c54473_ex4-2.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing




Exhibit 4.2


Purchase Contract Agreement



XL CAPITAL LTD AND THE BANK OF NEW YORK MELLON,



AS PURCHASE CONTRACT AGENT



PURCHASE CONTRACT AGREEMENT



Dated as of August 5, 2008









Table of Contents


					
	 	 	 	 	Page
	 	 	 	 	 
	ARTICLE I
	 	 	 	 	 
	DEFINITIONS AND OTHER
    PROVISIONS OF GENERAL APPLICATION
	 	 	 	 	 
	
SECTION 1.1	 	
Definitions	 	
1
	
SECTION 1.2	 	
Compliance Certificates and Opinions	 	
14
	
SECTION 1.3	 	
Form of Documents Delivered to Purchase Contract Agent	 	
15
	
SECTION 1.4	 	
Acts of Holders; Record Dates	 	
15
	
SECTION 1.5	 	
Notices	 	
17
	
SECTION 1.6	 	
Notice to Holders; Waiver	 	
17
	
SECTION 1.7	 	
Effect of Headings and Table of Contents	 	
18
	
SECTION 1.8	 	
Successors and Assigns	 	
18
	
SECTION 1.9	 	
Separability Clause	 	
18
	
SECTION 1.10	 	
Benefits of Agreement	 	
18
	
SECTION 1.11	 	
Governing Law	 	
18
	
SECTION 1.12	 	
Judgment Currency	 	
19
	
SECTION 1.13	 	
Legal Holidays	 	
19
	
SECTION 1.14	 	
Counterparts	 	
20
	
SECTION 1.15	 	
Inspection of Agreement	 	
20
	
SECTION 1.16	 	
Appointment of Financial Institution as Purchase Contract Agent for	 	 
	 	 	
the Company	 	
20
	
SECTION 1.17	 	
No Waiver	 	
20
	
SECTION 1.18	 	
Waiver of Jury Trial	 	
20
	 	 	 	 	 
	 ARTICLE II  
	 	 	 	 	 
	 CERTIFICATE FORMS  
	 	 	 	 	 
	
SECTION 2.1	 	
Forms of Certificates Generally	 	
20
	
SECTION 2.2	 	
Form of Purchase Contract Agent's Certificate of Authentication	 	
22
	 	 	 	 	 
	 ARTICLE III  
	 	 	 	 	 
	 THE UNITS
	 	 	 	 	 
	
SECTION 3.1	 	
Number of Units; Denominations	 	
22
	
SECTION 3.2	 	
Rights and Obligations Evidenced by the Certificates	 	
22
	
SECTION 3.3	 	
Execution, Authentication, Delivery and Dating	 	
23
	
SECTION 3.4	 	
Temporary Certificates	 	
24
	
SECTION 3.5	 	
Registration; Registration of Transfer and Exchange	 	
24
	
SECTION 3.6	 	
Book-Entry Interests	 	
26
	
SECTION 3.7	 	
Notices to Holders	 	
26
	
SECTION 3.8	 	
Appointment of Successor Clearing Agency	 	
27





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SECTION 3.9	 	 Definitive Certificates	 	
27
	
SECTION 3.10	 	Mutilated, Destroyed, Lost
    and Stolen Certificates	 	
27
	
SECTION 3.11	 	Persons Deemed Owners	 	
28
	
SECTION 3.12	 	Cancellation	 	
29
	
SECTION 3.13	 	Establishment of Stripped
    Units	 	
29
	
SECTION 3.14	 	Reestablishment of Normal
    Units	 	
31
	
SECTION 3.15	 	Transfer of Collateral upon
    Occurrence of Termination Event	 	
32
	
SECTION 3.16	 	No Consent to Assumption	 	
32
	
SECTION 3.17	 	CUSIP Numbers	 	
33
	
SECTION 3.18	 	Currency of Payments	 	
33
	 
	
ARTICLE IV

	 
	
THE NOTES

	 
	
SECTION 4.1	 	 Payment of Interest; Rights to Interest Payments Preserved	 	
33
	
SECTION 4.2	 	Notice and Voting	 	
34
	
SECTION 4.3	 	Special Event Redemption	 	
34
	 
	
ARTICLE V

	 
	
THE PURCHASE CONTRACTS; THE REMARKETING

	 
	
SECTION 5.1	 	Purchase of Ordinary Shares	 	
35
	
SECTION 5.2	 	Contract Adjustment Payments	 	
37
	
SECTION 5.3	 	Deferral of Contract Adjustment
    Payments	 	
42
	
SECTION 5.4	 	Payment of Purchase Price;
    Remarketing	 	
44
	
SECTION 5.5	 	Issuance of Ordinary Shares	 	
48
	
SECTION 5.6	 	Adjustment of Settlement Rate	 	
48
	
SECTION 5.7	 	Notice of Adjustments and
    Certain Other Events	 	
59
	
SECTION 5.8	 	Termination Event; Notice	 	
59
	
SECTION 5.9	 	Early Settlement	 	
60
	
SECTION 5.10	 	Charges and Taxes	 	
61
	
SECTION 5.11	 	No Fractional Shares	 	
62
	 
	
ARTICLE VI

	 
	
REMEDIES

	 
	
SECTION 6.1	 	Unconditional Right of Holders
    To Receive Purchase Contract	 	 
	 	 	Adjustment Payments and Purchase
    Ordinary Shares	 	
62
	
SECTION 6.2	 	Restoration of Rights and
    Remedies	 	
62
	
SECTION 6.3	 	Rights and Remedies Cumulative	 	
63
	
SECTION 6.4	 	Delay or Omission Not Waiver	 	
63
	
SECTION 6.5	 	Undertaking for Costs	 	
63
	
SECTION 6.6	 	Waiver of Stay or Extension
    Laws	 	
63




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	ARTICLE VII
	 	 	 	 	 
	THE PURCHASE CONTRACT
    AGENT 
	 	 	 	 	 
	
SECTION 7.1	 	Certain Duties and Responsibilities	 	
64
	
SECTION 7.2	 	Notice of Default	 	
65
	
SECTION 7.3	 	Certain Rights of Purchase
    Contract Agent	 	
65
	
SECTION 7.4	 	Not Responsible for Recitals
    or Issuance of Units	 	
66
	
SECTION 7.5	 	May Hold Units	 	
67
	
SECTION 7.6	 	Money Held in Custody	 	
67
	
SECTION 7.7	 	Compensation and Reimbursement	 	
67
	
SECTION 7.8	 	Corporate Purchase Contract Agent Required; Eligibility	 	
68
	
SECTION 7.9	 	Resignation and Removal; Appointment of Successor	 	
68
	
SECTION 7.10	 	Acceptance of Appointment by Successor	 	
70
	
SECTION 7.11	 	Merger, Conversion, Consolidation or Succession to Business	 	
70
	
SECTION 7.12	 	Preservation of Information	 	
70
	
SECTION 7.13	 	No Obligations of Purchase Contract Agent	 	
70
	
SECTION 7.14	 	Tax Compliance	 	
71
	 
	
ARTICLE VIII
	 
	
SUPPLEMENTAL AGREEMENTS
	 
	
SECTION 8.1	 	Supplemental Agreements Without Consent of Holders	 	
71
	
SECTION 8.2	 	Supplemental Agreements with Consent of Holders	 	
72
	
SECTION 8.3	 	Execution of Supplemental Agreements	 	
73
	
SECTION 8.4	 	Effect of Supplemental Agreements	 	
73
	
SECTION 8.5	 	Reference to Supplemental Agreements	 	
73
	 
	
ARTICLE IX
	 
	
CONSOLIDATION, MERGER, SALE OR CONVEYANCE
	 
	
SECTION 9.1	 	Covenant Not to Merge, Consolidate, Sell or Convey Property Except	 	 
	 	 	Under Certain Conditions	 	
73
	
SECTION 9.2	 	Rights and Duties of Successor Corporation	 	
74
	
SECTION 9.3	 	Opinion of Counsel Given to Purchase Contract Agent	 	
74
	 
	
ARTICLE X
	 
	
COVENANTS
	 
	
SECTION 10.1	 	Performance Under Purchase Contracts	 	
75
	
SECTION 10.2	 	Maintenance of Office or Agency	 	
75
	
SECTION 10.3	 	Company To Reserve Ordinary Shares	 	
75
	
SECTION 10.4	 	Covenants as to Ordinary Shares	 	
75
	
SECTION 10.5	 	Statements of Officer of the Company as to Default	 	
76





iii








					
	
SECTION 10.6	 	Listing	 	
76
	
SECTION 10.7	 	Registration Statement	 	
76
	
SECTION 10.8	 	Securities Contract	 	
76
	
SECTION 10.9	 	Payment to Holders of Units
    on the Stock Purchase Date	 	
76
	
SECTION 10.10	 	Consent to Treatment for Tax
    Purposes	 	
76
	 	 	 	 	 
	 	 	 	 	 
	
EXHIBITS	 	 	 	 
	 	 	 	 	 
	
EXHIBIT A	 	
Form of Normal Units Certificate	 	 
	
EXHIBIT B	 	
Form of Stripped Units Certificate	 	 
	
EXHIBIT C	 	
Instruction from Purchase Contract Agent to Collateral Agent	 	 
	
EXHIBIT D	 	
Instruction to Purchase Contract Agent	 	 
	
EXHIBIT E	 	
Notice to Settle by Separate Cash	 	 





iv









     PURCHASE CONTRACT AGREEMENT, dated as of August 5, 2008, between XL Capital Ltd, a Cayman Island exempted limited company (the “Company”),
and The Bank of New York Mellon, a New York banking corporation, acting as purchase contract agent and attorney-in-fact for the Holders of Units from time to time (the “Purchase Contract Agent”).


RECITALS


     The Company has duly authorized the execution and delivery of this Agreement and the Certificates evidencing the Units.


     All things necessary to make the Purchase Contracts, when the Certificates are executed by the Company and authenticated, executed on behalf of the Holders and delivered by the Purchase Contract
Agent, as provided in this Agreement, the valid and legally binding obligations of the Company, and to constitute this Agreement a valid and legally binding agreement of the Company, in accordance with its terms, have been done.


WITNESSETH:


     For and in consideration of the premises and the purchase of the Units by the Holders thereof, it is mutually agreed as follows:


ARTICLE I


DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


     SECTION 1.1 Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless
the context otherwise requires:


          (a) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular, and
nouns and pronouns of the masculine gender include the feminine and neuter genders;


          (b) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting
principles in the United States;


          (c) the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular
Article, Section or other subdivision; and


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


     “Accounting Redemption Event” means the receipt at any time prior to the earlier of the date of any successful remarketing of the Notes
pursuant to the provisions of Section 5.4 and the Stock Purchase Date by the audit committee of the Board of Directors of a written report in accordance with Statement on Auditing Standards (“SAS”) No. 97, "Amendment to Statement on Auditing Standards No. 50, Reports on the Application of Accounting Principles," from the Company's independent auditors, provided at the request of the management of the Company, to









the effect that, as a result of a change in accounting rules or interpretations thereof applicable to the Company after July 29, 2008, the Company must either (a) account for the Purchase Contracts as derivatives under Statement
of Financial Accounting Standards (“FAS”) No. 133, "Accounting for Derivatives and Hedging Activities" (or any successor accounting standard) or (b) account for the Units using the
if-converted method under FAS No. 128, "Earnings Per Share" (or any successor accounting standard), and that such accounting treatment will cease to apply upon redemption of the Notes.


     “Accounting Settlement Rate Event” means the receipt at any time prior to the earlier of the date of any successful remarketing of the Notes
pursuant to the provisions of Section 5.4 and the Stock Purchase Date by the audit committee of the Board of Directors of a written report in accordance with SAS No. 97, "Amendment to SAS No. 50, Reports on the Application of Accounting Principles,"
from the Company's independent auditors, provided at the request of the management of the Company, to the effect that, as a result of a change in accounting rules or interpretations thereof applicable to the Company after July 29, 2008, the Company
must either (a) account for the Purchase Contracts as derivatives under FAS No. 133, "Accounting for Derivatives and Hedging Activities" (or any successor accounting standard) or (b) account for the Units using the if-converted method under FAS No.
128, "Earnings Per Share" (or any successor accounting standard), and that such accounting treatment will cease to apply upon the fixing of the Settlement Rate on the Purchase Contracts.


     “Act” when used with respect to any Holder, has the meaning specified in Section 1.4(a) .


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


     “Agreement” means this agreement as originally executed or as it may from time to time be supplemented or amended by one or more agreements
supplemental hereto entered into pursuant to the applicable provisions hereof.


     “Applicable Market Value” has the meaning specified in Section 5.1(c) .


     “Bankruptcy Code” means Title 11 of the United States Code, or any other law of the United States that from time to time provides a uniform
system of bankruptcy laws.


     “Bankruptcy Law” means (i) the Bankruptcy Code or (ii) any and all relevant provisions of the Cayman Islands Companies Law (2007 Revision),
or any successor thereto, relating to the winding up or liquidation of the Company (including without limitation in the circumstances set out in Section 95 of the Cayman Islands Companies Law).


     “Beneficial Owner” means, with respect to a Book-Entry Interest, a Person who is the beneficial owner of such Book-Entry Interest as
reflected on the books of the Clearing Agency or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such
Clearing Agency).


2









     “Board of Directors” means either the Board of Directors of the Company or the executive committee of such Board of Directors or any other
committee of such Board of Directors duly authorized to act generally or in any particular respect for the Board of Directors hereunder.


     “Board Resolution” means (i) a copy of a resolution certified by the Secretary or the 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, (ii) a copy of a unanimous written consent of the Board of Directors or (iii) a certificate signed by the authorized officer or officers to whom
the Board of Directors has delegated its authority and, in each case, delivered to the Purchase Contract Agent.


     “Book-Entry Interest” means a beneficial interest in a Global Certificate, ownership and transfers of which shall be maintained and made
through book entries by a Clearing Agency as described in Section 3.6.


     “Business Day” means any day other than a Saturday, Sunday or other day in the City of New York, in Bermuda or in any Place of Payment on
which banking institutions are authorized by law or regulations to close.


     “Capital Stock” means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated, whether voting or non-voting) corporate stock or similar interests in other types of entities.


     “Cash Consideration” has the meaning set forth in Section 5.4(b)(iv) .


     “Cash Settlement” has the meaning set forth in Section 5.4(a) .


     “Certificate” means a Normal Units Certificate or a Stripped Units Certificate.


     “Clearing Agency” means an organization registered as a "clearing agency" pursuant to Section 17A of the Exchange Act that is acting as a
depositary for the Units and in whose name, or in the name of a nominee of that organization, shall be registered a Global Certificate and which shall undertake to effect book-entry transfers and pledges of the Units.


     “Clearing Agency Participant” means a broker, dealer, bank, trust company, clearing corporation, other financial institution or other Person
for whom from time to time the Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.


     “Closing Price” has the meaning set forth in Section 5.1(c) .


     “Collateral” has the meaning set forth in Section 2.1(a) of the Pledge Agreement.


     “Collateral Agent” means The Bank of New York Mellon, a New York banking corporation, as Collateral Agent under the Pledge Agreement until a
successor Collateral Agent shall have become such pursuant to the applicable provisions of the Pledge Agreement, and thereafter "Collateral Agent" shall mean the Person who is then the Collateral Agent thereunder.


3









     “Collateral Substitution” has the meaning set forth in Section 3.13(a) .


     “Commission” means the Securities and Exchange Commission.


     “Company” means the Person named as the "Company" in the first paragraph of this Agreement until a successor shall have become such pursuant
to the applicable provisions of this Agreement, and thereafter "Company" shall mean such successor.


     “Constituent Person” has the meaning set forth in Section 5.6(b)(i) .


     “Contract Adjustment Payments” means, in the case of Normal Units and Stripped Units, the amount payable on each Payment Date by the Company
in respect of each Purchase Contract constituting a part of such Unit, which amount shall be equal to 2.5% per year of the Stated Amount, in each case computed (i) for any full quarterly period, on the basis of a 360-day year of twelve 30-day months
and (ii) for any period shorter than a full quarterly period, on the basis of a 30-day month, and for periods of less than a month, on the basis of the actual number of days elapsed per 30-day month, plus any Deferred Contract Adjustment Payments
accrued pursuant to Section 5.3.


     “Corporate Trust Office” means the corporate trust office of the Purchase Contract Agent at which, at any particular time, its corporate
trust business shall be principally administered, which office at the date hereof is located at 101 Barclay Street, Floor 8W, New York, New York 10286, Attention: Corporate Trust Administration.


     “Coupon Rate” means the percentage rate per annum at which each Note will bear interest initially.


     “Current Market Price” has the meaning set forth in Section 5.6(a)(9) .


     “Custodial Agent” means The Bank of New York Mellon, a New York banking corporation, as Custodial Agent under the Pledge Agreement until a
successor Custodial Agent shall have become such pursuant to the applicable provisions of the Pledge Agreement, and thereafter "Custodial Agent" shall mean the Person who is then the Custodial Agent thereunder.


     “Default” means a default by the Company in any of its obligations under this Agreement.


     “Deferred Contract Adjustment Payments” has the meaning set forth in Section 5.3(a) .


     “Depositary” means, initially, DTC, until another Clearing Agency becomes its successor, and thereafter "Depositary" shall mean such
successor.


     “DTC” means The Depository Trust Company, the initial Clearing Agency.


     “Early Settlement” has the meaning set forth in Section 5.9(a) .


     “Early Settlement Amount” has the meaning set forth in Section 5.9(a) .


4









     “Early Settlement Date” has the meaning set forth in Section 5.9(a) .


     “Early Settlement Rate” has the meaning set forth in Section 5.9(b) .


     “Exchange Act” means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time, and
the rules and regulations promulgated thereunder.


     “Expiration Date” has the meaning set forth in Section 1.4(f) .


     “Expiration Time” has the meaning set forth in Section 5.6(a)(5) .


     “Fifth Supplemental Indenture” means the Fifth Supplemental Indenture, dated as of August 5, 2008, to the Indenture between the Company and
the Trustee pursuant to which the Notes are to be issued.


     “Fixed Settlement Rates” means the Minimum Settlement Rate and the Maximum Settlement Rate.


     “Fundamental Change” means the occurrence of any of the following:


(i) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act has become the direct or indirect “beneficial owner,” as
defined in Rule 13d-3 under the Exchange Act, of Voting Stock representing more than 50% of the total voting power of all outstanding Voting Stock of the Company (other than in connection with a consolidation, merger or other transaction described
in clause (ii) below, in which case clause (ii) shall apply); or


(ii) the Company is involved in a consolidation with or merger into any other Person, or any merger of another Person into the Company, or any transaction or series of
related transactions (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding Ordinary Shares), in each case in which 90% or more of the Ordinary Shares are exchanged for or converted
into securities, cash or other property, 10% or more of which consists of securities, cash or other property that is not (or will not be immediately upon the effectiveness of such consolidation, merger or transaction) common stock listed on the
NYSE, the NASDAQ Global Select Market or the NASDAQ Global Market; or


(iii) the Ordinary Shares (or other common stock that is then the subject of the Purchase Contracts) cease to be listed or quoted on the NYSE, the NASDAQ Global Select
Market or the NASDAQ Global Market (other than in connection with a consolidation, merger or other transaction described in clause (ii) above, in which case clause (ii) shall apply); or


5









          (iv) the Company’s shareholders vote for the Company’s liquidation, dissolution or termination.


     “Fundamental Change Early Settlement” has the meaning set forth in Section 5.6(b)(ii) .


     “Fundamental Change Early Settlement Date” has the meaning set forth in Section 5.6(b)(ii) .


     “Fundamental Change Early Settlement Rate” has the meaning set forth in Section 5.6(b)(ii) .


     “Global Certificate” means a Certificate that evidences all or part of the Units and is registered in the name of a Depositary or a nominee
thereof.


     “Holder” means the Person in whose name the Unit evidenced by a Normal Units Certificate and/or a Stripped Units Certificate is registered in
the related Normal Units Register and/or the Stripped Units Register, as the case may be.


     “Indenture” means the Indenture, dated as of June 2, 2004, between the Company and the Trustee, formerly known as The Bank of New York, as
supplemented by the Fifth Supplemental Indenture, pursuant to which the Notes are to be issued, as originally executed and delivered and as it may from time to time be supplemented or amended from time to time.


     “Issuer Order” or “Issuer Request” means a written order or request signed in the
name of the Company by the Chief Executive Officer, the Chief Financial Officer, the President, any Vice-President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary (or other officer performing similar functions) of
the Company and delivered to the Purchase Contract Agent.


     “Last Failed Remarketing” has the meaning set forth in Section 5.4(b)(ii) .


     “Maximum Settlement Rate” has the meaning set forth in Section 5.1.


     “Minimum Settlement Rate” has the meaning set forth in Section 5.1.


     “Non-electing Share” has the meaning set forth in Section 5.6(b)(i) .


     “Normal Unit” means the collective rights and obligations of a Holder of a Normal Units Certificate in respect of a 1/40 undivided beneficial
interest in a Note in the original principal amount of $1,000 or the Treasury Consideration, as the case may be, subject in each case to the Pledge thereof, and the related Purchase Contract.


     “Normal Units Certificate” means a certificate evidencing the rights and obligations of a Holder in respect of the number of Normal Units set
forth on such certificate, substantially in the form of Exhibit A hereto.


6









     “Normal Units Register” and “Normal Units Registrar” have the respective meanings
set forth in Section 3.5(a) .


     “Notes” means the 8.25% Senior Notes due 2021 of the Company issued under the Indenture.


     “NYSE” has the meaning set forth in Section 5.1(c) .


     “Officers' Certificate” means a certificate signed by the Chief Executive Officer, the Chief Financial Officer, the President or any
Vice-President, and by the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary (or other officer performing similar functions) of the Company and delivered to the Purchase Contract Agent.


     “Opt-Out” has the meaning set forth in Section 5.4(b)(iv) .


     “Opinion of Counsel” means an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Company or an Affiliate
of the Company.


     “Ordinary Shares” means the Class A Ordinary Shares, par value $0.01 per share, of the Company.


     “Outstanding Units” means, as of the date of determination, all Normal Units or Stripped Units evidenced by Certificates theretofore
authenticated, executed and delivered under this Agreement, except:


(i) If a Termination Event has occurred, (A) Stripped Units for which the related Treasury Securities have been theretofore deposited with the
Purchase Contract Agent in trust for the Holders of such Stripped Units and (B) Normal Units for which the related Notes or the Treasury Consideration, as the case may be, has been theretofore deposited with the Purchase Contract Agent in trust for
the Holders of such Normal Units;


(ii) Normal Units and Stripped Units evidenced by Certificates theretofore cancelled by the Purchase Contract Agent or delivered to the
Purchase Contract Agent for cancellation or deemed cancelled pursuant to the provisions of this Agreement; and


(iii) Normal Units and Stripped Units evidenced by Certificates in exchange for or in lieu of which other Certificates have been authenticated,
executed on behalf of the Holder and delivered pursuant to this Agreement, other than any such Certificate in respect of which there shall have been presented to the Purchase Contract Agent proof satisfactory to it that such Certificate is held by a
protected purchaser in whose hands the Normal Units or Stripped Units evidenced by such Certificate are valid and legally binding obligations of the Company;


provided that, in determining whether the Holders of the requisite number of the Normal Units or Stripped Units have given any request, demand, authorization, direction, notice, consent or



7









waiver hereunder, Normal Units or Stripped Units owned by the Company or any Affiliate of the Company shall be disregarded and deemed not to be outstanding, except that, in determining whether the Purchase Contract Agent shall be
protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Normal Units or Stripped Units which a Responsible Officer of the Purchase Contract Agent knows to be so owned shall be so disregarded.
Normal Units or Stripped Units so owned which have been pledged in good faith may be regarded as Outstanding Units if the pledgee establishes to the satisfaction of the Purchase Contract Agent the pledgee's right so to act with respect to such
Normal Units or Stripped Units and that the pledgee is not the Company or any Affiliate of the Company.


     “Payment Date” means each February 15, May 15, August 15 and November 15, commencing November 15, 2008 and ending on August 15, 2011.



     “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.


     “Pledge” has the meaning set forth in Section 2.1(c) of the Pledge Agreement.


     “Pledge Agreement” means the Pledge Agreement, dated as of the date hereof, by and among the Company, the Collateral Agent, the Custodial
Agent, the Securities Intermediary and the Purchase Contract Agent, on its own behalf and as attorney-in-fact for the Holders from time to time of the Units.


     “Pledged Notes” has the meaning set forth in Section 2.1(c) of the Pledge Agreement.


     “Pledged Treasury Consideration” has the meaning set forth in Section 2.1(c) of the Pledge Agreement.


     “Pledged Treasury Securities” has the meaning set forth in Section 2.1(c) of the Pledge Agreement.


     “Predecessor Certificate” means a Predecessor Normal Units Certificate or a Predecessor Stripped Units Certificate.


     “Predecessor Normal Units Certificate” of any particular Normal Units Certificate means every previous Normal Units Certificate evidencing
all or a portion of the rights and obligations of the Company and the Holder under the Normal Units evidenced thereby; and, for the purposes of this definition, any Normal Units Certificate authenticated and delivered under Section 3.10 in exchange
for or in lieu of a mutilated, destroyed, lost or stolen Normal Units Certificate shall be deemed to evidence the same rights and obligations of the Company and the Holder as the mutilated, destroyed, lost or stolen Normal Units Certificate.



     “Predecessor Stripped Units Certificate” of any particular Stripped Units Certificate means every previous Stripped Units Certificate
evidencing all or a portion of the rights and obligations of the Company and the Holder under the Stripped Units evidenced thereby; and, for the purposes of this definition, any Stripped Units Certificate authenticated and


8









delivered under Section 3.10 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Stripped Units Certificate shall be deemed to evidence the same rights and obligations of the Company and the Holder as the
mutilated, destroyed, lost or stolen Stripped Units Certificate.


     “Prospectus” means the prospectus relating to the delivery of shares or any other securities in connection with an Early Settlement or a
Fundamental Change Early Settlement, in the form in which first filed, or transmitted for filing, with the Commission after the effective date of the Registration Statement pursuant to Rule 424(b) under the Securities Act, including the documents
incorporated by reference therein as of the date of such Prospectus.


     “Purchase Contract," when used with respect to any Unit, means the contract forming a part of such Unit and obligating the Company to issue
and sell and the Holder of such Unit to purchase Ordinary Shares on the terms and subject to the conditions set forth in Article V.


     “Purchase Contract Agent” means the Person named as the "Purchase Contract Agent" in the first paragraph of this Agreement until a successor
Purchase Contract Agent shall have become such pursuant to the applicable provisions of this Agreement, and thereafter "Purchase Contract Agent" shall mean such Person.


     “Purchase Contract Settlement Fund” has the meaning set forth in Section 5.5.


     “Purchase Price” has the meaning set forth in Section 5.1(a) .


     “Purchased Shares” has the meaning set forth in Section 5.6(a)(5) .


     “Quotation Agent” means Goldman, Sachs & Co. or any of its successors or any other primary U.S. government securities dealer in New York
City selected by the Company from time to time.


     “Record Date” for the payment of a distribution payable on any Payment Date means, the 15th calendar day preceding such Payment Date.



     “Redemption Price” means, for each Note, whether or not included in a Normal Unit, (a) the greater of the principal amount of such Note and
(b) the product of (i) the principal amount of such Note and (ii) a fraction whose numerator is the applicable Treasury Portfolio Purchase Price and whose denominator is the applicable Special Event Redemption Principal Amount.


     “Register” means the Normal Units Register and the Stripped Units Register, as applicable.


     “Registrar” means the Normal Units Registrar and the Stripped Units Registrar, as applicable.


     “Registration Statement” means a registration statement under the Securities Act prepared by the Company covering, inter alia, the delivery
by the Company of any securities in connection with an Early Settlement on the Early Settlement Date or a Fundamental Change Early Settlement of Purchase Contracts on the Fundamental Change Early Settlement Date,


9









including all exhibits thereto and the documents incorporated by reference in the prospectus contained in such registration statement, and any post-effective amendments thereto.


     “Remarketing Agent” has the meaning set forth in Section 5.4(b)(i) .


     “Remarketing Agreement” means the Remarketing Agreement to be entered into by and among the Company, the Remarketing Agent and the Purchase
Contract Agent.


     “Remarketing Date” means the ninth Business Day before the Stock Purchase Date, which shall be August 2, 2011.


     “Remarketing Fee” has the meaning set forth in Section 5.4(b)(i) .


     “Remarketing Notice” has the meaning set forth in Section 5.4(b)(i) .


     “Remarketing Period” means the seven Business Day period beginning on the Remarketing Date and ending on the third Business Day preceding the
Stock Purchase Date.


     “Remarketing Rate” means the percentage rate per year at which each Note will bear interest on and following the Reset Date.


     “Remarketing Value” means, with respect to any Note, the principal amount of such Note.


     “Reorganization Event” has the meaning set forth in Section 5.6(b)(i) .


     “Reset Date” means the date following the Remarketing Date or a Subsequent Remarketing Date, as applicable, on which the trades in a
successful remarketing of the Notes, pursuant to the provisions of Section 5.4, settle. Notwithstanding whether a successful remarketing occurs on the Remarketing Date or on a Subsequent Remarketing Date, the settlement date for such remarketing, if
successful, shall be on the Stock Purchase Date; provided that the Company with the consent of the Remarketing Agent and the Purchase Contract Agent shall have the option to provide for a
settlement date of a successful remarketing that is earlier than the Stock Purchase Date so long as the Company shall pay on the Stock Purchase Date to the Holders of the Normal Units and the Separate Notes payment on the Notes for the period from
and including the Payment Date immediately preceding the Stock Purchase Date to but excluding the Stock Purchase Date at the Coupon Rate.


