6 which shall
      also state:

     

    (1) that
      such
      Debentures, when authenticated and delivered by the Trustee and issued by the
      Company in each case in the manner and subject to any conditions specified
      in
      such Opinion of Counsel, will have been duly authorized, executed and delivered
      by the Company, will be entitled to the benefits of this Indenture and will
      be
      legal, valid and binding obligations of the Company enforceable against the
      Company in accordance with their terms, subject to the effect of bankruptcy,
      insolvency, reorganization, receivership, moratorium and other laws affecting
      the rights and remedies of creditors generally and of general principles of
      equity; and

     

    (2) that
      all
      laws and requirements in respect of the execution and delivery by the Company
      of
      the Debentures have been complied with and that authentication and delivery
      of
      the Debentures by the Trustee will not violate the terms of this
      Indenture.

     

    The
      Trustee shall have the right to decline to authenticate and deliver any
      Debentures under this Section if the Trustee, being advised in writing by
      counsel, determines that such action may not lawfully be taken or if a
      Responsible Officer of the Trustee in good faith shall determine that such
      action would expose the Trustee to personal liability to existing
      holders.

     

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

     

    Section
      2.2. Form
      of Trustee’s Certificate of Authentication.
      The
      Trustee’s certificate of authentication on all Debentures shall be in
      substantially the following form:

     

    This
      is
      one of the Debentures referred to in the within-mentioned
      Indenture.

     

    WILMINGTON
      TRUST COMPANY, as Trustee

     

    By
      __________________________________      

    Authorized
      Signer

     

    Section
      2.3. Form
      and Denomination of Debentures.
      The
      Debentures shall be substantially in the form of Exhibit A attached hereto.
      The
      Debentures shall be in registered, certificated form without coupons and in
      minimum denominations of $100,000.00 and any multiple of $1,000.00 in excess
      thereof. Any attempted transfer of the Debentures in a block having an aggregate
      principal amount of less than $100,000.00 shall be deemed to be void and of
      no
      legal effect whatsoever. Any such purported transferee shall be deemed not
      to be
      a holder of such Debentures for any purpose, including, but not limited to
      the
      receipt of payments on such Debentures, and such purported transferee shall
      be
      deemed to have no interest whatsoever in such Debentures. The Debentures shall
      be numbered, lettered, or otherwise distinguished in such manner or in
      accordance with such plans as the officers executing the same may determine
      with
      the approval of the Trustee as evidenced by the execution and authentication
      thereof.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    Section
      2.4. Execution
      of Debentures.
      The
      Debentures shall be signed in the name and on behalf of the Company by the
      manual or facsimile signature of its Chief Executive Officer, President, or
      one
      of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents.
      Only such Debentures as shall bear thereon a certificate of authentication
      substantially in the form herein before recited, executed by the Trustee or
      the
      Authenticating Agent by the manual signature of an authorized signer, shall
      be
      entitled to the benefits of this Indenture or be valid or obligatory for any
      purpose. Such certificate by the Trustee or the Authenticating Agent upon any
      Debenture executed by the Company shall be conclusive evidence that the
      Debenture so authenticated has been duly authenticated and delivered hereunder
      and that the holder is entitled to the benefits of this Indenture.

     

    In
      case
      any officer of the Company who shall have signed any of the Debentures shall
      cease to be such officer before the Debentures so signed shall have been
      authenticated and delivered by the Trustee or the Authenticating Agent, or
      disposed of by the Company, such Debentures nevertheless may be authenticated
      and delivered or disposed of as though the Person who signed such Debentures
      had
      not ceased to be such officer of the Company; and any Debenture may be signed
      on
      behalf of the Company by such Persons as, at the actual date of the execution
      of
      such Debenture, shall be the proper officers of the Company, although at the
      date of the execution of this Indenture any such person was not such an
      officer.

     

    Every
      Debenture shall be dated the date of its authentication.

     

    Section
      2.5. Exchange
      and Registration of Transfer of Debentures.  

     

    The
      Company shall cause to be kept, at the office or agency maintained for the
      purpose of registration of transfer and for exchange as provided in
      Section 3.2, a register (the “Debenture
      Register”)
      for
      the Debentures issued hereunder in which, subject to such reasonable regulations
      as it may prescribe, the Company shall provide for the registration and transfer
      of all Debentures as in this Article II provided. The Debenture Register
      shall be in written form or in any other form capable of being converted into
      written form within a reasonable time.

     

    Debentures
      to be exchanged may be surrendered at the Principal Office of the Trustee or
      at
      any office or agency to be maintained by the Company for such purpose as
      provided in Section 3.2, and the Company shall execute, the Company or the
      Trustee shall register and the Trustee or the Authenticating Agent shall
      authenticate and make available for delivery in exchange therefor the Debenture
      or Debentures which the Securityholder making the exchange shall be entitled
      to
      receive. Upon due presentment for registration of transfer of any Debenture
      at
      the Principal Office of the Trustee or at any office or agency of the Company
      maintained for such purpose as provided in Section 3.2, the Company shall
      execute, the Company or the Trustee shall register and the Trustee or the
      Authenticating Agent shall authenticate and make available for delivery in
      the
      name of the transferee or transferees a new Debenture for a like aggregate
      principal amount. Registration or registration of transfer of any Debenture
      by
      the Trustee or by any agent of the Company appointed pursuant to
      Section 3.2, and delivery of such Debenture, shall be deemed to complete
      the registration or registration of transfer of such Debenture.

     

    All
      Debentures presented for registration of transfer or for exchange or payment
      shall (if so required by the Company or the Trustee or the Authenticating Agent)
      be duly endorsed by, or be accompanied by a written instrument or instruments
      of
      transfer in form satisfactory to the Company and the Trustee or the
      Authenticating Agent duly executed by the holder or his attorney duly authorized
      in writing.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

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

     

    The
      Company or the Trustee shall not be required to exchange or register a transfer
      of any Debenture for a period of 15 days next preceding the date of
      selection of Debentures for redemption.

     

    Notwithstanding
      anything herein to the contrary, Debentures may not be transferred except in
      compliance with the restricted securities legend set forth below, unless
      otherwise determined by the Company, upon the advice of counsel expert in
      securities law, in accordance with applicable law:

     

    THIS
      SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
      SECURITIES LAW. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
      MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
      DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
      IS
      EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
      ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY BY
      ITS
      ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY
      ONLY
      (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS
      BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A PERSON WHOM THE
      SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
      MEETING THE REQUIREMENTS OF RULE 144A SO LONG AS THIS SECURITY IS ELIGIBLE
      FOR RESALE PURSUANT TO RULE 144A IN ACCORDANCE WITH RULE 144A,
      (D) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
      RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S UNDER THE
      SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE
      MEANING OF SUBPARAGRAPH (A) OF RULE 501 UNDER THE SECURITIES ACT THAT
      IS ACQUIRING THIS SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH
      AN
      INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW
      TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION
      OF
      THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM
      THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S
      RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF
      AN
      OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO
      IT IN
      ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE
      COMPANY.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    THE
      HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND
      WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT
      OR
      OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
      INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE
      INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH A “PLAN”), OR AN
      ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S
      INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY
      ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER
      OR
      HOLDER IS ELIGIBLE FOR EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF
      LABOR
      PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR
      ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY IS
      NOT
      PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH
      RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY
      OR
      ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND
      HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN
      THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975
      OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN
      EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS
      OF
      ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH
      PURCHASE WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF
      ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE
      STATUTORY OR ADMINISTRATIVE EXEMPTION.

     

    THIS
      SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING AN
      AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000.00 AND MULTIPLES OF
      $1,000.00 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK
      HAVING AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000.00 SHALL BE DEEMED
      TO
      BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.

     

    THE
      HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING
      RESTRICTIONS.

     

    THIS
      SECURITY IS IN REGISTERED FORM WITHIN THE MEANING OF TREASURY REGULATIONS
      SECTION 1.871-14(c)(1)(i) FOR U.S. FEDERAL INCOME AND WITHHOLDING TAX
      PURPOSES.

     

    IN
      CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND
      TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY
      THE
      INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
      RESTRICTIONS.

     

    Section
      2.6. Mutilated,
      Destroyed, Lost or Stolen Debentures.
      In case
      any Debenture shall become mutilated or be destroyed, lost or stolen, the
      Company shall execute, and upon its written request the Trustee shall
      authenticate and deliver, a new Debenture bearing a number not contemporaneously
      outstanding, in exchange and substitution for the mutilated Debenture, or in
      lieu of and in substitution for the Debenture so destroyed, lost or stolen.
      In
      every case the applicant for a substituted Debenture shall furnish to the
      Company and the Trustee such security or indemnity as may be required by them
      to
      save each of them harmless, and, in every case of destruction, loss or theft,
      the applicant shall also furnish to the Company and the Trustee evidence to
      their satisfaction of the destruction, loss or theft of such Debenture and
      of
      the ownership thereof.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    The
      Trustee may authenticate any such substituted Debenture and deliver the same
      upon the written request or authorization of any officer of the Company. Upon
      the issuance of any substituted Debenture, the Company may require the payment
      of a sum sufficient to cover any tax or other governmental charge that may
      be
      imposed in relation thereto and any other expenses connected therewith. In
      case
      any Debenture which has matured or is about to mature or has been called for
      redemption in full shall become mutilated or be destroyed, lost or stolen,
      the
      Company may, instead of issuing a substitute Debenture, pay or authorize the
      payment of the same (without surrender thereof except in the case of a mutilated
      Debenture) if the applicant for such payment shall furnish to the Company and
      the Trustee such security or indemnity as may be required by them to save each
      of them harmless and, in case of destruction, loss or theft, evidence
      satisfactory to the Company and to the Trustee of the destruction, loss or
      theft
      of such Debenture and of the ownership thereof.

     

    Every
      substituted Debenture issued pursuant to the provisions of this Section 2.6
      by virtue of the fact that any such Debenture is destroyed, lost or stolen
      shall
      constitute an additional contractual obligation of the Company, whether or
      not
      the destroyed, lost or stolen Debenture shall be found at any time, and shall
      be
      entitled to all the benefits of this Indenture equally and proportionately
      with
      any and all other Debentures duly issued hereunder. All Debentures shall be
      held
      and owned upon the express condition that, to the extent permitted by applicable
      law, the foregoing provisions are exclusive with respect to the replacement
      or
      payment of mutilated, destroyed, lost or stolen Debentures and shall preclude
      any and all other rights or remedies notwithstanding any law or statute existing
      or hereafter enacted to the contrary with respect to the replacement or payment
      of negotiable instruments or other securities without their
      surrender.

     

    Section
      2.7. Temporary
      Debentures.
      Pending
      the preparation of definitive Debentures, the Company may execute and the
      Trustee shall authenticate and make available for delivery temporary Debentures
      that are typed, printed or lithographed. Temporary Debentures shall be issuable
      in any authorized denomination, and substantially in the form of the definitive
      Debentures in lieu of which they are issued but with such omissions, insertions
      and variations as may be appropriate for temporary Debentures, all as may be
      determined by the Company. Every such temporary Debenture shall be executed
      by
      the Company and be authenticated by the Trustee upon the same conditions and
      in
      substantially the same manner, and with the same effect, as the definitive
      Debentures. Without unreasonable delay the Company will execute and deliver
      to
      the Trustee or the Authenticating Agent definitive Debentures and thereupon
      any
      or all temporary Debentures may be surrendered in exchange therefor, at the
      principal corporate trust office of the Trustee or at any office or agency
      maintained by the Company for such purpose as provided in Section 3.2, and
      the Trustee or the Authenticating Agent shall authenticate and make available
      for delivery in exchange for such temporary Debentures a like aggregate
      principal amount of such definitive Debentures. Such exchange shall be made
      by
      the Company at its own expense and without any charge therefor except that
      in
      case of any such exchange involving a registration of transfer the Company
      may
      require payment of a sum sufficient to cover any tax, fee or other governmental
      charge that may be imposed in relation thereto. Until so exchanged, the
      temporary Debentures shall in all respects be entitled to the same benefits
      under this Indenture as definitive Debentures authenticated and delivered
      hereunder.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    Section
      2.8. Payment
      of Interest and Additional Interest.
      Interest at the Interest Rate and any Additional Interest on any Debenture
      that
      is payable, and is punctually paid or duly provided for, on any Interest Payment
      Date for Debentures shall be paid to the Person in whose name said Debenture
      (or
      one or more Predecessor Securities) is registered at the close of business
      on
      the regular record date for such interest installment except that interest
      and
      any Additional Interest payable on the Maturity Date shall be paid to the Person
      to whom principal is paid. 

     

    Each
      Debenture shall bear interest for the period beginning on (and including) the
      date of original issuance and ending on (but excluding) the Interest Payment
      Date in September 2011 at a rate per annum of 8.83%, and shall bear interest
      for
      each successive Distribution Period beginning or after the Interest Payment
      Date
      in September 2011 at a rate per annum equal to the 3-Month LIBOR, determined
      as
      described in Section 2.10, plus 3.30% (the “Coupon
      Rate”),
      applied to the principal amount thereof, until the principal thereof becomes
      due
      and payable, and on any overdue principal and to the extent that payment of
      such
      interest is enforceable under applicable law (without duplication) on any
      overdue installment of interest (including Additional Interest) at the Interest
      Rate in effect for each applicable period compounded quarterly. Interest shall
      be payable (subject to any relevant Extension Period) quarterly in arrears
      on
      each Interest Payment Date with the first installment of interest to be paid
      on
      the Interest Payment Date in September 2006.

     

    Any
      interest on any Debenture, including Additional Interest, that is payable,
      but
      is not punctually paid or duly provided for, on any Interest Payment Date
      (herein called “Defaulted
      Interest”)
      shall
      forthwith cease to be payable to the registered holder on the relevant regular
      record date by virtue of having been such holder; and such Defaulted Interest
      shall be paid by the Company to the Persons in whose names such Debentures
      (or
      their respective Predecessor Securities) are registered at the close of business
      on a special record date for the payment of such Defaulted Interest, which
      shall
      be fixed in the following manner: the Company shall notify the Trustee in
      writing at least 25 days prior to the date of the proposed payment of the amount
      of Defaulted Interest proposed to be paid on each such Debenture and the date
      of
      the proposed payment, and at the same time the Company shall deposit with the
      Trustee an amount of money equal to the aggregate amount proposed to be paid
      in
      respect of such Defaulted Interest or shall make arrangements satisfactory
      to
      the Trustee for such deposit prior to the date of the proposed payment, such
      money when deposited to be held in trust for the benefit of the Persons entitled
      to such Defaulted Interest as in this clause provided. Thereupon the Trustee
      shall fix a special record date for the payment of such Defaulted Interest
      which
      shall not be more than 15 nor less than 10 days prior to the date of the
      proposed payment and not less than 10 days after the receipt by the Trustee
      of
      the notice of the proposed payment. The Trustee shall promptly notify the
      Company of such special record date and, in the name and at the expense of
      the
      Company, shall cause notice of the proposed payment of such Defaulted Interest
      and the special record date therefor to be mailed, first class postage prepaid,
      to each Securityholder at its address as it appears in the Debenture Register,
      not less than 10 days prior to such special record date. Notice of the proposed
      payment of such Defaulted Interest and the special record date therefor having
      been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons
      in whose names such Debentures (or their respective Predecessor Securities)
      are
      registered on such special record date and shall be no longer
      payable.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    The
      Company may make payment of any Defaulted Interest on any Debentures in any
      other lawful manner after notice given by the Company to the Trustee of the
      proposed payment method; provided,
      however,
      the
      Trustee in its sole discretion deems such payment method to be
      practical.

     

    Any
      interest (including Additional Interest) scheduled to become payable on an
      Interest Payment Date occurring during an Extension Period shall not be
      Defaulted Interest and shall be payable on such other date as may be specified
      in the terms of such Debentures.

     

    The
      term
“regular record date” as used in this Section shall mean the close of business
      on the 15th
      calendar
      day next preceding the applicable Interest Payment Date.

     

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

     

    Section
      2.9. Cancellation
      of Debentures Paid, etc.
      All
      Debentures surrendered for the purpose of payment, redemption, exchange or
      registration of transfer, shall, if surrendered to the Company or any paying
      agent, be surrendered to the Trustee and promptly canceled by it, or, if
      surrendered to the Trustee or any Authenticating Agent, shall be promptly
      canceled by it, and no Debentures shall be issued in lieu thereof except as
      expressly permitted by any of the provisions of this Indenture. All Debentures
      canceled by any Authenticating Agent shall be delivered to the Trustee. The
      Trustee shall destroy all canceled Debentures unless the Company otherwise
      directs the Trustee in writing. If the Company shall acquire any of the
      Debentures, however, such acquisition shall not operate as a redemption or
      satisfaction of the indebtedness represented by such Debentures unless and
      until
      the same are surrendered to the Trustee for cancellation.

     

    Section
      2.10. Computation
      of Interest.
      The
      amount of interest payable (i) for any Distribution Period commencing on or
      after the date of original issuance but before the Interest Payment Date in
      September 2011 will be computed on the basis of a 360-day year of twelve 30-day
      months, it being understood that if a Distribution is payable on a non Business
      Day, and the Distribution Payment Date is on the next succeeding Business Day,
      no additional interest or other Distributions shall accrue in respect of any
      such delay, and (ii) for the Distribution Period commencing on the Interest
      Payment Date in September 2011 and each succeeding Distribution Period will
      be
      calculated by applying the Interest Rate to the principal amount outstanding
      at
      the commencement of the Distribution Period and multiplying each such amount
      by
      the actual number of days in the Distribution Period concerned divided by 360.
      All percentages resulting from any calculations on the Debentures will be
      rounded, if necessary, to the nearest one hundred-thousandth of a percentage
      point, with five one-millionths of a percentage point rounded upward (e.g.,
      9.876545% (or .09876545) being rounded to 9.87655% (or .0987655), and all dollar
      amounts used in or resulting from such calculation will be rounded to the
      nearest cent (with one-half cent being rounded upward)).

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    (a) “3-Month
      LIBOR”
means
      the London interbank offered interest rate for three-month, U.S. dollar deposits
      determined by the Trustee in the following order of priority:

     

    (1) the
      rate
      (expressed as a percentage per annum) for U.S. dollar deposits having a
      three-month maturity that appears on Telerate Page 3750 as of
      11:00 a.m. (London time) on the related Determination Date (as defined
      below). “Telerate Page 3750” means the display designated as
“Page 3750” on the Moneyline Telerate Service or such other page as may
      replace Page 3750 on that service or such other service or services as may
      be nominated by the British Bankers’ Association as the information vendor for
      the purpose of displaying London interbank offered rates for U.S. dollar
      deposits;

     

    (2) if
      such
      rate cannot be identified on the related Determination Date, the Trustee will
      request the principal London offices of four leading banks in the London
      interbank market to provide such banks’ offered quotations (expressed as
      percentages per annum) to prime banks in the London interbank market for U.S.
      dollar deposits having a three-month maturity as of 11:00 a.m. (London
      time) on such Determination Date. If at least two quotations are provided,
      3-Month LIBOR will be the arithmetic mean of such quotations;

     

    (3) if
      fewer
      than two such quotations are provided as requested in clause (2) above, the
      Trustee will request four major New York City banks to provide such banks’
offered quotations (expressed as percentages per annum) to leading European
      banks for loans in U.S. dollars as of 11:00 a.m. (London time) on such
      Determination Date. If at least two such quotations are provided, 3-Month LIBOR
      will be the arithmetic mean of such quotations; and

     

    (4) if
      fewer
      than two such quotations are provided as requested in clause (3) above,
      3-Month LIBOR will be a 3-Month LIBOR determined with respect to the
      Distribution Period immediately preceding such current Distribution
      Period.

     

    If
      the
      rate for U.S. dollar deposits having a three-month maturity that initially
      appears on Telerate Page 3750 as of 11:00 a.m. (London time) on the
      related Determination Date is superseded on the Telerate Page 3750 by a
      corrected rate by 12:00 noon (London time) on such Determination Date, then
      the corrected rate as so substituted on the applicable page will be the
      applicable 3-Month LIBOR for such Determination Date.

     

    (b) The
      Interest Rate for any Distribution Period will at no time be higher than the
      maximum rate then permitted by New York law as the same may be modified by
      United States law.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    (c) “Determination
      Date”
means
      the date that is two London Banking Days (i.e., a business day in which dealings
      in deposits in U.S. dollars are transacted in the London interbank market)
      preceding the particular Distribution Period for which a Coupon Rate is being
      determined.

     

    (d) The
      Trustee shall notify the Company, the Institutional Trustee and any securities
      exchange or interdealer quotation system on which the Capital Securities are
      listed, of the Coupon Rate and the Determination Date for each Distribution
      Period, in each case as soon as practicable after the determination thereof
      but
      in no event later than the thirtieth (30th) day of the relevant Distribution
      Period. Failure to notify the Company, the Institutional Trustee or any
      securities exchange or interdealer quotation system, or any defect in said
      notice, shall not affect the obligation of the Company to make payment on the
      Debentures at the applicable Coupon Rate. Any error in the calculation of the
      Coupon Rate by the Trustee may be corrected at any time by notice delivered
      as
      above provided. Upon the request of a holder of a Debenture, the Trustee shall
      provide the Coupon Rate then in effect and, if determined, the Coupon Rate
      for
      the next Distribution Period.

