Exhibit 4.2


XL GROUP LTD.


as Issuer


XL GROUP PUBLIC LIMITED COMPANY


as Guarantor


WELLS FARGO BANK, NATIONAL ASSOCIATION


as Trustee


FIRST SUPPLEMENTAL INDENTURE


DATED AS OF SEPTEMBER 30, 2011


5.75% SENIOR NOTES DUE 2021


SUPPLEMENT TO INDENTURE DATED AS OF SEPTEMBER
30, 2011


          FIRST
SUPPLEMENTAL INDENTURE, dated as of September 30, 2011 (the “First
Supplemental Indenture”), by and among XL Group Ltd., a Cayman Islands exempted
company (the “Company”), having its principal office at XL House, One
Bermudiana Road, Hamilton, HM 08, Bermuda, XL Group Public Limited Company, an
Irish public limited company (the “Guarantor”), having its principal
office at No. 1 Hatch Street Upper, 4th Floor, Dublin 2, Ireland and Wells
Fargo Bank, National Association, a national banking association, as trustee
hereunder (the “Trustee”).


          WHEREAS,
the Company, the Guarantor and the Trustee have as of September 30, 2011
entered into an Indenture (the “Base Indenture”) providing for the
issuance from time to time by the Company of Securities (as defined in Section
1.01 of the Base Indenture) and the Guarantee (as defined in Section 1.01 of
the Base Indenture) by the Guarantor;


          WHEREAS,
pursuant to Section 9.01(11) of the Base Indenture, the Company, the Guarantor
and the Trustee may enter into supplemental indentures to establish the form or
terms of Securities of any series as permitted by Sections 2.01 and 3.01 of the
Base Indenture;


          WHEREAS,
the Company desires to issue a series of Securities under the Base Indenture
and has duly authorized the creation and issuance of such series of Securities
and the execution and delivery of this First Supplemental Indenture to modify
the Base Indenture and provide certain additional provisions as hereinafter set
forth (the Base Indenture, as amended and supplemented by the First
Supplemental Indenture, is hereinafter referred to as the “Indenture”);


          WHEREAS,
the Company and the Guarantor deem it advisable to enter into this First
Supplemental Indenture for the purposes of establishing the terms of such
series of Securities and providing for the rights, obligations and duties of
the Trustee with respect to such series of Securities;





          WHEREAS,
the execution and delivery of this First Supplemental Indenture has been
authorized by a resolution of the Board of Directors of each of the Company and
the Guarantor, or a duly authorized committee thereof;


          WHEREAS,
concurrently with the execution hereof, the Company has delivered an Officers’
Certificate and has caused its counsel to deliver to the Trustee an Opinion of
Counsel; and


          WHEREAS,
all conditions and requirements of the Base Indenture necessary to make this
First Supplemental Indenture a valid, binding and legal instrument in
accordance with its terms have been performed and fulfilled by the parties
hereto and the execution and delivery thereof have been in all respects duly
authorized by the parties hereto.


          NOW,
THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:


          For
and in consideration of the mutual premises and agreements herein contained,
the Company, the Guarantor and the Trustee covenant and agree, for the equal
and proportionate benefit of all Holders of the 2021 Notes (as defined below),
as follows:


ARTICLE I


DEFINITIONS


          Section
1.1 Definition of Terms.


          Unless
otherwise provided herein or unless the context otherwise requires:


          (a)
a term defined in the Base Indenture has the same meaning when used in this
First Supplemental Indenture;


          (b)
a term defined anywhere in this First Supplemental Indenture has the same
meaning throughout;


          (c)
the singular includes the plural and vice versa;


          (d)
headings are for convenience of reference only and do not affect
interpretation; and


          (e)
the following terms have the meanings given to them in this Section 1.1(e):


          “Additional
Amounts” has the meaning set forth in Section 2.13(b).


          “Comparable
Treasury Issue” means the United States Treasury security selected
as having a maturity comparable to the remaining term of the 2021 Notes to be
redeemed that would be used, at the time of selection and under customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the 2021 Notes.


2





          “Comparable
Treasury Price” means, with respect to any Redemption Date, the
average of the Reference Treasury Dealer Quotations for the Redemption Date,
after excluding the highest and lowest Reference Treasury Dealer Quotations, or
if the Trustee obtains fewer than four Reference Treasury Dealer Quotations,
the average of all Reference Treasury Dealer Quotations.


          “Depositary”
has the meaning set forth in Section 2.7.


          “Designated
Subsidiary” means any present or future consolidated subsidiary of
the Guarantor that is a regulated insurance company, the assets of which
constitute at least 20% of the Guarantor’s consolidated assets.


          “Global Note”
means a Global Security representing the 2021 Notes.


          “Issue Date”
means September 30, 2011.


          “Pricing Date”
means September 27, 2011.


          “Reference
Treasury Dealer Quotations” means, with respect to each Reference
Treasury Dealer and any Redemption Date, the average, as determined by the
Trustee, 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 Trustee by the Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day before the Redemption Date.


          “Reference
Treasury Dealers” means (i) Morgan Stanley & Co. LLC and its
successors; and (ii) three other primary U.S. government securities dealers in
New York City the Company selects. If any of the foregoing ceases to be a
primary U.S. government securities dealer in New York City, the Company must
substitute another primary U.S. government securities dealer in New York City.


          “Relevant
Date” means, in respect of any payment, the date on which such
payment first becomes due and payable, but if the full amount of the moneys
payable has not been received by the Trustee on or prior to such due date, it
means the first date on which, the full amount of such moneys having been so
received and being available for payment to Holders, notice to that effect
shall have been duly given to the Holders of the 2021 Notes.


