AMENDED
AND RESTATED

      

      DECLARATION
OF TRUST

      


      by
and among

      


      WILMINGTON
TRUST COMPANY,

      as
Institutional Trustee,

      


      WILMINGTON
TRUST COMPANY,

      as
Delaware Trustee,

      


      MAIDEN
HOLDINGS NORTH AMERICA, LTD.,

      as
Sponsor,

      


      and

      


      ARTURO
M. RASCHBAUM, JOHN M. MARSHALECK and KAREN L. SCHMITT,

      as
Administrators,

      


      Dated
as of January 20, 2009

      
         

        
          

          

        

      

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              
                                                                                                                                                
                                                                                                                                                  
                                                                                                                                                    	 
      	 
      	 
      	
                                                                                                                                                            Page

                                                                                                                                                          
	 
      	 
      	 
      	 
      
	
                                                                                                                                                            ARTICLE
      I.

                                                                                                                                                          	 
      	
                                                                                                                                                            INTERPRETATION
      AND DEFINITIONS

                                                                                                                                                          	
                                                                                                                                                            1

                                                                                                                                                          
	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                                                            Section
      1.1.

                                                                                                                                                          	
                                                                                                                                                            Definitions

                                                                                                                                                          	
                                                                                                                                                            1

                                                                                                                                                          
	 
      	 
      	 
      	 
      
	
                                                                                                                                                            ARTICLE
      II.

                                                                                                                                                          	 
      	
                                                                                                                                                            ORGANIZATION

                                                                                                                                                          	
                                                                                                                                                            9

                                                                                                                                                          
	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                                                            Section
      2.1.

                                                                                                                                                          	
                                                                                                                                                            Name

                                                                                                                                                          	
                                                                                                                                                            9

                                                                                                                                                          
	 
      	
                                                                                                                                                            Section
      2.2.

                                                                                                                                                          	
                                                                                                                                                            Office

                                                                                                                                                          	
                                                                                                                                                            9

                                                                                                                                                          
	 
      	
                                                                                                                                                            Section
      2.3.

                                                                                                                                                          	
                                                                                                                                                            Purpose

                                                                                                                                                          	
                                                                                                                                                            9

                                                                                                                                                          
	 
      	
                                                                                                                                                            Section
      2.4.

                                                                                                                                                          	
                                                                                                                                                            Authority

                                                                                                                                                          	
                                                                                                                                                            10

                                                                                                                                                          
	 
      	
                                                                                                                                                            Section
      2.5.

                                                                                                                                                          	
                                                                                                                                                            Title
      to Property of the Trust

                                                                                                                                                          	
                                                                                                                                                            10

                                                                                                                                                          
	 
      	
                                                                                                                                                            Section
      2.6.

                                                                                                                                                          	
                                                                                                                                                            Powers
      and Duties of the Trustees and the Administrators

                                                                                                                                                          	
                                                                                                                                                            10

                                                                                                                                                          
	 
      	
                                                                                                                                                            Section
      2.7.

                                                                                                                                                          	
                                                                                                                                                            Prohibition
      of Actions by the Trust and the Institutional Trustee

                                                                                                                                                          	
                                                                                                                                                            14

                                                                                                                                                          
	 
      	
                                                                                                                                                            Section
      2.8.

                                                                                                                                                          	
                                                                                                                                                            Powers
      and Duties of the Institutional Trustee

                                                                                                                                                          	
                                                                                                                                                            15

                                                                                                                                                          
	 
      	
                                                                                                                                                            Section
      2.9.

                                                                                                                                                          	
                                                                                                                                                            Certain
      Duties and Responsibilities of the Institutional Trustee and
      Administrators

                                                                                                                                                          	
                                                                                                                                                            16

                                                                                                                                                          
	 
      	
                                                                                                                                                            Section
      2.10.

                                                                                                                                                          	
                                                                                                                                                            Certain
      Rights of Institutional Trustee

                                                                                                                                                          	
                                                                                                                                                            18

                                                                                                                                                          
	 
      	
                                                                                                                                                            Section
      2.11.

                                                                                                                                                          	
                                                                                                                                                            Delaware
      Trustee

                                                                                                                                                          	
                                                                                                                                                            20

                                                                                                                                                          
	 
      	
                                                                                                                                                            Section
      2.12.

                                                                                                                                                          	
                                                                                                                                                            Execution
      of Documents

                                                                                                                                                          	
                                                                                                                                                            20

                                                                                                                                                          
	 
      	
                                                                                                                                                            Section
      2.13.

                                                                                                                                                          	
                                                                                                                                                            Not
      Responsible for Recitals or Issuance of Securities

                                                                                                                                                          	
                                                                                                                                                            21

                                                                                                                                                          
	 
      	
                                                                                                                                                            Section
      2.14.

                                                                                                                                                          	
                                                                                                                                                            Duration
      of Trust

                                                                                                                                                          	
                                                                                                                                                            21

                                                                                                                                                          
	 
      	
                                                                                                                                                            Section
      2.15.

                                                                                                                                                          	
                                                                                                                                                            Mergers

                                                                                                                                                          	
                                                                                                                                                            21

                                                                                                                                                          
	 
      	 
      	 
      	 
      
	
                                                                                                                                                            ARTICLE
      III.

                                                                                                                                                          	 
      	
                                                                                                                                                            SPONSOR

                                                                                                                                                          	
                                                                                                                                                            22

                                                                                                                                                          
	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                                                            Section
      3.1.

                                                                                                                                                          	
                                                                                                                                                            Sponsor’s
      Purchase of Common Securities

                                                                                                                                                          	
                                                                                                                                                            22

                                                                                                                                                          
	 
      	
                                                                                                                                                            Section
      3.2.

                                                                                                                                                          	
                                                                                                                                                            Responsibilities
      of the Sponsor

                                                                                                                                                          	
                                                                                                                                                            23

                                                                                                                                                          
	 
      	
                                                                                                                                                            Section
      3.3.

                                                                                                                                                          	
                                                                                                                                                            Reports

                                                                                                                                                          	
                                                                                                                                                            23

                                                                                                                                                          
	 
      	
                                                                                                                                                            Section
      3.4.

                                                                                                                                                          	
                                                                                                                                                            Expenses

                                                                                                                                                          	
                                                                                                                                                            23

                                                                                                                                                          
	 
      	
                                                                                                                                                            Section
      3.5.

                                                                                                                                                          	
                                                                                                                                                            Right
      to Proceed

                                                                                                                                                          	
                                                                                                                                                            24

                                                                                                                                                          
	 
      	 
      	 
      	 
      
	
                                                                                                                                                            ARTICLE
      IV.

                                                                                                                                                          	 
      	
                                                                                                                                                            INSTITUTIONAL
      TRUSTEE AND ADMINISTRATORS

                                                                                                                                                          	
                                                                                                                                                            24

                                                                                                                                                          
	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                                                            Section
      4.1.

                                                                                                                                                          	
                                                                                                                                                            Number
      of Trustees

                                                                                                                                                          	
                                                                                                                                                            24

                                                                                                                                                          
	 
      	
                                                                                                                                                            Section
      4.2.

                                                                                                                                                          	
                                                                                                                                                            Delaware
      Trustee

                                                                                                                                                          	
                                                                                                                                                            24

                                                                                                                                                          
	 
      	
                                                                                                                                                            Section
      4.3.

                                                                                                                                                          	
                                                                                                                                                            Institutional
      Trustee; Eligibility

                                                                                                                                                          	
                                                                                                                                                            24

                                                                                                                                                          
	 
      	
                                                                                                                                                            Section
      4.4.

                                                                                                                                                          	
                                                                                                                                                            Certain
      Qualifications of the Delaware Trustee Generally

                                                                                                                                                          	
                                                                                                                                                            25

                                                                                                                                                          
	 
      	
                                                                                                                                                            Section
      4.5.

                                                                                                                                                          	
                                                                                                                                                            Administrators

                                                                                                                                                          	
                                                                                                                                                            25

                                                                                                                                                          
	 
      	
                                                                                                                                                            Section
      4.6.

                                                                                                                                                          	
                                                                                                                                                            Initial
      Delaware Trustee

                                                                                                                                                          	
                                                                                                                                                            25

                                                                                                                                                          
	 
      	
                                                                                                                                                            Section
      4.7.

                                                                                                                                                          	
                                                                                                                                                            Appointment,
      Removal and Resignation of Trustees and Administrators

                                                                                                                                                          	
                                                                                                                                                            25

                                                                                                                                                          
	 
      	
                                                                                                                                                            Section
      4.8.

                                                                                                                                                          	
                                                                                                                                                            Vacancies
      Among Trustees

                                                                                                                                                          	
                                                                                                                                                            27

                                                                                                                                                          
	 
      	
                                                                                                                                                            Section
      4.9.

                                                                                                                                                          	
                                                                                                                                                            Effect
      of Vacancies

                                                                                                                                                          	
                                                                                                                                                            27

                                                                                                                                                          
	 
      	
                                                                                                                                                            Section
      4.10.

                                                                                                                                                          	
                                                                                                                                                            Meetings
      of the Trustees and the Administrators

                                                                                                                                                          	
                                                                                                                                                            28

                                                                                                                                                          
	 
      	
                                                                                                                                                            Section
      4.11.

                                                                                                                                                          	
                                                                                                                                                            Delegation
      of Power

                                                                                                                                                          	
                                                                                                                                                            28

                                                                                                                                                          
	 
      	
                                                                                                                                                            Section
      4.12.

                                                                                                                                                          	
                                                                                                                                                            Conversion,
      Consolidation or Succession to Business

                                                                                                                                                          	
                                                                                                                                                            28

                                                                                                                                                          


                                                                                                                                                  

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        	
                                                                                                                                                ARTICLE
      V.

                                                                                                                                              	 
      	
                                                                                                                                                DISTRIBUTIONS

                                                                                                                                              	
                                                                                                                                                29

                                                                                                                                              
	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                                                Section
      5.1.

                                                                                                                                              	
                                                                                                                                                Distributions

                                                                                                                                              	
                                                                                                                                                29

                                                                                                                                              
	 
      	 
      	 
      	 
      
	
                                                                                                                                                ARTICLE
      VI.

                                                                                                                                              	 
      	
                                                                                                                                                ISSUANCE
      OF SECURITIES

                                                                                                                                              	
                                                                                                                                                29

                                                                                                                                              
	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                                                Section
      6.1.

                                                                                                                                              	
                                                                                                                                                General
      Provisions Regarding Securities

                                                                                                                                              	
                                                                                                                                                29

                                                                                                                                              
	 
      	
                                                                                                                                                Section
      6.2.

                                                                                                                                              	
                                                                                                                                                Paying
      Agent, Transfer Agent and Registrar

                                                                                                                                              	
                                                                                                                                                30

                                                                                                                                              
	 
      	
                                                                                                                                                Section
      6.3.

                                                                                                                                              	
                                                                                                                                                Form
      and Dating

                                                                                                                                              	
                                                                                                                                                30

                                                                                                                                              
	 
      	
                                                                                                                                                Section
      6.4.

                                                                                                                                              	
                                                                                                                                                Book-Entry
      Capital Securities

                                                                                                                                              	
                                                                                                                                                31

                                                                                                                                              
	 
      	
                                                                                                                                                Section
      6.5.

                                                                                                                                              	
                                                                                                                                                Registration
      of Transfer and Exchange of Capital Securities
Certificates

                                                                                                                                              	
                                                                                                                                                33

                                                                                                                                              
	 
      	
                                                                                                                                                Section
      6.6.

                                                                                                                                              	
                                                                                                                                                Mutilated,
      Destroyed, Lost or Stolen Certificates

                                                                                                                                              	
                                                                                                                                                34

                                                                                                                                              
	 
      	
                                                                                                                                                Section
      6.7.

                                                                                                                                              	
                                                                                                                                                Temporary
      Securities

                                                                                                                                              	
                                                                                                                                                34

                                                                                                                                              
	 
      	
                                                                                                                                                Section
      6.8.

                                                                                                                                              	
                                                                                                                                                Cancellation

                                                                                                                                              	
                                                                                                                                                35

                                                                                                                                              
	 
      	
                                                                                                                                                Section
      6.9.

                                                                                                                                              	
                                                                                                                                                CUSIP
      Numbers

                                                                                                                                              	
                                                                                                                                                35

                                                                                                                                              
	 
      	
                                                                                                                                                Section
      6.10.

                                                                                                                                              	
                                                                                                                                                Rights
      of Holders; Waivers of Past Defaults

                                                                                                                                              	
                                                                                                                                                35

                                                                                                                                              
	 
      	 
      	 
      	 
      
	
                                                                                                                                                ARTICLE
      VII.

                                                                                                                                              	 
      	
                                                                                                                                                DISSOLUTION
      AND TERMINATION OF TRUST

                                                                                                                                              	
                                                                                                                                                37

                                                                                                                                              
	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                                                Section
      7.1.

                                                                                                                                              	
                                                                                                                                                Dissolution
      and Termination of Trust

                                                                                                                                              	
                                                                                                                                                37

                                                                                                                                              
	 
      	 
      	 
      	 
      
	
                                                                                                                                                ARTICLE
      VIII.

                                                                                                                                              	 
      	
                                                                                                                                                TRANSFER
      OF INTERESTS

                                                                                                                                              	
                                                                                                                                                38

                                                                                                                                              
	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                                                Section
      8.1.

                                                                                                                                              	
                                                                                                                                                General

                                                                                                                                              	
                                                                                                                                                38

                                                                                                                                              
	 
      	
                                                                                                                                                Section
      8.2.

                                                                                                                                              	
                                                                                                                                                Transfer
      Procedures and Restrictions

                                                                                                                                              	
                                                                                                                                                39

                                                                                                                                              
	 
      	
                                                                                                                                                Section
      8.3.

                                                                                                                                              	
                                                                                                                                                Deemed
      Security Holders

                                                                                                                                              	
                                                                                                                                                42

                                                                                                                                              
	 
      	 
      	 
      	 
      
	
                                                                                                                                                ARTICLE
      IX.

                                                                                                                                              	 
      	
                                                                                                                                                LIMITATION
      OF LIABILITY OF HOLDERS OF SECURITIES, INSTITUTIONAL TRUSTEE OR
      OTHERS

                                                                                                                                              	
                                                                                                                                                42

                                                                                                                                              
	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                                                Section
      9.1.

                                                                                                                                              	
                                                                                                                                                Liability

                                                                                                                                              	
                                                                                                                                                42

                                                                                                                                              
	 
      	
                                                                                                                                                Section
      9.2.

                                                                                                                                              	
                                                                                                                                                Exculpation

                                                                                                                                              	
                                                                                                                                                43

                                                                                                                                              
	 
      	
                                                                                                                                                Section
      9.3.

                                                                                                                                              	
                                                                                                                                                Fiduciary
      Duty

                                                                                                                                              	
                                                                                                                                                43

                                                                                                                                              
	 
      	
                                                                                                                                                Section
      9.4.

                                                                                                                                              	
                                                                                                                                                Indemnification

                                                                                                                                              	
                                                                                                                                                44

                                                                                                                                              
	 
      	
                                                                                                                                                Section
      9.5.

                                                                                                                                              	
                                                                                                                                                Outside
      Businesses

                                                                                                                                              	
                                                                                                                                                46

                                                                                                                                              
	 
      	
                                                                                                                                                Section
      9.6.

                                                                                                                                              	
                                                                                                                                                Compensation;
      Fee

                                                                                                                                              	
                                                                                                                                                46

                                                                                                                                              
	 
      	 
      	 
      	 
      
	
                                                                                                                                                ARTICLE
      X.

                                                                                                                                              	 
      	
                                                                                                                                                TAX
      AND ACCOUNTING

                                                                                                                                              	
                                                                                                                                                47

                                                                                                                                              
	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                                                Section
      10.1.

                                                                                                                                              	
                                                                                                                                                Fiscal
      Year

                                                                                                                                              	
                                                                                                                                                47

                                                                                                                                              
	 
      	
                                                                                                                                                Section
      10.2.

                                                                                                                                              	
                                                                                                                                                Certain
      Accounting Matters.

                                                                                                                                              	
                                                                                                                                                47

                                                                                                                                              
	 
      	
                                                                                                                                                Section
      10.3.

                                                                                                                                              	
                                                                                                                                                Banking

                                                                                                                                              	
                                                                                                                                                47

                                                                                                                                              
	 
      	
                                                                                                                                                Section
      10.4.

                                                                                                                                              	
                                                                                                                                                Withholding

                                                                                                                                              	
                                                                                                                                                48

                                                                                                                                              
	 
      	
                                                                                                                                                Section
      10.5.

                                                                                                                                              	
                                                                                                                                                Intention
      of the Parties

                                                                                                                                              	
                                                                                                                                                48

                                                                                                                                              
	 
      	 
      	 
      	 
      
	
                                                                                                                                                ARTICLE
      XI.

                                                                                                                                              	 
      	
                                                                                                                                                AMENDMENTS
      AND MEETINGS

                                                                                                                                              	
                                                                                                                                                48

                                                                                                                                              
	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                                                Section
      11.1.

                                                                                                                                              	
                                                                                                                                                Amendments

                                                                                                                                              	
                                                                                                                                                48

                                                                                                                                              
	 
      	
                                                                                                                                                Section
      11.2.

                                                                                                                                              	
                                                                                                                                                Meetings
      of the Holders of the Securities; Action by Written
Consent

                                                                                                                                              	
                                                                                                                                                50

                                                                                                                                              


                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    	
                            ARTICLE
      XII.

                          	 
      	
                            REPRESENTATIONS
      OF INSTITUTIONAL TRUSTEE AND THE DELAWARE TRUSTEE

                          	
                            51

                          
	 
      	 
      	 
      	 
      
	 
      	
                            Section
      12.1.

                          	
                            Representations
      and Warranties of Institutional Trustee

                          	
                            51

                          
	 
      	
                            Section
      12.2.

                          	
                            Representations
      of the Delaware Trustee

                          	
                            52

                          
	 
      	 
      	 
      	 
      
	
                            ARTICLE
      XIII.

                          	 
      	
                            MISCELLANEOUS

                          	
                            52

                          
	 
      	 
      	 
      	 
      
	 
      	
                            Section
      13.1.

                          	
                            Notices

                          	
                            52

                          
	 
      	
                            Section
      13.2.

                          	
                            Governing
      Law

                          	
                            54

                          
	 
      	
                            Section
      13.3.

                          	
                            Intention
      of the Parties

                          	
                            54

                          
	 
      	
                            Section
      13.4.

                          	
                            Headings

                          	
                            54

                          
	 
      	
                            Section
      13.5.

                          	
                            Successors
      and Assigns

                          	
                            54

                          
	 
      	
                            Section
      13.6.

                          	
                            Partial
      Enforceability

                          	
                            54

                          
	 
      	
                            Section
      13.7.

                          	
                            Information

                          	
                            54

                          
	 
      	
                            Section
      13.8.

                          	
                            Counterparts

                          	
                            55

                          


                  

                

              

            

          

        

      

       

      
        
          	
                  Annex
      I

                	
                  Terms
      of Securities

                
	
                  Exhibit
      A-1

                	
                  Form
      of Capital Security Certificate

                
	
                  Exhibit
      A-2

                	
                  Form
      of Common Security Certificate

                
	
                  Exhibit
      B-1

                	
                  Form
      of Transferor Certificate to be Executed by QIBs

                
	
                  Exhibit
      B-2

                	
                  Form
      of Transferor Certificate to be Executed by Transferees Other than
      QIBs

                
	
                  Exhibit
      C

                	
                  Specimen
      of Initial Debenture

                
	
                  Exhibit
      D

                	
                  Purchase
      Agreement

                


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      AMENDED
AND RESTATED DECLARATION OF TRUST

       

      OF

       

      MAIDEN
CAPITAL FINANCING TRUST

       

      January
20, 2009

       

      AMENDED
AND RESTATED DECLARATION OF TRUST (“Declaration”) dated
and effective as of January 20, 2009, by the Trustees (as defined herein), the
Administrators (as defined herein), the Sponsor (as defined herein) and the
holders, from time to time, of undivided beneficial interests in the Trust (as
defined herein) to be issued pursuant to this Declaration;

       

      WHEREAS,
the Trustees, the Administrators and the Sponsor established
Maiden  Capital Financing Trust (the “Trust”), a statutory
trust under the Statutory Trust Act (as defined herein) pursuant to this
Declaration of Trust dated as of January 13, 2009 (the “Original
Declaration”), and a Certificate of Trust filed with the Secretary of the
State of Delaware on January 13, 2009 (the “Certificate of
Trust”), for the sole purpose of issuing and selling the Securities (as
defined herein) representing undivided beneficial interests in the assets of the
Trust, investing the proceeds thereof in the Debentures (as defined herein) of
the Debenture Issuer (as defined herein) and engaging in those activities
necessary, advisable or incidental thereto;

       

      WHEREAS,
as of the date hereof, no interests in the Trust have been issued;
and

       

      WHEREAS,
the Trustees, the Administrators and the Sponsor, by this Declaration, amend and
restate each and every term and provision of the Original
Declaration;

       

      NOW,
THEREFORE, it being the intention of the parties hereto to continue the Trust as
a statutory trust under the Statutory Trust Act and that this Declaration
constitutes the governing instrument of such statutory trust, the Trustees
declare that all assets contributed to the Trust will be held in trust for the
benefit of the holders, from time to time, of the Securities, subject to the
provisions of this Declaration, and, in consideration of the mutual covenants
contained herein and other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties, intending to be legally bound hereby, amend
and restate in its entirety the Original Declaration and agree as
follows:

       

      ARTICLE
I.

       

      INTERPRETATION
AND DEFINITIONS

       

      Section 1.1.   
Definitions.  Unless
the context otherwise requires:

       

      (a)           capitalized
terms used in this Declaration but not defined in the preamble above have the
respective meanings assigned to them in this Section
1.1;

       

      (b)           a
term defined anywhere in this Declaration has the same meaning
throughout;

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      (c)           all
references to “the Declaration” or “this Declaration” are to this Declaration
and each Annex and Exhibit hereto, as modified, supplemented or amended from
time to time;

       

      (d)           all
references in this Declaration to Articles and Sections and Annexes and Exhibits
are to Articles and Sections of and Annexes and Exhibits to this Declaration
unless otherwise specified; and

       

      (e)           a
reference to the singular includes the plural and vice versa.

       

      “Additional Interest”
has the meaning set forth in the Indenture.

       

      “Additional Sums” has
the meaning set forth in the Indenture.

       

      “Administrative
Action” has the meaning set forth in paragraph 4(a) of
Annex I.

       

      “Administrators” means
each of Arturo M. Raschbaum, John M. Marshaleck and Karen L. Schmitt, solely in
such Person’s capacity as Administrator of the Trust created and continued
hereunder and not in such Person’s individual capacity, or such Administrator’s
successor in interest in such capacity, or any successor appointed as herein
provided.

       

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

       

      “Applicable Depositary
Procedures” means, with respect to any transfer or transaction involving
a Book-Entry Capital Security, the rules and procedures of the Depository for
such Book-Entry Capital Security, in each case to the extent applicable to such
transaction and as in effect from time to time.

       

      “Authorized Officer”
of a Person means any Person that is authorized to bind such
Person.

       

      “Bankruptcy Event”
means, with respect to any Person:

       

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

       

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

       

      
        
          
          

        

        
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      “Book-Entry Capital
Security” means a Capital Security, the ownership and transfers of which
shall be made through book entries by a Depositary.

       

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

       

      “Capital Securities”
has the meaning set forth in paragraph 1(a) of Annex I.

       

      “Capital Security
Certificate” means a definitive Certificate in fully registered form
representing a Capital Security substantially in the form of
Exhibit A-1.

       

      “Certificate” means
any certificate evidencing Securities.

       

      “Closing Date” has the
meaning set forth in the Purchase Agreement.

       

      “Code” means the
Internal Revenue Code of 1986, as amended from time to time, or any successor
legislation.

       

      “Common Securities”
has the meaning set forth in paragraph 1(b) of Annex I.

       

      “Common Security
Certificate” means a definitive Certificate in fully registered form
representing a Common Security substantially in the form of
Exhibit A-2.

       

      “Company Indemnified
Person” means (a) any Administrator; (b) any Affiliate of any
Administrator; (c) any officers, directors, shareholders, members,
partners, employees, representatives or agents of any Administrator; or
(d) any officer, employee or agent of the Trust or its
Affiliates.

       

      “Corporate Trust
Office” means the office of the Institutional Trustee at which the
corporate trust business of the Institutional Trustee shall, at any particular
time, be principally administered, which office at the date of execution of this
Declaration is located at 1100 North Market Street, Wilmington, Delaware
19890-1600, Attn: Corporate Trust Administration.

       

      “Covered Person”
means:  (a) any Administrator, officer, director, shareholder,
partner, member, representative, employee or agent of (i) the Trust or
(ii) any of the Trust’s Affiliates; and (b) any Holder of
Securities.

       

      “Creditor” has the
meaning set forth in Section 3.3.

       

      “Debenture Issuer”
means Maiden Holdings North America, Ltd., a Delaware corporation, in its
capacity as issuer of the Debentures under the Indenture.

       

      “Debenture Trustee”
means Wilmington Trust Company, as trustee under the Indenture until a successor
is appointed thereunder, and thereafter means such successor
trustee.

       

      “Debentures” means the
Fixed Rate Subordinated Deferrable Interest Debentures due January 15, 2039 to
be issued by the Debenture Issuer under the Indenture.

       

      
        
          
          

        

        
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      “Defaulted Interest”
has the meaning set forth in the Indenture.

       

      “Definitive Capital
Securities Certificates” means Capital Securities issued in certificated,
fully registered form that are not Global Capital Securities.

       

      “Delaware Trustee” has
the meaning set forth in Section 4.2.

       

      “Depositary” means an
organization registered as a clearing agency under the Exchange Act that is
designated as Depositary by the Sponsor or any successor thereto.  DTC
will be the initial Depositary.

       

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

       

      “Direct Action” has
the meaning set forth in Section 2.8(d).

       

      “Distribution” means a
distribution payable to Holders of Securities in accordance with Section
5.1.

       

      “Distribution Payment
Date” has the meaning set forth in paragraph 2(b)
of Annex I.

       

      “Distribution Period”
means (i) with respect to the first Distribution Payment Date, the period
beginning on (and including) the date of original issuance and ending on (but
excluding) the Distribution Payment Date in April 2009 and (ii) thereafter, with
respect to each Distribution Payment Date, the period beginning on (and
including) the preceding Distribution Payment Date and ending on (but excluding)
such current Distribution Payment Date.

       

      “Distribution Rate”
has the meaning set forth in paragraph 2(a) of Annex I.

       

      “DTC” means The
Depository Trust Company or any successor thereto.

       

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

       

      (a)           the
occurrence of an Indenture Event of Default; or

       

      (b)           default
by the Trust in the payment of any Optional Redemption Price of any Security
when it becomes due and payable; or

       

      (c)           default
in the performance, or breach, in any material respect, of any covenant or
warranty of the Institutional Trustee in this Declaration (other than those
specified in clause (a) or (b) above) and continuation of such default or
breach for a period of 60 days after there has been given, by registered or
certified mail to the Institutional Trustee and to the Sponsor by the Holders of
at least 25% in aggregate liquidation amount of the outstanding Capital
Securities, a written notice specifying such default or breach and requiring it
to be remedied and stating that such notice is a “Notice of Default” hereunder;
or

       

      
        
          
          

        

        
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      (d)           the
occurrence of a Bankruptcy Event with respect to the Institutional Trustee if a
successor Institutional Trustee has not been appointed within 90 days
thereof.