     “Responsible Officer” means, when used with respect to the Purchase Contract Agent, any officer within the corporate trust department of the
Purchase Contract Agent (or any successor of the Purchase Contract Agent), including any Vice-President, any assistant Vice-President, the treasurer, any assistant treasurer, any trust officer, any senior trust officer or any other officer of the
Purchase Contract Agent who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person's knowledge of and
familiarity with the particular subject and who, in each of the above cases, shall have direct responsibility for the administration of this Agreement.


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     “Securities Intermediary” means The Bank of New York Mellon, a New York banking corporation, in its capacity as Securities Intermediary under
the Pledge Agreement, together with its successors in such capacity.


     “Senior Indebtedness” means indebtedness of any kind of the Company unless the instrument under which such indebtedness is incurred expressly
provides that it is in parity or subordinate in right of payment to the Contract Adjustment Payments.


     “Separate Notes” has the meaning set forth in the Pledge Agreement.


     “Settlement Date” means any Early Settlement Date or Fundamental Change Early Settlement Date or the Stock Purchase Date.


     “Settlement Rate” has the meaning set forth in Section 5.1(a) .


     “Special Event” means either an Accounting Redemption Event or a Tax Event.


     “Special Event Redemption” means, if a Special Event shall occur and be continuing, the redemption of the Notes, at the option of the
Company, in whole but not in part, on not less than 30 days' nor more than 60 days' prior written notice.


     “Special Event Redemption Date” means the date upon which a Special Event Redemption is to occur.


     “Special Event Redemption Principal Amount” means (i) in the case of a Special Event Redemption Date occurring prior to a successful
remarketing of the Notes pursuant to the provisions of Section 5.4, the aggregate principal amount of Notes included in Normal Units outstanding on such date, and (ii) in the case of a Special Event Redemption Date occurring after either a
successful remarketing of the Notes pursuant to the provisions of Section 5.4 or the Stock Purchase Date, the aggregate principal amount of the Notes outstanding on such date.


     “Stated Amount” means, with respect to any one Normal Unit or Stripped Unit, $25, and, with respect to any one Note, $1,000.



     “Stock Purchase Date” means August 15, 2011.


     “Stripped Unit” means the collective rights and obligations of a Holder of a Stripped Units Certificate in respect of a 1/40 undivided
beneficial interest in a Treasury Security or, in the case of an Opt-Out, the Cash Consideration, subject to the Pledge thereof, and the related Purchase Contract.


     “Stripped Units Certificate” means a certificate evidencing the rights and obligations of a Holder in respect of the number of Stripped Units
specified on such certificate, substantially in the form of Exhibit B hereto.


     “Stripped Units Register” and “Stripped Units Registrar” have the respective
meanings set forth in Section 3.5(a) .


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     “Subsequent Remarketing Date” has the meaning set forth in Section 5.4(b)(ii) .


     “Tax Event” has the meaning set forth in Exhibit A of the Fifth Supplemental Indenture.


     “Termination Date” means the date, if any, on which a Termination Event occurs.


     “Termination Event” means the occurrence of any of the following events:


(i) at any time on or prior to the Stock Purchase Date, a judgment, decree or court order shall have been entered granting relief under any Bankruptcy Law or any other similar foreign, federal or
state law, adjudicating the Company to be insolvent, or approving as properly filed a petition seeking reorganization or liquidation of the Company, and, unless such judgment, decree or order shall have been entered within 60 days prior to the Stock
Purchase Date, such decree or order shall have continued undischarged and unstayed for a period of 60 days;


(ii) except under Cayman Islands law, at any time on or prior to the Stock Purchase Date, a judgment, decree or court order for the appointment
of a custodian, receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Company or of its property substantially in its entirety, or for the winding up or liquidation of its affairs, shall have been entered, and, unless such
judgment, decree or order shall have been entered within 60 days prior to the Stock Purchase Date, such judgment, decree or order shall have continued undischarged and unstayed for a period of 60 days; or


(iii) at any time on or prior to the Stock Purchase Date, the Company, a member of the Company or a creditor shall file a petition for relief
under any Bankruptcy Law or any other foreign, federal or state law substantially similar to any Bankruptcy Law, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking
reorganization or liquidation under any Bankruptcy Law or any other similar foreign, federal or state law, or shall consent to the filing of any such petition, or shall consent to the appointment of a custodian, receiver or liquidator or trustee or
assignee in bankruptcy or insolvency of it or of its property substantially in its entirety, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due; or



(iv) at any time on or prior to the Stock Purchase Date, a judgment, decree or court order for the appointment of a receiver or liquidator or
trustee or assignee or provisional liquidator in bankruptcy or insolvency of the Company or of its property under any Bankruptcy Law of the Cayman Islands, or for the termination or liquidation of the affairs of the Company on its bankruptcy or
insolvency or for the reorganization of the Company's affairs, shall have been entered and if such judgment, decree or order shall have been entered more than


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60 days prior to the Stock Purchase Date, such judgment, decree or order shall have continued undischarged and unstayed for a period of 60 days.


     “Threshold Appreciation Price” has the meaning set forth in Section 5.1(a)(i) .


     “TIA” means the Trust Indenture Act of 1939, and any statute successor thereto, in each case as amended from time to time, and the rules and
regulations promulgated thereunder.


     “Trading Day” has the meaning set forth in Section 5.1(c) .


     “Treasury Consideration” means, as the context requires, (i) with respect to a Normal Unit, (A) a 1/40, or 2.5%, undivided beneficial
ownership interest in a $1,000 principal or interest amount of a principal or interest strip in a U.S. Treasury security included in the Treasury Portfolio which matures on or prior to the Stock Purchase Date and (B) for each scheduled interest
Payment Date on the Notes that occurs after the Special Event Redemption Date and on or before the Stock Purchase Date, a 0.0515625% undivided beneficial ownership interest in a $1,000 principal or interest amount of a principal or interest
strip in a U.S. Treasury security included in the Treasury Portfolio that matures on or prior to that interest Payment Date or (ii) with respect to any number of Normal Units greater than one, (A) an equal number of 1/40, or 2.5%, undivided
beneficial ownership interests in a $1,000 principal or interest amounts of principal or interest strips in a U.S. Treasury securities included in the Treasury Portfolio which matures on or prior to the Stock Purchase Date and (B) for each
scheduled interest Payment Date on the Notes that occurs after the Special Event Redemption Date and on or before the Stock Purchase Date, an equal number of 0.0515625% undivided beneficial ownership interests in a $1,000 principal or interest
amounts of principal or interest strips in a U.S. Treasury securities included in the Treasury Portfolio that matures on or prior to that interest Payment Date.


     “Treasury Portfolio” means (i) if a Special Event Redemption occurs prior to a successful remarketing of the Notes pursuant to the provisions
of Section 5.4, a portfolio of (A) zero-coupon U.S. Treasury securities consisting of principal or interest strips of U.S. Treasury securities that mature on or prior to the Stock Purchase Date in an aggregate amount equal to the applicable Special
Event Redemption Principal Amount and (B) with respect to each scheduled interest Payment Date on the Notes that occurs after the Special Event Redemption Date and on or before the Stock Purchase Date, interest or principal strips of U.S. Treasury
securities that mature on or prior to such interest Payment Date in an aggregate amount equal to the aggregate interest payment that would be due on the applicable Special Event Redemption Principal Amount on such date if the interest rate of the
Notes were not reset on the Reset Date, and (ii) solely for purposes of determining the Treasury Portfolio Purchase Price in the case of a Special Event Redemption Date occurring after the successful remarketing of the Notes pursuant to the
provisions of Section 5.4 or the Stock Purchase Date, a portfolio of (A) zero-coupon U.S. Treasury securities consisting of principal or interest strips of U.S. Treasury securities that mature on or prior to August 15, 2021 in an aggregate amount
equal to the applicable Special Event Redemption Principal Amount and (B) with respect to each scheduled interest Payment Date on the Notes that occurs after the Special Event Redemption Date and on or before August 15, 2021, interest or principal
strips of U.S. Treasury securities that mature on or prior to such interest Payment Date in an aggregate amount equal to the aggregate interest payment that would be due on the applicable Special Event Redemption Principal Amount.


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     “Treasury Portfolio Purchase Price” means the lowest aggregate price quoted by a primary U.S. government securities dealer in New York City
to the Quotation Agent on the third Business Day immediately preceding the Special Event Redemption Date for the purchase of the Treasury Portfolio for settlement on the Special Event Redemption Date.


     “Treasury Security” means a zero-coupon U.S. Treasury security (CUSIP Number 912833DA5) maturing on August 15, 2011 that will pay $1,000
on such maturity date.


     “Trustee” means The Bank of New York Mellon, a New York banking corporation, as trustee under the Indenture and the Fifth Supplemental
Indenture, or any successor thereto.


     “Underwriting Agreement” means the Underwriting Agreement relating to the Units dated June 29, 2008 between the Company and the underwriters
named therein.


     “Unit” means a Normal Unit or a Stripped Unit.


     “Value” means, with respect to any item of Collateral on any date, as to (1) Treasury Securities, the aggregate principal amount
thereof at maturity, (2) Treasury Consideration, the appropriate aggregate percentage of the aggregate principal amount at maturity of the Treasury Portfolio and (4) Notes, the appropriate aggregate principal amount thereof.


     “Vice-President” means any vice-president, whether or not designated by a number or a word or words added before or after the title
"vice-president."


     “Voting Stock” of any Person means capital stock of the class or classes pursuant to which holders of such capital stock have the
general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of such Person (irrespective of whether or not at the time capital stock of any other class or classes shall have or might
have voting power by reason of the happening of any contingency).


     SECTION 1.2 Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement,
upon any application or request by the Company to the Purchase Contract Agent to take any action under any provision of this Agreement, the Company shall furnish to the Purchase Contract Agent an Officers' Certificate stating that all conditions
precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, an Opinion of Counsel stating that, in the opinion of such counsel, such action is authorized
or permitted by this Agreement and that all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision
of this Agreement relating to such particular application or request, no additional certificate or opinion need be furnished and except no such Opinion of Counsel will be required in connection with the initial issuance of the Normal Units on the
date hereof.


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


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


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


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


          (d) a statement as to whether, in the opinion of such individual based on his or her knowledge, such condition or covenant has been complied
with.


     SECTION 1.3 Form of Documents Delivered to Purchase Contract Agent. (a) In any case where several matters are
required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one
document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.



          (b) Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to
such factual matters is in the possession of the Company unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.


     Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Agreement, they may, but need
not, be consolidated and form one instrument.


     SECTION 1.4 Acts of Holders; Record Dates. (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Purchase Contract Agent and, where it is hereby expressly required, to the Company. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of
any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and


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(subject to Section 7.1) conclusive in favor of the Purchase Contract Agent and the Company, if made in the manner provided in this Section.


          (b) The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner which the Purchase Contract
Agent deems sufficient.


          (c) The ownership of Units shall be proved by the Normal Units Register or the Stripped Units Register, as the case may be.


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


          (e) The Company may set any day as a record date for the purpose of determining the Holders of Outstanding Units entitled to give, make or take
any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Agreement to be given, made or taken by Holders of Units. If any record date is set pursuant to this paragraph, the Holders of the
Outstanding Normal Units and the Outstanding Stripped Units, as the case may be, on such record date, and no other Holders, shall be entitled to take the relevant action with respect to the Normal Units or the Stripped Units, as the case may be,
whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by
Holders of the requisite number of Outstanding Units on such record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to
this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the
requisite number of Outstanding Units on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Purchase Contract Agent in writing and to each Holder of Units in the manner set forth in Section 1.6.


          (f) With respect to any record date set pursuant to this Section, the Company may designate any date as the “Expiration Date” and from time to
time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective
unless notice of the proposed new Expiration Date is given to the Purchase Contract Agent in writing, and to each Holder of Units in the manner set forth in Section 1.6, on or prior to the existing Expiration Date. If an Expiration Date is not
designated with respect to any record date set pursuant to this Section, the Company shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the
Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date.


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     SECTION 1.5 Notices. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders
or other document provided or permitted by this Agreement to be made upon, given or furnished to, or filed with:


          (a) the Purchase Contract Agent by any Holder or by the Company shall be sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if made, given, furnished or filed in writing and personally delivered, mailed, first-class postage prepaid, telecopied or delivered by overnight air courier guaranteeing next day delivery, addressed to and received by the
Purchase Contract Agent at 101 Barclay Street, Floor 8W, New York, New York 10286, Attention: Corporate Trust Administration, telecopy: (212) 815-5707, or at any other address furnished in writing by the Purchase Contract Agent to the Holders and
the Company; or


          (b) the Company by the Purchase Contract Agent or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if made, given, furnished or filed in writing and personally delivered, mailed, first-class postage prepaid, telecopied or delivered by overnight air courier guaranteeing at least second day delivery, addressed to and received by
the Company at XL Capital Ltd, XL House, One Bermudiana Road, Hamilton HM11, Bermuda, Attention: Kirstin Gould, telecopy:(441) 295-2840, or at any other address furnished in writing to the Purchase Contract Agent by the Company; or


          (c) the Collateral Agent by the Purchase Contract Agent, the Company or any Holder shall be sufficient for every purpose hereunder (unless
otherwise herein expressly provided) if made, given, furnished or filed in writing and personally delivered, mailed, first-class postage prepaid, telecopied or delivered by overnight air courier guaranteeing next day delivery, addressed to and
received by the Collateral Agent at 101 Barclay Street, Floor 8W, New York, New York 10286, Attention: Corporate Trust Administration, telecopy: (212) 815-5707, or at any other address furnished in writing by the Collateral Agent to the Purchase
Contract Agent, the Company and the Holders; or


          (d) the Trustee by the Company shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given,
furnished or filed in writing and personally delivered, mailed, first-class postage prepaid, telecopied or delivered by overnight air courier guaranteeing next day delivery, addressed to and received by the Trustee at 101 Barclay Street, Floor 8W,
New York, New York 10286, Attention: Corporate Trust Administration, telecopy: (212) 815-5707, or at any other address furnished in writing by the Trustee to the Company.


     SECTION 1.6 Notice to Holders; Waiver. (a) Where this Agreement provides for notice to Holders of any event,
such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at its address as it appears in the applicable Register, not later
than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Agreement provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or
after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be


17









filed with the Purchase Contract Agent, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.


          (b) In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice
by mail, then such notification as shall be made with the approval of the Purchase Contract Agent shall constitute a sufficient notification for every purpose hereunder.


     SECTION 1.7 Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction hereof.


     SECTION 1.8 Successors and Assigns. All covenants and agreements in this Agreement by the Company shall bind
its successors and assigns, whether so expressed or not.


     SECTION 1.9 Separability Clause. If any provision hereof is invalid and unenforceable in any jurisdiction,
then, to the fullest extent permitted by law, (i) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intentions of the parties hereto as nearly as may be
possible and (ii) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.


     SECTION 1.10 Benefits of Agreement. Nothing in this Agreement or in the Units, express or implied, shall give
to any Person, other than the parties hereto and their successors hereunder and, to the extent provided hereby, the Holders, any benefits or any legal or equitable right, remedy or claim under this Agreement. The Holders from time to time shall be
beneficiaries of this Agreement and shall be bound by all of the terms and conditions hereof and of the Units evidenced by their Certificates by their acceptance of delivery of such Certificates.


     SECTION 1.11 Governing Law. THIS AGREEMENT AND THE UNITS SHALL BE GOVERNED BY, DEEMED TO BE A CONTRACT UNDER,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Company, the Purchase Contract Agent and the Holders from time to time of the Units, acting through the Purchase Contract Agent as their attorney-in-fact, hereby submit 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 arising out of or
relating to this Agreement or the transactions contemplated hereby. The Company, the Purchase Contract Agent and the Holders from time to time of the Units, acting through the Purchase Contract Agent as their attorney-in-fact, 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. The Company hereby designates and appoints CT Corporation System, 111 Eighth Avenue, New York, New York 10011 as its authorized agent upon which process may be served in any legal suit, action or proceeding arising
out of or relating to this Agreement 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


18









by the Person serving the same, shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding and further designates its domicile, the domicile of CT Corporation System
specified above and any domicile CT Corporation System may have in the future as its domicile to receive any notice hereunder (including service of process). If for any reason CT Corporation System (or any successor agent for this purpose) shall
cease to act as agent for service of process as provided above, the Company will promptly appoint a successor agent for this purpose reasonably acceptable to the Purchase Contract Agent. The Company agrees to take any and all actions as may be
necessary to maintain such designation and appointment of such agent in full force and effect.


     SECTION 1.12 Judgment Currency. The Company agrees, to the fullest extent that it may effectively do so under
applicable law, that (a) if for the purpose of obtaining judgment in any court it is necessary to convert the sum due (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 Purchase Contract Agent 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 given and (b) its obligations under this Agreement 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 this Agreement. 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 1.13 Legal Holidays. (a) In any case where any Payment Date shall not be a Business Day, then
(notwithstanding any other provision of this Agreement or the Normal Units Certificates) payments on the Units shall not be made on such date, but such payments shall be made on the next succeeding day which is a Business Day with the same force and
effect as if made on such Payment Date, provided that no interest shall accrue or be payable by the Company in respect of such payment for the period from and after any such Payment Date,
except that if such next succeeding Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day with the same force and effect as if made on such Payment Date.


          (b) If any date on which Contract Adjustment Payments are to be made on the Purchase Contracts is not a Business Day, then payment of the
Contract Adjustment Payments payable on that date will be made on the next succeeding day which is a Business Day, and no interest or additional payment will be paid in respect of the delay. However, if that Business Day is in the next succeeding
calendar year, the payment will be made on the immediately preceding Business Day with the same force and effect as if made on that Payment Date.


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          (c) In any case where the Stock Purchase Date, Early Settlement Date or Fundamental Change Early Settlement Date shall not be a Business Day,
then (notwithstanding any other provision of this Agreement or the Certificates) the Purchase Contracts shall not be performed and Early Settlement and Fundamental Change Early Settlement shall not be effected on such date, but the Purchase
Contracts shall be performed or Early Settlement or Fundamental Change Early Settlement shall be effected, as applicable, on the next succeeding day which is a Business Day with the same force and effect as if performed on the Stock Purchase Date,
Early Settlement Date or Fundamental Change Early Settlement Date, as applicable.


     SECTION 1.14 Counterparts. This Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument, and any of the parties hereto may execute this Agreement by signing any such counterpart.


     SECTION 1.15 Inspection of Agreement. A copy of this Agreement shall be available at all reasonable times
during normal business hours at the Corporate Trust Office for inspection by any Holder.


     SECTION 1.16 Appointment of Financial Institution as Purchase Contract Agent for the Company. The Company may appoint a financial institution (which may be the Collateral Agent) to act as its agent in performing its obligations and in accepting and enforcing performance of the
obligations of the Purchase Contract Agent and the Holders, under this Agreement and the Purchase Contracts, by giving notice of such appointment in the manner provided in Section 1.5 hereof. Any such appointment shall not relieve the Company in any
way from its obligation hereunder.


     SECTION 1.17 No Waiver. No failure on the part of the Company, the Purchase Contract Agent, the Collateral
Agent, the Securities Intermediary or any of their respective agents to exercise, and no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise by the Company, the Purchase Contract Agent, the Collateral Agent, the Securities Intermediary or any of their respective agents of any right, power or remedy hereunder preclude any further exercise thereof or the exercise of any
right, power or remedy. The remedies herein are cumulative and are not exclusive of any remedies provided by law.


     SECTION 1.18 Waiver of Jury Trial. EACH OF THE COMPANY 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 AGREEMENT OR THE TRANSACTION CONTEMPLATED HEREBY.


ARTICLE II


CERTIFICATE FORMS


     SECTION 2.1 Forms of Certificates Generally. (a) The Normal Units Certificates (including the form of Purchase
Contract forming part of the Normal Units evidenced thereby) shall be in substantially the form set forth in Exhibit A hereto, with such letters, numbers or other


20









marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as may be required by the rules of any securities exchange or quotation system on which the Normal Units are listed
or quoted for trading or any depositary therefor, or as may, consistently herewith, be determined by the officers of the Company executing such Normal Units Certificates, as evidenced by their execution of the Normal Units Certificates.


          (b) The definitive Normal Units Certificates shall be printed, lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the officers of the Company executing such Normal Units Certificates, consistent with the provisions of this Agreement, as evidenced by their execution thereof.


          (c) The Stripped Units Certificates (including the form of Purchase Contracts forming part of the Stripped Units evidenced thereby) shall be in
substantially the form set forth in Exhibit B hereto, with such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as may be required by the rules of any
securities exchange or the quotation system on which the Stripped Units may be listed or quoted for trading or any depositary therefor, or as may, consistently herewith, be determined by the officers of the Company executing such Stripped Units
Certificates, as evidenced by their execution of the Stripped Units Certificates.


          (d) The definitive Stripped Units Certificates shall be printed, lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the officers of the Company executing such Stripped Units Certificates, consistent with the provisions of this Agreement, as evidenced by their execution thereof.


          (e) Every Global Certificate authenticated, executed on behalf of the Holders and delivered hereunder shall bear a legend in substantially the
following form:


"THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS DEFINED ON THE REVERSE HEREOF) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT
BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT.


[Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation, to the Company or its agent for registration of transfer, exchange or payment, and any Certificate
issued is registered in the name of Cede & Co., or in such other name as requested by an authorized representative of The Depository Trust Company (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an
authorized representative of The Depository Trust Company), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR


21









TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR CERTIFICATES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE PURCHASE CONTRACT AGREEMENT, THIS GLOBAL CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY."


     SECTION 2.2 Form of Purchase Contract Agent's Certificate of Authentication. (a) The form of the Purchase
Contract Agent's certificate of authentication of the Normal Units shall be in substantially the form set forth on the form of the Normal Units Certificates.


          (b) The form of the Purchase Contract Agent's certificate of authentication of the Stripped Units shall be in substantially the form set forth
on the form of the Stripped Units Certificates.


ARTICLE III



THE UNITS


     SECTION 3.1 Number of Units; Denominations. (a) The aggregate number of Normal Units and Stripped Units, if
any, evidenced by Certificates authenticated, executed on behalf of the Holders and delivered hereunder is limited to 23,000,000, except for Certificates authenticated, executed on behalf of the Holder and delivered upon registration of transfer of,
in exchange for, or in lieu of, other Certificates pursuant to Section 3.4, Section 3.5, Section 3.10, Section 3.13, Section 3.14, Section 5.6(b)(ii), Section 5.9(e)or Section 8.5.


          (b) The Certificates shall be issuable only in registered form and only in denominations of a single Unit and any integral multiple thereof.



     SECTION 3.2 Rights and Obligations Evidenced by the Certificates. (a) Each Normal Units Certificate shall
evidence the number of Normal Units specified therein, with each such Normal Unit representing the ownership by the Holder thereof of a 1/40 undivided beneficial interest in a Note in the original principal amount of $1,000 or the Treasury
Consideration, as the case may be, subject to the Pledge of such interest in such Note or the Treasury Consideration, as the case may be, by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the
Company under one Purchase Contract. The Purchase Contract Agent, as attorney-in-fact for, and on behalf of, the Holder of each Normal Unit, shall pledge and grant, pursuant to the Pledge Agreement, to the Collateral Agent, for the benefit of the
Company, as collateral security for the payment and performance when due by such Holder of its respective obligations to the Company under the related Purchase


22









Contracts, a security interest in, and right of set-off against, all of the right, title and interest of the Purchase Contract Agent and such Holder in such Note or the Treasury Consideration forming a part of such Normal Unit.



          (b) Each Stripped Units Certificate shall evidence the number of Stripped Units specified therein, with each such Stripped Unit representing
the ownership by the Holder thereof of a 1/40 undivided beneficial interest in a Treasury Security or, in the case of an Opt-Out, the Cash Consideration, subject to the Pledge of such interest in such Treasury Security or Cash Consideration, as the
case may be, by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent, as attorney-in-fact for, and on behalf of, the Holder of
each Stripped Unit, shall pledge and grant, pursuant to the Pledge Agreement, to the Collateral Agent, for the benefit of the Company, as collateral security for the payment and performance when due by such Holder of its respective obligations to
the Company under the related Purchase Contracts, a security interest in, and right of set off against, all of the right, title, and interest of the Purchase Contract Agent and such Holder in such interest in the Treasury Security forming a part of
such Stripped Unit.


          (c) Prior to the purchase of Ordinary Shares under each Purchase Contract, such Purchase Contract shall not entitle the Holder of the related
Units Certificates to any of the rights of a holder of Ordinary Shares, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of
shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.


     SECTION 3.3 Execution, Authentication, Delivery and Dating. (a) Subject to the provisions of Section 3.13 and
Section 3.14, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Certificates executed by the Company to the Purchase Contract Agent for authentication, execution on behalf of
the Holders and delivery, together with its Issuer Order for authentication and delivery of such Certificates, and the Purchase Contract Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders and deliver such
Certificates.


          (b) The Certificates shall be executed on behalf of the Company by its Chairman of the Board of Directors, a Vice-Chairman, its President or
one of its Vice-Presidents and delivered to the Purchase Contract Agent. The signature of any of these officers on the Certificates may be manual or facsimile.


          (c) Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates.


          (d) No Purchase Contract evidenced by a Certificate shall be valid until such Certificate has been executed on behalf of the Holder by the
manual or facsimile signature of an authorized officer of the Purchase Contract Agent, as such Holder's attorney-in-fact. Such signature by an authorized officer of the Purchase Contract Agent shall be conclusive evidence


23









that the Holder of such Certificate has entered into the Purchase Contract or Purchase Contracts evidenced by such Certificate.


          (e) Each Certificate shall be dated the date of its authentication.


          (f) No Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose unless there appears on such
Certificate a certificate of authentication substantially in the form provided for herein executed by an authorized officer of the Purchase Contract Agent by manual or facsimile signature, and such certificate upon any Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder.


     SECTION 3.4 Temporary Certificates. (a) Pending the preparation of definitive Certificates, the Company shall
execute and deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall authenticate, execute on behalf of the Holders, and deliver, in lieu of such definitive Certificates, temporary Certificates which are in substantially the
form set forth in Exhibit A or Exhibit B hereto, as the case may be, with such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as may be required by the
rules of any securities exchange on which the Normal Units or Stripped Units, as the case may be, are listed or quoted for trading or any depositary transfer, or as may, consistently herewith, be determined by the officers of the Company executing
such Certificates, as evidenced by their execution of the Certificates.


          (b) If temporary Certificates are issued, the Company will cause definitive Certificates to be prepared without unreasonable delay. After the
preparation of definitive Certificates, the temporary Certificates shall be exchangeable for definitive Certificates upon surrender of the temporary Certificates at the Corporate Trust Office or such other office or agency designated pursuant to
Section 10.2 at the expense of the Company and without charge to the Holder. Upon surrender for cancellation of any one or more temporary Certificates, the Company shall execute and deliver to the Purchase Contract Agent, and the Purchase Contract
Agent shall authenticate, execute on behalf of the Holder, and deliver in exchange therefor, one or more definitive Certificates of like tenor and denominations and evidencing a like number of Normal Units or Stripped Units, as the case may be, as
the temporary Certificate or Certificates so surrendered. Until so exchanged, the temporary Certificates shall in all respects evidence the same benefits and the same obligations with respect to the Normal Units or Stripped Units, as the case may
be, evidenced thereby as definitive Certificates.


     SECTION 3.5 Registration; Registration of Transfer and Exchange. (a) The Purchase Contract Agent shall keep at
the Corporate Trust Office a register (the register maintained in such office or in any other office or agency designated pursuant to Section 10.2 being herein referred to as “Normal Units Register”) in which, subject to such reasonable regulations as it may prescribe, the Purchase Contract Agent shall provide for the registration of Normal Units Certificates and of transfers of Normal Units Certificates (the Purchase Contract
Agent, in such capacity, the “Normal Units Registrar”) and a register (the register maintained in such office or in any other office or agency designated pursuant to Section 10.2 being
herein referred to as the “Stripped Units Register”) in which, subject to such reasonable regulations as it may prescribe, the Purchase Contract Agent shall provide for the registration of
the Stripped Units Certificates


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and of transfers of Stripped Units Certificates (the Purchase Contract Agent, in such capacity, the “Stripped Units Registrar”).


          (b) Upon surrender for registration of transfer of any Certificate at the Corporate Trust Office or such office or agency designated pursuant
to Section 10.2, the Company shall execute and deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall authenticate, execute on behalf of the designated transferee or transferees, and deliver one or more new Certificates of
like tenor and denominations, registered in the name of the designated transferee or transferees, and evidencing a like number of Normal Units or Stripped Units, as the case may be.


          (c) At the option of the Holder, Certificates may be exchanged for other Certificates, of like tenor and denominations and evidencing a like
number of Normal Units or Stripped Units, as the case may be, upon surrender of the Certificates to be exchanged at such office or agency. Whenever any Certificates are so surrendered for exchange, the Company shall execute and deliver to the
Purchase Contract Agent, and the Purchase Contract Agent shall authenticate, execute on behalf of the Holder, and deliver the Certificates which the Holder making the exchange is entitled to receive.


