ex4_1.htm


     

     

    Exhibit
4.1

     

     

     

    TRANSATLANTIC
HOLDINGS, INC.

     

    TO

     

    THE
BANK OF NEW YORK MELLON

    Trustee

     

    --------------

     

    SUBORDINATED
INDENTURE

     

    Dated
as of ___

     

    --------------

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      TABLE
OF CONTENTS

       

      
        
          	 
      	
                  Page

                
	
                  PARTIES

                	 
      
	 
      	 
      
	
                  RECITALS
      OF THE COMPANY

                	 
      
	 
      	 
      
	
                  ARTICLE I  DEFINITIONS AND
      OTHER PROVISIONS OF GENERAL APPLICATION

                	
                  1

                
	 
      	 
      
	
                        Section 101.
       Definitions.

                	
                  1

                
	
                        Section 102.  Compliance
      Certificates and Opinions.

                	
                  8

                
	
                        Section 103.  Form of
      Documents Delivered to Trustee.

                	
                  8

                
	
                        Section 104.  Acts of
      Holders; Record Dates.

                	
                  9

                
	
                        Section 105.  Notices, Etc.,
      to Trustee and Company.

                	
                  11

                
	
                        Section 106.  Notice to
      Holders; Waiver.

                	
                  11

                
	
                        Section 107.  Conflict with
      Trust Indenture Act.

                	
                  11

                
	
                        Section 108.  Effect of
      Headings and Table of Contents.

                	
                  12

                
	
                        Section 109.  Successors and
      Assigns.

                	
                  12

                
	
                        Section 110.  Separability
      Clause.

                	
                  12

                
	
                        Section 111.  Benefits of
      Indenture.

                	
                  12

                
	
                        Section 112.  Governing
      Law.

                	
                  12

                
	
                        Section 113.  Legal
      Holidays.

                	
                  12

                
	 
      	 
      
	
                  ARTICLE II  SECURITY
      FORMS

                	
                  12

                
	 
      	 
      
	
                        Section 201.  Forms
      Generally.

                	
                  12

                
	
                        Section 202.  Form of Face
      of Security.

                	
                  13

                
	
                        Section 203.  Form of
      Reverse of Security.

                	
                  15

                
	
                        Section 204.  Form of Legend
      for Global Securities.

                	
                  19

                
	
                        Section 205.  Form of
      Trustee’s Certificate of Authentication.

                	
                  19

                
	 
      	 
      
	
                  ARTICLE III  THE
      SECURITIES

                	
                  20

                
	 
      	 
      
	
                        Section 301.  Amount
      Unlimited; Issuable in Series.

                	
                  20

                
	
                        Section 302.
       Denominations.

                	
                  22

                
	
                        Section 303.  Execution,
      Authentication, Delivery and Dating.

                	
                  23

                
	
                        Section 304.  Temporary
      Securities.

                	
                  24

                
	
                        Section 305.  Registration,
      Registration of Transfer and Exchange.

                	
                  25

                
	
                        Section 306.  Mutilated,
      Destroyed, Lost and Stolen Securities.

                	
                  26

                
	
                        Section 307.  Payment of
      Interest; Interest Rights Preserved.

                	
                  27

                
	
                        Section 308.  Persons Deemed
      Owners.

                	
                  28

                
	
                        Section 309.
       Cancellation.

                	
                  28

                
	
                        Section 310.  Computation of
      Interest.

                	
                  29

                
	
                        Section 311.  CUSIP
      Numbers.

                	
                  29

                
	
                        Section 312.  Original Issue
      Discount.

                	
                  29

                
	
                  ________________________________

                
	
                  *
      Note: This table of contents shall not, for any purpose, be deemed to be
      part of the Indenture.

                	 
      


        

      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      
        	 
      	 
      
	
                      Section 313.
       Subordination.

              	
                29

              
	 
      	 
      
	
                ARTICLE IV  SATISFACTION AND
      DISCHARGE

              	
                29

              
	 
      	 
      
	
                      Section 401.  Satisfaction
      and Discharge of Indenture.

              	
                29

              
	
                      Section 402.  Application of
      Trust Money.

              	
                31

              
	 
      	 
      
	
                ARTICLE V
       REMEDIES

              	
                31

              
	 
      	 
      
	
                      Section 501.  Events of
      Default.

              	
                31

              
	
                      Section 502.  Acceleration
      of Maturity; Rescission and Annulment.

              	
                32

              
	
                      Section 503.  Collection of
      Indebtedness and Suits for Enforcement by Trustee.

              	
                33

              
	
                      Section 504.  Trustee May
      File Proofs of Claim.

              	
                34

              
	
                      Section 505.  Trustee May
      Enforce Claims Without Possession of Securities.

              	
                34

              
	
                      Section 506.  Application of
      Money Collected.

              	
                35

              
	
                      Section 507.  Limitation on
      Suits.

              	
                35

              
	
                      Section 508.  Unconditional
      Right of Holders to Receive Principal, Premium and
      Interest.

              	
                36

              
	
                      Section 509.  Restoration of
      Rights and Remedies.

              	
                36

              
	
                      Section 510.  Rights and
      Remedies Cumulative.

              	
                36

              
	
                      Section 511.  Delay or
      Omission Not Waiver.

              	
                36

              
	
                      Section 512.  Control by
      Holders.

              	
                36

              
	
                      Section 513.  Waiver of Past
      Defaults.

              	
                37

              
	
                      Section 514.  Undertaking
      for Costs.

              	
                37

              
	
                      Section 515.  Waiver of
      Usury, Stay or Extension Laws.

              	
                37

              
	 
      	 
      
	
                ARTICLE VI  THE
      TRUSTEE

              	
                38

              
	 
      	 
      
	
                      Section 601.  Certain Duties
      and Responsibilities.

              	
                38

              
	
                      Section 602.  Notice of
      Defaults.

              	
                38

              
	
                      Section 603.  Certain Rights
      of Trustee.

              	
                38

              
	
                      Section 604.  Not
      Responsible for Recitals or Issuance of Securities.

              	
                40

              
	
                      Section 605.  May Hold
      Securities.

              	
                40

              
	
                      Section 606.  Money Held in
      Trust.

              	
                40

              
	
                      Section 607.  Compensation
      and Reimbursement.

              	
                40

              
	
                      Section 608.  Conflicting
      Interests.

              	
                41

              
	
                      Section 609.  Corporate
      Trustee Required; Eligibility.

              	
                41

              
	
                      Section 610.  Resignation
      and Removal; Appointment of Successor.

              	
                41

              
	
                      Section 611.  Acceptance of
      Appointment by Successor.

              	
                43

              
	
                      Section 612.  Merger,
      Conversion, Consolidation or Succession to
Business.

              	
                44

              
	
                      Section 613.  Preferential
      Collection of Claims Against Company.

              	
                44

              
	 
      	 
      
	
                ARTICLE VII  HOLDERS’ LISTS
      AND REPORTS BY TRUSTEE AND COMPANY

              	
                44

              
	 
      	 
      
	
                      Section 701.  Company to
      Furnish Trustee Names and Addresses of Holders.

              	
                44

              
	
                      Section 702.  Preservation
      of Information; Communications to Holders.

              	
                45

              
	
                      Section 703.  Reports by
      Trustee.

              	
                45

              
	
                      Section 704.  Reports by
      Company.

              	
                45

              


      

    

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                ARTICLE VIII  CONSOLIDATION,
      MERGER, CONVEYANCE, TRANSFER OR LEASE

              	
                45

              
	 
      	 
      
	
                      Section 801.  Company May
      Consolidate, Etc., Only on Certain Terms.

              	
                45

              
	
                      Section 802.  Successor
      Substituted.

              	
                46

              
	 
      	 
      
	
                ARTICLE IX  SUPPLEMENTAL
      INDENTURES

              	
                46

              
	 
      	 
      
	
                      Section 901.  Supplemental
      Indentures Without Consent of Holders.

              	
                46

              
	
                      Section 902.  Supplemental
      Indentures With Consent of Holders.

              	
                48

              
	
                      Section 903.  Execution of
      Supplemental Indentures.

              	
                49

              
	
                      Section 904.  Effect of
      Supplemental Indentures.

              	
                49

              
	
                      Section 905.  Conformity
      with Trust Indenture Act.

              	
                49

              
	
                      Section 906.  Reference in
      Securities to Supplemental Indentures.

              	
                49

              
	
                      Section 907.  Amendments to
      Subordination Provisions.

              	
                49

              
	 
      	 
      
	
                ARTICLE X
       SUBORDINATION

              	
                50

              
	 
      	 
      
	
                      Section 1001.  Agreement to
      Subordinate.

              	
                50

              
	
                      Section 1002.  Certain
      Definitions.

              	
                50

              
	
                      Section 1003.  Liquidation;
      Dissolution; Bankruptcy.

              	
                50

              
	
                      Section 1004.  Default on
      Designated Senior Debt.

              	
                51

              
	
                      Section 1005.  Acceleration
      of Securities.

              	
                52

              
	
                      Section 1006.  When
      Distribution Must Be Paid Over/Trustee Not Fiduciary For Holders of Senior
      Debt.

              	
                52

              
	
                      Section 1007.  Notice by
      Company.

              	
                52

              
	
                      Section 1008.
       Subrogation.

              	
                53

              
	
                      Section 1009.  Relative
      Rights.

              	
                53

              
	
                      Section 1010.  Subordination
      May Not Be Impaired By Company.

              	
                54

              
	
                      Section 1011.  Distribution
      or Notice To Representative.

              	
                54

              
	
                      Section 1012.  Rights of
      Trustee and Paying Agent.

              	
                54

              
	
                      Section 1013.  Authorization
      to Effect Subordination.

              	
                55

              
	
                      Section 1014.  Reliance on
      Judicial Order or Certificate of Liquidating Agent.

              	
                55

              
	 
      	 
      
	
                ARTICLE XI
       COVENANTS

              	
                55

              
	 
      	 
      
	
                      Section 1101.  Payment of
      Principal, Premium and Interest.

              	
                55

              
	
                      Section 1102.  Maintenance
      of Office or Agency.

              	
                55

              
	
                      Section 1103.  Money for
      Securities Payments to Be Held in Trust.

              	
                56

              
	
                      Section 1104.  Statement by
      Officers as to Default.

              	
                57

              
	
                      Section 1105.
       Existence.

              	
                57

              
	
                      Section 1106.  Payment of
      Taxes and Other Claims.