       

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

       

      “Extension Period” has
the meaning set forth in paragraph 2(b)
of Annex I.

       

      “Fiduciary Indemnified
Person” shall mean each of the Institutional Trustee (including in its
individual capacity), the Delaware Trustee (including in its individual
capacity), any Affiliate of the Institutional Trustee or Delaware Trustee and
any officers, directors, shareholders, members, partners, employees,
representatives, custodians, nominees or agents of the Institutional Trustee or
Delaware Trustee.

       

      “Fiscal Year” has the
meaning set forth in Section
10.1.

       

      “Global Capital
Security” means a Capital Securities Certificate evidencing ownership of
Book-Entry Capital Securities.

       

      “Guarantee” means the
guarantee agreement, dated as of January 20, 2009, of the Sponsor in respect of
the Capital Securities.

       

      “Holder” means a
Person in whose name a Certificate representing a Security is registered, such
Person being a beneficial owner within the meaning of the Statutory Trust
Act.

       

      “Indemnified Person”
means a Company Indemnified Person or a Fiduciary Indemnified
Person.

       

      “Indenture” means the
Indenture dated as of January 20, 2009, between the Debenture Issuer and the
Debenture Trustee, and any indenture supplemental thereto pursuant to which the
Debentures are to be issued, as such Indenture and any supplemental indenture
may be amended, supplemented or otherwise modified from time to
time.

       

      “Indenture Event of
Default” means an “Event of Default” as defined in the
Indenture.

       

      “Institutional
Trustee” means the Trustee meeting the eligibility requirements set forth
in Section
4.3

       

      “Interest” means any
interest due on the Debentures including any Additional Interest and Defaulted
Interest.

       

      “Investment Company”
means an investment company as defined in the Investment Company
Act.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      “Investment Company
Act” means the Investment Company Act of 1940, as amended from time to
time, or any successor legislation.

       

      “Investment Company
Event” has the meaning set forth in paragraph 4(a) of
Annex I.

       

      “Liquidation” has the
meaning set forth in paragraph 3 of Annex I.

       

      “Liquidation
Distribution” has the meaning set forth in paragraph 3 of
Annex I.

       

      “Majority in liquidation
amount of the Securities” means Holder(s) of outstanding Securities
voting together as a single class or, as the context may require, Holders of
outstanding Capital Securities or Holders of outstanding Common Securities
voting separately as a class, who are the record owners of more than 50% of the
aggregate liquidation amount (including the stated amount that would be paid on
redemption, liquidation or otherwise, plus accrued and unpaid Distributions to
the date upon which the voting percentages are determined) of all outstanding
Securities of the relevant class.

       

      “Maturity Date” has
the meaning set forth in paragraph 2(a) of Annex I.

       

      “Officers’
Certificates” means, with respect to any Person, a certificate signed by
two Authorized Officers of such Person, and, with respect to the Administrators,
a certificate signed by at least two Administrators.  Any Officers’
Certificate delivered with respect to compliance with a condition or covenant
providing for it in this Declaration shall include:

       

      (a)           a
statement that each individual signing the Officers’ Certificate has read the
covenant or condition and the definitions relating thereto;

       

      (b)           a
brief statement of the nature and scope of the examination or investigation
undertaken by each individual in rendering the Officers’
Certificate;

       

      (c)           a
statement that each such individual signing the Officers’ Certificate has made
such examination or investigation as, in such individual’s opinion, 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 each such officer, such condition or
covenant has been complied with.

       

      “Optional Redemption
Date” has the meaning set forth in paragraph 4(a) of
Annex I.

       

      “Optional Redemption
Price” has the meaning set forth in paragraph 4(a)
of Annex I.

       

      “Owner” means each
Person who is the beneficial owner of Book-Entry Capital Securities as reflected
in the records of the Depositary or, if a Depositary Participant is not the
beneficial owner, then the beneficial owner as reflected in the records of the
Depositary Participant.

       

      “Parent” means Maiden
Holdings, Ltd., a company organized under the laws of Bermuda.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      “Parent Guarantee”
means the guarantee agreement, dated as of January 20, 2009, of the Parent of
the obligations of the Sponsor in respect of the Capital Securities and the
Debentures.

       

      “Paying Agent” has the
meaning set forth in Section
6.2.

       

      “Person” means a legal
person, including any individual, corporation, estate, partnership, joint
venture, association, joint stock company, limited liability company, trust,
unincorporated association, or government or any agency or political subdivision
thereof, or any other entity of whatever nature.

       

      
        “Property Account” has
the meaning set forth in Section 2.8(c).

         

      

      “Pro Rata” has the
meaning set forth in paragraph 8 of Annex I.

       

      “Purchase Agreement”
means the Purchase Agreement relating to the offering and sale of Capital
Securities in the form of Exhibit D.

       

      “QIB” means a
“qualified institutional buyer” as defined in Rule 144A under the Securities
Act.

       

      “Quorum” means a
majority of the Administrators or, if there are only two Administrators, both of
them.

       

      “Redemption/Distribution
Notice” has the meaning set forth in paragraph 4(e) of
Annex I.

       

      
        “Registrar” has the
meaning set forth in Section 6.2.

      

       

      “Relevant Trustee” has
the meaning set forth in Section 4.7(a).

       

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

       

      “Restricted Securities
Legend” has the meaning set forth in Section 8.2(b).

       

      “Rule 3a-5” means
Rule 3a-5 under the Investment Company Act.

       

      “Rule 3a-7” means
Rule 3a-7 under the Investment Company Act.

       

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

       

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

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        “Special Event” has
the meaning set forth in paragraph 4(a) of Annex I.

         

        “Special Redemption
Date” has the meaning set forth in paragraph 4(a) of
Annex I.

         

        “Special Redemption
Price” has the meaning set forth in paragraph 4(a) of
Annex I.

      

       

      “Sponsor” means Maiden
Holdings North America, Ltd., a Delaware corporation, or any successor entity in
a merger, consolidation or amalgamation, in its capacity as sponsor of the
Trust.

       

      “Statutory Trust Act”
means Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. §§ 3801, et seq. as may be amended
from time to time.

       

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

       

      “Successor Entity” has
the meaning set forth in Section 2.15(b).

       

      “Successor Delaware
Trustee” has the meaning set forth in Section 4.7(e).

       

      “Successor Institutional
Trustee” has the meaning set forth in Section 4.7(a).

       

      “Successor Securities”
has the meaning set forth in Section 2.15(b).

       

      
        “Super Majority” has
the meaning set forth in paragraph 5(b) of Annex I.

         

        “Tax Event” has the
meaning set forth in paragraph 4(a) of Annex I.

      

       

      “10% in liquidation amount of
the Securities” means Holder(s) of outstanding Securities voting together
as a single class or, as the context may require, Holders of outstanding Capital
Securities or Holders of outstanding Common Securities voting separately as a
class, who are the record owners of 10% or more of the aggregate liquidation
amount (including the stated amount that would be paid on redemption,
liquidation or otherwise, plus accrued and unpaid Distributions to the date upon
which the voting percentages are determined) of all outstanding Securities of
the relevant class.

       

      
        “Transfer Agent” has
the meaning set forth in Section 6.2.

      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      “Treasury Regulations”
means the income tax regulations, including temporary and proposed regulations,
promulgated under the Code by the United States Treasury, as such regulations
may be amended from time to time (including corresponding provisions of
succeeding regulations).

       

      "Trust Preferred
Securities" means any preferred securities issued by an entity affiliated
with the Sponsor that is, directly or indirectly, a finance subsidiary (as such
term is defined in Rule 3a-5 under the Investment Company Act of 1940) or other
financing vehicle of the Sponsor or any Subsidiary of the Sponsor.

       

      “Trust Property” means
(a) the Debentures, (b) any cash on deposit in, or owing to, the
Property Account, and (c) all proceeds and rights in respect of the
foregoing and any other property and assets for the time being held or deemed to
be held by the Institutional Trustee pursuant to the trusts of this
Declaration.

       

      “Trustee or “Trustees”
means each Person who has signed this Declaration as a trustee, so long as such
Person shall continue in office in accordance with the terms hereof, and all
other Persons who may from time to time be duly appointed, qualified and serving
as Trustees in accordance with the provisions hereof, and references herein to a
Trustee or the Trustees shall refer to such Person or Persons solely in their
capacity as trustees hereunder.

       

      “U.S. Person” means a
United States Person as defined in Section 7701(a)(30) of the Code.

       

      ARTICLE
II.


       

      ORGANIZATION

       

      Section 2.1.     Name.  The
Trust is named “Maiden Capital Financing Trust,” as such name may be modified
from time to time by the Administrators following written notice to the
Institutional Trustee and the Holders of the Securities.  The Trust’s
activities may be conducted under the name of the Trust or any other name deemed
advisable by the Administrators.

       

      Section 2.2.    Office.  The
address of the principal office of the Trust is c/o Wilmington Trust Company,
1100 North Market Street, Wilmington, Delaware 19890-1600.  On at
least 10 Business Days written notice to the Institutional Trustee and the
Holders of the Securities, the Administrators may designate another principal
office, which shall be in a state of the United States or in the District of
Columbia.

       

      Section 2.3.    Purpose.  The
exclusive purposes and functions of the Trust are (a) to issue and sell the
Securities representing undivided beneficial interests in the assets of the
Trust, (b) to invest the gross proceeds from such sale to acquire the
Debentures, (c) to facilitate direct investment in the assets of the Trust
through issuance of the Common Securities and the Capital Securities, and
(d) except as otherwise limited herein, to engage in only those other
activities necessary, advisable or incidental thereto.  The Trust
shall not borrow money, issue debt or reinvest proceeds derived from
investments, pledge any of its assets, or otherwise undertake (or permit to be
undertaken) any activity that would cause the Trust not to be classified for
United States federal income tax purposes as a grantor trust.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      Section 2.4.    Authority.  Except
as specifically provided in this Declaration, the Institutional Trustee shall
have exclusive and complete authority to carry out the purposes of the
Trust.  An action taken by a Trustee in accordance with its powers
shall constitute the act of and serve to bind the Trust.  In dealing
with the Trustees acting on behalf of the Trust, no Person shall be required to
inquire into the authority of the Trustees to bind the Trust.  Persons
dealing with the Trust are entitled to rely conclusively on the power and
authority of the Trustees as set forth in this Declaration.  The
Administrators shall have only those ministerial duties set forth herein with
respect to accomplishing the purposes of the Trust and are not intended to be
trustees or fiduciaries with respect to the Trust or the Holders.  The
Institutional Trustee shall have the right, but shall not be obligated except as
provided in Section
2.6, to perform those duties assigned to the Administrators.

       

      Section 2.5.    Title to
Property of the Trust.  Except as provided in Section
2.8 with respect to the Debentures and the Property Account or as
otherwise provided in this Declaration, legal title to all assets of the Trust
shall be vested in the Trust.  The Holders shall not have legal title
to any part of the assets of the Trust, but shall have an undivided beneficial
interest in the assets of the Trust.

       

      Section 2.6.    Powers
and Duties of the Trustees and the Administrators.

       

      (a)           The
Trustees and the Administrators shall conduct the affairs of the Trust in
accordance with the terms of this Declaration.  Subject to the
limitations set forth in paragraph (b) of this Section, and in accordance
with the following provisions (i) and (ii), the Trustees and the
Administrators shall have the authority to enter into all transactions and
agreements determined by the Institutional Trustee to be appropriate in
exercising the authority, express or implied, otherwise granted to the Trustees
or the Administrators, as the case may be, under this Declaration, and to
perform all acts in furtherance thereof, including without limitation, the
following:

       

      (i)           Each
Administrator shall have the power, duty and authority to act on behalf of the
Trust with respect to the following matters:

       

      (A)           the
issuance and sale of the Securities;

       

      (B)           to
cause the Trust to enter into, and to execute, deliver and perform on behalf of
the Trust, such agreements as may be necessary, advisable or incidental thereto
in connection with the purposes and function of the Trust, including agreements
with the Paying Agent;

       

      (C)           ensuring
compliance with the Securities Act and applicable securities or blue sky laws of
states and other jurisdictions;

       

      (D)           the
sending of notices (other than notices of default), and other information
regarding the Securities and the Debentures to the Holders in accordance with
this Declaration including notice of any notice received from the Debenture
Issuer of its election to defer payments of interest on the Debentures by
extending the interest payment period under the Indenture;

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      (E)           the
consent to the appointment of a Paying Agent, Transfer Agent and Registrar in
accordance with this Declaration, which consent shall not be unreasonably
withheld or delayed;

       

      (F)           execution
and delivery of the Securities in accordance with this Declaration;

       

      (G)           execution
and delivery of closing certificates pursuant to the Purchase Agreement and the
application for a taxpayer identification number;

       

      (H)           unless
otherwise determined by the Holders of a Majority in liquidation amount of the
Securities or as otherwise required by the Statutory Trust Act, to execute on
behalf of the Trust (either acting alone or together with any or all of the
Administrators) any documents that the Administrators have the power to execute
pursuant to this Declaration;

       

      (I)           the
taking of any action as the Sponsor or an Administrator may from time to time
determine is necessary, advisable or incidental to the foregoing to give effect
to the terms of this Declaration for the benefit of the Holders (without
consideration of the effect of any such action on any particular
Holder);

       

      (J)           to
establish a record date with respect to all actions to be taken hereunder that
require a record date be established, including Distributions, voting rights,
redemptions and exchanges, and to issue relevant notices to the Holders of
Capital Securities and Holders of Common Securities as to such actions and
applicable record dates;

       

      (K)           to
duly prepare and file all applicable tax returns and tax information reports
that are required to be filed with respect to the Trust on behalf of the
Trust.

       

      (L)           to
negotiate the terms of, and the execution and delivery of, the Purchase
Agreement providing for the sale of the Capital Securities;

       

      (M)           to
employ or otherwise engage employees, agents (who may be designated as officers
with titles), managers, contractors, advisors, attorneys and consultants and pay
reasonable compensation for such services;

       

      (N)           to
incur expenses that are necessary, advisable or incidental to carry out any of
the purposes of the Trust; and

       

      (O)           to
take all action that may be necessary or appropriate for the preservation and
the continuation of the Trust’s valid existence, rights, franchises and
privileges as a statutory trust under the laws of each jurisdiction (other than
the State of Delaware) in which such existence is necessary to protect the
limited liability of the Holders of the Capital Securities or to enable the
Trust to effect the purposes for which the Trust was created.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      (ii)           As
among the Trustees and the Administrators, the Institutional Trustee shall have
the power, duty and authority, and is hereby authorized, to act on behalf of the
Trust with respect to the following matters:

       

      (A)           the
establishment of the Property Account;

       

      (B)           the
receipt of the Debentures;

       

      (C)           the
collection of interest, principal and any other payments made in respect of the
Debentures in the Property Account;

       

      (D)           the
distribution through the Paying Agent of amounts owed to the Holders in respect
of the Securities;

       

      (E)           the
exercise of all of the rights, powers and privileges of a holder of the
Debentures;

       

      (F)           the
sending of notices of default and other information regarding the Securities and
the Debentures to the Holders in accordance with this Declaration;

       

      (G)           the
distribution of the Trust Property in accordance with the terms of this
Declaration;

       

      (H)           to
the extent provided in this Declaration, the winding up of the affairs of and
liquidation of the Trust and the preparation, execution and filing of the
certificate of cancellation with the Secretary of State of the State of
Delaware;

       

      (I)           after
any Event of Default (provided that such
Event of Default is not by or with respect to the Institutional Trustee) the
taking of any action incidental to the foregoing as the Institutional Trustee
may from time to time determine is necessary, advisable or incidental to the
foregoing to give effect to the terms of this Declaration and protect and
conserve the Trust Property for the benefit of the Holders (without
consideration of the effect of any such action on any particular Holder);
and

       

      (J)           to
take all action that may be necessary for the preservation and the continuation
of the Trust’s valid existence, rights, franchises and privileges as a statutory
trust under the laws of the State of Delaware.

       

      (iii)           The
Institutional Trustee shall have the power and authority to act on behalf of the
Trust with respect to any of the duties, liabilities, powers or the authority of
the Administrators set forth in Section 2.6(a)(i)(D), (E) and (F) herein
but shall not have a duty to do any such act unless specifically requested to do
so in writing by the Sponsor, and shall then be fully protected in acting
pursuant to such written request; and in the event of a conflict between the
action of the Administrators and the action of the Institutional Trustee, the
action of the Institutional Trustee shall prevail.

       

      
        
          
          

        

        
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      (b)           So
long as this Declaration remains in effect, the Trust (or the Trustees or
Administrators acting on behalf of the Trust) shall not undertake any business,
activities or transaction except as expressly provided herein or contemplated
hereby. In particular, neither the Trustees nor the Administrators may cause the
Trust to (i) acquire any investments or engage in any activities not
authorized by this Declaration, (ii) sell, assign, transfer, exchange,
mortgage, pledge, set-off or otherwise dispose of any of the Trust Property or
interests therein, including to Holders, except as expressly provided herein,
(iii) take any action that would reasonably be expected (A) to cause the
Trust to fail or cease to qualify as a “grantor trust” for United States federal
income tax purposes or (B) to require the trust to register as an Investment
Company under the Investment Company Act, (iv) incur any indebtedness for
borrowed money or issue any other debt, or (v) take or consent to any
action that would result in the placement of a lien on any of the Trust
Property.  The Institutional Trustee shall, at the sole cost and
expense of the Trust, defend all claims and demands of all Persons at any time
claiming any lien on any of the Trust Property adverse to the interest of the
Trust or the Holders in their capacity as Holders.

       

      (c)           In
connection with the issuance and sale of the Capital Securities, the Sponsor
shall have the right and responsibility to assist the Trust with respect to, or
effect on behalf of the Trust, the following (and any actions taken by the
Sponsor in furtherance of the following prior to the date of this Declaration
are hereby ratified and confirmed in all respects):

       

      (i)           the
taking of any action necessary to obtain an exemption from the Securities
Act;

       

      (ii)           the
determination of the jurisdictions in which to take appropriate action to
qualify or register for sale all or part of the Capital Securities and the
determination of any and all such acts, other than actions which must be taken
by or on behalf of the Trust, and the advice to the Administrators of actions
they must take on behalf of the Trust, and the preparation for execution and
filing of any documents to be executed and filed by the Trust or on behalf of
the Trust, as the Sponsor deems necessary or advisable in order to comply with
the applicable laws of any such States in connection with the sale of the
Capital Securities;

       

      (iii)           the
negotiation of the terms of, and the execution and delivery of, the Purchase
Agreement providing for the sale of the Capital Securities; and

       

      (iv)           the
taking of any other actions necessary or desirable to carry out any of the
foregoing activities.

       

      (d)           Notwithstanding
anything herein to the contrary, the Administrators and the Holders of a
Majority in liquidation amount of the Common Securities are authorized and
directed to conduct the affairs of the Trust and to operate the Trust so that
the Trust will not (i) be deemed to be an Investment Company required to be
registered under the Investment Company Act, and (ii) fail to be classified
as a “grantor trust” for United States federal income tax
purposes.  The Administrators and the Holders of a Majority in
liquidation amount of the Common Securities shall not take any action
inconsistent with the treatment of the Debentures as indebtedness of the
Debenture Issuer for United States federal income tax purposes.  In
this connection, the Administrators and the Holders of a Majority in liquidation
amount of the Common Securities are authorized to take any action, not
inconsistent with applicable laws, the Certificate of Trust or this Declaration,
as amended from time to time, that each of the Administrators and the Holders of
a Majority in liquidation amount of the Common Securities determines in their
discretion to be necessary or desirable for such purposes.

       

      
        
          
          

        

        
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      (e)           All
expenses incurred by the Administrators or the Trustees pursuant to this Section
2.6 shall be reimbursed by the Sponsor, and the Trustees and the
Administrators shall have no obligations with respect to such
expenses.

       

      (f)           The
assets of the Trust shall consist of the Trust Property.

       

      (g)           Legal
title to all Trust Property shall be vested at all times in the Institutional
Trustee (in its capacity as such) and shall be held and administered by the
Institutional Trustee and the Administrators for the benefit of the Trust in
accordance with this Declaration.

       

      (h)           If
the Institutional Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Declaration and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Institutional Trustee or to such Holder, then and in every such case the
Sponsor, the Institutional Trustee and the Holders shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Institutional Trustee and the Holders shall continue as though no such
proceeding had been instituted.

       

      Section 2.7.    Prohibition
of Actions by the Trust and the Institutional Trustee.

       

      (a)           The
Trust shall not, and the Institutional Trustee shall cause the Trust not to,
engage in any activity other than as required or authorized by this
Declaration.  In particular, the Trust shall not and the Institutional
Trustee shall cause the Trust not to:

       

      (i)           invest
any proceeds received by the Trust from holding the Debentures, but shall
distribute all such proceeds to Holders of the Securities pursuant to the terms
of this Declaration and of the Securities;

       

      (ii)           acquire
any assets other than as expressly provided herein;

       

      (iii)           possess
Trust Property for other than a Trust purpose;

       

      (iv)           make
any loans or incur any indebtedness other than loans represented by the
Debentures;

       

      (v)           possess
any power or otherwise act in such a way as to vary the Trust assets or the
terms of the Securities in any way whatsoever other than as expressly provided
herein;

       

      (vi)           issue
any securities or other evidences of beneficial ownership of, or beneficial
interest in, the Trust other than the Securities;

       

      
        
          
          

        

        
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      (vii)           carry
on any “trade or business” as that phrase is used in the Code; or

       

      (viii)          other
than as provided in this Declaration (including Annex I), (A) direct
the time, method and place of exercising any trust or power conferred upon the
Debenture Trustee with respect to the Debentures, (B) waive any past
default that is waivable under the Indenture, (C) exercise any right to
rescind or annul any declaration that the principal of all the Debentures shall
be due and payable, or (D) consent to any amendment, modification or
termination of the Indenture or the Debentures where such consent shall be
required unless the Trust shall have received a written opinion of counsel to
the effect that such modification will not cause the Trust to cease to be
classified as a “grantor trust” for United States federal income tax
purposes.

       

      Section 2.8.   
Powers
and Duties of the Institutional Trustee.

       

      (a)           The
legal title to the Debentures shall be owned by and held of record in the name
of the Institutional Trustee in trust for the benefit of the Trust and the
Holders of the Securities.  The right, title and interest of the
Institutional Trustee to the Debentures shall vest automatically in each Person
who may hereafter be appointed as Institutional Trustee in accordance with Section
4.7. Such vesting and cessation of title shall be effective whether or
not conveyancing documents with regard to the Debentures have been executed and
delivered.

       

      (b)           The
Institutional Trustee shall not transfer its right, title and interest in the
Debentures to the Administrators or to the Delaware Trustee.

       

      (c)           The
Institutional Trustee shall:

       

      (i)           establish
and maintain a segregated non-interest bearing trust account (the “Property Account”) in
the name of and under the exclusive control of the Institutional Trustee,
maintained in the Institutional Trustee’s trust department, on behalf of the
Holders of the Securities and, upon the receipt of payments of funds made in
respect of the Debentures held by the Institutional Trustee, deposit such funds
into the Property Account and make payments, or cause the Paying Agent to make
payments, to the Holders of the Capital Securities and Holders of the Common
Securities from the Property Account in accordance with Section
5.1. Funds in the Property Account shall be held uninvested until
disbursed in accordance with this Declaration;

       

      (ii)           engage
in such ministerial activities as shall be necessary or appropriate to effect
the redemption of the Capital Securities and the Common Securities to the extent
the Debentures are redeemed or mature; and

       

      (iii)           upon
written notice of distribution issued by the Administrators in accordance with
the terms of the Securities, engage in such ministerial activities as shall be
necessary or appropriate to effect the distribution of the Debentures to Holders
of Securities upon the occurrence of certain circumstances pursuant to the terms
of the Securities.

       

      
        
          
          

        

        
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      (d)           The
Institutional Trustee may bring or defend, pay, collect, compromise, arbitrate,
resort to legal action with respect to, or otherwise adjust claims or demands of
or against, the Trust that arise out of or in connection with an Event of
Default of which a Responsible Officer of the Institutional Trustee has actual
knowledge or arises out of the Institutional Trustee’s duties and obligations
under this Declaration; provided, however, that if an
Event of Default has occurred and is continuing and such event is attributable
to the failure of the Debenture Issuer to pay interest or premium, if any, on or
principal of the Debentures on the date such interest, premium, if any, or
principal is otherwise payable (or in the case of redemption, on the redemption
date), then a Holder of the Capital Securities may directly institute a
proceeding for enforcement of payment to such Holder of the principal of or
premium, if any, or interest on the Debentures having a principal amount equal
to the aggregate liquidation amount of the Capital Securities of such Holder (a
“Direct
Action”) on or after the respective due date specified in the
Debentures.  In connection with such Direct Action, the rights of the
Holders of the Common Securities will be subrogated to the rights of such Holder
of the Capital Securities to the extent of any payment made by the Debenture
Issuer to such Holder of the Capital Securities in such Direct Action; provided, however, that no
Holder of the Common Securities may exercise such right of subrogation so long
as an Event of Default with respect to the Capital Securities has occurred and
is continuing.

       

      (e)           The
Institutional Trustee shall continue to serve as a Trustee until
either:

       

      (i)           the
Trust has been completely liquidated and the proceeds of the liquidation
distributed to the Holders of the Securities pursuant to the terms of the
Securities and this Declaration; or

       

      (ii)           a
Successor Institutional Trustee has been appointed and has accepted that
appointment in accordance with Section
4.7.

       

      (f)           The
Institutional Trustee shall have the legal power to exercise all of the rights,
powers and privileges of a Holder of the Debentures under the Indenture and, if
an Event of Default occurs and is continuing, the Institutional Trustee may, for
the benefit of Holders of the Securities, enforce its rights as holder of the
Debentures subject to the rights of the Holders pursuant to this Declaration
(including Annex I) and the terms of the Securities.

       

      The
Institutional Trustee must exercise the powers set forth in this Section
2.8 in a manner that is consistent with the purposes and functions of the
Trust set out in Section
2.3, and the Institutional Trustee shall not take any action that is
inconsistent with the purposes and functions of the Trust set out in Section
2.3.

       

      Section 2.9.    Certain
Duties and Responsibilities of the Institutional Trustee and
Administrators.

       

      (a)           The
Institutional Trustee, before the occurrence of any Event of Default and after
the curing or waiving of all such Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this Declaration and no implied covenants shall be read into this Declaration
against the Institutional Trustee.  In case an Event of Default has
occurred (that has not been cured or waived pursuant to Section 6.10), the
Institutional Trustee shall exercise such of the rights and powers vested in it
by this Declaration, and use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of his or her own affairs.