          (d) All Certificates issued upon any registration of transfer or exchange of a Certificate shall evidence the ownership of the same number of
Normal Units or Stripped Units, as the case may be, and be entitled to the same benefits and subject to the same obligations, under this Agreement as the Normal Units or Stripped Units, as the case may be, evidenced by the Certificate surrendered
upon such registration of transfer or exchange.


          (e) Every Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the
Purchase Contract Agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Purchase Contract Agent duly executed by the Holder thereof or its attorney duly authorized in writing.



          (f) No service charge shall be made for any registration of transfer or exchange of a Certificate, but the Company and the Purchase Contract
Agent may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates, other than any exchanges pursuant to Section
3.6, Section 3.9 and Section 8.5 not involving any transfer.


          (g) Notwithstanding the foregoing, the Company shall not be obligated to issue or execute and deliver to the Purchase Contract Agent, and the
Purchase Contract Agent shall not be obligated to authenticate, execute on behalf of the Holder and deliver, any Certificate presented or surrendered for registration of transfer or for exchange on or after the fifth Business Day immediately
preceding the earliest to occur of any Fundamental Change Early Settlement Date with respect to such Certificate, the Stock Purchase Date or the Termination Date. In lieu of delivery of a new Certificate, upon satisfaction of the applicable
conditions specified above in this Section and receipt of appropriate registration or transfer instructions from such Holder, the Purchase Contract Agent shall,


25









(i) if the Stock Purchase Date or a Fundamental Change Settlement Date has occurred, deliver the Ordinary Shares issuable in respect of the
Purchase Contracts forming a part of the Units evidenced by such Certificate,


(ii) in the case of Normal Units, if a Termination Event shall have occurred prior to the Stock Purchase Date, transfer the Notes or the
Treasury Consideration, as applicable, relating to such Normal Units, or


(iii) in the case of Stripped Units, if a Termination Event shall have occurred prior to the Stock Purchase Date, transfer the Treasury
Securities relating to such Stripped Units, in each case subject to the applicable conditions and in accordance with the applicable provisions of Article V.


     SECTION 3.6 Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or
more fully registered Global Certificates, to be delivered to the Depositary or a nominee or custodian thereof by, or on behalf of, the Company. Such Global Certificate shall initially be registered on the books and records of the Company in the
name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's interest in such Global Certificate, except as provided in Section 3.9. The Purchase Contract
Agent shall enter into a customary agreement with the Depositary if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.9:


          (a) the provisions of this Section 3.6 shall be in full force and effect;


          (b) the Company and the Purchase Contract Agent shall be entitled to deal with the Clearing Agency for all purposes of this Agreement
(including the payment of Contract Adjustment Payments and Deferred Contract Adjustment Payments, if any, and receiving approvals, votes or consents hereunder) as the Holder of the Units and the sole holder of the Global Certificate(s) and shall
have no obligation to the Beneficial Owners;


          (c) to the extent that the provisions of this Section 3.6 conflict with any other provisions of this Agreement or any Certificate, the
provisions of this Section 3.6 shall control; and


          (d) the rights of the Beneficial Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law
and agreements between such Beneficial Owners and the Clearing Agency and/or the Clearing Agency Participants.


     The Clearing Agency will make book-entry transfers among Clearing Agency Participants and receive and transmit payments of Contract Adjustment Payments and Deferred Contract Adjustment Payments, if
any, to such Clearing Agency Participants.


     SECTION 3.7 Notices to Holders. Whenever a notice or other communication to the Holders is required to be
given under this Agreement, the Company or the Company's agent shall give such notices and communications to the Holders and, with respect to any Units registered in


26









the name of a Clearing Agency or the nominee of a Clearing Agency, the Company or the Company's agent shall, except as set forth herein, have no obligations to the Beneficial Owners.


     SECTION 3.8 Appointment of Successor Clearing Agency. If any Clearing Agency elects to discontinue its
services as securities depositary with respect to the Units or ceases to be eligible as a "clearing agency" under the Exchange Act, the Company may, in its sole discretion, appoint a successor Clearing Agency with respect to the Units.


     SECTION 3.9 Definitive Certificates. If:


          (a) a Clearing Agency notifies the Company that it is unwilling or unable to continue its services as securities depositary with respect to the
Units and a successor Clearing Agency is not appointed within 90 days after such discontinuance pursuant to Section 3.8,


          (b) the Company elects to terminate the book-entry system arrangements through the Clearing Agency with respect to the Units, or


          (c) there shall have occurred and be continuing a default by the Company in respect of its obligations under this Agreement or the Indenture
governing the Notes, then, upon surrender of the Global Certificates representing the Book-Entry Interests with respect to the Units by the Clearing Agency, accompanied by registration instructions, the Company shall cause definitive Certificates to
be delivered to Beneficial Owners in accordance with the instructions of the Clearing Agency. The Company shall not be liable for any delay in delivery of such instructions and may conclusively rely on and shall be protected in relying on, such
instructions.


     SECTION 3.10 Mutilated, Destroyed, Lost and Stolen Certificates. (a) If any mutilated Certificate is
surrendered to the Purchase Contract Agent, the Company shall execute and deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall authenticate, execute on behalf of the Holder, and deliver in exchange therefor, a new
Certificate at the cost of the Holder, evidencing the same number of Normal Units or Stripped Units, as the case may be, and bearing a Certificate number not contemporaneously outstanding.


          (b) If there shall be delivered to the Company and the Purchase Contract Agent (i) evidence to their satisfaction of the destruction, loss or
theft of any Certificate, and (ii) such security or indemnity at the cost of the Holder as may be required by them to hold each of them and any agent of either of them harmless, then, in the absence of notice to the Company or to a Responsible
Officer of the Purchase Contract Agent that such Certificate has been acquired by a protected purchaser, the Company shall execute and deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall authenticate, execute on behalf of
the Holder, and deliver to the Holder, in lieu of any such destroyed, lost or stolen Certificate, a new Certificate, evidencing the same number of Normal Units or Stripped Units, as the case may be, and bearing a Certificate number not
contemporaneously outstanding.


          (c) Notwithstanding the foregoing, the Company shall not be obligated to execute and deliver to the Purchase Contract Agent, and the Purchase
Contract Agent shall not be obligated to authenticate, execute on behalf of the Holder, and deliver to the Holder, a


27









Certificate on or after the fifth Business Day immediately preceding the earliest of any Fundamental Change Early Settlement Date, the Stock Purchase Date or the Termination Date. In lieu of delivery of a new Certificate, upon
satisfaction of the applicable conditions specified above in this Section and receipt of appropriate registration or transfer instructions from such Holder, the Purchase Contract Agent shall:


(i) if the Stock Purchase Date or a Fundamental Change Early Settlement Date has occurred, deliver the Ordinary Shares issuable in respect of
the Purchase Contracts forming a part of the Units evidenced by such Certificate,


(ii) in the case of Normal Units, if a Termination Event shall have occurred prior to the Stock Purchase Date, transfer the Notes or the
Treasury Consideration, as applicable, relating to such Normal Units, or


(iii) in the case of Stripped Units, if a Termination Event shall have occurred prior to the Stock Purchase Date, transfer the Treasury
Securities relating to such Stripped Units, in each case subject to the applicable conditions and in accordance with the applicable provisions of Article V.


          (d) Upon the issuance of any new Certificate under this Section 3.10, the Company and the Purchase Contract Agent may require the payment by
the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Purchase Contract Agent) connected therewith.


          (e) Every new Certificate issued pursuant to this Section 3.10 in lieu of any destroyed, lost or stolen Certificate shall constitute an
original additional contractual obligation of the Company and of the Holder in respect of the Unit evidenced thereby, whether or not the destroyed, lost or stolen Certificate (and the Units evidenced thereby) shall be at any time enforceable by
anyone, and shall be entitled to all the benefits and be subject to all the obligations of this Agreement equally and proportionately with any and all other Certificates delivered hereunder.


          (f) The provisions of this Section 3.10 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Certificates.


     SECTION 3.11 Persons Deemed Owners. (a) Prior to due presentment of a Certificate for registration of
transfer, the Company and the Purchase Contract Agent, and any agent of the Company or the Purchase Contract Agent, may treat the Person in whose name such Certificate is registered on the Register as the owner of the Units evidenced thereby, for
the purpose of receiving quarterly payments on the Notes or Treasury Consideration, receiving payment of Contract Adjustment Payments, if any, and any Deferred Contract Adjustment Payments, performance of the Purchase Contracts and for all other
purposes whatsoever, whether or not any such payments shall be overdue and notwithstanding any notice to the contrary, and neither the


28









Company nor the Purchase Contract Agent, nor any agent of the Company or the Purchase Contract Agent, shall be affected by notice to the contrary.


          (b) Notwithstanding the foregoing, with respect to any Global Certificate, nothing herein shall prevent the Company, the Purchase Contract
Agent or any agent of the Company or the Purchase Contract Agent, from treating the Clearing Agency as the sole Holder of such Global Certificate or from giving effect to any written certification, proxy or other authorization furnished by any
Clearing Agency (or its nominee), as a Holder of such Global Certificate, with respect to such Global Certificate or impair, as between such Clearing Agency and the Beneficial Owners, the operation of customary practices governing the exercise of
rights of such Clearing Agency (or its nominee) as a Holder of such Global Certificate.


     SECTION 3.12 Cancellation. (a) All Certificates surrendered (i) for delivery of Ordinary Shares on or after
any Settlement Date; (ii) upon the transfer of Notes or Treasury Consideration or Treasury Securities, as the case may be, after the occurrence of a Termination Event or pursuant to an Early Settlement or Fundamental Change Early Settlement, or a
Collateral Substitution or an establishment or re-establishment of a Normal Unit; or (iii) upon the registration of a transfer or exchange of a Unit shall, if surrendered to any Person other than the Purchase Contract Agent, be delivered to the
Purchase Contract Agent and, if not already cancelled, shall be promptly cancelled by it. The Company may at any time deliver to the Purchase Contract Agent for cancellation any Certificates previously authenticated, executed on behalf of any Holder
and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Certificates so delivered shall, upon Issuer Order, be promptly cancelled by the Purchase Contract Agent. No Certificates shall be authenticated, executed
on behalf of any Holder and delivered in lieu of or in exchange for any Certificates cancelled as provided in this Section, except as expressly permitted by this Agreement. All cancelled Certificates held by the Purchase Contract Agent shall be
disposed of by the Purchase Contract Agent in accordance with its then customary procedures.


          (b) If the Company or any Affiliate of the Company shall acquire any Certificate, such acquisition shall not operate as a cancellation of such
Certificate unless and until such Certificate is cancelled or delivered to the Purchase Contract Agent for cancellation.


     SECTION 3.13 Establishment of Stripped Units. (a) A Holder may separate the Pledged Notes or Pledged Treasury
Consideration, as applicable, from the related Purchase Contracts in respect of the Normal Units held by such Holder by substituting for such Pledged Notes or Pledged Treasury Consideration, as the case may be, Treasury Securities that will pay at
the Stock Purchase Date an amount equal to the aggregate Stated Amount of such Normal Units (a “Collateral Substitution”), at any time from and after the date of this Agreement and on or
prior to the thirteenth Business Day immediately preceding the Stock Purchase Date, by (i) depositing with the Collateral Agent Treasury Securities having an aggregate principal amount equal to the aggregate Stated Amount of such Normal Units, and
(ii) transferring the related Normal Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, with a copy of such notice to the Company, stating that the Holder has
transferred the relevant amount of Treasury Securities to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Pledged Notes or Pledged Treasury Consideration, as the case may be,
underlying


29









such Normal Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, with a copy of such instruction to the Company, substantially in the form of Exhibit C hereto. Upon receipt of
the Treasury Securities described in clause (i) above and the instruction described in clause (ii) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release to the Purchase Contract Agent, on behalf of the
Holder, such Pledged Notes or Pledged Treasury Consideration from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Purchase Contract Agent shall promptly:


(x) cancel the related Normal Units Certificate;


(y) transfer the Pledged Notes or Pledged Treasury Consideration, as the case may be, to the Holder; and


(z) authenticate, execute on behalf of such Holder and deliver a Stripped Units Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled
Normal Units.


          (b) Holders who elect to separate the Pledged Notes or Pledged Treasury Consideration, as the case may be, from the related Purchase Contract and to substitute Treasury Securities for such Pledged Notes or Pledged Treasury Consideration shall be responsible for any fees or expenses payable to the
Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any such fees or expenses.


          (c) Holders may make Collateral Substitutions (i) if Treasury Securities are being substituted for Pledged Notes, only in integral multiples of
40 Normal Units, or (ii) if the Collateral Substitutions occur after a Special Event Redemption, as the case may be, only in integral multiples of Normal Units such that the Treasury Securities to be deposited and the Treasury Consideration to be
released are in integral multiples of $1,000.


          (d) In the event a Holder making a Collateral Substitution pursuant to this Section 3.13 fails to effect a book-entry transfer of the Normal
Units or fails to deliver a Normal Units Certificate to the Purchase Contract Agent after depositing Treasury Securities with the Collateral Agent, the Pledged Notes or Pledged Treasury Consideration, as the case may be, constituting a part of such
Normal Units, and any distributions on such Pledged Notes or Pledged Treasury Consideration shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Normal Units are so transferred
or the Normal Units Certificate is so delivered, as the case may be, or, with respect to a Normal Units Certificate, such Holder provides evidence satisfactory to the Company and the Purchase Contract Agent that such Normal Units Certificate has
been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company.


          (e) Except as described in this Section 3.13, for so long as the Purchase Contract underlying a Normal Unit remains in effect, such Normal Unit
shall not be separable into its constituent parts, and the rights and obligations of the Holder of such Normal Unit in respect of the Pledged Note or the Pledged Treasury Consideration, as the case may be, and the


30









Purchase Contract comprising such Normal Unit may be acquired, and may be transferred and exchanged, only as a Normal Unit.


     SECTION 3.14 Reestablishment of Normal Units. (a) A Holder of Stripped Units may reestablish Normal Units at
any time from and after the date of this Agreement and on or prior to the thirteenth Business Day immediately preceding the Stock Purchase Date, by:


(i) depositing with the Collateral Agent Notes in a principal amount or the Treasury Consideration (identified and calculated by reference to
the Treasury Consideration then comprising Normal Units), as the case may be, then comprising such number of Normal Units as is equal to the number of such Stripped Units; and


(ii) transferring such Stripped Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in
the form of Exhibit D hereto, stating that the Holder has transferred the relevant principal amount of Notes or the Treasury Consideration, as the case may be, to the Collateral Agent and requesting that the Purchase Contract Agent instruct the
Collateral Agent to release the Pledged Treasury Securities underlying such Stripped Unit, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, with a copy of such instruction to the Company,
substantially in the form of Exhibit C hereto. Upon receipt of the Notes or the Treasury Consideration, as the case may be, described in clause (i) above and the instruction described in clause (ii) above, in accordance with the terms of the Pledge
Agreement, the Collateral Agent will release to the Purchase Contract Agent, on behalf of the Holder, such Pledged Treasury Securities from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Purchase
Contract Agent shall promptly:


(x) cancel the related Stripped Units certificate;


(y) transfer the Pledged Treasury Securities to the Holder; and


(z) authenticate, execute on behalf of such Holder and deliver a Normal Units Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled
Stripped Units.


          (b) Holders of Stripped Units may reestablish Normal Units (i) if Notes are being substituted for the Pledged Treasury Securities, only in
integral multiples of 40 Stripped Units for 40 Normal Units or (ii) if the reestablishment occurs after a Special Event Redemption, as the case may be, only in integral multiples of Stripped Units such that the Treasury Consideration to be deposited
and the Treasury Securities to be released are in integral multiples of $1,000.


          (c) Except as provided in this Section 3.14, for so long as the Purchase Contract underlying a Stripped Unit remains in effect, such Stripped
Unit shall not be separable

     
31









into its constituent parts, and the rights and obligations of the Holder of such Stripped Unit in respect of the Pledged Treasury Securities and Purchase Contract comprising such Stripped Unit may be acquired, and may be
transferred and exchanged, only as a Stripped Unit.


          (d) In the event a Holder who reestablishes Normal Units pursuant to this Section 3.14 fails to effect a book-entry transfer of the Stripped
Units or fails to deliver a Stripped Units Certificate to the Purchase Contract Agent after depositing Pledged Notes with the Collateral Agent, the Treasury Securities constituting a part of such Stripped Units, and any distributions on such
Treasury Securities shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Stripped Units are so transferred or the Stripped Units Certificate is so delivered, as the case may be,
or, with respect to a Stripped Units Certificate, such Holder provides evidence satisfactory to the Company and the Purchase Contract Agent that such Stripped Units Certificate has been destroyed, lost or stolen, together with any indemnity that may
be required by the Purchase Contract Agent and the Company.


     SECTION 3.15 Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination
Event and the transfer to the Purchase Contract Agent of the Notes or the Treasury Consideration or the Treasury Securities, as the case may be, underlying the Normal Units and the Stripped Units pursuant to the terms of the Pledge Agreement, the
Purchase Contract Agent shall request transfer instructions with respect to such Notes or the Treasury Consideration or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears
in the Normal Units Register or the Stripped Units Register, as the case may be. Upon book-entry transfer of the Normal Units or Stripped Units or delivery of a Normal Units Certificate or Stripped Units Certificate to the Purchase Contract Agent
with such transfer instructions, the Purchase Contract Agent shall transfer the Notes, the Treasury Consideration or the Treasury Securities underlying such Normal Units or Stripped Units, as the case may be, to such Holder by book-entry transfer,
or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Units or Stripped Units fails to effect such transfer or delivery, the Notes, the Treasury Consideration or the Treasury Securities, as the case
may be, underlying such Normal Units or Stripped Units, as the case may be, and any distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Normal Units or
Stripped Units are transferred or the Normal Units Certificate or Stripped Units Certificate is surrendered or such Holder provides satisfactory evidence that such Normal Units Certificate or Stripped Units Certificate has been destroyed, lost or
stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In the case of the Treasury Portfolio or any Treasury Securities, the Purchase Contract Agent may dispose of the subject securities for cash and
pay the applicable portion of such cash to the Holders in lieu of such Holders' Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such security.


     SECTION 3.16 No Consent to Assumption. Each Holder of a Unit, by acceptance thereof, shall be deemed expressly
to have withheld any consent to the assumption (i.e., affirmance), under Section 365 of the Bankruptcy Code or otherwise, of the Purchase Contract by the Company, any receiver, liquidator or person or entity performing similar functions or its



32









trustee in the event that the Company becomes the debtor under the Bankruptcy Code or subject to other similar state or federal or other law providing for reorganization or liquidation.


     SECTION 3.17 CUSIP Numbers. The Company in issuing the Units may use "CUSIP" numbers (if then generally in
use), and, if so, the Purchase Contract Agent shall use "CUSIP" numbers in notices to Holders as a convenience to Holders; provided that any such notice may state that no representation is
made as to the correctness of such numbers either as printed on the Securities or as contained in any notice to Holders and that reliance may be placed only on the other identification numbers printed on the Units, and any such redemption shall not
be affected by any defect in or omission of such numbers. The Company will promptly notify the Purchase Contract Agent of any changes in the "CUSIP" numbers.


     SECTION 3.18 Currency of Payments. Any cash payments under this Agreement shall be paid in U.S. dollars in
immediately available funds.


ARTICLE IV



THE NOTES


     SECTION 4.1 Payment of Interest; Rights to Interest Payments Preserved. (a) A payment on any Note or Treasury
Consideration, as the case may be, which is paid on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Collateral Agent (if the Collateral Agent is the registered owner thereof) as provided by the terms of the
Pledge Agreement, be paid to the Person in whose name the Normal Units Certificate (or one or more Predecessor Normal Units Certificates), of which such Note or the Treasury Consideration is a part, is registered at the close of business on the
Record Date for such Payment Date.


          (b) Each Normal Units Certificate evidencing Notes delivered under this Agreement upon registration of transfer of or in exchange for or in
lieu of any other Normal Units Certificate shall carry the rights to interest accrued and unpaid, and rights to accrue interest, which were carried by the Notes or Treasury Consideration, as the case may be, underlying such other Normal Units
Certificate.


          (c) In the case of any Normal Unit, with respect to which Early Settlement of the underlying Purchase Contract is effected on an Early
Settlement Date, or with respect to which Fundamental Change Early Settlement of the underlying Purchase Contract is effected on a Fundamental Change Early Settlement Date, or with respect to which Cash Settlement is effected on or prior to the
thirteenth Business Day immediately preceding the Stock Purchase Date, or with respect to which a Collateral Substitution is effected, in each case on a date that is after any Record Date and on or prior to the next succeeding Payment Date, payments
on the Note or the Treasury Consideration, as the case may be, underlying such Normal Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Early Settlement, Fundamental Change Early Settlement, Cash
Settlement or Collateral Substitution, as the case may be, and such payments shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Normal Units Certificate (or one or more Predecessor Normal
Unit Certificates) was registered at the close of business on


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such Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Normal Unit with respect to which Early Settlement, Fundamental Change Early Settlement or Cash Settlement of the
underlying Purchase Contract is effected, or with respect to which a Collateral Substitution has been effected, payments on the related Notes or payments on the Treasury Consideration that would otherwise be payable after the applicable Settlement
Date or after such Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Normal Unit; provided that, to the extent that such Holder continues to
hold the separated Notes that formerly comprised a part of such Holder's Normal Units, such Holder shall be entitled to receive any payments on such separated Notes.


     SECTION 4.2 Notice and Voting. The Purchase Contract Agent will be entitled to exercise the voting and any
other consensual rights pertaining to the Pledged Notes but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Notes are entitled to vote or upon any solicitation of
consents, waivers or proxies of holders of Notes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail, at the Company's expense, to the Holders of Normal Units a notice prepared by the Company (a) containing such information
as is contained in the notice or solicitation, (b) stating that each Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Notes
entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Pledged Notes underlying their Normal Units and (c) stating the manner in which such instructions may be given.
Upon the written request of any Holder of Normal Units on such record date, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such request, the maximum
number of Pledged Notes as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Normal Unit, the Purchase Contract Agent shall abstain from voting the Pledged Note underlying such
Normal Unit. The Company hereby agrees, if applicable, to solicit Holders of Normal Units to timely instruct the Purchase Contract Agent in writing in order to enable the Purchase Contract Agent to vote such Pledged Notes.


     SECTION 4.3 Special Event Redemption. Upon the occurrence of a Special Event Redemption prior to the
successful remarketing of the Notes pursuant to the provisions of Section 5.4, the Company shall instruct in writing the Collateral Agent to apply, and upon such written instruction, the Collateral Agent shall apply, out of the aggregate Redemption
Price for the Notes that are components of Normal Units, an amount equal to the Special Event Redemption Principal Amount to purchase on behalf of the Holders of Normal Units the Treasury Portfolio and promptly remit the remaining portion of such
Redemption Price to the Purchase Contract Agent for payment to the Holders of such Normal Units. The Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent in accordance with the terms of the Pledge
Agreement to secure the obligation of each Holder of a Normal Unit to purchase the Ordinary Shares under the Purchase Contract constituting a part of such Normal Unit. Following the occurrence of a Special Event Redemption prior to a successful
remarketing of the Notes pursuant to the provisions of Section 5.4, the Holders of Normal Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units
and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in


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Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to
interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not
in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral.


     Upon the occurrence of a Special Event Redemption after the successful remarketing of the Notes or after the Stock Purchase Date, the Redemption Price will be payable in cash to the holders of the
Notes.


ARTICLE V


THE PURCHASE CONTRACTS; THE REMARKETING


     SECTION 5.1 Purchase of Ordinary Shares. (a) Each Purchase Contract shall, unless a Termination Event, an
Early Settlement or a Fundamental Change Early Settlement shall have occurred prior to the Stock Purchase Date, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $25 (the
“Purchase Price”), a number of validly issued, fully paid and non-assessable newly issued Ordinary Shares equal to the Settlement
Rate or, if we have fixed the Settlement Rate pursuant to Section 5.1(f), the Fixed Accounting Event Settlement Rate. The “Settlement Rate” is equal to,


(i) if the Applicable Market Value (as defined below) is equal to or greater than $18.88 (the “Threshold
Appreciation Price”), 1.3242 Ordinary Shares per Purchase Contract (the “Minimum Settlement Rate”),


(ii) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $16.00 (the “Reference Price”), the number of Ordinary Shares per Purchase Contract equal to the Purchase Price divided by the Applicable Market Value, and


(iii) if the Applicable Market Value is equal to or less than the Reference Price, 1.5625 Ordinary Shares per Purchase Contract (the
“Maximum Settlement Rate”),


in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share).


          (b) No fractional Ordinary Shares will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock
Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.11.


          (c) The “Applicable Market Value” means the average of the Closing Price per
Ordinary Share on each of the 20 consecutive Trading Days ending on the third Trading Day immediately preceding the Stock Purchase Date. The “Closing Price” of the Ordinary Shares on



35









any date of determination means the closing sale price (or, if no closing sale price is reported, the last reported sale price) of the Ordinary Shares on the New York Stock Exchange (the “NYSE”) on such date or, if the Ordinary Shares are not listed for trading on the NYSE on any such date, as reported in the composite transactions for the principal United States securities exchange on which
the Ordinary Shares are so listed, or if the Ordinary Shares are not so reported by the National Quotation Bureau or similar organization, or, if such bid price is not available, the market value of the Ordinary Shares on such date as determined by
a nationally recognized independent investment banking firm retained for this purpose by the Company. A “Trading Day” means a day
on which the Ordinary Shares (A) are not suspended from trading on any national or regional securities exchange or association or over-the-counter market at the close of business and (B) have traded at least once on the national or regional
securities exchange or association or over-the-counter market that is the primary market for the trading of the Ordinary Shares at the close of business on such day.


          (d) Each Holder of a Unit, by its acceptance thereof, irrevocably authorizes the Purchase Contract Agent to enter into and perform the related
Purchase Contract on its behalf as its attorney-in-fact (including the execution of Certificates on behalf of such Holder), agrees to be bound by the terms and provisions thereof, covenants and agrees to perform its obligations under such Purchase
Contract, consents to the provisions hereof, irrevocably authorizes the Purchase Contract Agent as its attorney-in-fact to enter into and perform the Pledge Agreement on its behalf as its attorney-in-fact, and consents to and agrees to be bound by
the Pledge of the Notes, the Treasury Consideration or the Treasury Securities pursuant to the Pledge Agreement; provided that upon a Termination Event, the rights of the Holder of such Unit
under the Purchase Contract may be enforced without regard to any other rights or obligations.


          (e) Upon registration of transfer of a Certificate, the transferee shall be bound (without the necessity of any other action on the part of
such transferee) under the terms of this Agreement, the Purchase Contracts underlying such Certificate and the Pledge Agreement, and the transferor shall be released from the obligations under this Agreement, the Purchase Contracts underlying the
Certificate so transferred and the Pledge Agreement. The Company covenants and agrees, and each Holder of a Certificate, by its acceptance thereof, likewise covenants and agrees, to be bound by the provisions of this paragraph.


          (f) If an Accounting Settlement Rate Event occurs and is continuing at any time prior to the earlier of the date of any successful remarketing
of the Notes and the Stock Purchase Date, the Company may elect to fix the Settlement Rate in accordance with the Black-Scholes option pricing formula for European call options as described under "Description of the Equity Security Units—Fixed
Settlement Rate Option Upon Accounting Event" in the Company's prospectus supplement, dated July 29, 2008, to the prospectus dated December 1, 2005 (the “Fixing Formula”) (the new Settlement
Rate referred to as the “Fixed Accounting Event Settlement Rate”). If the Company elects to fix the Settlement Rate, the Company
must prepare and transmit to the Purchase Contract Agent an Officers' Certificate setting forth its intention to fix the Settlement Rate. The Fixed Accounting Event Settlement Rate shall be determined by a calculation agent selected by the Company
in good faith, which such calculation agent shall be a nationally recognized investment bank. Prior to 10:00 a.m., New York City time, on the Business Day following the expiration of the 20 consecutive Trading Day period commencing the third Trading
Day following the date of such Officers' Certificate, the Company


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will be required, in accordance with Section 5.7, to prepare and transmit to the Purchase Contract Agent an additional Officers' Certificate setting forth the calculation of the Fixed Accounting Event Settlement Rate in accordance
with the Fixing Formula and the effective date of the Fixed Accounting Event Settlement Rate. In no event will the Fixed Accounting Event Settlement Rate be greater than the Maximum Settlement Rate, subject to adjustment as provided in Section 5.6.
The Fixed Accounting Event Settlement Rate will become effective at the open of business two Business Days after the close of the 20 consecutive Trading Day period. The Fixed Accounting Event Settlement Rate shall be adjusted in the same manner and
at the same time as the Settlement Rate and Fixed Settlement Rates pursuant to Section 5.6. The Fixed Accounting Event Settlement Rate determined by the Calculation Agent shall be conclusive, absent manifest error.