              	
                57

              
	
                      Section 1107.  Further
      Instruments and Acts.

              	
                57

              
	
                      Section 1108.  Waiver of
      Certain Covenants.

              	
                58

              
	 
      	 
      
	
                ARTICLE XII  REDEMPTION OF
      SECURITIES

              	
                58

              
	 
      	 
      
	
                      Section 1201.  Applicability
      of Article.

              	
                58

              
	
                      Section 1202.  Election to
      Redeem; Notice to Trustee.

              	
                58

              


      

    

    - iii
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                      Section 1203.  Selection by
      Trustee of Securities to Be Redeemed.

              	
                58

              
	
                      Section 1204.  Notice of
      Redemption.

              	
                59

              
	
                      Section 1205.  Deposit of
      Redemption Price.

              	
                60

              
	
                      Section 1206.  Securities
      Payable on Redemption Date.

              	
                60

              
	
                      Section 1207.  Securities
      Redeemed in Part.

              	
                60

              
	 
      	 
      
	
                ARTICLE XIII  SINKING
      FUNDS

              	
                61

              
	 
      	 
      
	
                      Section 1301.  Applicability
      of Article.

              	
                61

              
	
                      Section 1302.  Satisfaction
      of Sinking Fund Payments with Securities.

              	
                61

              
	
                      Section 1303.  Redemption of
      Securities for Sinking Fund.

              	
                61

              
	 
      	 
      
	
                ARTICLE XIV  DEFEASANCE AND
      COVENANT DEFEASANCE

              	
                62

              
	 
      	 
      
	
                      Section 1401.  Company’s
      Option to Effect Defeasance or Covenant Defeasance.

              	
                62

              
	
                      Section 1402.  Defeasance
      and Discharge.

              	
                62

              
	
                      Section 1403.  Covenant
      Defeasance.

              	
                62

              
	
                      Section 1404.  Conditions to
      Defeasance or Covenant Defeasance.

              	
                63

              
	
                      Section 1405.  Deposited
      Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous
      Provisions.

              	
                65

              
	
                      Section 1406.
       Reinstatement.

              	
                65

              
	 
      	 
      
	
                TESTIMONIUM

              	 
      
	 
      	 
      
	
                SIGNATURES

              	 
      
	 
      	 
      
	
                ACKNOWLEDGMENTS

              	 
      


      

    

    - iv
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              CERTAIN
      SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310

              THROUGH
      318,

              INCLUSIVE,
      OF THE TRUST INDENTURE ACT OF 1939:

            
	 
      
	 
      


    

    


    
      
        	
                Trust
      Indenture Act Section

              	
                Indenture
      Section

              
	
                Section
      310(a)(1)

              	
                609

              
	
                (a)(2)

              	
                609

              
	
                (a)(3)

              	
                Not
      Applicable

              
	
                (a)(4)

              	
                Not
      Applicable

              
	
                (b)

              	
                608

              
	 
      	
                610

              
	
                Section
      311(a)

              	
                613

              
	
                (b)

              	
                613

              
	
                Section
      312(a)

              	
                701

              
	 
      	
                702

              
	
                (b)

              	
                702

              
	
                (c)

              	
                702

              
	
                Section
      313(a)

              	
                703

              
	
                (b)

              	
                703

              
	
                (c)

              	
                703

              
	
                (d)

              	
                703

              
	
                Section
      314(a)

              	
                704

              
	
                (a)(4)

              	
                101

              
	 
      	
                1104

              
	
                (b)

              	
                Not
      Applicable

              
	
                (c)(1)

              	
                102

              
	
                (c)(2)

              	
                102

              
	
                (c)(3)

              	
                Not
      Applicable

              
	
                (d)

              	
                Not
      Applicable

              
	
                (e)

              	
                102

              
	
                Section
      315(a)

              	
                601

              
	
                (b)

              	
                602

              
	
                (c)

              	
                601

              
	
                (d)

              	
                601

              
	
                (e)

              	
                514

              
	
                Section
      316(a)

              	
                101

              
	
                (a)(1)(A)

              	
                502

              
	 
      	
                512

              
	
                (a)(1)(B)

              	
                513

              
	
                (a)(2)

              	
                Not
      Applicable

              
	
                (b)

              	
                508

              
	
                (c)

              	
                104

              
	
                _____________________

              	 
      
	
                * Note: This reconciliation and
      tie shall not, for any purpose, be deemed to be part of the Indenture.
       

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	 
      	 
      	 
      
	
              Section
      317(a)(1)

            	 
      	
              503

            
	
              (a)(2)

            	 
      	
              504

            
	
              (b)

            	 
      	
              1003

            
	
              Section
      318(a)

            	 
      	
              107

            


    

     

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

    

                   SUBORDINATED
INDENTURE, dated as of ___________, between TRANSATLANTIC HOLDINGS, INC., a
corporation duly organized and existing under the laws of the State of Delaware
(herein called the “COMPANY”), having its principal office at ______________,
and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Trustee
(herein called the “TRUSTEE”).

     

    RECITALS
OF THE COMPANY

     

                    The
Company has duly authorized the execution and delivery of this Subordinated
Indenture to provide for the issuance from time to time of its unsecured
subordinated debentures, notes or other evidences of indebtedness (herein called
the “SECURITIES”), including, without limitation, junior subordinated deferrable
interest debentures, unlimited as to principal amount, to bear such rates of
interest, to mature at such time or times, to be issued in one or more series
and to have such other provisions as shall be fixed as in this Subordinated
Indenture provided.

     

                    All
things necessary to make this Subordinated Indenture a valid and legally binding
agreement of the Company, in accordance with its terms, have been
done.

     

                    NOW,
THEREFORE, THIS INDENTURE WITNESSETH:

     

                    For
and in consideration of the premises and the purchase of the Securities by the
Holders thereof, it is mutually agreed, for the equal and proportionate benefit
of all Holders of the Securities or of series thereof, as follows:

     

    ARTICLE
I

    DEFINITIONS
AND OTHER PROVISIONS

    OF
GENERAL APPLICATION

     

    Section 101. 
Definitions.

     

                    For
all purposes of this Subordinated Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

     

    
      	 
      	
              (1)

            	
              the
      terms defined in this Article have the meanings assigned to them in this
      Article and include the plural as well as the singular;

            
	 
      	 
      	 
      
	 
      	
              (2)

            	
              all
      other terms used herein which are defined in the Trust Indenture Act,
      either directly or by reference therein, have the meanings assigned to
      them therein;

            
	 
      	 
      	 
      
	 
      	
              (3)

            	
              all
      accounting terms not otherwise defined herein have the meanings assigned
      to them in accordance with generally accepted accounting principles, and,
      except as otherwise herein expressly provided, the term “generally
      accepted accounting principles” with respect to any computation required
      or permitted hereunder shall mean such accounting principles as are
      generally accepted at the date of such
  computation;

            


    

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          



      

    

    
      
        
          	 
      	
                  (4)

                	
                  unless
      the context otherwise requires, any reference to an “Article” or a
      “Section” refers to an Article or a Section, as the case may be, of this
      Subordinated Indenture; and

                
	 
      	 
      	 
      
	 
      	
                  (5)

                	
                  the
      words “herein”, “hereof” and “hereunder” and other words of similar import
      refer to this Subordinated Indenture as a whole and not to any particular
      Article, Section or other subdivision.

                
	 	 	 


        

      

    

                    “ACT”,
when used with respect to any Holder, has the meaning specified in Section
104.

     

                    “AFFILIATE”
of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such specified Person. For the purposes of this definition, “control” when used
with respect to any specified Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” have meanings correlative to the
foregoing.

     

                    “BOARD
OF DIRECTORS” means either the board of directors of the Company or any duly
authorized committee of that board.

     

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

     

                    “BUSINESS
DAY”, when used with respect to any Place of Payment, means, unless otherwise
specified as contemplated by Section 301, each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions in that
Place of Payment are authorized or obligated by law or executive order to
close.

     

                    “COMMISSION”
means the Securities and Exchange Commission, from time to time constituted,
created under the Exchange Act, or, if at any time after the execution of this
instrument such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act, then the body performing such
duties at such time.

     

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

     

                    “COMPANY
REQUEST” or “COMPANY ORDER” means a written request or order signed in the name
of the Company by its Chairman, one of its Vice Chairmen, its President or one
of its Vice Presidents (or any Person designated by one of them in writing as
authorized to execute and deliver Company Requests and Company Orders), and by
its Treasurer, one of its Assistant Treasurers, its Secretary or one of its
Assistant Secretaries (or any Person designated by one of them in writing as
authorized to execute and deliver Company Requests and Company Orders), and
delivered to the Trustee.

     

                    “CONSOLIDATED
ASSETS” mean the assets of the Company together with the assets of its
consolidated subsidiaries, to be determined as of the last day of the most
recent calendar

     

    - 2
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    quarter
ended at least 30 days prior to the date of determination and in accordance with
generally accepted accounting principles as in effect on the last day of that
calendar quarter.

     

                     “CORPORATE
TRUST OFFICE” means the principal office of the Trustee in New York, New York at
which at any particular time its corporate trust business shall be administered,
which office as of the date hereof is located at 101 Barclay Street, FL. 8W New
York, NY 10286 Att: Corporate Trust Administration.

     

                    “CORPORATION”
means a corporation, association, company, limited liability company,
joint-stock company or business trust.

     

                    “COVENANT
DEFEASANCE” has the meaning specified in Section 1303.

     

                    “DEFAULTED
INTEREST” has the meaning specified in Section 307.

     

                    “DEFEASANCE”
has the meaning specified in Section 1402.

     

                    “DEPOSITARY”
means, with respect to Securities of any series issuable in whole or in part in
the form of one or more Global Securities, any Person that is designated to act
as Depositary for such Securities as contemplated by Section 305.

     

                    “DESIGNATED
SUBSIDIARY” means Transatlantic Reinsurance Company, Trans Re Zurich and Putnam
Reinsurance Company, and any Subsidiary the assets of which, determined as of
the last day of the most recent calendar quarter ended at least 30 days prior to
the date of determination and in accordance with generally accepted accounting
principles as in effect on the last day of that calendar quarter, exceed 20% of
the Company’s consolidated assets.

     

                    “EVENT
OF DEFAULT” has the meaning specified in Section 501.

     

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

     

                    “EXPIRATION
DATE” has the meaning specified in Section 104.

     

                    “GAAP”
means United States generally accepted accounting principles.