          “Tax Event”
means if the Company or the Guarantor determines that, as a result of (1) any
change in, or amendment to, the law or treaties (or any regulations or rulings
promulgated thereunder), including the enactment of any legislation or the
publication of any regulatory determination, of the Cayman Islands, Ireland,
Bermuda, or any political subdivision thereof or any authority or agency
therein having power to tax, or any other jurisdiction from or through which
the Company or the Guarantor makes a payment on the 2021 Notes or in which the
Company or the Guarantor generally becomes subject to taxation (each such
jurisdiction, a “Taxing Jurisdiction”); or (2) any change in, or
amendment to, a position regarding the application, administration or
interpretation of such laws, treaties, regulations or rulings (including a
holding, judgment or order by a court of competent jurisdiction) (each of the
foregoing in clauses (1) and (2), a “Change In Tax Law”), (A) the
Company or Guarantor is required, or on the next Interest Payment Date in
respect of the 2021 Notes would be required to pay Additional Amounts with
respect to the 2021 Notes pursuant to Section 2.13(b) (assuming, in the case of
the Guarantor, the Guarantor would be unable, for reasons outside its control,
to


3





procure
payment by the Company) determined without reference to any interest, fees,
penalties or other additions to tax and (B) such requirement cannot be avoided
by taking commercially reasonable measures available to the Company or the
Guarantor; provided that the Change in Tax Law becomes effective on or
after the Pricing Date, or in the case of a successor entity to the Company or
the Guarantor, the Change in Tax Law becomes effective after the date that such
successor entity first becomes an obligor on the 2021 Notes (unless the Change
in Tax Law had already occurred prior to such date, but on or after the Pricing
Date, with respect to the applicable original entity).


          
“Treasury
Rate” means, with respect to any Redemption Date, the rate per year
equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury Price
for such Redemption Date. The Treasury Rate shall be calculated on the third
Business Day preceding the Redemption Date.


ARTICLE II


CREATION OF THE 2021 NOTES


          Section
2.1 Designation of Series.


          Pursuant
to the terms hereof and Sections 2.01 and 3.01 of the Base Indenture, the
Company hereby creates a series of its Securities designated as the 5.75%
Senior Notes due 2021 (the “2021 Notes”), which 2021 Notes shall be
deemed “Securities” for all purposes under the Indenture.


          Section
2.2 Form of 2021 Notes.


          The
definitive form of the 2021 Notes shall be substantially in the form set forth
in Exhibit A attached hereto, which is incorporated herein and made part
hereof.


          The
Final Maturity of the 2021 Notes shall be October 1, 2021.


          Section
2.3 Interest and Interest Rate Reset.


          (a)
The 2021 Notes will bear interest from the Issue Date or from the most recent
Interest Payment Date to which interest has been paid or duly provided for, as
the case may be, to maturity or early redemption, as the case may be, at the
rate of 5.75% per annum payable semi-annually on April 1 and October 1 of each
year, commencing on April 1, 2012, to the persons in whose names the 2021 Notes
were registered at the close of business on the preceding March 15 and
September 15, respectively.


          (b)
Interest on the 2021 Notes will be computed on the basis of a 360-day year
comprised of twelve 30-day months. The amount of interest payable for any
period shorter than a full semi-annual period for which interest is computed
will be computed on the basis of the actual number of days elapsed in the
180-day period.


4





          Section
2.4 Limit on Amount of 2021 Notes.


          (a)
The 2021 Notes initially will be limited in aggregate principal amount to $400
million and may, upon execution of this First Supplemental Indenture, be
executed by the Company and delivered to the Trustee for authentication, and
the Trustee shall thereupon authenticate and deliver said 2021 Notes in
accordance with a Company Order.


          (b)
The Company may issue from time to time, without giving notice to or seeking
the consent of the Holders of the 2021 Notes, additional notes having the same
terms as the 2021 Notes (except for the initial public offering price, first
Interest Payment Date and the Issue Date). Any such additional notes, together
with the 2021 Notes, will constitute a single series of Securities under the
Indenture.


          Section
2.5 Nature of 2021 Notes/Minimum Denomination.


                    (a)
The 2021 Notes shall constitute senior, unsecured and unsubordinated obligations
of the Company and shall rank pari passu with all other unsecured and
unsubordinated indebtedness of the Company and the Guarantor from time to time
outstanding.


                    (b)
The 2021 Notes shall be issuable only in registered form and without coupons in
denominations of $2,000 and any integral multiples of $1,000 in excess thereof.


          Section
2.6 No Sinking Fund.


          The
2021 Notes do not have the benefit of any mandatory redemption or sinking fund
obligation and are not redeemable at the option of the Holders.


          Section
2.7 Issuance of 2021 Notes and Payment.


                    (a)
The 2021 Notes, on original issuance, shall be issued in the form of one fully
registered Global Note registered in the name of The Depository Trust Company,
as Depositary (the “Depositary”), or its nominee, and deposited with the
Trustee, as custodian for the Depositary, for credit by the Depositary to the
respective accounts of beneficial owners of the 2021 Notes represented thereby
(or such other accounts as they may direct).


                    (b)
The payment of principal of and the interest on the 2021 Notes will be payable
at the Corporate Trust Office or, at the option of the Company, by check mailed
to each Holder at its address set forth in the Security Register; provided,
however, that if a Holder has given wire transfer instructions to the
Company and the Paying Agent and Security Registrar at least ten Business Days
prior to the applicable payment date, payment of principal of and the interest
on the 2021 Notes will be payable by wire transfer of immediately available
funds to the account specified in such instructions.