       

      
        
          
          

        

        
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      (b)           The
duties and responsibilities of the Institutional Trustee and the Administrators
shall be as provided by this Declaration.  Notwithstanding the
foregoing, no provision of this Declaration shall require the Institutional
Trustee or Administrators to expend or risk their own funds or otherwise incur
any financial liability in the performance of any of their duties hereunder, or
in the exercise of any of their rights or powers if the Institutional Trustee or
such Administrator shall have reasonable grounds to believe that repayment of
such funds or adequate protection against such risk of liability is not
reasonably assured to Institutional Trustee or such
Administrator.  Whether or not therein expressly so provided, every
provision of this Declaration relating to the conduct or affecting the liability
of or affording protection to the Institutional Trustee or Administrators shall
be subject to the provisions of this Article.  Nothing in this
Declaration shall be construed to relieve an Administrator or the Institutional
Trustee from liability for the Institutional Trustee’s or such Administrator’s
own negligent act, Institutional Trustee’s or such Administrator’s own negligent
failure to act, or the Institutional Trustee’s or such Administrator’s own
willful misconduct.  To the extent that, at law or in equity, the
Institutional Trustee or an Administrator has duties and liabilities relating to
the Trust or to the Holders, the Institutional Trustee or such Administrator
shall not be liable to the Trust or to any Holder for the Institutional
Trustee’s or such Administrator’s good faith reliance on the provisions of this
Declaration.  The provisions of this Declaration, to the extent that
they restrict the duties and liabilities of the Administrators or the
Institutional Trustee otherwise existing at law or in equity, are agreed by the
Sponsor and the Holders to replace such other duties and liabilities of the
Administrators or the Institutional Trustee.

       

      (c)           All
payments made by the Institutional Trustee or a Paying Agent in respect of the
Securities shall be made only from the revenue and proceeds from the Trust
Property and only to the extent that there shall be sufficient revenue or
proceeds from the Trust Property to enable the Institutional Trustee or a Paying
Agent to make payments in accordance with the terms hereof.  Each
Holder, by its acceptance of a Security, agrees that it will look solely to the
revenue and proceeds from the Trust Property to the extent legally available for
distribution to it as herein provided and that the Trustees and the
Administrators are not personally liable to it for any amount distributable in
respect of any Security or for any other liability in respect of any
Security.  This Section 2.9(c) does not limit the liability of the
Trustees expressly set forth elsewhere in this Declaration.

       

      (d)           The
Institutional Trustee shall not be liable for its own acts or omissions
hereunder except as a result of its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:

       

      (i)           the
Institutional Trustee shall not be liable for any error of judgment made in good
faith by an Authorized Officer of the Institutional Trustee, unless it shall be
proved that the Institutional Trustee was negligent in ascertaining the
pertinent facts;

       

      
        
          
          

        

        
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      (ii)           the
Institutional Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
Holders of not less than a Majority in liquidation amount of the Capital
Securities or the Common Securities, as applicable, relating to the time, method
and place of conducting any proceeding for any remedy available to the
Institutional Trustee, or exercising any trust or power conferred upon the
Institutional Trustee under this Declaration;

       

      (iii)           the
Institutional Trustee’s sole duty with respect to the custody, safekeeping and
physical preservation of the Debentures and the Property Account shall be to
deal with such property in a similar manner as the Institutional Trustee deals
with similar property for its fiduciary accounts generally, subject to the
protections and limitations on liability afforded to the Institutional Trustee
under this Declaration;

       

      (iv)           the
Institutional Trustee shall not be liable for any interest on any money received
by it except as it may otherwise agree in writing with the Sponsor; and money
held by the Institutional Trustee need not be segregated from other funds held
by it except in relation to the Property Account maintained by the Institutional
Trustee pursuant to Section 2.8(c)(i) and except to the extent otherwise
required by law; and

       

      (v)           the
Institutional Trustee shall not be responsible for monitoring the compliance by
the Administrators or the Sponsor with their respective duties under this
Declaration, nor shall the Institutional Trustee be liable for any default or
misconduct of the Administrators or the Sponsor.

       

      Section 2.10.    Certain
Rights of Institutional Trustee.  Subject to the provisions of
Section
2.9:

       

      (a)           the
Institutional Trustee may conclusively rely and shall fully be protected in
acting, or refraining from acting, in good faith upon any resolution, opinion of
counsel, certificate, written representation of a Holder or transferee,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, appraisal, bond,
debenture, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed, sent or presented by the
proper party or parties;

       

      (b)           if
(i) in performing its duties under this Declaration, the Institutional
Trustee is required to decide between alternative courses of action,
(ii) in construing any of the provisions of this Declaration, the
Institutional Trustee finds the same ambiguous or inconsistent with any other
provisions contained herein, or (iii) the Institutional Trustee is unsure
of the application of any provision of this Declaration, then, except as to any
matter as to which the Holders of Capital Securities are entitled to vote under
the terms of this Declaration, the Institutional Trustee may deliver a notice to
the Sponsor requesting the Sponsor’s written instructions as to the course of
action to be taken and the Institutional Trustee shall take such action, or
refrain from taking such action, as the Institutional Trustee shall be
instructed in writing, in which event the Institutional Trustee shall have no
liability except for its own negligence or willful misconduct;

       

      
        
          
          

        

        
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      (c)           any
direction or act of the Sponsor or the Administrators contemplated by this
Declaration shall be sufficiently evidenced by an Officers’
Certificate;

       

      (d)           whenever
in the administration of this Declaration, the Institutional Trustee shall deem
it desirable that a matter be proved or established before undertaking,
suffering or omitting any action hereunder, the Institutional Trustee (unless
other evidence is herein specifically prescribed) may request and conclusively
rely upon an Officers’ Certificate as to factual matters which, upon receipt of
such request, shall be promptly delivered by the Sponsor or the
Administrators;

       

      (e)           the
Institutional Trustee shall have no duty to see to any recording, filing or
registration of any instrument (including any financing or continuation
statement or any filing under tax or securities laws) or any rerecording,
refiling or reregistration thereof;

       

      (f)           the
Institutional Trustee may consult with counsel of its selection (which counsel
may be counsel to the Sponsor or any of its Affiliates) and the advice of such
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 and in accordance with such advice; the Institutional Trustee
shall have the right at any time to seek instructions concerning the
administration of this Declaration from any court of competent
jurisdiction;

       

      (g)           the
Institutional Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Declaration at the request or direction of any of
the Holders pursuant to this Declaration, unless such Holders shall have offered
to the Institutional Trustee security or indemnity reasonably satisfactory to it
against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction; provided, that
nothing contained in this Section 2.10(g) shall be taken to relieve the
Institutional Trustee, subject to Section 2.9(b), upon the occurrence of an
Event of Default (that has not been cured or waived pursuant to Section 6.7), of
the power to exercise such of the rights and powers vested in it by this
Declaration, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs;

       

      (h)           the
Institutional Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond, debenture,
note or other evidence of indebtedness or other paper or document, unless
requested in writing to do so by one or more Holders, but the Institutional
Trustee may make such further inquiry or investigation into such facts or
matters as it may see fit;

       

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

       

      (j)           whenever
in the administration of this Declaration the Institutional Trustee shall deem
it desirable to receive instructions with respect to enforcing any remedy or
right or taking any other action hereunder the Institutional Trustee
(i) may request instructions from the Holders of the Capital Securities
which instructions may only be given by the Holders of the same proportion in
liquidation amount of the Capital Securities as would be entitled to direct the
Institutional Trustee under the terms of the Capital Securities in respect of
such remedy, right or action, (ii) may refrain from enforcing such remedy
or right or taking such other action until such instructions are received, and
(iii) shall be fully protected in acting in accordance with such
instructions;

       

      
        
          
          

        

        
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      (k)           except
as otherwise expressly provided in this Declaration, the Institutional Trustee
shall not be under any obligation to take any action that is discretionary under
the provisions of this Declaration;

       

      (l)           when
the Institutional Trustee incurs expenses or renders services in connection with
a Bankruptcy Event, such expenses (including the fees and expenses of its
counsel) and the compensation for such services are intended to constitute
expenses of administration under any bankruptcy law or law relating to creditors
rights generally;

       

      (m)           the
Institutional Trustee shall not be charged with knowledge of an Event of Default
unless a Responsible Officer of the Institutional Trustee obtains actual
knowledge of such event or the Institutional Trustee receives written notice of
such event from any Holder, the Sponsor or the Debenture Trustee;

       

      (n)           any
action taken by the Institutional Trustee or its agents hereunder shall bind the
Trust and the Holders of the Securities, and the signature of the Institutional
Trustee or its agents alone shall be sufficient and effective to perform any
such action and no third party shall be required to inquire as to the authority
of the Institutional Trustee to so act or as to its compliance with any of the
terms and provisions of this Declaration, both of which shall be conclusively
evidenced by the Institutional Trustee’s or its agent’s taking such action;
and

       

      (o)           no
provision of this Declaration shall be deemed to impose any duty or obligation
on the Institutional Trustee to perform any act or acts or exercise any right,
power, duty or obligation conferred or imposed on it, in any jurisdiction in
which it shall be illegal, or in which the Institutional Trustee shall be
unqualified or incompetent in accordance with applicable law, to perform any
such act or acts, or to exercise any such right, power, duty or
obligation.  No permissive power or authority available to the
Institutional Trustee shall be construed to be a duty.

       

      Section 2.11.    Delaware
Trustee.  Notwithstanding any other provision of this
Declaration other than Section 4.1, the Delaware Trustee shall not be entitled
to exercise any powers, nor shall the Delaware Trustee have any of the duties
and responsibilities of any of the Trustees or the Administrators described in
this Declaration (except as may be required under the Statutory Trust
Act).  Except as set forth in Section 4.1, the Delaware Trustee shall
be a Trustee for the sole and limited purpose of fulfilling the requirements of
§ 3807 of the Statutory Trust Act.

       

      Section 2.12.    Execution
of Documents.  Unless otherwise determined in writing by the
Institutional Trustee, and except as otherwise required by the Statutory Trust
Act, the Institutional Trustee, or any one or more of the Administrators, as the
case may be, is authorized to execute and deliver on behalf of the Trust any
documents, agreements, instruments or certificates that the Trustees or the
Administrators, as the case may be, have the power and authority to execute
pursuant to Section
2.6.

       

      
        
          
          

        

        
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      Section 2.13.    Not
Responsible for Recitals or Issuance of Securities.  The
recitals contained in this Declaration and the Securities shall be taken as the
statements of the Sponsor, and the Trustees do not assume any responsibility for
their correctness.  The Trustees make no representations as to the
value or condition of the property of the Trust or any part
thereof.  The Trustees make no representations as to the validity or
sufficiency of this Declaration, the Debentures or the Securities.

       

      Section 2.14.    Duration
of Trust.  The Trust, unless earlier dissolved pursuant to the
provisions of Article VII hereof, shall be in existence for 35 years from
the Closing Date.

       

      Section 2.15.    Mergers.

       

      (a)           The
Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or
convey, transfer or lease its properties and assets substantially as an entirety
to any corporation or other body, except as described in Sections 2.15(b) and
(c) and except in connection with the liquidation of the Trust and the
distribution of the Debentures to Holders of Securities pursuant to Section
7.1(a)(iv) of the Declaration or Section 3 of Annex I.

       

      (b)           The
Trust may, with the consent of the Institutional Trustee and without the consent
of the Holders of the Capital Securities, consolidate, amalgamate, merge with or
into, or be replaced by a trust organized as such under the laws of any state;
provided that:

       

      (i)           if
the Trust is not the surviving entity, such successor entity (the “Successor Entity”)
either:

       

      (A)           expressly
assumes all of the obligations of the Trust under the Securities;
or

       

      (B)           substitutes
for the Securities other securities having substantially the same terms as the
Securities (the “Successor
Securities”) so that the Successor Securities rank the same as the
Securities rank with respect to Distributions and payments upon Liquidation,
redemption and otherwise;

       

      (ii)           the
Sponsor expressly appoints a trustee of the Successor Entity that possesses
substantially the same powers and duties as the Institutional Trustee as the
Holder of the Debentures;

       

      (iii)           such
merger, consolidation, amalgamation or replacement does not adversely affect the
rights, preferences and privileges of the Holders of the Securities (including
any Successor Securities) in any material respect;

       

      (iv)           the
Institutional Trustee receives written confirmation from a nationally recognized
statistical rating organization that rates securities issued by the initial
purchaser of the Capital Securities that it will not reduce or withdraw the
rating of any such securities because of such merger, conversion, consolidation,
amalgamation or replacement;

       

      
        
          
          

        

        
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      (v)           such
Successor Entity has a purpose substantially identical to that of the
Trust;

       

      (vi)          prior
to such merger, consolidation, amalgamation or replacement, the Trust has
received an opinion of a nationally recognized independent counsel to the Trust
experienced in such matters to the effect that:

       

      (A)           such
merger, consolidation, amalgamation or replacement does not adversely affect the
rights, preferences and privileges of the Holders of the Securities (including
any Successor Securities) in any material respect;

       

      (B)           following
such merger, consolidation, amalgamation or replacement, neither the Trust nor
the Successor Entity will be required to register as an Investment Company;
and

       

      (C)           following
such merger, consolidation, amalgamation or replacement, the Trust (or the
Successor Entity) will continue to be classified as a “grantor trust” for United
States federal income tax purposes;

       

      (vii)         the
Sponsor guarantees the obligations of such Successor Entity under the Successor
Securities at least to the extent provided by the Guarantee;

       

      (viii)        the
Sponsor owns 100% of the common securities of any Successor Entity;
and

       

      (ix)           prior
to such merger, consolidation, amalgamation or replacement, the Institutional
Trustee shall have received an Officers’ Certificate of the Administrators and
an opinion of counsel, each to the effect that all conditions precedent under
this Section 2.15(b) to such transaction have been satisfied.

       

      (c)           Notwithstanding
Section 2.15(b), the Trust shall not, except with the consent of Holders of 100%
in aggregate liquidation amount of the Securities, consolidate, amalgamate,
merge with or into, or be replaced by any other entity or permit any other
entity to consolidate, amalgamate, merge with or into, or replace it if such
consolidation, amalgamation, merger or replacement would cause the Trust or
Successor Entity to be classified as other than a grantor trust for United
States federal income tax purposes.

       

      ARTICLE
III.

       

      SPONSOR

       

      Section 3.1.    Sponsor’s
Purchase of Common Securities.  On the Closing Date, the
Sponsor will purchase all of the Common Securities issued by the Trust in an
amount at least equal to 3% of the capital of the Trust, at the same time as the
Capital Securities are sold.

       

      
        
          
          

        

        
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      Section 3.2.    Responsibilities
of the Sponsor.  In connection with the issue and sale of the
Capital Securities, the Sponsor shall have the exclusive right and
responsibility to engage in, or direct the Administrators to engage in, the
following activities:

       

      (a)           to
determine the jurisdictions in which to take appropriate action to qualify or
register for sale all or part of the Capital Securities and to do any and all
such acts, other than actions which must be taken by the Trust, and advise the
Trust of actions it must take, and prepare for execution and filing any
documents to be executed and filed by the Trust, as the Sponsor deems necessary,
advisable or incidental thereto in order to comply with the applicable laws of
any such jurisdictions; and

       

      (b)           to
negotiate the terms of and/or execute and deliver on behalf of the Trust the
Purchase Agreement and other related agreements providing for the sale of the
Capital Securities.

       

      Section 3.3.    Reports.  In
the event that either (a) an Event of Default occurred and is continuing, or (b)
the Sponsor has elected to defer payments of interest on the Debentures by
extending the interest payment period under the Indenture, Sponsor shall provide
to the Trustee and the Trustee shall provide to the Holders of the Capital
Securities (i) all public filings with any governmental authority, (ii) all
private filings with any governmental authority, provided such governmental
authority does not object to sharing such private filings, (iii) all annual and
quarterly financial statements, including, but not limited to financial
statements prepared in accordance with GAAP and SAP, and (iv) any other
information reasonably requested by a Holder of Capital Securities.

       

      Section 3.4.    Expenses.  In
connection with the offering, sale and issuance of the Debentures to the Trust
and in connection with the sale of the Securities by the Trust, the Sponsor, in
its capacity as Debenture Issuer, shall:

       

      (a)           pay
all reasonable costs and expenses relating to the offering, sale and issuance of
the Debentures, including compensation of the Debenture Trustee under the
Indenture in accordance with the provisions of the Indenture;

       

      (b)           be
responsible for and shall pay all debts and obligations (other than with respect
to the Securities) and all costs and expenses of the Trust (including, but not
limited to, costs and expenses relating to the organization, maintenance and
dissolution of the Trust), the offering, sale and issuance of the Securities
(including fees to the placement agents in connection therewith), the fees and
expenses (including reasonable counsel fees and expenses) of the Institutional
Trustee and the Administrators, the costs and expenses relating to the operation
of the Trust, including, without limitation, costs and expenses of accountants,
attorneys, statistical or bookkeeping services, expenses for printing and
engraving and computing or accounting equipment, Paying Agents, Registrars,
Transfer Agents, duplicating, travel and telephone and other telecommunications
expenses and costs and expenses incurred in connection with the acquisition,
financing, and disposition of Trust assets and the enforcement by the
Institutional Trustee of the rights of the Holders; and

       

      
        
          
          

        

        
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      (c)           pay
any and all taxes (other than United States withholding taxes attributable to
the Trust or its assets) and all liabilities, costs and expenses with respect to
such taxes of the Trust.

       

      The
Sponsor’s obligations under this Section 3.3 shall be for the benefit of,
and shall be enforceable by, any Person to whom such debts, obligations, costs,
expenses and taxes are owed (a “Creditor”) whether or
not such Creditor has received notice hereof.  Any such Creditor may
enforce the Sponsor’s obligations under this Section 3.3 directly against
the Sponsor and the Sponsor irrevocably waives any right or remedy to require
that any such Creditor take any action against the Trust or any other Person
before proceeding against the Sponsor.  The Sponsor agrees to execute
such additional agreements as may be necessary or desirable in order to give
full effect to the provisions of this Section 3.3.

       

      Section 3.5.    Right to
Proceed.  The Sponsor acknowledges the rights of Holders to
institute a Direct Action as set forth in Section 2.8(d) hereto.

       

      ARTICLE
IV.


       

      INSTITUTIONAL
TRUSTEE AND ADMINISTRATORS

       

      Section 4.1.    Number of
Trustees.  The number of
Trustees shall initially be two, and;

       

      (a)           at
any time before the issuance of any Securities, the Sponsor may, by written
instrument, increase or decrease the number of Trustees; and

       

      (b)           after
the issuance of any Securities, the number of Trustees may be increased or
decreased by vote of the Holder of a Majority in liquidation amount of the
Common Securities voting as a class at a meeting of the Holder of the Common
Securities; provided, however, that there
shall be a Delaware Trustee if required by Section 4.2; and there shall always
be one Trustee who shall be the Institutional Trustee, and such Trustee may also
serve as Delaware Trustee if it meets the applicable requirements, in which case
Section 2.11 shall have no application to such entity in its capacity as
Institutional Trustee.

       

      Section 4.2.    Delaware
Trustee.  If required by
the Statutory Trust Act, one Trustee (the “Delaware Trustee”)
shall be:

       

      (a)             a
natural person who is a resident of the State of Delaware; or

       

      (b)             if
not a natural person, an entity which is organized under the laws of the United
States or any state thereof or the District of Columbia, has its principal place
of business in the State of Delaware, and otherwise meets the requirements of
applicable law, including § 3807 of the Statutory Trust Act.

       

      Section 4.3.    Institutional
Trustee; Eligibility.

       

      (a)           There
shall at all times be one Institutional Trustee which shall:

       

      (i)           not
be an Affiliate of the Sponsor;

       

      
        
          
          

        

        
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      (ii)           not
offer or provide credit or credit enhancement to the Trust; and

       

      (iii)           be
a banking corporation or national association organized and doing business under
the laws of the United States of America or any state thereof or the District of
Columbia and authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least fifty million U.S. dollars
($50,000,000.00), and subject to supervision or examination by Federal, state,
or District of Columbia authority.  If such corporation or national
association publishes reports of condition at least annually, pursuant to law or
to the requirements of the supervising or examining authority referred to above,
then for the purposes of this Section 4.3(a)(iii), the combined capital and
surplus of such corporation or national association shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published.

       

      (b)           If
at any time the Institutional Trustee shall cease to be eligible to so act under
Section 4.1(a), the Institutional Trustee shall immediately resign in the manner
and with the effect set forth in Section 4.3(a).

       

      (c)           If
the Institutional Trustee has or shall acquire any “conflicting interest” within
the meaning of Section 310(b) of the Trust Indenture Act of 1939, as amended,
the Institutional Trustee shall either eliminate such interest or resign, to the
extent and in the manner provided by, and subject to this
Declaration.

       

      (d)           The
initial Institutional Trustee shall be Wilmington Trust Company.

       

      Section 4.4.    Certain
Qualifications of the Delaware Trustee Generally.  The Delaware
Trustee shall be a U.S. Person and either a natural person who is at least 21
years of age or a legal entity that shall act through one or more Authorized
Officers.

       

      Section 4.5.    Administrators.  Each
Administrator shall be a U.S. Person, 21 years of age or older and authorized to
bind the Sponsor.  The initial Administrators shall be Arturo M.
Raschbaum, John M. Marshaleck and Karen L. Schmitt.  There shall at
all times be at least one Administrator.  Except where a requirement
for action by a specific number of Administrators is expressly set forth in this
Declaration and except with respect to any action the taking of which is the
subject of a meeting of the Administrators, any action required or permitted to
be taken by the Administrators may be taken by, and any power of the
Administrators may be exercised by, or with the consent of, any one such
Administrator.

       

      Section 4.6.    Initial
Delaware Trustee.  The initial Delaware Trustee shall be
Wilmington Trust Company.

       

      Section 4.7.    Appointment,
Removal and Resignation of Trustees and Administrators.

       

      (a)           Notwithstanding
anything to the contrary in this Declaration, no resignation or removal of any
Trustee (the “Relevant Trustee”) and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of this Section
4.7.

       

      
        
          
          

        

        
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      (b)           Subject
to the immediately preceding paragraph, a Trustee may resign at any time by
giving written notice thereof to the Holders of the Securities and by appointing
a successor Relevant Trustee.  Upon the resignation of the
Institutional Trustee, the Institutional Trustee shall appoint a successor by
requesting from at least three Persons meeting the eligibility requirements
their expenses and charges to serve as the successor Institutional Trustee on a
form provided by the Administrators, and selecting the Person who agrees to the
lowest expense and charges (the “Successor Institutional
Trustee”).  If the instrument of acceptance by the successor
Relevant Trustee required by this Section
4.7 shall not have been delivered to the Relevant Trustee within
60 days after the giving of such notice of resignation or delivery of the
instrument of removal, the Relevant Trustee may petition, at the expense of the
Trust, any Federal, state or District of Columbia court of competent
jurisdiction for the appointment of a successor Relevant
Trustee.  Such court may thereupon, after prescribing such notice, if
any, as it may deem proper, appoint a Relevant Trustee.  The
Institutional Trustee shall have no liability for the selection of such
successor pursuant to this Section
4.7.

       

      (c)           Unless
an Event of Default shall have occurred and be continuing, any Trustee may be
removed at any time by an act of the Holders of a Majority in liquidation amount
of the Common Securities. If any Trustee shall be so removed, the Holders of the
Common Securities, by act of the Holders of a Majority in liquidation amount of
the Common Securities delivered to the Relevant Trustee, shall promptly appoint
a successor Relevant Trustee, and such Successor Institutional Trustee shall
comply with the applicable requirements of this Section 4.7. If an Event of
Default shall have occurred and be continuing, the Institutional Trustee or the
Delaware Trustee, or both of them, may be removed by the act of the Holders of a
Majority in liquidation amount of the Capital Securities, delivered to the
Relevant Trustee (in its individual capacity and on behalf of the
Trust).  If any Trustee shall be so removed, the Holders of Capital
Securities, by act of the Holders of a Majority in liquidation amount of the
Capital Securities then outstanding delivered to the Relevant Trustee, shall
promptly appoint a successor Relevant Trustee or Trustees, and such successor
Trustee shall comply with the applicable requirements of this Section
4.7. If no successor Relevant Trustee shall have been so appointed by the
Holders of a Majority in liquidation amount of the Capital Securities and
accepted appointment in the manner required by this Section
4.7, within 30 days after delivery of an instrument of removal, the
Relevant Trustee or any Holder who has been a Holder of the Securities for at
least 6 months may, on behalf of himself and all others similarly situated,
petition any Federal, state or District of Columbia court of competent
jurisdiction for the appointment of the a successor Relevant
Trustee.  Such court may thereupon, after prescribing such notice, if
any, as it may deem proper, appoint a successor Relevant Trustee or
Trustees.

       

      (d)           The
Institutional Trustee shall give notice of each resignation and each removal of
a Trustee and each appointment of a successor Trustee to all Holders in the
manner provided in Section 13.1(d) and shall give notice to the
Sponsor.  Each notice shall include the name of the successor Relevant
Trustee and the address of its Corporate Trust Office if it is the Institutional
Trustee.

       

      (e)           Notwithstanding
the foregoing or any other provision of this Declaration, in the event a
Delaware Trustee who is a natural person dies or is adjudged by a court to have
become incompetent or incapacitated, the vacancy created by such death,
incompetence or incapacity may be filled by the Institutional Trustee following
the procedures in this Section 4.7 (with the successor being a Person who
satisfies the eligibility requirement for a Delaware Trustee set forth in this
Declaration) (the “Successor Delaware
Trustee”).


      
        
           


        

        
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     (f)           In
case of the appointment hereunder of a successor Relevant Trustee, the retiring
Relevant Trustee and each successor Relevant Trustee with respect to the
Securities shall execute and deliver an amendment hereto wherein each successor
Relevant Trustee shall accept such appointment and which (i) shall contain
such provisions as shall be necessary or desirable to transfer and confirm to,
and to vest in, each successor Relevant Trustee all the rights, powers, trusts
and duties of the retiring Relevant Trustee with respect to the Securities and
the Trust and (ii) shall add to or change any of the provisions of this
Declaration as shall be necessary to provide for or facilitate the
administration of the Trust by more than one Relevant Trustee, it being
understood that nothing herein or in such amendment shall constitute such
Institutional Trustees co-trustees and upon the execution and delivery of such
amendment the resignation or removal of the retiring Relevant Trustee shall
become effective to the extent provided therein and each such successor Relevant
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Relevant Trustee; but,
on request of the Trust or any successor Relevant Trustee, such retiring
Relevant Trustee shall duly assign, transfer and deliver to such successor
Relevant Trustee all Trust Property, all proceeds thereof and money held by such
retiring Relevant Trustee hereunder with respect to the Securities and the Trust
subject to the payment of all unpaid fees, expenses and indemnities of such
retiring Relevant Trustee.

     

    (g)           No
Institutional Trustee or Delaware Trustee shall be liable for the acts or
omissions to act of any Successor Institutional Trustee or Successor Delaware
Trustee, as the case may be.

     

    (h)           The
Holders of the Capital Securities will have no right to vote to appoint, remove
or replace the Administrators, which voting rights are vested exclusively in the
Holder of the Common Securities.

     

    (i)           
Any successor Delaware Trustee shall file an amendment to the Certificate of
Trust with the Secretary of State of the State of Delaware identifying the name
and principal place of business of such Delaware Trustee in the State of
Delaware.

     

    Section 4.8.   
Vacancies
Among Trustees.  If a Trustee ceases to hold office for any
reason and the number of Trustees is not reduced pursuant to Section 4.1 a
vacancy shall occur.  A resolution certifying the existence of such
vacancy by the Trustees or, if there are more than two, a majority of the
Trustees, shall be conclusive evidence of the existence of such
vacancy.  The vacancy shall be filled with a Trustee appointed in
accordance with Section 4.7.