     SECTION 5.2 Contract Adjustment Payments. (a) Contract Adjustment Payments shall accumulate on each Purchase
Contract constituting a part of a Unit at 2.50% per year of the Stated Amount of such Unit, accruing from August 5, 2008 through but excluding the Stock Purchase Date, provided that no
Contract Adjustment Payment shall accrue after an Early Settlement or Fundamental Change Early Settlement. Subject to Section 5.3, the Company shall pay, on each Payment Date, the Contract Adjustment Payments, if any, payable in respect of each
Purchase Contract to the Person in whose name a Certificate (or one or more Predecessor Certificates) is registered on the Register at the close of business on the Record Date next preceding such Payment Date in such coin or currency of the United
States as at the time of payment shall be legal tender for payments. The Contract Adjustment Payments, if any, will be payable at the office of the Purchase Contract Agent in the Borough of Manhattan, New York City, or, if the Units do not remain in
book-entry only form, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person's address as it appears on the Register or by wire transfer to the account maintained in the United States designated by
written notice given ten Business Days prior to the applicable payment date by such Person.


          (b) Upon the occurrence of a Termination Event, the Company's obligation to pay Contract Adjustment Payments (including any accrued and unpaid
Deferred Contract Adjustment Payments), if any, shall cease.


          (c) Each Certificate delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Certificate
(including as a result of a Collateral Substitution or the re-establishment of a Normal Unit) shall carry the rights to receive Contract Adjustment Payments (including any accrued and unpaid Deferred Contract Adjustment Payments), if any, and to
accrue Contract Adjustment Payments, if any, which were carried by the Purchase Contracts underlying such other Certificates.


          (d) Subject to Section 5.4, Section 5.6(b)(ii) and Section 5.9 in the case of any Unit with respect to which Early Settlement or Fundamental
Change Early Settlement of the underlying Purchase Contract is effected on an Early Settlement Date or a Fundamental Change Early Settlement Date, respectively, or in respect of which Cash Settlement of the underlying Purchase Contract is effected
on the thirteenth Business Day immediately preceding the Stock Purchase Date, or with respect to which a Collateral Substitution or a reestablishment of a Normal Unit pursuant to Section 3.14 is effected, in each case on a date that is after any
Record Date and on or prior to the next succeeding Payment Date, Contract Adjustment Payments on the


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Purchase Contract underlying such Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Early Settlement, Collateral
Substitution or a reestablishment of Normal Units, and such Contract Adjustment Payments shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Certificate evidencing such Unit (or one or more
Predecessor Certificates) was registered at the close of business on such Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Unit with respect to which Early Settlement or Fundamental Change
Early Settlement on an Early Settlement Date or Fundamental Change Early Settlement Date, as the case may be, Contract Adjustment Payments, if any, that would otherwise be payable after the Early Settlement Date, or Fundamental Change Early
Settlement Date, with respect to such Purchase Contract shall not be payable.


          (e) The Company's obligations with respect to Contract Adjustment Payments (including any accrued or Deferred Contract Adjustment Payments)
will be subordinated and junior in right of payment to the Company's obligations under any Senior Indebtedness to the extent set forth in Section 5.2(f) .


          (f) Subject to the provisions of Section 5.8, in the event (x) of any payment by, or distribution of assets of, the Company of any kind or
character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, or (y)
subject to the provisions of Section 5.2(h) below, that (i) a default shall have occurred and be continuing with respect to the payment of principal, interest or any other monetary amounts due and payable on any Senior Indebtedness and such default
shall have continued beyond the period of grace, if any, specified in the instrument evidencing such Senior Indebtedness (and the Purchase Contract Agent shall have received written notice thereof from the Company or one or more holders of Senior
Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), or (ii) the maturity of any Senior Indebtedness shall have been accelerated
because of a default in respect of such Senior Indebtedness (and the Purchase Contract Agent shall have received written notice thereof from the Company or one or more holders of Senior Indebtedness or their representative or representatives or the
trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), then:


(i) the holders of all Senior Indebtedness shall first be entitled to receive, in the case of clause (x) above, payment in full of all amounts
due or to become due upon all Senior Indebtedness and, in the case of subclauses (i) and (ii) of clause (y) above, payment of all amounts due thereon, or provision shall be made for such payment in money or money's worth, before the Holders of any
of the Units are entitled to receive any Contract Adjustment Payments or Deferred Contract Adjustment Payments on the Purchase Contracts underlying the Units;


(ii) any payment by, or distribution of assets of, the Company of any kind or character, whether in cash, property or securities, to which the
Holders of any of the Units would be entitled except for the provisions of Section 5.2(e)


38








through Section 5.2(q), including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of such Contract Adjustment
Payments on the Purchase Contracts underlying the Units, shall be paid or delivered by the Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of such
Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts
remaining unpaid on account of such Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution (or
provision therefor) to the holders of such Senior Indebtedness, before any payment or distribution is made of such Contract Adjustment Payments to the Holders of such Units; and


(iii) in the event that, notwithstanding the foregoing, any payment by, or distribution of assets of, the Company of any kind or character,
whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of Contract Adjustment
Payments or Deferred Contract Adjustment Payments on the Purchase Contracts underlying the Units, shall be received by the Purchase Contract Agent or the Holders of any of the Units when such payment or distribution is prohibited pursuant to Section
5.2(e) through Section 5.2(q), such payment or distribution shall be paid over 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 any such Senior Indebtedness may have been issued, ratably as aforesaid, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect to
any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness.


          (g) For purposes of Section 5.2(e) through Section 5.2(q), 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 Person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in Section 5.2(e)
through Section 5.2(q) with respect to such Contract Adjustment Payments or Deferred Contract Adjustment Payments on the Units to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the indebtedness or guarantee of indebtedness, as the case may be, that constitutes Senior Indebtedness is assumed by the Person, if any, resulting from any such reorganization or
readjustment, and (ii) the rights of the holders of the Senior Indebtedness are not, without the consent of each such holder adversely affected thereby, altered by such reorganization or readjustment.


          (h) Any failure by the Company to make any payment on or perform any other obligation under Senior Indebtedness, other than any indebtedness
incurred by the


39









Company or assumed or guaranteed, directly or indirectly, by the Company for money borrowed (or any deferral, renewal, extension or refunding thereof) or any indebtedness or obligation as to which the provisions of Section 5.2(e)
through Section 5.2(q) shall have been waived by the Company in the instrument or instruments by which the Company incurred, assumed, guaranteed or otherwise created such indebtedness or obligation, shall not be deemed a default or event of default
if (i) the Company shall be disputing its obligation to make such payment or perform such obligation and (ii) either (A) no final judgment relating to such dispute shall have been issued against the Company which is in full force and effect and is
not subject to further review, including a judgment that has become final by reason of the expiration of the time within which a party may seek further appeal or review, and (B) in the event a judgment that is subject to further review or appeal has
been issued, the Company shall in good faith be prosecuting an appeal or other proceeding for review and a stay of execution shall have been obtained pending such appeal or review.


          (i) (i) Subject to the payment in full of all Senior Indebtedness, the Holders of the Purchase Contracts underlying the Units shall be
subrogated (equally and ratably with the holders of all obligations of the Company which by their express terms are subordinated to Senior Indebtedness of the Company to the same extent as payment of the Contract Adjustment Payments or Deferred
Contract Adjustment Payments in respect of the Purchase Contracts underlying the Units is subordinated and which are entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness to receive payments or distributions of
cash, property or securities of the Company applicable to the Senior Indebtedness until all such Contract Adjustment Payments or Deferred Contract Adjustment Payments owing on the Purchase Contracts underlying the Units shall be paid in full, and as
between the Company, its creditors other than holders of such Senior Indebtedness and the Holders, no such payment or distribution made to the holders of Senior Indebtedness by virtue of Section 5.2(e) through Section 5.2(q) that otherwise would
have been made to the Holders shall be deemed to be a payment by the Company on account of such Senior Indebtedness, it being understood that the provisions of Section 5.2(e) through Section 5.2(q) are and are intended solely for the purpose of
defining the relative rights of the Holders, on the one hand, and the holders of Senior Indebtedness, on the other hand.


          (j) Nothing contained in Section 5.2(e) through Section 5.2(q) or elsewhere in this Agreement or in the Units is intended to or shall impair,
as among the Company, its creditors other than the holders of Senior Indebtedness and the Holders, the obligation of the Company, which, subject to the occurrence of a Termination Event as described in Section 5.2(b) and the Company's right pursuant
to Section 5.3 to defer Contract Adjustment Payments, is absolute and unconditional, to pay to the Holders such Contract Adjustment Payments on the Purchase Contracts underlying the Units 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 and creditors of the Company other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Purchase Contract Agent or
any Holder from exercising all remedies otherwise permitted by applicable law upon default under this Agreement, subject to the rights, if any, under these Section 5.2(e) through Section 5.2(q), of the holders of Senior Indebtedness in respect of
cash, property or securities of the Company received upon the exercise of any such remedy.


40









          (k) Upon payment or distribution of assets of the Company referred to in Section 5.2(e) through Section 5.2(q), the Purchase Contract Agent and
the Holders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which any such dissolution, winding up, liquidation or reorganization proceeding affecting the affairs of the Company is pending or upon a
certificate of the trustee in bankruptcy, receiver, assignee for the benefit of creditors, liquidating trustee or agent or other Person making any payment or distribution, delivered to the Purchase Contract Agent or to the Holders, for the purpose
of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the 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 Section 5.2(e) through Section 5.2(q) .


          (l) The Purchase Contract Agent shall be entitled to 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 Senior Indebtedness or a trustee or representative on behalf of any such holder or holders. In the
event that the Purchase Contract Agent determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to Section 5.2(e)
through Section 5.2(q), the Purchase Contract Agent may request such Person to furnish evidence to the reasonable satisfaction of the Purchase Contract Agent as to the amount of 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 Section 5.2(e) through Section 5.2(q), and, if such evidence is not furnished, the Purchase Contract Agent may defer
payment to such Person pending judicial determination as to the right of such Person to receive such payment.


          (m) Nothing contained in Section 5.2(e) through Section 5.2(q) shall affect the obligations of the Company to make, or prevent the Company from
making, payment of the Contract Adjustment Payments, except as provided in Section 5.2(e) through Section 5.2(q) .


          (n) Each Holder of Units, by his acceptance thereof, authorizes and directs the Purchase Contract Agent on his, her or its behalf to take such
action as may be necessary or appropriate to effectuate the subordination provided in Section 5.2(e) through Section 5.2(q) and appoints the Purchase Contract Agent his, her or its attorney-in-fact, as the case may be, for any and all such purposes.



          (o) The Company shall give prompt written notice to the Purchase Contract Agent of any fact known to the Company that would prohibit the making
of any payment of moneys to or by the Purchase Contract Agent in respect of the Purchase Contracts underlying the Units pursuant to the provisions of this Section 5.2. Notwithstanding the provisions of Section 5.2(e) through Section 5.2(q) or any
other provisions of this Agreement, the Purchase Contract Agent shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of moneys to or by the Purchase Contract Agent, or the taking of any
other action by the Purchase Contract Agent, unless and until a Responsible Officer of the Purchase Contract Agent shall have received written notice thereof from the Company, any Holder, any paying agent or the holder or representative of any
Senior Indebtedness; provided


41









that, if at least two Business Days prior to the date upon which by the terms hereof any such moneys may become payable for any purpose, the Purchase Contract Agent shall not have received with respect to such moneys the notice
provided for in this Section 5.2(o), then, anything herein contained to the contrary notwithstanding, the Purchase Contract Agent shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were
received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to or on or after such date.


          (p) The Purchase Contract Agent in its individual capacity shall be entitled to all the rights set forth in this Section 5.2 with respect to
any Senior Indebtedness at the time held by it, to the same extent as any other holder of Senior Indebtedness and nothing in this Agreement shall deprive the Purchase Contract Agent of any of its rights as such holder.


          (q) No right of any present or future holder of any Senior Indebtedness to enforce the subordination herein shall at any time or in any way be
prejudiced or impaired by any act or failure to act on the part of the Company or by any noncompliance by the Company with the terms, provisions and covenants of this Agreement, regardless of any knowledge thereof which any such holder may have or
be otherwise charged with.


          (r) Nothing in this Section 5.2 shall apply to claims of, or payments to, the Purchase Contract Agent under or pursuant to Section 7.7 hereof.



          With respect to the holders of Senior Indebtedness, (i) the duties and obligations of the Purchase Contract Agent shall be determined solely by the express provisions of this Agreement; (ii) the
Purchase Contract Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement; (iii) no implied covenants or obligations shall be read into this Agreement against the Purchase
Contract Agent; and (iv) the Purchase Contract Agent shall not be deemed to be a fiduciary as to such holders.


     SECTION 5.3 Deferral of Contract Adjustment Payments. (a) The Company shall have the right, at any time prior
to the Stock Purchase Date, to defer the payment of any or all of the Contract Adjustment Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders and the Purchase Contract Agent written notice of its election
to defer each such deferred Contract Adjustment Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the
Payment Date with respect to payment of such Contract Adjustment Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Units, but in any event not less than one Business Day prior to such Record Date. Any
Contract Adjustment Payments so deferred shall, to the extent permitted by law, accrue additional Contract Adjustment Payments thereon at the rate of 10.75% per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on
each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment Payments, if any, together with the additional Contract Adjustment Payments, if any, accrued thereon, being referred to herein as the
“Deferred Contract Adjustment Payments”). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred
pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Settlement Date and no such deferral period


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may end other than on a Payment Date. If the Purchase Contracts are terminated upon the occurrence of a Termination Event or Early Settlement, the Holder's right to receive Contract Adjustment Payments, if any, and any Deferred
Contract Adjustment Payments, will terminate.


          (b) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Purchase Contracts until a Payment Date
prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if any, shall be payable to the registered Holders as of the close of business on the Record Date immediately preceding such Payment Date.


          (c) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Purchase Contracts until the Stock
Purchase Date, each Holder will receive on the Stock Purchase Date a cash payment equal to the aggregate amount of Deferred Contract Adjustment Payments payable to such Holder (net of any required tax withholding on such Deferred Contract Adjustment
Payment, which shall be remitted to the appropriate taxing jurisdiction).


          (d) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments then, until the date on which the
Deferred Contract Adjustment Payments have been paid, the Company shall not, and will not permit any subsidiary of the Company to, declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation
payment with respect to, any of the Company's Ordinary Shares other than:


(i) repurchases, redemptions or acquisitions of Ordinary Shares of the Company in connection with any employment contract, benefit plan or
other similar arrangement with or for the benefit of employees, officers, directors or agents or a share purchase or dividend reinvestment plan, or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding
on the date the Company exercises its right to defer the payment of Contract Adjustment Payments;


(ii) as a result of a reclassification of the Company's Capital Stock or the exchange or conversion of one class or series of the Company's
Capital Stock for another class or series of the Company's Capital Stock;


(iii) the purchase of fractional interests of the Company's Capital Stock pursuant to the conversion or exchange provisions of such Capital
Stock or the security being converted or exchanged;


(iv) dividends or distributions in the Company's Capital Stock (or rights to acquire the Company's Capital Stock); or


(v) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan on the date the Company exercises its right
to defer the payment of Contract Adjustment Payments or the declaration or


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payment thereunder of a dividend or distribution of or with respect to rights in the future, or the redemption or repurchase of any rights pursuant thereto.


     SECTION 5.4 Payment of Purchase Price; Remarketing. (a) Unless a Special Event Redemption or Termination Event
has occurred, or a Holder of a Unit has settled the underlying Purchase Contract through an Early Settlement pursuant to Section 5.9 or a Fundamental Change Early Settlement pursuant to Section 5.6(b)(ii), each Holder of a Normal Unit may pay in
cash (“Cash Settlement”) the Purchase Price for the Ordinary Shares to be purchased pursuant to a Purchase Contract if such Holder notifies the Purchase Contract Agent by surrender of the
Normal Unit Certificate, if in certificated form, and delivery of a notice in substantially the form of Exhibit E hereto of its intention to make a Cash Settlement. Such notice shall be made on or prior to 5:00 p.m., New York City time, on the
thirteenth Business Day immediately preceding the Stock Purchase Date. The Purchase Contract Agent shall promptly notify the Collateral Agent of the receipt of such a notice from a Holder intending to make a Cash Settlement.


(i) A Holder of a Normal Unit who has so notified the Purchase Contract Agent of its intention to make a Cash Settlement is required to pay the
Purchase Price to the Collateral Agent prior to 5:00 p.m., New York City time, on the thirteenth Business Day immediately preceding the Stock Purchase Date in lawful money of the United States by certified or cashier's check or wire transfer, in
each case in immediately available funds payable to or upon the order of the Collateral Agent for deposit in the Collateral Account. Any cash received by the Collateral Agent will be paid to the Company on the Stock Purchase Date in settlement of
the Purchase Contract in accordance with the terms of this Agreement and the Pledge Agreement, and any funds received by the Collateral Agent in excess of the Purchase Price for the Ordinary Shares to be purchased by such Holder shall be distributed
to the Purchase Contract Agent when received for payment to the Holder.


(ii) If a Holder of a Normal Unit fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with
paragraph (a)(i) above, the Holder shall be deemed to have consented to the disposition of the Pledged Notes pursuant to the remarketing as described in paragraph (b) below. If a Holder of a Normal Unit does notify the Purchase Contract Agent as
provided in paragraph (a)(i) above of its intention to pay the Purchase Price in cash, but fails to make such payment as required by paragraph (a)(i) above, the Holder shall be deemed to have consented to the disposition of the Pledged Notes
pursuant to the remarketing as described in paragraph (b) below.


          (b) (i) Unless a Special Event Redemption has occurred, the Company shall engage a nationally recognized investment bank (the “Remarketing Agent”) pursuant to a Remarketing Agreement to be entered into between the Company and the Remarketing Agent, but providing for remarketing procedures substantially as set forth below to sell
the Notes of Holders of Normal Units, other than Holders that have elected not to participate in the remarketing pursuant to the procedures set forth in clause (iv) below, and holders of Separate Notes that have elected to participate in the
remarketing pursuant to the procedures set forth in Section 4.5(d) of the Pledge Agreement and Section 2.20 of the Fifth Supplemental Indenture.


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The Company or the Purchase Contract Agent, at the Company's request, shall notify (the “Remarketing Notice”), not later than 10:00 a.m. (New York City time) on the
seventh Business Day immediately preceding the Remarketing Date, Holders of Normal Units, and holders of Separate Notes, of the remarketing to take place on the Remarketing Date, and if necessary, on the eighth Business Day immediately preceding the
Stock Purchase Date, and if necessary, on the seventh Business Day immediately preceding the Stock Purchase Date, and if necessary, on the sixth Business Day immediately preceding the Stock Purchase Date, and if necessary, on the fifth Business Day
immediately preceding the Stock Purchase Date, and if necessary, on the fourth Business Day immediately preceding the Stock Purchase Date, and if necessary, on the third Business Day immediately preceding the Stock Purchase Date (each such date
other than the Remarketing Date a “Subsequent Remarketing Date”) (and if such Normal Units or Separate Notes are held in global form, the Company, or the Purchase Contract Agent, at the
Company's request, will cause the Clearing Agency to notify the Clearing Agency Participants of such remarketing by no later than the seventh Business Day preceding the Remarketing Date). The Remarketing Notice will include the amount of cash that
must be delivered by the Holders of Normal Units that elect not to participate in the remarketing and the deadline for such delivery, as well as information with respect to the exercise of the Put Right (as defined in the Fifth Supplemental
Indenture). The Purchase Contract Agent shall notify, by 10:00 a.m., New York City time, on the eleventh Business Day immediately preceding the Stock Purchase Date, the Remarketing Agent and the Collateral Agent of the aggregate principal amount of
Notes of Normal Unit Holders to be remarketed. On the eleventh Business Day preceding the Stock Purchase Date, no later than by 10:00 a.m., New York City time, pursuant to the terms of the Pledge Agreement, the Custodial Agent will notify the
Remarketing Agent of the aggregate principal amount of Separate Notes to be remarketed. No later than 10:00 a.m., New York City time, on the tenth Business Day immediately preceding the Stock Purchase Date, the Collateral Agent and the Custodial
Agent, pursuant to the terms of the Pledge Agreement, will deliver for remarketing to the Remarketing Agent all Notes to be remarketed. Upon receipt of such notice from the Purchase Contract Agent and the Custodial Agent and such Notes from the
Collateral Agent and the Custodial Agent, the Remarketing Agent will, on the Remarketing Date, and if necessary, on each Subsequent Remarketing Date, use its reasonable best efforts to sell such Notes on such dates at an aggregate price equal to
100% of the aggregate principal amount of such Notes. If the Remarketing Agent is able to remarket such Notes at a price equal to 100% of the aggregate principal amount of such Notes, the proceeds will be paid to the Collateral Agent, on behalf of
the Company, in direct settlement of the obligations of the Holders under the related Purchase Contracts to purchase Ordinary Shares of the Company. The Remarketing Agent will remit (1) to the Custodial Agent, for the benefit of the holders of
Separate Notes that were remarketed, the portion of the proceeds from the remarketing attributable to such Separate Notes and (2) the remaining portion of the proceeds, less those proceeds paid to the Collateral Agent, for the benefit of the
Company, and used to pay the Company in direct settlement of the Holders' obligations under the Purchase Contracts, to the Purchase Contract Agent for the benefit of the Holders of the Normal Units that were remarketed, all determined on a pro rata
basis, in each case, on or prior to the third Business Day following the date on which the Notes were successfully remarketed. None of the Purchase Contract Agent, any Holders of Normal Units or Holders of Separate Notes whose Notes are so
remarketed will be responsible for the payment of any remarketing fee (the “Remarketing Fee”) in connection therewith. The Company shall be


45









solely responsible for the payment of the Remarketing Fee in accordance with the terms of the Remarketing Agreement.


(ii) If, in spite of using its reasonable best efforts, the Remarketing Agent cannot remarket the Notes included in the remarketing at a price
equal to 100% of the principal amount of the Notes included in the remarketing on the Remarketing Date, the Remarketing Agent will attempt to establish a Remarketing Rate meeting these requirements on each of the Subsequent Remarketing Dates. If, in
spite of using its reasonable best efforts, the Remarketing Agent fails to remarket the Notes included in the remarketing at a price equal to 100% of the principal amount of the Notes included in the remarketing on or before 4:00 p.m., New York City
time on the third Business Day immediately preceding the Stock Purchase Date, the remarketing will be deemed to have failed (the “Last Failed Remarketing”), and in this case, the Remarketing
Agent will agree to advise the Collateral Agent in writing that it cannot remarket the Notes. Within three Business Days following the date of the Last Failed Remarketing, the Remarketing Agent shall return any Notes delivered to it to the
Collateral Agent and the Custodial Agent, as applicable. The Collateral Agent, for the benefit of the Company may exercise its rights as a secured party with respect to such Notes, including those actions specified in (b) (iii) below;
provided that if upon the Last Failed Remarketing, the Collateral Agent exercises such rights for the benefit of the Company with respect to such Notes, any accumulated and unpaid interest
on such Notes will become payable by the Company to the Purchase Contract Agent for payment to the Holders of the Normal Units to which such Notes relate. Such payment will be made by the Company on or prior to 2:00 p.m., New York City time, on the
Stock Purchase Date in lawful money of the United States by certified or cashier's check or wire transfer in immediately available funds payable to or upon the order of the Purchase Contract Agent. The Company will cause a notice of any failed
remarketing and of the Last Failed Remarketing to be published before 9:00 a.m., New York City time, on the Business Day following each failed remarketing and the Last Failed Remarketing, as the case may be. The Company will also release this
information by means of Bloomberg and Reuters newswire (or any successor or equivalent of such newswires).


(iii) With respect to any Notes which constitute part of Normal Units which are subject to the Last Failed Remarketing, the Collateral Agent
for the benefit of the Company reserves all of its rights as a secured party with respect thereto and, subject to applicable law and Section 5.4(e) below, may, among other things permit the Company to, (A) retain and cancel such Notes or (B) cause
the Notes to be sold, in either case, in full satisfaction of the Holders' obligations under the Purchase Contracts.


(iv) A Holder of Normal Units may elect not to participate in the remarketing and retain the Notes underlying such Units by notifying the
Purchase Contract Agent of such election and delivering the requisite amount of cash in lawful money of the United States by certified or cashier's check or wire transfer,


46









in each case, in immediately available funds, equal to the Purchase Price per Purchase Contract (the “Cash Consideration”) to the Purchase Contract Agent not later than
5:00 p.m. New York City time on the thirteenth Business Day prior to the Stock Purchase Date as set forth in the Remarketing Notice and following the procedures to exchange its Normal Units for Stripped Units (substituting references to Treasury
Securities with references to Cash Consideration) as described in Section 3.13 (an “Opt-Out”). In such event, all references to the Treasury Securities or Pledged Treasury Securities herein,
including for purposes of Section 3.15 and Section 5.8, shall be deemed to include such Cash Consideration in addition to the Treasury Securities. Upon receipt thereof by the Purchase Contract Agent, the Purchase Contract Agent shall deliver such
Cash Consideration to the Collateral Agent, which will for the benefit of the Company, thereupon apply such Cash Consideration to secure such Holder's obligations under the Purchase Contracts. On the Business Day immediately preceding the first day
of the Remarketing Period, the Collateral Agent, pursuant to the terms of the Pledge Agreement, will deliver the Pledged Notes of such Holder to the Purchase Contract Agent and within three Business Days thereof, the Purchase Contract Agent shall
distribute such Notes to the Holders thereof. A Holder that does not so deliver the requisite Cash Consideration or does not so notify the Agent of its election not to participate in the remarketing pursuant to this clause (iv) shall be deemed to
have elected to participate in the remarketing. Any Cash Consideration received by the Collateral Agent will be paid to the Company on the Stock Purchase Date in settlement of the Purchase Contract in accordance with the terms of this Agreement and
the Pledge Agreement, and any funds received by the Collateral Agent in excess of the Purchase Price for the Ordinary Shares to be purchased by such Holder shall be distributed to the Purchase Contract Agent when received for payment to the Holder.



          (c) Upon the maturity of the Pledged Treasury Securities underlying the Stripped Units and, in the event of a Special Event Redemption, the
Pledged Treasury Consideration underlying the Normal Units, on the Stock Purchase Date the Collateral Agent shall remit to the Company an amount equal to the aggregate Purchase Price applicable to such Units, as payment for the Ordinary Shares
issuable upon settlement thereof without needing to receive any instructions from the Holders of such Units. In the event the payments in respect of the Pledged Treasury Securities or the Pledged Treasury Consideration underlying a Unit is in excess
of the Purchase Price of the Purchase Contract being settled thereby, the Collateral Agent will distribute such excess to the Purchase Contract Agent for the benefit of the Holder of such Unit when received.


          (d) Any distribution to Holders of excess funds and interest described in Section 5.4(b) and Section 5.4(c) above shall be payable at the
office of the Purchase Contract Agent in the Borough of Manhattan, New York City, or, if the Units do not remain in book-entry only form, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person's
address as it appears on the Register or by wire transfer to the account maintained in the United States designated by written notice given ten Business Days prior to the applicable payment date by such Person.


47









          (e) Notwithstanding anything to the contrary herein or in the Pledge Agreement, subject to Section 3.2 of the Pledge Agreement, the obligations
of each Holder to pay the Purchase Price are non-recourse obligations and are payable solely out of the proceeds of any Collateral pledged to secure the obligations of the Holders (except to the extent paid by Cash Settlement, Early Settlement or
Fundamental Change Early Settlement) and in no event will Holders be liable for any deficiency between such payments and the Purchase Price.


          (f) Notwithstanding anything to the contrary herein, the Company shall not be obligated to issue any Ordinary Shares in respect of a Purchase
Contract or deliver any certificates therefor to the Holder of the related Unit unless the Company shall have (i) received payment in full of the aggregate Purchase Price for the Ordinary Shares to be purchased thereunder by such Holder in the
manner herein set forth or (ii) become entitled to exercise its rights as a secured party under Section 5.4(b)(iii) .


     SECTION 5.5 Issuance of Ordinary Shares. Unless a Termination Event shall have occurred on or prior to the
Stock Purchase Date or an Early Settlement or a Fundamental Change Early Settlement shall have occurred, on the Stock Purchase Date, upon the Company's receipt of payment in full of the Purchase Price for the Ordinary Shares purchased by the Holders
pursuant to the foregoing provisions of this Article and subject to Section 5.6(c) or the Company's exercise of its rights as a secured party pursuant to Section 5.4(b)(iii), the Company shall issue and deposit with the Purchase Contract Agent, for
the benefit of the Holders of the Outstanding Units, one or more certificates representing the newly issued Ordinary Shares, registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for
Ordinary Shares, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”), to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Certificate to the Purchase Contract Agent on or after the Stock Purchase
Date, Early Settlement Date or Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive in exchange therefor
a certificate representing that number of whole Ordinary Shares which such Holder is entitled to receive pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of
fractional shares as provided in Section 5.11 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall
forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder's designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent. If any Ordinary Shares issued in respect of
a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any
transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of such Certificate or has established to the satisfaction of the Company that such tax either has been paid or is not payable.



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     SECTION 5.6 Adjustment of Settlement Rate.


          (a) Adjustments for Dividends, Distributions, Stock Splits, Etc.


     (1) Adjustment for Change in Capital Stock. If, after the date of this Agreement, the Company: (A) pays a dividend or makes another distribution to all holders of the Company's Ordinary Shares payable
exclusively in Ordinary Shares on the Company's Ordinary Shares; (B) subdivides or splits the outstanding Ordinary Shares into a greater number of shares; or (C) combines the outstanding Ordinary Shares into a smaller number of shares, then the
Fixed Settlement Rates in effect immediately prior to such action shall be adjusted so that the Holder of a Purchase Contract forming a part of a Unit thereafter settled may receive the number of Ordinary Shares which such Holder would have owned
immediately following such action if such Holder had settled the Purchase Contract immediately prior to such action.