     

                    “GLOBAL
SECURITY” means a Security that evidences all or part of the Securities of any
series and bears the legend set forth in Section 204 (or such legend as may be
specified as contemplated by Section 301 for such Securities).

     

                    “HOLDER”
means a Person in whose name a Security is registered in the Security
Register.

     

                    “INDEBTEDNESS”
means with respect to any Person, any indebtedness of such Person, whether or
not contingent, in respect of borrowed money or evidenced by bonds, securities,
debentures or similar instruments or letters of credit (or reimbursement
agreements in respect thereof) or banker’s acceptances, except any such balance
that constitutes an accrued expense or trade payable, if and to the extent any
of the foregoing indebtedness (other than letters of credit)

     

    - 3
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    would
appear as a liability upon a balance sheet of such Person prepared in accordance
with GAAP, as well as all indebtedness of others secured by a lien on any asset
of such Person (whether or not such indebtedness is assumed by such Person) and,
to the extent not otherwise included, the guarantee by such Person of any
indebtedness of any other Person. The amount of Indebtedness of any Person at
any date shall be the outstanding balance at such date of all unconditional
obligations as described above and the maximum liability, upon the occurrence of
the contingency giving rise to the obligation, of any contingent obligations at
such date; provided that the amount outstanding at any time of any Indebtedness
issued with original issue discount is the full amount of such Indebtedness less
the remaining unamortized portion of the original issue discount of such
Indebtedness at such time as determined in conformity with GAAP. The amount of
any Indebtedness outstanding as of any date shall be (i) the accreted value
thereof, in the case of any Indebtedness issued with original issue discount and
(ii) the principal amount thereof, together with any interest thereon that is
more than 30 days past due, in the case of any other Indebtedness.

     

                    “INDENTURE”
means this instrument as originally executed and as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, including, for all purposes
of this instrument and any such supplemental indenture, the provisions of the
Trust Indenture Act that are deemed to be a part of and govern this instrument
and any such supplemental indenture, respectively. The term “Indenture” shall
also include the terms of particular series of Securities established as
contemplated by Section 301.

     

                    “INTEREST”,
when used with respect to an Original Issue Discount Security which by its terms
bears interest only after Maturity, means interest payable after
Maturity.

     

                    “INTEREST
PAYMENT DATE”, when used with respect to any Security, means the Stated Maturity
of an installment of interest on such Security.

     

                    “INVESTMENT
COMPANY ACT” means the Investment Company Act of 1940 and any statute successor
thereto, in each case as amended from time to time.

     

                    “MATURITY”,
when used with respect to any Security, means the date on which the principal of
such Security or an installment of principal becomes due and payable as therein
or herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.

     

                    “NOTICE
OF DEFAULT” means a written notice of the kind specified in
Section 501(4).

     

                    “OBLIGATIONS”
means any principal, premium, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable (1) under this
Subordinated Indenture or the applicable Securities, or (2) under Senior
Debt.

     

                    “OFFICERS’
CERTIFICATE” means a certificate signed by the Chairman, a Vice Chairman, the
President or a Vice President, and by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Company, and delivered to the
Trustee. One of the officers signing an Officers’ Certificate given pursuant to
Section 1104 shall be the principal executive, financial or accounting officer
of the Company.

     

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                    “OPINION
OF COUNSEL” means a written opinion of counsel, who may be counsel for the
Company.

     

                    “ORIGINAL
ISSUE DISCOUNT SECURITY” means any Security which provides for an amount less
than the principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502.

     

                    “OUTSTANDING”,
when used with respect to Securities, means, as of the date of determination,
all Securities theretofore authenticated and delivered under this Subordinated
Indenture, except:

     

    
      	 
      	
              (1)

            	
              Securities
      theretofore cancelled by the Trustee or delivered to the Trustee for
      cancellation;

            
	 
      	 
      	 
      
	 
      	
              (2)

            	
              Securities
      for whose payment or redemption money in the necessary amount has been
      theretofore deposited with the Trustee or any Paying Agent (other than the
      Company) in trust or set aside and segregated in trust by the Company (if
      the Company shall act as its own Paying Agent) for the Holders of such
      Securities; provided that, if such Securities are to be redeemed, notice
      of such redemption has been duly given pursuant to this Subordinated
      Indenture or provision therefor satisfactory to the Trustee has been
      made;

            
	 
      	 
      	 
      
	 
      	
              (3)

            	
              Securities
      as to which Defeasance has been effected pursuant to Section 1402;
      and

            
	 
      	 
      	 
      
	 
      	
              (4)

            	
              Securities
      which have been paid pursuant to Section 306 or in exchange for or in lieu
      of which other Securities have been authenticated and delivered pursuant
      to this Subordinated Indenture, other than any such Securities in respect
      of which there shall have been presented to the Trustee proof satisfactory
      to it that such Securities are held by a bona fide purchaser in whose
      hands such Securities are valid obligations of the
  Company;

            


    

     

    provided,
however, that in determining whether the Holders of the requisite principal
amount of the Outstanding Securities have given, made or taken any request,
demand, authorization, direction, notice, consent, waiver or other action
hereunder as of any date, (A) the principal amount of an Original Issue Discount
Security which shall be deemed to be Outstanding shall be the amount of the
principal thereof which would be due and payable as of such date upon
acceleration of the Maturity thereof to such date pursuant to Section 502, (B)
if, as of such date, the principal amount payable at the Stated Maturity of a
Security is not determinable, the principal amount of such Security which shall
be deemed to be Outstanding shall be the amount as specified or determined as
contemplated by Section 301, (C) the principal amount of a Security denominated
in one or more foreign currencies or currency units which shall be deemed to be
Outstanding shall be the U.S. dollar equivalent, determined as of such date in
the manner provided as contemplated by Section 301, of the principal amount of
such Security (or, in the case of a Security described in Clause (A) or (B)
above, of the amount determined as provided in such Clause), and (D) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee shall be
protected in relying

     

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    upon any
such request, demand, authorization, direction, notice, consent, waiver or other
action, only Securities which a Responsible Officer of the Trustee actually
knows to be so owned shall be so disregarded. Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.

     

                    “PAYING
AGENT” means any Person authorized by the Company to pay the principal of or any
premium or interest on any Securities on behalf of the Company.

     

                    “PERSON”
means any individual, corporation, partnership, joint venture, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

     

                    “PLACE
OF PAYMENT”, when used with respect to the Securities of any series, means the
place or places where the principal of and any premium and interest on the
Securities of that series are payable as specified as contemplated by Section
301.

     

                    “PREDECESSOR
SECURITY” of any particular Security means every previous Security evidencing
all or a portion of the same debt as that evidenced by such particular Security;
and, for the purposes of this definition, any Security authenticated and
delivered under Section 306 in exchange for or in lieu of a mutilated,
destroyed, lost or stolen Security shall be deemed to evidence the same debt as
the mutilated, destroyed, lost or stolen Security.

     

                    “REDEMPTION
DATE”, when used with respect to any Security to be redeemed, means the date
fixed for such redemption by or pursuant to this Subordinated
Indenture.

     

                    “REDEMPTION
PRICE”, when used with respect to any Security to be redeemed, means the price
at which it is to be redeemed pursuant to this Subordinated
Indenture.

     

                    “REGULAR
RECORD DATE” for the interest payable on any Interest Payment Date on the
Securities of any series means the date specified for that purpose as
contemplated by Section 301.

     

                    “RESPONSIBLE
OFFICER” when used with respect to the Trustee, means any vice president, any
assistant vice president, any senior trust officer or assistant trust officer,
any trust officer, or any other officer associated with the corporate trust
department of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred because of such person’s knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the
administration of this Indenture.

     

                     “SECURITIES”
has the meaning stated in the first recital of this Subordinated Indenture and
more particularly means any Securities authenticated and delivered under this
Subordinated Indenture.

     

                    “SECURITIES
ACT” means the Securities Act of 1933 and any statute successor thereto, in each
case as amended from time to time.

     

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                    “SECURITY
REGISTER” and “SECURITY REGISTRAR” have the respective meanings specified in
Section 305.

     

                    “SENIOR
DEBT” means any Indebtedness unless the instrument under which such Indebtedness
is incurred expressly provides that it is on a parity with or subordinated in
right of payment to the Securities. Without limiting the generality of the
foregoing, Senior Debt includes Obligations
under the Senior Indenture and Obligations under any securities issued under the
Senior Indenture. Notwithstanding anything to the contrary in the foregoing,
Senior Debt will not include (a) any Indebtedness of the Company to any of its
Subsidiaries or other Affiliates, (b) any trade payables or (c) any Indebtedness
that is incurred in violation of this Subordinated Indenture.

     

                    “SENIOR
INDENTURE” means the Senior Indenture dated the date hereof between the Company
and [           ], as
trustee, as amended, modified or supplemented from time to time.

     

                    “SPECIAL
RECORD DATE” for the payment of any Defaulted Interest means a date fixed by the
Trustee pursuant to Section 307.

     

                    “STATED
MATURITY”, when used with respect to any Security or any installment of
principal thereof or interest thereon, means the date specified in such Security
as the fixed date on which the principal of such Security or such installment of
principal or interest is due and payable.

     

                    “SUBSIDIARY”
means a corporation, partnership or trust in which the Company and/or one or
more of its Subsidiaries own at least 50% of the Voting Stock.

     

                    “TRUST
INDENTURE ACT” means the Trust Indenture Act of 1939 as in force at the date as
of which this instrument was executed; provided, however, that in the event the
Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act”
means, to the extent required by any such amendment, the Trust Indenture Act of
1939 as so amended.

     

                    “TRUSTEE”
means the Person named as the “Trustee” in the first paragraph of this
instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Subordinated Indenture, and thereafter “Trustee”
shall mean or include each Person who is then a Trustee hereunder, and if at any
time there is more than one such Person, “Trustee” as used with respect to the
Securities of any series shall mean the Trustee with respect to Securities of
that series.

     

                    “U.S.
GOVERNMENT OBLIGATION” has the meaning specified in Section 1404.

     

                    “VICE
PRESIDENT”, when used with respect to the Company or the Trustee, means any vice
president, whether or not designated by a number or a word or words added before
or after the title “vice president”.

     

                    “VOTING
STOCK” means stock which ordinarily has voting power for the election of
directors, whether at all times or only so long as no senior class of stock has
such voting power by reason of any contingency.

     

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    Section 102.  Compliance
Certificates and Opinions.