          Section
2.8 2021 Notes Not Convertible or Exchangeable.


          The
2021 Notes will not be convertible or exchangeable for other securities or
property.


5





          Section
2.9 Redemption.


          Pursuant
to Section 3.01(6) and Section 12.01 of the Base Indenture, so long as any of
the 2021 Notes are Outstanding, the following provisions shall be applicable to
the 2021 Notes:


                    (a)
The 2021 Notes will be redeemable, in whole at any time or in part from time to
time, at the Company’s option, at a redemption price equal to accrued and
unpaid interest on the principal amount of the 2021 Notes being redeemed to the
Redemption Date plus the greater of: (A) 100% of the principal amount of the
2021 Notes to be redeemed, and (B) the sum of the present values of the
remaining scheduled payments of principal and interest on the 2021 Notes to be
redeemed (not including any portion of such payments of interest accrued to the
Redemption Date) discounted to the Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate, plus 50 basis points.


                    (b)
If a Tax Event occurs and is continuing, the Company may, at its option, redeem
the 2021 Notes in whole, but not in part, at any time at a redemption price
equal to 100% of the principal amount of the 2021 Notes, plus accrued and
unpaid interest, if any, to the Redemption Date and Additional Amounts, if any,
then due or that will become due on the date fixed for redemption as a result
of such redemption. Installments of interest on 2021 Notes which are due and
payable on or prior to a Redemption Date will be payable to Holders of the 2021
Notes registered as such at the close of business on the relevant record dates.


                    (c)
(i) Notwithstanding Section 12.04 of the Base Indenture, any notice of
redemption pursuant to Section 2.9(a) or (b) shall (A) be sufficient if instead
of setting forth a specific price with respect to the Redemption Price, it sets
forth the manner of calculation thereof and (B) be mailed to the Holders not
less than 30 nor more than 60 days prior to the Redemption Date.


	
  

 	
  

 
	
  

 	
           (ii)
 Notwithstanding the foregoing, in case of a Tax Event redemption, no such
 notice of redemption will be given (A) earlier than 90 days prior to the
 earliest date on which the applicable payor would be obliged to make such
 payment or withholding if a payment in respect of 2021 Notes by it were then
 due and (B) unless at the time such notice is given, such requirement to pay
 such Additional Amounts remains in effect. Prior to the publication or
 mailing of any notice of redemption of 2021 Notes pursuant to the foregoing,
 the Company will deliver to the Paying Agent and Trustee (x) an Officers’
 Certificate stating that the Company is entitled to effect such redemption
 and setting forth a statement of facts showing that any factual conditions
 precedent to the Company’s right to so redeem have been satisfied and (y) a
 legal opinion of an outside nationally recognized tax counsel or of a tax
 counsel that is otherwise reasonably acceptable to the Paying Agent, to the effect
 that the applicable Tax Event has occurred (which, for the avoidance of
 doubt, shall not be required to include an opinion as to whether
 “commercially reasonable efforts” could be undertaken to avoid the otherwise
 applicable requirement, as referenced in clause (B) of the definition of “Tax
 Event” in Section 1.1(e)).

 



          Section
2.10 Guarantee.


          The
2021 Notes are entitled to the benefit of the Guarantee set forth in Article XI
of the Base Indenture.


6





          Section
2.11 Place of Payment.


          The
Paying Agent for the 2021 Notes shall initially be the Trustee, and the Place
of Payment for the 2021 Notes shall initially be the Corporate Trust Office,
which as of the date hereof for such purpose is located at 45 Broadway, 14th Floor,
New York, New York 10006. The Company may from time to time designate one or
more additional offices or agencies where 2021 Notes may be presented or
surrendered for payment.


          Section
2.12 Events of Default.


          The
following shall constitute additional Events of Default pursuant to Section
5.01 of the Base Indenture with respect to the 2021 Notes with the same effect
as if expressly set forth in such Section 5.01:


                    (a)
default by the Company under any instrument or instruments under which there is
or may be secured or evidenced any of the Company’s indebtedness (other than
the 2021 Notes) having an outstanding principal amount of $50,000,000 (or its
equivalent in any other currency or currencies) or more, individually or in the
aggregate, that has caused the holders thereof to declare such indebtedness to
be due and payable prior to its stated maturity, unless such declaration has
been rescinded within 30 days;


                    (b)
default by the Company in the payment when due of the principal of or premium,
if any, on any bond, debenture, note or other evidence of the Company’s
indebtedness, in each case for money borrowed, or in the payment of principal
or premium, if any, under any mortgage, indenture, agreement or instrument
under which there may be issued or by which there may be secured or evidenced
any indebtedness of the Company for money borrowed, which default for payment
of principal or premium, if any, is in an aggregate principal amount exceeding
$50,000,000 (or its equivalent in any other currency or currencies), if such
default shall continue unremedied or unwaived for more than 30 days after the
expiration of any grace period or extension of the time for payment applicable
thereto;


                    (c)
default in the payment of any Additional Amounts payable with respect to
interest on any 2021 Notes, when such Additional Amounts become due and
payable, and continuance of such default for a period of 30 days; and


                    (d)
default in the payment of any Additional Amounts payable with respect to any
principal of or premium, if any, on any 2021 Notes, when such Additional
Amounts become due and payable either at maturity, upon any redemption, by
declaration of acceleration or otherwise.


          In
addition, with respect to the 2021 Notes, the reference to “60 days” in Section
5.01(1) of the Base Indenture shall be amended to be “30 days” with respect to
the 2021 Notes.