     The adjustment shall become effective immediately after the record date in the case of a dividend, distribution or subdivision and immediately after the effective date in the case of a combination.



     (2) Adjustment for Rights Issue. If, after the date of this Agreement, the Company distributes any rights, options or warrants to all holders of the Company's Ordinary Shares entitling them to
purchase or subscribe for, for a period expiring within 60 days, Ordinary Shares at a price per share less than the Current Market Price as of the Time of Determination (except that no adjustment will be made if Holders of the Units may participate
in the distribution on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate), each Fixed Settlement Rate shall be adjusted in accordance with the formula:

		
    R' = R x			
	 	 	
(O + N)	 
	 	 	
(O + (N x P)/M)	 




where:



     R' = the applicable adjusted Fixed Settlement Rate.


     R = the applicable current Fixed Settlement Rate.


     O = the number of Ordinary Shares outstanding on the record date for the distribution to which this Section 5.6(a)(2) is being applied.


     N = the number of additional Ordinary Shares offered pursuant to the distribution.


     P = the offering price per share of the additional shares.


     M = the Current Market Price.


     The adjustment shall become effective immediately after the record date for the determination of shareholders entitled to receive the rights, warrants or options to which this Section 5.6(a)(2)
applies. If all of the Ordinary Shares subject to such rights, warrants or options have not been issued when such rights, warrants or options expire, then the Fixed Settlement Rates shall promptly be readjusted to the Fixed Settlement Rates which
would then be in effect


49









had the adjustment upon the issuance of such rights, warrants or options been made on the basis of the actual number of Ordinary Shares issued upon the exercise of such rights, warrants or options. No adjustment shall be made
under this Section 5.6(a)(2) if the application of the formula stated above in this Section 5.6(a)(2) would result in a value of R' that is equal to or less than the value of R.


     (3) Adjustments for Other Distributions. If, after the date of this Agreement, the Company dividends or distributes to all holders of its Ordinary Shares any of its debt, Capital Stock, securities or
assets or any rights, warrants or options to purchase securities of the Company (including securities or cash, but excluding (x) distributions of Capital Stock referred to in Section 5.6(a)(1)(A) and distributions of rights, warrants or options
referred to in Section 5.6(a)(2) and (y) dividends or distributions that are paid exclusively in cash) each Fixed Settlement Rate shall be adjusted, subject to the provisions of the last paragraph of this Section 5.6(a)(3), in accordance with the
formula:

		
       R' = R x			
	 	 	
M	 
	 	 	
(M-F)	 





where:


     R' = the applicable adjusted Fixed Settlement Rate.


     R = the applicable current Fixed Settlement Rate.


     M = the Current Market Price.


     F = the fair market value (on the record date for the distribution to which this Section 5.6(a)(3) applies) of the debt, Capital Stock, assets, securities, rights, warrants or options to be
distributed in respect of each Ordinary Share in the distribution to which this Section 5.6(a)(3) is being applied (including, in the case of cash dividends or other cash distributions giving rise to an adjustment, all such cash distributed
concurrently).


     In the event the Company distributes shares of Capital Stock of a subsidiary, the Fixed Settlement Rates will be adjusted, if at all, based on the market value of the subsidiary stock so distributed
relative to the market value of the Ordinary Shares, as discussed below. The Board of Directors shall determine fair market values for the purposes of this Section 5.6(a)(3), except that in respect of a dividend or other distribution of shares of
Capital Stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit of the Company (a “Spin-off”), the fair market value of the
securities to be distributed shall equal the average of the daily Closing Prices of those securities for the five consecutive Trading Days commencing on and including the sixth day of trading of those securities after the effectiveness of the
Spin-off. In the event, however, that an underwritten initial public offering of the securities in the Spin-off occurs simultaneously with the Spin-off, fair market value of the securities distributed in the Spin-off shall mean the initial public
offering price of such securities and the Current Market Price shall mean the Closing Price for the Ordinary Shares on the same Trading Day.


50









     The adjustment shall become effective immediately after the record date for the determination of shareholders entitled to receive the distribution to which this Section 5.6(a)(3) applies, except that
an adjustment related to a Spin-off shall become effective at the earlier to occur of (i) 10 Trading Days after the effective date of the Spin-off and (ii) the initial public offering of the securities distributed in the Spin-off.


     (4) Cash Distributions. In case the Company or any of its subsidiaries (other than distributions by the Company's subsidiaries solely to the Company) shall, by dividend or otherwise, pay regular
quarterly, semi-annual or annual cash dividends or make any other distributions consisting exclusively of cash to all holders of its Ordinary Shares, excluding any cash dividend or distribution on the Ordinary Shares to the extent that the aggregate
cash dividend or distribution per Ordinary Share in any quarter does not exceed $0.19 (the “Dividend Threshold Amount”) (the
Dividend Threshold Amount is subject to adjustment on an inversely proportional basis whenever there are adjustments to the Fixed Settlement Rates; provided that no adjustment shall be made
to the Dividend Threshold Amount for any adjustment made pursuant to this clause (4)), then, in such case, the Fixed Settlement Rates in effect at the close of business on the date fixed for the determination of shareholders entitled to receive such
dividend or distribution shall be adjusted by dividing such rate by a fraction of which the numerator shall be the Current Market Price per Ordinary Share on such date less the amount of cash so distributed applicable to one Ordinary Share in excess
of the Dividend Threshold Amount; and the denominator shall be the Current Market Price per Ordinary Share on such date, such adjustment to be effective at the opening of business on the day following the date fixed for the determination of
shareholders entitled to receive such dividend or distribution; provided that if the portion of the cash so distributed applicable to one Ordinary Share in excess of the Dividend Threshold
Amount is equal to or greater than the Current Market Price on such date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder of a Unit shall have the right to receive upon settlement of the Purchase Contracts
such excess amount. In the event that such dividend or distribution is not so paid or made, the Fixed Settlement Rates shall again be adjusted to be the Fixed Settlement Rates that would then be in effect if such dividend or distribution had not
been declared.


     (5) Adjustment for Company Tender Offer. If, after the date of this Agreement, the Company or any subsidiary of the Company pays holders of the Ordinary Shares in respect of a tender or exchange
offer, other than an odd-lot offer, by the Company or any of its subsidiaries for Ordinary Shares to the extent that the cash and the value of any other consideration included in the payment per Ordinary Share (as reasonably determined by the Board
of Directors, whose determination shall be conclusive and the basis for which shall be described in a Board Resolution) exceeds the average closing price of the Ordinary Shares for each of the five consecutive Trading Days next succeeding the last
date on which tenders or exchanges may be made under such tender or exchange offer (the “Expiration Time”), each Fixed Settlement Rate in effect at the Expiration Time shall be
adjusted by dividing such rate by a fraction of which:


(A) the numerator shall be equal to the sum of (1) the fair market value, as reasonably determined by the Board of Directors (whose determination shall be conclusive and the basis for which shall be described in a Board
Resolution), of the aggregate consideration payable for all Ordinary Shares that the Company or a subsidiary of the Company, as the case may be, purchased in such tender or exchange offer (the


51









“Purchased Shares”) and (2) the product of (x) the number of Ordinary Shares outstanding at the Expiration Time, less any Purchased Shares, and (y) the Closing
Price of the Ordinary Shares on the Trading Day next succeeding the Expiration Time, and


(B) the denominator shall be equal to the product of the number of Ordinary Shares outstanding at the Expiration Time, including the Purchased Shares, and the Closing Price of the Ordinary Shares on the Trading Day next
succeeding the Expiration Time;


such adjustment to become effective at the opening of business on the Business Day following the date of the Expiration Time.


.


     (6) Calculation of Adjustments. All adjustments to the Fixed Settlement Rates shall be calculated by the Company to the nearest 1/10,000th of an Ordinary Share (or if there is not a nearest 1/10,000th
of a share, to the next lower 1/10,000th of a share). No adjustment to the Settlement Rate shall be required unless such adjustment would require an increase or a decrease of at least one percent; provided that any adjustments not made shall be carried forward and taken into account in any subsequent adjustment and notwithstanding whether or not such one percent threshold shall have been met, all
such adjustments shall be made on the Stock Purchase Date. If an adjustment is made to the Fixed Settlement Rates pursuant to paragraph (1) through (5) or (7) of this Section 5.6(a), an adjustment shall also be made to the Applicable Market Value
solely to determine which of clauses (i), (ii) or (iii) of the definition of Settlement Rate in Section 5.1(a) will apply on the Stock Purchase Date. Such adjustment shall be made by multiplying the Applicable Market Value by a fraction, the
numerator of which shall be the applicable Fixed Settlement Rate immediately after such adjustment pursuant to paragraph (1) through (5) or (7) of this Section 5.6(a) and the denominator of which shall be the applicable Fixed Settlement Rate
immediately before such adjustment; provided that if such adjustment to the Fixed Settlement Rates is required to be made pursuant to the occurrence of any of the events contemplated by
paragraph (1) through (5) or (7) of this Section 5.6(a) during the period taken into consideration for determining the Applicable Market Value, appropriate and customary adjustments shall be made to the Fixed Settlement Rates.


     (7) Increase of Settlement Rate. The Company may make such increases in the Settlement Rate, in addition to those required by this Section, as it considers to be advisable in order to avoid or
diminish any income tax to any holders of Ordinary Shares resulting from any dividend or distribution of Capital Stock or issuance of rights or warrants to purchase or subscribe for stock or from any event treated as such for income tax purposes or
for any other reasons.


     (8) When No Adjustment Required. No adjustment to the Fixed Settlement Rates need be made as a result of: (i) the issuance of the rights; (ii) the distribution of separate certificates representing
the rights; (iii) the exercise or redemption of the rights in accordance with any rights agreement; or (iv) the termination or invalidation of the rights, in each case, pursuant to the Company's stockholders rights plan existing on the date of this
Agreement, as amended, modified, or supplemented from time to time or any newly adopted stockholders rights


52









plans; provided, however that to the extent that the Company has a stockholder rights plan in effect upon
settlement of a Purchase Contract, the Holder shall receive, in addition to the Ordinary Shares, the rights under such rights plan, unless, prior to any settlement of a Purchase Contract, the rights have separated from the Ordinary Shares, in which
case the Fixed Settlement Rates will be adjusted at the time of separation as if the Company made a distribution to all holders of its Ordinary Shares as described in clause (3) above, subject to readjustment in the event of the expiration,
termination or redemption of the rights. In addition, no adjustment to the Fixed Settlement Rates need be made:


(A) upon the issuance of any Ordinary Shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of
additional optional amounts in Ordinary Shares under any plan;


(B) upon the issuance of any Ordinary Shares or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by
the Company or any of its subsidiaries; or


(C) upon the issuance of any Ordinary Shares pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security outstanding as of the date the Units were first issued.



     No adjustment to the Fixed Settlement Rates need be made for a transaction referred to in 5.6(a)(2) or 5.6(a)(3) if Holders of the Units may participate in the transaction on a basis and with notice
that the Board of Directors determines to be fair and appropriate in light of the basis and notice on which holders of Ordinary Shares participate in the transaction. No adjustment to the Fixed Settlement Rates need be made for a change in the par
value or no par value of the Ordinary Shares.


     (9) Use of Terms. “Time of Determination” means the time and date of the earlier of (i) the determination of stockholders entitled to receive
rights, warrants or options or a distribution in each case, to which Section 5.6(a)(2) or Section 5.6(a)(3) applies and (ii) the time (“Ex-Dividend Time”) immediately prior to the
commencement of "ex-dividend" trading for such rights, warrants or options or distribution on the NYSE or such other U.S. national or regional exchange or market on which the Ordinary Shares are then listed or quoted.


     “Current Market Price” means the average of the Closing Prices of the Ordinary Shares for the five consecutive Trading Day period ending on
the third Business Day ending on the earlier of the day in question and the day before the "ex date" with respect to the issuance or distribution requiring such computation. For purposes of this paragraph, the term "ex date," when used with respect
to any issuance or distribution, means the first date on which the Ordinary Shares trade regular way on such exchange or in such market without the right to receive the issuance or distribution.


     (b) Adjustment for Consolidation, Merger or Other Reorganization Event.


          (i) In the event of


53









(1) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Ordinary Shares
outstanding immediately prior to the merger or consolidation are not exchanged for cash, securities other property of the Company or another corporation),


(2) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,


(3) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition) or any binding share exchange which reclassifies or changes its
outstanding Ordinary Shares, or


(4) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a “Reorganization
Event”),


each Ordinary Share covered by each Purchase Contract forming part of a Unit immediately prior to such Reorganization Event shall, after such Reorganization Event, be converted for purposes of the
Purchase Contract into the kind and amount of securities, cash and other property receivable in such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is
prior to the Stock Purchase Date) per Ordinary Share by a holder of Ordinary Shares that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was
made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of
Ordinary Shares held by Affiliates of the Company and non-Affiliates, and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event
(provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each Ordinary Share held immediately prior to such
Reorganization Event by a Person other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“Non-electing Share”),
then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share shall be deemed to be the kind and amount so receivable per Ordinary Share by a
plurality of the Non-electing Shares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property.


In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or
dissolution of the Company, the


54









Company or a liquidating trust created in connection therewith, shall execute and deliver to the Purchase Contract Agent an agreement supplemental hereto providing that the Holder of each Outstanding Unit shall have the rights
provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.


(ii) If a Fundamental Change occurs prior to the Stock Purchase Date, then each Holder of a Unit shall have the right to accelerate and settle
(“Fundamental Change Early Settlement”) the Purchase Contract contained in such Unit upon the conditions set forth below at the Fundamental Change Early Settlement Rate; provided
that no Fundamental Change Early Settlement will be permitted pursuant to this Section 5.6(b)(ii) unless, at the time such Fundamental Change Early Settlement is effected, there is an effective Registration Statement with respect to any securities
to be issued and delivered in connection with such Fundamental Change Early Settlement, if such a Registration Statement is required (in the view of counsel, which need not be in the form of a written opinion, for the Company) under the Securities
Act. If such a Registration Statement is so required, the Company covenants and agrees to use its commercially reasonable efforts to (x) have in effect a Registration Statement covering any securities to be delivered in respect of the Purchase
Contracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Fundamental Change Early Settlement. In the event that a Holder elects a Fundamental Change Early
Settlement and a Registration Statement is required to be effective in connection with the exercise of such Fundamental Change Early Settlement but no such Registration Statement is then effective, the Holder’s election shall be void unless and
until such a Registration Statement becomes effective.


If a Holder elects a Fundamental Change Early Settlement of some or all of its Purchase Contracts, such Holder shall be entitled to receive, on the Fundamental Change Early Settlement Date, the
aggregate amount of any accrued and unpaid Contract Adjustment Payments including and any Deferred Contract Adjustment Payments, with respect to such Purchase Contracts. The Company shall pay such amount as a credit against the amount otherwise
payable by such Holder to effect such Fundamental Change Early Settlement.


The “Fundamental Change Early Settlement Rate” shall be determined by reference to the table set forth below, based on the date on
which the Fundamental Change occurs or becomes effective (the “Effective Date”) and the stock price (the “Stock Price”) in the Fundamental Change, which means: (A) in the case of a Fundamental Change described in clause (ii) of the definition of such term where holders of the Ordinary Shares receive only cash in the Fundamental Change, the Stock
Price shall be the cash amount paid per share; or (B) otherwise, the Stock Price shall be the average of the Closing Price of the Ordinary Shares over the


55









five Trading Day period ending on the Trading Day preceding the Effective Date of the Fundamental Change.


The following table sets forth the Stock Price and Fundamental Change Early Settlement Rate per $25 of Stated Amount of Units:


Effective Date

										
	 	 	 	
    August 5, 2008	 	
August 15, 2009	 	
August 15, 2010	 	
August 15, 2011
	 	
Stock Price 	 	 	 	 	 	 	 	 
	 	 $10.0	 	
2.2724	 	
2.0544	 	
1.8182	 	
1.5625
	 	$13.0	 	
2.1086	 	
1.9409	 	
1.7592	 	
1.5625
	 	$16.0	 	
1.5625	 	
1.5625	 	
1.5625	 	
1.5625
	 	$20.0	 	
1.5001	 	
1.4538	 	
1.4109	 	
1.3242
	 	$25.0	 	
1.4559	 	
1.4199	 	
1.3839	 	
1.3242
	 	$30.0	 	
1.4282	 	
1.3993	 	
1.3690	 	
1.3242
	 	$40.0	 	
1.3961	 	
1.3766	 	
1.3547	 	
1.3242
	 	$50.0	 	
1.3785	 	
1.3647	 	
1.3480	 	
1.3242
	 	$75.0	 	
1.3568	 	
1.3503	 	
1.3401	 	
1.3242
	 	$100.0	 	
1.3465	 	
1.3433	 	
1.3359	 	
1.3242





The exact Stock Prices and Effective Dates may not be set forth in the table above, in which case:


(A) if the Stock Price on the Effective Date is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the Fundamental Change Early Settlement
Rate will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower Stock Price amount and the earlier and later Effective Dates, as applicable, based on a 365-day year;


(B) if the actual Stock Price on the Effective Date exceeds $100.00 per Ordinary Share, subject to adjustment as set forth herein, the Fundamental Change Early Settlement Rate will be the Minimum
Settlement Rate; and


(C) if the actual Stock Price on the Effective Date is less than $10.00 per Ordinary Share, subject to adjustment as set forth herein, the Fundamental Change Early Settlement Rate will be the
Maximum Settlement Rate.


The Stock Prices set forth in the first column of the table above shall be adjusted as of any date on which any Fixed Settlement Rate is adjusted pursuant to Section 5.6 hereof. The adjusted Stock
Prices will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the applicable Fixed Settlement Rate immediately prior to the adjustment giving rise to the Stock Price adjustment
and the denominator of


56









which is the Fixed Settlement Rate as so adjusted. The number of Ordinary Shares set forth in the table above will be adjusted in the same manner as the Fixed Settlement Rate is adjusted pursuant to Section 5.6 hereof.


Within five Business Days of the occurrence of a Fundamental Change, the Company shall provide written notice to Holders of Units of such Fundamental Change, which shall specify the deadline for
submitting the notice to settle early in cash pursuant to this Section 5.6(b)(ii), the date on which such Fundamental Change Early Settlement shall occur (which date shall be at least 20 nor more than 30 calendar days after the date of such written
notice by the Company; provided, however, that if such date would otherwise be less than two calendar days before the first day of
the Remarketing Period, the Fundamental Change Early Settlement right must be exercised by such date) (the “Fundamental Change Early Settlement Date”), the applicable Fundamental Change Early Settlement Rate and the amount (per Ordinary
Share) of cash, securities and other consideration receivable by the Holder, including the amount of Contract Adjustment Payments and Deferred Contract Adjustment Payments receivable, upon settlement.


Normal Units Holders and Stripped Units Holders may only effect Fundamental Change Early Settlement pursuant to this Section 5.6(b)(ii) in integral multiples of 40 Normal Units or Stripped Units, as
the case may be or, if the Fundamental Change Early Settlement occurs after a Special Event Redemption, as the case may be, only in integral multiples of Normal Units such that the Treasury Consideration to be released is in integral multiples of
$1,000. Other than the provisions relating to timing of notice and settlement, which shall be as set forth above, the provisions of Section 5.1 shall apply with respect to a Fundamental Change Early Settlement pursuant to this Section 5.6(b)(ii)
..


In order to exercise the Fundamental Change Early Settlement right with respect to any Purchase Contracts, the Holder of the Certificate evidencing Units shall deliver, no later than the close of
business on the third Business Day immediately preceding the Fundamental Change Early Settlement Date, such Certificate to the Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form
of “Election to Settle Early” on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds) in an amount equal to the product of (A) the Stated Amount and (B) the number of
Purchase Contracts with respect to which the Holder has elected to effect Fundamental Change Early Settlement.


Upon receipt of such Certificate and payment of such funds, the Purchase Contract Agent shall pay the Company from such funds the related Purchase Price pursuant to the terms of the related Purchase
Contracts, and notify the Collateral Agent that all the conditions necessary for a Fundamental Change Early Settlement by a Holder of Units have been satisfied pursuant to which the


57









Purchase Contract Agent has received from such Holder, and paid to the Company as confirmed in writing by the Company, the related Purchase Price.


Upon receipt by the Collateral Agent of the notice from the Purchase Contract Agent set forth in the preceding paragraph, the Collateral Agent shall release from the Pledge, (1) the Pledged Notes or
the Pledged Treasury Consideration in the case of a Holder of Normal Units or (2) Pledged Treasury Securities, in the case of a Holder of Stripped Units, in each case with a Value equal to the product of (x) the Stated Amount and (y) the number of
Purchase Contracts as to which such Holder has elected to effect Fundamental Change Early Settlement, and shall instruct the Securities Intermediary to Transfer all such Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities,
as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby.


If a Holder properly effects a Fundamental Change Early Settlement in accordance with the provisions of this Section 5.6(b)(ii), the Company shall deliver (or shall cause the Collateral Agent to
deliver) to the Holder on the Fundamental Change Early Settlement Date:


(A) the kind and amount of securities, cash and other property receivable upon such Fundamental Change by a Holder of the number of Ordinary Shares issuable on account of each Purchase Contract as if
the Stock Purchase Date had occurred immediately prior to such Fundamental Change at the Fundamental Change Early Settlement Rate in addition to accrued and unpaid Contract Adjustment Payments to the Fundamental Change Early Settlement Date. For
purposes of the foregoing, where a Fundamental Change involves a transaction that causes the Ordinary Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder
election) and the Holder exercises a Fundamental Early Change Settlement, the Company shall deliver to the Holder on the Fundamental Change Early Settlement Date, the weighted average of the types and amounts of consideration received by the holders
of Ordinary Shares that affirmatively make such an election; and


(B) the Notes, the Treasury Consideration or Treasury Securities underlying the Normal Units or the Stripped Units, as the case may be.


The Normal Units or the Stripped Units of the Holders who do not elect Fundamental Change Early Settlement in accordance with this Section 5.6(b)(ii) shall continue to remain outstanding and be
subject to settlement on the Stock Purchase Date in accordance with the terms hereof.


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          (c) Successive Adjustments. After an adjustment to the Fixed Settlement Rates under this Section 5.6, any subsequent event requiring an
adjustment under this Section 5.6 shall cause an adjustment to the Fixed Settlement Rates as so adjusted.


          (d) Multiple Adjustments. For the avoidance of doubt, if an event occurs that would trigger an adjustment to the Fixed Settlement Rates
pursuant to this Section 5.6 under more than one subsection hereof, such event, to the extent fully taken into account in a single adjustment, shall not result in multiple adjustments hereunder.


     SECTION 5.7 Notice of Adjustments and Certain Other Events.


          (a) Whenever the Fixed Settlement Rates are adjusted as herein provided or the Settlement Rate is fixed pursuant to Section 5.1(f), the Company
shall as soon as practicable following the occurrence of an event that requires or permits the Settlement Rate to be adjusted or fixed, (i) provide written notice to the Purchase Contract Agent of the occurrence of that event and (ii) compute the
Fixed Settlement Rates and the Applicable Market Value in accordance with Section 5.6 or, in the case of a fixing of the Settlement Rate, pursuant to Section 5.1(f), and prepare and transmit to the Purchase Contract Agent an Officers' Certificate
setting forth the Fixed Settlement Rates and the Applicable Market Value or the Fixed Accounting Event Settlement Rate, as the case may be, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon
which such adjustment is based (which Officers' Certificate, in the case of the fixing of the Settlement Rate pursuant to Section 5.1(f) shall be delivered by such time and date as specified in Section 5.1(f)) .


          (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Units to determine whether any facts
exist which may require any adjustment of the Fixed Settlement Rates and the Applicable Market Value, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same.
The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any Ordinary Shares, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase
Contract, and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any Ordinary Shares pursuant to a Purchase
Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article.


     SECTION 5.8 Termination Event; Notice. The Purchase Contracts and all obligations and rights of the Company
and the Holders thereunder, including, without limitation, the rights of Holders to receive Contract Adjustment Payments, if any, or any Deferred Contract Adjustment Payments and obligations of Holders to purchase Ordinary Shares, shall immediately
and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Company, if, on or prior to the Stock Purchase Date, a Termination Event shall have occurred. Upon and after the occurrence
of a Termination Event, the Normal Units shall thereafter represent the right to receive the Notes or the Treasury Consideration, as the case may be, forming a part of such Normal Units, and the Stripped Units shall thereafter represent the right to
receive the Treasury Securities forming a part of such Stripped Units, in each case in accordance with the provisions of Section 4.3 of the Pledge


59









Agreement. Upon the occurrence of a Termination Event, the Company shall promptly but in no event later than two Business Days thereafter give written notice to the Purchase Contract Agent, the Collateral Agent and to the Holders,
at their addresses as they appear in the Register.


     SECTION 5.9 Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.9,
Purchase Contracts underlying Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof may, at the option of the Holder thereof, be settled early (“Early Settlement”) on or prior to 10:00 a.m., New York City time, on the thirteenth Business Day immediately preceding the Stock Purchase Date. Holders of Stripped Units may only effect Early Settlement of the related Purchase Contracts in integral
multiples of 40 Stripped Units, and if Treasury Consideration has been substituted for the Notes as a component in the Normal Units due to the occurrence of a Special Event Redemption, Purchase Contracts underlying such Normal Units may only be
settled early in integral multiples of Normal Units such that the Treasury Consideration to be deposited and the Treasury Consideration to be released are in integral multiples of $1,000. In order to exercise the right to effect Early Settlement
with respect to any Purchase Contracts, the Holder of the Certificate evidencing the related Units shall deliver such Certificate to the Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with
the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment payable to the Company in immediately available funds in an amount (the “Early Settlement Amount”) equal to (A) the product of (i) the Purchase Price multiplied by (ii) the number of Purchase Contracts with respect to which the Holder has elected to effect Early
Settlement, plus (B) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to
the Contract Adjustment Payments, if any, payable on such Payment Date with respect to such Purchase Contracts; provided that no payment shall be required pursuant to clause (B) of this
sentence if the Company shall have elected to defer the Contract Adjustment Payments which would otherwise be payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to Section 5.2(d), no payment or
adjustment shall be made upon Early Settlement of any Purchase Contract on any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Ordinary Shares issued upon such Early Settlement. If the foregoing
requirements are first satisfied with respect to Purchase Contracts underlying any Unit at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be the "Early Settlement Date" with respect to such Unit and if such requirements
are first satisfied after 5:00 p.m., New York City time, on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Units shall be the next succeeding Business Day.


          (b) No later than the third Business Day after an Early Settlement of any Purchase Contract by the Holder of the related Units, the Company
shall issue, and the Holder shall be entitled to receive, the Minimum Settlement Rate on account of such Purchase Contract (the “Early Settlement Rate”), or, if the Company has fixed the
Settlement Rate pursuant to Section 5.1(f) of this Agreement, the Fixed Accounting Event Settlement Rate. The Early Settlement Rate shall be adjusted in the same manner and at the same time as the Settlement Rate and the Fixed Settlement Rates are
adjusted pursuant to Section 5.6. As promptly as practicable after Early Settlement of Purchase Contracts in accordance with the provisions of this Section 5.9, the Company shall issue and shall deliver to the Purchase Contract Agent at the
Corporate


60









Trust Office a certificate or certificates for the full number of Ordinary Shares issuable upon such Early Settlement together with payment in lieu of any fraction of a share, as provided in Section 5.11.


          (c) No later than the third Business Day after the applicable Early Settlement Date the Company shall cause (i) the Ordinary Shares issuable
upon Early Settlement of Purchase Contracts to be issued and delivered, and (ii) the related Pledged Notes or Pledged Treasury Consideration, in the case of Normal Units, or the related Pledged Treasury Securities, in the case of Stripped Units, to
be released from the Pledge by the Collateral Agent and transferred, in each case, to the Purchase Contract Agent for delivery to the Holder thereof or the Holder's designee.


          (d) Upon Early Settlement of any Purchase Contracts, and subject to receipt of Ordinary Shares from the Company and the Pledged Notes, Pledged
Treasury Consideration or Pledged Treasury Securities, as the case may be, from the Collateral Agent, as applicable, the Purchase Contract Agent shall, in accordance with the instructions provided by the Holder thereof on the applicable form of
Election to Settle Early on the reverse of the Certificate evidencing the related Units, (i) transfer to the Holder the Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, forming a part of such Units,
and (ii) deliver to the Holder a certificate or certificates for the full number of Ordinary Shares issuable upon such Early Settlement together with payment in lieu of any fraction of a share, as provided in Section 5.11.


          (e) In the event that Early Settlement is effected with respect to Purchase Contracts underlying less than all the Units evidenced by a
Certificate, upon such Early Settlement the Company shall execute and the Purchase Contract Agent shall authenticate and execute on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Certificate evidencing the
Units as to which Early Settlement was not effected.


          (f) No Early Settlement will be permitted under this Section 5.9 unless, at the time of delivery of the Election to Settle Early form or the
time the Early Settlement is effected, there is an effective Registration Statement with respect to the Ordinary Shares to be issued and delivered in connection with such Early Settlement , if such a Registration Statement is required (in the view
of counsel, which need not be in the form of a written opinion, for the Company) under the Securities Act. In addition, the Company may suspend the use of any such prospectus up to four times in any 360-day period not to exceed 90 days in any such
360-day period if (i) any such prospectus would, in the Company's judgment, contain a material misstatement or omission as a result of an event that has occurred and is continuing or as a result of any proposed or pending material business
transaction, event or announcement; and (ii) the Company reasonably determines that the disclosure of such material non-public information could have a material adverse effect on the Company and its subsidiaries taken as a whole or could impede the
consummation of any proposed or pending material business transaction.