     

    (e) Subject
      to the corrective rights set forth above, all certificates, communications,
      opinions, determinations, calculations, quotations and decisions given,
      expressed, made or obtained for the purposes of the provisions relating to
      the
      payment and calculation of interest on the Debentures and distributions on
      the
      Capital Securities by the Trustee or the Institutional Trustee will (in the
      absence of willful default, bad faith and manifest error) be final, conclusive
      and binding on the Trust, the Company and all of the holders of the Debentures
      and the Capital Securities, and no liability shall (in the absence of willful
      default, bad faith or manifest error) attach to the Trustee or the Institutional
      Trustee in connection with the exercise or non-exercise by either of them of
      their respective powers, duties and discretion.

     

    Section
      2.11. Extension
      of Interest Payment Period.
      So long
      as no Event of Default has occurred and is continuing, the Company shall have
      the right, from time to time, and without causing an Event of Default, to defer
      payments of interest on the Debentures by extending the interest payment period
      on the Debentures at any time and from time to time during the term of the
      Debentures, for up to 20 consecutive quarterly periods (each such extended
      interest payment period, an “Extension
      Period”),
      during which Extension Period no interest (including Additional Interest) shall
      be due and payable (except any Additional Sums that may be due and payable).
      No
      Extension Period may end on a date other than an Interest Payment Date. During
      an Extension Period, interest will continue to accrue on the Debentures, and
      interest on such accrued interest will accrue at an annual rate equal to the
      Interest Rate in effect for such Extension Period, compounded quarterly from
      the
      date such interest would have been payable were it not for the Extension Period,
      to the extent permitted by law (such interest referred to herein as
“Additional
      Interest”).
      At
      the end of any such Extension Period the Company shall pay all interest then
      accrued and unpaid on the Debentures (together with Additional Interest
      thereon); provided,
      however,
      that no
      Extension Period may extend beyond the Maturity Date; provided further,
      however,
      that
      during any such Extension Period, the Company shall not and shall not permit
      any
      Affiliate of the Company controlled by the Company to (i) declare or pay
      any dividends or distributions on, or redeem, purchase, acquire, or make a
      liquidation payment with respect to, any of the Company’s or such Affiliate’s
      capital stock (other than payments of dividends or distributions to the Company
      or a Subsidiary of the Company) or make any guarantee payments with respect
      to
      the foregoing, (ii) make any payment of principal of or interest or
      premium, if any, on or repay, repurchase or redeem any debt securities of the
      Company or any Affiliate of the Company controlled by the Company that rank
      pari
      passu
      in all
      respects with or junior in interest to the Debentures or (iii) enter into any
      contracts with shareholders holding more than 10% of the outstanding shares
      of
      common stock of the Company, unless such contract is entered into on an arm’s
      length basis in the ordinary course of business (other than, with respect to
      clauses (i) and (ii) above, (a) repurchases, redemptions or other
      acquisitions of shares of capital stock of the Company or any Subsidiary of
      the
      Company in connection with any employment contract, benefit plan or other
      similar arrangement with or for the benefit of one or more employees, officers,
      directors or consultants, in connection with a dividend reinvestment or
      stockholder stock purchase plan or in connection with the issuance of capital
      stock of the Company or of such Subsidiary (or securities convertible into
      or
      exercisable for such capital stock) as consideration in an acquisition
      transaction entered into prior to the applicable Extension Period, (b) as a
      result of any exchange or conversion of any class or series of the Company’s
      capital stock (or any capital stock of a Subsidiary of the Company) for any
      class or series of the Company’s capital stock (or in the case of a Subsidiary
      of the Company, any class or series of such Subsidiary’s capital stock) or of
      any class or series of the Company’s indebtedness for any class or series of the
      Company’s capital stock (or in the case of indebtedness of a Subsidiary of the
      Company, of any class or series of such Subsidiary’s indebtedness for any class
      or series of such Subsidiary’s capital stock), (c) the purchase of
      fractional interests in shares of the Company’s capital stock (or the capital
      stock of a Subsidiary of the Company) pursuant to the conversion or exchange
      provisions of such capital stock or the security being converted or exchanged,
      (d) any declaration of a dividend in connection with any stockholders’
rights plan, or the issuance of rights, stock or other property under any
      stockholders’ rights plan, or the redemption or repurchase of rights pursuant
      thereto, (e) any dividend in the form of stock, warrants, options or other
      rights where the dividend stock or the stock issuable upon exercise of such
      warrants, options or other rights is the same stock as that on which the
      dividend is being paid or ranks pari
      passu
      with or
      junior to such stock and any cash payments in lieu of fractional shares issued
      in connection therewith, or (f) payments under the Capital Securities
      Guarantee). Prior to the termination of any Extension Period, the Company may
      further extend such period, provided that such period together with all such
      previous and further consecutive extensions thereof shall not exceed
      20 consecutive quarterly periods, or extend beyond the Maturity Date. Upon
      the termination of any Extension Period and upon the payment of all accrued
      and
      unpaid interest and Additional Interest, the Company may commence a new
      Extension Period, subject to the foregoing requirements. No interest or
      Additional Interest shall be due and payable during an Extension Period, except
      at the end thereof, but each installment of interest that would otherwise have
      been due and payable during an Extension Period shall bear Additional Interest
      to the extent permitted by applicable law. The Company must give the Trustee
      notice of its election to begin or extend an Extension Period at least 5
      Business Days prior to the regular record date (as such term is used in Section
      2.8) immediately preceding the Interest Payment Date with respect to which
      interest on the Debentures would have been payable except for the election
      to
      begin or extend an Extension Period. The Trustee shall give notice of the
      Company’s election to begin a new Extension Period to the
      Securityholders.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

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

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    Section
      2.13 Ranking.
      The
      Company’s obligations in respect of the Debentures shall rank pari passu with
      the Company’s obligations under (i) the Indenture dated as of March 17, 2005, in
      respect of the Company’s Fixed/Floating Rate Junior Subordinated Deferrable
      Interest Debenture due 2035 issued thereunder and under the Guarantee Agreement
      by and between the Company and Wilmington Trust Company, dated as of March
      17,
      2005, and (ii) the Indenture dated as of June 15, 2005, in respect of the
      Company’s Fixed/Floating Rate Junior Subordinated Deferrable Interest Debenture
      due 2035 issued thereunder and under the Guarantee Agreement by and between
      the
      Company and Wilmington Trust Company, dated as of June 15, 2005.

     

    ARTICLE
      III.

    PARTICULAR
      COVENANTS OF THE COMPANY

     

    Section
      3.1. Payment
      of Principal, Premium and Interest; Agreed Treatment of the
      Debentures.

     

    (a) The
      Company covenants and agrees that it will duly and punctually pay or cause
      to be
      paid the principal of and premium, if any, and interest and any Additional
      Interest and other payments on the Debentures at the place, at the respective
      times and in the manner provided in this Indenture and the Debentures. Each
      installment of interest on the Debentures may be paid (i) by mailing checks
      for such interest payable to the order of the holders of Debentures entitled
      thereto as they appear on the registry books of the Company if a request for
      a
      wire transfer has not been received by the Company or (ii) by wire transfer
      to any account with a banking institution located in the United States
      designated in writing by such Person to the paying agent no later than the
      related record date. Notwithstanding the foregoing, so long as the holder of
      this Debenture is the Institutional Trustee, the payment of the principal of
      and
      interest on this Debenture will be made in immediately available funds at such
      place and to such account as may be designated by the Institutional
      Trustee.

     

    (b) The
      Company will treat the Debentures as indebtedness of the Company that is in
      registered form within the meaning of Treasury Regulations Section
      1.871-14(c)(1)(i). The Company will further treat the amounts payable in respect
      of the principal amount of such Debentures as interest for all United States
      federal income and withholding tax purposes. All interest payments in respect
      of
      such Debentures will be made free and clear of United States withholding tax
      to
      any beneficial owner thereof that has provided an Internal Revenue Service
      Form
      W-8BEN (or any substitute or successor form) establishing its non-United States
      status for United States federal income and withholding tax
      purposes.

     

    (c) As
      of the
      date of this Indenture, the Company has no present intention to exercise its
      right under 0
      to defer
      payments of interest on the Debentures by commencing an Extension
      Period.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    (d) As
      of the
      date of this Indenture, the Company believes that the likelihood that it would
      exercise its right under 0
      to defer
      payments of interest on the Debentures by commencing an Extension Period at
      any
      time during which the Debentures are outstanding is remote because of the
      restrictions that would be imposed on the Company’s ability to declare or pay
      dividends or distributions on, or to redeem, purchase or make a liquidation
      payment with respect to, any of its outstanding equity and on the Company’s
      ability to make any payments of principal of or interest on, or repurchase
      or
      redeem, any of its debt securities that rank pari
      passu
      in all
      respects with (or junior in interest to) the Debentures.

     

    Section
      3.2. Offices
      for Notices and Payments, etc. So
      long
      as any of the Debentures remain outstanding, the Company will maintain in
      Wilmington, Delaware, an office or agency where the Debentures may be presented
      for payment, an office or agency where the Debentures may be presented for
      registration of transfer and for exchange as in this Indenture provided and
      an
      office or agency where notices and demands to or upon the Company in respect
      of
      the Debentures or of this Indenture may be served. The Company will give to
      the
      Trustee written notice of the location of any such office or agency and of
      any
      change of location thereof. Until otherwise designated from time to time by
      the
      Company in a notice to the Trustee, or specified as contemplated by 0,
      such
      office or agency for all of the above purposes shall be the office or agency
      of
      the Trustee. In case the Company shall fail to maintain any such office or
      agency in Wilmington, Delaware, or shall fail to give such notice of the
      location or of any change in the location thereof, presentations and demands
      may
      be made and notices may be served at the Principal Office of the
      Trustee.

     

    In
      addition to any such office or agency, the Company may from time to time
      designate one or more offices or agencies outside Wilmington, Delaware, where
      the Debentures may be presented for registration of transfer and for exchange
      in
      the manner provided in this Indenture, and the Company may from time to time
      rescind such designation, as the Company may deem desirable or expedient;
provided,
      however,
      that no
      such designation or rescission shall in any manner relieve the Company of its
      obligation to maintain any such office or agency in Wilmington, Delaware, for
      the purposes above mentioned. The Company will give to the Trustee prompt
      written notice of any such designation or rescission thereof.

     

    Section
      3.3. Appointments
      to Fill Vacancies in Trustee’s Office.
      The
      Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
      will appoint, in the manner provided in Section 6.9, a Trustee, so that
      there shall at all times be a Trustee hereunder.

     

    Section
      3.4. Provision
      as to Paying Agent.

     

    (a) If
      the
      Company shall appoint a paying agent other than the Trustee, it will cause
      such
      paying agent to execute and deliver to the Trustee an instrument in which such
      agent shall agree with the Trustee, subject to the provision of this
      Section 3.4,

     

    (1) that
      it
      will hold all sums held by it as such agent for the payment of the principal
      of
      and premium, if any, or interest, if any, on the Debentures (whether such sums
      have been paid to it by the Company or by any other obligor on the Debentures)
      in trust for the benefit of the holders of the Debentures;

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    (2) that
      it
      will give the Trustee prompt written notice of any failure by the Company (or
      by
      any other obligor on the Debentures) to make any payment of the principal of
      and
      premium, if any, or interest, if any, on the Debentures when the same shall
      be
      due and payable; and

     

    (3) that
      it
      will, at any time during the continuance of any Event of Default, upon the
      written request of the Trustee, forthwith pay to the Trustee all sums so held
      in
      trust by such paying agent.

     

    (b) If
      the
      Company shall act as its own paying agent, it will, on or before each due date
      of the principal of and premium, if any, or interest or other payments, if
      any,
      on the Debentures, set aside, segregate and hold in trust for the benefit of
      the
      holders of the Debentures a sum sufficient to pay such principal, premium,
      interest or other payments so becoming due and will notify the Trustee in
      writing of any failure to take such action and of any failure by the Company
      (or
      by any other obligor under the Debentures) to make any payment of the principal
      of and premium, if any, or interest or other payments, if any, on the Debentures
      when the same shall become due and payable.

     

    Whenever
      the Company shall have one or more paying agents for the Debentures, it will,
      on
      or prior to each due date of the principal of and premium, if any, or interest,
      if any, on the Debentures, deposit with a paying agent a sum sufficient to
      pay
      the principal, premium, interest or other payments so becoming due, such sum
      to
      be held in trust for the benefit of the Persons entitled thereto and (unless
      such paying agent is the Trustee) the Company shall promptly notify the Trustee
      in writing of its action or failure to act.

     

    (c) Anything
      in this Section 3.4 to the contrary notwithstanding, the Company may, at
      any time, for the purpose of obtaining a satisfaction and discharge with respect
      to the Debentures, or for any other reason, pay, or direct any paying agent
      to
      pay to the Trustee all sums held in trust by the Company or any such paying
      agent, such sums to be held by the Trustee upon the trusts herein
      contained.

     

    (d) Anything
      in this Section 3.4 to the contrary notwithstanding, the agreement to hold
      sums in trust as provided in this Section 3.4 is subject to
      Sections 12.3 and 12.4.

     

    Section
      3.5. Certificate
      to Trustee.
      The
      Company will deliver to the Trustee on or before 120 days after the end of
      each fiscal year, so long as Debentures are outstanding hereunder, a Certificate
      stating that in the course of the performance by the signers of their duties
      as
      officers of the Company they would normally have knowledge of any Default during
      such fiscal year by the Company in the performance of any covenants contained
      herein, stating whether or not they have knowledge of any such Default and,
      if
      so, specifying each such Default of which the signers have knowledge and the
      nature and status thereof.

     

    Section
      3.6. Additional
      Sums.
      If and
      for so long as the Trust or a trustee of the Trust is the holder of all
      Debentures and the Trust is required to pay any additional taxes (excluding
      withholding taxes), duties, assessments or other governmental charges as a
      result of a Tax Event, then the Company will pay such additional amounts
      (“Additional
      Sums”)
      on the
      Debentures as shall be required so that the net amounts received and retained
      by
      the Trust after paying such taxes (excluding withholding taxes), duties,
      assessments or other governmental charges will be equal to the amounts the
      Trust
      would have received if no such taxes (excluding withholding taxes), duties,
      assessments or other governmental charges had been imposed. Whenever in this
      Indenture or the Debentures there is a reference in any context to the payment
      of principal of or interest on the Debentures, such mention shall be deemed
      to
      include mention of payments of the Additional Sums provided for in this
      paragraph to the extent that, in such context, Additional Sums are, were or
      would be payable in respect thereof pursuant to the provisions of this paragraph
      and express mention of the payment of Additional Sums (if applicable) in any
      provisions hereof shall not be construed as excluding Additional Sums in those
      provisions hereof where such express mention is not made; provided,
      however,
      that
      the deferral of the payment of interest during an Extension Period pursuant
      to
      Section 2.11 shall not defer the payment of any Additional Sums that may be
      due and payable.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    Section
      3.7. Compliance
      with Consolidation Provisions.
      The
      Company will not, while any of the Debentures remain outstanding, (a)
      consolidate with, or merge into any other Person, or (b) sell, convey, transfer
      or otherwise dispose of, directly or indirectly through its Subsidiaries, in
      a
      single transaction or in any series of transactions occurring during any
      twelve-month period, more than 70% of its assets, unless in each case of a
      consolidation, merger, sale, conveyance, transfer or other disposition of
      assets, the provisions of Article XI hereof are complied with; provided,
      however,
      that
      any portion of assets (“Excluded
      Assets”)
      constituting portfolio investment assets of any mutual or hedge fund managed
      or
      operated by the Company or a Subsidiary attributable to capital invested in
      such
      mutual or hedge fund by any Person that is not part of the AmTrust Group
      (“Third
      Party Capital”)
      shall
      not be included as part of the Company’s assets for purposes of this Section
      3.7(b), it being understood and agreed that the amount of the Excluded Assets
      shall be determined by multiplying the value of the total portfolio investment
      assets of such mutual or hedge fund (as reflected on the balance sheet included
      in the then most recent consolidated audited financial statements of the Company
      prepared in accordance with United States generally
      accepted accounting principles)
      by a
      fraction, the numerator which shall be the aggregate amount of Third Party
      Capital invested in such mutual or hedge fund and the denominator of which
      shall
      be the total amount of capital invested by all Persons in such mutual or hedge
      fund.

     

    Section
      3.8. Limitation
      on Dividends.
      If
      Debentures are initially issued to the Trust or a trustee of such Trust in
      connection with the issuance of Trust Securities by the Trust (regardless of
      whether Debentures continue to be held by such Trust) and (i) there shall
      have occurred and be continuing an Event of Default, (ii) the Company shall
      be in default with respect to its payment of any obligations under the Capital
      Securities Guarantee, or (iii) the Company shall have given notice of its
      election to defer payments of interest on the Debentures by extending the
      interest payment period as provided herein and such period, or any extension
      thereof, shall be continuing, then the Company shall not, and shall not permit
      any Affiliate of the Company controlled by the Company to, (x) declare or
      pay any dividends or distributions on, or redeem, purchase, acquire, or make
      a
      liquidation payment with respect to, any of the Company’s or such Affiliates’
capital stock (other than payments of dividends or distributions to the Company
      or a Subsidiary of the Company) or make any guarantee payments with respect
      to
      the foregoing, (y) make any payment of principal of or interest or premium,
      if any, on or repay, repurchase or redeem any debt securities of the Company
      or
      any Affiliate of the Company controlled by the Company that rank pari
      passu
      in all
      respects with or junior in interest to the Debentures or (z)
      enter
      into any contracts with shareholders holding more than 10% of the outstanding
      shares of common stock of the Company, unless such contract is entered into
      on
      an arm’s length basis in the ordinary course of business (other than, with
      respect to clauses (x) and (y) above, (1) repurchases, redemptions or other
      acquisitions of shares of capital stock of the Company or any Subsidiary of
      the
      Company in connection with any employment contract, benefit plan or other
      similar arrangement with or for the benefit of one or more employees, officers,
      directors or consultants, in connection with a dividend reinvestment or
      stockholder stock purchase plan or in connection with the issuance of capital
      stock of the Company or of such Subsidiary (or securities convertible into
      or
      exercisable for such capital stock) as consideration in an acquisition
      transaction entered into prior to the applicable Extension Period, (2) as a
      result of any exchange or conversion of any class or series of the Company’s
      capital stock (or any capital stock of a Subsidiary of the Company) for any
      class or series of the Company’s capital stock (or in the case of a Subsidiary
      of the Company, any class or series of such Subsidiary’s capital stock) or of
      any class or series of the Company’s indebtedness for any class or series of the
      Company’s capital stock(or in the case of indebtedness of a Subsidiary of the
      Company, of any class or series of such Subsidiary’s indebtedness for any class
      or series of such Subsidiary’s capital stock), (3) the purchase of
      fractional interests in shares of the Company’s capital stock (or the capital
      stock of a Subsidiary of the Company) pursuant to the conversion or exchange
      provisions of such capital stock or the security being converted or exchanged,
      (4) any declaration of a dividend in connection with any stockholders’
rights plan, or the issuance of rights, stock or other property under any
      stockholders’ rights plan, or the redemption or repurchase of rights pursuant
      thereto, (5) any dividend in the form of stock, warrants, options or other
      rights where the dividend stock or the stock issuable upon exercise of such
      warrants, options or other rights is the same stock as that on which the
      dividend is being paid or ranks pari
      passu
      with or
      junior to such stock and any cash payments in lieu of fractional shares issued
      in connection therewith, or (6) payments under the Capital Securities
      Guarantee).

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    Section
      3.9. Covenants
      as to the Trust.
      For so
      long as the Trust Securities remain outstanding, the Company shall maintain
      100%
      ownership of the Common Securities; provided,
      however,
      that
      any permitted successor of the Company under this Indenture may succeed to
      the
      Company’s ownership of such Common Securities. The Company, as owner of the
      Common Securities, shall, except in connection with a distribution of Debentures
      to the holders of Trust Securities in liquidation of the Trust, the redemption
      of all of the Trust Securities or certain mergers, consolidations or
      amalgamations, each as permitted by the Declaration, cause the Trust (a) to
      remain a statutory trust, (b) to otherwise continue to be classified as a
      grantor trust for United States federal income tax purposes, and (c) to
      cause each holder of Trust Securities to be treated as owning an undivided
      beneficial interest in the Debentures.

     

    Section
      3.10. Additional
      Junior Indebtedness. The
      Company shall not, and it shall not cause or permit any Subsidiary of the
      Company to, incur, issue or be obligated on any Additional Junior Indebtedness,
      either directly or indirectly, by way of guarantee, suretyship or otherwise,
      other than Additional Junior Indebtedness that, by its terms, is expressly
      stated to be either junior and subordinate or pari
      passu
      in all
      respects to the Debentures.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    ARTICLE
      IV.

    SECURITYHOLDERS
      LISTS AND REPORTS

    BY
      THE COMPANY AND THE TRUSTEE

     

    Section
      4.1. Securityholders
      Lists.
      The
      Company covenants and agrees that it will furnish or cause to be furnished
      to
      the Trustee:

     

    (a) on
      each
      regular record date for the Debentures, a list, in such form as the Trustee
      may
      reasonably require, of the names and addresses of the Securityholders of the
      Debentures as of such record date; and

     

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

     

    except
      that no such lists need be furnished under this Section 4.1 so long as the
      Trustee is in possession thereof by reason of its acting as Debenture
      registrar.