     

    Section
4.9.    Effect of
Vacancies.  The death, resignation, retirement, removal,
bankruptcy, dissolution, liquidation, incompetence or incapacity to perform the
duties of a Trustee shall not operate to dissolve, terminate or annul the Trust
or terminate this Declaration.  Whenever a vacancy in the number of
Trustees shall occur, until such vacancy is filled by the appointment of a
Trustee in accordance with Section 4.7, the Institutional Trustee shall have all
the powers granted to the Trustees and shall discharge all the duties imposed
upon the Trustees by this Declaration.


    
      
         


      

      
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    Section
4.10.    Meetings
of the Trustees and the Administrators.  Meetings of the
Administrators shall be held from time to time upon the call of an
Administrator.  Regular meetings of the Administrators may be held in
person in the United States or by telephone, at a place (if applicable) and time
fixed by resolution of the Administrators.  Notice of any in-person
meetings of the Trustees with the Administrators or meetings of the
Administrators shall be hand delivered or otherwise delivered in writing
(including by facsimile, with a hard copy by overnight courier) not less than
48 hours before such meeting.  Notice of any telephonic meetings
of the Trustees with the Administrators or meetings of the Administrators or any
committee thereof shall be hand delivered or otherwise delivered in writing
(including by facsimile, with a hard copy by overnight courier) not less than
24 hours before a meeting.  Notices shall contain a brief
statement of the time, place and anticipated purposes of the
meeting.  The presence (whether in person or by telephone) of a
Trustee or an Administrator, as the case may be, at a meeting shall constitute a
waiver of notice of such meeting except where the Trustee or an Administrator,
as the case may be, attends a meeting for the express purpose of objecting to
the transaction of any activity on the grounds that the meeting has not been
lawfully called or convened.  Unless provided otherwise in this
Declaration, any action of the Trustees or the Administrators, as the case may
be, may be taken at a meeting by vote of a majority of the Trustees or the
Administrators present (whether in person or by telephone) and eligible to vote
with respect to such matter, provided that a Quorum is present, or without a
meeting by the unanimous written consent of the Trustees or the
Administrators.  Meetings of the Trustees and the Administrators
together shall be held from time to time upon the call of any Trustee or an
Administrator.

     

    Section
4.11.    Delegation
of Power.

     

    (a)           Any
Administrator may, by power of attorney consistent with applicable law, delegate
to any other natural person over the age of 21 that is a U.S. Person his or her
power for the purpose of executing any documents contemplated in Section 2.6;
and

     

    (b)           the
Administrators shall have power to delegate from time to time to such of their
number the doing of such things and the execution of such instruments either in
the name of the Trust or the names of the Administrators or otherwise as the
Administrators may deem expedient, to the extent such delegation is not
prohibited by applicable law or contrary to the provisions of the Trust, as set
forth herein.

     

    Section
4.12.    Conversion,
Consolidation or Succession to Business.  Any Person into which
the Institutional Trustee or the Delaware Trustee 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 Institutional Trustee or the Delaware
Trustee shall be a party, or any Person succeeding to all or substantially all
the corporate trust business of the Institutional Trustee or the Delaware
Trustee shall be the successor of the Institutional Trustee or the Delaware
Trustee hereunder, provided such Person shall be otherwise qualified and
eligible under this Article and, provided, further, that such
Person shall file an amendment to the Certificate of Trust with the Secretary of
State of the State of Delaware as contemplated in Section
4.7(i).


    
      
         


      

      
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    ARTICLE
V.

     

    DISTRIBUTIONS

     

    Section
5.1.    Distributions.  Holders
shall receive Distributions in accordance with the applicable terms of the
relevant Holder’s Securities. Distributions shall be made on the Capital
Securities and the Common Securities in accordance with the preferences set
forth in their respective terms.  If and to the extent that the
Debenture Issuer makes a payment of Interest or any principal on the Debentures
held by the Institutional Trustee, the Institutional Trustee shall and is
directed to, to the extent funds are available for that purpose, make a
distribution (a “Distribution”) of
such amounts to Holders.

     

    ARTICLE
VI.

     

    ISSUANCE
OF SECURITIES

     

    Section
6.1.    General
Provisions Regarding Securities.

     

    (a)           The
Administrators shall, on behalf of the Trust, issue one series of capital
securities, evidenced by a certificate substantially in the form of
Exhibit A-1, representing undivided beneficial interests in the assets of
the Trust and having such terms as are set forth in Annex I and one series
of common securities, evidenced by a certificate substantially in the form of
Exhibit A-2, representing undivided beneficial interests in the assets of the
Trust having such terms as are set forth in Annex I.  The Trust
shall issue no securities or other interests in the assets of the Trust other
than the Capital Securities and the Common Securities.  The Capital
Securities rank pari
passu to, and payment thereon shall be made Pro Rata with, the Common
Securities except that, where an Event of Default has occurred and is
continuing, the rights of Holders of the Common Securities to payment in respect
of Distributions and payments upon liquidation, redemption and otherwise are
subordinated to the rights to payment of the Holders of the Capital Securities
as set forth in Annex I.

     

    (b)           The
Certificates shall be signed on behalf of the Trust by one or more
Administrators. Such signature shall be the facsimile or manual signature of any
Administrator.  In case any Administrator of the Trust who shall have
signed any of the Securities shall cease to be such Administrator before the
Certificates so signed shall be delivered by the Trust, such Certificates
nevertheless may be delivered as though the person who signed such Certificates
had not ceased to be such Administrator, and any Certificate may be signed on
behalf of the Trust by such persons who, at the actual date of execution of such
Security, shall be an Administrator of the Trust, although at the date of the
execution and delivery of the Declaration any such person was not such an
Administrator.  A Capital Security shall not be valid until
authenticated by the facsimile or manual signature of an Authorized Officer of
the Institutional Trustee.  Such signature shall be conclusive
evidence that the Capital Security has been authenticated under this
Declaration.  Upon written order of the Trust signed by one
Administrator, the Institutional Trustee shall authenticate the Capital
Securities for original issue.  The Institutional Trustee may appoint
an authenticating agent that is a U.S. Person acceptable to the Trust to
authenticate the Capital Securities.  A Common Security need not be so
authenticated and shall be valid upon execution by one or more
administrators.


    
      
         


      

      
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    (c)           The
Capital Securities issued to QIBs shall be, except as provided in Section 6.4,
Book-Entry Capital Securities issued in the form of one or more Global Capital
Securities registered in the name of the Depositary, or its nominee and
deposited with the Depositary or a custodian for the Depositary for credit by
the Depositary to the respective accounts of the Depositary Participants thereof
(or such other accounts as they may direct).  The Capital Securities
issued to a Person other than a QIB shall be issued in the form of Definitive
Capital Securities Certificates

     

    (d)           The
consideration received by the Trust for the issuance of the Securities shall
constitute a contribution to the capital of the Trust and shall not constitute a
loan to the Trust.

     

    (e)           Upon
issuance of the Securities as provided in this Declaration, the Securities so
issued shall be deemed to be validly issued, fully paid and, except as provided
in Section 9.1(b) with respect to the Common Securities,
non-assessable.

     

    (f)           
Every Person, by virtue of having become a Holder in accordance with the terms
of this Declaration, shall be deemed to have expressly assented and agreed to
the terms of, and shall be bound by, this Declaration, the Guarantee and the
Parent Guarantee.

     

    Section
6.2.    Paying
Agent, Transfer Agent and Registrar.  The Trust shall maintain
in Wilmington, Delaware, an office or agency where the Securities may be
presented for payment (“Paying Agent”), and
an office or agency where the Securities may be presented for registration of
transfer or exchange (the “Transfer
Agent”).  The Trust shall keep or cause to be kept at such
office or agency a register for the purpose of registering Securities, transfers
and exchanges of Securities (the “Register”), such
register to be held by a registrar (the “Registrar”).  The
Administrators may appoint the Paying Agent, the Registrar and the Transfer
Agent and may appoint one or more additional Paying Agents or one or more
co-Registrars, or one or more co-Transfer Agents in such other locations as they
shall determine.  The term “Paying Agent”
includes any additional paying agent, the term “Registrar” includes
any additional registrar or co-Registrar and the term “Transfer Agent”
includes any additional transfer agent.  The Administrators may change
any Paying Agent, Transfer Agent or Registrar at any time without prior notice
to any Holder.  The Administrators shall notify the Institutional
Trustee of the name and address of any Paying Agent, Transfer Agent and
Registrar not a party to this Declaration.  The Administrators hereby
initially appoint the Institutional Trustee to act as Paying Agent, Transfer
Agent and Registrar for the Capital Securities and the Common
Securities.  The Institutional Trustee or any of its Affiliates in the
United States may act as Paying Agent, Transfer Agent or Registrar.

     

    Section
6.3.    Form and
Dating.  The Capital Securities and the Institutional Trustee’s
certificate of authentication thereon shall be substantially in the form of
Exhibit A-1, and the Common Securities shall be substantially in the form
of Exhibit A-2, each of which is hereby incorporated in and expressly made
a part of this Declaration.  Certificates may be typed, printed,
lithographed or engraved or may be produced in any other manner as is reasonably
acceptable to the Administrators, as conclusively evidenced by their execution
thereof.  The Securities may have letters, numbers, notations or other
marks of identification or designation and such legends or endorsements required
by law, stock exchange rule, agreements to which the Trust is subject if any, or
usage (provided that any such notation, legend or endorsement is in a form
acceptable to the Sponsor).  The Trust at the direction of the Sponsor
shall furnish any such legend not contained in Exhibit A-1 to the
Institutional Trustee in writing.  Each Capital Security shall be
dated on or before the date of its authentication.  The terms and
provisions of the Securities set forth in Annex I and the forms of Securities
set forth in Exhibits A-1 and A-2 are part of the terms of this Declaration
and to the extent applicable, the Institutional Trustee, the Delaware Trustee,
the Administrators and the Sponsor, by their execution and delivery of this
Declaration, expressly agree to such terms and provisions and to be bound
thereby.  Capital Securities will be issued only in blocks having an
aggregate liquidation amount of not less than $100,000.00 and any multiple of
$1,000.00 in excess thereof.


    
      
         


      

      
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    The
Capital Securities are being offered and sold by the Trust pursuant to the
Purchase Agreement in definitive, registered form without coupons for certain of
the Holders, and the balance in book entry form as a Global Capital Security, in
each case with the Restricted Securities Legend.

     

    Section
6.4.    Book-Entry Capital
Securities.

     

    (a)           A
Global Capital Security may be exchanged, in whole or in part, for Definitive
Capital Securities Certificates registered in the names of the Owners only if
such exchange complies with Section 6.5 and (i)
the Depositary advises the Administrators and the Institutional Trustee in
writing that the Depositary is no longer willing or able to properly discharge
its responsibilities with respect to the Global Capital Security, and no
qualified successor is appointed by the Administrators within ninety (90) days
of receipt of such notice, (ii) the Depositary ceases to be a clearing agency
registered under the Exchange Act and the Administrators fail to appoint a
qualified successor within ninety (90) days of obtaining knowledge of such
event, (iii) the Administrators at their option advise the Institutional Trustee
in writing that the Trust elects to terminate the book-entry system through the
Depositary or (iv) an Indenture Event of Default has occurred and is continuing.
Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv)
above, the Administrators shall notify the Depositary and instruct the
Depositary to notify all Owners of Book-Entry Capital Securities, the Delaware
Trustee and the Trustee of the occurrence of such event and of the availability
of the Definitive Capital Securities Certificates to Owners of the Capital
Securities requesting the same. Upon the issuance of Definitive Capital
Securities Certificates, the Trustees shall recognize the Holders of the
Definitive Capital Securities Certificates as
Holders.  Notwithstanding the foregoing, if an Owner of a beneficial
interest in a Global Capital Security wishes at any time to transfer an interest
in such Global Capital Security to any other Person, including a Person other
than a QIB, such transfer shall be effected, subject to the Applicable
Depositary Procedures, in accordance with the provisions of this Section 6.4 and Section 6.5, and the
transferee shall receive a Definitive Capital Securities Certificate in
connection with such transfer.  A holder of a Definitive Capital
Securities Certificate that is a QIB may, upon request and in accordance with
the provisions of this Section 6.4 and Section 6.5, exchange
such Definitive Capital Securities Certificate for a beneficial interest in a
Global Capital Security.


    
      
         


      

      
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    (b)           If
any Global Capital Security is to be exchanged for Definitive Capital Securities
Certificates or canceled in part, or if any Definitive Capital Securities
Certificate is to be exchanged in whole or in part for any Global Capital
Security, then either (i) such Global Capital Security shall be so surrendered
for exchange or cancellation as provided in this Article VI or (ii) the
aggregate Liquidation Amount represented by such Global Capital Security shall
be reduced, subject to Section 6.3, or increased by an amount equal to the
Liquidation Amount represented by that portion of the Global Capital Security to
be so exchanged or canceled, or equal to the Liquidation Amount represented by
such Definitive Capital Securities Certificates to be so exchanged for any
Global Capital Security, as the case may be, by means of an appropriate
adjustment made on the records of the Registrar, whereupon the Institutional
Trustee, in accordance with the Applicable Depositary Procedures, shall instruct
the Depositary or its authorized representative to make a corresponding
adjustment to its records. Upon any such surrender to the Administrators or the
Registrar of any Global Capital Security or Securities by the Depositary,
accompanied by registration instructions, the Administrators, or any one of
them, shall execute the Definitive Capital Securities Certificates in accordance
with the instructions of the Depositary.  None of the Registrar,
Administrators or the Trustees shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be fully protected in
relying on, such instructions.

     

    (c)           Every
Definitive Capital Securities Certificate executed and delivered upon
registration or transfer of, or in exchange for or in lieu of, a Global Capital
Security or any portion thereof shall be executed and delivered in the form of,
and shall be, a Global Capital Security, unless such Definitive Capital
Securities Certificate is registered in the name of a Person other than the
Depositary for such Global Capital Security or a nominee thereof.

     

    (d)           The
Depositary or its nominee, as registered owner of a Global Capital Security,
shall be the Holder of such Global Capital Security for all purposes under this
Declaration and the Global Capital Security, and Owners with respect to a Global
Capital Security shall hold such interests pursuant to the Applicable Depositary
Procedures.  The Registrar, the Administrators and the Trustees shall
be entitled to deal with the Depositary for all purposes of this Declaration
relating to the Global Capital Securities (including the payment of the
Liquidation Amount of and Distributions on the Book-Entry Capital Securities
represented thereby and the giving of instructions or directions by Owners of
Book-Entry Capital Securities represented thereby and the giving of notices) as
the sole Holder of the Book-Entry Capital Securities represented thereby and
shall have no obligations to the Owners thereof.  None of the
Administrators, Trustees nor the Registrar shall have any liability in respect
of any transfers effected by the Depositary.

     

    (e)           The
rights of the Owners of the Book-Entry Capital Securities shall be exercised
only through the Depositary and shall be limited to those established by law,
the Applicable Depositary Procedures and agreements between such Owners and the
Depositary and/or the Depositary Participants; provided, solely for the purpose
of determining whether the Holders of the requisite amount of Capital Securities
have voted on any matter provided for in this Declaration, to the extent that
Capital Securities are represented by a Global Capital Security, the
Administrators and the Trustees may conclusively rely on, and shall be fully
protected in relying on, any written instrument (including a proxy) delivered to
the Institutional Trustee by the Depositary setting forth the Owners’ votes or
assigning the right to vote on any matter to any other Persons either in whole
or in part.  To the extent that Capital Securities are represented by
a Global Capital Security, the initial Depositary will make book-entry transfers
among the Depositary Participants and receive and transmit payments on the
Capital Securities that are represented by a Global Capital Security to such
Depositary Participants, and none of the Sponsor, the Administrators or the
Trustees shall have any responsibility or obligation with respect
thereto.


    
      
         


      

      
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    (f)           To
the extent that a notice or other communication to the Holders is required under
this Declaration, for so long as Capital Securities are represented by a Global
Capital Security, the Administrators and the Trustees shall give all such
notices and communications to the Depositary, and shall have no obligations to
the Owners.

     

    Section
6.5.    Registration
of Transfer and Exchange of Capital Securities Certificates.

     

    (a)           The
Institutional Trustee shall keep or cause to be kept, at the Corporate Trust
Office, a register or registers (the “Securities Register”)
in which the registrar and transfer agent with respect to the Securities (the
“Securities
Registrar”), subject to such reasonable regulations as it may prescribe,
shall provide for the registration of Capital Securities Certificates and Common
Securities Certificates and registration of transfers and exchanges of Capital
Securities Certificates as herein provided. The Person acting as the
Institutional Trustee shall at all times also be the Registrar.  The
provisions of Article
IV shall apply to the Institutional Trustee in its role as
Registrar.

     

    (b)           Subject
to this Section
6.5, upon surrender for registration of transfer of any Capital
Securities Certificate at the office or agency maintained pursuant to Section 6.5(f), the
Administrators or any one of them shall execute by manual or facsimile signature
and deliver to the Institutional Trustee, and the Institutional Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Capital Securities Certificates in authorized
denominations of a like aggregate Liquidation Amount as may be required by this
Declaration dated the date of execution by such Administrator or
Administrators.  At the option of a Holder, Capital Securities
Certificates may be exchanged for other Capital Securities Certificates in
authorized denominations and of a like aggregate Liquidation Amount upon
surrender of the Capital Securities Certificate to be exchanged at the office or
agency maintained pursuant to Section
6.5(f).  Whenever any Capital Securities Certificates are so
surrendered for exchange, the Administrators or any one of them shall execute by
manual or facsimile signature and deliver to the Institutional Trustee, and the
Institutional Trustee shall authenticate and deliver, the Capital Securities
Certificates that the Holder making the exchange is entitled to
receive.

     

    (c)           The
Securities Registrar shall not be required, (i) to issue, register the transfer
of or exchange any Capital Security during a period beginning at the opening of
business fifteen (15) days before the day of selection for redemption of such
Capital Securities pursuant to Section 4 of Annex I hereto and ending at the
close of business on the day of mailing of the notice of redemption or (ii) to
register the transfer of or exchange any Capital Security so selected for
redemption in whole or in part, except, in the case of any such Capital Security
to be redeemed in part, any portion thereof not to be redeemed.


    
      
         


      

      
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    (d)           Every
Capital Securities Certificate presented or surrendered for registration of
transfer or exchange shall be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Securities Registrar duly
executed by the Holder or such Holder’s attorney duly authorized in writing and
(i) if such Capital Securities Certificate is being transferred to a QIB,
accompanied by a certificate of the transferor substantially in the form set
forth as Exhibit
B-1 hereto or (ii) if such Capital Securities Certificate is being
transferred otherwise than to a QIB, accompanied by a certificate of the
transferee substantially in the form set forth as Exhibit B-2
hereto.

     

    (e)           No
service charge shall be made for any registration of transfer or exchange of
Capital Securities Certificates, but the Institutional Trustee on behalf of the
Trust may require payment of a sum sufficient to cover any tax or governmental
charge that may be imposed in connection with any transfer or exchange of
Capital Securities Certificates.

     

    (f)           The
Administrators shall designate an office or offices or agency or agencies where
Capital Securities Certificates may be surrendered for registration of transfer
or exchange. The Sponsor initially designates the Corporate Trust Office as its
office and agency for such purposes. The Administrators shall give prompt
written notice to the Sponsor, the Institutional Trustee and to the Holders of
any change in the location of any such office or agency.

     

    Section
6.6.    Mutilated,
Destroyed, Lost or Stolen Certificates.

     

    If:

     

    (a)           any
mutilated Certificates should be surrendered to the Registrar, or if the
Registrar shall receive evidence to its satisfaction of the destruction, loss or
theft of any Certificate; and

     

    (b)           there
shall be delivered to the Registrar, the Administrators and the Institutional
Trustee such security or indemnity as may be required by them to keep each of
them harmless;

     

    then, in
the absence of notice that such Certificate shall have been acquired by a
protected purchaser, an Administrator on behalf of the Trust shall execute (and
in the case of a Capital Security Certificate, the Institutional Trustee shall
authenticate) and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like
denomination.  In connection with the issuance of any new Certificate
under this Section 6.6, the Registrar or the Administrators may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith.  Any duplicate Certificate
issued pursuant to this Section shall constitute conclusive evidence of an
ownership interest in the relevant Securities, as if originally issued, whether
or not the lost, stolen or destroyed Certificate shall be found at any
time.

     

    Section
6.7.    Temporary
Securities.  Until definitive Securities are ready for
delivery, the Administrators may prepare and, in the case of the Capital
Securities, the Institutional Trustee shall authenticate, temporary
Securities.  Temporary Securities shall be substantially in the form
of definitive Securities but may have variations that the Administrators
consider appropriate for temporary Securities.  Without unreasonable
delay, the Administrators shall prepare and, in the case of the Capital
Securities, the Institutional Trustee shall authenticate, definitive Securities
in exchange for temporary Securities.


    
      
         


      

      
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    Section
6.8.    Cancellation.  The
Administrators at any time may deliver Securities to the Institutional Trustee
for cancellation.  The Registrar shall forward to the Institutional
Trustee any Securities surrendered to it for registration of transfer,
redemption or payment.  The Institutional Trustee shall promptly
cancel all Securities surrendered for registration of transfer, payment,
replacement or cancellation and shall dispose of such canceled Securities as the
Administrators direct.  The Administrators may not issue new
Securities to replace Securities that have been paid or that have been delivered
to the Institutional Trustee for cancellation.

     

    Section
6.9.    CUSIP
Numbers.  The Trust in issuing the Securities may use “CUSIP”
number (if then generally in use), and, if so, the Institutional Trustee shall
use CUSIP numbers in any notice of redemption as a convenience to Holders,
provided, however, that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Securities or as
contained in any notice of redemption and that identification numbers printed on
the Securities, and any such redemption shall not be affected by any defect in
or omission of such numbers.  The Trust shall promptly notify the
Institutional Trustee in writing of any change in the CUSIP
numbers.

     

    Section
6.10.    Rights of
Holders; Waivers of Past Defaults.

     

    (a)           The
legal title to the Trust Property is vested exclusively in the Institutional
Trustee (in its capacity as such) in accordance with Section 2.5, and the
Holders shall not have any right or title therein other than the undivided
beneficial interest in the assets of the Trust conferred by their Securities and
they shall have no right to call for any partition or division of property,
profits or rights of the Trust except as described below.  The
Securities shall be personal property giving only the rights specifically set
forth therein and in this Declaration.  The Securities shall have no
preemptive or similar rights.

     

    (b)           For
so long as any Capital Securities remain outstanding, if upon an Indenture Event
of Default, the Debenture Trustee fails or the holders of not less than 25% in
principal amount of the outstanding Debentures fail to declare the principal of
all of the Debentures to be immediately due and payable, the Holders of a
Majority in liquidation amount of the Capital Securities then outstanding shall
have the right to make such declaration by a notice in writing to the
Institutional Trustee, the Sponsor and the Debenture Trustee.

     

    At any
time after a declaration of acceleration with respect to the Debentures has been
made and before a judgment or decree for payment of the money due has been
obtained by the Debenture Trustee as provided in the Indenture, if the
Institutional Trustee, subject to the provisions hereof, fails to annul any such
declaration and waive such default, the Holders of a Majority in liquidation
amount of the Capital Securities, by written notice to the Institutional
Trustee, the Sponsor and the Debenture Trustee, may rescind and annul such
declaration and its consequences if:

     

    (i)           the
Debenture Issuer has paid or deposited with the Debenture Trustee a sum
sufficient to pay

     

    (A)           all
overdue installments of interest on all of the Debentures,

     

    (B)           any
accrued Additional Interest on all of the Debentures,


    
      
         


      

      
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    (C)           the
principal of (and premium, if any, on) any Debentures that have become due
otherwise than by such declaration of acceleration and interest and Additional
Interest thereon at the rate borne by the Debentures, and

     

    (D)           all
sums paid or advanced by the Debenture Trustee under the Indenture and the
reasonable compensation, expenses, disbursements and advances of the Debenture
Trustee and the Institutional Trustee, their agents and counsel;
and

     

    (ii)           all
Events of Default with respect to the Debentures, other than the non-payment of
the principal of the Debentures that has become due solely by such acceleration,
have been cured or waived as provided in Section 5.7 of the
Indenture.

     

    The
Holders of at least a Majority in liquidation amount of the Capital Securities
may, on behalf of the Holders of all the Capital Securities, waive any past
default under the Indenture or any Indenture Event of Default, except a default
or Indenture Event of Default in the payment of principal or interest (unless
such default or Indenture Event of Default has been cured and a sum sufficient
to pay all matured installments of interest and principal due otherwise than by
acceleration has been deposited with the Debenture Trustee) or a default under
the Indenture or an Indenture Event of Default in respect of a covenant or
provision that under the Indenture cannot be modified or amended without the
consent of the holder of each outstanding Debenture.  No such waiver
shall affect any subsequent default or impair any right consequent
thereon.

     

    Upon
receipt by the Institutional Trustee of written notice declaring such an
acceleration, or rescission and annulment thereof, by Holders of any part of the
Capital Securities, a record date shall be established for determining Holders
of outstanding Capital Securities entitled to join in such notice, which record
date shall be at the close of business on the day the Institutional Trustee
receives such notice.  The Holders on such record date, or their duly
designated proxies, and only such Persons, shall be entitled to join in such
notice, whether or not such Holders remain Holders after such record date; provided, that unless
such declaration of acceleration, or rescission and annulment, as the case may
be, shall have become effective by virtue of the requisite percentage having
joined in such notice prior to the day that is 90 days after such record
date, such notice of declaration of acceleration, or rescission and annulment,
as the case may be, shall automatically and without further action by any Holder
be canceled and of no further effect.  Nothing in this paragraph shall
prevent a Holder, or a proxy of a Holder, from giving, after expiration of such
90-day period, a new written notice of declaration of acceleration, or
rescission and annulment thereof, as the case may be, that is identical to a
written notice that has been canceled pursuant to the proviso to the preceding
sentence, in which event a new record date shall be established pursuant to the
provisions of this Section 6.10.

     

    (c)           Except
as otherwise provided in paragraphs (a) and (b) of this Section 6.10, the
Holders of at least a Majority in liquidation amount of the Capital Securities
may, on behalf of the Holders of all the Capital Securities, waive any past
default or Event of Default and its consequences.  Upon such waiver,
any such default or Event of Default shall cease to exist, and any default or
Event of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Declaration, but no such waiver shall extend to any subsequent
or other default or Event of Default or impair any right consequent
thereon.


    
      
         


      

      
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    ARTICLE
VII.

     

    DISSOLUTION
AND TERMINATION OF TRUST

     

    Section
7.1.    Dissolution
and Termination of Trust.

     

    (a)           The
Trust shall dissolve on the first to occur of:

     

    (i)            
unless earlier dissolved, on January 15, 2044, the expiration of the term of the
Trust;

     

    (ii)           
upon a Bankruptcy Event with respect to the Sponsor, the Trust or the Debenture
Issuer;

     

    (iii)           (other
than in connection with a merger, consolidation or similar transaction not
prohibited by the Indenture, this Declaration or the Guarantee, as the case may
be) upon (A) the filing of a certificate of dissolution or its equivalent with
respect to the Sponsor, and (B)(I) upon the consent of Holders of a Majority in
liquidation amount of the Securities voting together as a single class to file a
certificate of cancellation with respect to the Trust or (II) upon the
revocation of the charter of the Sponsor and the expiration of 90 days
after the date of revocation without a reinstatement thereof;

     

    (iv)           upon
the distribution of the Debentures to the Holders of the Securities following
the exercise of the right of the Holder of all of the outstanding Common
Securities to dissolve the Trust as provided in Section 3 of Annex I
hereto;

     

    (v)           
upon the entry of a decree of judicial dissolution of the Holder of the Common
Securities, the Sponsor, the Trust or the Debenture Issuer;

     

    (vi)           when
all of the Securities shall have been called for redemption and the amounts
necessary for redemption thereof shall have been paid to the Holders in
accordance with the terms of the Securities; or

     

    (vii)          before
the issuance of any Securities, with the consent of all of the Trustees and the
Sponsor.