          The
Company shall deliver to the Trustee, within 30 days after the occurrence
thereof, written notice of any Event of Default or any event which, after
notice or lapse of time or both, would constitute an Event of Default.


          Section
2.13 Covenants.


          The
2021 Notes shall be entitled to the benefit of each of the covenants in Article
X of the Base Indenture and the following additional covenants (each of which
shall be deemed to be a provision of the


7





Indenture and,
when referred to as a provision of the Indenture, shall be identified by
reference to the Section number that is set forth immediately preceding the
covenant):


                    (a)
SECTION 10.09. Limitation on Liens on Stock of Designated Subsidiaries.
The Guarantor covenants that, so long as any 2021 Notes are outstanding, the
Guarantor will not, nor will the Guarantor permit any Designated Subsidiary to,
create, assume, incur, guarantee or otherwise permit to exist any indebtedness
evidenced by notes, debentures, bonds or similar instruments, which is secured
by any mortgage, pledge, lien, security interest or other encumbrance upon any
shares of Capital Stock of any Designated Subsidiary (whether such shares of
stock are now owned or hereafter acquired) without effectively providing
concurrently that the 2021 Notes will be secured equally and ratably with such
indebtedness for at least the time period such other indebtedness is so
secured. The term “Capital Stock” for the purpose of this Section 10.09 shall
include preferred stock, but exclude any debt securities convertible into such
Capital Stock.


                    (b)
SECTION 10.10. Additional Amounts. All amounts payable (whether in
respect of principal, interest or otherwise) in respect of the 2021 Notes will
be made free and clear of and without withholding or deduction for or on
account of any present or future taxes, duties, levies, assessments or
governmental charges of whatever nature imposed or levied by or on behalf of
any Taxing Jurisdiction, unless the withholding or deduction of such taxes,
duties, levies, assessments or governmental charges is required by law. In that
event, the Company or the Guarantor will pay, or cause to be paid, such
additional amounts as may be necessary in order that the net amounts receivable
by a Holder after such withholding or deduction (including any withholding or
deduction on such payment of additional amounts) shall equal the respective
amounts that would have been receivable by such Holder had no such withholding
or deduction been required (“Additional Amounts”), except that no such
Additional Amounts shall be payable in relation to any payment (including a
payment made in connection with a redemption) in respect of any of the 2021
Notes (a) to, or to a third party on behalf of, a Person who would be able to
avoid such withholding or deduction by complying with such Person’s statutory
requirements or by making a declaration of non-residence or similar claim for
exemption (including a claim under an applicable double taxation treaty) but,
in either case, fails to do so, or is liable for such taxes, duties, levies,
assessments or governmental charges in respect of such 2021 Note by reason of
such Person (or such third party) having some connection with (including,
without limitation, being a citizen of, being incorporated or engaged in a trade
or business in, or having a residence or principal place of business or other
presence in) the Taxing Jurisdiction, other than (i) the mere holding of such
2021 Note; (ii) the receipt of principal, interest or other amount in respect
of such 2021 Note; or (iii) the mere enforcement of rights with respect to such
2021 Note; (b) presented for payment more than 30 days after the Relevant Date,
except to the extent that the relevant Holder would have been entitled to such
Additional Amounts on presenting the same for payment on or before the
expiration of such period of 30 days; (c) to a fiduciary, a partnership or
person who is not the beneficial owner of a 2021 Note, if and to the extent
that, as a result of an applicable tax treaty, no Additional Amounts would have
been payable had the beneficiary, partner or beneficial owner owned the 2021
Note directly; (d) on account of any inheritance, gift, estate, personal
property, stamp, sales or transfer or similar taxes, duties, levies,
assessments or similar governmental charges; or (e) on account of any taxes,
duties, levies, assessments or governmental charges that are payable otherwise
than by withholding from payments in respect of such 2021 Note.


          In
the event that payments in respect of the 2021 Notes are subject to withholding
or deduction for or on account of any taxes, the Company or the Guarantor will
(i) make any required withholding or deduction and (ii) remit the full amount
deducted or withheld to the relevant Taxing Jurisdiction in accordance with
applicable law. The Company and the Guarantor will use commercially reasonable
efforts to obtain certified copies of tax


8





receipts
evidencing the payment of any taxes so deducted or withheld from each relevant
Taxing Jurisdiction imposing such taxes and will use commercially reasonable
efforts to provide or make available such certified copies (or other
documentary evidence establishing the payment of such taxes) to each Holder.


          Any
reference in the Indenture to principal, premium or interest in respect of the
2021 Notes, any redemption amount and any other amounts in the nature of
principal shall be deemed also to refer to any Additional Amounts that may be
payable under the Indenture, and the express mention of the payment of
Additional Amounts (if applicable) in any provision hereof shall not be
construed as excluding Additional Amounts in those provisions hereof where such
express mention is not made.


          Except
as otherwise provided in or pursuant to the Indenture, if the 2021 Notes
require the payment of Additional Amounts, at least 30 days prior to each date
on which any payments under or with respect to the 2021 Notes are due and
payable (unless such obligation to pay Additional Amounts arises shortly before
or after the 30th day prior to such date, in which case it shall be promptly
thereafter) the Company or its designee shall furnish to the Trustee, the
Registrar and the Paying Agent an Officers’ Certificate stating the fact that
Additional Amounts will be payable, the amounts so payable, and any other
information to enable the Trustee or such Paying Agent to pay such Additional
Amounts to Holders on the payment date.