     

    Section
      4.2. Preservation
      and Disclosure of Lists.

     

    (a) The
      Trustee shall preserve, in as current a form as is reasonably practicable,
      all
      information as to the names and addresses of the holders of Debentures
      (1) contained in the most recent list furnished to it as provided in
      Section 4.1 or (2) received by it in the capacity of Debentures
      registrar (if so acting) hereunder. The Trustee may destroy any list furnished
      to it as provided in Section 4.1 upon receipt of a new list so
      furnished.

     

    (b) In
      case
      three or more holders of Debentures (hereinafter referred to as “applicants”)
      apply in writing to the Trustee and furnish to the Trustee reasonable proof
      that
      each such applicant has owned a Debenture for a period of at least 6 months
      preceding the date of such application, and such application states that the
      applicants desire to communicate with other holders of Debentures with respect
      to their rights under this Indenture or under such Debentures and is accompanied
      by a copy of the form of proxy or other communication which such applicants
      propose to transmit, then the Trustee shall within 5 Business Days after the
      receipt of such application, at its election, either:

     

    (1) afford
      such applicants access to the information preserved at the time by the Trustee
      in accordance with the provisions of subsection (a) of this
      Section 4.2, or

     

    (2) inform
      such applicants as to the approximate number of holders of Debentures whose
      names and addresses appear in the information preserved at the time by the
      Trustee in accordance with the provisions of subsection (a) of this
      Section 4.2, and as to the approximate cost of mailing to such
      Securityholders the form of proxy or other communication, if any, specified
      in
      such application.

     

    If
      the
      Trustee shall elect not to afford such applicants access to such information,
      the Trustee shall, upon the written request of such applicants, mail to each
      Securityholder whose name and address appear in the information preserved at
      the
      time by the Trustee in accordance with the provisions of subsection (a) of
      this Section 4.2 a copy of the form of proxy or other communication which
      is specified in such request with reasonable promptness after a tender to the
      Trustee of the material to be mailed and of payment, or provision for the
      payment, of the reasonable expenses of mailing, unless within five days after
      such tender, the Trustee shall mail to such applicants and file with the
      Securities and Exchange Commission, if permitted or required by applicable
      law,
      together with a copy of the material to be mailed, a written statement to the
      effect that, in the opinion of the Trustee, such mailing would be contrary
      to
      the best interests of the holders of all Debentures, as the case may be, or
      would be in violation of applicable law. Such written statement shall specify
      the basis of such opinion. If said Commission, as permitted or required by
      applicable law, after opportunity for a hearing upon the objections specified
      in
      the written statement so filed, shall enter an order refusing to sustain any
      of
      such objections or if, after the entry of an order sustaining one or more of
      such objections, said Commission shall find, after notice and opportunity for
      hearing, that all the objections so sustained have been met and shall enter
      an
      order so declaring, the Trustee shall mail copies of such material to all such
      Securityholders with reasonable promptness after the entry of such order and
      the
      renewal of such tender; otherwise the Trustee shall be relieved of any
      obligation or duty to such applicants respecting their application.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    (c) Each
      and
      every holder of Debentures, by receiving and holding the same, agrees with
      Company and the Trustee that neither the Company nor the Trustee nor any paying
      agent shall be held accountable by reason of the disclosure of any such
      information as to the names and addresses of the holders of Debentures in
      accordance with the provisions of subsection (b) of this Section 4.2,
      regardless of the source from which such information was derived, and that
      the
      Trustee shall not be held accountable by reason of mailing any material pursuant
      to a request made under said subsection (b).

     

    ARTICLE
      V.

    REMEDIES
      OF THE TRUSTEE AND SECURITYHOLDERS

    UPON
      AN EVENT OF DEFAULT

     

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

     

    (a) the
      Company defaults in the payment of any interest upon any Debenture when it
      becomes due and payable, and fails to cure such default for a period of
      30 days; provided,
      however,
      that a
      valid extension of an interest payment period by the Company in accordance
      with
      the terms of this Indenture shall not constitute a default in the payment of
      interest for this purpose; or

     

    (b) the
      Company defaults in the payment of all or any part of the principal of (or
      premium, if any, on) any Debentures as and when the same shall become due and
      payable either at maturity, upon redemption, by declaration of acceleration
      or
      otherwise; or

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    (c) the
      Company defaults in the performance of, or breaches, any of its covenants or
      agreements in this Indenture or in the terms of the Debentures established
      as
      contemplated in this Indenture (other than a covenant or agreement a default
      in
      whose performance or whose breach is elsewhere in this Section specifically
      dealt with), and continuance of such default or breach for a period of
      60 days after there has been given, by registered or certified mail, to the
      Company by the Trustee or to the Company and the Trustee by the holders of
      at
      least 25% in aggregate principal amount of the outstanding Debentures, a written
      notice specifying such default or breach and requiring it to be remedied and
      stating that such notice is a “Notice of Default” hereunder; or

     

    (d) a
      court
      of competent jurisdiction shall enter a decree or order for relief in respect
      of
      the Company in an involuntary case under any applicable bankruptcy, insolvency,
      reorganization or other similar law now or hereafter in effect, or shall appoint
      a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar
      official) of the Company or for any substantial part of its property, or shall
      order the winding-up or liquidation of its affairs and such decree or order
      shall remain unstayed and in effect for a period of 90 consecutive days;
      or

     

    (e) the
      Company shall commence a voluntary case under any applicable bankruptcy,
      insolvency, reorganization or other similar law now or hereafter in effect,
      shall consent to the entry of an order for relief in an involuntary case under
      any such law, or shall consent to the appointment of or taking possession by
      a
      receiver, liquidator, assignee, trustee, custodian, sequestrator (or other
      similar official) of the Company or of any substantial part of its property,
      or
      shall make any general assignment for the benefit of creditors, or shall fail
      generally to pay its debts as they become due; 

     

    (f) the
      Trust
      shall have voluntarily or involuntarily liquidated, dissolved, wound-up its
      business or otherwise terminated its existence except in connection with
      (i) the distribution of the Debentures to holders of the Trust Securities
      in liquidation of their interests in the Trust, (ii) the redemption of all
      of the outstanding Trust Securities or (iii) certain mergers,
      consolidations or amalgamations, each as permitted by the Declaration;
      or

     

    (g) the
      Significant Subsidiaries (as defined in Section 1-02(w) of Regulation S-X
      to the Securities Act (the “Significant Subsidiaries”)) of the Company, in the
      aggregate, (i) fail to offer to renew at least 30% of its business during any
      twelve-month period; or (ii) sell more than 70% of their rights to renew
      insurance policies in one or more transactions during any twelve-month
      period.

     

    If
      an
      Event of Default occurs and is continuing with respect to the Debentures, then,
      and in each and every such case, unless the principal of the Debentures shall
      have already become due and payable, either the Trustee or the holders of not
      less than 25% in aggregate principal amount of the Debentures then outstanding
      hereunder, by notice in writing to the Company (and to the Trustee if given
      by
      Securityholders), may declare the entire principal of the Debentures and the
      interest accrued thereon, if any, to be due and payable immediately, and upon
      any such declaration the same shall become immediately due and
      payable.

     

    The
      foregoing provisions, however, are subject to the condition that if, at any
      time
      after the principal of the Debentures shall have been so declared due and
      payable, and before any judgment or decree for the payment of the moneys due
      shall have been obtained or entered as hereinafter provided, (i) the Company
      shall pay or shall deposit with the Trustee a sum sufficient to pay all matured
      installments of interest upon all the Debentures and the principal of and
      premium, if any, on the Debentures which shall have become due otherwise than
      by
      acceleration (with interest upon such principal and premium, if any, and
      Additional Interest) and such amount as shall be sufficient to cover reasonable
      compensation of the Trustee and each predecessor Trustee, their respective
      agents, attorneys and counsel, and all other amounts due to the Trustee pursuant
      to Section 6.6, if any, and (ii) all Events of Default under this
      Indenture, other than the non-payment of the principal of or premium, if any,
      on
      the Debentures which shall have become due by acceleration, shall have been
      cured, waived or otherwise remedied as provided herein -- then and in every
      such case the holders of a majority in aggregate principal amount of the
      Debentures then outstanding, by written notice to the Company and to the
      Trustee, may waive all defaults and rescind and annul such declaration and
      its
      consequences, but no such waiver or rescission and annulment shall extend to
      or
      shall affect any subsequent default or shall impair any right consequent
      thereon.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    In
      case
      the Trustee shall have proceeded to enforce any right under this Indenture
      and
      such proceedings shall have been discontinued or abandoned because of such
      rescission or annulment or for any other reason or shall have been determined
      adversely to the Trustee, then and in every such case the Company, the Trustee
      and the holders of the Debentures shall be restored respectively to their
      several positions and rights hereunder, and all rights, remedies and powers
      of
      the Company, the Trustee and the holders of the Debentures shall continue as
      though no such proceeding had been taken.

     

    Section
      5.2. Payment
      of Debentures on Default; Suit Therefor.
      The
      Company covenants that upon the occurrence and during the continuation of an
      Event of Default pursuant to Section 5.1(a) or Section 5.1(b) then, upon demand
      of the Trustee, the Company will pay to the Trustee, for the benefit of the
      holders of the Debentures the whole amount that then shall have become due
      and
      payable on all Debentures for principal and premium, if any, or interest, or
      both, as the case may be, with Additional Interest accrued on the Debentures
      (to
      the extent that payment of such interest is enforceable under applicable law
      and, if the Debentures are held by the Trust or a trustee of such Trust, without
      duplication of any other amounts paid by the Trust or a trustee of the Trust
      in
      respect thereof); and, in addition thereto, such further amount as shall be
      sufficient to cover the costs and expenses of collection, including a reasonable
      compensation to the Trustee, its agents, attorneys and counsel, and any other
      amounts due to the Trustee under Section 6.6. In case the Company shall
      fail forthwith to pay such amounts upon such demand, the Trustee, in its own
      name and as trustee of an express trust, shall be entitled and empowered to
      institute any actions or proceedings at law or in equity for the collection
      of
      the sums so due and unpaid, and may prosecute any such action or proceeding
      to
      judgment or final decree, and may enforce any such judgment or final decree
      against the Company or any other obligor on such Debentures and collect in
      the
      manner provided by law out of the property of the Company or any other obligor
      on such Debentures wherever situated the moneys adjudged or decreed to be
      payable.

     

    In
      case
      there shall be pending proceedings for the bankruptcy or for the reorganization
      of the Company or any other obligor on the Debentures under Bankruptcy Law,
      or
      in case a receiver or trustee shall have been appointed for the property of
      the
      Company or such other obligor, or in the case of any other similar judicial
      proceedings relative to the Company or other obligor upon the Debentures, or
      to
      the creditors or property of the Company or such other obligor, the Trustee,
      irrespective of whether the principal of the Debentures shall then be due and
      payable as therein expressed or by declaration of acceleration or otherwise and
      irrespective of whether the Trustee shall have made any demand pursuant to
      the
      provisions of this Section 5.2, shall be entitled and empowered, by
      intervention in such proceedings or otherwise,

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    
      	
            	(a)	
              to
                file and prove a claim or claims for the whole amount of principal
                and
                interest owing and unpaid in respect of the Debentures,
                

            


    

     

    
      	
            	(b)	
              in
                case of any judicial proceedings, (i) to file such proofs of claim
                and
                other papers or documents as may be necessary or advisable in order
                to
                have the claims of the Trustee (including any claim for reasonable
                compensation to the Trustee and each predecessor Trustee, and their
                respective agents, attorneys and counsel, and for reimbursement of
                all
                other amounts due to the Trustee under Section 6.6), and of the
                Securityholders allowed in such judicial proceedings relative to
                the
                Company or any other obligor on the Debentures, or to the creditors
                or
                property of the Company or such other obligor, unless prohibited
                by
                applicable law and regulations and (ii) to vote on behalf of the
                holders
                of the Debentures in any election of a trustee or a standby trustee
                in
                arrangement, reorganization, liquidation or other bankruptcy or insolvency
                proceedings or Person performing similar functions in comparable
                proceedings, 

            


    

     

    
      	
            	(c)	
              to
                collect and receive any moneys or other property payable or deliverable
                on
                any such claims, and 

            


    

     

    
      	
            	(d)	
              to
                distribute the same after the deduction of its charges and
                expenses.

            


    

     

    By
      its
      acceptance of any Debentures, each Securityholder shall be deemed to have
      authorized any receiver, assignee or trustee in bankruptcy or reorganization
      to
      make such payments to the Trustee, and, in the event that the Trustee shall
      consent to the making of such payments directly to the Securityholders, to
      pay
      to the Trustee such amounts as shall be sufficient to cover reasonable
      compensation to the Trustee, each predecessor Trustee and their respective
      agents, attorneys and counsel, and all other amounts due to the Trustee under
      Section 6.6.

     

    Nothing
      herein contained shall be construed to authorize the Trustee to authorize or
      consent to or accept or adopt on behalf of any Securityholder any plan of
      reorganization, arrangement, adjustment or composition affecting the Debentures
      or the rights of any holder thereof or to authorize the Trustee to vote in
      respect of the claim of any Securityholder in any such proceeding.

     

    All
      rights of action and of asserting claims under this Indenture, or under any
      of
      the Debentures, may be enforced by the Trustee without the possession of any
      of
      the Debentures, or the production thereof at any trial or other proceeding
      relative thereto, and any such suit or proceeding instituted by the Trustee
      shall be brought in its own name as trustee of an express trust, and, subject
      to
      Section 5.3, any recovery of judgment shall be for the ratable benefit of
      the holders of the Debentures.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    In
      any
      proceedings brought by the Trustee (and also any proceedings involving the
      interpretation of any provision of this Indenture to which the Trustee shall
      be
      a party), the Trustee shall be held to represent all the holders of the
      Debentures, and it shall not be necessary to make any holders of the Debentures
      parties to any such proceedings.

     

    Section
      5.3. Application
      of Moneys Collected by Trustee.
      Any
      moneys collected by the Trustee pursuant to this Article V shall be applied
      in the following order, at the date or dates fixed by the Trustee for the
      distribution of such moneys, upon presentation of the several Debentures in
      respect of which moneys have been collected, and stamping thereon the payment,
      if only partially paid, and upon surrender thereof if fully paid:

     

    First:
      To
      the payment of costs and expenses incurred by, and reasonable fees of, the
      Trustee, its agents, attorneys and counsel, and of all other amounts due to
      the
      Trustee under Section 6.6;

     

    Second:
      To the payment of all Senior Indebtedness of the Company if and to the extent
      required by Article XV;

     

    Third:
      To
      the payment of the amounts then due and unpaid upon the Debentures for principal
      (and premium, if any), and interest on the Debentures, in respect of which
      or
      for the benefit of which money has been collected, ratably, without preference
      or priority of any kind, according to the amounts due on such Debentures for
      principal (and premium, if any) and interest (including Additional Interest),
      respectively; and

     

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

     

    Section
      5.4. Proceedings
      by Securityholders.
      No
      holder of any Debenture shall have any right to institute any suit, action
      or
      proceeding for any remedy hereunder, unless such holder previously shall have
      given to the Trustee written notice of an Event of Default with respect to
      the
      Debentures and unless the holders of not less than 25% in aggregate principal
      amount of the Debentures then outstanding shall have given the Trustee a written
      request to institute such action, suit or proceeding and shall have offered
      to
      the Trustee such reasonable indemnity as it may require against the costs,
      expenses and liabilities to be incurred thereby, and the Trustee for
      60 days after its receipt of such notice, request and offer of indemnity
      shall have failed to institute any such action, suit or proceeding.

     

    Notwithstanding
      any other provisions in this Indenture, however, the right of any holder of
      any
      Debenture to receive payment of the principal of, premium, if any, and interest,
      on such Debenture when due, or to institute suit for the enforcement of any
      such
      payment, shall not be impaired or affected without the consent of such holder
      and by accepting a Debenture hereunder it is expressly understood, intended
      and
      covenanted by the taker and holder of every Debenture with every other such
      taker and holder and the Trustee, that no one or more holders of Debentures
      shall have any right in any manner whatsoever by virtue or by availing itself
      of
      any provision of this Indenture to affect, disturb or prejudice the rights
      of
      the holders of any other Debentures, or to obtain or seek to obtain priority
      over or preference to any other such holder, or to enforce any right under
      this
      Indenture, except in the manner herein provided and for the equal, ratable
      and
      common benefit of all holders of Debentures. For the protection and enforcement
      of the provisions of this Section, each and every Securityholder and the Trustee
      shall be entitled to such relief as can be given either at law or in
      equity.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    Section
      5.5. Proceedings
      by Trustee.
      In case
      of an Event of Default hereunder the Trustee may in its discretion proceed
      to
      protect and enforce the rights vested in it by this Indenture by such
      appropriate judicial proceedings as the Trustee shall deem most effectual to
      protect and enforce any of such rights, either by suit in equity or by action
      at
      law or by proceeding in bankruptcy or otherwise, whether for the specific
      enforcement of any covenant or agreement contained in this Indenture or in
      aid
      of the exercise of any power granted in this Indenture, or to enforce any other
      legal or equitable right vested in the Trustee by this Indenture or by
      law.

     

    Section
      5.6. Remedies
      Cumulative and Continuing; Delay or Omission Not a
      Waiver.
      Except
      as otherwise provided in Section 2.6 with respect to the replacement of
      mutilated, destroyed, lost or stolen Debentures, all powers and remedies given
      by this Article V to the Trustee or to the Securityholders shall, to the
      extent permitted by law, be deemed cumulative and not exclusive of any other
      powers and remedies available to the Trustee or the holders of the Debentures,
      by judicial proceedings or otherwise, to enforce the performance or observance
      of the covenants and agreements contained in this Indenture or otherwise
      established with respect to the Debentures, and no delay or omission of the
      Trustee or of any holder of any of the Debentures to exercise any right, remedy
      or power accruing upon any Event of Default occurring and continuing as
      aforesaid shall impair any such right, remedy or power, or shall be construed
      to
      be a waiver of any such default or an acquiescence therein; and, subject to
      the
      provisions of Section 5.4, every power and remedy given by this
      Article V or by law to the Trustee or to the Securityholders may be
      exercised from time to time, and as often as shall be deemed expedient, by
      the
      Trustee (in accordance with its duties under Section 6.1) or by the
      Securityholders.

     

    No
      delay
      or omission of the Trustee or any Securityholder to exercise any right or remedy
      accruing upon any Event of Default shall impair any such right or remedy or
      constitute a waiver of any such Event of Default or an acquiescence therein.
      Every right and remedy given by this Article or by law to the Trustee or to
      any
      Securityholder may be exercised from time to time, and as often as may be deemed
      expedient, by the Trustee (in accordance with its duties under Section 6.1
      hereof) or by such holder, as the case may be.

     

    Section
      5.7. Direction
      of Proceedings and Waiver of Defaults by Majority of
      Securityholders.
      The
      holders of a majority in aggregate principal amount of the Debentures affected
      (voting as one class) at the time outstanding shall have the right to direct
      the
      time, method, and place of conducting any proceeding for any remedy available
      to
      the Trustee, or exercising any trust or power conferred on the Trustee with
      respect to such Debentures; provided,
      however,
      that
      (subject to the provisions of Section 6.1) the Trustee shall have the right
      to decline to follow any such direction if the Trustee shall determine that
      the
      action so directed would be unjustly prejudicial to the holders not taking
      part
      in such direction or if the Trustee being advised by counsel determines that
      the
      action or proceeding so directed may not lawfully be taken or if a Responsible
      Officer of the Trustee shall determine that the action or proceedings so
      directed would involve the Trustee in personal liability. 

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    The
      holders of a majority in aggregate principal amount of the Debentures at the
      time outstanding may on behalf of the holders of all of the Debentures waive
      (or
      modify any previously granted waiver of) any past default or Event of Default,
      and its consequences, except an Event of Default (a) specified in Sections
      5.1(a) and (b), (b) in respect of covenants or provisions hereof which
      cannot be modified or amended without the consent of the holder of each
      Debenture affected, or (c) in respect of the covenants contained in
      Section 3.9; provided,
      however,
      that if
      the Debentures are held by the Trust or a trustee of such trust, such waiver
      or
      modification to such waiver shall not be effective until the holders of a
      majority in Liquidation Amount of the Trust Securities shall have consented
      to
      such waiver or modification to such waiver, provided,
      further,
      that if
      the consent of the holder of each outstanding Debenture is required, such waiver
      shall not be effective until each holder of the Trust Securities shall have
      consented to such waiver. Upon any such waiver, the default covered thereby
      shall be deemed to be cured for all purposes of this Indenture and the Company,
      the Trustee and the holders of the Debentures shall be restored to their former
      positions and rights hereunder, respectively; but no such waiver shall extend
      to
      any subsequent or other default or Event of Default or impair any right
      consequent thereon. Whenever any default or Event of Default hereunder shall
      have been waived as permitted by this Section, said default or Event of Default
      shall for all purposes of the Debentures and this Indenture be deemed to have
      been cured and to be not continuing.