     

    (b)           As
soon as is practicable after the occurrence of an event referred to in Section
7.1(a), and after satisfaction of liabilities to creditors of the Trust as
required by applicable law, including of the Statutory Trust Act, and subject to
the terms set forth in Annex I, the Institutional Trustee shall terminate
the Trust by filing a certificate of cancellation with the Secretary of State of
the State of Delaware.

     

    (c)           The
provisions of Section 2.9 and Article IX shall survive the termination
of the Trust.


    
      
         


      

      
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    ARTICLE
VIII.

     

    TRANSFER
OF INTERESTS

     

    Section
8.1.    General.

     

    (a)           Subject
to Section 8.1(c), where Capital Securities are presented to the Registrar or a
co-registrar with a request to register a transfer or to exchange them for an
equal aggregate liquidation amount of Capital Securities represented by
different certificates, the Registrar shall register the transfer or make the
exchange if its requirements for such transactions are met.  To permit
registrations of transfer and exchanges, the Trust shall issue and the
Institutional Trustee shall authenticate Capital Securities at the Registrar’s
request.

     

    (b)           Upon
issuance of the Common Securities, the Sponsor shall acquire and retain
beneficial and record ownership of the Common Securities and for so long as the
Securities remain outstanding, the Sponsor shall maintain 100% ownership of the
Common Securities; provided, however, that any
permitted successor of the Sponsor, in its capacity as Debenture Issuer, under
the Indenture that is a U.S. Person may succeed to the Sponsor’s ownership of
the Common Securities.

     

    (c)           Capital
Securities may only be transferred, in whole or in part, in accordance with the
terms and conditions set forth in this Declaration and in the terms of the
Capital Securities.  To the fullest extent permitted by applicable
law, any transfer or purported transfer of any Security not made in accordance
with this Declaration shall be null and void and will be deemed to be of no
legal effect whatsoever and any such transferee shall be deemed not to be the
Holder of such Capital Securities for any purpose, including but not limited to
the receipt of Distributions on such Capital Securities, and such transferee
shall be deemed to have no interest whatsoever in such Capital
Securities.

     

    (d)           The
Registrar shall provide for the registration of Securities and of transfers of
Securities, which will be effected without charge but only upon payment (with
such indemnity as the Registrar may require) in respect of any tax or other
governmental charges that may be imposed in relation to it.  Upon
surrender for registration of transfer of any Securities, the Registrar shall
cause one or more new Securities of the same tenor to be issued in the name of
the designated transferee or transferees.  Any Security issued upon
any registration of transfer or exchange pursuant to the terms of this
Declaration shall evidence the same Security and shall be entitled to the same
benefits under this Declaration as the Security surrendered upon such
registration of transfer or exchange.  Every Security surrendered for
registration of transfer shall be accompanied by a written instrument of
transfer in form satisfactory to the Registrar duly executed by the Holder or
such Holder’s attorney duly authorized in writing.  Each Security
surrendered for registration of transfer shall be canceled by the Institutional
Trustee pursuant to Section 6.8.  A transferee of a Security shall be
entitled to the rights and subject to the obligations of a Holder hereunder upon
the receipt by such transferee of a Security.  By acceptance of a
Security, each transferee shall be deemed to have agreed to be bound by this
Declaration.


    
      
         


      

      
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    (e)           The
Trust shall not be required (i) to issue, register the transfer of, or
exchange any Securities during a period beginning at the opening of business
15 days before the day of any selection of Securities for redemption and
ending at the close of business on the earliest date on which the relevant
notice of redemption is deemed to have been given to all Holders of the
Securities to be redeemed, or (ii) to register the transfer or exchange of
any Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part.

     

    Section
8.2.    Transfer
Procedures and Restrictions.

     

    (a)           The
Capital Securities shall bear the Restricted Securities Legend, which shall not
be removed unless there is delivered to the Trust such satisfactory evidence,
which may include an opinion of counsel satisfactory to the Institutional
Trustee, as may be reasonably required by the Trust, that neither the legend nor
the restrictions on transfer set forth therein are required to ensure that
transfers thereof comply with the provisions of the Securities
Act.  Upon provision of such satisfactory evidence, the Institutional
Trustee, at the written direction of the Trust, shall authenticate and deliver
Capital Securities that do not bear the legend.

     

    (b)           Except
as permitted by Section 8.2(a), each Capital Security shall bear a legend (the
“Restricted Securities
Legend”) in substantially the following form and a Capital Security shall
not be transferred except in compliance with such legend, unless otherwise
determined by the Sponsor, upon the advice of counsel expert in securities law,
in accordance with applicable law:

     

    THIS
CAPITAL SECURITY WAS ISSUED WITH “ORIGINAL ISSUE DISCOUNT.”  FOR
INFORMATION REGARDING THE ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT,
THE ISSUE DATE AND THE YIELD TO MATURITY OF THE CAPITAL SECURITY, PLEASE CONTACT
JOHN M. MARSHALECK, MAIDEN CAPITAL FINANCING TRUST, C/O MAIDEN HOLDINGS NORTH
AMERICA, LTD., 600 MIDLANTIC DRIVE, MOUNT LAUREL, NJ 08054.

     

    [IF THIS
SECURITY IS A GLOBAL SECURITY INSERT: THIS CAPITAL SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE DECLARATION HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”) OR A
NOMINEE OF DTC.  THIS CAPITAL SECURITY IS EXCHANGEABLE FOR CAPITAL
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION, AND NO TRANSFER OF
THIS CAPITAL SECURITY (OTHER THAN A TRANSFER OF THIS CAPITAL SECURITY AS A WHOLE
BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF
DTC) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.


    
      
         


      

      
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    UNLESS
THIS CAPITAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO
MAIDEN CAPITAL FINANCING TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CAPITAL SECURITY ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), 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.]

     

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


    
      
         


      

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

     

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

     

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


    
      
         


      

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

     

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

     

    (c)           To
permit registrations of transfers and exchanges, the Trust shall execute and the
Institutional Trustee shall authenticate Capital Securities at the Registrar’s
request.

     

    (d)           Registrations
of transfers or exchanges will be effected without charge, but only upon payment
(with such indemnity as the Registrar or the Sponsor may require) in respect of
any tax or other governmental charge that may be imposed in relation to
it.

     

    (e)           All
Capital Securities issued upon any registration of transfer or exchange pursuant
to the terms of this Declaration shall evidence the same security and shall be
entitled to the same benefits under this Declaration as the Capital Securities
surrendered upon such registration of transfer or exchange.

     

    Section
8.3.    Deemed
Security Holders.  The Trust, the Administrators, the Trustees,
the Paying Agent, the Transfer Agent or the Registrar may treat the Person in
whose name any Certificate shall be registered on the books and records of the
Trust as the sole holder of such Certificate and of the Securities represented
by such Certificate for purposes of receiving Distributions and for all other
purposes whatsoever and, accordingly, shall not be bound to recognize any
equitable or other claim to or interest in such Certificate or in the Securities
represented by such Certificate on the part of any Person, whether or not the
Trust, the Administrators, the Trustees, the Paying Agent, the Transfer Agent or
the Registrar shall have actual or other notice thereof

     

    ARTICLE
IX.

     

    LIMITATION
OF LIABILITY OF

    HOLDERS
OF SECURITIES, INSTITUTIONAL TRUSTEE OR OTHERS

     

    Section
9.1.    Liability.

     

    (a)           Except
as expressly set forth in this Declaration, the Guarantee and the terms of the
Securities, the Sponsor shall not be:

     

    (i)           personally
liable for the return of any portion of the capital contributions (or any return
thereon) of the Holders of the Securities which shall be made solely from assets
of the Trust; or

     

    (ii)           required
to pay to the Trust or to any Holder of the Securities any deficit upon
dissolution of the Trust or otherwise.


    
      
         


      

      
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    (b)           The
Holder of the Common Securities shall be liable for all of the debts and
obligations of the Trust (other than with respect to the Securities) to the
extent not satisfied out of the Trust’s assets.

     

    (c)           Pursuant
to the Statutory Trust Act, the Holders of the Capital Securities shall be
entitled to the same limitation of personal liability extended to stockholders
of private corporations for profit organized under the General Corporation Law
of the State of Delaware.

     

    Section
9.2.    Exculpation.

     

    (a)           No
Indemnified Person shall be liable, responsible or accountable in damages or
otherwise to the Trust or any Covered Person for any loss, damage or claim
incurred by reason of any act or omission performed or omitted by such
Indemnified Person in good faith on behalf of the Trust and in a manner such
Indemnified Person reasonably believed to be within the scope of the authority
conferred on such Indemnified Person by this Declaration or by law, except that
an Indemnified Person shall be liable for any such loss, damage or claim
incurred by reason of such Indemnified Person’s negligence or willful misconduct
with respect to such acts or omissions.

     

    (b)           An
Indemnified Person shall be fully protected in relying in good faith upon the
records of the Trust and upon such information, opinions, reports or statements
presented to the Trust by any Person as to matters the Indemnified Person
reasonably believes are within such other Person’s professional or expert
competence and, if selected by such Indemnified Person, has been selected by
such Indemnified Person with reasonable care by or on behalf of the Trust,
including information, opinions, reports or statements as to the value and
amount of the assets, liabilities, profits, losses, or any other facts pertinent
to the existence and amount of assets from which Distributions to Holders of
Securities might properly be paid.

     

    Section
9.3.    Fiduciary
Duty.

     

    (a)           To
the extent that, at law or in equity, an Indemnified Person has duties
(including fiduciary duties) and liabilities relating thereto to the Trust or to
any other Covered Person, an Indemnified Person acting under this Declaration
shall not be liable to the Trust or to any other Covered Person for its good
faith reliance on the provisions of this Declaration.  The provisions
of this Declaration, to the extent that they restrict the duties and liabilities
of an Indemnified Person otherwise existing at law or in equity, are agreed by
the parties hereto to replace such other duties and liabilities of the
Indemnified Person.

     

    (b)           Whenever
in this Declaration an Indemnified Person is permitted or required to make a
decision:

     

    (i)            
in its “discretion” or under a grant of similar authority, the Indemnified
Person shall be entitled to consider such interests and factors as it desires,
including its own interests, and shall have no duty or obligation to give any
consideration to any interest of or factors affecting the Trust or any other
Person; or

     

    (ii)           
in its “good faith” or under another express standard, the Indemnified Person
shall act under such express standard and shall not be subject to any other or
different standard imposed by this Declaration or by applicable
law.


    
      
         


      

      
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    Section
9.4.    Indemnification.

     

    (a)           The
Sponsor shall indemnify, to the full extent permitted by law, any Indemnified
Person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Trust) arising out of or in connection with the acceptance or
administration of this Declaration by reason of the fact that he is or was an
Indemnified Person against expenses (including reasonable attorneys’ fees and
expenses), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Trust, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful.  The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the Indemnified
Person did not act in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the Trust, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.

     

    (b)           The
Sponsor shall indemnify, to the full extent permitted by law, any Indemnified
Person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the Trust
to procure a judgment in its favor arising out of or in connection with the
acceptance or administration of this Declaration by reason of the fact that he
is or was an Indemnified Person against expenses (including reasonable
attorneys’ fees and expenses) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Trust; provided, however, that no such
indemnification shall be made in respect of any claim, issue or matter as to
which such Indemnified Person shall have been adjudged to be liable to the Trust
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such court
shall deem proper.

     

    (c)           To
the extent that an Indemnified Person shall be successful on the merits or
otherwise (including dismissal of an action without prejudice or the settlement
of an action without admission of liability) in defense of any action, suit or
proceeding referred to in paragraphs (a) and (b) of this Section 9.4, or in
defense of any claim, issue or matter therein, he shall be indemnified, to the
full extent permitted by law, against expenses (including attorneys’ fees and
expenses) actually and reasonably incurred by him in connection
therewith.

     

    (d)           Any
indemnification of an Administrator under paragraphs (a) and (b) of this
Section 9.4 (unless ordered by a court) shall be made by the Sponsor only
as authorized in the specific case upon a determination that indemnification of
the Indemnified Person is proper in the circumstances because he has met the
applicable standard of conduct set forth in paragraphs (a) and
(b).  Such determination shall be made (i) by the Administrators
by a majority vote of a Quorum consisting of such Administrators who were not
parties to such action, suit or proceeding, (ii) if such a Quorum is not
obtainable, or, even if obtainable, if a Quorum of disinterested Administrators
so directs, by independent legal counsel in a written opinion, or (iii) by
the Common Security Holder of the Trust.


    
      
         


      

      
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    (e)           To
the fullest extent permitted by law, expenses (including reasonable attorneys’
fees and expenses) incurred by an Indemnified Person in defending a civil,
criminal, administrative or investigative action, suit or proceeding referred to
in paragraphs (a) and (b) of this Section 9.4 shall be paid by the Sponsor
in advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such Indemnified Person to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Sponsor as authorized in this Section
9.4.  Notwithstanding the foregoing, no advance shall be made by the
Sponsor if a determination is reasonably and promptly made (i) by the
Administrators by a majority vote of a Quorum of disinterested Administrators,
(ii) if such a Quorum is not obtainable, or, even if obtainable, if a
Quorum of disinterested Administrators so directs, by independent legal counsel
in a written opinion, or (iii) by the Common Security Holder of the Trust,
that, based upon the facts known to the Administrators, counsel or the Common
Security Holder at the time such determination is made, such Indemnified Person
acted in bad faith or in a manner that such Indemnified Person did not believe
to be in the best interests of the Trust, or, with respect to any criminal
proceeding, that such Indemnified Person believed or had reasonable cause to
believe his conduct was unlawful.  In no event shall any advance be
made in instances where the Administrators, independent legal counsel or the
Common Security Holder reasonably determine that such Indemnified Person
deliberately breached his duty to the Trust or its Common or Capital Security
Holders.

     

    (f)           The
Trustees, at the sole cost and expense of the Sponsor, retain the right to
representation by counsel of their own choosing in any action, suit or any other
proceeding for which it is indemnified under paragraphs (a) and (b) of this
Section 9.4, without affecting their right to indemnification hereunder or
waiving any rights afforded to them under this Declaration or applicable
law.

     

    (g)           The
indemnification and advancement of expenses provided by, or granted pursuant to,
the other paragraphs of this Section 9.4 shall not be deemed exclusive of
any other rights to which those seeking indemnification and advancement of
expenses may be entitled under any agreement, vote of stockholders or
disinterested directors of the Sponsor or Capital Security Holders of the Trust
or otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office.  All rights to
indemnification under this Section 9.4 shall be deemed to be provided by a
contract between the Sponsor and each Indemnified Person who serves in such
capacity at any time while this Section 9.4 is in effect.  Any
repeal or modification of this Section 9.4 shall not affect any rights or
obligations then existing.

     

    (h)           The
Sponsor or the Trust may purchase and maintain insurance on behalf of any Person
who is or was an Indemnified Person against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Sponsor would have the power to indemnify him against such
liability under the provisions of this Section 9.4.


    
      
         


      

      
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    (i)           For
purposes of this Section 9.4, references to “the Trust” shall include, in
addition to the resulting or surviving entity, any constituent entity (including
any constituent of a constituent) absorbed in a consolidation or merger, so that
any Person who is or was a director, trustee, officer or employee of such
constituent entity, or is or was serving at the request of such constituent
entity as a director, trustee, officer, employee or agent of another entity,
shall stand in the same position under the provisions of this Section
9.4 with respect to the resulting or surviving entity as he would have with
respect to such constituent entity if its separate existence had
continued.

     

    (j)           The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Section 9.4 shall, unless otherwise provided when authorized or
ratified, (i) continue as to a Person who has ceased to be an Indemnified
Person and shall inure to the benefit of the heirs, executors and administrators
of such a Person, and (ii) survive the termination or expiration of this
Declaration or the earlier removal or resignation of an Indemnified
Person.

     

    Section
9.5.    Outside
Businesses.  Any Covered Person, the Sponsor, the Delaware
Trustee and the Institutional Trustee may engage in or possess an interest in
other business ventures of any nature or description, independently or with
others, similar or dissimilar to the business of the Trust, and the Trust and
the Holders of Securities shall have no rights by virtue of this Declaration in
and to such independent ventures or the income or profits derived therefrom, and
the pursuit of any such venture, even if competitive with the business of the
Trust, shall not be deemed wrongful or improper.  None of any Covered
Person, the Sponsor, the Delaware Trustee or the Institutional Trustee shall be
obligated to present any particular investment or other opportunity to the Trust
even if such opportunity is of a character that, if presented to the Trust,
could be taken by the Trust, and any Covered Person, the Sponsor, the Delaware
Trustee and the Institutional Trustee shall have the right to take for its own
account (individually or as a partner or fiduciary) or to recommend to others
any such particular investment or other opportunity.  Any Covered
Person, the Delaware Trustee and the Institutional Trustee may engage or be
interested in any financial or other transaction with the Sponsor or any
Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or
act on any committee or body of holders of, securities or other obligations of
the Sponsor or its Affiliates.

     

    Section
9.6.    Compensation;
Fee.  The Sponsor agrees:

     

    (a)           to
pay to the Trustees from time to time such compensation for all services
rendered by them hereunder as the parties shall agree from time to time (which
compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust); and

     

    (b)           except
as otherwise expressly provided herein, to reimburse the Trustees upon request
for all reasonable expenses, disbursements and advances incurred or made by the
Trustees in accordance with any provision of this Declaration (including the
reasonable compensation and the expenses and disbursements of their respective
agents and counsel), except any such expense, disbursement or advance as may be
attributable to its negligence, bad faith or willful
misconduct.


    
      
         


      

      
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    The
provisions of this Section 9.6 shall survive the dissolution of the Trust
and the termination of this Declaration and the removal or resignation of any
Trustee.

     

    No
Trustee may claim any lien or charge on any property of the Trust as a result of
any amount due pursuant to this Section 9.6.

     

    ARTICLE
X.

     

    TAX
AND ACCOUNTING

     

    Section
10.1.    Fiscal
Year.  The fiscal year (the “Fiscal Year”) of the
Trust shall be the calendar year, or such other year as is required by the
Code.

     

    Section
10.2.    Certain
Accounting Matters.  

     

    (a)           At
all times during the existence of the Trust, the Administrators shall keep, or
cause to be kept at the principal office of the Trust in the United States, as
defined for purposes of Treasury Regulations Section 301.7701-7, full books of
account, records and supporting documents, which shall reflect in reasonable
detail each transaction of the Trust.  The books of account shall be
maintained, at the Sponsor’s expense, in accordance with generally accepted
accounting principles, consistently applied.  The books of account and
the records of the Trust shall be examined by and reported upon (either
separately or as part of the Sponsor’s regularly prepared consolidated financial
report) as of the end of each Fiscal Year of the Trust by a firm of independent
certified public accountants selected by the Administrators.

     

    (b)           The
Administrators shall cause to be duly prepared and delivered to each of the
Holders of Securities all annual United States federal income tax information
statements required by the Code, if any, containing such information with regard
to the Securities held by each Holder as is required by the Code and the
Treasury Regulations.  Notwithstanding any right under the Code to
deliver any such statement at a later date, the Administrators shall endeavor to
deliver all such statements within 30 days after the end of each Fiscal
Year of the Trust.

     

    (c)           The
Administrators, at the Sponsor’s expense, shall cause to be duly prepared at the
principal office of the Sponsor in the United States, as ‘United States’ is
defined in Section 7701(a)(9) of the Code (or at the principal office of the
Trust if the Sponsor has no such principal office in the United States), and
filed an annual United States federal income tax return on a Form 1041 or
such other form required by United States federal income tax law, if any, and
any other annual income tax returns required to be filed by the Administrators
on behalf of the Trust with any state or local taxing authority.

     

    Section
10.3.    Banking.  The
Trust shall maintain in the United States, as defined for purposes of Treasury
Regulations Section 301.7701-7, one or more bank accounts in the name and for
the sole benefit of the Trust; provided, however, that all
payments of funds in respect of the Debentures held by the Institutional Trustee
shall be made directly to the Property Account and no other funds of the Trust
shall be deposited in the Property Account.  The sole signatories for
such accounts (including the Property Account) shall be designated by the
Institutional Trustee.


    
      
         


      

      
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    Section
10.4.    Withholding.  The
Institutional Trustee or any Paying Agent and the Administrators shall comply
with all withholding requirements under United States federal, state and local
law.  The Institutional Trustee or any Paying Agent shall request, and
each Holder shall provide to the Institutional Trustee or any Paying Agent, such
forms or certificates as are necessary to establish an exemption from
withholding with respect to the Holder, and any representations and forms as
shall reasonably be requested by the Institutional Trustee or any Paying Agent
to assist it in determining the extent of, and in fulfilling, its withholding
obligations.  The Administrators shall file required forms with
applicable jurisdictions and, unless an exemption from withholding is properly
established by a Holder, shall remit amounts withheld with respect to the Holder
to applicable jurisdictions.  To the extent that the Institutional
Trustee or any Paying Agent is required to withhold and pay over any amounts to
any authority with respect to distributions or allocations to any Holder, the
amount withheld shall be deemed to be a Distribution in the amount of the
withholding to the Holder.  In the event of any claimed
overwithholding, Holders shall be limited to an action against the applicable
jurisdiction.  If the amount required to be withheld was not withheld
from actual Distributions made, the Institutional Trustee or any Paying Agent
may reduce subsequent Distributions by the amount of such
withholding.

     

    Section
10.5.    Intention
of the Parties.  It is the intention of the parties hereto that
the Trust be classified for United States federal income tax purposes as a
grantor trust. The provisions of this Declaration shall be interpreted to
further this intention of the parties.

     

    ARTICLE
XI.

     

    AMENDMENTS
AND MEETINGS

     

    Section
11.1.    Amendments.

     

    (a)           Except
as otherwise provided in this Declaration or by any applicable terms of the
Securities, this Declaration may only be amended by a written instrument
approved and executed by the Institutional Trustee, or (ii) if the amendment
affects the rights, powers, duties, obligations or immunities of the Delaware
Trustee, by the Delaware Trustee.

     

    (b)           Notwithstanding
any other provision of this Article XI, an amendment may be made, and any
such purported amendment shall be valid and effective only if:

     

    (i)           
the Institutional Trustee shall have first received:

     

    (A)           an
Officers’ Certificate from each of the Trust and the Sponsor that such amendment
is permitted by, and conforms to, the terms of this Declaration (including the
terms of the Securities); and

     

    (B)           an
opinion of counsel (who may be counsel to the Sponsor or the Trust) that such
amendment is permitted by, and conforms to, the terms of this Declaration
(including the terms of the Securities) and all conditions precedent to the
execution and delivery of such amendment have been satisfied;
and


    
      
         


      

      
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    (ii)           the
result of such amendment would not be to

     

    (A)           cause
the Trust to cease to be classified for purposes of United States federal income
taxation as a grantor trust; or

     

    (B)           cause
the Trust to be deemed to be an Investment Company required to be registered
under the Investment Company Act.

     

    (c)           Except
as provided in Section 11.1(d), (e) or (h), no amendment shall be made, and any
such purported amendment shall be void and ineffective unless the Holders of a
Majority in liquidation amount of the Capital Securities shall have consented to
such amendment.

     

    (d)           In
addition to and notwithstanding any other provision in this Declaration, without
the consent of each affected Holder, this Declaration may not be amended to
(i) change the amount or timing of any Distribution on the Securities or
any redemption or liquidation or repurchase provisions applicable to the
Securities or otherwise adversely affect the amount of any Distribution required
to be made in respect of the Securities as of a specified date (including any
amendment affecting the amount or timing of any payments under the Debentures or
the Indenture), or (ii) restrict the right of a Holder to institute suit
for the enforcement of any such payment on or after such date.

     

    (e)           Sections
9.1(b) and 9.1(c) and this Section 11.1 shall not be amended without the
consent of all of the Holders of the Securities.

     

    (f)           Article III
shall not be amended without the consent of the Holders of a Majority in
liquidation amount of the Common Securities.

     

    (g)           The
rights of the Holders of the Capital Securities or Common Securities, as
applicable, under Article IV to appoint and remove the Trustees shall not
be amended without the consent of the Holders of a Majority in liquidation
amount of the Capital Securities or Common Securities, as
applicable.

     

    (h)           This
Declaration may be amended by the Institutional Trustee and the Holders of a
Majority in liquidation amount of the Common Securities without the consent of
the Holders of the Capital Securities to:

     

    (i)           cure
any ambiguity;

     

    (ii)           correct
or supplement any provision in this Declaration that may be defective or
inconsistent with any other provision of this Declaration;

     

    (iii)           add
to the covenants, restrictions or obligations of the Sponsor;
or


    
      
         


      

      
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    (iv)           modify,
eliminate or add to any provision of this Declaration to such extent as may be
necessary to ensure that the Trust will be classified for United States federal
income tax purposes at all times as a grantor trust and will not be required to
register as an “investment company” under the Investment Company Act (including
without limitation to conform to any change in Rule 3a-5, Rule 3a-7 or
any other applicable rule under the Investment Company Act or written change in
interpretation or application thereof by any legislative body, court, government
agency or regulatory authority) which amendment does not have a material adverse
effect on the rights, preferences or privileges of the Holders of
Securities;

     

    provided, however, that no such
modification, elimination or addition referred to in clauses (i), (ii),
(iii) or (iv) shall adversely affect in any material respect the powers,
preferences or special rights of Holders of Capital Securities.

     

    Section
11.2.    Meetings
of the Holders of the Securities; Action by Written Consent.

     

    (a)           Meetings
of the Holders of the Capital Securities or the Common Securities may be called
at any time by the Administrators (or as provided in the terms of the
Securities) to consider and act on any matter on which Holders of such
Securities are entitled to act under the terms of this Declaration or the terms
of the Securities.  The Administrators shall call a meeting of the
Holders of such class if directed to do so by the Holders of at least 10% in
liquidation amount of such Securities.  Such direction shall be given
by delivering to the Administrators one or more notices in a writing stating
that the signing Holders of such Securities wish to call a meeting and
indicating the general or specific purpose for which the meeting is to be
called.  Any Holders of the Securities calling a meeting shall specify
in writing the Certificates held by the Holders of the Securities exercising the
right to call a meeting and only those Securities represented by such
Certificates shall be counted for purposes of determining whether the required
percentage set forth in the second sentence of this paragraph has been
met.