     

                    Upon
any application or request by the Company to the Trustee to take any action
under any provision of this Subordinated Indenture, the Company shall furnish to
the Trustee such certificates and opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of an
Officers’ Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Subordinated Indenture.

     

                    Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Subordinated Indenture (except for certificates provided
for in Section 1104) shall include,

     

    
      	 
      	
              (1)

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

            
	 
      	 
      	 
      
	 
      	
              (2)

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

            
	 
      	 
      	 
      
	 
      	
              (3)

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

            
	 
      	 
      	 
      
	 
      	
              (4)

            	
              a
      statement as to whether, in the opinion of each such individual, such
      condition or covenant has been complied
with.

            


    

     

    Section 103.  Form of
Documents Delivered to Trustee.

     

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

     

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

     

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

     

    Section 104. Acts of Holders;
Record Dates.

     

                    Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Subordinated Indenture to be given, made or
taken by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Subordinated Indenture and (subject to Section 601) conclusive in favor of the
Trustee and the Company, if made in the manner provided in this
Section.

     

                    The
fact and date of the execution by any Person of any such instrument or writing
may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which the Trustee deems sufficient.

     

                    The
ownership of Securities shall be proved by the Security Register.

     

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

     

                    The
Company may set any day as a record date for the purpose of determining the
Holders of Outstanding Securities of any series entitled to give, make or take
any request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Subordinated Indenture to be given, made or
taken by Holders of Securities of such series, provided that the Company may not
set a record date for, and the provisions of this paragraph shall not apply with
respect to, the giving or making of any notice, declaration, request or
direction referred to in the next paragraph. If any record date is set pursuant
to this paragraph, the Holders of Outstanding Securities of the relevant series
on such record date, and no other Holders, shall be entitled to take the
relevant action, whether or not such Holders remain Holders after such record
date; provided that no such action shall be effective hereunder unless taken on
or prior to the applicable Expiration Date by Holders of the requisite principal
amount of

     

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    Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Company from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Company, at its own expense, shall cause notice
of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Trustee in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section
106.

     

                    The
Trustee may set any day as a record date for the purpose of determining the
Holders of Outstanding Securities of any series entitled to join in the giving
or making of (i) any Notice of Default, (ii) any declaration of acceleration
referred to in Section 502, (iii) any request to institute proceedings referred
to in Section 507(2) or (iv) any direction referred to in Section 512, in each
case with respect to Securities of such series. If any record date is set
pursuant to this paragraph, the Holders of Outstanding Securities of such series
on such record date, and no other Holders, shall be entitled to join in such
notice, declaration, request or direction, whether or not such Holders remain
Holders after such record date; provided that no such action shall be effective
hereunder unless taken on or prior to the applicable Expiration Date by Holders
of the requisite principal amount of Outstanding Securities of such series on
such record date. Nothing in this paragraph shall be construed to prevent the
Trustee from setting a new record date for any action for which a record date
has previously been set pursuant to this paragraph (whereupon the record date
previously set shall automatically and with no action by any Person be cancelled
and of no effect), and nothing in this paragraph shall be construed to render
ineffective any action taken by Holders of the requisite principal amount of
Outstanding Securities of the relevant series on the date such action is taken.
Promptly after any record date is set pursuant to this paragraph, the Trustee,
at the Company’s expense, shall cause notice of such record date, the proposed
action by Holders and the applicable Expiration Date to be given to the Company
in writing and to each Holder of Securities of the relevant series in the manner
set forth in Section 106.

     

                    With
respect to any record date set pursuant to this Section, the party hereto which
sets such record dates may designate any day as the “Expiration Date” and from
time to time may change the Expiration Date to any earlier or later day;
provided that no such change shall be effective unless notice of the proposed
new Expiration Date is given to the other party hereto in writing, and to each
Holder of Securities of the relevant series in the manner set forth in Section
106, on or prior to the existing Expiration Date. If an Expiration Date is not
designated with respect to any record date set pursuant to this Section, the
party hereto which set such record date shall be deemed to have initially
designated the 90th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph.

     

                    Without
limiting the foregoing, a Holder entitled hereunder to take any action hereunder
with regard to any particular Security may do so with regard to all or any part
of the principal amount of such Security or by one or more duly appointed agents
each of which may do so pursuant to such appointment with regard to all or any
part of such principal amount.

     

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    Section 105.   Notices,
Etc., to Trustee and Company.

     

                    Any
request, demand, authorization, direction, notice, consent, waiver or Act of
Holders or other document provided or permitted by this Subordinated Indenture
to be made upon, given or furnished to, or filed with,

     

    
      	 
      	
              (1)

            	
              the
      Trustee by any Holder or by the Company shall be sufficient for every
      purpose hereunder if made, given, furnished or filed in writing to or with
      the Trustee at its Corporate Trust Office; or

            
	 
      	 
      	 
      
	 
      	
              (2)

            	
              the
      Company by the Trustee or by any Holder shall be sufficient for every
      purpose hereunder (unless otherwise herein expressly provided) if in
      writing and mailed, first-class postage prepaid, to the Company addressed
      to it at the address of its principal office specified in the first
      paragraph of this instrument, Attention Secretary, or at any other address
      previously furnished in writing to the Trustee by the
    Company.

            


    

     

    Section 106. Notice to
Holders; Waiver.

     

                    Where
this Subordinated Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his or her address as it appears in the Security Register, not
later than the latest date (if any), and not earlier than the earliest date (if
any), prescribed for the giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Where this
Subordinated Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders shall be filed with the Trustee, but such filing
shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

     

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

     

    Section 107. Conflict with
Trust Indenture Act.

     

                    If
any provision hereof limits, qualifies or conflicts with a provision of the
Trust Indenture Act which is required under such Act to be a part of and govern
this Subordinated Indenture, the latter provision shall control. If any
provision of this Subordinated Indenture modifies or excludes any provision of
the Trust Indenture Act which may be so modified or excluded, the latter
provision shall be deemed to apply to this Subordinated Indenture as so modified
or to be excluded, as the case may be.

     

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    Section 108.  Effect of
Headings and Table of Contents.

     

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

     

    Section 109. Successors and
Assigns.

     

                    All
covenants and agreements in this Subordinated Indenture by the Company shall
bind its successors and assigns, whether so expressed or not.

     

    Section 110. Separability
Clause.

     

                    In
case any provision in this Subordinated Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired
thereby.

     

    Section 111. Benefits of
Indenture.

     

                    Nothing
in this Subordinated Indenture or in the Securities, express or implied, shall
give to any Person, other than the parties hereto and their successors hereunder
and the Holders, any benefit or any legal or equitable right, remedy or claim
under this Subordinated Indenture.

     

    Section 112. Governing
Law.

     

                    This
Subordinated Indenture and the Securities shall be governed by, and construed in
accordance with, the laws of the State of New York.

     

    Section 113. Legal
Holidays.

     

                    In
any case where any Interest Payment Date, Redemption Date or Stated Maturity of
any Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Subordinated Indenture or of the
Securities (other than a provision of any Security which specifically states
that such provision shall apply in lieu of this Section)) payment of interest or
principal (and premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date
or Redemption Date, or at the Stated Maturity; provided, however, that no
interest shall accrue for the period from and after such Interest Payment Date,
Redemption Date or Stated Maturity, as the case may be, to the date of such
payment.

     

    ARTICLE
II

    SECURITY
FORMS

     

    Section 201. Forms
Generally.

     

                    The
Securities of each series shall be in substantially the form set forth in this
Article, or in such other form as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions,

     

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    substitutions
and other variations as are required or permitted by this Subordinated
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or Depositary therefor or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution thereof. If the form of Securities of any series
is established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 303 for the
authentication and delivery of such Securities. If all of the Securities of any
series established by action taken pursuant to a Board Resolution are not to be
issued at one time, it shall not be necessary to deliver a record of such action
at the time of issuance of each Security of such series, but an appropriate
record of such action shall be delivered at or before the time of issuance of
the first Security of such series.

     

                    The
Trustee’s certificates of authentication shall be in substantially the same form
set forth in this Article.

     

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

     

    Section 202. Form of Face of
Security.

     

                    [Insert
any legend required by the Internal Revenue Code and the regulations
thereunder.]

     

    TRANSATLANTIC
HOLDINGS, INC.

     

    
      	
              No.
      ______   

            	
              $
      _______

            


    

                    

    Transatlantic
Holdings, Inc., a corporation duly organized and existing under the laws of
Delaware (herein called the “Company”, which term includes any successor Person
under the Subordinated Indenture hereinafter referred to), for value received,
hereby promises to pay to _____________________, or registered assigns, the
principal sum of _____________________ Dollars on ______________________________
[if the Security is to bear interest prior to Maturity, insert -- , and to pay
interest thereon from _________ or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually on _________
and ________ in each year, commencing _________ , at the rate of ____% per
annum, until the principal hereof is paid or made available for payment [if
applicable, insert -- , provided that any principal and premium, and any such
installment of interest, which is overdue shall bear interest at the rate of
____% per annum (to the extent that the payment of such interest shall be
legally enforceable), from the dates such amounts are due until they are paid or
made available for payment, and such interest shall be payable on demand]. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Subordinated Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the _____ or _____ (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date. Any such interest
not so punctually paid or duly provided

     

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    for will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Subordinated Indenture].

     

                    [If
the Security is not to bear interest prior to Maturity, insert -- The principal
of this Security shall not bear interest except in the case of a default in
payment of principal upon acceleration, upon redemption or at Stated Maturity
and in such case the overdue principal and any overdue premium shall bear
interest at the rate of ____% per annum (to the extent that the payment of such
interest shall be legally enforceable), from the dates such amounts are due
until they are paid or made available for payment. Interest on any overdue
principal or premium shall be payable on demand.]

     

                    Payment
of the principal of (and premium, if any) and [if applicable, insert -- any
such] interest on this Security will be made at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, The City of New
York], in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts [if
applicable, insert -- ; provided, however, that at the option of the Company
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security
Register].

     

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

     

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

     

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

     

    Dated:

     

    
      	 
      	
              TRANSATLANTIC
      HOLDINGS, INC

            
	 
      	 
      
	 
      	
              By:
      ____________________________

            
	 
      	
                     Name:

            
	 
      	
                     Title:

            


    

    


    
      	
              Attest:

            	 
      
	 
      	 
      
	
              ____________________________

            	 
      
	
              Name:

            	 
      
	
              Title:

            	 
      


    

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    Section 203. Form of Reverse
of Security.