     SECTION 5.10 Charges and Taxes. The Company will pay all stock transfer, stamp and similar taxes or duties
attributable to the initial issuance and delivery of the Ordinary Shares pursuant to the Purchase Contracts and in payment of any Deferred Contract Adjustment Payments; provided that the
Company shall not be required to pay any such tax or taxes which


61









may be payable in respect of any exchange of or substitution for a Certificate evidencing a Unit or any issuance of a Ordinary Share in a name other than that of the registered Holder of a Certificate surrendered in respect of the
Units evidenced thereby, other than in the name of the Purchase Contract Agent, as custodian for such Holder, and the Company shall not be required to issue or deliver such Certificate or Ordinary Share unless and until the Person or Persons
requesting the transfer or issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.


     SECTION 5.11 No Fractional Shares. No fractional shares or scrip representing fractional Ordinary Shares shall
be issued or delivered upon settlement on the Stock Purchase Date or upon Early Settlement or Fundamental Change Early Settlement of any Purchase Contracts. If Certificates evidencing more than one Purchase Contract shall be surrendered for
settlement at one time by the same Holder, the number of full Ordinary Shares which shall be delivered upon settlement shall be computed on the basis of the aggregate number of Purchase Contracts evidenced by the Certificates so surrendered. Instead
of any fractional Ordinary Share which would otherwise be deliverable upon settlement of any Purchase Contracts on the applicable Settlement Date or upon Early Settlement or Fundamental Change Early Settlement, the Company, through the Purchase
Contract Agent, shall make a cash payment in respect of such fractional shares in an amount equal to the value of such fractional shares times the Applicable Market Value. The Company shall provide the Purchase Contract Agent with sufficient funds
to permit the Purchase Contract Agent to make all cash payments required by this Section 5.11 in a timely manner.


ARTICLE VI



REMEDIES


     SECTION 6.1 Unconditional Right of Holders To Receive Purchase Contract Adjustment Payments and Purchase Ordinary Shares. The Holder of any Unit shall have the right, which is absolute and unconditional,


          (a) subject to the right of the Company to defer payment thereof pursuant to Section 5.3, and to the forfeiture of any Deferred Contract
Adjustment Payments upon Early Settlement pursuant to Section 5.9 or upon the occurrence of a Termination Event, to receive payment of each installment of the Contract Adjustment Payments, if any, with respect to the Purchase Contract constituting a
part of such Unit on the respective Payment Date for such Unit, and to institute suit for the enforcement of such right to receive Contract Adjustment Payments, and


          (b) to purchase Ordinary Shares pursuant to the Purchase Contract constituting a part of such Unit and to institute suit for the enforcement of
any such right to purchase Ordinary Shares, and such rights shall not be impaired without the consent of such Holder.


     SECTION 6.2 Restoration of Rights and Remedies. If any Holder has instituted any proceeding to enforce any
right or remedy under this Agreement and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to such Holder, then


62









and in every such case, subject to any determination in such proceeding, the Company and such Holder shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of such
Holder shall continue as though no such proceeding had been instituted.


     SECTION 6.3 Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Certificates in Section 3.10(f), no right or remedy herein conferred upon or reserved to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate right or remedy.


     SECTION 6.4 Delay or Omission Not Waiver. No delay or omission of any Holder to exercise any right or remedy
upon a default shall impair any such right or remedy or constitute a waiver of any such right. Every right and remedy given by this Article or by law to the Holders may be exercised from time to time, and as often as may be deemed expedient, by such
Holders.


     SECTION 6.5 Undertaking for Costs. All parties to this Agreement agree, and each Holder of a Unit, by its
acceptance of such Unit 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 Agreement, or in any suit against the Purchase Contract Agent for any action
taken, suffered or omitted by it as Purchase Contract Agent, 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 that the
provisions of this Section shall not apply to any suit instituted by the Company, to any suit instituted by the Purchase Contract Agent, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% of the
Outstanding Units, or to any suit instituted by any Holder for the enforcement of distributions on any Notes or Contract Adjustment Payments, if any, on any Purchase Contract on or after the respective Payment Date therefor in respect of any Unit
held by such Holder, or for enforcement of the right to purchase Ordinary Shares under the Purchase Contract constituting part of any Unit held by such Holder.


     SECTION 6.6 Waiver of Stay or Extension Laws. The Company covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the
performance of this Agreement; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, but will suffer and permit the execution of every such power as though no such law had been
enacted.


63









ARTICLE VII


THE PURCHASE CONTRACT AGENT


     SECTION 7.1 Certain Duties and Responsibilities.


          (a) The Purchase Contract Agent shall act as agent and attorney-in-fact for the Holders of the Normal Units and Stripped Units hereunder with
such powers as are specifically vested in the Purchase Contract Agent by the terms of this Agreement, the Pledge Agreement, the Remarketing Agreement, the Notes, the Normal Units and Stripped Units, and any documents evidencing them or related
thereto, together with such other powers as are reasonably incidental thereto. The Purchase Contract Agent:


(1) undertakes to perform, with respect to the Units and Separate Notes, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied
covenants or obligations shall be read into this Agreement against the Purchase Contract Agent; and


(2) in the absence of bad faith, willful misconduct or negligence on its part, the Purchase Contract Agent may, with respect to the Units and Separate Notes, conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Purchase Contract Agent reasonably believed by the Purchase Contract Agent to be genuine and correct and conforming to the requirements
of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Purchase Contract Agent, the Purchase Contract Agent shall be under a duty to examine the same to
determine whether or not they conform to the requirements of this Agreement (but need not confirm or investigate the accuracy of the mathematical calculations or other facts stated therein).


          (b) No provision of this Agreement shall be construed to relieve the Purchase Contract Agent from liability for its own grossly negligent
action, its own grossly negligent failure to act, its own bad faith or its own willful misconduct, except that:


(1) this paragraph (b) shall not be construed to limit the effect of paragraph (a) of this Section;


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


(3) no provision of this Agreement shall require the Purchase Contract Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers.


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          (c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or
affording protection to the Purchase Contract Agent shall be subject to the provisions of this Section.


          (d) The Purchase Contract Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Purchase Contract Agent.



     SECTION 7.2 Notice of Default. Within 30 days after the occurrence of any default by the Company hereunder or
under a Purchase Contract of which a Responsible Officer of the Purchase Contract Agent has actual knowledge, the Purchase Contract Agent shall transmit by mail to the Company and the Holders of Units, as their names and addresses appear in the
applicable Register, notice of such default hereunder, unless such default shall have been cured or waived.


     SECTION 7.3 Certain Rights of Purchase Contract Agent. Subject to the provisions of Section 7.1:


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


          (b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by an Officers' Certificate, Issuer Order or
Issuer Request, and any resolution of the Board of Directors of the Company may be sufficiently evidenced by a Board Resolution;


          (c) whenever in the administration of this Agreement the Purchase Contract Agent shall deem it desirable that a matter be proved or established
prior to taking, suffering or omitting any action hereunder, the Purchase Contract Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers' Certificate of the Company;



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


          (e) the Purchase Contract Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Purchase Contract Agent, in its discretion, may make reasonable further
inquiry or investigation into such facts or matters related to the execution, delivery and performance of the Purchase Contracts as it may see fit, and, if the Purchase Contract Agent shall reasonably determine to make such further inquiry or



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investigation, it shall be given a reasonable opportunity to examine the relevant books and records of the Company, personally or by agent or attorney;


          (f) the Purchase Contract Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents
or attorneys or an Affiliate of the Purchase Contract Agent and the Purchase Contract Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney or an affiliate of the Purchase Contract Agent appointed with
due care hereunder;


          (g) the Purchase Contract Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement solely at
the request or direction of any of the Holders pursuant to this Agreement, unless such Holders shall have offered to the Purchase Contract Agent security or indemnity reasonably satisfactory to the Purchase Contract Agent against the costs, expenses
and liabilities which might be incurred by it in compliance with such request or direction;


          (h) the Purchase Contract Agent shall not be deemed to have notice of any default unless a Responsible Officer of the Purchase Contract Agent
has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Purchase Contract Agent at the Corporate Trust Office of the Purchase Contract Agent, and such notice references the Units and this
Agreement and states that it is a notice of default;


          (i) the Purchase Contract Agent may request that the Company deliver an Officers' Certificate setting forth the names of individuals and/or
titles of officers authorized at such time to take specified actions pursuant to this Agreement, which Officers' Certificate may be signed by any person authorized to sign an Officers' Certificate, including any person specified as so authorized in
any such Certificate previously delivered and not superseded;


          (j) in no event shall the Purchase Contract Agent be responsible or liable for special, indirect, or consequential loss or damage of any kind
whatsoever arising in connection with this Agreement (including, but not limited to, loss of profit) irrespective of whether the Purchase Contract Agent has been advised of the likelihood of such loss or damage and regardless of the form of action;
and


          (k) the rights, privileges, protections, immunities and benefits given to the Purchase Contract Agent, including, without limitation, its right
to be indemnified shall include the Purchase Contract Agent in each of its capacities hereunder, and each agent, custodian and other Person authorized to act hereunder.


     SECTION 7.4 Not Responsible for Recitals or Issuance of Units. The recitals contained herein and in the
Certificates shall be taken as the statements of the Company and the Purchase Contract Agent assumes no responsibility for their accuracy. The Purchase Contract Agent makes no representations as to the validity or sufficiency of either this
Agreement or of the Units, or of the Pledge Agreement or the Pledge. The Purchase Contract Agent shall not be accountable for the use or application by the Company of the Units or the proceeds therefrom or in respect of the Purchase Contracts.



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     SECTION 7.5 May Hold Units. Any Registrar or any other agent of the Company, or the Purchase Contract Agent
and its Affiliates, in their individual or any other capacity, may become the owner or pledgee of Units and may otherwise deal with the Company, the Collateral Agent or any other Person with the same rights it would have if it were not Registrar or
such other agent, or the Purchase Contract Agent.


     SECTION 7.6 Money Held in Custody. Money held by the Purchase Contract Agent in custody hereunder need not be
segregated from the Purchase Contract Agent's other funds except to the extent required by law or provided herein. The Purchase Contract Agent shall be under no obligation to invest or pay interest on any money received by it hereunder except as
otherwise agreed in writing with the Company.


     SECTION 7.7 Compensation and Reimbursement. The Company agrees:


          (a) to pay to the Purchase Contract Agent from time to time reasonable compensation for all services rendered by it hereunder;


          (b) except as otherwise expressly provided herein, to reimburse the Purchase Contract Agent upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Purchase Contract Agent in accordance with any provision of this Agreement (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any
such expense, disbursement or advance as shall have been caused by its gross negligence, willful misconduct or bad faith; and


          (c) to fully indemnify the Purchase Contract Agent and any predecessor Purchase Contract Agent, their officers, directors, employees and agents
for, and to hold it harmless against, any loss, claim, damage, liability or expense incurred without gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of its duties
hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Purchase Contract Agent shall promptly notify the Company of
any third-party claim of which a Responsible Officer receives actual notice and may give rise to the indemnity hereunder and give the Company the opportunity to control the defense of such claim with counsel reasonably satisfactory to the
indemnified party, and no such claim shall be settled without the written consent of the Company, which consent shall not be unreasonably withheld.


          For purposes of this Section 7.7, “Purchase Contract Agent” shall include any predecessor Purchase Contract Agent; provided that the negligence, bad faith or willful misconduct of any Purchase Contract Agent hereunder shall not affect the rights of any other Purchase Contract Agent hereunder.


          The provisions of this Section 7.7 shall survive the termination of this Agreement, the satisfaction or discharge of the Units and/or the Separate Notes and/or the resignation or removal of the
Purchase Contract Agent.


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          The Company will also pay all fees and expenses relating to the enforcement by the Purchase Contract Agent of the rights of the Holders of the Purchase Contracts and the retention of the Collateral
Agent.


          In no event shall the Purchase Contract Agent be liable for any indirect, special, punitive or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, even if
the Purchase Contract Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.


          In no event shall the Purchase Contract Agent be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited
to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of services
contemplated by this Agreement.


     SECTION 7.8 Corporate Purchase Contract Agent Required; Eligibility. There shall at all times be a Purchase
Contract Agent hereunder which shall be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers, having
(or being a member of a bank holding company having) a combined capital and surplus of at least $50,000,000, subject to supervision or examination by federal or state authority and having a Corporate Trust Office in the Borough of Manhattan, The
City of New York, if there be such a corporation, qualified and eligible under this Article and willing to act on reasonable terms. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.
If at any time the Purchase Contract 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 hereinafter specified in this Article.


     SECTION 7.9 Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Purchase
Contract Agent and no appointment of a successor Purchase Contract Agent pursuant to this Article shall become effective until the acceptance of appointment by the successor Purchase Contract Agent in accordance with the applicable requirements of
Section 7.10.


          (b) The Purchase Contract Agent may resign at any time by giving written notice thereof to the Company 60 days prior to the effective date of
such resignation. If the instrument of acceptance by a successor Purchase Contract Agent required by Section 7.10 shall not have been delivered to the Purchase Contract Agent within 30 days after the giving of such notice of resignation, the
resigning Purchase Contract Agent may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Purchase Contract Agent.


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          (c) The Purchase Contract Agent may be removed at any time by Act of the Holders of a majority in number of the Outstanding Units delivered to
the Purchase Contract Agent and the Company. If the instrument of acceptance by a successor Purchase Contract Agent required by Section 7.10 shall not have been delivered to the Purchase Contract Agent within 30 days after the receipt of such notice
of removal, the Purchase Contract Agent being removed may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Purchase Contract Agent.


          (d) If at any time:


(1) the Purchase Contract Agent fails to comply with Section 310(b) of the TIA, as if the Purchase Contract Agent were an indenture trustee under an indenture qualified under the TIA, after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Unit
for at least six months; or


(2) the Purchase Contract Agent shall cease to be eligible under Section 7.8 and shall fail to resign after written request therefor by the
Company or by any such Holder; or


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


then, in any such case, (x) the Company by a Board Resolution may remove the Purchase Contract Agent, or (y) any Holder who has been a bona fide Holder of a Unit for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal of the Purchase Contract Agent and the appointment of a successor Purchase Contract Agent.


          (e) If the Purchase Contract Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of
Purchase Contract Agent for any reason, the Company, by a Board Resolution, shall promptly appoint a successor Purchase Contract Agent and shall comply with the applicable requirements of Section 7.10. If no successor Purchase Contract Agent shall
have been so appointed by the Company and accepted appointment in the manner required by Section 7.10, any Holder who has been a bona fide Holder of a Unit for at least six months may, on behalf of itself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Purchase Contract Agent.


          (f) The Company shall give, or shall cause such successor Purchase Contract Agent to give, notice of each resignation and each removal of the
Purchase Contract Agent and each appointment of a successor Purchase Contract Agent by mailing written notice of such event by first-class mail, postage prepaid, to all Holders as their names and addresses appear in


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the applicable Register. Each notice shall include the name of the successor Purchase Contract Agent and the address of its Corporate Trust Office.


     SECTION 7.10 Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor
Purchase Contract Agent, every such successor Purchase Contract Agent so appointed shall execute, acknowledge and deliver to the Company and to the retiring Purchase Contract Agent an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Purchase Contract Agent shall become effective and such successor Purchase Contract Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, agencies and duties of
the retiring Purchase Contract Agent. On the request of the Company or the successor Purchase Contract Agent, such retiring Purchase Contract Agent shall, upon payment of its charges, execute and deliver an instrument transferring to such successor
Purchase Contract Agent all the rights, powers and trusts of the retiring Purchase Contract Agent and shall duly assign, transfer and deliver to such successor Purchase Contract Agent all property and money held by such retiring Purchase Contract
Agent hereunder.


          (b) Upon request of any such successor Purchase Contract Agent, the Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Purchase Contract Agent all such rights, powers and agencies referred to in paragraph (a) of this Section.


          No successor Purchase Contract Agent shall accept its appointment unless at the time of such acceptance such successor Purchase Contract Agent shall be qualified and eligible under this Article.



     SECTION 7.11 Merger, Conversion, Consolidation or Succession to Business. Any Person into which the Purchase
Contract Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Purchase Contract Agent shall be a party, or any Person succeeding to all or
substantially all the corporate trust business of the Purchase Contract Agent, shall be the successor of the Purchase Contract Agent hereunder, provided such Person shall be otherwise
qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Certificates shall have been authenticated and executed on behalf of the Holders, but
not delivered, by the Purchase Contract Agent then in office, any successor to such Purchase Contract Agent shall adopt such authentication and execution and deliver the Certificates so authenticated and executed with the same effect as if such
successor Purchase Contract Agent had itself authenticated and executed such Units.


     SECTION 7.12 Preservation of Information. The Purchase Contract Agent shall preserve, in as current a form as
is reasonably practicable, the names and addresses of Holders received by the Purchase Contract Agent in its capacity as Registrar.


     SECTION 7.13 No Obligations of Purchase Contract Agent. Except to the extent otherwise provided in this
Agreement, the Purchase Contract Agent assumes no obligation and shall not be subject to any liability under this Agreement, the Pledge Agreement or any Purchase Contract in respect of the obligations of the Holder of any Unit thereunder. The
Company agrees,


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and each Holder of a Certificate, by such Holder's acceptance thereof, shall be deemed to have agreed, that the Purchase Contract Agent's execution of the Certificates on behalf of the Holders shall be solely as agent and
attorney-in-fact for the Holders, and that the Purchase Contract Agent shall have no obligation to perform such Purchase Contracts on behalf of the Holders, except to the extent expressly provided in Article V.


     SECTION 7.14 Tax Compliance. (a) The Purchase Contract Agent, on its own behalf and on behalf of the Company,
will comply with all applicable certification, information reporting and withholding (including "backup" withholding) requirements imposed by applicable tax laws, regulations or administrative practice with respect to (i) any payments made with
respect to the Units or (ii) the issuance, delivery, holding, transfer, redemption or exercise of rights under the Units. Such compliance shall include, without limitation, the preparation and timely filing of required returns and the timely payment
of all amounts required to be withheld to the appropriate taxing authority or its designated agent. For purposes of United States backup withholding tax and information reporting requirements, each Holder will provide the Purchase Contract Agent
with an executed copy of Internal Revenue Service Form W-9 (for United States persons) or Form W-8 (for non-United States persons) or any successor forms.


          (b) The Purchase Contract Agent shall comply with any reasonable written direction timely received from the Company with respect to the
execution or certification of any required documentation and the application of such requirements to particular payments or Holders or in other particular circumstances, and may for purposes of this Agreement conclusively rely on any such direction
in accordance with the provisions of Section 7.1(a)(2) .


          (c) The Purchase Contract Agent shall maintain all appropriate records documenting compliance with such requirements, and shall make such
records available, on written request, to the Company or its authorized representative within a reasonable period of time after receipt of such request.


ARTICLE VIII


SUPPLEMENTAL AGREEMENTS


     SECTION 8.1 Supplemental Agreements Without Consent of Holders. Without the consent of any Holders, the
Company and the Purchase Contract Agent, at any time and from time to time, may enter into one or more agreements supplemental hereto, in form satisfactory to the Company and the Purchase Contract Agent, for any of the following purposes:



          (a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company
herein and in the Certificates; or


          (b) to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company
(provided such covenants or such surrender shall not adversely affect the validity, perfection or priority of the security interests granted or created under the Pledge Agreement); or



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          (c) to evidence and provide for the acceptance of appointment hereunder by a successor Purchase Contract Agent; or


          (d) to make provision with respect to the rights of Holders pursuant to the requirements of Section 5.6(b); or


          (e) to cure any ambiguity, to correct or supplement any provisions herein which may be inconsistent with any other provisions herein, or to
make any other provisions with respect to such matters or questions arising under this Agreement, provided such action shall not adversely affect the interests of the Holders.


     SECTION 8.2 Supplemental Agreements with Consent of Holders. (a) With the consent of the Holders of not less
than a majority of the outstanding Units voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company and the Purchase Contract Agent may enter into an agreement or agreements
supplemental hereto, in form satisfactory to the Company and the Purchase Contract Agent, for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of
the Units; provided that, except as contemplated herein, no such supplemental agreement shall, as to any Holder affected thereby, without the consent of such Holder:


(1) change any Payment Date;


(2) change the amount or the type of Collateral required to be Pledged to secure a Holder's obligations under the Purchase Contracts, impair the right of the Holder of any Purchase Contract or Unit to receive distributions on the related Collateral (except for the rights of Holders of Normal Units to
substitute the Treasury Securities for the Pledged Notes or Pledged Treasury Consideration or the rights of holders of Stripped Units to substitute Notes or Treasury Consideration for the Pledged Treasury Securities) or otherwise materially
adversely affect the Holder's rights in or to such Collateral;


(3) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change the place or currency in which, any Contract Adjustment Payment or other payment under this Agreement
is payable or increase any amounts payable by the Holders in respect of the Units or decrease any other amounts receivable by Holders in respect of the Units;


(4) impair the right to institute suit for the enforcement of any Purchase Contract, any Contract Adjustment Payment, if any, or any Deferred Contract Adjustment Payment, if any;


(5) reduce the number of Ordinary Shares to be purchased pursuant to any Purchase Contract, increase the price to purchase Ordinary Shares upon settlement of any Purchase Contract, change the Stock
Purchase Date or otherwise materially adversely affect the Holder's rights under any Purchase Contract; or


(6) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such supplemental agreement;


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provided that if any amendment or proposal referred to above would adversely affect only the Normal Units or the Stripped Units, then only the affected class of Holder as of the record date for the
Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal; provided, however, that no
such agreement, whether with or without the consent of Holders, shall affect Section 3.16.


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


     SECTION 8.3 Execution of Supplemental Agreements. In executing, or accepting the additional agencies created
by, any supplemental agreement permitted by this Article or the modifications thereby of the agencies created by this Agreement, the Purchase Contract Agent shall be provided with and (subject to Section 7.1) shall be fully protected in relying
upon, an Officer's Certificate and an Opinion of Counsel stating that the execution of such supplemental agreement is authorized or permitted by this Agreement and that all conditions precedent to the execution of such supplemental agreement have
been satisfied. The Purchase Contract Agent shall enter into any such supplemental agreement which does not materially affect the Purchase Contract Agent's own rights, duties or immunities under this Agreement or otherwise.


     SECTION 8.4 Effect of Supplemental Agreements. Upon the execution of any supplemental agreement under this
Article, this Agreement shall be modified in accordance therewith, and such supplemental agreement shall form a part of this Agreement for all purposes; and every Holder of Certificates theretofore or thereafter authenticated, executed on behalf of
the Holders and delivered hereunder shall be bound thereby.


     SECTION 8.5 Reference to Supplemental Agreements. Certificates authenticated, executed on behalf of the
Holders and delivered after the execution of any supplemental agreement pursuant to this Article may, and shall if required by the Purchase Contract Agent, bear a notation in form approved by the Purchase Contract Agent as to any matter provided for
in such supplemental agreement. If the Company shall so determine, new Certificates so modified as to conform, in the opinion of the Purchase Contract Agent and the Company, to any such supplemental agreement may be prepared and executed by the
Company and authenticated, executed on behalf of the Holders and delivered by the Purchase Contract Agent in exchange for Outstanding Certificates.


ARTICLE IX


CONSOLIDATION, MERGER, SALE OR CONVEYANCE


     SECTION 9.1 Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions. The Company covenants that, so long as any Units are outstanding, it will not (a) merge with or into or consolidate with any other Person or (b) transfer, lease or convey all or
substantially all its assets to any Person or buy all or substantially all of the assets of another Person, unless (i) either the Company shall be the surviving person or the Person (if other than the Company) formed by such consolidation or into
which the Company is merged or the Person which acquires by conveyance, transfer or lease all or substantially all of the


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properties and assets of the Company is an entity organized and existing under the laws of the United States of America (including any State thereof or the District of Columbia), the United Kingdom, the Cayman Islands, Bermuda or
any country which is, on December 6, 2005, a member of the Organization of Economic Cooperation and Development or the European Union and shall expressly assume, all the obligations of the Company under the Purchase Contracts, this Agreement, the
Remarketing Agreement and the Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Purchase Contract Agent and the Collateral Agent, executed and delivered to the Purchase Contract Agent and the Collateral
Agent by such Person, and (ii) the Company or such successor, as the case may be, shall not, immediately after such merger or consolidation, or such transfer, lease or conveyance, be in default in the performance of any covenant or condition
hereunder, under any of the Purchase Contracts, under the Remarketing Agreement or under the Pledge Agreement.


     SECTION 9.2 Rights and Duties of Successor Corporation. (a) In case of any such consolidation, merger,
transfer, lease, purchase or conveyance and upon any such assumption by a successor entity in accordance with Section 9.1, 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. Such successor entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Certificates evidencing Units issuable hereunder which theretofore shall not have been
signed by the Company and delivered to the Purchase Contract Agent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Agreement prescribed, the Purchase
Contract Agent shall authenticate and execute on behalf of the Holders and deliver any Certificates which previously shall have been signed and delivered by the officers of the Company to the Purchase Contract Agent for authentication, execution on
behalf of the Holder and delivery, and any Certificate evidencing Units which such successor entity thereafter shall cause to be signed and delivered to the Purchase Contract Agent for that purpose. All the Certificates so issued shall in all
respects have the same legal rank and benefit under this Agreement as the Certificates theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Certificates had been issued at the date of the execution
hereof.


          (b) In case of any such consolidation, merger, transfer, lease, purchase or conveyance such change in phraseology and form (but not in
substance) may be made in the Certificates evidencing Units thereafter to be issued as may be appropriate.


     SECTION 9.3 Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to
Section 7.1 and Section 7.3, shall receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, transfer, lease, purchase or conveyance, and any such assumption, complies with the provisions of this Article and that all
conditions precedent to the consummation of any such consolidation, merger, sale, assignment, transfer, lease, purchase or conveyance have been met.


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ARTICLE X



COVENANTS


     SECTION 10.1 Performance Under Purchase Contracts. The Company covenants and agrees for the benefit of the
Holders from time to time that it will duly and punctually perform its obligations under the Purchase Contracts in accordance with the terms of the Purchase Contracts and this Agreement.


     SECTION 10.2 Maintenance of Office or Agency. (a) The Company will maintain in the Borough of Manhattan, The
City of New York an office or agency, which may be the office of the Purchase Contract Agent, where Certificates may be presented or surrendered for payment of Contract Adjustment Payments, acquisition of Ordinary Shares upon settlement of the
Purchase Contracts on any Settlement Date and for transfer of Collateral upon occurrence of a Termination Event, where Certificates may be surrendered for registration of transfer or exchange, for a Collateral Substitution or reestablishment of
Normal Units and where notices and demands to or upon the Company in respect of the Units and this Agreement may be served. The Company will give prompt written notice to the Purchase Contract Agent of the location, and any change in the location,
of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Purchase Contract Agent with the address thereof, such presentations, surrenders, notices and demands may be
made or served at the Corporate Trust Office, and the Company hereby appoints the Purchase Contract Agent as its agent to receive all such presentations, surrenders, notices and demands.


          (b) The Company may also from time to time designate one or more other offices or agencies where Certificates may be presented or surrendered
for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in the Borough of Manhattan, The City of New York for such purposes. The Company will give prompt written notice to the Purchase Contract Agent of any such designation or rescission and of any change in the location of
any such other office or agency. The Company hereby designates as the place of payment for the Units the Corporate Trust Office and appoints the Purchase Contract Agent at its Corporate Trust Office as paying agent in such city.


     SECTION 10.3 Company To Reserve Ordinary Shares. The Company shall at all times prior to the Stock Purchase
Date reserve and keep available, free from preemptive rights, out of its authorized but unissued Ordinary Shares the maximum number of Ordinary Shares issuable against tender of payment in respect of all Purchase Contracts constituting a part of the
Units evidenced by Outstanding Certificates.


     SECTION 10.4 Covenants as to Ordinary Shares. The Company covenants that all Ordinary Shares which may be
issued against tender of payment in respect of any Purchase Contract constituting a part of the Outstanding Units will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and shall be free from preemptive rights and free
of any lien or adverse claim. The Company will endeavor to promptly list or cause to have quoted such Ordinary Shares on each national exchange or in the over-the-counter market or other such market on which the Ordinary Shares are then listed or
quoted.


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     SECTION 10.5 Statements of Officer of the Company as to Default. The Company will deliver to the Purchase
Contract Agent, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers' Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance
and observance of any of the terms, provisions and conditions hereof, and if the Company shall be in default, specifying all such defaults and the nature and status thereof of which such Officers may have knowledge. In the event the Company shall
change its fiscal year at any time the Units are outstanding, the Company shall notify the Purchase Contract Agent of the effective date of such change.


     SECTION 10.6 Listing. In the event that the Stripped Units or Notes become separately traded from the Normal
Units to the extent that applicable exchange listing requirements are met, the Company covenants and agrees to use commercially reasonable efforts to cause such Stripped Units or Notes, as the case may be, to be listed on the securities exchange on
which the Normal Units are then listed.


     SECTION 10.7 Registration Statement. The Company agrees to use commercially reasonable efforts to ensure that,
if required by applicable law, a registration statement with regard to the full amount of the Notes to be remarketed in the remarketing shall be effective with the Securities and Exchange Commission in a form that will enable the Remarketing Agent
to rely on it in connection with such remarketing.