     

    (b)           Except
to the extent otherwise provided in the terms of the Securities, the following
provisions shall apply to meetings of Holders of the Securities:

     

    (i)           notice
of any such meeting shall be given to all the Holders of the Securities having a
right to vote thereat at least 7 days and not more than 60 days before
the date of such meeting.  Whenever a vote, consent or approval of the
Holders of the Securities is permitted or required under this Declaration, such
vote, consent or approval may be given at a meeting of the Holders of the
Securities.  Any action that may be taken at a meeting of the Holders
of the Securities may be taken without a meeting if a consent in writing setting
forth the action so taken is signed by the Holders of the Securities owning not
less than the minimum liquidation amount of Securities that would be necessary
to authorize or take such action at a meeting at which all Holders of the
Securities having a right to vote thereon were present and
voting.  Prompt notice of the taking of action without a meeting shall
be given to the Holders of the Securities entitled to vote who have not
consented in writing.  The Administrators may specify that any written
ballot submitted to the Holders of the Securities for the purpose of taking any
action without a meeting shall be returned to the Trust within the time
specified by the Administrators;


    
      
         


      

      
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    (ii)           each
Holder of a Security may authorize any Person to act for it by proxy on all
matters in which a Holder of Securities is entitled to participate, including
waiving notice of any meeting, or voting or participating at a meeting. No proxy
shall be valid after the expiration of 11 months from the date thereof
unless otherwise provided in the proxy.  Every proxy shall be
revocable at the pleasure of the Holder of the Securities executing
it.  Except as otherwise provided herein, all matters relating to the
giving, voting or validity of proxies shall be governed by the General
Corporation Law of the State of Delaware relating to proxies, and judicial
interpretations thereunder, as if the Trust were a Delaware corporation and the
Holders of the Securities were stockholders of a Delaware corporation; each
meeting of the Holders of the Securities shall be conducted by the
Administrators or by such other Person that the Administrators may designate;
and

     

    (iii)           unless
the Statutory Trust Act, this Declaration, or the terms of the Securities
otherwise provides, the Administrators, in their sole discretion, shall
establish all other provisions relating to meetings of Holders of Securities,
including notice of the time, place or purpose of any meeting at which any
matter is to be voted on by any Holders of the Securities, waiver of any such
notice, action by consent without a meeting, the establishment of a record date,
quorum requirements, voting in person or by proxy or any other matter with
respect to the exercise of any such right to vote; provided, however, that each
meeting shall be conducted in the United States (as that term is defined in
Treasury Regulations section 301.7701-7).

     

    ARTICLE
XII.

     

    REPRESENTATIONS
OF INSTITUTIONAL TRUSTEE AND THE DELAWARE

    TRUSTEE

     

    Section
12.1.    Representations
and Warranties of Institutional Trustee.  The initial
Institutional Trustee represents and warrants to the Trust and to the Sponsor at
the date of this Declaration, and each Successor Institutional Trustee
represents and warrants to the Trust and the Sponsor at the time of the
Successor Institutional Trustee’s acceptance of its appointment as Institutional
Trustee, that:

     

    (a)           the
Institutional Trustee is a banking corporation or national association with
trust powers, duly organized and validly existing under the laws of the United
States of America or any state thereof with trust power and authority to execute
and deliver, and to carry out and perform its obligations under the terms of,
this Declaration;

     

    (b)           the
Institutional Trustee has a combined capital and surplus of at least fifty
million U.S. dollars ($50,000,000);

     

    (c)           the
execution, delivery and performance by the Institutional Trustee of this
Declaration has been duly authorized by all necessary corporate action on the
part of the Institutional Trustee.  This Declaration has been duly
executed and delivered by the Institutional Trustee, and it constitutes a legal,
valid and binding obligation of the Institutional Trustee, enforceable against
it in accordance with its terms, subject to applicable bankruptcy,
reorganization, moratorium, insolvency, and other similar laws affecting
creditors’ rights generally and to general principles of equity (regardless of
whether considered in a proceeding in equity or at law);


    
      
         


      

      
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    (d)           the
execution, delivery and performance of this Declaration by the Institutional
Trustee does not conflict with or constitute a breach of the charter or by-laws
of the Institutional Trustee; and

     

    (e)           no
consent, approval or authorization of, or registration with or notice to, any
state or federal banking authority is required for the execution, delivery or
performance by the Institutional Trustee of this Declaration.

     

    Section
12.2.    Representations
of the Delaware Trustee.  The Trustee that
acts as initial Delaware Trustee represents and warrants to the Trust and to the
Sponsor at the date of this Declaration, and each Successor Delaware Trustee
represents and warrants to the Trust and the Sponsor at the time of the
Successor Delaware Trustee’s acceptance of its appointment as Delaware Trustee
that:

     

    (a)           if
it is not a natural person, the Delaware Trustee is duly organized, validly
existing and in good standing under the laws of the State of
Delaware;

     

    (b)           if
it is not a natural person, the execution, delivery and performance by the
Delaware Trustee of this Declaration has been duly authorized by all necessary
corporate action on the part of the Delaware Trustee.  This
Declaration has been duly executed and delivered by the Delaware Trustee, and
under Delaware law (excluding any securities laws) constitutes a legal, valid
and binding obligation of the Delaware Trustee, enforceable against it in
accordance with its terms, subject to applicable bankruptcy, reorganization,
moratorium, insolvency and other similar laws affecting creditors’ rights
generally and to general principles of equity and the discretion of the court
(regardless of whether considered in a proceeding in equity or at
law);

     

    (c)           if
it is not a natural person, the execution, delivery and performance of this
Declaration by the Delaware Trustee does not conflict with or constitute a
breach of the charter or by-laws of the Delaware Trustee;

     

    (d)           it
has trust power and authority to execute and deliver, and to carry out and
perform its obligations under the terms of, this Declaration;

     

    (e)           no
consent, approval or authorization of, or registration with or notice to, any
state or federal banking authority governing the trust powers of the Delaware
Trustee is required for the execution, delivery or performance by the Delaware
Trustee of this Declaration; and

     

    (f)           the
Delaware Trustee is a natural person who is a resident of the State of Delaware
or, if not a natural person, it is an entity which has its principal place of
business in the State of Delaware and, in either case, a Person that satisfies
for the Trust the requirements of Section 3807 of the Statutory Trust
Act.

     

    ARTICLE
XIII.

     

    MISCELLANEOUS

     

    Section
13.1.    Notices.  All
notices provided for in this Declaration shall be in writing, duly signed by the
party giving such notice, and shall be delivered, telecopied (which telecopy
shall be followed by notice delivered or mailed by first class mail) or mailed
by first class mail, as follows:


    
      
         


      

      
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    (a)           if
given to the Trust in care of the Administrators at the Trust’s mailing address
set forth below (or such other address as the Trust may give notice of to the
Holders of the Securities):

     

    Maiden
Capital Financing Trust

    c/o
Maiden Holdings North America, Ltd.

    6000
Midlantic Drive

    Mount
Laurel, NJ 08054

    Attention:
John M. Marshaleck

    Telecopy:  (856)
437-1111

     

    (b)           if
given to the Delaware Trustee, at the Delaware Trustee’s mailing address set
forth below (or such other address as the Delaware Trustee may give notice of to
the Holders of the Securities):

     

    Wilmington
Trust Company

    1100
North Market Street

    Wilmington,
Delaware 19890-1600

    Attention:  Corporate
Trust Administration

    Telecopy:  302-636-4140

     

    (c)           if
given to the Institutional Trustee, at the Institutional Trustee’s mailing
address set forth below (or such other address as the Institutional Trustee may
give notice of to the Holders of the Securities):

     

    Wilmington
Trust Company

    1100
North Market Street

    Wilmington,
Delaware  19890-1600

    Attention:  Corporate
Trust Administration

    Telecopy:  302-636-4140

     

    (d)           if
given to the Holder of the Common Securities, at the mailing address of the
Sponsor set forth below (or such other address as the Holder of the Common
Securities may give notice of to the Trust):

     

    Maiden
Holdings North America, Ltd.

    6000
Midlantic Drive

    Mount
Laurel, NJ 08054

    Attention:
John M. Marshaleck

    Telecopy:
(856) 437-1111

     

    (e)           if
given to any other Holder, at the address set forth on the books and records of
the Trust.


    
      
         


      

      
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    All such
notices shall be deemed to have been given when received in person, telecopied
with receipt confirmed, or mailed by first class mail, postage prepaid except
that if a notice or other document is refused delivery or cannot be delivered
because of a changed address of which no notice was given, such notice or other
document shall be deemed to have been delivered on the date of such refusal or
inability to deliver.

     

    Section
13.2.    Governing
Law.  This Declaration and the rights and obligations of the
parties hereunder shall be governed by and interpreted in accordance with the
law of the State of Delaware and all rights and remedies shall be governed by
such laws without regard to the principles of conflict of laws of the State of
Delaware or any other jurisdiction that would call for the application of the
law of any jurisdiction other than the State of Delaware; provided, however, that there
shall not be applicable to the Trust, the Trustees or this Declaration any
provision of the laws (statutory or common) of the State of Delaware pertaining
to trusts that relate to or regulate, in a manner inconsistent with the terms
hereof (a) the filing with any court or governmental body or agency of
trustee accounts or schedules of trustee fees and charges, (b) affirmative
requirements to post bonds for trustees, officers, agents or employees of a
trust, (c) the necessity for obtaining court or other governmental approval
concerning the acquisition, holding or disposition of real or personal property,
(d) fees or other sums payable to trustees, officers, agents or employees
of a trust, (e) the allocation of receipts and expenditures to income or
principal, or (f) restrictions or limitations on the permissible nature,
amount or concentration of trust investments or requirements relating to the
titling, storage or other manner of holding or investing trust
assets.

     

    Section
13.3.    Intention
of the Parties.  It is the intention of the parties hereto that
the Trust be classified for United States federal income tax purposes as a
grantor trust. The provisions of this Declaration shall be interpreted to
further this intention of the parties.

     

    Section
13.4.    Headings.  Headings
contained in this Declaration are inserted for convenience of reference only and
do not affect the interpretation of this Declaration or any provision
hereof.

     

    Section
13.5.    Successors
and Assigns.  Whenever in this Declaration any of the parties
hereto is named or referred to, the successors and assigns of such party shall
be deemed to be included, and all covenants and agreements in this Declaration
by the Sponsor and the Trustees shall bind and inure to the benefit of their
respective successors and assigns, whether or not so expressed.

     

    Section
13.6.    Partial
Enforceability.  If any provision of this Declaration, or the
application of such provision to any Person or circumstance, shall be held
invalid, the remainder of this Declaration, or the application of such provision
to persons or circumstances other than those to which it is held invalid, shall
not be affected thereby.

     

    Section
13.7.    Information.  For
so long as the Capital Securities are not eligible for resale without
restriction under Rule 144 under the Securities Act, the Sponsor and the Trust
will, during any period in which such information is not available through the
periodic filings of the Parent with the Securities and Exchange Commission, upon
written request of a Holder of Capital Securities provide to such Holder and to
each prospective purchaser (as designated by such Holder), any information
required to be provided by Rule 144A(d)(4) under the Securities
Act.


    
      
         


      

      
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    Section
13.8.    Counterparts.  This
Declaration may contain more than one counterpart of the signature page and this
Declaration may be executed by the affixing of the signature of each of the
Trustees and Administrators to any of such counterpart signature
pages.  All of such counterpart signature pages shall be read as
though one, and they shall have the same force and effect as though all of the
signers had signed a single signature page.

     

    Signatures
appear on the following page


    
      
         


      

      
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    IN
WITNESS WHEREOF, the undersigned have caused these presents to be executed as of
the day and year first above written.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          WILMINGTON TRUST COMPANY

                                        
	
                                          as
      Institutional Trustee

                                        
	 
      	 
      
	
                                          By:

                                        	    /s/ Christopher J.
      Slaybaugh       
	 
      	
                                          Name:
      Christopher J.
      Slaybaugh

                                        
	 
      	
                                          Title:  
      Assistant Vice
      President

                                        
	 
      	 
      
	
                                          WILMINGTON
      TRUST COMPANY

                                        
	
                                          as
      Delaware Trustee

                                        
	 
      	 
      
	
                                          By:

                                        	    /s/ Christopher J.
      Slaybaugh       
	 
      	
                                          Name:
      Christopher J.
      Slaybaugh

                                        
	 
      	
                                          Title:  
      Assistant Vice
      President

                                        
	 
      	 
      
	
                                          MAIDEN HOLDINGS NORTH AMERICA,
      Ltd., as Sponsor

                                        
	 
      	 
      
	
                                          By:

                                        	    /s/ Arturo M.
      Raschbaum       
	 
      	
                                          Name:
      Arturo M.
  Raschbaum

                                        
	 
      	
                                          Title:  
      Chief Executive
    Officer

                                        
	 
      	 
      
	
                                          By:

                                        	   
      /s/ Arturo M. Raschbaum  
	 
      	
                                          Arturo
      M. Raschbaum, Administrator

                                        
	 
      	 
      
	
                                          By:

                                        	   
      /s/ John M. Marshaleck  
	 
      	
                                          John
      M. Marshaleck, Administrator

                                        
	 
      	 
      
	
                                          By:

                                        	    /s/
      Karen L. Schmitt    
	 
      	
                                          Karen
      L. Schmitt,
Administrator

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
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    ANNEX
I

    


    TERMS OF
SECURITIES

    


    Pursuant
to Section 6.1 of the Amended and Restated Declaration of Trust, dated as of
January 20, 2009 (as amended from time to time, the “Declaration”), the
designation, rights, privileges, restrictions, preferences and other terms and
provisions of the Capital Securities and the Common Securities are set out below
(each capitalized term used but not defined herein has the meaning set forth in
the Declaration):

     

    1.           Designation and
Number.

     

    (a)           260,000
Fixed Rate Capital Securities of Maiden Capital Financing Trust (the “Trust”), with an
aggregate stated liquidation amount with respect to the assets of the Trust of
Two Hundred Sixty Million Dollars ($260,000,000) and a stated liquidation amount
with respect to the assets of the Trust of $1,000.00 per Capital Security, are
hereby designated for the purposes of identification only as the “Capital
Securities”.  The Capital Security Certificates evidencing the
Capital Securities shall be substantially in the form of Exhibit A-1 to the
Declaration, with such changes and additions thereto or deletions therefrom as
may be required by ordinary usage, custom or practice.

     

    (b)           8,050
Fixed Rate Common Securities of the Trust (the “Common Securities”)
will be evidenced by Common Security Certificates substantially in the form of
Exhibit A-2 to the Declaration, with such changes and additions thereto or
deletions therefrom as may be required by ordinary usage, custom or
practice.

     

    2.           Distributions.

     

    (a)           Distributions
will be payable on each Security for the period beginning on (and including) the
date of original issuance and ending on (but excluding) the Maturity Date at a
rate per annum of the Distribution Rate, such rate being the rate of interest
payable on the Debentures to be held by the Institutional
Trustee.  Distributions in arrears for more than one quarterly period
will bear interest thereon compounded quarterly at the Distribution Rate (to the
extent permitted by law).  Distributions, as used herein, include cash
distributions, any such compounded distributions and any Additional Sums payable
on the Debentures unless otherwise noted.  A Distribution is payable
only to the extent that payments are made in respect of the Debentures held by
the Institutional Trustee and to the extent the Institutional Trustee has funds
available therefor.  The amount of the Distribution payable will be
computed on the basis of a 360-day year of twelve 30-day months, it being
understood that if a Distribution is payable on a non Business Day, and the
Distribution Payment Date is on the next succeeding Business Day, no additional
interest or other Distributions shall accrue in respect of any such
delay.  All percentages resulting from any calculations on the Capital
Securities will be rounded, if necessary, to the nearest one hundred-thousandth
of a percentage point, with five one-millionths of a percentage point rounded
upward (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655),
and all dollar amounts used in or resulting from such calculation will be
rounded to the nearest cent (with one-half cent being rounded
upward)).

     

    “Distribution Rate”
means the rate per annum of 14%.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Maturity Date” means
January 15, 2039.

     

    (b)           Distributions
on the Securities will be cumulative, will accrue from the date of original
issuance, and will be payable, subject to extension of distribution payment
periods as described herein, quarterly in arrears on January 15, April 15, July
15 and October 15, of each year or if such day is not a Business Day, then the
next succeeding Business Day (each a “Distribution Payment
Date”), commencing on the Distribution Payment Date in April 2009 when,
as and if available for payment.  The Debenture Issuer has the right
under the Indenture to defer payments of interest on the Debentures, so long as
no Indenture Event of Default has occurred and is continuing, by deferring the
payment of interest on the Debentures for up to 20 consecutive quarterly periods
(each an “Extension
Period”) at any time and from time to time, subject to the conditions
described below, during which Extension Period no interest shall be due and
payable.  During any Extension Period, interest will continue to
accrue on the Debentures, and interest on such accrued interest will accrue at
an annual rate equal to the Distribution Rate in effect for each such Extension
Period, compounded quarterly (from the date such interest would have been
payable were it not for the Extension Period, to the extent permitted by law
(such interest referred to herein as “Additional Interest”)
during any Extension Period.  No Extension Period may end on a date
other than a Distribution Payment Date.  At the end of any such
Extension Period the Debenture Issuer shall pay all interest then accrued and
unpaid on the Debentures (together with Additional Interest thereon); provided, however, that no
Extension Period may extend beyond the Maturity Date and provided further, however, that during
any such Extension Period, the Debenture Issuer shall not, and shall not permit
any Affiliate of the Debenture Issuer controlled by the Debenture Issuer
(including, without limitation, any entity issuing Trust Preferred Securities)
to, (i) declare or pay any dividends or distributions on, or repay,
repurchase, redeem, acquire, or make a liquidation payment with respect to, any
of the Debenture Issuer’s or such Affiliates’ common stock or preferred stock
(including, without limitation, Trust Preferred Securities)  (other
than payments of dividends or distributions to the Debenture Issuer or a
Subsidiary of the Debenture Issuer) or make any guarantee payments with respect
to the foregoing, or (ii) make any payment of principal of or interest or
premium, if any, on or repay, repurchase or redeem any debt securities of the
Debenture Issuer or any Affiliate of the Debenture Issuer controlled by the
Debenture Issuer that rank pari passu in all
respects with or junior in interest to the Debentures or (iii) enter into, amend
or modify any contract with a shareholder holding more than 10% of the
outstanding shares of common stock of the Sponsor that could require cash
payments by the Sponsor to such shareholder (other than, with respect to
clauses (i) and (ii) above, (a) repurchases, redemptions or other
acquisitions of shares of capital stock of the Debenture Issuer or any
Subsidiary of the Debenture Issuer in connection with any employment contract,
benefit plan or other similar arrangement with or for the benefit of one or more
employees, officers, directors or consultants, in connection with a dividend
reinvestment or stockholder stock purchase plan or in connection with the
issuance of capital stock of the Debenture Issuer or of such Subsidiary (or
securities convertible into or exercisable for such capital stock) as
consideration in an acquisition transaction entered into prior to the applicable
Extension Period, (b) as a result of any exchange or conversion of any
class or series of the Debenture Issuer’s capital stock (or any capital stock of
a Subsidiary of the Debenture Issuer) for any class or series of the Debenture
Issuer’s capital stock (or in the case of a Subsidiary of the Debenture Issuer,
any class or series of such Subsidiary’s capital stock) or of any class or
series of the Debenture Issuer’s indebtedness for any class or series of the
Debenture Issuer’s capital stock (or in the case of indebtedness of a Subsidiary
of the Debenture Issuer, of any class or series of such Subsidiary’s
indebtedness for any class or series of such Subsidiary’s capital stock),
(c) the purchase of fractional interests in shares of the Debenture
Issuer’s capital stock (or the capital stock of a Subsidiary of the Sponsor)
pursuant to the conversion or exchange provisions of such capital stock or the
security being converted or exchanged, (d) any declaration of a dividend in
connection with any stockholders’ rights plan, or the issuance of rights, stock
or other property under any stockholders’ rights plan, or the redemption or
repurchase of rights pursuant thereto, (e) any dividend in the form of
stock, warrants, options or other rights where the dividend stock or the stock
issuable upon exercise of such warrants, options or other rights is the same
stock as that on which the dividend is being paid or ranks pari passu with or junior to
such stock and any cash payments in lieu of fractional shares issued in
connection therewith, or (f)  payments under the Guarantee; and other than,
with respect to clause (iii) above, (A) any reinsurance or other risk
transfer, producer, intermediary, claims management, underwriting, investment
management, administrative or services agreement between (I) an insurance
company Affiliate of the Debenture Issuer and (II) the Parent or one of its
subsidiaries that is not a subsidiary of the Debenture Issuer (a "Maiden BDA Company"),
so long as such agreement has been approved or is permitted as an agreement with
an affiliate by the governmental authority that regulates insurance companies in
the jurisdiction in which such insurance company subsidiary of the Debenture
Issuer is domiciled or the laws of such domiciliary jurisdiction, or (B) any
producer, intermediary, claims management, underwriting, investment management,
administrative or services agreement between (I) the Debenture Issuer or
one of its non-insurance company Affiliates and (II) a Maiden BDA Company,
so long as such agreement is on terms no less favorable to the Debenture Issuer
or its non-insurance company Affiliate than arm’s-length
terms).  Prior to the termination of any Extension Period, the
Debenture Issuer may further extend such period, provided that such period
together with all such previous and further consecutive extensions thereof shall
not exceed 20 consecutive quarterly periods, or extend beyond the Maturity
Date.  Upon the termination of any Extension Period and upon the
payment of all accrued and unpaid interest and Additional Interest, the
Debenture Issuer may commence a new Extension Period, subject to the foregoing
requirements.  No interest or Additional Interest shall be due and
payable during an Extension Period, except at the end thereof, but each
installment of interest that would otherwise have been due and payable during
such Extension Period shall bear Additional Interest.  During any
Extension Period, Distributions on the Securities shall be deferred for a period
equal to the Extension Period.  If Distributions are deferred, the
Distributions due shall be paid on the date that the related Extension Period
terminates, to Holders of the Securities as they appear on the books and records
of the Trust on the record date immediately preceding such
date.  Distributions on the Securities must be paid on the dates
payable (after giving effect to any Extension Period) to the extent that the
Trust has funds available for the payment of such distributions in the Property
Account of the Trust.  The Trust’s funds available for Distribution to
the Holders of the Securities will be limited to payments received from the
Debenture Issuer.  The payment of Distributions out of moneys held by
the Trust is guaranteed by the Guarantor pursuant to the Guarantee and by the
Parent pursuant to the Parent Guarantee.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)           Distributions
on the Securities will be payable to the Holders thereof as they appear on the
books and records of the Trust on the relevant record dates.  The
relevant record dates shall be 15 days before the relevant Distribution Payment
Date.  Distributions payable on any Securities that are not punctually
paid on any Distribution Payment Date, as a result of the Debenture Issuer
having failed to make a payment under the Debentures, as the case may be, when
due (taking into account any Extension Period), will cease to be payable to the
Person in whose name such Securities are registered on the relevant record date,
and such defaulted Distribution will instead be payable to the Person in whose
name such Securities are registered on the special record date or other
specified date determined in accordance with the Indenture.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d)           In
the event that there is any money or other property held by or for the Trust
that is not accounted for hereunder, such property shall be distributed Pro Rata
(as defined herein) among the Holders of the Securities.

     

    3.           Liquidation Distribution
Upon Dissolution.  In the event of the voluntary or involuntary
liquidation, dissolution, winding-up or termination of the Trust (each a “Liquidation”) other
than in connection with a redemption of the Debentures, the Holders of the
Securities will be entitled to receive out of the assets of the Trust available
for distribution to Holders of the Securities, after satisfaction of liabilities
to creditors of the Trust (to the extent not satisfied by the Debenture Issuer),
distributions equal to the lesser of (i) the aggregate of the stated liquidation
amount of $1,000.00 per Security plus accrued and unpaid Distributions thereon
to the date of payment, to the extent the Trust shall have funds available
therefor, and (ii) the amount of assets of the Trust remaining available for
contributions to Holders in liquidation of the Trust (such amount being, the
“Liquidation
Distribution”), unless in connection with such Liquidation, the
Debentures in an aggregate stated principal amount equal to the aggregate stated
liquidation amount of such Securities, with an interest rate equal to the
Distribution Rate of, and bearing accrued and unpaid interest in an amount equal
to the accrued and unpaid Distributions on, and having the same record date as,
such Securities, after paying or making reasonable provision to pay all claims
and obligations of the Trust in accordance with the Statutory Trust Act, shall
be distributed on a Pro Rata basis to the Holders of the Securities in exchange
for such Securities.

     

    The
Sponsor, as the Holder of all of the Common Securities, has the right at any
time to dissolve the Trust (including, without limitation, upon the occurrence
of a Special Event) and, after satisfaction of liabilities to creditors of the
Trust, cause the Debentures to be distributed to the Holders of the Securities
on a Pro Rata basis in accordance with the aggregate stated liquidation amount
thereof.

     

    If a
Liquidation of the Trust occurs as described in clause (i), (ii), (iii) or
(v) in Section 7.1(a) of the Declaration, the Trust shall be liquidated by the
Institutional Trustee as expeditiously as it determines to be possible by
distributing, after satisfaction of liabilities to creditors of the Trust, to
the Holders of the Securities, the Debentures on a Pro Rata basis to the extent
not satisfied by the Debenture Issuer, unless such distribution is determined by
the Institutional Trustee not to be practical, in which event such Holders will
be entitled to receive out of the assets of the Trust available for distribution
to the Holders, after satisfaction of liabilities of creditors of the Trust to
the extent not satisfied by the Debenture Issuer, an amount equal to the
Liquidation Distribution.  An early Liquidation of the Trust pursuant
to clause (iv) of Section 7.1(a) of the Declaration shall occur if the
Institutional Trustee determines that such Liquidation is possible by
distributing, after satisfaction of liabilities to creditors of the Trust, to
the Holders of the Securities on a Pro Rata basis, the Debentures, and such
distribution occurs.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    If, upon
any such Liquidation the Liquidation Distribution can be paid only in part
because the Trust has insufficient assets available to pay in full the aggregate
Liquidation Distribution, then the amounts payable directly by the Trust on such
Capital Securities shall be paid to the Holders of the Securities on a Pro Rata
basis, except that if an Event of Default has occurred and is continuing, the
Capital Securities shall have a preference over the Common Securities with
regard to such distributions.

     

    After the
date for any distribution of the Debentures upon dissolution of the Trust
(i) the Securities of the Trust will be deemed to be no longer outstanding,
(ii) upon surrender of a Holder’s Securities certificate, such Holder of
the Securities will receive a certificate representing the Debentures to be
delivered upon such distribution, (iii) any certificates representing the
Securities still outstanding will be deemed to represent undivided beneficial
interests in such of the Debentures as have an aggregate principal amount equal
to the aggregate stated liquidation amount with an interest rate identical to
the Distribution Rate of, and bearing accrued and unpaid interest equal to
accrued and unpaid distributions on, the Securities until such certificates are
presented to the Debenture Issuer or its agent for transfer or reissuance (and
until such certificates are so surrendered, no payments of interest or principal
shall be made to Holders of Securities in respect of any payments due and
payable under the Debentures; provided, however that such
failure to pay shall not be deemed to be an Event of Default and shall not
entitle the Holder to the benefits of the Guarantee or the Parent Guarantee),
and (iv) all rights of Holders of Securities under the Declaration shall
cease, except the right of such Holders to receive Debentures upon surrender of
certificates representing such Securities.