     

    Section
      5.8. Notice
      of Defaults.
      The
      Trustee shall, within 90 days after the actual knowledge by a Responsible
      Officer of the Trustee of the occurrence of a default with respect to the
      Debentures, mail to all Securityholders, as the names and addresses of such
      holders appear upon the Debenture Register, notice of all defaults with respect
      to the Debentures known to the Trustee, unless such defaults shall have been
      cured before the giving of such notice (the term “defaults” for the purpose of
      this Section 5.8 being hereby defined to be the events specified in
      clauses (a), (b), (c), (d), (e) and (f) of Section 5.1, not including
      periods of grace, if any, provided for therein); provided,
      however,
      that,
      except in the case of default in the payment of the principal of, premium,
      if
      any, or interest on any of the Debentures, the Trustee shall be protected in
      withholding such notice if and so long as a Responsible Officer of the Trustee
      in good faith determines that the withholding of such notice is in the interests
      of the Securityholders.

     

    Section
      5.9. Undertaking
      to Pay Costs.
      All
      parties to this Indenture agree, and each holder of any Debenture by his
      acceptance thereof shall be deemed to have agreed, that any court may in its
      discretion require, in any suit for the enforcement of any right or remedy
      under
      this Indenture, or in any suit against the Trustee for any action taken or
      omitted by it as Trustee, the filing by any party litigant in such suit of
      an
      undertaking to pay the costs of such suit, and that such court may in its
      discretion assess reasonable costs, including reasonable attorneys’ fees and
      expenses, against any party litigant in such suit, having due regard to the
      merits and good faith of the claims or defenses made by such party litigant;
      provided,
      however,
      that
      the provisions of this Section 5.9 shall not apply to any suit instituted
      by the Trustee, to any suit instituted by any Securityholder, or group of
      Securityholders, holding in the aggregate more than 10% in principal amount
      of
      the Debentures outstanding, or to any suit instituted by any Securityholder
      for
      the enforcement of the payment of the principal of (or premium, if any) or
      interest on any Debenture against the Company on or after the same shall have
      become due and payable.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

    ARTICLE
      VI.

    CONCERNING
      THE TRUSTEE

     

    Section
      6.1. Duties
      and Responsibilities of Trustee.
      With
      respect to the holders of Debentures issued hereunder, the Trustee, prior to
      the
      occurrence of an Event of Default with respect to the Debentures and after
      the
      curing or waiving of all Events of Default which may have occurred, with respect
      to the Debentures, undertakes to perform such duties and only such duties as
      are
      specifically set forth in this Indenture, and no implied covenants shall be
      read
      into this Indenture against the Trustee. In case an Event of Default with
      respect to the Debentures has occurred (which has not been cured or waived),
      the
      Trustee shall exercise such of the rights and powers vested in it by this
      Indenture, and use the same degree of care and skill in their exercise, as
      a
      prudent man would exercise or use under the circumstances in the conduct of
      his
      own affairs.

     

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

     

    (a) prior
      to
      the occurrence of an Event of Default with respect to Debentures and after
      the
      curing or waiving of all Events of Default which may have occurred

     

    (1) the
      duties and obligations of the Trustee with respect to Debentures shall be
      determined solely by the express provisions of this Indenture, and the Trustee
      shall not be liable except for the performance of such duties and obligations
      with respect to the Debentures as are specifically set forth in this Indenture,
      and no implied covenants or obligations shall be read into this Indenture
      against the Trustee, and

     

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

     

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

     

    (c) the
      Trustee shall not be liable with respect to any action taken or omitted to
      be
      taken by it in good faith, in accordance with the direction of the
      Securityholders pursuant to Section 5.7, relating to the time, method and
      place of conducting any proceeding for any remedy available to the Trustee,
      or
      exercising any trust or power conferred upon the Trustee, under this
      Indenture.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

    None
      of
      the provisions contained in this Indenture shall require the Trustee to expend
      or risk its own funds or otherwise incur personal financial liability in the
      performance of any of its duties or in the exercise of any of its rights or
      powers, if there is ground for believing that the repayment of such funds or
      liability is not assured to it under the terms of this Indenture or indemnity
      satisfactory to the Trustee against such risk is not reasonably assured to
      it.

     

    Section
      6.2. Reliance
      on Documents, Opinions, etc.
      Except
      as otherwise provided in Section 6.1:

     

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

     

    (b) any
      request, direction, order or demand of the Company mentioned herein shall be
      sufficiently evidenced by an Officers’ Certificate (unless other evidence in
      respect thereof be herein specifically prescribed); and any Board Resolution
      may
      be evidenced to the Trustee by a copy thereof certified by the Secretary or
      an
      Assistant Secretary of the Company;

     

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

     

    (d) the
      Trustee shall be under no obligation to exercise any of the rights or powers
      vested in it by this Indenture at the request, order or direction of any of
      the
      Securityholders, pursuant to the provisions of this Indenture, unless such
      Securityholders shall have offered to the Trustee reasonable security or
      indemnity against the costs, expenses and liabilities which may be incurred
      therein or thereby;

     

    (e) the
      Trustee shall not be liable for any action taken or omitted by it in good faith
      and believed by it to be authorized or within the discretion or rights or powers
      conferred upon it by this Indenture; nothing contained herein shall, however,
      relieve the Trustee of the obligation, upon the occurrence of an Event of
      Default with respect to the Debentures (that has not been cured or waived)
      to
      exercise with respect to Debentures such of the rights and powers vested in
      it
      by this Indenture, and to use the same degree of care and skill in their
      exercise, as a prudent man would exercise or use under the circumstances in
      the
      conduct of his own affairs;

     

    (f) the
      Trustee shall not be bound to make any investigation into the facts or matters
      stated in any resolution, certificate, statement, instrument, opinion, report,
      notice, request, consent, order, approval, bond, debenture, coupon or other
      paper or document, unless requested in writing to do so by the holders of not
      less than a majority in aggregate principal amount of the outstanding Debentures
      affected thereby; provided,
      however,
      that if
      the payment within a reasonable time to the Trustee of the costs, expenses
      or
      liabilities likely to be incurred by it in the making of such investigation
      is,
      in the opinion of the Trustee, not reasonably assured to the Trustee by the
      security afforded to it by the terms of this Indenture, the Trustee may require
      reasonable indemnity against such expense or liability as a condition to so
      proceeding;

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

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

     

    (h) with
      the
      exceptions of defaults under Sections 5.1(a) or 5.1(b), the Trustee shall not
      be
      charged with knowledge of any Default or Event of Default with respect to the
      Debentures unless a written notice of such Default or Event of Default shall
      have been given to the Trustee by the Company or any other obligor on the
      Debentures or by any holder of the Debentures.

     

    Section
      6.3. No
      Responsibility for Recitals, etc.
      The
      recitals contained herein and in the Debentures (except in the certificate
      of
      authentication of the Trustee or the Authenticating Agent) shall be taken as
      the
      statements of the Company, and the Trustee and the Authenticating Agent assume
      no responsibility for the correctness of the same. The Trustee and the
      Authenticating Agent make no representations as to the validity or sufficiency
      of this Indenture or of the Debentures. The Trustee and the Authenticating
      Agent
      shall not be accountable for the use or application by the Company of any
      Debentures or the proceeds of any Debentures authenticated and delivered by
      the
      Trustee or the Authenticating Agent in conformity with the provisions of this
      Indenture.

     

    Section
      6.4. Trustee,
      Authenticating Agent, Paying Agents, Transfer Agents or Registrar May Own
      Debentures.
      The
      Trustee or any Authenticating Agent or any paying agent or any transfer agent
      or
      any Debenture registrar, in its individual or any other capacity, may become
      the
      owner or pledgee of Debentures with the same rights it would have if it were
      not
      Trustee, Authenticating Agent, paying agent, transfer agent or Debenture
      registrar.

     

    Section
      6.5. Moneys
      to be Held in Trust.
      Subject
      to the provisions of Section 12.4, all moneys received by the Trustee or
      any paying agent shall, until used or applied as herein provided, be held in
      trust for the purpose for which they were received, but need not be segregated
      from other funds except to the extent required by law. The Trustee and any
      paying agent shall be under no liability for interest on any money received
      by
      it hereunder except as otherwise agreed in writing with the Company. So long
      as
      no Event of Default shall have occurred and be continuing, all interest allowed
      on any such moneys shall be paid from time to time to the Company upon the
      written order of the Company, signed by the Chief Executive Officer, the
      President, a Vice President, the Treasurer or an Assistant Treasurer of the
      Company.

     

    Section
      6.6. Compensation
      and Expenses of Trustee.
      The
      Company covenants and agrees to pay to the Trustee from time to time, and the
      Trustee shall be entitled to, such compensation as shall be agreed to in writing
      between the Company and the Trustee (which shall not be limited by any provision
      of law in regard to the compensation of a trustee of an express trust), and
      the
      Company will pay or reimburse the Trustee upon its request for all reasonable
      expenses, disbursements and advances incurred or made by the Trustee in
      accordance with any of the provisions of this Indenture (including the
      reasonable compensation and the expenses and disbursements of its counsel and
      of
      all Persons not regularly in its employ) except any such expense, disbursement
      or advance as may arise from its negligence or willful misconduct. The Company
      also covenants to indemnify the Trustee and any predecessor Trustee (and its
      officers, agents, directors and employees) for, and to hold it harmless against,
      any and all loss, damage, action, suit, claim, liability, cost or expense
      including taxes (other than taxes based on the income of the Trustee) incurred
      without negligence or willful misconduct on the part of the Trustee and arising
      out of or in connection with the acceptance or administration of this trust,
      including the costs and expenses of defending itself against any claim of
      liability. The obligations of the Company under this Section 6.6 to
      compensate and indemnify the Trustee and to pay or reimburse the Trustee for
      expenses, disbursements and advances shall constitute additional indebtedness
      hereunder. Such additional indebtedness shall be secured by a lien prior to
      that
      of the Debentures upon all property and funds held or collected by the Trustee
      as such, except funds held in trust for the benefit of the holders of particular
      Debentures.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

    Without
      prejudice to any other rights available to the Trustee under applicable law,
      when the Trustee incurs expenses or renders services in connection with an
      Event
      of Default specified in Section 5.1(d), Section 5.1(e) or
      Section 5.1(f), the expenses (including the reasonable charges and expenses
      of its counsel) and the compensation for the services are intended to constitute
      expenses of administration under any applicable federal or state bankruptcy,
      insolvency or other similar law.

     

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

     

    Notwithstanding
      anything in this Indenture or any Debenture to the contrary, the Trustee shall
      have no obligation whatsoever to advance funds to pay any principal of or
      interest on or other amounts with respect to the Debentures or otherwise advance
      funds to or on behalf of the Company.

     

    Section
      6.7. Officers’
      Certificate as Evidence.
      Except
      as otherwise provided in Sections 6.1 and 6.2, whenever in the
      administration of the provisions of this Indenture the Trustee shall deem it
      necessary or desirable that a matter be proved or established prior to taking
      or
      omitting any action hereunder, such matter (unless other evidence in respect
      thereof be herein specifically prescribed) may, in the absence of negligence
      or
      willful misconduct on the part of the Trustee, be deemed to be conclusively
      proved and established by an Officers’ Certificate delivered to the Trustee, and
      such certificate, in the absence of negligence or willful misconduct on the
      part
      of the Trustee, shall be full warrant to the Trustee for any action taken or
      omitted by it under the provisions of this Indenture upon the faith
      thereof.

     

    Section
      6.8. Eligibility
      of Trustee.
      The
      Trustee hereunder shall at all times be a banking corporation or national
      association organized and doing business under the laws of the United States
      of
      America or any state or territory thereof or of the District of Columbia
      authorized under such laws to exercise corporate trust powers, having (or whose
      obligations under this Indenture are guaranteed by an affiliate having) a
      combined capital and surplus of at least fifty million U.S. dollars
      ($50,000,000.00) and subject to supervision or examination by federal, state,
      territorial, or District of Columbia authority. If such corporation or national
      association publishes reports of condition at least annually, pursuant to law
      or
      to the requirements of the aforesaid supervising or examining authority, then
      for the purposes of this Section 6.8 the combined capital and surplus of
      such corporation or national association shall be deemed to be its combined
      capital and surplus as set forth in its most recent records of condition so
      published.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

    The
      Company may not, nor may any Person directly or indirectly controlling,
      controlled by, or under common control with the Company, serve as
      Trustee.

     

    In
      case
      at any time the Trustee shall cease to be eligible in accordance with the
      provisions of this Section 6.8, the Trustee shall resign immediately in the
      manner and with the effect specified in Section 6.9.

     

    If
      the
      Trustee has or shall acquire any “conflicting interest” within the meaning of
§310(b) of the Trust Indenture Act of 1939, the Trustee shall either eliminate
      such interest or resign, to the extent and in the manner described by this
      Indenture.

     

    Section
      6.9. Resignation
      or Removal of Trustee.

     

    (a) The
      Trustee, or any trustee or trustees hereafter appointed, may at any time resign
      by giving written notice of such resignation to the Company and by mailing
      notice thereof, at the Company’s expense, to the holders of the Debentures at
      their addresses as they shall appear on the Debenture Register. Upon receiving
      such notice of resignation, the Company shall promptly appoint a successor
      trustee or trustees by written instrument, in duplicate, executed by order
      of
      its Board of Directors, one copy of which instrument shall be delivered to
      the
      resigning Trustee and one copy to the successor Trustee. If no successor Trustee
      shall have been so appointed and have accepted appointment within 30 days after
      the mailing of such notice of resignation to the affected Securityholders,
      the
      resigning Trustee may petition any court of competent jurisdiction for the
      appointment of a successor Trustee, or any Securityholder who has been a bona
      fide holder of a Debenture or Debentures for at least six months may, subject
      to
      the provisions of Section 5.9, on behalf of himself and all others
      similarly situated, petition any such court for the appointment of a successor
      Trustee. Such court may thereupon, after such notice, if any, as it may deem
      proper and prescribe, appoint a successor Trustee.

     

    (b) In
      case
      at any time any of the following shall occur --

     

    (1) the
      Trustee shall fail to comply with the provisions of Section 6.8 after
      written request therefor by the Company or by any Securityholder who has been
      a
      bona fide holder of a Debenture or Debentures for at least 6 months,
      or

     

    (2) the
      Trustee shall cease to be eligible in accordance with the provisions of
      Section 6.8 and shall fail to resign after written request therefor by the
      Company or by any such Securityholder, or

     

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

     

    then,
      in
      any such case, the Company may remove the Trustee and appoint a successor
      Trustee by written instrument, in duplicate, executed by order of the Board
      of
      Directors, one copy of which instrument shall be delivered to the Trustee so
      removed and one copy to the successor Trustee, or, subject to the provisions
      of
      Section 5.9, any Securityholder who has been a bona fide holder of a
      Debenture or Debentures for at least 6 months may, on behalf of himself and
      all others similarly situated, petition any court of competent jurisdiction
      for
      the removal of the Trustee and the appointment of a successor Trustee. Such
      court may thereupon, after such notice, if any, as it may deem proper and
      prescribe, remove the Trustee and appoint a successor Trustee.

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

    (c) Upon
      prior written notice to the Company and the Trustee, the holders of a majority
      in aggregate principal amount of the Debentures at the time outstanding may
      at
      any time remove the Trustee and nominate a successor Trustee, which shall be
      deemed appointed as successor Trustee unless within 10 Business Days after
      such
      nomination the Company objects thereto, in which case, or in the case of a
      failure by such holders to nominate a successor Trustee, the Trustee so removed
      or any Securityholder, upon the terms and conditions and otherwise as in
      subsection (a) of this Section 6.9 provided, may petition any court of
      competent jurisdiction for an appointment of a successor Trustee.

     

    (d) Any
      resignation or removal of the Trustee and appointment of a successor Trustee
      pursuant to any of the provisions of this Section shall become effective upon
      acceptance of appointment by the successor Trustee as provided in
      Section 6.10.

     

    Section
      6.10. Acceptance
      by Successor Trustee.
      Any
      successor Trustee appointed as provided in Section 6.9 shall execute,
      acknowledge and deliver to the Company and to its predecessor Trustee an
      instrument accepting such appointment hereunder, and thereupon the resignation
      or removal of the retiring Trustee shall become effective and such successor
      Trustee, without any further act, deed or conveyance, shall become vested with
      all the rights, powers, duties and obligations with respect to the Debentures
      of
      its predecessor hereunder, with like effect as if originally named as Trustee
      herein; but, nevertheless, on the written request of the Company or of the
      successor Trustee, the Trustee ceasing to act shall, upon payment of any amounts
      then due it pursuant to the provisions of Section 6.6, execute and deliver
      an instrument transferring to such successor Trustee all the rights and powers
      of the Trustee so ceasing to act and shall duly assign, transfer and deliver
      to
      such successor Trustee all property and money held by such retiring Trustee
      thereunder. Upon request of any such successor Trustee, the Company shall
      execute any and all instruments in writing for more fully and certainly vesting
      in and confirming to such successor Trustee all such rights and powers. Any
      Trustee ceasing to act shall, nevertheless, retain a lien upon all property
      or
      funds held or collected by such Trustee to secure any amounts then due it
      pursuant to the provisions of Section 6.6.

     

    If
      a
      successor Trustee is appointed, the Company, the retiring Trustee and the
      successor Trustee shall execute and deliver an indenture supplemental hereto
      which shall contain such provisions as shall be deemed necessary or desirable
      to
      confirm that all the rights, powers, trusts and duties of the retiring Trustee
      with respect to the Debentures as to which the predecessor Trustee is not
      retiring shall continue to be vested in the predecessor Trustee, and shall
      add
      to or change any of the provisions of this Indenture as shall be necessary
      to
      provide for or facilitate the administration of the Trust hereunder by more
      than
      one Trustee, it being understood that nothing herein or in such supplemental
      indenture shall constitute such Trustees co-trustees of the same trust and
      that
      each such Trustee shall be Trustee of a trust or trusts hereunder separate
      and
      apart from any trust or trusts hereunder administered by any other such
      Trustee.

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

    No
      successor Trustee shall accept appointment as provided in this Section unless
      at
      the time of such acceptance such successor Trustee shall be eligible under
      the
      provisions of Section 6.8.

     

    In
      no
      event shall a retiring Trustee be liable for the acts or omissions of any
      successor Trustee hereunder.

     

    Upon
      acceptance of appointment by a successor Trustee as provided in this
      Section 6.10, the Company shall mail notice of the succession of such
      Trustee hereunder to the holders of Debentures at their addresses as they shall
      appear on the Debenture Register. If the Company fails to mail such notice
      within 10 Business Days after the acceptance of appointment by the successor
      Trustee, the successor Trustee shall cause such notice to be mailed at the
      expense of the Company.

     

    Section
      6.11. Succession
      by Merger, etc.
      Any
      corporation into which the Trustee may be merged or converted or with which
      it
      may be consolidated, or any corporation resulting from any merger, conversion
      or
      consolidation to which the Trustee shall be a party, or any corporation
      succeeding to all or substantially all of the corporate trust business of the
      Trustee, shall be the successor of the Trustee hereunder without the execution
      or filing of any paper or any further act on the part of any of the parties
      hereto; provided
      that
      such corporation shall be otherwise eligible and qualified under this
      Article.

     

    In
      case
      at the time such successor to the Trustee shall succeed to the trusts created
      by
      this Indenture any of the Debentures shall have been authenticated but not
      delivered, any such successor to the Trustee may adopt the certificate of
      authentication of any predecessor Trustee, and deliver such Debentures so
      authenticated; and in case at that time any of the Debentures shall not have
      been authenticated, any successor to the Trustee may authenticate such
      Debentures either in the name of any predecessor hereunder or in the name of
      the
      successor Trustee; and in all such cases such certificates shall have the full
      force which it is anywhere in the Debentures or in this Indenture provided
      that
      the certificate of the Trustee shall have; provided,
      however,
      that
      the right to adopt the certificate of authentication of any predecessor Trustee
      or authenticate Debentures in the name of any predecessor Trustee shall apply
      only to its successor or successors by merger, conversion or
      consolidation.

     

    Section
      6.12. Authenticating
      Agents.
      There
      may be one or more Authenticating Agents appointed by the Trustee upon the
      request of the Company with power to act on its behalf and subject to its
      direction in the authentication and delivery of the Debentures issued upon
      exchange or registration of transfer thereof as fully to all intents and
      purposes as though any such Authenticating Agent had been expressly authorized
      to authenticate and deliver Debentures; provided,
      however,
      that
      the Trustee shall have no liability to the Company for any acts or omissions
      of
      the Authenticating Agent with respect to the authentication and delivery of
      any
      Debentures. Any such Authenticating Agent shall at all times be a corporation
      organized and doing business under the laws of the United States or of any
      state
      or territory thereof or of the District of Columbia authorized under such laws
      to act as Authenticating Agent, having a combined capital and surplus of at
      least $50,000,000.00 and being subject to supervision or examination by federal,
      state, territorial or District of Columbia authority. If such corporation
      publishes reports of condition at least annually pursuant to law or the
      requirements of such authority, then for the purposes of this Section 6.12
      the combined capital and surplus of such corporation shall be deemed to be
      its
      combined capital and surplus as set forth in its most recent report of condition
      so published. If at any time an Authenticating Agent shall cease to be eligible
      in accordance with the provisions of this Section, it shall resign immediately
      in the manner and with the effect herein specified in this Section.