     SECTION 10.8 Securities Contract. Without limiting the applicability of Section 365 of the Bankruptcy Code, it
is the intention of the Company that this Agreement shall constitute a "securities contract" for purposes of and subject to the provisions of Section 555 of the Bankruptcy Code. The Company agrees that (i) prior to an exercise by the Collateral
Agent on behalf of the Company of its rights as a secured party pursuant to the Pledge Agreement, the Company does not have any ownership right, title or interest in and to the Pledged Notes and (ii) the Holders of a Security shall not be deemed to
have purchased, and the Company shall not be deemed to have sold any Ordinary Shares pursuant to a Purchase Contract related to such Security prior to a Cash Settlement, an Early Settlement or the occurrence of the Stock Purchase Date
(provided that no prior occurrence of a Termination Event with respect to such Ordinary Shares has occurred).


     SECTION 10.9 Payment to Holders of Units on the Stock Purchase Date. Each Holder of a Unit, by its acceptance
thereof, further covenants and agrees that, to the extent and in the manner provided in Section 5.4 and the Pledge Agreement, but subject to the terms thereof, payments in respect of the Pledged Notes, the Pledged Treasury Consideration or the
Pledged Treasury Securities to be paid upon settlement of such Holder's obligations to purchase Ordinary Shares under the Purchase Contract, shall be paid on the Stock Purchase Date by the Collateral Agent to the Company in satisfaction of such
Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments.


     SECTION 10.10 Consent to Treatment for Tax Purposes. The Company and each Holder of a Normal Unit or a
Stripped Unit, by its acceptance thereof, covenants and agrees (a) to treat a Holder's acquisition of the Normal Unit as the acquisition of the Note and Purchase Contract constituting the Normal Unit, (b) to treat a Holder's acquisition of a
Stripped Unit as the


76









acquisition of a Treasury Security and Purchase Contract constituting the Stripped Unit, (c) to treat each Holder as the owner, for federal, state and local income and franchise tax purposes of (i) the related Notes or the
Treasury Consideration, in the case of the Normal Units, or (ii) the Treasury Securities, in the case of the Stripped Units, (d) to treat the Notes as indebtedness of the Company for federal, state and local income and franchise tax purposes and (e)
to allocate 100% of the issue price of a Normal Unit to the beneficial interest in the Note and 0.00% of the issue price to the Purchase Contract.


77









     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

					
	 	XL CAPITAL LTD	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/  Kirstin Romann
    Gould	 
	 	 	Name:	Kirstin
        Romann Gould	 
	 	 	Title:	Executive
        Vice President,	 
	 	 	 	General Counsel and
      Secretary	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	THE BANK OF NEW YORK
    MELLON,	 
	 	as Purchase Contract
    Agent	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/  Franca M. Ferrara	 
	 	 	Name:	Franca
        M. Ferrara	 
	 	 	Title:	Assistant Vice President	 
	 	 	 	 	 











EXHIBIT A


FORM OF NORMAL UNITS CERTIFICATE

(Form of Global Certificate Legend) 


[THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS DEFINED ON THE REVERSE HEREOF) AND IS REGISTERED IN THE NAME OF A CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT
BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT.]* 


[so long as DTC is the Depositary, insert: Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation, to the Company or its agent for registration of transfer,
exchange or payment, and any Certificate issued is registered in the name of Cede & Co., or in such other name as requested by an authorized representative of The Depository Trust Company (and any payment hereon is made to Cede & Co. or to
such other entity as is requested by an authorized representative of The Depository Trust Company) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede &
Co., has an interest herein.] 


[UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR CERTIFICATES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE PURCHASE CONTRACT AGREEMENT, THIS GLOBAL CERTIFICATE MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.]* 



 


* To be inserted in Global Certificates only.


A-1












(Form of Face of Normal Units Certificate)

XL CAPITAL LTD 


10.75% Equity Security Units

	No.	     	CUSIP No. G98255 600




Number of Normal Units


     This Normal Units Certificate certifies that _______________is the registered Holder of the number of Normal Units set forth above [If the Certificate is a Global Certificate, insert - , as
such number may be increased or decreased as set forth on the Schedule of Increases or Decreases in Global Certificate annexed hereto]. Each Normal Unit represents (i) either (a) a 1/40, or 2.5%, beneficial ownership interest of the Holder in one
8.25% Senior Note due 2021 (the "Note") of XL Capital Ltd, a Cayman Islands exempted limited company (the "Company"), having a
principal amount of $1,000, subject to the Pledge of such Note by such Holder pursuant to the Pledge Agreement, or (b) after a Special Event Redemption, the Treasury Consideration, subject to the Pledge of such Treasury Consideration by such
Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with the Company. Each Normal Unit will have a stated amount of $25 (the "Stated
Amount"). All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. 


     Pursuant to the Pledge Agreement, the interest in the Note or the Treasury Consideration, as the case may be, constituting part of each Normal Unit evidenced hereby has been pledged to the Collateral
Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a part of such Normal Unit to purchase Ordinary Shares of the Company. Prior to the purchase of Ordinary Shares under each Purchase
Contract, such Purchase Contracts shall not entitle the Holders of Normal Units Certificates to any of the rights of a holder of Ordinary Shares, including without limitation, the right to vote or receive any dividends or other payments or to
consent or to receive notice as shareholders in respect of the meetings of shareholders, or for the election of directors of the Company or for any other matter or any other rights whatsoever as shareholder of the Company. 


     The Pledge Agreement provides that all payments in respect of the Pledged Notes or Pledged Treasury Consideration received by the Collateral Agent shall be paid by the Collateral Agent by wire
transfer in same day funds (i) in the case of (A) any interest payments on Normal Units which include Pledged Notes or Pledged Treasury Consideration, as the case may be, and (B) any payments in respect of the Notes or Treasury Consideration, as the
case may be, that have been released from the Pledge pursuant to the Pledge Agreement, to the Purchase Contract Agent to the account designated by the Purchase Contract Agent, no later than 11:00 a.m., New York City time, on the Business Day such
payment is received by the Collateral Agent (provided that in the event such payment is received by the Collateral Agent on a day that is not a Business Day or after 10:30 a.m., New York
City time, on a Business Day, then such payment shall be made no later than 9:30 a.m., New York City time, on the next succeeding Business Day) and (ii)


A-2












in the case of payments in respect of any Pledged Notes or Pledged Treasury Consideration, as the case may be, to be paid upon settlement of such Holder's obligations to purchase Ordinary Shares under the Purchase Contract, to the
Company on the Stock Purchase Date (as defined herein) in accordance with the terms of the Pledge Agreement, in full satisfaction of the respective obligations of the Holders of the Normal Units of which such Pledged Notes or Pledged Treasury
Consideration are a part under the Purchase Contracts forming a part of such Normal Units. Interest payments payable on each Payment Date (as defined below) with respect to Pledged Notes or the Pledged Treasury Consideration included in the Normal
Units shall be made quarterly in arrears on such Payment Date, subject to receipt thereof by the Purchase Contract Agent from the Trustee or Collateral Agent, as the case may be, to the Person in whose name this Normal Units Certificate (or a
Predecessor Normal Units Certificate) is registered at the close of business on the Record Date for such Payment Date. 


     Each Purchase Contract evidenced hereby obligates the Holder of this Normal Units Certificate to purchase, and the Company to sell, on August 15, 2011 (the“Stock
Purchase Date”), at a price equal to $25 (the “Purchase Price”), a number of Class A Ordinary
Shares, par value $0.01 per share (“Ordinary Shares”), of the Company, equal to the Settlement Rate or, if the Company has fixed the Settlement Rate pursuant to Section 5.1(f) of the
Purchase Contract Agreement, the Fixed Accounting Event Settlement Rate, unless on or prior to the Stock Purchase Date there shall have occurred a Termination Event or an Early Settlement or Fundamental Change Early Settlement with respect to the
Normal Units of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement, as defined and more fully described on the reverse hereof. The Purchase Price for the Ordinary Shares purchased pursuant to each Purchase
Contract evidenced hereby, if not paid earlier, shall be satisfied on the Stock Purchase Date by either (i) the application of payments received with regard to Pledged Treasury Consideration, or (ii) the exercise of the Company's rights as a secured
party in connection with the Pledged Notes, as the case may be. 


     The Company shall pay on each February 15, May 15, August 15 and November 15 each year, commencing November 15, 2008 (each a “Payment Date”)
in respect of each Purchase Contract forming part of a Normal Unit evidenced hereby an amount (the “Contract Adjustment Payments”)
equal to 2.5% per year of the Stated Amount accruing through but excluding the Stock Purchase Date, computed on the basis of a 360-day year of twelve 30-day months, subject to deferral at the option of the Company as provided in the Purchase
Contract Agreement and more fully described on the reverse hereof (provided that if on any date on which Contract Adjustment Payments are to be made on the Purchase Contracts is not a
Business Day, then payment of the Contract Adjustment Payments payable on that date will be made on the next succeeding day which is a Business Day, and no interest or payment will be paid in respect of the delay, except that if such next succeeding
Business Day is in the next succeeding calendar year, such payment will be made on the immediately preceding Business Day). Such Contract Adjustment Payments shall be payable to the Person in whose name this Normal Units Certificate (or a
Predecessor Normal Units Certificate) is registered at the close of business on the Record Date for such Payment Date. 


     Contract Adjustment Payments and payments on the Treasury Consideration will be payable at the office of the Purchase Contract Agent in the Borough of Manhattan, New York City, or, if the Units do not
remain in book-entry only form, at the option of the Company, by 


A-3












check mailed to the address of the Person entitled thereto at such Person's address as it appears on the Normal Units Register or by wire transfer to the account maintained in the United States designated by written notice given
ten Business Days prior to the applicable payment date by such Person. Payments on the Notes will be payable at the Corporate Trust Office or, at the option of the Company, by check mailed to the address of the Person entitled thereto at such
Person's address as it appears on the Normal Units Register or by wire transfer to the account maintained in the United States designated by written notice given ten Business Days prior to the applicable payment date by such Person. 


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


     Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Normal Units Certificate shall not be entitled to any benefit under the
Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose. 


     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


Dated:___________________

	
	
XL CAPITAL LTD
	 
	 
	
By:	 	 
	
            	 	Name:
	
          	 	Title:
	 
	
HOLDER SPECIFIED ABOVE (as to
	 	 	obligations of such Holder under
    the
	
           	 	Purchase Contracts
    evidenced hereby)
	 
	
By: THE BANK OF NEW YORK
	
      	 	MELLON,
	
          	 	not individually
    but solely as Attorney- 
	
        	 	in-Fact of
    such Holder
	 
	 
	
By:	 	 
	
            	 	Name:
	
          	 	Title:





A-4












PURCHASE CONTRACT AGENT'S CERTIFICATE OF AUTHENTICATION


     This is one of the Normal Units Certificates referred to in the within mentioned Purchase Contract Agreement. 


Dated:___________________


	THE BANK OF NEW YORK MELLON,
	as Purchase Contract Agent
	 	 	 
	By:	 	 
	 	 	Authorized Signatory








A-5












(Form of Reverse of Normal Units Certificate)


     Each Purchase Contract
evidenced hereby is governed by a Purchase Contract Agreement, dated as of August
5, 2008 (as may be supplemented from time to time, the “Purchase
 Contract Agreement” ),
 between the Company and The Bank of New York Mellon, as Purchase Contract Agent
 (including its successors thereunder, herein called the
“Purchase Contract Agent” ),
to which Purchase Contract Agreement and supplemental agreements thereto reference
is hereby made for a description of the respective rights, limitations of  rights,
obligations, duties and immunities thereunder of the Purchase Contract Agent,
the Company, and the Holders and of the terms upon which the Normal Units Certificates
are, and are to be, executed and delivered. All defined terms used but not  defined
in this Certificate have the meanings ascribed to them in the Purchase Contract
Agreement. 


     Each Purchase Contract
evidenced hereby obligates the Holder of this Normal Units Certificate to purchase,
and the Company to sell, on the Stock Purchase Date at a price equal to $25
(the
“Purchase Price” ),
a number of Ordinary Shares of the Company equal to the Settlement Rate or, if
the Company has fixed the Settlement Rate pursuant to Section 5.1(f) of the Purchase
 Contract Agreement, the Fixed Accounting Event Settlement Rate, unless, on or
prior to the Stock Purchase Date, there shall have occurred a Termination Event
or a Cash Settlement, Early Settlement or Fundamental Change Early Settlement
with respect  to the Unit of which such Purchase Contract is a part. The “Settlement
Rate” is equal to (a) if the Applicable
Market Value (as defined below) is equal to or greater than $18.88 (the
 “Threshold Appreciation Price”), 1.3242 Ordinary Shares per
 Purchase Contract, (b) if the Applicable Market Value is less than the Threshold
 Appreciation Price but is greater than
$16.00, the number of Ordinary Shares per Purchase Contract equal to the
Purchase Price divided by the Applicable Market Value and (c) if the Applicable
Market Value is equal to or less than $16.00, 1.5625 Ordinary Shares per
Purchase  Contract, in each case subject to adjustment as provided in the Purchase
Contract Agreement. No fractional Ordinary Shares will be issued upon settlement
of Purchase Contracts, as provided in the Purchase Contract Agreement. 


     The  “Applicable Market Value” means the average of the Closing Price per Ordinary Share on each of the 20 consecutive Trading Days ending on
the third Trading Day immediately preceding the Stock Purchase Date. 


     The “Closing
Price” of the Ordinary Shares on
any date of determination means the closing sale price (or, if no closing sale
price is  reported, the last reported sale price) of the Ordinary Shares on the
New York Stock Exchange (the “NYSE”)
on such date or, if the Ordinary Shares are not listed for trading on the NYSE
on  any such date, as reported in the composite transactions for the principal
United States securities exchange on which the Ordinary Shares are so listed,
or if the Ordinary Shares are not so reported, the last quoted bid price for
the Ordinary Shares  in the over-the-counter market as reported by the National
Quotation Bureau or similar organization, or, if such bid price is not available,
the market value of the Ordinary Shares on such date as determined by a nationally
recognized independent  investment banking firm retained for this purpose by
the Company. 


     A “Trading Day” means a day on which the Ordinary Shares (A) are not suspended from trading on any national or regional securities exchange
or association or over-the-counter market 


A-6












at the close of business and (B) have traded at least once on the national or regional securities exchange or association or over-the-counter market that is the primary market for the trading of the Ordinary Shares at the close of
business on such day. 


     Each Purchase Contract evidenced hereby may be settled prior to the Stock Purchase Date through Cash Settlement, Early Settlement or Fundamental Change Early Settlement, in accordance with the terms
of the Purchase Contract Agreement. 


     In accordance with the terms of the Purchase Contract Agreement, the Holder of this Normal Units Certificate shall pay the Purchase Price for the Ordinary Shares purchased pursuant to each Purchase
Contract evidenced hereby (i) by effecting a Cash Settlement, an Early Settlement or Fundamental Change Early Settlement; (ii) if the Holder has elected not to participate in the remarketing described in Section 2.19 of the Supplemental Indenture,
by application of the cash payment delivered in respect thereof deposited by such Holder in respect of such Purchase Contract in accordance with the procedures set forth in Section 5.4(b)(iv) of the Purchase Contract Agreement or (iii) if a Special
Event Redemption has occurred prior to the successful remarketing of the Notes as contemplated by Section 5.4 of the Purchase Contract Agreement, by application of payments received in respect of the Pledged Treasury Consideration purchased by the
Collateral Agent on behalf of the Holder of this Normal Units Certificate. The Company shall not be obligated to issue any Ordinary Shares in respect of a Purchase Contract or deliver any certificates therefor to the Holder unless it shall have
received payment in full of the aggregate Purchase Price for the Ordinary Shares to be purchased thereunder or become entitled to exercise its rights as a secured party in the manner set forth in the Purchase Contract Agreement. If, as provided in
the Purchase Contract Agreement, upon the occurrence of a Last Failed Remarketing the Collateral Agent, for the benefit of the Company, exercises its rights as a secured creditor with respect to the Pledged Notes related to this Normal Units
Certificate, any accrued and unpaid interest on such Pledged Notes will become payable by the Company to the Holder of this Normal Units Certificate in the manner provided for in the Purchase Contract Agreement. 


     The Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Notes, but only to the extent instructed by the Holders as described
below. Upon receipt of notice of any meeting at which holders of Notes are entitled to vote or upon the solicitation of consents, waivers or proxies of holders of Notes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to
the Holders of Normal Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each such Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible,
shall be the same date as the record date for determining the holders of Notes entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Pledged Notes constituting a part of
such Holder's Normal Units and (c) stating the manner in which such instructions may be given. Upon the written request of any Holder of Normal Units on such record date, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such
request the maximum number of Pledged Notes as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Normal Unit, the Purchase Contract Agent shall abstain from voting the Pledged Note
evidenced by such Normal Unit. 


A-7












     The Normal Units Certificates are issuable only in registered form and only in denominations of a single Normal Unit and any integral multiple thereof. The transfer of any Normal Units Certificate
will be registered and Normal Units Certificates may be exchanged as provided in the Purchase Contract Agreement. The Normal Units Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents
permitted by the Purchase Contract Agreement. No service charge shall be required for any such registration of transfer or exchange of a Normal Units Certificate, but the Company and the Purchase Contract Agent may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates, other than exchanges not involving any transfer as provided for in the Purchase Contract
Agreement. The Holder of a Normal Unit may substitute for the Pledged Notes or Pledged Treasury Consideration securing its obligations under the related Purchase Contract Treasury Securities in accordance with the terms of the Purchase Contract
Agreement and the Pledge Agreement. From and after such Collateral Substitution, the Unit for which such Pledged Treasury Securities secures the Holder's obligation under the Purchase Contract shall be referred to as a “Stripped Unit.” A Holder that elects to substitute Treasury Securities for Pledged Notes or Pledged Treasury Consideration, thereby creating Stripped Units, shall be responsible for any fees or expenses
payable in connection therewith. Except as provided in the Purchase Contract Agreement, for so long as the Purchase Contract underlying a Normal Unit remains in effect, such Normal Unit shall not be separable into its constituent parts, and the
rights and obligations of the Holder of such Normal Units in respect of the Pledged Note or Pledged Treasury Consideration and Purchase Contract comprising such Normal Unit may be acquired, and may be transferred and exchanged, only as a Normal
Unit. 


     A Holder of Stripped Units may reestablish Normal Units at any time from and after the date of the Purchase Contract Agreement and on or prior to the thirteenth Business Day immediately preceding the
Stock Purchase Date by depositing with the Collateral Agent the Notes or the Treasury Consideration in exchange for the release of the Pledged Treasury Securities in accordance with the terms of the Purchase Contract Agreement and the Pledge
Agreement.


     Subject to the next succeeding paragraph, the Company shall pay, on each Payment Date, the Contract Adjustment Payments, if any, payable in respect of each Purchase Contract to the Person in whose
name the Normal Units Certificate (or one or more Predecessor Normal Units Certificates) evidencing such Purchase Contract is registered on the Normal Units Register at the close of business on the Record Date next preceding such Payment Date. The
Contract Adjustment Payments, if any, will be payable at the office of the Purchase Contract Agent in The City of New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the
Normal Units Register or by wire transfer to the account designated by such Person in writing. 


     The Company shall have the right, at any time prior to the Stock Purchase Date, to defer the payment of any or all of the Contract Adjustment Payments otherwise payable on any Payment Date, but only
if the Company shall give the Holders and the Purchase Contract Agent written notice of its election to defer each such Contract Adjustment Payments as provided in the Purchase Contract Agreement. Any Contract Adjustment Payments so deferred shall,
to the extent permitted by law, accrue additional Contract Adjustment Payments thereon at the rate of


A-8












10.75% per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment Payments, if any, together with
the additional Contract Adjustment Payments, if any, accrued thereon, are referred to herein as the “ Deferred Contract Adjustment Payments”). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to the Purchase Contract Agreement. No Contract Adjustment Payments may be
deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. 


     In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract
Adjustment Payments, if any, shall be payable to the registered Holders as of the close of business on the Record Date immediately preceding such Payment Date. 


     The Company's obligations with respect to Contract Adjustment Payments (including any accrued or Deferred Contract Adjustment Payments) will be subordinated and junior in right of payment to the
Company's obligations under any Senior Indebtedness in the manner and to the extent set forth in the Purchase Contract Agreement. 


     In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Purchase Contracts until the Stock Purchase Date, the Holder of this Normal Units Certificate will
receive on the Stock Purchase Date, a cash payment equal to the aggregate amount of Deferred Contract Adjustment Payments payable to the Holder of this Normal Units Certificate. 


     In the event the Company exercises its option to defer the payment of Contract Adjustment Payments, then, until the date on which the Deferred Contract Adjustment Payments have been paid, the Company
shall not, and will not permit any subsidiary of the Company to, declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of the Company's Ordinary Shares
other than (i) repurchases, redemptions or acquisitions of Ordinary Shares of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or agents or a
stock purchase or dividend reinvestment plan, or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date the Company exercises its rights to defer the Contract Adjustment Payments; (ii) as a
result of a reclassification of the Company's Capital Stock or the exchange or conversion of one class or series of the Company's Capital Stock for another class or series of the Company's Capital Stock; (iii) the purchase of fractional interests in
shares of any series of the Company's Capital Stock pursuant to the conversion or exchange provisions of such Capital Stock or the security being converted or exchanged; (iv) dividends or distributions in any series of the Company's Capital Stock
(or rights to acquire the Company's Capital Stock); or (v) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan on the date the Company exercises its right to defer the payment of Contract Adjustment
Payments or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future, or the redemption or repurchase of any rights pursuant thereto. 


A-9












     The Purchase Contracts and all obligations and rights of the Company and the Holders thereunder, including, without limitation, the rights of the Holders to receive accumulated Contract Adjustment
Payments, if any, or any Deferred Contract Adjustment Payments and the obligations of the Holders to purchase Ordinary Shares, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase
Contract Agent or the Company, if, on or prior to the Stock Purchase Date, a Termination Event shall have occurred. Upon the occurrence of a Termination Event, the Company shall promptly but in no event later than two Business Days thereafter give
written notice to the Purchase Contract Agent, the Collateral Agent and to the Holders, at their addresses as they appear in the Normal Units Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the
Pledged Notes or Pledged Treasury Consideration from the Pledge in accordance with the provisions of the Pledge Agreement. 


     Upon registration of transfer of this Normal Units Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by
the Purchase Contract Agent pursuant to the Purchase Contract Agreement), under the terms of the Purchase Contract Agreement, the Purchase Contracts evidenced hereby and the Pledge Agreement and the transferor shall be released from the obligations
under the Purchase Contract Agreement, the Purchase Contracts evidenced by this Normal Units Certificate and the Pledge Agreement. The Company covenants and agrees, and the Holder, by its acceptance hereof, likewise covenants and agrees, to be bound
by the provisions of this paragraph.


     The Holder of this Normal Units Certificate, by its acceptance hereof, irrevocably authorizes the Purchase Contract Agent to enter into and perform the related Purchase Contracts forming part of the
Normal Units evidenced hereby on his behalf as his attorney-in-fact, expressly withholds any consent to the assumption (i.e., affirmance) of the Purchase Contracts by the Company, any receiver, liquidator or person or entity performing similar
functions or its trustee in the event that the Company becomes the debtor under the Bankruptcy Code or subject to other similar state or federal or other law, agrees to be bound by the terms and provisions thereof, covenants and agrees to perform
such Holder's obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreement, irrevocably authorizes the Purchase Contract Agent to enter into and perform the Pledge Agreement on such Holder's behalf as
attorney-in-fact, and consents to the Pledge of the Notes or the Treasury Consideration underlying this Normal Units Certificate pursuant to the Pledge Agreement, provided, that, upon a
Termination Event, the rights of the Holder of such Notes may be enforced without regard to any other rights or obligations. The Holder further covenants and agrees, that, to the extent and in the manner provided in the Purchase Contract Agreement
and the Pledge Agreement, but subject to the terms thereof, payments in respect of the Pledged Notes or the Pledged Treasury Consideration to be paid upon settlement of such Holder's obligations to purchase Ordinary Shares under the Purchase
Contract, shall be paid on the Stock Purchase Date by the Collateral Agent to the Company in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments. The
obligations of each Holder to pay the Purchase Price are non-recourse obligations and except to the extent paid by Cash Settlement, Early Settlement or Fundamental Change Early Settlement, are payable solely out of the proceeds of any Collateral
pledged to secure the obligations of the Holders and in no event will Holders be liable for any deficiency between such payments and the Purchase Price. Notwithstanding anything to the contrary herein, the Company shall not be obligated to issue
any


A-10












Ordinary Shares in respect of a Purchase Contract or deliver any certificates therefor to the Holder of the related Unit unless the Company shall have (i) received payment in full of the aggregate Purchase Price for the Ordinary
Shares to be purchased thereunder by such Holder in the manner herein set forth or (ii) exercised its rights as a secured party under Section 5.4(b)(iii) of the Purchase Contract Agreement. 


     The Company and each Holder of a Normal Unit, by its acceptance thereof, covenants and agrees (a) to treat a Holder's acquisition of the Normal Unit as the acquisition of the Note and Purchase
Contract constituting the Normal Unit, (b) to treat each Holder as the owner, for federal, state and local income and franchise tax purposes of the related Notes or the Treasury Consideration, (d) to treat the Notes as indebtedness of the Company
for federal, state and local income and franchise tax purposes and (d) to allocate 100% of the issue price of a Normal Unit to the beneficial interest in the Note and 0.00% of the issue price to the Purchase Contract. 


     Subject to certain exceptions, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the outstanding Purchase Contracts. 


     The Purchase Contracts shall for all purposes be governed by, deemed to be a contract under, and construed in accordance with, the laws of the State of New York. 


     The Company, the Purchase Contract Agent and its Affiliates and any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Normal Units Certificate is registered
as the owner of the Normal Units evidenced hereby for the purpose of receiving quarterly payments of interest on the Notes or the Treasury Consideration, as the case may be, receiving payments of Contract Adjustment Payments, if any, and any
Deferred Contract Adjustment Payments, performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company,
the Purchase Contract Agent, such Affiliates nor any such agent shall be affected by notice to the contrary. 


     The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of Ordinary Shares. 


     A copy of the Purchase Contract Agreement is available for inspection at the offices of the Purchase Contract Agent. 


A-11












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 -	     	Custodian	 
	 	 	 	 
	 	 	(cust)	(minor) 
	 	 	 	 
	 
	 	 	Under
    Uniform Gifts to Minors Act 	 	 
	 	 	 
	 	 	
(State)
	
TEN ENT -	 	
as tenants by the entireties	 	 
	 	 	 	 	 
	
JT TEN -	 	
as joint tenants with right of survivorship and
	 	 	
not as tenants in common	 	 





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


A-12












ASSIGNMENT 

	
	     
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
	 
	 
	
(Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee)
	 
	 
	
(Please Print or Type Name and Address Including Postal Zip Code of Assignee)





the within Normal Units Certificates and all rights thereunder, hereby irrevocably constituting and appointing ______________attorney to transfer said Normal Units Certificates on the books of XL Capital Ltd with full
power of substitution in the premises. 

	
Dated:	 	 	 	
Signature:	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	
NOTICE: The signature to this assignment
	 	 	 	 	
must correspond with the name as it appears
	 	 	 	 	
upon the face of the within Normal Units
	 	 	 	 	
Certificates in every particular, without
	 	 	 	 	
alteration or enlargement or any change
	 	 	 	 	
whatsoever.


	 	 	 
	 	 	 
	Signature Guarantee:	 	 




A-13












SETTLEMENT INSTRUCTIONS


     The undersigned Holder directs that a certificate for Ordinary Shares deliverable upon settlement on or after the Stock Purchase Date of the Purchase Contracts underlying the number of Normal Units
evidenced by this Normal Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been
indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. 

	Dated: 	 	 	Signature:	 	 


	 	Signature Guarantee:	 	 




(if assigned to another person)

 

	If shares are to be registered in the name
    of and

    delivered to a Person other than
the Holder,

please (i) print such Person's name and address

and (ii) provide a guarantee of
your signature:

    	 	 	REGISTERED HOLDER




Please print name and address

    of Registered Holder:
	 	 	 	 
	 	 	 	 
	Name
	 	 	Name 

	 	 	 	 
	Address 
	 	 	Address 

	 	 	 	 
	 	 	 	 


	Social Security or other Taxpayer

          Identification Number, if any: 	 	               




A-14












ELECTION TO SETTLE EARLY/EARLY SETTLEMENT UPON A FUNDAMENTAL 

CHANGE 


     The undersigned Holder of this Normal Units Certificate hereby irrevocably exercises the option, subject to Section 5.9(f) of the Purchase Contract Agreement, to effect [Early Settlement] [Fundamental
Change Early Settlement] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units evidenced by this Normal Units Certificate specified below. The option to effect
[Early Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Normal Units with an aggregate Purchase Price equal to $1,000 or an integral multiple thereof. The undersigned Holder
directs that a certificate for Ordinary Shares deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units
Certificate representing any Normal Units evidenced hereby as to which [Early Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different
name and address have been indicated below. Pledged Notes or Pledged Treasury Consideration deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth
below. If Ordinary Shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. 