     

                    This
Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities”), issued and to be issued in one or more series under a
Subordinated Indenture, dated as of ________________ (herein called the
“Subordinated Indenture”, which term shall have the meaning assigned to it in
such instrument), between the Company and The Bank of New York Mellon, as
Trustee (herein called the “Trustee”, which term includes any successor trustee
under the Subordinated Indenture), to which Subordinated Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof [if applicable,
insert -- , [initially] limited in aggregate principal amount to $_______][,
provided that the Company may, without the consent of any Holder, at any time
and from time to time, increase the initial principal amount.]

     

                    [If
applicable, insert -- The Securities of this series are subject to redemption
upon not less than 30 days’ notice by mail, [if applicable, insert -- (1) on
________ in any year commencing with the year ____ and ending with the year ____
through operation of the sinking fund for this series at a Redemption Price
equal to 100% of the principal amount, and (2)] at any time [if applicable,
insert -- on or after ______, ___], as a whole or in part, at the election of
the Company, at the following Redemption Prices (expressed as percentages of the
principal amount): If redeemed [if applicable, insert -- on or before ________,
__%, and if redeemed] during the 12-month period beginning ______ of the years
indicated,

     

    
      
        	
                Year

              	 
      	
                Redemption

                Price

              	 
      	
                Year

              	 
      	
                Redemption

                Price

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


      

    

     

     

     

     

    and
thereafter at a Redemption Price equal to ____% of the principal amount,
together in the case of any such redemption [if applicable, insert -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Subordinated Indenture.]

     

                    [If
applicable, insert -- The Securities of this series are subject to redemption
upon not less than 30 days’ notice by mail, (1) on ________ in any year
commencing with the year ____ and ending with the year _____ through operation
of the sinking fund for this series at the Redemption Prices for redemption
through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below, and (2) at any time [if applicable, insert
-- on or after ________], as a whole or in part, at the election of the
Company,

     

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    at the
Redemption Prices for redemption otherwise than through operation of the sinking
fund (expressed as percentages of the principal amount) set forth in the table
below: If redeemed during the 12-month period beginning ________ of the years
indicated,

     

    
      
        	
                Year

              	 
      	
                Redemption
      Price

                For
      Redemption

                Through
      Operation

                of
      the

                Sinking
      Fund

              	 
      	
                Redemption
      Price For

                Redemption
      Otherwise

                Than
      Through Operation

                of
      the Sinking Fund

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      


      

    

     

     

     

     

    and
thereafter at a Redemption Price equal to ____% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Subordinated
Indenture.]

     

                    [If
applicable, insert -- Notwithstanding the foregoing, the Company may not, prior
to _____, redeem any Securities of this series as contemplated by [if
applicable, insert -- Clause (2) of] the preceding paragraph as a part of, or in
anticipation of, any refunding operation by the application, directly or
indirectly, of moneys borrowed having an interest cost to the Company
(calculated in accordance with generally accepted financial practice) of less
than ____% per annum.]

     

                    [If
applicable, insert -- The sinking fund for this series provides for the
redemption on ________ in each year beginning with the year _____ and ending
with the year _____ of [if applicable, insert -- not less than $_______
(“mandatory sinking fund”) and not more than] $_______ aggregate principal
amount of Securities of this series. Securities of this series acquired or
redeemed by the Company otherwise than through [if applicable, insert --
mandatory] sinking fund payments may be credited against subsequent [if
applicable, insert -- mandatory] sinking fund payments otherwise required to be
made [if applicable, insert -- , in the inverse order in which they become
due].]

     

                    [If
the Security is subject to redemption of any kind, insert -- In the event of
redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.]

     

                    [If
applicable, insert -- The Subordinated Indenture contains provisions for
defeasance at any time of [the entire indebtedness of this Security] [or]
[certain restrictive covenants and Events of Default with respect to this
Security] [, in each case] upon compliance with certain conditions set forth in
the Subordinated Indenture.]

     

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                    [If
the Security is not an Original Issue Discount Security, insert -- If an Event
of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Subordinated
Indenture.]

     

                    [If
the Security is an Original Issue Discount Security, insert -- If an Event of
Default with respect to Securities of this series shall occur and be continuing,
an amount of principal of the Securities of this series may be declared due and
payable in the manner and with the effect provided in the Subordinated
Indenture. Such amount shall be equal to -- insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal, premium and interest (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Company’s obligations in respect of the payment of the
principal of and premium and interest, if any, on the Securities of this series
shall terminate.]

     

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

     

                    [If
the Security is an Original Issue Discount Security, insert -- In determining
whether the Holders of the requisite principal amount of the Outstanding
Securities have given any request, demand, authorization, direction, notice,
consent or waiver under the Subordinated Indenture or whether a quorum is
present at a meeting of Holders of Securities, the principal amount of any
Original Issue Discount Security that shall be deemed to be Outstanding shall be
the amount of the principal thereof that would be due and payable as of the date
of such determination upon the acceleration of the Maturity
thereof.]

     

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

     

                    As
provided in and subject to the provisions of the Subordinated Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Subordinated Indenture or for the appointment of a receiver
or trustee or for any other remedy thereunder, unless such Holder shall have
previously given the Trustee written notice of a continuing Event

     

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    of
Default with respect to the Securities of this series, the Holders of not less
than 25% in principal amount of the Securities of this series at the time
Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity, and the Trustee shall not have received from the
Holders of a majority in principal amount of Securities of this series at the
time Outstanding a direction inconsistent with such request, and shall have
failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.

     

                    As
provided in the Subordinated Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

     

                    Payment
of the principal of, premium, if any, and interest on this Security is
subordinated, to the extent and in the manner provided in the Subordinated
Indenture, to the right of payment in full of all present and future Senior
Debt; the subordination provisions in the Subordinated Indenture are for the
benefit of the holders of Senior Debt. Each Holder of a Security, by the
Holder’s acceptance thereof, authorizes and directs the Trustee on the Holder’s
behalf to take such action as may be necessary or appropriate to effectuate the
subordination as provided in Article 10 of the Subordinated Indenture, and
appoints the Trustee to act as the Holder’s attorney-in-fact for any and all
such purposes.

     

                    The
Securities of this series are issuable only in registered form without coupons
in denominations of $________ and any integral multiple thereof. As provided in
the Subordinated Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

     

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

     

                    Prior
to due presentment of this Security for registration of transfer, the Company,
the Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.

     

    - 18
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                    All
terms used in this Security which are defined in the Subordinated Indenture
shall have the meanings assigned to them in the Subordinated
Indenture.

     

    Section 204.   Form of
Legend for Global Securities.

     

                    Any
Global Security issued hereunder shall, in addition to the provisions contained
in Sections 202 and 203, bear a legend in substantially the following
form:

     

                    THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE SUBORDINATED INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED
IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE SUBORDINATED INDENTURE AND MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY.

     

                    Unless
otherwise provided as contemplated by Section 301 with respect to any series of
Securities, any Global Security shall provide, in addition to the provisions set
forth in Sections 202 and 203 and the preceding paragraph, that the Depositary
will not sell, assign, transfer or otherwise convey any beneficial interest in
such Global Security unless such beneficial interest is in an amount equal to an
authorized denomination for Securities of such series, and that the Depositary,
by accepting such Global Security, agrees to be bound by such
provision.

     

    Section 205.   Form of
Trustee’s Certificate of Authentication.

     

                    The
Trustee’s certificates of authentication shall be in substantially the following
form:

     

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

     

    Dated:

     

    
      	 
      	
              THE
      BANK OF NEW YORK MELLON

            
	 
      	 
      
	 
      	
              _____________________________________

            
	 
      	
              As
      Trustee

            
	 
      	
                

            
	 
      	 
      
	 
      	
              By:
      __________________________________

            
	 
      	
                      Authorized
      Signatory

            


    

     

     

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    ARTICLE
III

    THE
SECURITIES

     

    Section 301.   Amount
Unlimited; Issuable in Series.

     

                    The
aggregate principal amount of Securities which may be authenticated and
delivered under this Subordinated Indenture is unlimited.

     

                    The
Securities may be issued in one or more series. There shall be established in or
pursuant to a Board Resolution and, subject to Section 303, set forth, or
determined in the manner provided, in an Officers’ Certificate, or established
in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series,

     

    
      	 
      	
              (1)

            	
              the
      title of the Securities of the series, including CUSIP number(s) (which
      shall distinguish the Securities of the series from Securities of any
      other series);

            
	 
      	 
      	 
      
	 
      	
              (2)

            	
              any
      limit upon the aggregate principal amount of the Securities of the series
      which may be authenticated and delivered under this Subordinated Indenture
      (except for Securities authenticated and delivered upon registration of
      transfer of, or in exchange for, or in lieu of, other Securities of the
      series pursuant to Section 304, 305, 306, 906, 1207 or 1303 and except for
      any Securities which, pursuant to Section 303, are deemed never to have
      been authenticated and delivered hereunder);

            
	 
      	 
      	 
      
	 
      	
              (3)

            	
              the
      Person to whom any interest on a Security of the series shall be payable,
      if other than the Person in whose name that Security (or one or more
      Predecessor Securities) is registered at the close of business on the
      Regular Record Date for such interest;

            
	 
      	 
      	 
      
	 
      	
              (4)

            	
              the
      date or dates on which the principal of any Securities of the series is
      payable;

            
	 
      	 
      	 
      
	 
      	
              (5)

            	
              the
      rate or rates at which any Securities of the series shall bear interest,
      if any, the date or dates from which any such interest shall accrue, the
      Interest Payment Dates on which any such interest shall be payable and the
      Regular Record Date for any such interest payable on any Interest Payment
      Date;

            
	 
      	 
      	 
      
	 
      	
              (6)

            	
              the
      place or places where the principal of and any premium and interest on any
      Securities of the series shall be payable;

            
	 
      	 
      	 
      
	 
      	
              (7)

            	
              the
      period or periods within which, the price or prices at which and the terms
      and conditions upon which any Securities of the series may be redeemed, in
      whole or in part, at the option of the Company and, if other than by a
      Board Resolution, the manner in which any election by the Company to
      redeem the Securities shall be evidenced;

            
	 
      	 
      	 
      
	 
      	
              (8)

            	
              the
      obligation, if any, of the Company to redeem or purchase any Securities of
      the series pursuant to any sinking fund or analogous provisions or at the
      option of the Holder thereof and the period or periods within which, the
      price or prices at which