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

    Any
      corporation into which any Authenticating Agent may be merged or converted
      or
      with which it may be consolidated, or any corporation resulting from any merger,
      consolidation or conversion to which any Authenticating Agent shall be a party,
      or any corporation succeeding to all or substantially all of the corporate
      trust
      business of any Authenticating Agent, shall be the successor of such
      Authenticating Agent hereunder, if such successor corporation is otherwise
      eligible under this Section 6.12 without the execution or filing of any
      paper or any further act on the part of the parties hereto or such
      Authenticating Agent.

     

    Any
      Authenticating Agent may at any time resign by giving written notice of
      resignation to the Trustee and to the Company. The Trustee may at any time
      terminate the agency of any Authenticating Agent with respect to the Debentures
      by giving written notice of termination to such Authenticating Agent and to
      the
      Company. Upon receiving such a notice of resignation or upon such a termination,
      or in case at any time any Authenticating Agent shall cease to be eligible
      under
      this Section 6.12, the Trustee may, and upon the request of the Company
      shall, promptly appoint a successor Authenticating Agent eligible under this
      Section 6.12, shall give written notice of such appointment to the Company
      and shall mail notice of such appointment to all holders of Debentures as the
      names and addresses of such holders appear on the Debenture Register. Any
      successor Authenticating Agent upon acceptance of its appointment hereunder
      shall become vested with all rights, powers, duties and responsibilities with
      respect to the Debentures of its predecessor hereunder, with like effect as
      if
      originally named as Authenticating Agent herein.

     

    The
      Company agrees to pay to any Authenticating Agent from time to time reasonable
      compensation for its services. Any Authenticating Agent shall have no
      responsibility or liability for any action taken by it as such in accordance
      with the directions of the Trustee.

     

    ARTICLE
      VII.

    CONCERNING
      THE SECURITYHOLDERS

     

    Section
      7.1. Action
      by Securityholders.
      Whenever in this Indenture it is provided that the holders of a specified
      percentage in aggregate principal amount of the Debentures may take any action
      (including the making of any demand or request, the giving of any notice,
      consent or waiver or the taking of any other action) the fact that at the time
      of taking any such action the holders of such specified percentage have joined
      therein may be evidenced (a) by any instrument or any number of instruments
      of similar tenor executed by such Securityholders in person or by agent or
      proxy
      appointed in writing, or (b) by the record of such holders of Debentures
      voting in favor thereof at any meeting of such Securityholders duly called
      and
      held in accordance with the provisions of Article VIII, or (c) by a
      combination of such instrument or instruments and any such record of such a
      meeting of such Securityholders or (d) by any other method the Trustee
      deems satisfactory.

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

    If
      the
      Company shall solicit from the Securityholders any request, demand,
      authorization, direction, notice, consent, waiver or other action or revocation
      of the same, the Company may, at its option, as evidenced by an Officers’
Certificate, fix in advance a record date for such Debentures for the
      determination of Securityholders entitled to give such request, demand,
      authorization, direction, notice, consent, waiver or other action or revocation
      of the same, but the Company shall have no obligation to do so. If such a record
      date is fixed, such request, demand, authorization, direction, notice, consent,
      waiver or other action or revocation of the same may be given before or after
      the record date, but only the Securityholders of record at the close of business
      on the record date shall be deemed to be Securityholders for the purposes of
      determining whether Securityholders of the requisite proportion of outstanding
      Debentures have authorized or agreed or consented to such request, demand,
      authorization, direction, notice, consent, waiver or other action or revocation
      of the same, and for that purpose the outstanding Debentures shall be computed
      as of the record date; provided,
      however,
      that no
      such authorization, agreement or consent by such Securityholders on the record
      date shall be deemed effective unless it shall become effective pursuant to
      the
      provisions of this Indenture not later than 6 months after the record
      date.

     

    Section
      7.2. Proof
      of Execution by Securityholders.
      Subject
      to the provisions of Section 6.1, 6.2 and 8.5, proof of the execution of
      any instrument by a Securityholder or his agent or proxy shall be sufficient
      if
      made in accordance with such reasonable rules and regulations as may be
      prescribed by the Trustee or in such manner as shall be satisfactory to the
      Trustee. The ownership of Debentures shall be proved by the Debenture Register
      or by a certificate of the Debenture registrar. The Trustee may require such
      additional proof of any matter referred to in this Section as it shall deem
      necessary.

     

    The
      record of any Securityholders meeting shall be proved in the manner provided
      in
      Section 8.6.

     

    Section
      7.3. Who
      Are Deemed Absolute Owners.
      Prior
      to due presentment for registration of transfer of any Debenture, the Company,
      the Trustee, any Authenticating Agent, any paying agent, any transfer agent
      and
      any Debenture registrar may deem the Person in whose name such Debenture shall
      be registered upon the Debenture Register to be, and may treat him as, the
      absolute owner of such Debenture (whether or not such Debenture shall be
      overdue) for the purpose of receiving payment of or on account of the principal
      of, premium, if any, and interest on such Debenture and for all other purposes;
      and neither the Company nor the Trustee nor any Authenticating Agent nor any
      paying agent nor any transfer agent nor any Debenture registrar shall be
      affected by any notice to the contrary. All such payments so made to any holder
      for the time being or upon his order shall be valid, and, to the extent of
      the
      sum or sums so paid, effectual to satisfy and discharge the liability for moneys
      payable upon any such Debenture.

     

    Section
      7.4. Debentures
      Owned by Company Deemed Not Outstanding.
      In
      determining whether the holders of the requisite aggregate principal amount
      of
      Debentures have concurred in any direction, consent or waiver under this
      Indenture, Debentures which are owned by the Company or any other obligor on
      the
      Debentures or by any Person directly or indirectly controlling or controlled
      by
      or under direct or indirect common control with the Company or any other obligor
      on the Debentures shall be disregarded and deemed not to be outstanding for
      the
      purpose of any such determination; provided,
      however,
      that
      for the purposes of determining whether the Trustee shall be protected in
      relying on any such direction, consent or waiver, only Debentures which a
      Responsible Officer of the Trustee actually knows are so owned shall be so
      disregarded. Debentures so owned which have been pledged in good faith may
      be
      regarded as outstanding for the purposes of this Section 7.4 if the pledgee
      shall establish to the satisfaction of the Trustee the pledgee’s right to vote
      such Debentures and that the pledgee is not the Company or any such other
      obligor or Person directly or indirectly controlling or controlled by or under
      direct or indirect common control with the Company or any such other obligor.
      In
      the case of a dispute as to such right, any decision by the Trustee taken upon
      the advice of counsel shall be full protection to the Trustee.

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

    Section
      7.5. Revocation
      of Consents; Future Holders Bound.
      At any
      time prior to (but not after) the evidencing to the Trustee, as provided in
      Section 7.1, of the taking of any action by the holders of the percentage
      in aggregate principal amount of the Debentures specified in this Indenture
      in
      connection with such action, any holder (in cases where no record date has
      been
      set pursuant to Section 7.1) or any holder as of an applicable record date
      (in cases where a record date has been set pursuant to Section 7.1) of a
      Debenture (or any Debenture issued in whole or in part in exchange or
      substitution therefor) the serial number of which is shown by the evidence
      to be
      included in the Debentures the holders of which have consented to such action
      may, by filing written notice with the Trustee at the Principal Office of the
      Trustee and upon proof of holding as provided in Section 7.2, revoke such
      action so far as concerns such Debenture (or so far as concerns the principal
      amount represented by any exchanged or substituted Debenture). Except as
      aforesaid any such action taken by the holder of any Debenture shall be
      conclusive and binding upon such holder and upon all future holders and owners
      of such Debenture, and of any Debenture issued in exchange or substitution
      therefor or on registration of transfer thereof, irrespective of whether or
      not
      any notation in regard thereto is made upon such Debenture or any Debenture
      issued in exchange or substitution therefor.

     

    ARTICLE
      VIII.

    SECURITYHOLDERS
      MEETINGS

     

    Section
      8.1. Purposes
      of Meetings.
      A
      meeting of Securityholders may be called at any time and from time to time
      pursuant to the provisions of this Article VIII for any of the following
      purposes:

     

    (a) to
      give
      any notice to the Company or to the Trustee, or to give any directions to the
      Trustee, or to consent to the waiving of any default hereunder and its
      consequences, or to take any other action authorized to be taken by
      Securityholders pursuant to any of the provisions of
      Article V;

     

    (b) to
      remove
      the Trustee and nominate a successor trustee pursuant to the provisions of
      Article VI;

     

    (c) to
      consent to the execution of an indenture or indentures supplemental hereto
      pursuant to the provisions of Section 9.2; or

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

    (d) to
      take
      any other action authorized to be taken by or on behalf of the holders of any
      specified aggregate principal amount of such Debentures under any other
      provision of this Indenture or under applicable law.

     

    Section
      8.2. Call
      of Meetings by Trustee.
      The
      Trustee may at any time call a meeting of Securityholders to take any action
      specified in Section 8.1, to be held at such time and at such place as the
      Trustee shall determine. Notice of every meeting of the Securityholders, setting
      forth the time and the place of such meeting and in general terms the action
      proposed to be taken at such meeting, shall be mailed to holders of Debentures
      affected at their addresses as they shall appear on the Debentures Register
      and,
      if the Company is not a holder of Debentures, to the Company. Such notice shall
      be mailed not less than 20 nor more than 180 days prior to the date fixed
      for the meeting.

     

    Section
      8.3. Call
      of Meetings by Company or Securityholders.
      In case
      at any time the Company pursuant to a Board Resolution, or the holders of at
      least 10% in aggregate principal amount of the Debentures, as the case may
      be,
      then outstanding, shall have requested the Trustee to call a meeting of
      Securityholders, by written request setting forth in reasonable detail the
      action proposed to be taken at the meeting, and the Trustee shall not have
      mailed the notice of such meeting within 20 days after receipt of such
      request, then the Company or such Securityholders may determine the time and
      the
      place for such meeting and may call such meeting to take any action authorized
      in Section 8.1, by mailing notice thereof as provided in
      Section 8.2.

     

    Section
      8.4. Qualifications
      for Voting.
      To be
      entitled to vote at any meeting of Securityholders a Person shall be (a) a
      holder of one or more Debentures with respect to which the meeting is being
      held
      or (b) a Person appointed by an instrument in writing as proxy by a holder
      of one or more such Debentures. The only Persons who shall be entitled to be
      present or to speak at any meeting of Securityholders shall be the Persons
      entitled to vote at such meeting and their counsel and any representatives
      of
      the Trustee and its counsel and any representatives of the Company and its
      counsel.

     

    Section
      8.5. Regulations.
      Notwithstanding any other provisions of this Indenture, the Trustee may make
      such reasonable regulations as it may deem advisable for any meeting of
      Securityholders, in regard to proof of the holding of Debentures and of the
      appointment of proxies, and in regard to the appointment and duties of
      inspectors of votes, the submission and examination of proxies, certificates
      and
      other evidence of the right to vote, and such other matters concerning the
      conduct of the meeting as it shall think fit.

     

    The
      Trustee shall, by an instrument in writing, appoint a temporary chairman of
      the
      meeting, unless the meeting shall have been called by the Company or by
      Securityholders as provided in Section 8.3, in which case the Company or
      the Securityholders calling the meeting, as the case may be, shall in like
      manner appoint a temporary chairman. A permanent chairman and a permanent
      secretary of the meeting shall be elected by majority vote of the
      meeting.

     

    Subject
      to the provisions of Section 7.4, at any meeting each holder of Debentures
      with respect to which such meeting is being held or proxy therefor shall be
      entitled to one vote for each $1,000.00 principal amount of Debentures held
      or
      represented by him; provided,
      however,
      that no
      vote shall be cast or counted at any meeting in respect of any Debenture
      challenged as not outstanding and ruled by the chairman of the meeting to be
      not
      outstanding. The chairman of the meeting shall have no right to vote other
      than
      by virtue of Debentures held by him or instruments in writing as aforesaid
      duly
      designating him as the Person to vote on behalf of other Securityholders. Any
      meeting of Securityholders duly called pursuant to the provisions of
      Section 8.2 or 8.3 may be adjourned from time to time by a majority of
      those present, whether or not constituting a quorum, and the meeting may be
      held
      as so adjourned without further notice.

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

    Section
      8.6. Voting.
      The
      vote upon any resolution submitted to any meeting of holders of Debentures
      with
      respect to which such meeting is being held shall be by written ballots on
      which
      shall be subscribed the signatures of such holders or of their representatives
      by proxy and the serial number or numbers of the Debentures held or represented
      by them. The permanent chairman of the meeting shall appoint two inspectors
      of
      votes who shall count all votes cast at the meeting for or against any
      resolution and who shall make and file with the secretary of the meeting their
      verified written reports in triplicate of all votes cast at the meeting. A
      record in duplicate of the proceedings of each meeting of Securityholders shall
      be prepared by the secretary of the meeting and there shall be attached to
      said
      record the original reports of the inspectors of votes on any vote by ballot
      taken thereat and affidavits by one or more Persons having knowledge of the
      facts setting forth a copy of the notice of the meeting and showing that said
      notice was mailed as provided in Section 8.2. The record shall show the
      serial numbers of the Debentures voting in favor of or against any resolution.
      The record shall be signed and verified by the affidavits of the permanent
      chairman and secretary of the meeting and one of the duplicates shall be
      delivered to the Company and the other to the Trustee to be preserved by the
      Trustee, the latter to have attached thereto the ballots voted at the
      meeting.

     

    Any
      record so signed and verified shall be conclusive evidence of the matters
      therein stated.

     

    Section
      8.7. Quorum;
      Actions.
      The
      Persons entitled to vote a majority in aggregate principal amount of the
      Debentures then outstanding shall constitute a quorum for a meeting of
      Securityholders; provided,
      however,
      that if
      any action is to be taken at such meeting with respect to a consent, waiver,
      request, demand, notice, authorization, direction or other action which may
      be
      given by the holders of not less than a specified percentage in aggregate
      principal amount of the Debentures then outstanding, the Persons holding or
      representing such specified percentage in principal amount of the Debentures
      then outstanding will constitute a quorum. In the absence of a quorum within
      30 minutes of the time appointed for any such meeting, the meeting shall,
      if convened at the request of Securityholders, be dissolved. In any other case
      the meeting may be adjourned for a period of not less than 10 days as
      determined by the permanent chairman of the meeting prior to the adjournment
      of
      such meeting. In the absence of a quorum at any such adjourned meeting, such
      adjourned meeting may be further adjourned for a period of not less than
      10 days as determined by the permanent chairman of the meeting prior to the
      adjournment of such adjourned meeting. Notice of the reconvening of any
      adjourned meeting shall be given as provided in Section 8.2, except that
      such notice need be given only once not less than 5 days prior to the date
      on
      which the meeting is scheduled to be reconvened. Notice of the reconvening
      of an
      adjourned meeting shall state expressly the percentage, as provided above,
      of
      the principal amount of the Debentures then outstanding which shall constitute
      a
      quorum.

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

    Except
      as
      limited by the provisos in the first paragraph of Section 9.2, any
      resolution presented to a meeting or adjourned meeting duly reconvened at which
      a quorum is present as aforesaid may be adopted by the affirmative vote of
      the
      holders of a majority in aggregate principal amount of the Debentures then
      outstanding; provided,
      however,
      that,
      except as limited by the provisos in the first paragraph of Section 9.2,
      any resolution with respect to any consent, waiver, request, demand, notice,
      authorization, direction or other action which this Indenture expressly provides
      may be given by the holders of not less than a specified percentage in aggregate
      principal amount of the Debentures then outstanding may be adopted at a meeting
      or an adjourned meeting duly reconvened and at which a quorum is present as
      aforesaid only by the affirmative vote of the holders of a not less than such
      specified percentage in principal amount of the Debentures then
      outstanding.

     

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

     

    ARTICLE
      IX.

    SUPPLEMENTAL
      INDENTURES

     

    Section
      9.1. Supplemental
      Indentures without Consent of Securityholders.
      The
      Company, when authorized by a Board Resolution, and the Trustee may from time
      to
      time and at any time enter into an indenture or indentures supplemental hereto,
      without the consent of the Securityholders, for one or more of the following
      purposes:

     

    (a) to
      evidence the succession of another Person to the Company, or successive
      successions, and the assumption by the successor Person of the covenants,
      agreements and obligations of the Company, pursuant to Article XI
      hereof;

     

    (b) to
      add to
      the covenants of the Company such further covenants, restrictions or conditions
      for the protection of the holders of Debentures as the Board of Directors shall
      consider to be for the protection of the holders of such Debentures, and to
      make
      the occurrence, or the occurrence and continuance, of a default in any of such
      additional covenants, restrictions or conditions a default or an Event of
      Default permitting the enforcement of all or any of the several remedies
      provided in this Indenture as herein set forth; provided,
      however,
      that in
      respect of any such additional covenant, restriction or condition such
      supplemental indenture may provide for a particular period of grace after
      default (which period may be shorter or longer than that allowed in the case
      of
      other defaults) or may provide for an immediate enforcement upon such default
      or
      may limit the remedies available to the Trustee upon such default;

     

    (c) to
      cure
      any ambiguity or to correct or supplement any provision contained herein or
      in
      any supplemental indenture which may be defective or inconsistent with any
      other
      provision contained herein or in any supplemental indenture, or to make such
      other provisions in regard to matters or questions arising under this Indenture;
      provided
      that any
      such action shall not materially adversely affect the interests of the holders
      of the Debentures;

     

    (d) to
      add
      to, delete from, or revise the terms of Debentures, including, without
      limitation, any terms relating to the issuance, exchange, registration or
      transfer of Debentures, including to provide for transfer procedures and
      restrictions substantially similar to those applicable to the Capital Securities
      as required by Section 2.5 (for purposes of assuring that no registration
      of Debentures is required under the Securities Act); provided,
      however,
      that
      any such action shall not adversely affect the interests of the holders of
      the
      Debentures then outstanding (it being understood, for purposes of this proviso,
      that transfer restrictions on Debentures substantially similar to those that
      were applicable to Capital Securities shall not be deemed to materially
      adversely affect the holders of the Debentures);

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

    (e) to
      evidence and provide for the acceptance of appointment hereunder by a successor
      Trustee with respect to the Debentures and to add to or change any of the
      provisions of this Indenture as shall be necessary to provide for or facilitate
      the administration of the trusts hereunder by more than one
      Trustee;

     

    (f) to
      make
      any change (other than as elsewhere provided in this paragraph) that does not
      adversely affect the rights of any Securityholder in any material respect;
      or

     

    (g) to
      provide for the issuance of and establish the form and terms and conditions
      of
      the Debentures, to establish the form of any certifications required to be
      furnished pursuant to the terms of this Indenture or the Debentures, or to
      add
      to the rights of the holders of Debentures.

     

    The
      Trustee is hereby authorized to join with the Company in the execution of any
      such supplemental indenture, to make any further appropriate agreements and
      stipulations which may be therein contained and to accept the conveyance,
      transfer and assignment of any property thereunder, but the Trustee shall not
      be
      obligated to, but may in its discretion, enter into any such supplemental
      indenture which affects the Trustee’s own rights, duties or immunities under
      this Indenture or otherwise.

     

    Any
      supplemental indenture authorized by the provisions of this Section 9.1 may
      be executed by the Company and the Trustee without the consent of the holders
      of
      any of the Debentures at the time outstanding, notwithstanding any of the
      provisions of Section 9.2.

     

    Section
      9.2. Supplemental
      Indentures with Consent of Securityholders.
      With
      the consent (evidenced as provided in Section 7.1) of the holders of not
      less than a majority in aggregate principal amount of the Debentures at the
      time
      outstanding affected by such supplemental indenture (voting as a class), the
      Company, when authorized by a Board Resolution, and the Trustee may from time
      to
      time and at any time enter into an indenture or indentures supplemental hereto
      for the purpose of adding any provisions to or changing in any manner or
      eliminating any of the provisions of this Indenture or of any supplemental
      indenture or of modifying in any manner the rights of the holders of the
      Debentures; provided,
      however,
      that no
      such supplemental indenture shall without the consent of the holders of each
      Debenture then outstanding and affected thereby (i) change the fixed
      maturity of any Debenture, or reduce the principal amount thereof or any premium
      thereon, or reduce the rate or extend the time of payment of interest thereon,
      or reduce any amount payable on redemption thereof or make the principal thereof
      or any interest or premium thereon payable in any coin or currency other than
      that provided in the Debentures, or impair or affect the right of any
      Securityholder to institute suit for payment thereof or impair the right of
      repayment, if any, at the option of the holder, or (ii) reduce the
      aforesaid percentage of Debentures the holders of which are required to consent
      to any such supplemental indenture; provided further,
      however,
      that if
      the Debentures are held by a trust or a trustee of such trust, such supplemental
      indenture shall not be effective until the holders of a majority in Liquidation
      Amount of Trust Securities shall have consented to such supplemental indenture;
      provided further,
      however,
      that if
      the consent of the Securityholder of each outstanding Debenture is required,
      such supplemental indenture shall not be effective until each holder of the
      Trust Securities shall have consented to such supplemental
      indenture.

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

    Upon
      the
      request of the Company accompanied by a Board Resolution authorizing the
      execution of any such supplemental indenture, and upon the filing with the
      Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee
      shall join with the Company in the execution of such supplemental indenture
      unless such supplemental indenture affects the Trustee’s own rights, duties or
      immunities under this Indenture or otherwise, in which case the Trustee may
      in
      its discretion, but shall not be obligated to, enter into such supplemental
      indenture.