          The
Company or the Guarantor will pay any present or future stamp, court or
documentary taxes or any other excise or property taxes, charges or similar
levies that arise in any jurisdiction from the execution, delivery or
registration of any 2021 Notes or any other document or instrument referred to
therein (other than a transfer of the 2021 Notes), or the receipt of any
payments with respect to the 2021 Notes, excluding any such taxes, charges or
similar levies imposed by any jurisdiction outside the Taxing Jurisdictions in
which a Paying Agent is located, other than those resulting from, or required to
be paid in connection with, the enforcement of the 2021 Notes, the Indenture or
any other such document or instrument following the occurrence of any Event of
Default with respect to the 2021 Notes.


ARTICLE III


APPOINTMENT OF THE TRUSTEE FOR THE 2021 NOTES


          Section
3.1 Appointment of Trustee.


          Pursuant
and subject to the Indenture, the Company and the Guarantor hereby appoint the
Trustee as trustee to act on behalf of the Holders of the 2021 Notes, and as
the principal Paying Agent and Security Registrar for the 2021 Notes, effective
upon execution and delivery of this First Supplemental Indenture. By execution,
acknowledgment and delivery of this First Supplemental Indenture, the Trustee
hereby accepts appointment as Trustee, Paying Agent and Security Registrar with
respect to the 2021 Notes, and agrees to perform such trusts upon the terms and
conditions set forth in the Base Indenture and in this First Supplemental
Indenture.


          Section
3.2 Rights, Powers, Duties and Obligations of the Trustee.


          Any
rights, powers, duties and obligations by any provisions of the Indenture
conferred or imposed upon the Trustee shall, insofar as permitted by law, be
conferred or imposed upon and exercised or performed by the Trustee with respect
to the 2021 Notes.


9





ARTICLE IV


MISCELLANEOUS


          Section
4.1 Application of First Supplemental Indenture.


          Each
and every term and condition contained in this First Supplemental Indenture
that modifies, amends or supplements the terms and conditions of the Base
Indenture with respect to the 2021 Notes shall apply only to the 2021 Notes
created hereby and not to any past or future series of Securities issued under
the Base Indenture.


          Section
4.2 Benefits of First Supplemental Indenture.


          Nothing
contained in this First Supplemental Indenture shall or shall be construed to
confer upon any Person other than a Holder of the 2021 Notes, the Company, the
Guarantor and the Trustee any right or interest to avail itself or himself, as
the case may be, of any benefit under any provision of the Base Indenture or
this First Supplemental Indenture.


          Section
4.3 Amendment of First Supplemental Indenture.


          The
Company, the Guarantor and the Trustee, at any time and from time to time, may
amend, modify or supplement this First Supplemental Indenture in accordance
with the provisions of Article IX of the Base Indenture.


          Section
4.4 Effective Date.


          This
First Supplemental Indenture shall be effective as of the date first above
written and upon the execution and delivery hereof by each of the parties
hereto.


          Section
4.5 Governing Law; Waiver of Jury Trial; Submission to Jurisdiction;
Judgment Currency.


          THIS
FIRST SUPPLEMENTAL INDENTURE AND EACH 2021 NOTE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS OF SUCH STATE.


          EACH
OF THE COMPANY, THE GUARANTOR AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS FIRST SUPPLEMENTAL
INDENTURE, THE 2021 NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.


	
  

 	
  

 
	
  

 	
 Each of the
 Company, the Guarantor and the Trustee hereby submits to the nonexclusive
 jurisdiction of the United States District Court for the Southern District of
 New York and of any New York state court sitting in the Borough of Manhattan
 in New York City for the purposes of all legal proceedings 

 






10









	
  

 	
  

 
	
  

 	
 arising out
 of or relating to the 2021 Notes, the Indenture or the transactions
 contemplated thereby. The Company, the Guarantor and the Trustee irrevocably
 waive, to the fullest extent permitted by applicable law, any objection which
 they may now or hereafter have to the laying of the venue of any such
 proceeding brought in such a court and any claim that any such proceeding
 brought in such a court has been brought in an inconvenient forum. Each of
 the Company and the Guarantor hereby designates and appoints Puglisi &
 Associates, 850 Library Avenue, Suite 204, Newark, Delaware 19711, as its
 authorized agent upon which process may be served in any legal suit, action
 or proceeding arising out of or relating to the Indenture which may be
 instituted in any federal or state court in the Borough of Manhattan, The
 City of New York, New York, and agrees that service of process upon such
 agent, and written notice of said service to the Company or the Guarantor, as
 applicable, by the Person serving the same, shall be deemed in every respect
 effective service of process upon the Company or the Guarantor, as
 applicable, in any such suit, action or proceeding and further designate its
 domicile, the domicile of Puglisi & Associates specified above and any
 domicile Puglisi & Associates may have in the future as its domicile to
 receive any notice hereunder (including service of process). If for any
 reason Puglisi & Associates (or any successor agent for this purpose)
 shall cease to act as agent for service of process as provided above, the
 Company and the Guarantor will promptly appoint a successor agent for this
 purpose reasonably acceptable to the Trustee. The Company and the Guarantor
 agree to take any and all actions as may be necessary to maintain such
 designation and appointment of such agent in full force and effect.