            


    

     

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                      and
      the terms and conditions upon which any Securities of the series shall be
      redeemed or purchased, in whole or in part, pursuant to such
      obligation;

                    
	 	 	 
	 
      	
                      (9)

                    	
                      if
      other than denominations of $1,000 and any integral multiple thereof, the
      denominations in which any Securities of the series shall be
      issuable;

                    
	 
      	 
      	 
      
	 
      	
                      (10)

                    	
                      if
      the amount of principal of or any premium or interest on any Securities of
      the series may be determined with reference to a financial or economic
      measure or pursuant to a formula, the manner in which such amounts shall
      be determined;

                    
	 
      	 
      	 
      
	 
      	
                      (11)

                    	
                      if
      other than the currency of the United States of America, the currency,
      currencies or currency units in which the principal of or any premium or
      interest on any Securities of the series shall be payable and the manner
      of determining the equivalent thereof in the currency of the United States
      of America for any purpose, including for purposes of the definition of
      “Outstanding” in Section 101;

                    
	 
      	 
      	 
      
	 
      	
                      (12)

                    	
                      if
      the principal of or any premium or interest on any Securities of the
      series is to be payable, at the election of the Company or the Holder
      thereof, in one or more currencies or currency units other than that or
      those in which such Securities are stated to be payable, the currency,
      currencies or currency units in which the principal of or any premium or
      interest on such Securities as to which such election is made shall be
      payable, the periods within which and the terms and conditions upon which
      such election is to be made and the amount so payable (or the manner in
      which such amount shall be determined);

                    
	 
      	 
      	 
      
	 
      	
                      (13)

                    	
                      if
      other than the entire principal amount thereof, the portion of the
      principal amount of any Securities of the series which shall be payable
      upon declaration of acceleration of the Maturity thereof pursuant to
      Section 502;

                    
	 
      	 
      	 
      
	 
      	
                      (14)

                    	
                      if
      the principal amount payable at the Stated Maturity of any Securities of
      the series will not be determinable as of any one or more dates prior to
      the Stated Maturity, the amount which shall be deemed to be the principal
      amount of such Securities as of any such date for any purpose thereunder
      or hereunder, including the principal amount thereof which shall be due
      and payable upon any Maturity other than the Stated Maturity or which
      shall be deemed to be Outstanding as of any date prior to the Stated
      Maturity (or, in any such case, the manner in which such amount deemed to
      be the principal amount shall be determined);

                    
	 
      	 
      	 
      
	 
      	
                      (15)

                    	
                      if
      other than by a Board Resolution, the manner in which any election by the
      Company to defease any Securities of the series pursuant to Section 1402
      or Section 1403 shall be evidenced; whether any Securities of the series
      other than Securities denominated in U.S. dollars and bearing interest at
      a fixed rate are to be subject to Section 1402 or Section 1403; or, in the
      case of Securities denominated in U.S. dollars and bearing interest at a
      fixed rate, if applicable, that the Securities of the series, in whole or
      any specified part, shall not be defeasible pursuant to Section 1402 or
      Section 1403 or both such
Sections;

                    


            

          

        

      

    

     

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              (16)

            	
              if
      applicable, that any Securities of the series shall be issuable in whole
      or in part in the form of one or more Global Securities and, in such case,
      the respective Depositaries for such Global Securities, the form of any
      legend or legends which shall be borne by any such Global Security in
      addition to or in lieu of that set forth in Section 204 and any
      circumstances in addition to or in lieu of those set forth in Clause (2)
      of the last paragraph of Section 305 in which any such Global Security may
      be exchanged in whole or in part for Securities registered, and any
      transfer of such Global Security in whole or in part may be registered, in
      the name or names of Persons other than the Depositary for such Global
      Security or a nominee thereof;

            
	 
      	 
      	 
      
	 
      	
              (17)

            	
              any
      addition to or change in the Events of Default which applies to any
      Securities of the series and any change in the right of the Trustee or the
      requisite Holders of such Securities to declare the principal amount
      thereof due and payable pursuant to Section 502;

            
	 
      	 
      	 
      
	 
      	
              (18)

            	
              any
      addition to, deletion from or change in the covenants set forth in Article
      Ten which applies to Securities of the series; and

            
	 
      	 
      	 
      
	 
      	
              (19)

            	
              any
      other terms of the series (which terms shall not be inconsistent with the
      provisions of this Subordinated Indenture, except as permitted by Section
      901(5)).

            


    

     

                    All
Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to the Board
Resolution referred to above and (subject to Section 303) set forth, or
determined in the manner provided, in the Officers’ Certificate referred to
above or in any such indenture supplemental hereto. All Securities of any one
series need not be issued at one time and, unless otherwise provided in or
pursuant to the Board Resolution referred to above and (subject to Section 303)
set forth, or determined in the manner provided, in the Officers’ Certificate
referred to above or in any such indenture supplemental hereto with respect to a
series of Securities, additional Securities of a series may be issued, at the
option of the Company, without the consent of any Holder, at any time and from
time to time.

     

                    If
any of the terms of the series are established by action taken pursuant to a
Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers’
Certificate setting forth the terms of the series. If all of the Securities of
any series established by action taken pursuant to a Board Resolution are not to
be issued at one time, it shall not be necessary to deliver a record of such
action at the time of issuance of each Security of such series, but an
appropriate record of such action shall be delivered at or before the time of
issuance of the first Security of such series.

     

    Section 302.
Denominations.

     

                    The
Securities of each series shall be issuable only in registered form without
coupons and only in such denominations as shall be specified as contemplated by
Section 301. In the absence of any such specified denomination with respect
to the Securities of any series, the

     

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    Securities
of such series shall be issuable in denominations of $1,000 and any integral
multiple thereof.

     

    Section 303.   Execution,
Authentication, Delivery and Dating.

     

                    The
Securities shall be executed on behalf of the Company by its Chairman, one of
its Vice Chairman, its President, its Treasurer or one of its Vice Presidents
and attested by its Secretary or one of its Assistant Secretaries. The signature
of any of these officers on the Securities may be manual or
facsimile.

     

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

     

                    At
any time and from time to time after the execution and delivery of this
Subordinated Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Securities, and the
Trustee in accordance with the Company Order shall authenticate and deliver such
Securities. If the form or terms of the Securities of the series have been
established by or pursuant to one or more Board Resolutions as permitted by
Sections 201 and 301, in authenticating such Securities, and accepting the
additional responsibilities under this Subordinated Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to
Section 601) shall be fully protected in relying upon, an Opinion of Counsel
stating,

     

    
      	 
      	
              (1)

            	
              if
      the form of such Securities has been established by or pursuant to Board
      Resolution as permitted by Section 201, that such form has been
      established in conformity with the provisions of this Subordinated
      Indenture;

            
	 
      	 
      	 
      
	 
      	
              (2)

            	
              if
      the terms of such Securities have been established by or pursuant to Board
      Resolution as permitted by Section 301, that such terms have been
      established in conformity with the provisions of this Subordinated
      Indenture; and

            
	 
      	 
      	 
      
	 
      	
              (3)

            	
              that
      such Securities, when authenticated and delivered by the Trustee and
      issued by the Company in the manner and subject to any conditions
      specified in such Opinion of Counsel, will constitute valid and legally
      binding obligations of the Company enforceable in accordance with their
      terms, subject to bankruptcy, insolvency, fraudulent transfer,
      reorganization, moratorium and similar laws of general applicability
      relating to or affecting creditors’ rights and to general equity
      principles.

            


    

                    

    If such
form or terms have been so established, the Trustee shall not be required to
authenticate such Securities if the issue of such Securities pursuant to this
Subordinated Indenture will affect the Trustee’s own rights, duties or
immunities under the Securities and this Subordinated Indenture or otherwise in
a manner which is not reasonably acceptable to the Trustee.

     

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                    Notwithstanding
the provisions of Section 301 and of the preceding paragraph, if all Securities
of a series are not to be originally issued at one time, including in the event
that the size of a series of Outstanding Securities is increased as contemplated
by Section 301, it shall not be necessary to deliver the Officers’ Certificate
otherwise required pursuant to Section 301 or the Company Order and Opinion of
Counsel otherwise required pursuant to such preceding paragraph at or prior to
the authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.

     

                    Each
Security shall be dated the date of its authentication.

     

                    No
Security shall be entitled to any benefit under this Subordinated Indenture or
be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 309, for all
purposes of this Subordinated Indenture such Security shall be deemed never to
have been authenticated and delivered hereunder and shall never be entitled to
the benefits of this Subordinated Indenture.

     

    Section 304. Temporary
Securities.

     

                    Pending
the preparation of definitive Securities of any series, the Company may execute,
and upon Company Order the Trustee shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their
execution of such Securities.

     

                    If
temporary Securities of any series are issued, the Company will cause definitive
Securities of that series to be prepared without unreasonable delay. After the
preparation of definitive Securities of such series, the temporary Securities of
such series shall be exchangeable for definitive Securities of such series upon
surrender of the temporary Securities of such series at the office or agency of
the Company in a Place of Payment for that series, without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Securities of any
series, the Company shall execute and the Trustee shall authenticate and deliver
in exchange therefor one or more definitive Securities of the same series, of
any authorized denominations and of like tenor and aggregate principal amount.
Until so exchanged, the temporary Securities of any series shall in all respects
be entitled to the same benefits under this Subordinated Indenture as definitive
Securities of such series and tenor.

     

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    Section 305.  
Registration, Registration of Transfer and Exchange.

     

                    The
Company shall cause to be kept at the Corporate Trust Office of the Trustee a
register (the register maintained in such office and in any other office or
agency of the Company in a Place of Payment being herein sometimes collectively
referred to as the “SECURITY REGISTER”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Securities and of transfers of Securities. The Trustee is hereby appointed
“Security Registrar” for the purpose of registering Securities and transfers of
Securities as herein provided.

     

                    Upon
surrender for registration of transfer of any Security of a series at the office
or agency of the Company in a Place of Payment for that series, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Securities of the same
series, of any authorized denominations and of like tenor and aggregate
principal amount.

     

                    At
the option of the Holder, Securities of any series may be exchanged for other
Securities of the same series, of any authorized denominations and of like tenor
and aggregate principal amount, upon surrender of the Securities to be exchanged
at such office or agency. Whenever any Securities are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive.