     

    Promptly
      after the execution by the Company and the Trustee of any supplemental indenture
      pursuant to the provisions of this Section, the Trustee shall transmit by mail,
      first class postage prepaid, a notice, prepared by the Company, setting forth
      in
      general terms the substance of such supplemental indenture, to the
      Securityholders as their names and addresses appear upon the Debenture Register.
      Any failure of the Trustee to mail such notice, or any defect therein, shall
      not, however, in any way impair or affect the validity of any such supplemental
      indenture.

     

    It
      shall
      not be necessary for the consent of the Securityholders under this
      Section 9.2 to approve the particular form of any proposed supplemental
      indenture, but it shall be sufficient if such consent shall approve the
      substance thereof.

     

    Section
      9.3. Effect
      of Supplemental Indentures.
      Upon
      the execution of any supplemental indenture pursuant to the provisions of this
      Article IX, this Indenture shall be and be deemed to be modified and
      amended in accordance therewith and the respective rights, limitations of
      rights, obligations, duties and immunities under this Indenture of the Trustee,
      the Company and the holders of Debentures shall thereafter be determined,
      exercised and enforced hereunder subject in all respects to such modifications
      and amendments and all the terms and conditions of any such supplemental
      indenture shall be and be deemed to be part of the terms and conditions of
      this
      Indenture for any and all purposes.

     

    Section
      9.4. Notation
      on Debentures.
      Debentures authenticated and delivered after the execution of any supplemental
      indenture pursuant to the provisions of this Article IX may bear a notation
      as to any matter provided for in such supplemental indenture. If the Company
      or
      the Trustee shall so determine, new Debentures so modified as to conform, in
      the
      opinion of the Board of Directors of the Company, to any modification of this
      Indenture contained in any such supplemental indenture may be prepared and
      executed by the Company, authenticated by the Trustee or the Authenticating
      Agent and delivered in exchange for the Debentures then
      outstanding.

     

    Section
      9.5. Evidence
      of Compliance of Supplemental Indenture to be Furnished to
      Trustee.
      The
      Trustee, subject to the provisions of Sections 6.1 and 6.2, shall, in
      addition to the documents required by Section 14.6, receive an Officers’
Certificate and an Opinion of Counsel as conclusive evidence that any
      supplemental indenture executed pursuant hereto complies with the requirements
      of this Article IX. The Trustee shall receive an Opinion of Counsel as
      conclusive evidence that any supplemental indenture executed pursuant to this
      Article IX is authorized or permitted by, and conforms to, the terms of
      this Article IX and that it is proper for the Trustee under the provisions
      of this Article IX to join in the execution thereof.

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

    ARTICLE
      X.

    REDEMPTION
      OF SECURITIES

     

    Section
      10.1. Optional
      Redemption.
      The
      Company shall have the right to redeem the Debentures, in whole or in part,
      but
      in all cases in a principal amount with integral multiples of $1,000.00, on
      any
      Interest Payment Date on or after the Interest Payment Date in September 2011
      (an “Optional
      Redemption Date”),
      at
      the Optional Redemption Price.

     

    Section
      10.2. Special
      Event Redemption.
      If a
      Special Event shall occur and be continuing, the Company shall have the right
      to
      redeem the Debentures in whole, but not in part, at any Interest Payment Date,
      within 120 days following the occurrence of such Special Event (the
“Special
      Redemption Date”)
      at the
      Special Redemption Price. If the Special Event redemption occurs prior to the
      Interest Payment Date in September 2011, the Company shall appoint a Quotation
      Agent, which initially shall be Wilmington Trust Company or its designee, for
      the purpose of performing the services contemplated in, or by reference in,
      the
      definition of Special Redemption Price. Any error in the calculation of the
      Special Redemption Price by the Quotation Agent or the Trustee may be corrected
      at any time by notice delivered to the Company and the holders of the
      Debentures. Subject to the corrective rights set forth above, all certificates,
      communications, opinions, determinations, calculations, quotations and decisions
      given, expressed, made or obtained for the purposes of the provisions relating
      to the payment and calculation of the Special Redemption Price on the Debentures
      by the Trustee or the Quotation Agent, as the case may be, shall (in the absence
      of willful default, bad faith or manifest error) be final, conclusive and
      binding on the holders of the Debentures and the Company, and no liability
      shall
      attach (except as provided above) to the Trustee or the Quotation Agent in
      connection with the exercise or non-exercise by any of them of their respective
      powers, duties and discretion.

     

    Section
      10.3. Notice
      of Redemption; Selection of Debentures.
      In case
      the Company shall desire to exercise the right to redeem all, or, as the case
      may be, any part of the Debentures, it shall cause to be mailed a notice of
      such
      redemption at least 30 and not more than 60 days prior to the Optional
      Redemption Date or the Special Redemption Date to the holders of Debentures
      so
      to be redeemed as a whole or in part at their last addresses as the same appear
      on the Debenture Register. Such mailing shall be by first class mail. The notice
      if mailed in the manner herein provided shall be conclusively presumed to have
      been duly given, whether or not the holder receives such notice. In any case,
      failure to give such notice by mail or any defect in the notice to the holder
      of
      any Debenture designated for redemption as a whole or in part shall not affect
      the validity of the proceedings for the redemption of any other
      Debenture.

     

    Each
      such
      notice of redemption shall specify the CUSIP number, if any, of the Debentures
      to be redeemed, the Optional Redemption Date or the Special Redemption Date,
      as
      applicable, the Optional Redemption Price or the Special Redemption Price,
      as
      applicable, at which Debentures are to be redeemed, the place or places of
      payment, that payment will be made upon presentation and surrender of such
      Debentures, that interest accrued to the date fixed for redemption will be
      paid
      as specified in said notice, and that on and after said date interest thereon
      or
      on the portions thereof to be redeemed will cease to accrue. If less than all
      the Debentures are to be redeemed the notice of redemption shall specify the
      numbers of the Debentures to be redeemed. In case the Debentures are to be
      redeemed in part only, the notice of redemption shall state the portion of
      the
      principal amount thereof to be redeemed and shall state that on and after the
      date fixed for redemption, upon surrender of such Debenture, a new Debenture
      or
      Debentures in principal amount equal to the unredeemed portion thereof will
      be
      issued.

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

    Prior
      to
      10:00 a.m. (New York City time) on the Optional Redemption Date or Special
      Redemption Date, as applicable, the Company will deposit with the Trustee or
      with one or more paying agents an amount of money sufficient to redeem on the
      Optional Redemption Date or the Special Redemption Date, as applicable, all
      the
      Debentures so called for redemption at the appropriate Optional Redemption
      Price
      or Special Redemption Price, together with accrued interest to the Optional
      Redemption Date or Special Redemption Date, as applicable.

     

    If
      all,
      or less than all, the Debentures are to be redeemed, the Company will give
      the
      Trustee notice not less than 45 nor more than 60 days, respectively, prior
      to the Optional Redemption Date or Special Redemption Date, as applicable,
      as to
      the aggregate principal amount of Debentures to be redeemed and the Trustee
      shall select, in such manner as in its sole discretion it shall deem appropriate
      and fair, the Debentures or portions thereof (in integral multiples of
      $1,000.00) to be redeemed.

     

    Section
      10.4. Payment
      of Debentures Called for Redemption.
      If
      notice of redemption has been given as provided in Section 10.3, the
      Debentures or portions of Debentures with respect to which such notice has
      been
      given shall become due and payable on the Optional Redemption Date or Special
      Redemption Date, as applicable, and at the place or places stated in such notice
      at the applicable Optional Redemption Price or Special Redemption Price,
      together with interest accrued to the Optional Redemption Date or Special
      Redemption Date, as applicable, and on and after said date (unless the Company
      shall default in the payment of such Debentures at the Optional Redemption
      Price
      or Special Redemption Price, as applicable, together with interest accrued
      to
      said date) interest on the Debentures or portions of Debentures so called for
      redemption shall cease to accrue. On presentation and surrender of such
      Debentures at a place of payment specified in said notice, such Debentures
      or
      the specified portions thereof shall be paid and redeemed by the Company at
      the
      applicable Optional Redemption Price or Special Redemption Price, together
      with
      interest accrued thereon to the Optional Redemption Date or Special Redemption
      Date, as applicable.

     

    Upon
      presentation of any Debenture redeemed in part only, the Company shall execute
      and the Trustee shall authenticate and make available for delivery to the holder
      thereof, at the expense of the Company, a new Debenture or Debentures of
      authorized denominations, in principal amount equal to the unredeemed portion
      of
      the Debenture so presented.

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

    ARTICLE
      XI.

    CONSOLIDATION,
      MERGER, SALE, CONVEYANCE AND LEASE

     

    Section
      11.1. Company
      May Consolidate, etc., on Certain Terms.
      Nothing
      contained in this Indenture or in the Debentures shall prevent any consolidation
      or merger of the Company with or into any other Person (whether or not
      affiliated with the Company) or successive consolidations or mergers in which
      the Company or its successor or successors shall be a party or parties, or
      shall
      prevent any sale, conveyance, transfer or other disposition of, directly or
      indirectly through the Subsidiaries of the Company, in a single transaction
      or
      in any series of transactions occurring during any twelve-month period, more
      than 70% of the assets of the Company (exclusive of the Excluded Assets) or
      its
      successor or successors, to any other Person (whether or not affiliated with
      the
      Company, or its successor or successors) authorized to acquire and operate
      the
      same; provided,
      however,
      that
      the Company hereby covenants and agrees that, upon any such consolidation,
      merger (where the Company is not the surviving corporation), sale, conveyance,
      transfer or other disposition of assets, the due and punctual payment of the
      principal of (and premium, if any) and interest on all of the Debentures in
      accordance with their terms, according to their tenor, and the due and punctual
      performance and observance of all the covenants and conditions of this Indenture
      to be kept or performed by the Company, shall be expressly assumed by a
      supplemental indenture satisfactory in form to the Trustee executed and
      delivered to the Trustee by the entity formed by such consolidation, or into
      which the Company shall have been merged, or by the entity which shall have
      acquired such assets.

     

    Section
      11.2. Successor
      Entity to be Substituted.
      In case
      of any such consolidation, merger, sale, conveyance, transfer or other
      disposition and upon the assumption by the successor entity, by supplemental
      indenture, executed and delivered to the Trustee and satisfactory in form to
      the
      Trustee, of the due and punctual payment of the principal of and premium, if
      any, and interest on all of the Debentures and the due and punctual performance
      and observance of all of the covenants and conditions of this Indenture to
      be
      performed or observed by the Company, such successor entity shall succeed to
      and
      be substituted for the Company, with the same effect as if it had been named
      herein as the Company, and thereupon the predecessor entity shall be relieved
      of
      any further liability or obligation hereunder or upon the Debentures. Such
      successor entity thereupon may cause to be signed, and may issue in its own
      name, any or all of the Debentures issuable hereunder which theretofore shall
      not have been signed by the Company and delivered to the Trustee or the
      Authenticating Agent; and, upon the order of such successor entity instead
      of
      the Company and subject to all the terms, conditions and limitations in this
      Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate
      and deliver any Debentures which previously shall have been signed and delivered
      by the officers of the Company, to the Trustee or the Authenticating Agent
      for
      authentication, and any Debentures which such successor entity thereafter shall
      cause to be signed and delivered to the Trustee or the Authenticating Agent
      for
      that purpose. All the Debentures so issued shall in all respects have the same
      legal rank and benefit under this Indenture as the Debentures theretofore or
      thereafter issued in accordance with the terms of this Indenture as though
      all
      of such Debentures had been issued at the date of the execution
      hereof.

     

    Section
      11.3. Opinion
      of Counsel to be Given to Trustee.
      The
      Trustee, subject to the provisions of Sections 6.1 and 6.2, shall receive,
      in addition to the Opinion of Counsel required by Section 9.5, an Opinion
      of Counsel as conclusive evidence that any consolidation, merger, sale,
      conveyance, transfer or other disposition, and any assumption, permitted or
      required by the terms of this Article XI complies with the provisions of
      this Article XI.

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

    ARTICLE
      XII.

    SATISFACTION
      AND DISCHARGE OF INDENTURE

     

    Section
      12.1. Discharge
      of Indenture.  When

     

    
      	
            	(a)	
              the
                Company shall deliver to the Trustee for cancellation all Debentures
                theretofore authenticated (other than any Debentures which shall
                have been
                destroyed, lost or stolen and which shall have been replaced or paid
                as
                provided in Section 2.6) and not theretofore canceled, or
                

            


    

     

    
      	
            	(b)	
              all
                the Debentures not theretofore canceled or delivered to the Trustee
                for
                cancellation shall have become due and payable, or are by their terms
                to
                become due and payable within 1 year or are to be called for redemption
                within 1 year under arrangements satisfactory to the Trustee for
                the
                giving of notice of redemption, and the Company shall deposit with
                the
                Trustee, in trust, funds, which shall be immediately due and payable,
                sufficient to pay at maturity or upon redemption all of the Debentures
                (other than any Debentures which shall have been destroyed, lost
                or stolen
                and which shall have been replaced or paid as provided in
                Section 2.6) not theretofore canceled or delivered to the Trustee for
                cancellation, including principal and premium, if any, and interest
                due or
                to become due to such date of maturity or redemption date, as the
                case may
                be, but excluding, however, the amount of any moneys for the payment
                of
                principal of, and premium, if any, or interest on the Debentures
                (1) theretofore repaid to the Company in accordance with the
                provisions of Section 12.4, or (2) paid to any state or to the
                District of Columbia pursuant to its unclaimed property or similar
                laws,

            


    

     

    and
      if in
      the case of either clause (a) or clause (b) the Company shall also pay
      or cause to be paid all other sums payable hereunder by the Company, then this
      Indenture shall cease to be of further effect except for the provisions of
      Sections 2.5, 2.6, 2.8, 3.1, 3.2, 3.4, 6.6, 6.8, 6.9, 12.1 and 12.4 hereof
      shall survive until such Debentures shall mature and be paid. Thereafter,
      Sections 6.6 and 12.4 shall survive, and the Trustee, on demand of the
      Company accompanied by an Officers’ Certificate and an Opinion of Counsel, each
      stating that all conditions precedent herein provided for relating to the
      satisfaction and discharge of this Indenture have been complied with, and at
      the
      cost and expense of the Company, shall execute proper instruments acknowledging
      satisfaction of and discharging this Indenture. The Company agrees to reimburse
      the Trustee for any costs or expenses thereafter reasonably and properly
      incurred by the Trustee in connection with this Indenture or the
      Debentures.

     

    Section
      12.2. Deposited
      Moneys to be Held in Trust by Trustee.
      Subject
      to the provisions of Section 12.4, all moneys deposited with the Trustee
      pursuant to Section 12.1 shall be held in trust in a non-interest bearing
      account and applied by it to the payment, either directly or through any paying
      agent (including the Company if acting as its own paying agent), to the holders
      of the particular Debentures for the payment of which such moneys have been
      deposited with the Trustee, of all sums due and to become due thereon for
      principal, and premium, if any, and interest.

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

    Section
      12.3. Paying
      Agent to Repay Moneys Held.
      Upon
      the satisfaction and discharge of this Indenture all moneys then held by any
      paying agent of the Debentures (other than the Trustee) shall, upon demand
      of
      the Company, be repaid to it or paid to the Trustee, and thereupon such paying
      agent shall be released from all further liability with respect to such
      moneys.

     

    Section
      12.4. Return
      of Unclaimed Moneys.
      Any
      moneys deposited with or paid to the Trustee or any paying agent for payment
      of
      the principal of, and premium, if any, or interest on Debentures and not applied
      but remaining unclaimed by the holders of Debentures for 2 years after the
      date
      upon which the principal of, and premium, if any, or interest on such
      Debentures, as the case may be, shall have become due and payable, shall,
      subject to applicable escheatment laws, be repaid to the Company by the Trustee
      or such paying agent on written demand; and the holder of any of the Debentures
      shall thereafter look only to the Company for any payment which such holder
      may
      be entitled to collect, and all liability of the Trustee or such paying agent
      with respect to such moneys shall thereupon cease.

     

    ARTICLE
      XIII.

    IMMUNITY
      OF INCORPORATORS, STOCKHOLDERS,

    OFFICERS
      AND DIRECTORS

     

    Section
      13.1. Indenture
      and Debentures Solely Corporate Obligations.
      No
      recourse for the payment of the principal of or premium, if any, or interest
      on
      any Debenture, or for any claim based thereon or otherwise in respect thereof,
      and no recourse under or upon any obligation, covenant or agreement of the
      Company in this Indenture or in any supplemental indenture, or in any such
      Debenture, or because of the creation of any indebtedness represented thereby,
      shall be had against any incorporator, stockholder, employee, officer or
      director, as such, past, present or future, of the Company or of any successor
      Person of the Company, either directly or through the Company or any successor
      Person of the Company, whether by virtue of any constitution, statute or rule
      of
      law, or by the enforcement of any assessment or penalty or otherwise, it being
      expressly understood that all such liability is hereby expressly waived and
      released as a condition of, and as a consideration for, the execution of this
      Indenture and the issue of the Debentures.

     

    ARTICLE
      XIV.

    MISCELLANEOUS
      PROVISIONS

     

    Section
      14.1. Successors.
      All the
      covenants, stipulations, promises and agreements of the Company in this
      Indenture shall bind its successors and assigns whether so expressed or
      not.

     

    Section
      14.2. Official
      Acts by Successor Entity.
      Any act
      or proceeding by any provision of this Indenture authorized or required to
      be
      done or performed by any board, committee or officer or other authorized Person
      of the Company shall and may be done and performed with like force and effect
      by
      the like board, committee, officer or other authorized Person of any entity
      that
      shall at the time be the lawful successor of the Company.

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

    Section
      14.3. Surrender
      of Company Powers.
      The
      Company by instrument in writing executed by authority of at least 2/3
      (two-thirds) of its Board of Directors and delivered to the Trustee may
      surrender any of the powers reserved to the Company and thereupon such power
      so
      surrendered shall terminate both as to the Company, and as to any permitted
      successor.

     

    Section
      14.4. Addresses
      for Notices, etc.
      Any
      notice, consent, direction, request, authorization, waiver or demand which
      by
      any provision of this Indenture is required or permitted to be given, made,
      furnished or served by the Trustee or by the Securityholders on or to the
      Company may be given or served in writing by being deposited postage prepaid
      by
      registered or certified mail in a post office letter box addressed (until
      another address is filed by the Company, with the Trustee for the purpose)
      to
      the Company, 59 Maiden Lane, 6th Floor, New York, New York 10038, Attention:
      Stephen Ungar. Any notice, consent, direction, request, authorization, waiver
      or
      demand by any Securityholder or the Company to or upon the Trustee shall be
      deemed to have been sufficiently given or made, for all purposes, if given
      or
      made in writing at the office of the Trustee, addressed to the Trustee, 1100
      North Market Street, Wilmington, Delaware 19890-1600, Attention: Corporate
      Trust
      Administration. Any notice, consent, direction, request, authorization, waiver
      or demand on or to any Securityholder shall be deemed to have been sufficiently
      given or made, for all purposes, if given or made in writing at the address
      set
      forth in the Debenture Register.

     

    Section
      14.5. Governing
      Law.
      Pursuant to Section 5-1401 of the General Obligations Law of the State of New
      York, this Indenture and each Debenture shall be deemed to be a contract made
      under the law of the State of New York, and for all purposes shall be governed
      by and construed in accordance with the law of said State.

     

    Section
      14.6. Evidence
      of Compliance with Conditions Precedent.
      Upon
      any application or demand by the Company to the Trustee to take any action
      under
      any of the provisions of this Indenture, the Company shall furnish to the
      Trustee an Officers’ Certificate stating that in the opinion of the signers all
      conditions precedent, if any, provided for in this Indenture relating to the
      proposed action have been complied with and an Opinion of Counsel stating that,
      in the opinion of such counsel, all such conditions precedent have been complied
      with.

     

    Each
      certificate or opinion provided for in this Indenture and delivered to the
      Trustee with respect to compliance with a condition or covenant provided for
      in
      this Indenture shall include (1) a statement that the person making such
      certificate or opinion has read such covenant or condition; (2) a brief
      statement as to the nature and scope of the examination or investigation upon
      which the statements or opinions contained in such certificate or opinion are
      based; (3) a statement that, in the opinion of such person, he has made
      such examination or investigation as is necessary to enable him to express
      an
      informed opinion as to whether or not such covenant or condition has been
      complied with; and (4) a statement as to whether or not in the opinion of
      such person, such condition or covenant has been complied with.

     

    Section
      14.7. Table
      of Contents, Headings, etc.
      The
      table of contents and the titles and headings of the articles and sections
      of
      this Indenture have been inserted for convenience of reference only, are not
      to
      be considered a part hereof, and shall in no way modify or restrict any of
      the
      terms or provisions hereof.

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

    Section
      14.8. Execution
      in Counterparts.
      This
      Indenture may be executed in any number of counterparts, each of which shall
      be
      an original, but such counterparts shall together constitute but one and the
      same instrument.

     

    Section
      14.9. Severability.
      In case
      any one or more of the provisions contained in this Indenture or in the
      Debentures shall for any reason be held to be invalid, illegal or unenforceable
      in any respect, such invalidity, illegality or unenforceability shall not affect
      any other provisions of this Indenture or of such Debentures, but this Indenture
      and such Debentures shall be construed as if such invalid or illegal or
      unenforceable provision had never been contained herein or therein.