     

    4.           Redemption and
Distribution.

     

    (a)           The
Debentures will mature on January 15, 2039. The Debentures may be redeemed by
the Debenture Issuer, in whole or in part on any Distribution Payment Date, at
the Optional Redemption Price.  In addition, the Debentures may be
redeemed by the Debenture Issuer at the Special Redemption Price, in whole but
not in part, at any Distribution Payment Date, upon the occurrence and
continuation of a Special Event within 120 days following the occurrence of
such Special Event at the Special Redemption Price, upon not less than
30 nor more than 60 days’ notice to holders of such Debentures so long
as such Special Event is continuing.  All certificates,
communications, opinions, determinations, calculations, quotations and decisions
given, expressed, made or  obtained for the purposes of the provisions
relating to the payment and calculation of the Special Redemption Price on the
Debentures or the Capital Securities by the Debenture Trustee or the
Institutional Trustee, as the case may be, shall (in the absence of willful
default, bad faith or manifest error) be final, conclusive and binding on the
holders of the Debentures and the Capital Securities, the Trust and the Sponsor,
and no liability shall attach (except as provided above) to the Debenture
Trustee or the Institutional Trustee in connection with the exercise or
non-exercise by any of them of their respective powers, duties and
discretion.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Maturity Date” means
January 15, 2039.

     

    “Optional Redemption
Date” shall mean the date fixed for the redemption of Capital Securities,
which shall be any Distribution Payment Date.

     

    “Optional Redemption
Price” means means (a) if the Optional Redemption Date is before the
Interest Payment Date in January, 2014, 114% of the principal amount of the
Debentures, plus accrued and unpaid interest (including Additional Interest) on
the Debentures to the Optional Redemption Date, or (b) if the Optional
Redemption Date is on or after the Interest Payment Date in January, 2014, 100%
of the principal amount of the Debentures being redeemed, plus accrued and
unpaid interest (including any Additional Interest) on such Debentures to the
Optional Redemption Date.

     

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

     

    “Special Redemption
Date” means a date on which a Special Event redemption occurs, which
shall be any Distribution Payment Date.

     

    “Special Redemption
Price” means (a) if the Special Event is before the Interest Payment
Date in January, 2014, 114% of the principal amount of the Debentures, plus
accrued and unpaid interest (including Additional Interest) on the Debentures to
the Special Redemption Date, or (b) if the Special Event is on or after the
Interest Payment Date in January, 2014, 100% of the principal amount of the
Debentures being redeemed, plus accrued and unpaid interest (including any
Additional Interest) on such Debentures to the Special Redemption
Date.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)           Upon
the repayment in full at maturity or redemption in whole or in part of the
Debentures (other than following the distribution of the Debentures to the
Holders of the Securities), the proceeds from such repayment or payment shall
concurrently be applied to redeem Pro Rata at the applicable Optional Redemption
Price or Special Redemption Price, as applicable, Securities having an aggregate
liquidation amount equal to the aggregate principal amount of the Debentures so
repaid or redeemed; provided, however, that holders
of such Securities shall be given not less than 30 nor more than 60 days’ notice
of such redemption (other than at the scheduled maturity of the
Debentures).

     

    (c)           If
fewer than all the outstanding Securities are to be so redeemed, the Common
Securities and the Capital Securities will be redeemed Pro Rata and the Capital
Securities to be redeemed will be redeemed Pro Rata from each Holder of Capital
Securities.

     

    (d)           The
Trust may not redeem fewer than all the outstanding Capital Securities unless
all accrued and unpaid Distributions have been paid on all Capital Securities
for all quarterly Distribution periods terminating on or before the date of
redemption.

     

    (e)           Redemption or Distribution
Procedures.

     

    (i)           Notice
of any redemption of or notice of distribution of the Debentures in exchange
for, the Securities (a “Redemption/Distribution
Notice”) will be given by the Trust by mail to each Holder of Securities
to be redeemed or exchanged not fewer than 30 nor more than 60 days before the
date fixed for redemption or exchange thereof which, in the case of a
redemption, will be the date fixed for redemption of the Debentures. For
purposes of the calculation of the date of redemption or exchange and the dates
on which notices are given pursuant to this paragraph 4(e)(i), a
Redemption/Distribution Notice shall be deemed to be given on the day such
notice is first mailed by first-class mail, postage prepaid, to Holders of such
Securities. Each Redemption/Distribution Notice shall be addressed to the
Holders of such Securities at the address of each such Holder appearing on the
books and records of the Trust. No defect in the Redemption/Distribution Notice
or in the mailing thereof with respect to any Holder shall affect the validity
of the redemption or exchange proceedings with respect to any other
Holder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii)           If
the Securities are to be redeemed and the Trust gives a Redemption/ Distribution
Notice, which notice may only be issued if the Debentures are redeemed as set
out in this paragraph 4 (which notice will be irrevocable), then, provided that the
Institutional Trustee has a sufficient amount of cash in connection with the
related redemption or maturity of the Debentures, the Institutional Trustee
will, with respect to Book Entry Capital Securities, irrevocably deposit with
the Depositary for such Book Entry Capital Securities, to the extent available
therefor, funds sufficient to pay the relevant Optional Redemption Price or
Special Redemption Price and will give such Depositary irrevocable instructions
and authority to pay such Optional Redemption Price or Special Redemption Price,
as applicable, to the Owners of the Capital Securities and with respect to
Capital Securities that are not Book Entry Capital Securities, the Institutional
Trustee will pay, to the extent available therefor, the relevant Optional
Redemption Price or Special Redemption Price, as applicable, to the Holders of
such Securities by check mailed to the address of each such Holder appearing on
the books and records of the Trust on the Optional Redemption Date or Special
Redemption Date.  All distributions of the Optional Redemption Price
upon the redemption of less than all of the Capital Securities shall be
distributed to the Holders of the Capital Securities pro rata.  If a
Redemption/Distribution Notice shall have been given and funds deposited as
required then immediately prior to the close of business on the date of such
deposit Distributions will cease to accrue on the Securities so called for
redemption and all rights of Holders of such Securities so called for redemption
will cease, except the right of the Holders of such Securities to receive the
applicable Optional Redemption Price or Special Redemption Price specified in
paragraph 4(a), but without interest on such Optional Redemption Price or
Special Redemption Price.  If any date fixed for redemption of
Securities is not a Business Day, then payment of any such Optional Redemption
Price or Special Redemption Price payable on such date will be made on the next
succeeding day that is a Business Day.  If payment of the Optional
Redemption Price or Special Redemption Price in respect of any Securities is
improperly withheld or refused and not paid either by the Trust or by the
Debenture Issuer as guarantor pursuant to the Guarantee or by the Parent as
guarantor pursuant to the Parent Guarantee, Distributions on such Securities
will continue to accrue at the Distribution Rate from the original Optional
Redemption Date or Special Redemption Date to the actual date of payment, in
which case the actual payment date will be considered the date fixed for
redemption for purposes of calculating the Optional Redemption Price or Special
Redemption Price.  In the event of any redemption of the Capital
Securities issued by the Trust in part, the Trust shall not be required to
(i) issue, register the transfer of or exchange any Security during a
period beginning at the opening of business 15 days before any selection for
redemption of the Capital Securities and ending at the close of business on the
earliest date on which the relevant notice of redemption is deemed to have been
given to all Holders of the Capital Securities to be so redeemed, or
(ii) register the transfer of or exchange any Capital Securities so
selected for redemption, in whole or in part, except for the unredeemed portion
of any Capital Securities being redeemed in part.

     

    (iii)           Redemption/Distribution
Notices shall be sent by the Administrators on behalf of the Trust to
(A) in respect of the Capital Securities, the Holders thereof and
(B) in respect of the Common Securities, the Holder thereof.

     

    (iv)           Subject
to paragraph 2(b) hereof and applicable law (including, without limitation,
United States federal securities laws), and provided that the acquiror is not
the Holder of the Common Securities or the obligor under the Indenture or a
subsidiary of such Person, the Sponsor or any of its subsidiaries may at any
time and from time to time purchase outstanding Capital Securities by tender, in
the open market or by private agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (f)           Right to Require Purchase of
Capital Securities and Redemption of Debentures.

     

    (i)           If
a Change of Control (as defined in the Indenture) occurs, a Holder of Capital
Securities will have the right, at its option, to require the Trust to direct
the Debenture Issuer to purchase a portion of the Principal Amount of the
Debentures in an amount equal to all or a portion of the stated liquidation
amount of such Holder’s Capital Securities, at a price, as of the date of the
occurrence of the Change of Control, equal to the Optional Redemption Price of
the Debentures to be repurchased plus accrued and unpaid interest (including any
Additional Interest), to but not including the Change of Control Purchase Date
(as defined below) (the “Change of Control Purchase Price”), before the date
that is 45 days after the date of the Issuer’s Change of Control Notice (the
“Change of Control Purchase Date”), subject to satisfaction by or on behalf of
the Holder of the requirements set forth in Section 4(f)(iii).

     

    At least
five Business Days before the Change of Control Notice Date (as defined below),
unless a shorter period is acceptable to the Institutional Trustee, the Sponsor
shall deliver an Officers’ Certificate to the Institutional Trustee specifying
the information required by Section 4(f)(ii).

     

    (ii) No
later than 15 days after the occurrence of a Change in Control, the Sponsor
shall mail a written notice (the “Change of Control Notice”) of the Change of
Control (the date of such mailing, the “Change of Control Notice Date”) by
first-class mail to the Debenture Trustee, to the Institutional Trustee and to
each Holder of Capital Securities (and to beneficial owners as required by
applicable law).  The notice shall include a form of Change of Control
Purchase Notice to be completed by the Holder and shall state:

     

    (A)           briefly,
the nature of the Change of Control and the date of such Change of Control and
the repurchase right arising as a result of the Change of Control;

     

    (B)           the
date by which the Change of Control Purchase Notice pursuant to this Section
4(f) must be given;

     

    (C)           the
Change of Control Purchase Date;

     

    (D)           the
Change of Control Purchase Price;

     

    (E)           the
name and address of the Paying Agent;

     

    (F)           that
the Capital Securities must be surrendered to the Paying Agent together with a
Change of Control Purchase Notice to collect payment;

     

    (G)           that
the Change of Control Purchase Price for any Capital Securities as to which a
Change of Control Purchase Notice (as defined below) has been duly given will be
paid promptly following the later of the Change of Control Purchase Date and the
time of surrender of such Capital Security as described in (F);

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (H)           briefly,
the procedures the Holder must follow to exercise rights under this Section 4(f)
and the procedures for withdrawing such exercise of rights;

     

    (I)           that,
unless the Debenture Issuer defaults in making payment of such Change of Control
Purchase Price, interest, if any, on Capital Securities surrendered for purchase
and on a corresponding principal amount of Debentures will cease to accrue on
and after the Change of Control Purchase Date and the only remaining right of
the Holders of such Capital Securities is to receive payment of the Purchase
Price upon surrender to the Paying Agent of the Capital Securities purchased;
and

     

    (J)           the
CUSIP number(s) of the Capital Securities.

     

    (iii)           A
Holder may exercise its rights specified in Section 4(f)(i) upon delivery of a
written notice of purchase in substantially the form on the reverse of the
Capital Security (a “Change of Control Purchase Notice”) to the Paying Agent at
any time on or prior to the Change of Control Purchase Date,
stating:

     

    (A)           the
certificate number, if applicable, of the Capital Security which the Holder will
deliver to be purchased or the appropriate Depositary procedure if certificated
Securities have not been issued;

     

    (B)           the
number of Capital Securities which the Holder will deliver to be purchased,
which must be an integral number thereof; and

     

    (C)           that
such Capital Security shall be purchased pursuant to the terms and conditions
specified in Section 10.5 of the Indenture, Section 4(f) of Annex I to the Trust
Agreement and the Capital Securities and Debentures.

     

    (iv)           If
certificated, the delivery of such Capital Security to the Paying Agent with the
Change of Control Purchase Notice (together with all necessary endorsements) at
the offices of the Paying Agent shall be a condition to the receipt by the
Holder of the Change of Control Purchase Price therefor; provided, however, that
such Change of Control Purchase Price shall be so paid pursuant to this Section
4(f) only if the Capital Security so delivered to the Paying Agent shall conform
in all material respects to the description thereof set forth in the related
Change of Control Purchase Notice.

     

    (v)           A
Holder may withdraw any Change of Control Purchase Notice by delivering a
written notice of withdrawal to the Paying Agent prior to the close of business
on the day prior to the Change of Control Purchase Date.  The
withdrawal notice must state:

     

    (A)           the
liquidation amount of the withdrawn Capital Securities;

     

    (B)           if
certificated Securities have been issued, the certificate numbers of the
withdrawn Capital Securities (or, if the Capital Securities are not
certificated, the withdrawal notice must comply with appropriate DTC
procedures); and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (C)           the
liquidation amount, if any, which remains subject to the Change of Control
Purchase Notice.

     

    (vi)           The
Trustee shall direct the Debenture Issuer to purchase from the Trust a principal
amount of Debentures equal to the liquidation amount of the Capital Securities
designated for purchase in the Change of Control Purchase Notice, and the Trust
shall deliver to the Holder the Change of Control Purchase Price in exchange for
such Capital Securities so designated in the Change of Control Purchase Notice,
provided that the liquidation amount of such Capital Securities so designated is
$1,000 or an integral multiple of $1,000 in excess
thereof.  Provisions of this Section 4(f) that apply to the purchase
of all of a Capital Security also apply to the purchase of such portion of such
Capital Security.

     

    (vii)           Any
purchase by the Debenture Issuer contemplated pursuant to the provisions of this
Section 4(f) shall be consummated by the delivery of the consideration to be
received by the Holder on the Change of Control Purchase Date.

     

    5.           Voting Rights - Capital
Securities.

     

    (a)           Except
as provided under paragraphs 5(b) and 7 and as otherwise required by law
and the Declaration, the Holders of the Capital Securities will have no voting
rights. The Administrators are required to call a meeting of the Holders of the
Capital Securities if directed to do so by Holders of at least 10% in
liquidation amount of the Capital Securities.

     

    (b)           Subject
to the requirements of obtaining a tax opinion by the Institutional Trustee in
certain circumstances set forth in the last sentence of this paragraph, the
Holders of a Majority in liquidation amount of the Capital Securities, voting
separately as a class, have the right to direct the time, method, and place of
conducting any proceeding for any remedy available to the Institutional Trustee,
or exercising any trust or power conferred upon the Institutional Trustee under
the Declaration, including the right to direct the Institutional Trustee, as
holder of the Debentures, to (i) exercise the remedies available under the
Indenture as the holder of the Debentures, (ii) waive any past default that
is waivable under the Indenture, (iii) exercise any right to rescind or
annul a declaration that the principal of all the Debentures shall be due and
payable, or (iv) consent on behalf of all the Holders of the Capital
Securities to any amendment, modification or termination of the Indenture or the
Debentures where such consent shall be required; provided, however, that, where
a consent or action under the Indenture would require the consent or act of the
holders of greater than a simple majority in aggregate principal amount of
Debentures (a “Super
Majority”) affected thereby, the Institutional Trustee may only give such
consent or take such action at the written direction of the Holders of at least
the proportion in liquidation amount of the Capital Securities outstanding which
the relevant Super Majority represents of the aggregate principal amount of the
Debentures outstanding. If the Institutional Trustee fails to enforce its rights
under the Debentures after the Holders of a Majority in liquidation amount of
such Capital Securities have so directed the Institutional Trustee, to the
fullest extent permitted by law, a Holder of the Capital Securities may
institute a legal proceeding directly against the Debenture Issuer to enforce
the Institutional Trustee’s rights under the Debentures without first
instituting any legal proceeding against the Institutional Trustee or any other
person or entity. Notwithstanding the foregoing, if an Event of Default has
occurred and is continuing and such event is attributable to the failure of the
Debenture Issuer to pay interest or principal on the Debentures on the date the
interest or principal is payable (or in the case of redemption, the Optional
Redemption Date or the Special Redemption Date, as applicable), then a Holder of
record of the Capital Securities may directly institute a proceeding for
enforcement of payment on or after the respective due dates specified in the
Debentures, to such Holder directly of the principal of or interest on the
Debentures having an aggregate principal amount equal to the aggregate
liquidation amount of the Capital Securities of such Holder. The Institutional
Trustee shall notify all Holders of the Capital Securities of any default
actually known to the Institutional Trustee with respect to the Debentures
unless (x) such default has been cured prior to the giving of such notice,
or (y) the Institutional Trustee determines in good faith that the
withholding of such notice is in the interest of the Holders of such Capital
Securities, except where the default relates to the payment of principal of or
interest on any of the Debentures. Such notice shall state that such Indenture
Event of Default also constitutes an Event of Default hereunder. Except with
respect to directing the time, method and place of conducting a proceeding for a
remedy, the Institutional Trustee shall not take any of the actions described in
clauses (i), (ii) or (iii) above unless the Institutional Trustee has
obtained an opinion of tax counsel to the effect that, as a result of such
action, the Trust will not be classified as other than a grantor trust for
United States federal income tax purposes.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    In the
event the consent of the Institutional Trustee, as the holder of the Debentures
is required under the Indenture with respect to any amendment, modification or
termination of the Indenture, the Institutional Trustee shall request the
direction of the Holders of the Securities with respect to such amendment,
modification or termination and shall vote with respect to such amendment,
modification or termination as directed by a Majority in liquidation amount of
the Securities voting together as a single class; provided, however, that where a
consent under the Indenture would require the consent of a Super-Majority, the
Institutional Trustee may only give such consent at the direction of the Holders
of at least the proportion in liquidation amount of the Securities outstanding
which the relevant Super-Majority represents of the aggregate principal amount
of the Debentures outstanding. The Institutional Trustee shall not take any such
action in accordance with the directions of the Holders of the Securities unless
the Institutional Trustee has obtained an opinion of tax counsel to the effect
that, as a result of such action, the Trust will not be classified as other than
a grantor trust for United States federal income tax purposes.

     

    A waiver
of an Indenture Event of Default will constitute a waiver of the corresponding
Event of Default hereunder. Any required approval or direction of Holders of the
Capital Securities may be given at a separate meeting of Holders of the Capital
Securities convened for such purpose, at a meeting of all of the Holders of the
Securities in the Trust or pursuant to written consent. The Institutional
Trustee will cause a notice of any meeting at which Holders of the Capital
Securities are entitled to vote, or of any matter upon which action by written
consent of such Holders is to be taken, to be mailed to each Holder of record of
the Capital Securities. Each such notice will include a statement setting forth
the following information (i) the date of such meeting or the date by which
such action is to be taken, (ii) a description of any resolution proposed
for adoption at such meeting on which such Holders are entitled to vote or of
such matter upon which written consent is sought, and (iii) instructions
for the delivery of proxies or consents. No vote or consent of the Holders of
the Capital Securities will be required for the Trust to redeem and cancel
Capital Securities or to distribute the Debentures in accordance with the
Declaration and the terms of the Securities.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
that Holders of the Capital Securities are entitled to vote or consent under any
of the circumstances described above, any of the Capital Securities that are
owned by the Sponsor or any Affiliate of the Sponsor shall not entitle the
Holder thereof to vote or consent and shall, for purposes of such vote or
consent, be treated as if such Capital Securities were not
outstanding.

     

    In no
event will Holders of the Capital Securities have the right to vote to appoint,
remove or replace the Administrators, which voting rights are vested exclusively
in the Sponsor as the Holder of all of the Common Securities of the
Trust.  Under certain circumstances as more fully described in the
Declaration, Holders of Capital Securities have the right to vote to appoint,
remove or replace the Institutional Trustee and the Delaware
Trustee.

     

    6.           Voting Rights - Common
Securities.

     

    (a)           Except
as provided under paragraphs 6(b), 6(c) and 7 and as otherwise required by
law and the Declaration, the Common Securities will have no voting
rights.

     

    (b)           The
Holders of the Common Securities are entitled, in accordance with
Article IV of the Declaration, to vote to appoint, remove or replace any
Administrators.

     

    (c)           Subject
to Section 6.9 of the Declaration and only after each Event of Default (if any)
with respect to the Capital Securities has been cured, waived, or otherwise
eliminated and subject to the requirements of the second to last sentence of
this paragraph, the Holders of a Majority in liquidation amount of the Common
Securities, voting separately as a class, may direct the time, method, and place
of conducting any proceeding for any remedy available to the Institutional
Trustee, or exercising any trust or power conferred upon the Institutional
Trustee under the Declaration, including (i) directing the time, method,
place of conducting any proceeding for any remedy available to the Debenture
Trustee, or exercising any trust or power conferred on the Debenture Trustee
with respect to the Debentures, (ii) waiving any past default and its
consequences that is waivable under the Indenture, or (iii) exercising any
right to rescind or annul a declaration that the principal of all the Debentures
shall be due and payable; provided, however, that, where
a consent or action under the Indenture would require a Super Majority, the
Institutional Trustee may only give such consent or take such action at the
written direction of the Holders of at least the proportion in liquidation
amount of the Common Securities which the relevant Super Majority represents of
the aggregate principal amount of the Debentures outstanding. Notwithstanding
this paragraph 6(c), the Institutional Trustee shall not revoke any action
previously authorized or approved by a vote or consent of the Holders of the
Capital Securities. Other than with respect to directing the time, method and
place of conducting any proceeding for any remedy available to the Institutional
Trustee or the Debenture Trustee as set forth above, the Institutional Trustee
shall not take any action described in (i), (ii) or (iii) above, unless the
Institutional Trustee has obtained an opinion of tax counsel to the effect that
for the purposes of United States federal income tax the Trust will not be
classified as other than a grantor trust on account of such action. If the
Institutional Trustee fails to enforce its rights under the Declaration to the
fullest extent permitted by law, any Holder of the Common Securities may
institute a legal proceeding directly against any Person to enforce the
Institutional Trustee’s rights under the Declaration, without first instituting
a legal proceeding against the Institutional Trustee or any other
Person.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Any
approval or direction of Holders of the Common Securities may be given at a
separate meeting of Holders of the Common Securities convened for such purpose,
at a meeting of all of the Holders of the Securities in the Trust or pursuant to
written consent.  The Administrators will cause a notice of any
meeting at which Holders of the Common Securities are entitled to vote, or of
any matter upon which action by written consent of such Holders is to be taken,
to be mailed to each Holder of the Common Securities. Each such notice will
include a statement setting forth (i) the date of such meeting or the date
by which such action is to be taken, (ii) a description of any resolution
proposed for adoption at such meeting on which such Holders are entitled to vote
or of such matter upon which written consent is sought, and
(iii) instructions for the delivery of proxies or consents.

     

    No vote
or consent of the Holders of the Common Securities will be required for the
Trust to redeem and cancel Common Securities or to distribute the Debentures in
accordance with the Declaration and the terms of the Securities.

     

    7.           Amendments to Declaration
and Indenture.

     

    (a)           In
addition to any requirements under Section 11.1 of the Declaration, if any
proposed amendment to the Declaration provides for, or the Trustees, Sponsor or
Administrators otherwise propose to effect, (i) any action that would
adversely affect the powers, preferences or special rights of the Securities,
whether by way of amendment to the Declaration or otherwise, or (ii) the
Liquidation of the Trust, other than as described in Section 7.1 of the
Declaration, then the Holders of outstanding Securities, voting together as a
single class, will be entitled to vote on such amendment or proposal and such
amendment or proposal shall not be effective except with the approval of the
Holders of at least a Majority in liquidation amount of the Securities, affected
thereby; provided, however, if any
amendment or proposal referred to in clause (i) above would adversely
affect only the Capital Securities or only the Common Securities, then only the
affected Securities will be entitled to vote on such amendment or proposal and
such amendment or proposal shall not be effective except with the approval of a
Majority in liquidation amount of such class of Securities.

     

    (b)           In
the event the consent of the Institutional Trustee as the holder of the
Debentures is required under the Indenture with respect to any amendment,
modification or termination of the Indenture or the Debentures, the
Institutional Trustee shall request the written direction of the Holders of the
Securities with respect to such amendment, modification or termination and shall
vote with respect to such amendment, modification, or termination as directed by
a Majority in liquidation amount of the Securities voting together as a single
class; provided, however, that where a
consent under the Indenture would require a Super Majority, the Institutional
Trustee may only give such consent at the direction of the Holders of at least
the proportion in liquidation amount of the Securities which the relevant Super
Majority represents of the aggregate principal amount of the Debentures
outstanding.

     

    (c)           Notwithstanding
the foregoing, no amendment or modification may be made to the Declaration if
such amendment or modification would (i) cause the Trust to be classified
for purposes of United States federal income taxation as other than a grantor
trust, (ii) reduce or otherwise adversely affect the powers of the
Institutional Trustee, or (iii) cause the Trust to be deemed an Investment
Company which is required to be registered under the Investment Company
Act.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d)           Notwithstanding
any provision of the Declaration, the right of any Holder of the Capital
Securities to receive payment of Distributions and other payments upon
redemption, liquidation or otherwise, on or after their respective due dates, or
to institute a suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such
Holder. For the protection and enforcement of the foregoing provision, each and
every Holder of the Capital Securities shall be entitled to such relief as can
be given either at law or equity.

     

    8.           Pro
Rata.  A reference in these terms of the Securities to any
payment, distribution or treatment as being “Pro Rata” shall mean
pro rata to each Holder of the Securities according to the aggregate liquidation
amount of the Securities held by the relevant Holder in relation to the
aggregate liquidation amount of all Securities then outstanding unless, in
relation to a payment, an Event of Default has occurred and is continuing, in
which case any funds available to make such payment shall be paid first to each
Holder of the Capital Securities Pro Rata according to the aggregate liquidation
amount of the Capital Securities held by the relevant Holder relative to the
aggregate liquidation amount of all Capital Securities outstanding, and only
after satisfaction of all amounts owed to the Holders of the Capital Securities,
to each Holder of the Common Securities Pro Rata according to the aggregate
liquidation amount of the Common Securities held by the relevant Holder relative
to the aggregate liquidation amount of all Common Securities
outstanding.

     

    9.           Ranking.  The
Capital Securities rank pari
passu with and payment thereon shall be made Pro Rata with the Common
Securities except that, where an Event of Default has occurred and is
continuing, the rights of Holders of the Common Securities to receive payment of
Distributions and payments upon liquidation, redemption and otherwise are
subordinated to the rights of the Holders of the Capital Securities with the
result that no payment of any Distribution on, or Optional Redemption Price (or
Special Redemption Price) of, any Common Security, and no other payment on
account of redemption, liquidation or other acquisition of Common Securities,
shall be made unless payment in full in cash of all accumulated and unpaid
Distributions on all outstanding Capital Securities for all distribution periods
terminating on or prior thereto, or in the case of payment of the Optional
Redemption Price (or Special Redemption Price) the full amount of such Optional
Redemption Price (or Special Redemption Price) on all outstanding Capital
Securities then called for redemption, shall have been made or provided for, and
all funds immediately available to the Institutional Trustee shall first be
applied to the payment in full in cash of all Distributions on, or the Optional
Redemption Price (or Special Redemption Price) of, the Capital Securities then
due and payable.

     

    10.           Acceptance of Guarantees and
Indenture. Each Holder of the Capital Securities and the Common
Securities, by the acceptance of such Securities, agrees to the provisions of
the Guarantee, the Parent Guarantee and the Indenture, including the
subordination provisions therein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    11.           No Preemptive Rights.
The Holders of the Securities shall have no, and the issuance of the Securities
is not subject to, preemptive or similar rights to subscribe for any additional
securities.