     

                    All
Securities issued upon any registration of transfer or exchange of Securities
shall be the valid obligations of the Company, evidencing the same debt, and
entitled to the same benefits under this Subordinated Indenture, as the
Securities surrendered upon such registration of transfer or
exchange.

     

                    Every
Security presented or surrendered for registration of transfer or for exchange
shall (if so required by the Company or the Trustee) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed, by the Holder thereof or his
attorney duly authorized in writing.

     

                    No
service charge shall be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 304, 906, 1207 or 1303 not involving any
transfer.

     

                    If
the Securities of any series (or of any series and specified tenor) are to be
redeemed in part, the Company shall not be required (A) to issue, register the
transfer of or exchange any Securities of that series (or of that series and
specified tenor, as the case may be) during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of any
such Securities selected for redemption under Section 1203 and ending at the
close of business on the day of such mailing, or (B) to register the transfer of
or exchange any Security so selected for redemption in whole or in part, except
the unredeemed portion of any Security being redeemed in part.

     

    - 25
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                    The
provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global
Securities:

     

    
      	 
      	
              (1)

            	
              Each
      Global Security authenticated under this Subordinated Indenture shall be
      registered in the name of the Depositary designated for such Global
      Security or a nominee thereof and delivered to such Depositary or a
      nominee thereof or custodian therefor, and each such Global Security shall
      constitute a single Security for all purposes of this Subordinated
      Indenture.

            
	 
      	 
      	 
      
	 
      	
              (2)

            	
              Notwithstanding
      any other provision in this Subordinated Indenture, no Global Security may
      be exchanged in whole or in part for Securities registered, and no
      transfer of a Global Security in whole or in part may be registered, in
      the name of any Person other than the Depositary for such Global Security
      or a nominee thereof unless (A) such Depositary has notified the Company
      that it is unwilling or unable or no longer permitted under applicable law
      to continue as Depositary for such Global Security, (B) there shall have
      occurred and be continuing an Event of Default with respect to such Global
      Security, (C) the Company so directs the Trustee by a Company Order or (D)
      there shall exist such circumstances, if any, in addition to or in lieu of
      the foregoing as have been specified for this purpose as contemplated by
      Section 301.

            
	 
      	 
      	 
      
	 
      	
              (3)

            	
              Subject
      to Clause (2) above, any exchange of a Global Security for other
      Securities may be made in whole or in part, and all Securities issued in
      exchange for a Global Security or any portion thereof shall be registered
      in such names as the Depositary for such Global Security shall
      direct.

            
	 
      	 
      	 
      
	 
      	
              (4)

            	
              Every
      Security authenticated and delivered upon registration of transfer of, or
      in exchange for or in lieu of, a Global Security or any portion thereof,
      whether pursuant to this Section, Section 304, 306, 906, 1207 or 1303 or
      otherwise, shall be authenticated and delivered in the form of, and shall
      be, a Global Security, unless such Security is registered in the name of a
      Person other than the Depositary for such Global Security or a nominee
      thereof.

            


    

     

    Section 306.   Mutilated,
Destroyed, Lost and Stolen Securities.

     

                    If
any mutilated Security is surrendered to the Trustee, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a new
Security of the same series and of like tenor and principal amount and bearing a
number not contemporaneously outstanding.

     

                    If
there shall be delivered to the Company and the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security and (ii) such
security or indemnity as may be required by them to save each of them and any
agent of either of them harmless, then, in the absence of notice to the Company
or the Trustee that such Security has been acquired by a bona fide purchaser,
the Company shall execute and the Trustee shall authenticate and deliver, in
lieu of any such destroyed, lost or stolen Security, a new Security of the same
series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

     

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                    In
case any such mutilated, destroyed, lost or stolen Security has become or is
about to become due and payable, the Company in its discretion may, instead of
issuing a new Security, pay such Security.

     

                    Upon
the issuance of any new Security under this Section, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee) connected therewith.

     

                    Every
new Security of any series issued pursuant to this Section in lieu of any
mutilated, destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the mutilated,
destroyed, lost or stolen Security shall be at any time enforceable by anyone,
and shall be entitled to all the benefits of this Subordinated Indenture equally
and proportionately with any and all other Securities of that series duly issued
hereunder.

     

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

     

    Section 307.   Payment of
Interest; Interest Rights Preserved.

     

                    Except
as otherwise provided as contemplated by Section 301 with respect to any series
of Securities, interest on any Security which is payable, and is punctually paid
or duly provided for, on any Interest Payment Date shall be paid to the Person
in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest.

     

                    Any
interest on any Security of any series which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date (herein called
“DEFAULTED INTEREST”) shall forthwith cease to be payable to the Holder on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in Clause (1) or (2) below:

     

    
      	 
      	
              (1)

            	
              The
      Company may elect to make payment of any Defaulted Interest to the Persons
      in whose names the Securities of such series (or their respective
      Predecessor Securities) are registered at the close of business on a
      Special Record Date for the payment of such Defaulted Interest, which
      shall be fixed in the following manner. The Company shall notify the
      Trustee in writing of the amount of Defaulted Interest proposed to be paid
      on each Security of such series and the date of the proposed payment, and
      at the same time the Company shall deposit with the Trustee an amount of
      money equal to the aggregate amount proposed to be paid in respect of such
      Defaulted Interest or shall make arrangements satisfactory to the Trustee
      for such deposit prior to the date of the proposed payment, such money
      when deposited to be held in trust for the benefit of the Persons entitled
      to such Defaulted Interest as in this Clause provided. Thereupon the
      Trustee shall fix a Special Record Date for the payment of such Defaulted
      Interest which shall be not more than 15 days and not less than 10
      days

            


    

     

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                  prior
      to the date of the proposed payment and not less than 10 days after the
      receipt by the Trustee of the notice of the proposed payment. The Trustee
      shall promptly notify the Company of such Special Record Date and, in the
      name and at the expense of the Company, shall cause notice of the proposed
      payment of such Defaulted Interest and the Special Record Date therefor to
      be given to each Holder of Securities of such series in the manner set
      forth in Section 106, not less than 10 days prior to such Special Record
      Date. Notice of the proposed payment of such Defaulted Interest and the
      Special Record Date therefor having been so mailed, such Defaulted
      Interest shall be paid to the Persons in whose names the Securities of
      such series (or their respective Predecessor Securities) are registered at
      the close of business on such Special Record Date and shall no longer be
      payable pursuant to the following Clause (2).

                
	 
      	 
      	 
      
	 	
                  (2)

                	
                  The
      Company may make payment of any Defaulted Interest on the Securities of
      any series in any other lawful manner not inconsistent with the
      requirements of any securities exchange on which such Securities may be
      listed, and upon such notice as may be required by such exchange, if,
      after notice given by the Company to the Trustee of the proposed payment
      pursuant to this Clause, such manner of payment shall be deemed
      practicable by the
Trustee.

                


        

      

    

     

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

     

    Section 308. Persons Deemed
Owners.

     

                    Prior
to due presentment of a Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name such Security is registered as the owner of such Security for the
purpose of receiving payment of principal of and any premium and (subject to
Section 307) any interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

     

    Section 309.
Cancellation.

     

                    All
Securities surrendered for payment, redemption, registration of transfer or
exchange or for credit against any sinking fund payment shall, if surrendered to
any Person other than the Trustee, be delivered to the Trustee and shall be
promptly cancelled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to
the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered shall be promptly
cancelled by the Trustee. No Securities shall be authenticated in lieu of or in
exchange for any Securities cancelled as provided in this Section, except as
expressly permitted by this Subordinated Indenture. All cancelled Securities
held by

     

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    the
Trustee shall be disposed of in accordance with its customary procedures unless
otherwise directed by a Company Order.

     

    Section 310. Computation of
Interest.

     

                    Except
as otherwise specified as contemplated by Section 301 for Securities of any
series, interest on the Securities of each series shall be computed on the basis
of a 360-day year of twelve 30-day months.

     

    Section 311. CUSIP
Numbers.

     

                    The
Company in issuing any series of the Securities may use CUSIP numbers, if then
generally in use, and thereafter with respect to such series, the Trustee may
use such numbers in any notice of redemption with respect to such series,
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities of that series
or as contained in any notice of a redemption and that reliance may be placed
only on the other identification numbers printed on the Securities of that
series, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company shall promptly notify the Trustee of any
change in the CUSIP numbers.

     

    Section 312. Original Issue
Discount.

     

                    If
any of the Securities is an Original Issue Discount Security, the Company shall
file with the Trustee promptly at the end of each calendar year (i) a written
notice specifying the amount of original issue discount (including daily rates
and accrual periods) accrued on such Outstanding Original Issue Discount
Securities as of the end of such year and (ii) such other specific information
relating to such original issue discount as may then be relevant under the
Internal Revenue Code of 1986, as amended from time to time.

     

    Section 313.
Subordination.

     

                    The
Company and the Holders, by accepting the Notes, agree that payment of the
principal of, premium, if any, and interest on the Notes is subordinated, to the
extent and in the manner provided in the Indenture, to the right of payment in
full of all present and future Senior Debt, and that the subordination
provisions in the Indenture are for the benefit of the holders of Senior Debt.
Each Holder of a Note, by the Holder’s acceptance thereof authorizes and directs
the Trustee on the Holder’s behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in Article 10 of the
Indenture, and appoints the Trustee to act as the Holder’s attorney-in-fact for
any and all such purposes.

     

    ARTICLE
IV

    SATISFACTION
AND DISCHARGE

     

    Section 401.  
Satisfaction and Discharge of Indenture.