     

    Section
      14.10. Assignment.
      The
      Company will have the right at all times to assign any of its rights or
      obligations under this Indenture to a direct or indirect wholly owned Subsidiary
      of the Company, provided that, in the event of any such assignment, the Company
      will remain liable for all such obligations. Subject to the foregoing, this
      Indenture is binding upon and inures to the benefit of the parties hereto and
      their respective successors and assigns. This Indenture may not otherwise be
      assigned by the parties hereto.

     

    Section
      14.11. Acknowledgment
      of Rights.
      The
      Company agrees that, with respect to any Debentures held by the Trust or the
      Institutional Trustee of the Trust, if the Institutional Trustee of the Trust
      fails to enforce its rights under this Indenture as the holder of Debentures
      held as the assets of such Trust after the holders of a majority in Liquidation
      Amount of the Capital Securities of such Trust have so directed such
      Institutional Trustee, a holder of record of such Capital Securities may, to
      the
      fullest extent permitted by law, institute legal proceedings directly against
      the Company to enforce such Institutional Trustee’s rights under this Indenture
      without first instituting any legal proceedings against such trustee or any
      other Person. Notwithstanding the foregoing, if an Event of Default has occurred
      and is continuing and such event is attributable to the failure of the Company
      to pay interest (or premium, if any) or principal on the Debentures on the
      date
      such interest (or premium, if any) or principal is otherwise payable (or in
      the
      case of redemption, on the redemption date), the Company agrees that a holder
      of
      record of Capital Securities of the Trust may directly institute a proceeding
      against the Company for enforcement of payment to such holder directly of the
      principal of (or premium, if any) or interest on the Debentures having an
      aggregate principal amount equal to the aggregate Liquidation Amount of the
      Capital Securities of such holder on or after the respective due date specified
      in the Debentures.

     

    ARTICLE
      XV.

    SUBORDINATION
      OF DEBENTURES

     

    Section
      15.1. Agreement
      to Subordinate.
      The
      Company covenants and agrees, and each holder of Debentures by such
      Securityholder’s acceptance thereof likewise covenants and agrees, that all
      Debentures shall be issued subject to the provisions of this Article XV;
      and each holder of a Debenture, whether upon original issue or upon transfer
      or
      assignment thereof, accepts and agrees to be bound by such
      provisions.

     

    The
      payment by the Company of the principal of, and premium, if any, and interest
      on
      all Debentures shall, to the extent and in the manner hereinafter set forth,
      be
      subordinated and junior in right of payment to the prior payment in full of
      all
      Senior Indebtedness of the Company, whether outstanding at the date of this
      Indenture or thereafter incurred.

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

    No
      provision of this Article XV shall prevent the occurrence of any default or
      Event of Default hereunder.

     

    Section
      15.2. Default
      on Senior Indebtedness.
      In the
      event and during the continuation of any default by the Company in the payment
      of principal, premium, interest or any other payment due on any Senior
      Indebtedness of the Company following any grace period, or in the event that
      the
      maturity of any Senior Indebtedness of the Company has been accelerated because
      of a default and such acceleration has not been rescinded or canceled and such
      Senior Indebtedness has not been paid in full, then, in either case, no payment
      shall be made by the Company with respect to the principal (including
      redemption) of, or premium, if any, or interest on the Debentures.

     

    In
      the
      event that, notwithstanding the foregoing, any payment shall be received by
      the
      Trustee when such payment is prohibited by the preceding paragraph of this
      Section 15.2, such payment shall, subject to Section 15.7, be held in
      trust for the benefit of, and shall be paid over or delivered to, the holders
      of
      Senior Indebtedness or their respective representatives, or to the trustee
      or
      trustees under any indenture pursuant to which any of such Senior Indebtedness
      may have been issued, as their respective interests may appear, but only to
      the
      extent that the holders of the Senior Indebtedness (or their representative
      or
      representatives or a trustee) notify the Trustee in writing within 90 days
      of such payment of the amounts then due and owing on the Senior Indebtedness
      and
      only the amounts specified in such notice to the Trustee shall be paid to the
      holders of Senior Indebtedness.

     

    Section
      15.3. Liquidation,
      Dissolution, Bankruptcy.
      Upon
      any payment by the Company or distribution of assets of the Company of any
      kind
      or character, whether in cash, property or securities, to creditors upon any
      dissolution or winding-up or liquidation or reorganization of the Company,
      whether voluntary or involuntary or in bankruptcy, insolvency, receivership
      or
      other proceedings, all amounts due upon all Senior Indebtedness of the Company
      shall first be paid in full, or payment thereof provided for in money in
      accordance with its terms, before any payment is made by the Company, on account
      of the principal (and premium, if any) or interest on the Debentures. Upon
      any
      such dissolution or winding-up or liquidation or reorganization, any payment
      by
      the Company, or distribution of assets of the Company of any kind or character,
      whether in cash, property or securities, to which the Securityholders or the
      Trustee would be entitled to receive from the Company, except for the provisions
      of this Article XV, shall be paid by the Company, or by any receiver,
      trustee in bankruptcy, liquidating trustee, agent or other Person making such
      payment or distribution, or by the Securityholders or by the Trustee under
      this
      Indenture if received by them or it, directly to the holders of Senior
      Indebtedness (pro
      rata
      to such
      holders on the basis of the respective amounts of Senior Indebtedness held
      by
      such holders, as calculated by the Company) or their representative or
      representatives, or to the trustee or trustees under any indenture pursuant
      to
      which any instruments evidencing such Senior Indebtedness may have been issued,
      as their respective interests may appear, to the extent necessary to pay such
      Senior Indebtedness in full, in money or money’s worth, after giving effect to
      any concurrent payment or distribution to or for the holders of such Senior
      Indebtedness, before any payment or distribution is made to the Securityholders
      or to the Trustee.

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

    In
      the
      event that, notwithstanding the foregoing, any payment or distribution of assets
      of the Company of any kind or character, whether in cash, property or
      securities, prohibited by the foregoing, shall be received by the Trustee before
      all Senior Indebtedness is paid in full, or provision is made for such payment
      in money in accordance with its terms, such payment or distribution shall be
      held in trust for the benefit of and shall be paid over or delivered to the
      holders of such Senior Indebtedness or their representative or representatives,
      or to the trustee or trustees under any indenture pursuant to which any
      instruments evidencing such Senior Indebtedness may have been issued, as their
      respective interests may appear, as calculated by the Company, for application
      to the payment of all Senior Indebtedness, remaining unpaid to the extent
      necessary to pay such Senior Indebtedness in full in money in accordance with
      its terms, after giving effect to any concurrent payment or distribution to
      or
      for the benefit of the holders of such Senior Indebtedness.

     

    For
      purposes of this Article XV, the words “cash, property or securities” shall
      not be deemed to include shares of stock of the Company as reorganized or
      readjusted, or securities of the Company or any other corporation provided
      for
      by a plan of reorganization or readjustment, the payment of which is
      subordinated at least to the extent provided in this Article XV with
      respect to the Debentures to the payment of all Senior Indebtedness, that may
      at
      the time be outstanding, provided that (i) such Senior Indebtedness is
      assumed by the new corporation, if any, resulting from any such reorganization
      or readjustment, and (ii) the rights of the holders of such Senior
      Indebtedness are not, without the consent of such holders, altered by such
      reorganization or readjustment. The consolidation of the Company with, or the
      merger of the Company into, another corporation or the liquidation or
      dissolution of the Company following the conveyance or transfer of its property
      as an entirety, or substantially as an entirety, to another corporation upon
      the
      terms and conditions provided for in Article XI of this Indenture shall not
      be deemed a dissolution, winding-up, liquidation or reorganization for the
      purposes of this Section if such other corporation shall, as a part of such
      consolidation, merger, conveyance or transfer, comply with the conditions stated
      in Article XI of this Indenture. Nothing in Section 15.2 or in this
      Section shall apply to claims of, or payments to, the Trustee under or pursuant
      to Section 6.6 of this Indenture.

     

    Section
      15.4. Subrogation.
      Subject
      to the payment in full of all Senior Indebtedness, the Securityholders shall
      be
      subrogated to the rights of the holders of such Senior Indebtedness to receive
      payments or distributions of cash, property or securities of the Company,
      applicable to such Senior Indebtedness until the principal of (and premium,
      if
      any) and interest on the Debentures shall be paid in full. For the purposes
      of
      such subrogation, no payments or distributions to the holders of such Senior
      Indebtedness of any cash, property or securities to which the Securityholders
      or
      the Trustee would be entitled except for the provisions of this Article XV,
      and no payment over pursuant to the provisions of this Article XV to or for
      the benefit of the holders of such Senior Indebtedness by Securityholders or
      the
      Trustee, shall, as between the Company, its creditors other than holders of
      Senior Indebtedness of the Company, and the holders of the Debentures be deemed
      to be a payment or distribution by the Company to or on account of such Senior
      Indebtedness. It is understood that the provisions of this Article XV are
      and are intended solely for the purposes of defining the relative rights of
      the
      holders of the Securities, on the one hand, and the holders of such Senior
      Indebtedness, on the other hand.

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

    Nothing
      contained in this Article XV or elsewhere in this Indenture or in the
      Debentures is intended to or shall impair, as between the Company, its creditors
      other than the holders of Senior Indebtedness, and the holders of the
      Debentures, the obligation of the Company, which is absolute and unconditional,
      to pay to the holders of the Debentures the principal of (and premium, if any)
      and interest on the Debentures as and when the same shall become due and payable
      in accordance with their terms, or is intended to or shall affect the relative
      rights of the holders of the Debentures and creditors of the Company, other
      than
      the holders of Senior Indebtedness, nor shall anything herein or therein prevent
      the Trustee or the holder of any Debenture from exercising all remedies
      otherwise permitted by applicable law upon default under this Indenture, subject
      to the rights, if any, under this Article XV of the holders of such Senior
      Indebtedness in respect of cash, property or securities of the Company, received
      upon the exercise of any such remedy.

     

    Upon
      any
      payment or distribution of assets of the Company referred to in this
      Article XV, the Trustee, subject to the provisions of Article VI of
      this Indenture, and the Securityholders shall be entitled to conclusively rely
      upon any order or decree made by any court of competent jurisdiction in which
      such dissolution, winding-up, liquidation or reorganization proceedings are
      pending, or a certificate of the receiver, trustee in bankruptcy, liquidation
      trustee, agent or other Person making such payment or distribution, delivered
      to
      the Trustee or to the Securityholders, for the purposes of ascertaining the
      Persons entitled to participate in such distribution, the holders of Senior
      Indebtedness and other indebtedness of the Company, the amount thereof or
      payable thereon, the amount or amounts paid or distributed thereon and all
      other
      facts pertinent thereto or to this Article XV.

     

    Section
      15.5. Trustee
      to Effectuate Subordination.
      Each
      Securityholder by such Securityholder’s acceptance thereof authorizes and
      directs the Trustee on such Securityholder’s behalf to take such action as may
      be necessary or appropriate to effectuate the subordination provided in this
      Article XV and appoints the Trustee such Securityholder’s attorney-in-fact
      for any and all such purposes.

     

    Section
      15.6. Notice
      by the Company.
      The
      Company shall give prompt written notice to a Responsible Officer of the Trustee
      at the Principal Office of the Trustee of any fact known to the Company that
      would prohibit the making of any payment of monies to or by the Trustee in
      respect of the Debentures pursuant to the provisions of this Article XV.
      Notwithstanding the provisions of this Article XV or any other provision of
      this Indenture, the Trustee shall not be charged with knowledge of the existence
      of any facts that would prohibit the making of any payment of monies to or
      by
      the Trustee in respect of the Debentures pursuant to the provisions of this
      Article XV, unless and until a Responsible Officer of the Trustee at the
      Principal Office of the Trustee shall have received written notice thereof
      from
      the Company or a holder or holders of Senior Indebtedness or from any trustee
      therefor; and before the receipt of any such written notice, the Trustee,
      subject to the provisions of Article VI of this Indenture, shall be
      entitled in all respects to assume that no such facts exist; provided,
      however,
      that if
      the Trustee shall not have received the notice provided for in this Section
      at
      least 2 Business Days prior to the date upon which by the terms hereof any
      money
      may become payable for any purpose (including, without limitation, the payment
      of the principal of (or premium, if any) or interest on any Debenture), then,
      anything herein contained to the contrary notwithstanding, the Trustee shall
      have full power and authority to receive such money and to apply the same to
      the
      purposes for which they were received, and shall not be affected by any notice
      to the contrary that may be received by it within 2 Business Days prior to
      such
      date.

     

    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    

    The
      Trustee, subject to the provisions of Article VI of this Indenture, shall
      be entitled to conclusively rely on the delivery to it of a written notice
      by a
      Person representing himself to be a holder of Senior Indebtedness (or a trustee
      or representative on behalf of such holder), to establish that such notice
      has
      been given by a holder of such Senior Indebtedness or a trustee or
      representative on behalf of any such holder or holders. In the event that the
      Trustee determines in good faith that further evidence is required with respect
      to the right of any Person as a holder of such Senior Indebtedness to
      participate in any payment or distribution pursuant to this Article XV, the
      Trustee may request such Person to furnish evidence to the reasonable
      satisfaction of the Trustee as to the amount of such Senior Indebtedness held
      by
      such Person, the extent to which such Person is entitled to participate in
      such
      payment or distribution and any other facts pertinent to the rights of such
      Person under this Article XV, and, if such evidence is not furnished, the
      Trustee may defer any payment to such Person pending judicial determination
      as
      to the right of such Person to receive such payment.

     

    Section
      15.7. Rights
      of the Trustee; Holders of Senior Indebtedness.
      The
      Trustee in its individual capacity shall be entitled to all the rights set
      forth
      in this Article XV in respect of any Senior Indebtedness at any time held
      by it, to the same extent as any other holder of Senior Indebtedness, and
      nothing in this Indenture shall deprive the Trustee of any of its rights as
      such
      holder.

     

    With
      respect to the holders of Senior Indebtedness, the Trustee undertakes to perform
      or to observe only such of its covenants and obligations as are specifically
      set
      forth in this Article XV, and no implied covenants or obligations with
      respect to the holders of such Senior Indebtedness shall be read into this
      Indenture against the Trustee. The Trustee shall not be deemed to owe any
      fiduciary duty to the holders of such Senior Indebtedness and, subject to the
      provisions of Article VI of this Indenture, the Trustee shall not be liable
      to any holder of such Senior Indebtedness if it shall pay over or deliver to
      Securityholders, the Company or any other Person money or assets to which any
      holder of such Senior Indebtedness shall be entitled by virtue of this
      Article XV or otherwise.

     

    Nothing
      in this Article XV shall apply to claims of, or payments to, the Trustee
      under or pursuant to Section 6.6.

     

    Section
      15.8. Subordination
      May Not Be Impaired.
      No
      right of any present or future holder of any Senior Indebtedness to enforce
      subordination as herein provided shall at any time in any way be prejudiced
      or
      impaired by any act or failure to act on the part of the Company, or by any
      act
      or failure to act, in good faith, by any such holder, or by any noncompliance
      by
      the Company, with the terms, provisions and covenants of this Indenture,
      regardless of any knowledge thereof that any such holder may have or otherwise
      be charged with.

     

    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    

    Without
      in any way limiting the generality of the foregoing paragraph, the holders
      of
      Senior Indebtedness may, at any time and from time to time, without the consent
      of or notice to the Trustee or the Securityholders, without incurring
      responsibility to the Securityholders and without impairing or releasing the
      subordination provided in this Article XV or the obligations hereunder of
      the holders of the Debentures to the holders of such Senior Indebtedness, do
      any
      one or more of the following: (i) change the manner, place or terms of
      payment or extend the time of payment of, or renew or alter, such Senior
      Indebtedness, or otherwise amend or supplement in any manner such Senior
      Indebtedness or any instrument evidencing the same or any agreement under which
      such Senior Indebtedness is outstanding; (ii) sell, exchange, release or
      otherwise deal with any property pledged, mortgaged or otherwise securing such
      Senior Indebtedness; (iii) release any Person liable in any manner for the
      collection of such Senior Indebtedness; and (iv) exercise or refrain from
      exercising any rights against the Company, and any other Person.

     

    Signatures
      appear on the following page

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    

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

     

    
      	 	 	 
	 	AMTRUST
              FINANCIAL SERVICES, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	
              Name:

              Title:

            


    

     

    
      	
            	 	 
	 	WILMINGTON
              TRUST COMPANY, as Trustee
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	
              Name:

              Title:

            


    

    


    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

    FORM
      OF FIXED/FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST
      DEBENTURE

     

    [FORM
      OF
      FACE OF SECURITY]

     

    THIS
      SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
      SECURITIES LAW. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
      MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
      DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
      IS
      EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
      ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY BY
      ITS
      ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY
      ONLY
      (A) TO AMTRUST
      FINANCIAL SERVICES, INC.
      (THE
“COMPANY”), (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
      EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A PERSON WHOM THE SELLER
      REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING
      THE REQUIREMENTS OF RULE 144A SO LONG AS THIS SECURITY IS ELIGIBLE FOR
      RESALE PURSUANT TO RULE 144A IN ACCORDANCE WITH RULE 144A, (D) TO
      A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR
      RULE 904 (AS APPLICABLE) OF REGULATION S UNDER THE SECURITIES ACT,
      (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF
      SUBPARAGRAPH (A) OF RULE 501 UNDER THE SECURITIES ACT THAT IS
      ACQUIRING THIS SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
      INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW
      TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION
      OF
      THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM
      THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S
      RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF
      AN
      OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO
      IT IN
      ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.
      HEDGING TRANSACTIONS INVOLVING THIS SECURITY MAY NOT BE CONDUCTED UNLESS IN
      COMPLIANCE WITH THE SECURITIES ACT.

     

    THE
      HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND
      WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT
      OR
      OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
      SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL
      REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH A “PLAN”), OR AN ENTITY
      WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT
      IN THE ENTITY, AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR
      HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER
      IS
      ELIGIBLE FOR EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR
      PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR
      ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY IS
      NOT
      PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT
      TO
      SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY
      INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING
      THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING
      OF
      SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS
      APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT
      PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE
      BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT
      RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975
      OF
      THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE
      EXEMPTION.

     

    
      
        
        

      

      
        A-1-1

        
          

        

      

      
        
        

      

    

    THIS
      SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING AN
      AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000.00 AND MULTIPLES OF
      $1,000.00 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK
      HAVING AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000.00 SHALL BE DEEMED
      TO
      BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.

     

    THE
      HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING
      RESTRICTIONS.

     

    THIS
      SECURITY IS IN REGISTERED FORM WITHIN THE MEANING OF TREASURY REGULATIONS
      SECTION 1.871-14(c)(1)(i) FOR U.S. FEDERAL INCOME AND WITHHOLDING TAX
      PURPOSES.

     

    IN
      CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND
      TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY
      THE
      INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
      RESTRICTIONS.

     

    Fixed/Floating
      Rate Junior Subordinated Deferrable Interest Debenture

     

    of

     

    AmTrust
      Financial Services, Inc.

     

    July
      25,
      2006

     

    AmTrust
      Financial Services, Inc., a corporation duly organized and existing under the
      laws of Delaware (the “Company,” which term includes any successor Person under
      the Indenture hereinafter referred to), for value received promises to pay
      to
      Wilmington Trust Company, not in its individual capacity but solely as
      Institutional Trustee for AmTrust Capital Financing Trust III (the “Holder”) or
      registered assigns, the principal sum of Thirty Million Nine Hundred Twenty
      Eight Thousand dollars ($30,928,000) on September 15, 2036, and to pay interest
      on said principal sum from July 25, 2006, or from the most recent Interest
      Payment Date (as defined herein) to which interest has been paid or duly
      provided for, quarterly (subject to deferral as set forth herein) in arrears
      on
      March 15, June 15, September 15 and December 15 of each year or if such day
      is
      not a Business Day, then the next succeeding Business Day (each such date,
      an
“Interest Payment Date”), commencing on the Interest Payment Date in September
      2006, at an annual rate equal to 8.83% beginning on (and including) the date
      of
      original issuance and ending on (but excluding) the Interest Payment Date in
      September 2011 and at an annual rate for each successive Distribution Period
      beginning on (and including) the Interest Payment Date in September 2011, and
      each succeeding Interest Payment Date, and ending on (but excluding) the next
      succeeding Interest Payment Date (each a “Distribution Period”), equal to
      3-Month LIBOR, determined as described below, plus 3.30% (the “Coupon Rate”),
      applied to the principal amount hereof, until the principal hereof is paid
      or
      duly provided for or made available for payment, and on any overdue principal
      and (without duplication and to the extent that payment of such interest is
      enforceable under applicable law) on any overdue installment of interest
      (including Additional Interest) at the Interest Rate in effect for each
      applicable period, compounded quarterly, from the dates such amounts are due
      until they are paid or made available for payment. The amount of interest
      payable (i) for any Distribution Period commencing on or after the date of
      original issuance but before the Interest Payment Date in September 2011 will
      be
      computed on the basis of a 360-day year of twelve 30-day months, it being
      understood that if a Distribution is payable on a non Business Day, and the
      Distribution Payment Date is on the next succeeding Business Day, no additional
      interest or other Distributions shall accrue in respect of any such delay,
      and
      (ii) for the Distribution Period commencing on or after the Interest
      Payment Date in September 2011 and each succeeding Distribution Period will
      be
      computed on the basis of the actual number of days in the Distribution Period
      concerned divided by 360. The interest installment so payable, and punctually
      paid or duly provided for, on any Interest Payment Date will, as provided in
      the
      Indenture, be paid to the Person in whose name this Debenture (or one or more
      Predecessor Securities) is registered at the close of business on the regular
      record date for such interest installment, which shall be fifteen days prior
      to
      the day on which the relevant Interest Payment Date occurs. Any such interest
      installment not so punctually paid or duly provided for shall forthwith cease
      to
      be payable to the Holder on such regular record date and may be paid to the
      Person in whose name this Debenture (or one or more Predecessor Securities)
      is
      registered at the close of business on a special record date.