 



          Each
of the Company and the Guarantor agrees, to the fullest extent that it may
effectively do so under applicable law, that (a) if for the purpose of
obtaining judgment in any court it is necessary to convert the sum due in
respect of the principal of, or premium of, or interest or other amount on the
2021 Notes (the “Required Currency”) into a currency in which a judgment
will be rendered (the “Judgment Currency”), the rate of exchange used
shall be the rate at which in accordance with normal banking procedures the
Trustee could purchase in The City of New York the requisite amount of the
Required Currency with the Judgment Currency on the New York Banking Day
preceding the day on which a final unappealable judgment is entered and (b) its
obligations under the Indenture to make payments in the Required Currency (i)
shall not be discharged or satisfied by any tender, or any recovery pursuant to
any judgment (whether or not entered in accordance with clause (a)), in any
currency other than the Required Currency, except to the extent that such
tender or recovery shall result in the actual receipt, by the payee, of the
full amount of the Required Currency expressed to be payable in respect of such
payments, (ii) shall be enforceable as an alternative or additional cause of
action for the purpose of recovering in the Required Currency the amount, if
any, by which such actual receipt shall fall short of the full amount of the
Required Currency so expressed to be payable and (iii) shall not be affected by
judgment being obtained for any other sum due under the Indenture. For purpose
of the foregoing, “New York Banking Day” means any day except a
Saturday, Sunday or a legal holiday in The City of New York or a day on which
banking institutions in The City of New York are authorized or obligated by
law, regulation or executive order to be closed.


          Section
4.6 Counterparts.


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


11





          Section
4.7 Ratification of Base Indenture.


          The
Base Indenture, as supplemented by this First Supplemental Indenture, is in all
respects ratified and confirmed, and this First Supplemental Indenture shall be
deemed part of the Base Indenture in the manner and to the extent herein and
therein provided.


          Section
4.8 Validity and Sufficiency.


          The
Trustee shall not be responsible in any manner whatsoever for or in respect of
the validity or sufficiency of this First Supplemental Indenture or for or in
respect of the recitals contained herein, all of which are made solely by the
Company and the Guarantor.


 [Remainder of page intentionally blank]


12





          IN
WITNESS WHEREOF, each party hereto has executed this First Supplemental
Indenture as of the day and year first before written.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 XL GROUP
 LTD.,

 
	
  

 	
 as Issuer

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/ SIMON D. RICH

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 	
 Simon D.
 Rich

 
	
  

 	
  

 	
 Title:

 	
 Director

 


13









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SIGNED AND
 DELIVERED AS A DEED FOR AND ON BEHALF OF

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 XL GROUP
 PUBLIC LIMITED COMPANY

 
	
  

 	
 as Guarantor

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 BY ITS
 LAWFULLY APPOINTED ATTORNEY

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
      /s/ SIMON D. RICH

 
	
  

 	

 


 
	
  

 	
 Name:

 	
 Simon D.
 Rich

 
	
  

 	
 Title: 

 	
 Senior Vice
 President & Global Tresasurer

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 IN THE
 PRESENCE OF

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Witness

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
      /s/ ROBERT HAWLEY

 
	
  

 	

 


 
	
  

 	
 Name:

 	
 Robert
 Hawley

 
	
  

 	
 Address:

 	
 XL House

 
	
  

 	
  

 	
 One
 Bermudiana Road

 
	
  

 	
  

 	
 Hamilton HM
 08, Bermuda

 


14









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 WELLS FARGO
 BANK, NATIONAL ASSOCIATION,

 
	
  

 	
 as Trustee

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/ RAYMOND DELLI COLLI

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 	
 Raymond
 Delli Colli

 
	
  

 	
  

 	
 Title:

 	
 Vice
 President

 


15





EXHIBIT A


FORM OF 2021 NOTE


[For Global
Notes, insert: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY,
THE GUARANTOR, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS
SECURITY FOR ALL PURPOSES, INCLUDING THE PAYMENT OF PRINCIPAL AND INTEREST.


UNLESS AND
UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES
REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE (I) BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR (II) BY A NOMINEE
OF THE DEPOSITARY OR THE DEPOSITARY TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITARY.]


[If the
Depository is The Depository Trust Company, insert: UNLESS THIS SECURITY IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55
WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT AND ANY SECURITY ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]


A-1









	
  

 	
  

 
	
  

 	
 No.

 
	
  

 	
 CUSIP No. 

 
	
  

 	
 $_______________

 


XL GROUP LTD.


5.75% SENIOR NOTES DUE 2021


          XL
GROUP LTD., an exempted limited company duly organized and existing under the
laws of the Cayman Islands (the “Company,” which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to __________________ the principal sum of
________________ United States dollars (U.S.$______________) [For Global Notes,
insert:, as such amount may be increased or decreased as set forth on the
Schedule of Increases or Decreases in Global Note annexed hereto,] on October
1, 2021 (such date is hereinafter referred to as the “Stated Maturity”),
and to pay interest thereon, from September 30, 2011, or from the most recent
Interest Payment Date (as defined below) to which interest has been paid or
duly provided for, at the rate of 5.75% per annum to, but excluding, the
relevant Interest Payment Date, until the Stated Maturity or early redemption.


          Interest
on this 2021 Note initially shall be payable semi-annually in arrears on April
1 and October 1 of each year (each, an “Interest Payment Date”),
commencing April 1, 2012 through and including the Stated Maturity or early
redemption. The interest 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 2021 Note (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the March 15 and September 15, respectively (whether
or not a Business Day) preceding the relevant Interest Payment Date.


          Any
such interest not so punctually paid or duly provided for will forthwith cease
to be payable to the Holder on such Regular Record Date and may be paid to the
Person in whose name this 2021 Note (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice of which shall be
given to Holders of the 2021 Notes not less than 10 days prior to such Special
Record Date and shall otherwise be payable, all as more fully provided in the
Indenture.