     

    12.           Miscellaneous. These
terms constitute a part of the Declaration. The Sponsor will provide a copy of
the Declaration, the Guarantee, the Parent Guarantee and the Indenture to a
Holder without charge on written request to the Sponsor at its principal place
of business.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A-1

    


    FORM
OF CAPITAL SECURITY CERTIFICATE

    


    [FORM OF
FACE OF SECURITY]

     

    THIS
CAPITAL SECURITY WAS ISSUED WITH “ORIGINAL ISSUE DISCOUNT.”  FOR
INFORMATION REGARDING THE ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT,
THE ISSUE DATE AND THE YIELD TO MATURITY OF THE CAPITAL SECURITY, PLEASE CONTACT
JOHN M. MARSHALECK, MAIDEN CAPITAL FINANCING TRUST, C/O MAIDEN HOLDINGS NORTH
AMERICA, LTD., 600 MIDLANTIC DRIVE, MOUNT LAUREL, NJ 08054.

     

    [IF THIS
SECURITY IS A GLOBAL SECURITY INSERT: THIS CAPITAL SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE DECLARATION HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”) OR A
NOMINEE OF DTC.  THIS PREFERRED SECURITY IS EXCHANGEABLE FOR
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION, AND NO TRANSFER OF
THIS CAPITAL SECURITY (OTHER THAN A TRANSFER OF THIS CAPITAL SECURITY AS A WHOLE
BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF
DTC) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

     

    UNLESS
THIS CAPITAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO
MAIDEN CAPITAL FINANCING TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CAPITAL SECURITY ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), 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.]

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    Certificate
Number
P-[__]                                                                           [______]
Capital Securities

     

    January
[__], 2009

     

    Certificate
Evidencing Fixed Rate Capital Securities

     

    of

     

    Maiden
Capital Financing Trust

     

    (liquidation
amount $1,000.00 per Capital Security)

     

    Maiden
Capital Financing Trust, a statutory trust created under the laws of the State
of Delaware (the “Trust”), hereby certifies that [HOLDER] (the “Holder”) is the
registered owner of [_____] capital securities or such other number of Capital
Securities represented hereby as may be set forth in the records of the
Securities Registrar hereinafter referred to in accordance with the Declaration
(as defined below) of the Trust representing undivided beneficial interests in
the assets of the Trust (liquidation amount $1,000.00 per capital security) (the
“Capital Securities”). Subject to the Declaration, the Capital Securities are
transferable on the books and records of the Trust in person or by a duly
authorized attorney, upon surrender of this Certificate duly endorsed and in
proper form for transfer. The Capital Securities represented hereby are issued
pursuant to, and the designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Capital Securities shall in all respects
be subject to, the provisions of the Amended and Restated Declaration of Trust
of the Trust dated as of January 20, 2009, among Arturo M. Raschbaum, John M.
Marshaleck and Karen L. Schmitt, as Administrators, Wilmington Trust Company, as
Delaware Trustee, Wilmington Trust Company, as Institutional Trustee, Maiden
Holdings North America, Ltd., as Sponsor, and the holders from time to time of
undivided beneficial interests in the assets of the Trust, including the
designation of the terms of the Capital Securities as set forth in Annex I
to such amended and restated declaration as the same may be amended from time to
time (the “Declaration”).  Capitalized terms used herein but not
defined shall have the meaning given them in the Declaration. The Holder is
entitled to the benefits of the Guarantee, the Parent Guarantee and the
Indenture to the extent provided therein. The Sponsor will provide a copy of the
Declaration, the Guarantee, the Parent Guarantee and the Indenture to the Holder
without charge upon written request to the Sponsor at its principal place of
business.

     

    Upon
receipt of this Security, the Holder is bound by the Declaration and is entitled
to the benefits thereunder.

     

    By
acceptance of this Security, the Holder agrees to treat, for United States
federal income tax purposes, the Debentures as indebtedness and the Capital
Securities as evidence of beneficial ownership in the Debentures.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
Capital Security is governed by, and shall be construed in accordance with, the
laws of the State of Delaware, without regard to principles of conflict of
laws.

     

    Signatures
appear on following page

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    
      
        	 
      	
                MAIDEN
      CAPITAL FINANCING TRUST

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title:  Administrator

              


      

    

     

    CERTIFICATE OF
AUTHENTICATION

    


    This is
one of the Capital Securities referred to in the within-mentioned
Declaration.


    


    
      
        
          	 
      	
                  WILMINGTON
      TRUST COMPANY,

                
	 
      	
                  as
      the Institutional Trustee

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                  By:

                	  
      
	 
      	 
      	
                  Authorized
      Officer

                


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    [FORM OF
REVERSE OF CAPITAL SECURITY]

     

    Distributions
payable on each Capital Security will be payable at an annual rate equal to the
Distribution Rate beginning on (and including) the date of original issuance and
ending on the (but excluding) the Distribution Payment Date (defined herein) in
January, 2039, and each succeeding January 15, April 15, July 15 and October 15
of each year or if such day is not a Business Day, then the next succeeding
Business Day (each a “Distribution Payment Date”), applied to the stated
liquidation amount of $1,000.00 per Capital Security, such rate being the rate
of interest payable on the Debentures to be held by the Institutional Trustee.
Distributions in arrears will bear interest thereon compounded quarterly at the
Distribution Rate (to the extent permitted by applicable law).  The
term “Distributions” as used herein includes payments of cash distributions and
any such compounded distributions and any Additional Sums payable on the
Debentures unless otherwise noted.  A Distribution is payable only to
the extent that payments are made in respect of the Debentures held by the
Institutional Trustee and to the extent the Institutional Trustee has funds
available therefor.  The amount of the Distribution payable for any
Distribution Period commencing on or after the date of the original issuance
will be computed on the basis of a 360-day year of twelve 30-day months, it
being understood that no additional interest shall on non-Business Days for the
given Distribution Period.

     

    “Distribution
Rate” means the rate per annum of 14%.

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Except as
otherwise described below, Distributions on the Capital Securities will be
cumulative, will accrue from the date of original issuance and will be payable
quarterly in arrears on each Distribution Payment Date, commencing on the
Distribution Payment Date in April, 2009.  The Debenture Issuer has
the right under the Indenture to defer payments of interest on the Debentures,
so long as no Indenture Event of Default has occurred and is continuing, by
extending the interest payment period for up to 20 consecutive quarterly periods
(each an “Extension Period”) at any time and from time to time on the
Debentures, subject to the conditions described below, during which Extension
Period no interest shall be due and payable.  During any Extension
Period, interest will continue to accrue on the Debentures, and interest on such
accrued interest will accrue at an annual rate equal to the Distribution Rate in
effect for each such Extension Period, compounded quarterly from the date such
interest would have been payable were it not for the Extension Period, to the
extent permitted by law (such interest referred to herein as “Additional
Interest”). No Extension Period may end on a date other than a Distribution
Payment Date. At the end of any such Extension Period the Debenture Issuer shall
pay all interest then accrued and unpaid on the Debentures (together with
Additional Interest thereon); provided, however, that no
Extension Period may extend beyond the Maturity Date.  Prior to the
termination of any Extension Period, the Debenture Issuer may further extend
such period, provided that such period together with all such previous and
further consecutive extensions thereof shall not exceed 20 consecutive quarterly
periods, or extend beyond the Maturity Date. Upon the termination of any
Extension Period and upon the payment of all accrued and unpaid interest and
Additional Interest, the Debenture Issuer may commence a new Extension Period,
subject to the foregoing requirements.  No interest or Additional
Interest shall be due and payable during an Extension Period, except at the end
thereof, but each installment of interest that would otherwise have been due and
payable during such Extension Period shall bear Additional
Interest.  During any Extension Period, Distributions on the Capital
Securities shall be deferred for a period equal to the Extension
Period.  If Distributions are deferred, the Distributions due shall be
paid on the date that the related Extension Period terminates, to Holders of the
Securities as they appear on the books and records of the Trust on the record
date immediately preceding such date. Distributions on the Capital Securities
must be paid on the dates payable (after giving effect to any Extension Period)
to the extent that the Trust has funds available for the payment of such
distributions in the Property Account of the Trust. The Trust’s funds available
for Distribution to the Holders of the Capital Securities will be limited to
payments received from the Debenture Issuer. The payment of Distributions out of
moneys held by the Trust is guaranteed by the Guarantor pursuant to the
Guarantee and by the Parent pursuant to the Parent Guarantee.

     

    The
Capital Securities shall be redeemable as provided in the
Declaration.

     

    The
Holder of the Capital Securities may also require the repurchase of a
corresponding principal amount of Debentures after a Change of Control as
provided in the Declaration.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT

    
       

    

    FOR VALUE
RECEIVED, the undersigned assigns and transfers this Capital Security
Certificate to:

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                    

                                	 
      
	
                                   
      

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

                                	 
      
	
                                    

                                	 
      
	
                                    

                                	 
      
	
                                  (Insert
      address and zip code of assignee) and irrevocably
  appoints

                                
	
                                    

                                	 
      


                        

                      

                    

                  

                

              

            

          

        

      

      agent to
transfer this Capital Security Certificate on the books of the
Registrar.  The agent may substitute another to act for him or
her.

       

      
        
          
            	
                    Date:

                  	 
        	 
      	
                    Signature:

                  	 
        


          

        

      

      (Sign
exactly as your name appears on the other side of this Capital Security
Certificate)

    

     

    Signature
Guarantee:1

    
       

        
          

        

      

      1
Signature must be guaranteed by an “eligible guarantor institution” that is a
bank, stockbroker, savings and loan association or credit union meeting the
requirements of the Security registrar, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program (“STAMP”) or
such other “signature guarantee program” as may be determined by the Security
registrar in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.

       

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    [FORM OF
PURCHASE NOTICE]

     

    To:           Maiden
Holdings North America, Ltd.

     

    The
undersigned owner of this Capital Security hereby:  (i) irrevocably
exercises the option to require Maiden Holdings North America, Ltd. to purchase
this Capital Security, or the portion hereof below designated, for an amount
equal to the Change of Control Purchase Price of a principal amount of the
Debentures held by the Trust equal to the liquidation amount of such Capital
Security, or the portion hereof below designated.

     

    
      
        	 
      
	
                (Name)

              
	 
      
	
                (Street
      Address)

              
	 
      
	
                (City,
      State and Zip Code)

                (Please
      print name and address)

              
	 
      
	
                Social
      Security or Other

                Taxpayer
      Identifying Number

              


      

    

    


    
      
        
          
            	
                    Liquidation
      Amount to be Purchased

                    (if
      less than all – must be a multiple of $1,000)

                  
	 
	
                    
                      $

                    

                  


          

        

      

    

    


    
      
        
          
            
              	
                      Date:

                    	 
        	 
      	
                      Signature:

                    	 
        


            

          

        

      

      (Sign
exactly as your name appears on the other side of this Capital Security
Certificate)

       

    

    
      Signature
Guarantee:2


      
        

      

    

    
      2 Signature
must be guaranteed by an “eligible guarantor institution” that is a bank,
stockbroker, savings and loan association or credit union meeting the
requirements of the Security registrar, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program (“STAMP”) or
such other “signature guarantee program” as may be determined by the Security
registrar in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    EXHIBIT
A-2

     

    FORM OF
COMMON SECURITY CERTIFICATE

     

    THIS
COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT
PURSUANT TO AN EXEMPTION FROM REGISTRATION.

     

    THIS
CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 OF
THE DECLARATION (DEFINED HEREIN).

     

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

     

    Certificate
Number
C-[__]                                                                                     [___]
Common Securities

     

    January
[__], 2009

     

    Certificate
Evidencing Fixed Rate Common Securities

     

    of

     

    Maiden
Capital Financing Trust

     

    Maiden
Capital Financing Trust, a statutory trust created under the laws of the State
of Delaware (the “Trust”), hereby certifies that Maiden Holdings North America,
Ltd. (the “Holder”) is the registered owner of common securities of the Trust
representing undivided beneficial interests in the assets of the Trust (the
“Common Securities”).  Subject to the Declaration (as defined below),
the Common Securities are transferable on the books and records of the Trust in
person or by a duly authorized attorney, upon surrender of this Certificate duly
endorsed and in proper form for transfer. The Common Securities represented
hereby are issued pursuant to, and the designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Common
Securities shall in all respects be subject to, the provisions of the
Declaration of Trust of the Trust dated as of January 20, 2009, among Arturo M.
Raschbaum, John M. Marshaleck and Karen L. Schmitt, as Administrators,
Wilmington Trust Company, as Delaware Trustee, Wilmington Trust Company, as
Institutional Trustee, Maiden Holdings North America, Ltd. as Sponsor, and the
holders from time to time of undivided beneficial interest in the assets of the
Trust including the designation of the terms of the Common Securities as set
forth in Annex I to such amended and restated declaration, as the same may be
amended from time to time (the “Declaration”).  Capitalized terms used
herein but not defined shall have the meaning given them in the
Declaration.  The Holder is entitled to the benefits of the Guarantee,
the Parent Guarantee and the Indenture to the extent provided
therein.  The Sponsor will provide a copy of the Declaration, the
Guarantee, the Parent Guarantee and the Indenture to the Holder without charge
upon written request to the Sponsor at its principal place of
business.

     

    As set
forth in the Declaration, when an Event of Default has occurred and is
continuing, the rights of Holders of Common Securities to payment in respect of
Distributions and payments upon Liquidation, redemption or otherwise are
subordinated to the rights of payment of Holders of the Capital
Securities.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Upon
receipt of this Certificate, the Holder is bound by the Declaration and is
entitled to the benefits thereunder.

     

    By
acceptance of this Certificate, the Holder agrees to treat, for United States
federal income tax purposes, the Fixed Rate Subordinated Deferrable Interest
Debentures (“Debentures”) as indebtedness and the Common Securities as evidence
of undivided beneficial ownership in the Debentures.

     

    This
Common Security is governed by, and shall be construed in accordance with, the
laws of the State of Delaware, without regard to principles of conflict of
laws.

     

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

     

    
      
        
          	 
      	
                  MAIDEN
      CAPITAL FINANCING TRUST

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	
                  Name:

                
	 
      	 
      	
                  Title:
      Administrator

                


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    [FORM OF
REVERSE OF COMMON SECURITY]

     

    Distributions
payable on each Common Security will be payable at an annual rate equal to the
Distribution Rate beginning on (and including) the date of original issuance and
ending on (but excluding) the Distribution Payment Date (defined herein) in
January, 2039, and each succeeding January 15, April 15, July 15 and October 15
of each year or if such day is not a Business Day, then the next succeeding
Business Day (each a “Distribution Payment Date”), applied to the stated
liquidation amount of $1,000.00 per Common Security, such rate being the rate of
interest payable on the Debentures to be held by the Institutional Trustee.
Distributions in arrears will bear interest thereon compounded quarterly at the
Distribution Rate (to the extent permitted by applicable law).  The
term “Distributions” as used herein includes payments of cash distributions and
any such compounded distributions and any Additional Sums payable on the
Debentures unless otherwise noted.  A Distribution is payable only to
the extent that payments are made in respect of the Debentures held by the
Institutional Trustee and to the extent the Institutional Trustee has funds
available therefor.  The amount of the Distribution payable for any
Distribution Period commencing on or after the date of the original issuance
will be computed on the basis of a 360-day year of twelve 30-day months, it
being understood that no additional interest shall on non-Business Days for the
given Distribution Period.

     

    “Distribution
Rate” means the rate per annum of 14%.

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Except as
otherwise described below, Distributions on the Common Securities will be
cumulative, will accrue from the date of original issuance and will be payable
quarterly in arrears on each Distribution Payment Date, commencing on the
Distribution Payment Date in April, 2009.  The Debenture Issuer has
the right under the Indenture to defer payments of interest on the Debentures,
so long as no Indenture Event of Default has occurred and is continuing, by
extending the interest payment period for up to 20 consecutive quarterly
periods (each an “Extension Period”) at any time and from time to time on the
Debentures, subject to the conditions described below, during which Extension
Period no interest shall be due and payable.  During any Extension
Period, interest will continue to accrue on the Debentures, and interest on such
accrued interest will accrue at an annual rate equal to the Distribution Rate in
effect for each such Extension Period, compounded quarterly from the date such
interest would have been payable were it not for the Extension Period, to the
extent permitted by law (such interest referred to herein as “Additional
Interest”). No Extension Period may end on a date other than a Distribution
Payment Date. At the end of any such Extension Period the Debenture Issuer shall
pay all interest then accrued and unpaid on the Debentures (together with
Additional Interest thereon); provided, however, that no
Extension Period may extend beyond the Maturity Date.  Prior to the
termination of any Extension Period, the Debenture Issuer may further extend
such period, provided that such period together with all such previous and
further consecutive extensions thereof shall not exceed 20 consecutive quarterly
periods, or extend beyond the Maturity Date. Upon the termination of any
Extension Period and upon the payment of all accrued and unpaid interest and
Additional Interest, the Debenture Issuer may commence a new Extension Period,
subject to the foregoing requirements. No interest or Additional Interest shall
be due and payable during an Extension Period, except at the end thereof, but
each installment of interest that would otherwise have been due and payable
during such Extension Period shall bear Additional Interest. During any
Extension Period, Distributions on the Common Securities shall be deferred for a
period equal to the Extension Period. If Distributions are deferred, the
Distributions due shall be paid on the date that the related Extension Period
terminates, to Holders of the Common Securities as they appear on the books and
records of the Trust on the record date immediately preceding such date.
Distributions on the Common Securities must be paid on the dates payable (after
giving effect to any Extension Period) to the extent that the Trust has funds
available for the payment of such distributions in the Property Account of the
Trust. The Trust’s funds available for Distribution to the Holders of the Common
Securities will be limited to payments received from the Debenture
Issuer.

     

    The
Common Securities shall be redeemable as provided in the
Declaration.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT

     

    FOR VALUE
RECEIVED, the undersigned assigns and transfers this Common Security Certificate
to:

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                      

                                  	 
      
	
                                     

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

                                    

                                  	 
      
	
                                      

                                  	 
      
	
                                      

                                  	 
      
	
                                    
                                      (Insert
      address and zip code of assignee) and irrevocably
      appoints

                                    

                                  
	
                                      

                                  	 
      


                          

                        

                         

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                        

                                    	 	 
       	
                                       agent to

                                    
	
                                      transfer
      this Common Security Certificate on the books of the
      Registrar.  The agent may substitute another to act for him or
      her.

                                    
	 
      
	
                                      Date:

                                    	                                                                                
      	 
      
	 
      	 
      	 
      
	
                                      Signature:

                                    	 
      	 
      
	 
      	 
      	 
      
	
                                      (Sign
      exactly as your name appears on the other side of this Common Security
      Certificate)

                                    
	 
      	 
      
	
                                      Signature:

                                    	 
      	 
      
	 
      
	
                                      (Sign
      exactly as your name appears on the other side of this Common Security
      Certificate)

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      Signature
Guarantee3

       

      
        

      

    

    
      3 Signature
must be guaranteed by an “eligible guarantor institution” that is a bank,
stockbroker, savings and loan association or credit union, meeting the
requirements of the Security registrar, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program (“STAMP”) or
such other “signature guarantee program” as may be determined by the Security
registrar in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.

       

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
B-1

    


    Form
of Transferor Certificate

    to
be Executed by QIBs

    __________,
[     ]

     

    Maiden
Capital Financing Trust

    6000
Midlantic Drive

    Mount
Laurel, NJ 08054

    Attention:
John M. Marshaleck

    


    
      	
               
      

            	
              Re:

            	
              Purchase
      of $1,000 stated liquidation amount of Fixed RateCapital Securities (the
      “Capital Securities”) of Maiden Capital Financing
  Trust

            


    

     

    Reference
is hereby made to the Amended and Restated Declaration of Trust of Maiden
Capital Financing Trust, dated as of January 20, 2009 (the “Declaration”), among
Arturo M. Raschbaum, John M. Marshaleck and Karen L. Schmitt, as Administrators,
Wilmington Trust Company, as Delaware Trustee, Wilmington Trust Company, as
Institutional Trustee, Maiden Holdings North America, Ltd., as Sponsor, and the
holders from time to time of undivided beneficial interests in the assets of
Maiden Capital Financing Trust.  Capitalized terms used but not
defined herein shall have the meanings given them in the
Declaration.

     

    This
letter relates to $________________________ aggregate liquidation amount of
Capital Securities which are held in the name of [name of transferor] (the
“Transferor”).

     

    In
accordance with Article VI of the Declaration, the Transferor hereby certifies
that such Capital Securities are being transferred in accordance with (i) the
transfer restrictions set forth in the Capital Securities and (ii)
Rule 144A under the Securities Act (“Rule 144A”), to a transferee that
the Transferor reasonably believes is purchasing the Capital Securities for its
own account or an account with respect to which the transferee exercises sole
investment discretion and the transferee and any such account is a “qualified
institutional buyer” within the meaning of Rule 144A, in a transaction
meeting the requirements of Rule 144A and in accordance with applicable
securities laws of any state of the United States or any other
jurisdiction.

     

    You are
entitled to rely upon this letter and are irrevocably authorized to produce this
letter or a copy hereof to any interested party in any administrative or legal
proceeding or official inquiry with respect to the matters covered
hereby.

     

    
      
        
          	 
      	
                  (Name
      of Transferor)

                
	 
      	
                  By:

                	 
      
	 
      	 
      	
                  Name:

                
	 
      	 
      	
                  Title:

                
	 	 	
                  Date:                                                       

                


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
B-2

    


    Form
of Transferee Certificate

    to
be Executed by Transferees other than QIBs


     

    __________,
[     ]

     

    Maiden
Capital Financing Trust

    6000
Midlantic Drive

    Mount
Laurel, NJ 08054

    Attention:
John M. Marshaleck


     

    
      	
               
      

            	
              Re:

            	
              Purchase
      of $____________ stated liquidation amount of Fixed Rate Capital
      Securities (the “Capital  Securities”) of Maiden Capital
      Financing Trust

            


    

     

    Ladies
and Gentlemen:

     

    In
connection with our purchase of the Capital Securities we confirm
that:

     

    1.           We
understand that the Fixed Rate Capital Securities (the
“Capital  Securities”) of Maiden Capital Financing Trust (the “Trust”)
(including the guarantee (the “Guarantee”) of Maiden Holdings North America,
Ltd. (the “Company”) and the guarantee (the “Parent Guarantee”) of Maiden
Holdings, Ltd. executed in connection therewith) and the Fixed Rate Subordinated
Deferrable Interest Debentures due 2039 of the Company (the “Debentures”) (the
entire amount of the Trust’s outstanding Capital Securities, the Guarantee, the
Parent Guarantee and the Debentures together being referred to herein as the
“Offered Securities”), have not been registered under the Securities Act of
1933, as amended (the “Securities Act”), and may not be offered or sold except
as permitted in the following sentence. We agree on our own behalf and on behalf
of any investor account for which we are purchasing the Offered Securities that,
if we decide to offer, sell or otherwise transfer any such Offered Securities,
(i) such offer, sale or transfer will be made only (a) to the Trust, (b) to a
person we reasonably believe is a “qualified institutional buyer” (a “QIB”) (as
defined in Rule 144 under the Securities Act) in a transaction meeting the
requirements of Rule 144A, (c) to an institutional “accredited investor” within
the meaning of subparagraph (a) (1), (2), (3) or (7) of Rule 501
under the Securities Act that is acquiring Offered Securities for its own
account, or for the account of such an “accredited investor,” for investment
purposes and not with a view to, or for offer or sale in connection with, any
distribution thereof in violation of the Securities Act, (d) pursuant to an
effective registration statement under the Securities Act, or (e) pursuant to an
exemption from the Securities Act, in each case in accordance with any
applicable securities laws of any state of the United States or any other
applicable jurisdiction and, in the case of (c) or (e), subject to the right of
the Trust and the depositor to require an opinion of counsel and other
information satisfactory to each of them. The foregoing restrictions on resale
will not apply subsequent to the date on which, in the written opinion of
counsel, the Capital Securities are not “restricted securities” within the
meaning of Rule 144 under the Securities Act.  If any resale or
other transfer of the Offered Securities is proposed to be made pursuant to
clause (c) or (e) above, the transferor shall deliver a letter from the
transferee substantially in the form of this letter to the Institutional Trustee
as Securities Registrar, which shall provide as applicable, among other things,
that the transferee is an “accredited investor” within the meaning of
subparagraph (a) (1), (2), (3) or (7) of Rule 501 under the Securities
Act that is acquiring such Securities for investment purposes and not for
distribution in violation of the Securities Act. We acknowledge on our behalf
and on behalf of any investor account for which we are purchasing Securities
that the Trust and the Company reserve the right prior to any offer, sale or
other transfer pursuant to clause (c) or (e) to require the delivery of any
opinion of counsel, certifications and/or other information satisfactory to the
Trust and the Company.  We understand that the certificates for any
Offered Security that we receive will bear a legend substantially to the effect
of the foregoing.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.           We
are an “accredited investor” within the meaning of subparagraph (a) (1),
(2), (3) or (7) of Rule 501 under the Securities Act purchasing for our own
account or for the account of such an “accredited investor,” and we are
acquiring the Offered Securities for investment purposes and not with view to,
or for offer or sale in connection with, any distribution in violation of the
Securities Act, and we have such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of our
investment in the Offered Securities, and we and any account for which we are
acting are each able to bear the economic risks of our or its
investment.

     

    3.           We
are acquiring the Offered Securities purchased by us for our own account (or for
one or more accounts as to each of which we exercise sole investment discretion
and have authority to make, and do make, the statements contained in this
letter) and not with a view to any distribution of the Offered Securities,
subject, nevertheless, to the understanding that the disposition of our property
will at all times be and remain within our control.

     

    4.           In
the event that we purchase any Capital Securities or any Debentures, we will
acquire such Capital Securities having an aggregate stated liquidation amount of
not less than $100,000 or such Debentures having an aggregate principal amount
not less than $100,000, for our own account and for each separate account for
which we are acting.

     

    5.           We
acknowledge that we are not a fiduciary of (i) an employee benefit, individual
retirement account or other plan or arrangement subject to Title I of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or
Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) (each
a “Plan”); or (ii) an entity whose underlying assets include “plan assets” by
reason of any Plan’s investment in the entity, and are not purchasing any of the
Offered Securities on behalf of or with “plan assets” by reason of any Plan’s
investment in the entity.

     

    6.           We
acknowledge that the Trust and the Company and others will rely upon the truth
and accuracy of the foregoing acknowledgments, representations, warranties and
agreements and agree that if any of the acknowledgments, representations,
warranties and agreements deemed to have been made by our purchase of any of the
Offered Securities are no longer accurate, we shall promptly notify the
Company.  If we are acquiring any Offered Securities as a fiduciary or
agent for one or more investor accounts, we represent that we have sole
discretion with respect to each such investor account and that we have full
power to make the foregoing acknowledgments, representations and agreement on
behalf of each such investor account.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    	 	 
      	 
       
	 
      	
                            (Name
      of Purchaser)

                          
	 
      	 
      	 
      
	 	 	 
	 
      	
                            By:

                          	 
      
	 
      	 
      	 
      
	 
      	
                            Date:

                          	 
      


                  

                

              

            

          

        

      

    

     

    Upon
transfer, the Capital Securities (having a stated liquidation amount of
$_____________) would be registered in the name of the new beneficial owner as
follows.

     

    
      
        
          
            
              	
                      Name:

                    	  
      


               

              
                	
                        Address:

                      	 
        


              

               

              
                
                  	
                          Taxpayer
      ID Number:

                        	   
      


                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
C

     

    SPECIMEN
OF INITIAL DEBENTURE

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
D

     

    PURCHASE
AGREEMENT