     

    
      
        
        

      

      
        A-1-2

        
          

        

      

      
        
        

      

    

    Capitalized
      terms used and not defined in this Debenture shall have the meanings assigned
      in
      the Indenture dated as of the date of original issuance of this Debenture
      between the Trustee and the Company.

     

    “3-Month
      LIBOR” as used herein, means the London interbank offered interest rate for
      three-month U.S. dollar deposits determined by the Trustee in the following
      order of priority: (i) the rate (expressed as a percentage per annum) for U.S.
      dollar deposits having a three-month maturity that appears on Telerate Page
      3750
      as of 11:00 a.m. (London time) on the related Determination Date (“Telerate Page
      3750” means the display designated as “Page 3750” on the Moneyline Telerate
      Service or such other page as may replace Page 3750 on that service or such
      other service or services as may be nominated by the British Bankers’
Association as the information vendor for the purpose of displaying London
      interbank offered rates for U.S. dollar deposits); (ii) if such rate cannot
      be
      identified on the related Determination Date, the Trustee will request the
      principal London offices of four leading banks in the London interbank market
      to
      provide such banks’ offered quotations (expressed as percentages per annum) to
      prime banks in the London interbank market for U.S. dollar deposits having
      a
      three-month maturity as of 11:00 a.m. (London time) on such Determination Date.
      If at least two quotations are provided, 3-Month LIBOR will be the arithmetic
      mean of such quotations; (iii) if fewer than two such quotations are
      provided as requested in clause (ii) above, the Trustee will request four major
      New York City banks to provide such banks’ offered quotations (expressed as
      percentages per annum) to leading European banks for loans in U.S. dollars
      as of
      11:00 a.m. (London time) on such Determination Date. If at least two such
      quotations are provided, 3-Month LIBOR will be the arithmetic mean of such
      quotations; and (iv) if fewer than two such quotations are provided as
      requested in clause (iii) above, 3-Month LIBOR will be a 3-Month LIBOR
      determined with respect to the Distribution Period immediately preceding such
      current Distribution Period. If the rate for U.S. dollar deposits having a
      three-month maturity that initially appears on Telerate Page 3750 as of 11:00
      a.m. (London time) on the related Determination Date is superseded on the
      Telerate Page 3750 by a corrected rate by 12:00 noon (London time) on such
      Determination Date, then the corrected rate as so substituted on the applicable
      page will be the applicable 3-Month LIBOR for such Determination Date. As used
      herein, “Determination Date” means the date that is two London Banking Days
      (i.e., a business day in which dealings in deposits in U.S. dollars are
      transacted in the London interbank market) preceding the commencement of the
      relevant Distribution Period.

     

    
      
        
        

      

      
        A-1-3

        
          

        

      

      
        
        

      

    

    “Interest
      Rate” means for the period beginning on (and including) the date of original
      issuance and ending on (but excluding) the Interest Payment Date in September
      2011 the rate per annum of 8.83% and for each Distribution Period thereafter,
      the Coupon Rate.

     

    The
      Interest Rate for any Distribution Period will at no time be higher than the
      maximum rate then permitted by New York law as the same may be modified by
      United States law. 

     

    All
      percentages resulting from any calculations on the Debentures will be rounded,
      if necessary, to the nearest one hundred-thousandth of a percentage point,
      with
      five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or
      .09876545) being rounded to 9.87655% (or .0987655), and all dollar amounts
      used
      in or resulting from such calculation will be rounded to the nearest cent (with
      one-half cent being rounded upward)).

     

    The
      principal of and interest on this Debenture shall be payable at the office
      or
      agency of the Trustee (or other paying agent appointed by the Company)
      maintained for that purpose in any coin or currency of the United States of
      America that at the time of payment is legal tender for payment of public and
      private debts; provided,
      however,
      that
      payment of interest may be made by check mailed to the registered holder at
      such
      address as shall appear in the Debenture Register if a request for a wire
      transfer by such holder has not been received by the Company or by wire transfer
      to an account appropriately designated by the holder hereof. Notwithstanding
      the
      foregoing, so long as the holder of this Debenture is the Institutional Trustee,
      the payment of the principal of and interest on this Debenture will be made
      in
      immediately available funds at such place and to such account as may be
      designated by the Trustee.

     

    
      
        
        

      

      
        A-1-4

        
          

        

      

      
        
        

      

    

    So
      long
      as no Event of Default has occurred and is continuing, the Company shall have
      the right, from time to time, and without causing an Event of Default, to defer
      payments of interest on the Debentures by extending the interest payment period
      on the Debentures at any time and from time to time during the term of the
      Debentures, for up to 20 consecutive quarterly periods (each such extended
      interest payment period, an “Extension Period”), during which Extension Period
      no interest (including Additional Interest) shall be due and payable (except
      any
      Additional Sums that may be due and payable). No Extension Period may end on
      a
      date other than an Interest Payment Date. During an Extension Period, interest
      will continue to accrue on the Debentures, and interest on such accrued interest
      will accrue at an annual rate equal to the Interest Rate in effect for such
      Extension Period, compounded quarterly from the date such interest would have
      been payable were it not for the Extension Period, to the extent permitted
      by
      law (such interest referred to herein as “Additional Interest”). At the end of
      any such Extension Period the Company shall pay all interest then accrued and
      unpaid on the Debentures (together with Additional Interest thereon);
provided,
      however,
      that no
      Extension Period may extend beyond the Maturity Date; provided further,
      however,
      that
      during any such Extension Period, the Company shall not and shall not permit
      any
      Affiliate of the Company controlled by the Company to engage in any of the
      activities or transactions described on the reverse side hereof and in the
      Indenture. Prior to the termination of any Extension Period, the Company may
      further extend such period, provided that such period together with all such
      previous and further consecutive extensions thereof shall not exceed
      20 consecutive quarterly periods, or extend beyond the Maturity Date. Upon
      the termination of any Extension Period and upon the payment of all accrued
      and
      unpaid interest and Additional Interest, the Company may commence a new
      Extension Period, subject to the foregoing requirements. No interest or
      Additional Interest shall be due and payable during an Extension Period, except
      at the end thereof, but each installment of interest that would otherwise have
      been due and payable during an Extension Period shall bear Additional Interest
      to the extent permitted by law. The Company must give the Trustee notice of
      its
      election to begin or extend an Extension Period at least 5 Business Days prior
      to the regular record date (as such term is used in Section 2.8 of the
      Indenture) immediately preceding the Interest Payment Date with respect to
      which
      interest on the Debentures would have been payable except for the election
      to
      begin or extend an Extension Period. The Trustee shall give notice of the
      Company’s election to begin a new Extension Period to the holder of the
      Debentures.

     

    The
      indebtedness evidenced by this Debenture is, to the extent provided in the
      Indenture, subordinate and junior in right of payment to the prior payment
      in
      full of all Senior Indebtedness, and this Debenture is issued subject to the
      provisions of the Indenture with respect thereto. Each holder of this Debenture,
      by accepting the same, (a) agrees to and shall be bound by such provisions,
      (b) authorizes and directs the Trustee on his or her behalf to take such
      action as may be necessary or appropriate to acknowledge or effectuate the
      subordination so provided and (c) appoints the Trustee his or her
      attorney-in-fact for any and all such purposes. Each holder hereof, by his
      or
      her acceptance hereof, hereby waives all notice of the acceptance of the
      subordination provisions contained herein and in the Indenture by each holder
      of
      Senior Indebtedness, whether now outstanding or hereafter incurred, and waives
      reliance by each such holder upon said provisions.

     

    This
      Debenture shall not be entitled to any benefit under the Indenture hereinafter
      referred to, be valid or become obligatory for any purpose until the certificate
      of authentication hereon shall have been signed by or on behalf of the
      Trustee.

     

    
      
        
        

      

      
        A-1-5

        
          

        

      

      
        
        

      

    

    The
      provisions of this Debenture are continued on the reverse side hereof and such
      provisions shall for all purposes have the same effect as though fully set
      forth
      at this place.

     

    
      
        
        

      

      
        A-1-6

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Company has duly executed this certificate.

     

    
      	
            	 	 
	 	AMTRUST
              FINANCIAL SERVICES, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	
              Name:

              Title:

            


    

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Debentures referred to in the within-mentioned
      Indenture.

     

    
      	
            	 	 
	 	WILMINGTON
              TRUST COMPANY, as Trustee
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	
              Authorized
                Officer

            


    

     

    
      
        
        

      

      
        A-1-7

        
          

        

      

      
        
        

      

    

    [FORM
      OF
      REVERSE OF DEBENTURE]

     

    This
      Debenture is one of the fixed/floating rate junior subordinated deferrable
      interest debentures of the Company, all issued or to be issued under and
      pursuant to the Indenture dated as of July 25, 2006 (the “Indenture”), duly
      executed and delivered between the Company and the Trustee, to which Indenture
      reference is hereby made for a description of the rights, limitations of rights,
      obligations, duties and immunities thereunder of the Trustee, the Company and
      the holders of the Debentures. The Debentures are limited in aggregate principal
      amount as specified in the Indenture.

     

    Upon
      the
      occurrence and continuation of a Special Event prior to the Interest Payment
      Date in September 2011, the Company shall have the right to redeem the
      Debentures in whole, but not in part, at any Interest Payment Date, within
      120
      days following the occurrence of such Special Event, at the Special Redemption
      Price.

     

    In
      addition, the Company shall have the right to redeem the Debentures, in whole
      or
      in part, but in all cases in a principal amount with integral multiples of
      $1,000.00, on any Interest Payment Date on or after the Interest Payment Date
      in
      September 2011, at the Optional Redemption Price.

     

    Prior
      to
      10:00 a.m. New York City time on the Optional Redemption Date or Special
      Redemption Date, as applicable, the Company will deposit with the Trustee or
      with one or more paying agents an amount of money sufficient to redeem on the
      Optional Redemption Date or the Special Redemption Date, as applicable, all
      the
      Debentures so called for redemption at the appropriate Optional Redemption
      Price
      or Special Redemption Price.

     

    If
      all,
      or less than all, the Debentures are to be redeemed, the Company will give
      the
      Trustee notice not less than 45 nor more than 60 days prior to the Optional
      Redemption Date or Special Redemption Date, as applicable, as to the aggregate
      principal amount of Debentures to be redeemed and the Trustee shall select,
      in
      such manner as in its sole discretion it shall deem appropriate and fair, the
      Debentures or portions thereof (in integral multiples of $1,000.00) to be
      redeemed.

     

    Notwithstanding
      the foregoing, any redemption of Debentures by the Company shall be subject
      to
      the receipt of any and all required regulatory approvals.

     

    In
      case
      an Event of Default shall have occurred and be continuing, upon demand of the
      Trustee, the principal of all of the Debentures shall become due and payable
      in
      the manner, with the effect and subject to the conditions provided in the
      Indenture.

     

    The
      Indenture contains provisions permitting the Company and the Trustee, with
      the
      consent of the holders of not less than a majority in aggregate principal amount
      of the Debentures at the time outstanding, to execute supplemental indentures
      for the purpose of adding any provisions to or changing in any manner or
      eliminating any of the provisions of this Indenture or of any supplemental
      indenture or of modifying in any manner the rights of the holders of the
      Debentures; provided,
      however,
      that no
      such supplemental indenture shall without the consent of the holders of each
      Debenture then outstanding and affected thereby (i) change the fixed
      maturity of any Debenture, or reduce the principal amount thereof or any premium
      thereon, or reduce the rate or extend the time of payment of interest thereon,
      or reduce any amount payable on redemption thereof or make the principal thereof
      or any interest or premium thereon payable in any coin or currency other than
      that provided in the Debentures, or impair or affect the right of any
      Securityholder to institute suit for payment thereof or impair the right of
      repayment, if any, at the option of the holder, or (ii) reduce the
      aforesaid percentage of Debentures the holders of which are required to consent
      to any such supplemental indenture.

     

    
      
        
        

      

      
        A-1-8

        
          

        

      

      
        
        

      

    

    The
      Indenture also contains provisions permitting the holders of a majority in
      aggregate principal amount of the Debentures at the time outstanding on behalf
      of the holders of all of the Debentures to waive (or modify any previously
      granted waiver of) any past default or Event of Default, and its consequences,
      except an Event of Default (a) specified in Sections 5.1(a) and (b), (b) in
      respect of covenants or provisions hereof or of the Indenture which cannot
      be
      modified or amended without the consent of the holder of each Debenture
      affected, or (c) in respect of the covenants contained in Section 3.9
      of the Indenture; provided,
      however,
      that if
      the Debentures are held by the Trust or a trustee of the Trust, such waiver
      or
      modification to such waiver shall not be effective until the holders of a
      majority in Liquidation Amount of the Trust Securities shall have consented
      to
      such waiver or modification to such waiver, provided,
      further,
      that if
      the consent of the holder of each outstanding Debenture is required, such waiver
      shall not be effective until each holder of the Trust Securities shall have
      consented to such waiver. Upon any such waiver, the default covered thereby
      shall be deemed to be cured for all purposes of the Indenture and the Company,
      the Trustee and the holders of the Debentures shall be restored to their former
      positions and rights hereunder, respectively; but no such waiver shall extend
      to
      any subsequent or other default or Event of Default or impair any right
      consequent thereon. Whenever any default or Event of Default hereunder shall
      have been waived as permitted by the Indenture, said default or Event of Default
      shall for all purposes of the Debentures and the Indenture be deemed to have
      been cured and to be not continuing.

     

    No
      reference herein to the Indenture and no provision of this Debenture or of
      the
      Indenture shall alter or impair the obligation of the Company, which is absolute
      and unconditional, to pay the principal of and premium, if any, and interest,
      including Additional Interest, on this Debenture at the time and place and
      at
      the rate and in the money herein prescribed.

     

    The
      Company has agreed that if Debentures are initially issued to the Trust or
      a
      trustee of such Trust in connection with the issuance of Trust Securities by
      the
      Trust (regardless of whether Debentures continue to be held by such Trust)
      and
      (i) there shall have occurred and be continuing an Event of Default,
      (ii) the Company shall be in default with respect to its payment of any
      obligations under the Capital Securities Guarantee, or (iii) the Company
      shall have given notice of its election to defer payments of interest on the
      Debentures by extending the interest payment period as provided herein and
      such
      Extension Period, or any extension thereof, shall be continuing, then the
      Company shall not, and shall not permit any Affiliate of the Company controlled
      by the Company to, (x) declare or pay any dividends or distributions on, or
      redeem, purchase, acquire, or make a liquidation payment with respect to, any
      of
      the Company’s or such Affiliates’ capital stock (other than payments of
      dividends or distributions to the Company or a Subsidiary of the Company) or
      make any guarantee payments with respect to the foregoing, (y) make any
      payment of principal of or interest or premium, if any, on or repay, repurchase
      or redeem any debt securities of the Company or any Affiliate of the Company
      controlled by the Company that rank pari
      passu
      in all
      respects with or junior in interest to the Debentures or (z) enter into any
      contracts with shareholders holding more than 10% of the outstanding shares
      of
      common stock of the Company, unless such contract is entered into on an arm’s
      length basis in the ordinary course of business (other than, with respect to
      clauses (x) and (y) above, (1) repurchases, redemptions or other
      acquisitions of shares of capital stock of the Company or any Subsidiary of
      the
      Company in connection with any employment contract, benefit plan or other
      similar arrangement with or for the benefit of one or more employees, officers,
      directors or consultants, in connection with a dividend reinvestment or
      stockholder stock purchase plan or in connection with the issuance of capital
      stock of the Company or of such Subsidiary (or securities convertible into
      or
      exercisable for such capital stock) as consideration in an acquisition
      transaction entered into prior to the applicable Extension Period, (2) as a
      result of any exchange or conversion of any class or series of the Company’s
      capital stock (or any capital stock of a Subsidiary of the Company) for any
      class or series of the Company’s capital stock (or in the case of a Subsidiary
      of the Company, any class or series of such Subsidiary’s capital stock) or of
      any class or series of the Company’s indebtedness for any class or series of the
      Company’s capital stock (or in the case of indebtedness of a Subsidiary of the
      Company, of any class or series of such Subsidiary’s indebtedness or any class
      or series of such Subsidiary’s capital stock), (3) the purchase of
      fractional interests in shares of the Company’s capital stock (or the capital
      stock of a Subsidiary of the Company) pursuant to the conversion or exchange
      provisions of such capital stock or the security being converted or exchanged,
      (4) any declaration of a dividend in connection with any stockholders’
rights plan, or the issuance of rights, stock or other property under any
      stockholders’ rights plan, or the redemption or repurchase of rights pursuant
      thereto, (5) any dividend in the form of stock, warrants, options or other
      rights where the dividend stock or the stock issuable upon exercise of such
      warrants, options or other rights is the same stock as that on which the
      dividend is being paid or ranks pari
      passu
      with or
      junior to such stock and any cash payments in lieu of fractional shares issued
      in connection therewith, or (6) payments under the Capital Securities
      Guarantee).

     

    
      
        
        

      

      
        A-1-9

        
          

        

      

      
        
        

      

    

    The
      Debentures are issuable only in registered, certificated form without coupons
      and in minimum denominations of $100,000.00 and any multiple of $1,000.00 in
      excess thereof. As provided in the Indenture and subject to the transfer
      restrictions and limitations as may be contained herein and therein from time
      to
      time, this Debenture is transferable by the holder hereof on the Debenture
      Register of the Company. Upon due presentment for registration of transfer
      of
      any Debenture at the Principal Office of the Trustee or at any office or agency
      of the Company maintained for such purpose as provided in Section 3.2 of
      the Indenture, the Company shall execute, the Company or the Trustee shall
      register and the Trustee or the Authenticating Agent shall authenticate and
      make
      available for delivery in the name of the transferee or transferees a new
      Debenture for a like aggregate principal amount. All Debentures presented for
      registration of transfer or for exchange or payment shall (if so required by
      the
      Company or the Trustee or the Authenticating Agent) be duly endorsed by, or
      be
      accompanied by a written instrument or instruments of transfer in form
      satisfactory to, the Company and the Trustee or the Authenticating Agent duly
      executed by the holder or his attorney duly authorized in writing. No service
      charge shall be made for any exchange or registration of transfer of Debentures,
      but the Company or the Trustee may require payment of a sum sufficient to cover
      any tax, fee or other governmental charge that may be imposed in connection
      therewith.

     

    
      
        
        

      

      
        A-1-10

        
          

        

      

      
        
        

      

    

    Prior
      to
      due presentment for registration of transfer of any Debenture, the Company,
      the
      Trustee, any Authenticating Agent, any paying agent, any transfer agent and
      any
      Debenture registrar may deem the Person in whose name such Debenture shall
      be
      registered upon the Debenture Register to be, and may treat him as, the absolute
      owner of such Debenture (whether or not such Debenture shall be overdue) for
      the
      purpose of receiving payment of or on account of the principal of, premium,
      if
      any, and interest on such Debenture and for all other purposes; and neither
      the
      Company nor the Trustee nor any Authenticating Agent nor any paying agent nor
      any transfer agent nor any Debenture registrar shall be affected by any notice
      to the contrary. All such payments so made to any holder for the time being
      or
      upon his order shall be valid, and, to the extent of the sum or sums so paid,
      effectual to satisfy and discharge the liability for moneys payable upon any
      such Debenture.

     

    The
      Debentures are in registered form within the meaning of Treasury Regulations
      Section 1.871-14(c)(1)(i) for U.S. federal income and withholding tax
      purposes.

     

    No
      recourse for the payment of the principal of or premium, if any, or interest
      on
      any Debenture, or for any claim based thereon or otherwise in respect thereof,
      and no recourse under or upon any obligation, covenant or agreement of the
      Company in the Indenture or in any supplemental indenture, or in any such
      Debenture, or because of the creation of any indebtedness represented thereby,
      shall be had against any incorporator, stockholder, employee, officer or
      director, as such, past, present or future, of the Company or of any successor
      Person of the Company, either directly or through the Company or any successor
      Person of the Company, whether by virtue of any constitution, statute or rule
      of
      law, or by the enforcement of any assessment or penalty or otherwise, it being
      expressly understood that all such liability is hereby expressly waived and
      released as a condition of, and as a consideration for, the execution of the
      Indenture and the issue of the Debentures.

     

    PURSUANT
      TO SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK,
      THE INDENTURE AND THIS DEBENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
      ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     

    
      
        
        

      

      
        A-1-11