			
	
Dated:	 	 	
Signature :	 




			
	
Signature Guarantee:	 	 	
	 


     Number of Units evidenced hereby as to which [Early Settlement][Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: 

			
	
If Ordinary Shares are to be registered in the

name of and delivered to and Pledged Notes or


Pledged Treasury Consideration are to be


transferred to a Person other than the Holder,


please print such Person's name and address:	
REGISTERED HOLDER






Please print name and address


of Registered Holder:
	 
	 
	 
	 


	 	 	 	 
	Name
	 	 	Name 

	 	 	 	 
	Address 
	 	 	Address 

	 	 	 	 
	 	 	 	 


	Social Security or other Taxpayer

          Identification Number, if any: 	 	               





Transfer instructions for Pledged Notes or Pledged Treasury Consideration transferable upon Early Settlement or a Termination Event: 















A-15









[TO BE ATTACHED TO GLOBAL CERTIFICATES] 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE


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

									
	 

	 
	
Amount of 
	 
	
Amount of Increase 
	 
	
Stated Amount of the 
	 
	
Signature of 

	 

	 
	
Decrease in Stated 
	 
	
in Stated Amount 
	 
	
Global Certificate 
	 
	
Authorized Officer 

	 

	 
	
Amount of the 
	 
	
of the Global 
	 
	
Following Such 
	 
	
of Purchase Contract 

	
Date 
	 
	
Global Certificate 
	 
	
Certificate 
	 
	
Decrease of Increase
	 
	
Agent 





A-16












EXHIBIT B


FORM OF STRIPPED UNITS CERTIFICATE


(Form of Global Certificate Legend)


     [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS DEFINED ON THE REVERSE HEREOF) AND IS REGISTERED IN THE NAME OF A CLEARING AGENCY OR A NOMINEE
THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT.] 


     [so long as DTC is the Depositary, insert: Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation, to the Company or its agent for
registration of transfer, exchange or payment, and any Certificate issued is registered in the name of Cede & Co., or in such other name as requested by an authorized representative of The Depository Trust Company (and any payment hereon is made
to Cede & Co. or to such other entity as is requested by an authorized representative of The Depository Trust Company) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.] 


     [UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR CERTIFICATES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE PURCHASE CONTRACT AGREEMENT, THIS GLOBAL
CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]* 

 



* To be inserted in Global Certificates only.


B-1











					
	
(Form of Face of Stripped Units Certificate)

	
XL Capital Ltd

	 


	
10.75% Equity Security Units

	 


	
No. 
	 
	 

	 
	
CUSIP No. G98255 709 
	
Number of Stripped Units 
	 
	 

	 
	 






     This Stripped Units Certificate certifies that ________________________ is the registered Holder of the number of Stripped Units set forth above [If the Certificate is a Global Certificate,
insert –, as such number may be increased or decreased as set forth on the Schedule of Increases or Decreases in Global Certificate annexed hereto]. Each Stripped Unit represents (i) a 1/40 undivided beneficial ownership interest in a Treasury
Security or, in the case of an Opt-Out, the Cash Consideration, subject to the Pledge of such interest in such Treasury Security or Cash Consideration, as the case may be, by such Holder pursuant to the Pledge Agreement, and (ii) the rights and
obligations of the Holder under one Purchase Contract with XL Capital Ltd, a Cayman Islands exempted limited company (the "Company"). Each Stripped Unit will have a stated amount of $25
(the "Stated Amount"). In the event a Holder creates a Stripped Unit as a result of an Opt-Out pursuant to Section 5.4(b)(iv) of the Purchase Contract Agreement, all references herein to
Treasury Securities or Pledged Treasury Securities, including for purposes of Section 3.15 and Section 5.8 of the Purchase Contract Agreement, shall be deemed to include the Cash Consideration in addition to the Treasury Securities. All capitalized
terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein.


     Pursuant to the Pledge Agreement, the Treasury Security constituting part of each Stripped Unit evidenced hereby has been pledged to the Collateral Agent, for the benefit of the Company, to secure the
obligations of the Holder under the Purchase Contract comprising a part of such Stripped Unit to purchase Ordinary Shares of the Company. Prior to the purchase of Ordinary Shares under each Purchase Contract, such Purchase Contracts shall not
entitle the Holders of Normal Units Certificates to any of the rights of a holder of Ordinary Shares, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as shareholders in
respect of the meetings of shareholders, or for the election of directors of the Company or for any other matter or any other rights whatsoever as shareholder of the Company. 


     Each Purchase Contract evidenced hereby obligates the Holder of this Stripped Units Certificate to purchase, and the Company to sell, on August 15, 2011 (the "Stock
Purchase Date"), at a price equal to $25 (the "Purchase Price"), a number of Class A Ordinary
Shares, par value $0.01 per share ("Ordinary Shares"), of the Company, equal to the Settlement Rate or, if the Company has fixed the Settlement Rate pursuant to Section 5.1(f) of the
Purchase Contract Agreement, the Fixed Accounting Event Settlement Rate, unless on or prior to the Stock Purchase Date there shall have occurred a Termination Event or an Early Settlement or Fundamental Change Early Settlement with respect to the
Stripped Units of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The Purchase Price (as defined herein) for the Ordinary Shares purchased pursuant to each
Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Stock Purchase Date by application of payments received in respect of the Pledged Treasury 


B-2












Securities pledged to secure the obligations of the Holder under such Purchase Contract in accordance with the terms of the Pledge Agreement. 


     The Company shall pay on each Payment Date in respect of each Purchase Contract forming part of a Stripped Unit evidenced hereby an amount (the "Contract
Adjustment Payments") equal to 2.50% per year of the Stated Amount accruing through but excluding the Stock Purchase Date, computed on the basis of a 360-day
year of twelve 30-day months, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof (provided that if
on any date on which Contract Adjustment Payments are to be made on the Purchase Contracts is not a Business Day, then payment of the Contract Adjustment Payments payable on that date will be made on the next succeeding day which is a Business Day,
and no interest or payment will be paid in respect of the delay, except that if such next succeeding Business Day is in the next succeeding calendar year, such payment will be made on the immediately preceding Business Day). Such Contract Adjustment
Payments shall be payable to the Person in whose name this Stripped Units Certificate (or a Predecessor Stripped Units Certificate) is registered at the close of business on the Record Date for such Payment Date. 


     Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent in the City of New York or, at the option of the Company, by check mailed to the address of the Person
entitled thereto as such address appears on the Stripped Units Register or by wire transfer to the account designated by such Person in writing. 


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


     Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Stripped Units Certificate shall not be entitled to any benefit under the
Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose. 


B-3












IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


Dated: _________________

	
	
XL CAPITAL LTD
	 
	 
	
By:	 	 
	
            	 	Name:
	
          	 	Title:
	 
	
HOLDER SPECIFIED ABOVE (as to
	 	 	obligations of such Holder under
    the
	
           	 	Purchase Contracts
    evidenced hereby)
	 
	
By: THE BANK OF NEW YORK
	
      	 	MELLON,
	
          	 	not individually
    but solely as Attorney- 
	
        	 	in-Fact of
    such Holder
	 
	 
	
By:	 	 
	
            	 	Name:
	
          	 	Title:




B-4












PURCHASE CONTRACT AGENT'S CERTIFICATE OF AUTHENTICATION


     This is one of the Stripped Units Certificates referred to in the within-mentioned Purchase Contract Agreement. 

				
	
Dated:	 	 	 	 
	 	 	
  THE BANK OF NEW YORK MELLON,
	 	 	
  as Purchase Contract Agent
	 	 	 	 	 
	 	     	By:	 
	 	 	 	
 Authorized Officer





B-5












(Form of Reverse of Stripped Units Certificate)


     Each Purchase Contract evidenced hereby is governed by a Purchase Contract Agreement, dated as of August 5, 2008 (as may be supplemented from time to time, the "Purchase
Contract Agreement"), between the Company and The Bank of New York Mellon, as Purchase Contract Agent (including its successors thereunder, herein called the
"Purchase Contract Agent"), to which Purchase Contract Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of
rights, obligations, duties and immunities thereunder of the Purchase Contract Agent, the Company and the Holders and of the terms upon which the Stripped Units Certificates are, and are to be, executed and delivered. All defined terms used but not
defined in this Certificate have the meanings ascribed to them in the Purchase Contract Agreement. 


     Each Purchase Contract evidenced hereby obligates the Holder of this Stripped Units Certificate to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $25 (the
"Purchase Price"), a number of Ordinary Shares of the Company equal to the Settlement Rate or, if the Company has fixed the Settlement Rate pursuant to Section 5.1(f) of the Purchase
Contract Agreement, the Fixed Accounting Event Settlement Rate, unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event or a Cash Settlement, Early Settlement or Fundamental Change Early Settlement with respect
to the Unit of which such Purchase Contract is a part. The "Settlement Rate" is equal to (a) if the Applicable Market Value (as defined below) is equal to or greater than $18.88 (the
"Threshold Appreciation Price"), 1.3242 Ordinary Shares per Purchase Contract, (b) if the Applicable Market Value is less than the Threshold Appreciation Price but is greater than
$16.00, the number of Ordinary Shares per Purchase Contract equal to the Purchase Price divided by the Applicable Market Value and (c) if the Applicable Market Value is equal to or less than $16.00, 1.5625 Ordinary Shares per Purchase
Contract, in each case subject to adjustment as provided in the Purchase Contract Agreement. No fractional Ordinary Shares will be issued upon settlement of Purchase Contracts, as provided in the Purchase Contract Agreement. 


     The "Applicable Market Value" means the average of the Closing Price per Ordinary Share on each of the 20 consecutive Trading Days ending on
the third Trading Day immediately preceding the Stock Purchase Date. 


     The "Closing Price" of the Ordinary Shares on any date of determination means the closing sale price (or, if no closing sale price is
reported, the last reported sale price) of the Ordinary Shares on the New York Stock Exchange (the "NYSE") on such date or, if the Ordinary Shares are not listed for trading on the NYSE on
any such date, as reported in the composite transactions for the principal United States securities exchange on which the Ordinary Shares are so listed, or if the Ordinary Shares are not so reported, the last quoted bid price for the Ordinary Shares
in the over-the-counter market as reported by the National Quotation Bureau or similar organization, or, if such bid price is not available, the market value of the Ordinary Shares on such date as determined by a nationally recognized independent
investment banking firm retained for this purpose by the Company. 


     A "Trading Day" means a day on which the Ordinary Shares (A) are not suspended from trading on any national or regional securities exchange
or association or over-the-counter market 


B-6












at the close of business and (B) have traded at least once on the national or regional securities exchange or association or over-the-counter market that is the primary market for the trading of the Ordinary Shares at the close of
business on such day. 


     Each Purchase Contract evidenced hereby may be settled prior to the Stock Purchase Date through Cash Settlement, Early Settlement or Fundamental Change Early Settlement, in accordance with the terms
of the Purchase Contract Agreement. 


     In accordance with the terms of the Purchase Contract Agreement, the Holder of this Stripped Units Certificate shall pay the Purchase Price for the Ordinary Shares purchased pursuant to each Purchase
Contract evidenced hereby (i) by effecting a Cash Settlement, an Early Settlement or Fundamental Change Early Settlement or (ii) by application of payments received in respect of the Pledged Treasury Securities underlying the Stripped Units
represented by this Stripped Units Certificate. 


     The Company shall not be obligated to issue any Ordinary Shares in respect of a Purchase Contract or deliver any certificates therefor to the Holder unless it shall have received payment in full of
the aggregate Purchase Price for the Ordinary Shares to be purchased thereunder in the manner herein set forth. 


     The Stripped Units Certificates are issuable only in registered form and only in denominations of a single Stripped Unit and any integral multiple thereof. The transfer of any Stripped Units
Certificate will be registered and Stripped Units Certificates may be exchanged as provided in the Purchase Contract Agreement. The Stripped Units Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer
documents permitted by the Purchase Contract Agreement. No service charge shall be required for any such registration of transfer or exchange of a Stripped Units Certificate, but the Company and the Purchase Contract Agent may require payment from
the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates, other than exchanges not involving any transfer as provided for in the
Purchase Contract Agreement. The Holder of a Stripped Unit may substitute for the Pledged Treasury Securities securing its obligations under the related Purchase Contract Notes or the Treasury Consideration in accordance with the terms of the
Purchase Contract Agreement and the Pledge Agreement. From and after such Collateral Substitution, the Unit for which such Pledged Notes or Pledged Treasury Consideration secures the Holder's obligation under the Purchase Contract shall be referred
to as a "Normal Unit." A Holder that elects to substitute Notes or the Treasury Consideration for Pledged Treasury Securities, thereby reestablishing Normal Units, shall be responsible for
any fees or expenses payable in connection therewith. Except as provided in the Purchase Contract Agreement, for so long as the Purchase Contract underlying a Stripped Unit remains in effect, such Stripped Unit shall not be separable into its
constituent parts, and the rights and obligations of the Holder of such Stripped Unit in respect of the Pledged Treasury Security and the Purchase Contract comprising such Stripped Unit may be acquired, and may be transferred and exchanged, only as
a Stripped Unit. 


     A Holder of Normal Units may establish Stripped Units at any time from and after the date of the Purchase Contract Agreement and on or prior to the thirteenth Business Day immediately preceding the
Stock Purchase Date by depositing with the Collateral Agent 


B-7












Treasury Securities in exchange for the release of the Pledged Notes or the Pledged Treasury Consideration in accordance with the terms of the Purchase Contract Agreement and the Pledge Agreement. 


     Subject to the next succeeding paragraph, the Company shall pay, on each Payment Date, the Contract Adjustment Payments, if any, payable in respect of each Purchase Contract to the Person in whose
name the Stripped Units Certificate (or one or more Predecessor Stripped Units Certificates) evidencing such Purchase Contract is registered on the Stripped Units Register at the close of business on the Record Date next preceding such Payment Date.
Contract Adjustment Payments, if any, will be payable at the office of the Purchase Contract Agent in the Borough of Manhattan, New York City, or, if the Units do not remain in book-entry only form, at the option of the Company, by check mailed to
the address of the Person entitled thereto as such address appears on the Stripped Units Register or by wire transfer to the account maintained in the United States designated by written notice given ten Business Days prior to the applicable payment
date by such Person. 


     The Company shall have the right, at any time prior to the Stock Purchase Date, to defer the payment of any or all of the Contract Adjustment Payments otherwise payable on any Payment Date, but only
if the Company shall give the Holders and the Purchase Contract Agent written notice of its election to defer each such Contract Adjustment Payments as provided in the Purchase Contract Agreement. Any Contract Adjustment Payments so deferred shall,
to the extent permitted by law, accrue additional Contract Adjustment Payments thereon at the rate of 10.75% per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full
(such deferred installments of Contract Adjustment Payments, if any, together with the additional Contract Adjustment Payments, if any, accrued thereon, are referred to herein as the "Deferred Contract
Adjustment Payments"). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is
deferred pursuant to the Purchase Contract Agreement. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. 


     In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract
Adjustment Payments, if any, shall be payable to the registered Holders as of the close of business on the Record Date immediately preceding such Payment Date. 


     In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Purchase Contracts until the Stock Purchase Date, the Holder of this Stripped Units Certificate will
receive on the Stock Purchase Date, a cash payment equal to the aggregate amount of Deferred Contract Adjustment Payments payable to the Holder of this Stripped Units Certificate. 


     The Company's obligations with respect to Contract Adjustment Payments (including any accrued or Deferred Contract Adjustment Payments) will be subordinated and junior in right of payment to the
Company's obligations under any Senior Indebtedness in the manner and to the extent set forth in the Purchase Contract Agreement. 


B-8












     In the event the Company exercises its option to defer the payment of Contract Adjustment Payments, then, until the date on which the Deferred Contract Adjustment Payments have been paid, the Company
shall not, and will not permit any subsidiary of the Company to, declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of the Company's Ordinary Shares
other than (i) repurchases, redemptions or acquisitions of Ordinary Shares of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or agents or a
stock purchase or dividend reinvestment plan, or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date the Company exercises its rights to defer the Contract Adjustment Payments; (ii) as a
result of a reclassification of the Company's Capital Stock or the exchange or conversion of one class or series of the Company's Capital Stock for another class or series of the Company's Capital Stock; (iii) the purchase of fractional interests in
shares of any series of the Company's Capital Stock pursuant to the conversion or exchange provisions of such Capital Stock or the security being converted or exchanged; (iv) dividends or distributions in any series of the Company's Capital Stock
(or rights to acquire the Company's Capital Stock); or (v) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan on the date the Company exercises its right to defer the payment of Contract Adjustment
Payments or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future, or the redemption or repurchase of any rights pursuant thereto. 


     The Purchase Contracts and all obligations and rights of the Company and the Holders thereunder, including, without limitation, the rights of the Holders to receive accumulated Contract Adjustment
Payments, if any, or any Deferred Contract Adjustment Payments, and the obligations of the Holders to purchase Ordinary Shares, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase
Contract Agent or the Company, if, on or prior to the Stock Purchase Date, a Termination Event shall have occurred. Upon the occurrence of a Termination Event, the Company shall promptly but in no event later than two Business Days thereafter give
written notice to the Purchase Contract Agent, the Collateral Agent and to the Holders, at their addresses as they appear in the Stripped Units Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the
Pledged Treasury Securities from the Pledge in accordance with the provisions of the Pledge Agreement. 


     Upon registration of transfer of this Stripped Units Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by
the Purchase Contract Agent pursuant to the Purchase Contract Agreement), under the terms of the Purchase Contract Agreement, the Purchase Contracts evidenced hereby and the Pledge Agreement and the transferor shall be released from the obligations
under the Purchase Contract Agreement, the Purchase Contracts evidenced by this Stripped Units Certificate and the Pledge Agreement. The Company covenants and agrees, and the Holder, by its acceptance hereof, likewise covenants and agrees, to be
bound by the provisions of this paragraph. 


     The Holder of this Stripped Units Certificate, by its acceptance hereof, irrevocably authorizes the Purchase Contract Agent to enter into and perform the related Purchase Contracts forming part of the
Stripped Units evidenced hereby on his behalf as its attorney-in-fact, expressly withholds any consent to the assumption (i.e., affirmance) of the Purchase Contracts by


B-9












the Company, any receiver, liquidator or person or entity performing similar functions or its trustee in the event that the Company becomes the debtor under the Bankruptcy Code or subject to other similar state or federal or other
law, agrees to be bound by the terms and provisions thereof, covenants and agrees to perform such Holder's obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreement, irrevocably authorizes the Purchase
Contract Agent to enter into and perform the Pledge Agreement on such Holder's behalf as attorney-in-fact, and consents to the Pledge of the Treasury Securities underlying this Stripped Units Certificate pursuant to the Pledge Agreement,
provided that upon a Termination Event, the rights of the Holder of such Stripped Units may be enforced without regard to any other rights or obligations. The Holder further covenants and
agrees, that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms thereof, payments in respect of the Pledged Treasury Securities, to be paid upon settlement of such Holder's
obligations to purchase Ordinary Shares under the Purchase Contract, shall be paid on the Stock Purchase Date by the Collateral Agent to the Company in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall
acquire no right, title or interest in such payments. The obligations of each Holder to pay the Purchase Price are non-recourse obligations and except to the extent paid by Early Settlement or Fundamental Change Early Settlement, are payable solely
out of the proceeds of any Collateral pledged to secure the obligations of the Holders and in no event will Holders be liable for any deficiency between such payments and the Purchase Price. 


     Each Holder of any Unit, and each Beneficial Owner thereof, by its acceptance thereof or of its interest therein, further agrees to treat (i) the formation of Stripped Units as the acquisition of a
Unit consisting of the Purchase Contract and the Treasury Securities and (ii) itself as the owner of the related Notes, Treasury Consideration or Treasury Securities, as the case may be. 


     Subject to certain exceptions, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the outstanding Purchase Contracts. 


     The Purchase Contracts shall for all purposes be governed by and deemed to be a contract under, and construed in accordance with, the laws of the State of New York. 


     The Company, the Purchase Contract Agent and its Affiliates and any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Stripped Units Certificate is registered
as the owner of the Stripped Units evidenced hereby for the purpose of receiving any Contract Adjustment Payments and any Deferred Contract Adjustment Payments, performance of the Purchase Contracts and for all other purposes whatsoever, whether or
not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Purchase Contract Agent, such Affiliate, nor any such agent shall be affected by notice to the contrary. 


     The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of Ordinary Shares. 


     A copy of the Purchase Contract Agreement is available for inspection at the offices of the Purchase Contract Agent. 


B-10








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 -	     	Custodian	 
	 	 	 	 
	 	 	(cust)	(minor) 
	 	 	 	 
	 
	 	 	Under
    Uniform Gifts to Minors Act 
	 	 	 
	 	 	
(State)
	
TEN ENT -	 	
as tenants by the entireties	 	 
	 	 	 	 	 
	
JT TEN -	 	
as joint tenants with right of survivorship and
	 	 	
not as tenants in common	 	 





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


B-11








ASSIGNMENT


	
	     
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto 
	 
	 
	
(Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee)
	 
	 
	
(Please Print or Type Name and Address Including Postal Zip Code of Assignee)



the within Stripped Units Certificates and all rights thereunder, hereby irrevocably constituting and appointing ______________attorney to transfer said Stripped Units Certificates on the books of XL Capital Ltd with full
power of substitution in the premises. 

			
	
Dated:	 	 	 	
Signature:	 	 
	 
	 
	 	 	
NOTICE: The signature to this assignment
	 	 	
must correspond with the name as it appears
	 	 	
upon the face of the within Stripped Units
	 	 	
Certificates in every particular, without
	 	 	
alteration or enlargement or any change
	 	 	
whatsoever.



	 	 	 
	 	 	 
	Signature Guarantee:	 	 




B-12












SETTLEMENT INSTRUCTIONS


     The undersigned Holder directs that a certificate for Ordinary Shares deliverable upon settlement on or after the Stock Purchase Date of the Purchase Contracts underlying the number of Stripped Units
evidenced by this Stripped Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been
indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. 

	Dated: 	 	 	Signature:	 	 


	 	Signature Guarantee:	 	 





(if assigned to another person)

	If shares are to be registered in the name
    of and

    delivered to a Person other than
the Holder,

please (i) print such Person's name and address

and (ii) provide a guarantee of
your signature:

    	 	 	REGISTERED HOLDER




Please print name and address

    of Registered Holder:
	 	 	 	 
	 	 	 	 
	Name
	 	 	Name 

	 	 	 	 
	Address 
	 	 	Address 

	 	 	 	 
	 	 	 	 


	Social Security or other Taxpayer

        Identification Number, if any: 	 	               



B-13












ELECTION TO SETTLE EARLY/EARLY SETTLEMENT UPON A FUNDAMENTAL 

CHANGE 


     The undersigned Holder of this Stripped Units Certificate hereby irrevocably exercises the option, subject to Section 5.9(f) of the Purchase Contract Agreement, to effect [Early Settlement]
[Fundamental Change Early Settlement] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate specified below. The
option to effect [Early Settlement][Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Purchase Price equal to $1,000 or an integral multiple thereof. The
undersigned Holder directs that a certificate for Ordinary Shares deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share
and any Stripped Units Certificate representing any Stripped Units evidenced hereby as to which [Early Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated
below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such [Early Settlement][Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth
below. If Ordinary Shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. 

	Dated: 	 	 	Signature:	 	 


	 	Signature Guarantee:	 	 





     Number of Units evidenced hereby as to which [Early Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: 



	If Ordinary Shares are to be registered in the


name of and delivered to and Pledged Notes or


Pledged Treasury Consideration are to be


transferred to a Person other than the Holder,	 	 	REGISTERED HOLDER




Please print name and address

    of Registered Holder:
	 	 	 	 
	 	 	 	 
	Name
	 	 	Name 

	 	 	 	 
	Address 
	 	 	Address 

	 	 	 	 
	 	 	 	 


	Social Security or other Taxpayer

        Identification Number, if any: 	 	               




Transfer instructions for Pledged Notes or Pledged Treasury Consideration transferable upon Early Settlement or a Termination Event:







B-14












[TO BE ATTACHED TO GLOBAL CERTIFICATES] 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE


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

									
	 

	 
	
Amount of 
	 
	
Amount of Increase 
	 
	
Stated Amount of the 
	 
	
Signature of 

	 

	 
	
Decrease in Stated 
	 
	
in Stated Amount 
	 
	
Global Certificate 
	 
	
Authorized Officer 

	 

	 
	
Amount of the 
	 
	
of the Global 
	 
	
Following Such 
	 
	
of Purchase 

	
Date 
	 
	
Global Certificate 
	 
	
Certificate 
	 
	
Decrease of Increase
	 
	
Contract Agent 





B-15












EXHIBIT C


INSTRUCTION FROM PURCHASE CONTRACT AGENT


TO COLLATERAL AGENT


The Bank of New York Mellon 

101 Barclay Street 

Floor 7 West 

New York, New York 10286 

Attention: Corporate Trust Administration


     Re: 10.75% Equity Security Units of XL Capital Ltd (the "Company")


     We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of August 5, 2008, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and
us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the "Holder") has
elected to substitute [$ ______aggregate principal amount of Treasury Securities (CUSIP No. 912833DA5)] [$_____principal amount of Notes or the Treasury Consideration, as the case may be,] in exchange for the related [Pledged
Notes or Pledged Treasury Consideration] [Pledged Treasury Securities (CUSIP No. 912833DA5),] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes
or the Treasury Consideration] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes or Pledged Treasury Consideration], and upon the payment by such Holder of any applicable fees, to
release the [Notes or Treasury Consideration, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the
meaning set forth in the Purchase Contract Agreement. 


	Date	 	 	 
	 	 	 
	    	     	The Bank of New York Mellon,

As Purchase Contract Agent under the

Purchase Contract Agreement, dated as of

August 5, 2008, between the Company and

the Purchase Contract Agent	      
	 	 	 	 
	 	 	By:	 	      
	 	 	 	Name: 	 
	 	 	 	Title: 
    	 







C-1












Please print name and address of Registered Holder electing to substitute [Treasury Securities] Notes or Treasury Consideration, as the case may be,] for the Notes or Pledged Treasury Consideration, as the case may be,] [Pledged
Treasury Securities]: 



			
	 	 	 
	Name:	 	Social Security or other Taxpayer 
	 	 	Identification Number, if any 
	 	 	 
	
Address	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




			
	
Cc: 
	 
	
XL Capital Ltd 

	 

	 
	
Attention: Kirstin Gould 




C-2












EXHIBIT D


INSTRUCTION TO PURCHASE CONTRACT AGENT


The Bank of New York Mellon 

101 Barclay Street 

Floor 7 West 

New York, New York 10286 

Attention: Corporate Trust Administration


     Re: 10.75% Equity Security Units of XL Capital Ltd (the "Company")


     The undersigned Holder hereby notifies you, as Purchase Contract Agent under the Purchase Contract Agreement, dated as of August 5, 2008, between the Company and you, that it has delivered to The Bank
of New York Mellon, as Collateral Agent, Custodial Agent and Securities Intermediary [$__________aggregate principal amount of Treasury Securities] [$_________ principal amount of Notes or the Treasury Consideration, as the
case may be,] in exchange for the related [Pledged Notes or Pledged Treasury Consideration, as the case may be,] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section 4.1 of the Pledge Agreement, dated as of August
5, 2008, among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to
you on behalf of the undersigned Holder the [Pledged Notes or Pledged Treasury Consideration, as the case may be,] [Pledged Treasury Securities] related to such [Normal Units] [Stripped Units]. Capitalized terms used herein but not defined shall
have the meaning set forth in the Purchase Contract Agreement. 

					
	
Date:	 	 	 	
By:	 
	 	 	 	 	
Signature Guarantee:
	 	 	 	 	 





D-1












Dated:_________________________


Please print name and address of Registered Holder:

					
	 	 	 	 	 
	Name:	 	 	 	Social Security or other Taxpayer 
	 	 	 	 	Identification Number, if any:
	 	 	 	 	 
	Address:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 




			
	
Cc: 
	 
	
XL Capital Ltd 

	 

	 
	
Attention: Kirstin Gould 




D-2












EXHIBIT E


NOTICE TO SETTLE BY SEPARATE CASH


The Bank of New York Mellon 

101 Barclay Street 

Floor 7 West 

New York, New York 10286 

Attention: Corporate Trust Administration


     Re: 10.75% Equity Security Units of XL Capital Ltd (the "Company")


     The undersigned Holder hereby notifies you in accordance with Section 5.4 of the Purchase Contract Agreement, dated as of August 5, 2008, between the Company and you, as Purchase Contract Agent,
Attorney-in-Fact and Trustee for the Holders of the Purchase Contracts, that it has delivered to The Bank of New York Mellon, as Collateral Agent, Custodial Agent and Securities Intermediary, that such Holder has elected to pay to the Collateral
Agent, on or prior to 5:00 p.m. New York City time, on the thirteenth Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by certified or cashier's check or wire transfer, in each case in immediately
available funds), $___ as the Purchase Price for the Ordinary Shares issuable to such Holder by the Company under the related Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the
Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Purchase Contracts related to such Holder's Normal Units. Capitalized terms used herein but not defined shall have the meaning set forth in the
Purchase Contract Agreement. 

					
	Date:	 	 	 	
By:	 
	 	 	 	 	
Signature Guarantee:
	 	 	 	 	 



E-1











      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. 

			
	
Please print name and address of Registered	 	
Social Security or other Taxpayer
	Holder: 	 	Identification
    Number, if any
	 	 	 
	
Name	 	 
	 	 	 
	
Address	 	 





E-2