          Principal
of and the interest on the 2021 Notes will be payable at the Corporate Trust
Office, or, at the option of the Company, by check mailed to each Holder at its
address set forth in the Security Register; provided, however,
that if a Holder has given wire transfer instructions to the Company and the
Paying Agent and Security Registrar at least ten Business Days prior to the
applicable payment date, principal of and the interest on the 2021 Notes will
be payable by wire transfer of immediately available funds to the account
specified in such instructions.


A-2





          Interest
on the 2021 Notes will be computed on the basis of a 360-day year comprised of
twelve 30-day months. The amount of interest payable for any period shorter
than a full semi-annual period for which interest is computed will be computed
on the basis of the actual number of days elapsed in the 180-day period.


          Reference
is hereby made to the further provisions of this 2021 Note set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if fully set forth at this place.


          Unless
the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by the manual signature of one of its
authorized signatories, this 2021 Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


[Remainder of Page Intentionally Left Blank;
Signature Pages Follow]


A-3





          IN
WITNESS WHEREOF, the Company has caused this 2021 Note to be executed and
delivered as a deed.


	
  
 	
  
 	
  
 	
  
 
	
  
 	
 Dated:
 
	
  
 	
  
 
	
  
 	
 XL GROUP
 LTD.
 
	
  
 	
  
 
	
  
 	
 By:
 	
  
 	
  
 
	
  
 	
  
 	

 
 	
  
 
	
  
 	
  
 	
 Name:
 
	
  
 	
  
 	
 Title:
 
	
  
 	
  
 
	 	 
	 	 
	
  
 	
 By:
 	
  
 	
  
 
	
  
 	
  
 	

 
 	
  
 
	
  
 	
  
 	
 Name:
 
	
  
 	
  
 	
 Title:
 


A-4





TRUSTEE’S CERTIFICATE OF AUTHENTICATION


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


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Dated:

 
	
  

 	
  

 
	
  

 	
 WELLS FARGO
 BANK, NATIONAL ASSOCIATION,

 as Trustee

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Authorized
 Signatory

 


A-5





 [FORM OF REVERSE]


          This
2021 Note is one of a duly authorized issue of securities of the Company
designated as its “5.75% Senior Notes due 2021” (herein sometimes referred to
as the “2021 Notes”), initially limited in aggregate principal amount to
$400 million, issued under and pursuant to an Indenture, dated as of September
30, 2011 (the “Base Indenture”), duly executed and delivered by and
among the Company, as issuer, XL Group Public Limited Company, an Irish public
limited company, as guarantor (the “Guarantor”) and Wells Fargo Bank,
National Association, as trustee (the “Trustee”), as supplemented by the
First Supplemental Indenture, dated as of September 30, 2011 (the “First
Supplemental Indenture”), duly executed and delivered by and among the
Company, the Guarantor and the Trustee (such Base Indenture as amended and
supplemented by the First Supplemental Indenture, the “Indenture”), to
which the Indenture and all subsequent indentures supplemental thereto relating
to the 2021 Notes reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Guarantor, the Trustee and the Holders of the 2021 Notes and of the terms
upon which the 2021 Notes are, and are to be, authenticated and delivered.


          The
2021 Notes are issuable only in registered form without coupons, in
denominations of $2,000 and any integral multiple of $1,000 in excess thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, 2021 Notes so issued are exchangeable for a like aggregate principal
amount of 2021 Notes of a different authorized denomination, as requested by
the Holder surrendering the same.


          The
2021 Notes will be redeemable, in whole at any time or in part from time to
time, at the Company’s option, at a redemption price equal to the accrued and
unpaid interest on the principal amount of the 2021 Notes being redeemed to the
Redemption Date plus the greater of: (A) 100% of the principal amount of the
2021 Notes to be redeemed, and (B) the sum of the present values of the
remaining scheduled payments of principal and interest on the 2021 Notes to be
redeemed (not including any portion of such payments of interest accrued to the
Redemption Date) discounted to the Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate, plus 50 basis points, as provided in, and subject to the terms of, the
Indenture.


          If
a Tax Event occurs and is continuing, the Company may, at its option, redeem
the 2021 Notes in whole, but not in part, at any time at a redemption price
equal to 100% of the principal amount of the 2021 Notes, plus accrued and
unpaid interest, if any, to the Redemption Date and Additional Amounts, if any,
then due or that will become due on the Redemption Date as a result of the
redemption, as provided in, and subject to the terms of, the Indenture.


          No
sinking fund is provided for the 2021 Notes.


          The
2021 Notes shall constitute the senior, unsecured and unsubordinated
obligations of the Company and shall rank pari passu with all other unsecured and
unsubordinated indebtedness of the Company and the Guarantor from time to time
outstanding.


          In
the case of an Event of Default described in Section 5.01(5) or 5.01(6) of the
Indenture, all unpaid principal of and accrued interest and Additional Amounts
on the 2021 Notes then Outstanding shall be due and payable immediately without
any declaration or other act on the part of the Trustee or the Holders of any
2021 Notes. In the case of all other Events of Default, if any such Event of
Default shall occur and be continuing, the 


A-6





principal of
all of the 2021 Notes, together with accrued interest to the date of
declaration, may be declared due and payable in the manner and with the effect
provided in the Indenture.


          The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the Guarantor and the rights of the Holders of the Securities of each series to
be affected under the Indenture at any time by the Company, the Guarantor and
the Trustee with the written consent of the Holders of not less than a majority
in principal amount of the Securities at the time Outstanding and affected
thereby. The Indenture also contains, with certain exceptions as therein
provided, provisions permitting Holders of not less than a majority in
principal amount of the Securities of any series at the time Outstanding, on
behalf of the Holders of all the Securities of such series, to waive compliance
by the Company and the Guarantor with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this 2021 Note shall be conclusive and
binding upon such Holder and upon all future Holders of this 2021 Note and of
any 2021 Note issued in exchange herefor or in lieu hereof whether or not notation
of such consent or waiver is made upon this 2021 Note or such other 2021 Note.


          As
provided in and subject to the provisions of the Indenture, the Holder of this
2021 Note shall not have the right to institute any proceeding with respect to
the Indenture or for the appointment of a receiver or trustee or for any other
remedy thereunder, unless (i) such Holder shall have previously given the
Trustee written notice of a continuing Event of Default, (ii) the Holders of
not less than 25% in principal amount of the 2021 Notes that are Outstanding
shall have made a written request to the Trustee to institute proceedings in
respect of such Event of Default as Trustee and offered the Trustee indemnity
satisfactory to it, (iii) the Trustee shall have failed to institute any such
proceeding for 60 days after receipt of such notice, request and offer of
indemnity, and (iv) the Trustee shall not have received from the Holders of a
majority in principal amount of the 2021 Notes that are Outstanding a direction
inconsistent with such written request during such 60-day period. The foregoing
shall not apply to any suit instituted by any Holder of this 2021 Note for the
enforcement of any payment of principal hereof or any premium or interest
hereon on or after the respective due dates expressed herein.


          This
2021 Note is entitled to the benefit of the Guarantee set forth in Article XI
of the Indenture.


          No
reference herein to the Indenture and no provision of this 2021 Note or of the
Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this 2021 Note at the times, places and rate, and in the coin or
currency, herein prescribed.


          As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this 2021 Note is registrable on the Security Register upon
surrender of this 2021 Note for registration of transfer at the Corporate Trust
Office of the Trustee or at such other office or agency of the Company as may
be designated by it for such purpose in the Borough of Manhattan, The City of
New York (which shall initially be an office or agency of the Trustee), or at
such other offices or agencies as the Company may designate, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Security Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing, and thereupon one or more new 2021 Notes, of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees by the Security Registrar. No service
charge shall be made for any such 


A-7





registration
of transfer or exchange, but the Company may require payment of a sum
sufficient to recover any tax or other governmental charge payable in
connection therewith.


          Prior
to due presentation of this 2021 Note for registration of transfer, the
Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor
or the Trustee may treat the Person in whose name this 2021 Note is registered
as the owner thereof for all purposes, whether or not such 2021 Note be
overdue, and none of the Company, the Guarantor, the Trustee or any such agent
shall be affected by notice to the contrary.


          No
recourse for the payment of the principal of (and premium, if any on) or
interest on this 2021 Note and no recourse under or upon any obligation,
covenant or agreement of the Company or the Guarantor in the Indenture or any
indenture supplemental thereto or in any 2021 Note, or because of the creation
of any indebtedness represented thereby, shall be had against any incorporator,
stockholder, employee, agent, officer or director or subsidiary, as such, past,
present or future, of the Company, the Guarantor or of any successor entity
thereof, either directly or through the Company, the Guarantor or any successor
entity, whether by virtue of any constitution, statute or rule of law or by the
enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of consideration for the issue
hereof, expressly waived and released.


          [For
Global Notes, insert: This 2021 Note is a Global Note and is subject to the
provisions of the Indenture relating to Global Notes, including the limitations
in Section 2.03 of the Base Indenture on transfers and exchanges of Global
Notes.]


          THE
INDENTURE, THE GUARANTEE AND THIS 2021 NOTE SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO
PRINCIPLES OF CONFLICTS OF LAWS OF SUCH STATE.


          All
capitalized terms used in this 2021 Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.


A-8





ABBREVIATIONS


          The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 TEN COM

 	
 – as tenants
 in common

 	
  

 	
 UNIF GIFT
 MIN ACT –

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 (Cust)

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 TEN ENT

 	
 – as tenants
 by the entireties

 	
  

 	
 Custodian
 for:

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 (Minor)

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 JT TEN

 	
 – as joint
 tenants with rights of survivorship and not as tenants in common

 	
  

 	
 under
 Uniform Gifts to Minors Act of:

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 (State)

 



          Additional
abbreviations may also be used though not on the above list.


A-9





ASSIGNMENT


          FOR
VALUE RECEIVED, the undersigned assigns and transfers this 2021 Note to:


	
  

 
	

 


 
	
  

 
	

 


 
	
  

 
	

 


 
	
 (Insert assignee’s social security or tax identification number)

 
	
  

 
	

 


 
	
  

 
	

 


 
	
  

 
	

 


 
	
 (Insert address and zip code of assignee)

 



and
irrevocably appoint _______________ agent to transfer this 2021 Note on the
Security Register. The agent may substitute another to act for him or her.


Dated:


Signed:


Signature
Guarantee:


(Sign exactly
as your name appears on the other side of this 2021 Note)


Signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Registrar, which
requirements include membership or participation in the Security Transfer Agent
Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


A-10





[TO BE ATTACHED TO GLOBAL NOTES]


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
NOTE


          The
following increases or decreases in this Global Note have been made:


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Amount of Decrease

 in Stated Amount of

 the Global Note

 	
  

 	
 Amount of Increase

 in Stated Amount of

 the Global Note

 	
  

 	
 Stated Amount of

 the Global Note

 Following Such

 Decrease/Increase

 	
  

 	
 Signature of

 Authorized

 Signatory of Trustee

 	
  

 	
 Date

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	

  


 	
  

 	

  


 	
  

 	

  


 	
  

 	

  


 	
  

 	

  


 


A-11