     

                    This
Subordinated Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein

     

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    expressly
provided for), and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Subordinated
Indenture, when

     

    
      	 
      	
              (1)

            	
              either

            
	 
      	 
      	 
      


    

    


    
      	 
      	
              (A)

            	
              all
      Securities theretofore authenticated and delivered (other than (i)
      Securities which have been mutilated, destroyed, lost or stolen and which
      have been replaced or paid as provided in Section 306 and (ii) Securities
      for whose payment money has theretofore been deposited in trust or
      segregated and held in trust by the Company and thereafter repaid to the
      Company or discharged from such trust, as provided in Section 1103) have
      been delivered to the Trustee for cancellation; or

            
	 
      	 
      	 
      
	 
      	
              (B)

            	
              all
      such Securities not theretofore delivered to the Trustee for
      cancellation

            
	 
      	 
      	 
      


    

    


    
      
        
          	 
      	
                  (i)

                	
                  have
      become due and payable, or

                
	 
      	 
      	 
      
	 
      	
                  (ii)

                	
                  will
      become due and payable at their Stated Maturity within one year,
      or

                
	 
      	 
      	 
      
	 
      	
                  (iii)

                	
                  are
      to be called for redemption within one year under arrangements
      satisfactory to the Trustee for the giving of notice of redemption by the
      Trustee in the name, and at the expense, of the
Company,

                
	 
      	 
      	 
      
	 	
                  and
      the Company, in the case of (i), (ii) or (iii) above, has deposited or
      caused to be deposited with the Trustee as trust funds in trust for the
      purpose money in an amount sufficient to pay and discharge the entire
      indebtedness on such Securities not theretofore delivered to the Trustee
      for cancellation, for principal and any premium and interest to the date
      of such deposit (in the case of Securities which have become due and
      payable) or to the Stated Maturity or Redemption Date, as the case may
      be;

                


        

      

    

     

    
      	 
      	
              (2)

            	
              the
      Company has paid or caused to be paid all other sums payable hereunder by
      the Company; and

            
	 
      	 
      	 
      
	 
      	
              (3)

            	
              the
      Company has delivered to the Trustee an Officers’ Certificate and an
      Opinion of Counsel, each stating that all conditions precedent herein
      provided for relating to the satisfaction and discharge of this
      Subordinated Indenture have been complied
with.

            


    

                    

    Notwithstanding
the satisfaction and discharge of this Subordinated Indenture, the obligations
of the Company to the Trustee under Section 607 and, if money shall have been
deposited with the Trustee pursuant to subclause (B) of Clause (1) of this
Section, the obligations of the Trustee under Section 402 and the last paragraph
of Section 1103 shall survive such satisfaction and discharge.

     

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    Section 402. Application of
Trust Money.

     

                    Subject
to the provisions of the last paragraph of Section 1103, all money deposited
with the Trustee pursuant to Section 401 shall be held in trust and applied by
it, in accordance with the provisions of the Securities and this Subordinated
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the
Trustee.

     

    ARTICLE
V

    REMEDIES

     

    Section 501.  Events of
Default.

     

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

     

    
      	 
      	
              (1)

            	
              default
      in the payment of any interest upon any Security of that series when it
      becomes due and payable, and continuance of such default for a period of
      30 days; or

            
	 
      	 
      	 
      
	 
      	
              (2)

            	
              default
      in the payment of the principal of or any premium on any Security of that
      series at its Maturity, and continuance of such default for a period of
      five days; or

            
	 
      	 
      	 
      
	 
      	
              (3)

            	
              default
      in the deposit of any sinking fund payment, when and as due by the terms
      of a Security of that series, and the continuance of such default for a
      period of five days; or

            
	 
      	 
      	 
      
	 
      	
              (4)

            	
              default
      in the performance, or breach, of any covenant or warranty of the Company
      in this Subordinated Indenture (other than a covenant or warranty a
      default in whose performance or whose breach is elsewhere in this Section
      specifically dealt with or which has expressly been included in this
      Subordinated Indenture solely for the benefit of series of Securities
      other than that series), and continuance of such default or breach for a
      period of 60 days after there has been given, by registered or certified
      mail, to the Company by the Trustee or to the Company and the Trustee by
      the Holders of at least 25% in principal amount of the Outstanding
      Securities of that series 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

            
	 
      	 
      	 
      
	 
      	
              (5)

            	
              default
      under any other debenture, note or other evidence of indebtedness of the
      Company issued under this Subordinated Indenture, whether such
      indebtedness now exists or is hereafter created, which default involves
      the failure to pay principal on indebtedness at the final maturity thereof
      after the expiration of any applicable grace period with respect thereto
      or which has resulted in
indebtedness

            


    

     

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                  becoming
      or being declared due and payable prior to the date on which it would
      otherwise become due and payable unless the repayment is discharged or
      such acceleration is cured, waived, rescinded or annulled within 10 days
      after written notice thereof shall have been given by registered or
      certified mail, return receipt requested, to the Issuer by the Trustee or
      to the Issuer and the Trustee by the Holders of at least 25% in aggregate
      principal amount of the Outstanding Securities of each series which notice
      shall state that it is a “Notice of Default” hereunder;
  or

                


        

      

    

    


    
      	 
      	
              (6)

            	
              the
      entry by a court having jurisdiction in the premises of a decree or order
      for relief in respect of the Company in an involuntary case or proceeding
      under any applicable Federal or State bankruptcy, insolvency,
      reorganization or other similar law or (B) a decree or order adjudging the
      Company bankrupt or insolvent, or approving as properly filed a petition
      seeking reorganization, arrangement, adjustment or composition of or in
      respect of the Company under any applicable Federal or State law, or
      appointing a custodian, receiver, liquidator, assignee, trustee,
      sequestrator or other similar official of the Company or of any
      substantial part of its property, or ordering the winding up or
      liquidation of its affairs, and the continuance of any such decree or
      order for relief or any such other decree or order unstayed and in effect
      for a period of 60 consecutive days; or

            
	 
      	 
      	 
      
	 
      	
              (7)

            	
              the
      commencement by the Company of a voluntary case or proceeding under any
      applicable Federal or State bankruptcy, insolvency, reorganization or
      other similar law or of any other case or proceeding to be adjudicated
      bankrupt or insolvent, or the consent by it to the entry of a decree or
      order for relief in respect of the Company in an involuntary case or
      proceeding under any applicable Federal or State bankruptcy, insolvency,
      reorganization or other similar law or to the commencement of any
      bankruptcy or insolvency case or proceeding against it, or the filing by
      it of a petition or answer or consent seeking reorganization or relief
      under any applicable Federal or State law, or the consent by it to the
      filing of such petition or to the appointment of or taking possession by a
      custodian, receiver, liquidator, assignee, trustee, sequestrator or other
      similar official of the Company or of any substantial part of its
      property, or the making by it of an assignment for the benefit of
      creditors, or the admission by it in writing of its inability to pay its
      debts generally as they become due, or the taking of corporate action by
      the Company in furtherance of any such action; or

            
	 
      	 
      	 
      
	 
      	
              (8)

            	
              any
      other Event of Default provided with respect to Securities of that
      series.

            


    

     

    Section 502.  
Acceleration of Maturity; Rescission and Annulment.

     

                    If
an Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may declare the principal amount of all the Securities of that
series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof) to be due and payable immediately, by a notice
in writing to the Company (and to

     

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    the
Trustee if given by Holders), and upon any such declaration such principal
amount (or specified amount) shall become immediately due and
payable.

     

                    At
any time after such a declaration of acceleration with respect to Securities of
any series has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter in this Article
provided, the Holders of a majority in principal amount of the Outstanding
Securities of that series, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if

     

    
      	 
      	
              (1)

            	
              the
      Company has paid or deposited with the Trustee a sum sufficient to
      pay

            
	 
      	 
      	 
      


    

    


    
      
        	 
      	
                (A)

              	
                all
      overdue interest on all Securities of that series,

              
	 
      	 
      	 
      
	 
      	
                (B)

              	
                the
      principal of (and premium, if any, on) any Securities of that series which
      have become due otherwise than by such declaration of acceleration and any
      interest thereon at the rate or rates prescribed therefor in such
      Securities,

              
	 
      	 
      	 
      
	 
      	
                (C)

              	
                to
      the extent that payment of such interest is lawful, interest upon overdue
      interest at the rate or rates prescribed therefor in such Securities,
      and

              
	 
      	 
      	 
      
	 
      	
                (D)

              	
                all
      sums paid or advanced by the Trustee hereunder and the reasonable
      compensation, expenses, disbursements and advances of the Trustee, its
      agents and counsel;

              
	 
      	 
      	 
      
	 	
                and

              	 


      

    

    


    
      
        
          	 
      	
                  (2)

                	
                  all
      Events of Default with respect to Securities of that series, other than
      the non-payment of the principal of Securities of that series which have
      become due solely by such declaration of acceleration, have been cured or
      waived as provided in Section
513.

                


        

      

    

     

    No such
rescission shall affect any subsequent default or impair any right consequent
thereon.

     

    Section 503.   Collection
of Indebtedness and Suits for Enforcement by Trustee.

     

                    The
Company covenants that if

     

    
      	 
      	
              (1)

            	
              default
      is made in the payment of any interest on any Security when such interest
      becomes due and payable and such default continues for a period of 30
      days, or

            
	 
      	 
      	 
      
	 
      	
              (2)

            	
              default
      is made in the payment of the principal of (or premium, if any, on) any
      Security at the Maturity thereof and such default continues for a period
      of five days,

            


    

     

    the
Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any

     

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    premium
and interest and, to the extent that payment of such interest shall be legally
enforceable, interest on any overdue principal and premium and on any overdue
interest, at the rate or rates prescribed therefor in such Securities, and, in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

     

                    If
an Event of Default with respect to Securities of any series occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders of Securities of such series by such
appropriate judicial proceedings as the Trustee shall deem necessary to protect
and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Subordinated Indenture or in aid of the exercise
of any power granted herein, or to enforce any other proper remedy.

     

    Section
504.  Trustee May File Proofs of Claim.

     

                    In
case of any judicial proceeding relative to the Company (or any other obligor
upon the Securities), its property or its creditors, the Trustee shall be
entitled and empowered, by intervention in such proceeding or otherwise, to take
any and all actions authorized under the Trust Indenture Act in order to have
claims of the Holders and the Trustee allowed in any such proceeding. In
particular, the Trustee shall be authorized to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the
same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

     

                    No
provision of this Subordinated Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding; provided,
however, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and be a member of a creditors’
or other similar committee.

     

    Section 505.  Trustee May
Enforce Claims Without Possession of Securities.

     

                    All
rights of action and claims under this Subordinated Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

     

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    Section
506.  Application of Money Collected.

     

                    Any
money collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal or any premium or interest,
upon presentation of the Securities and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:

     

    
      	 
      	
                              FIRST:  To
      the payment of all amounts due the Trustee under Section 607;
      and

            
	 
      	 
      
	 
      	
                              SECOND:  Subject
      to Article X, to the payment of the amounts then due and unpaid for
      principal of and any premium and interest on the Securities in respect of
      which or for the benefit of which such money has been collected, ratably,
      without preference or priority of any kind, according to the amounts due
      and payable on such Securities for principal and any premium and interest,
      respectively.

            
	 
      	 
      
	 
      	
                              THIRD: 
      To the Company.

            


    

     

    Section 507.  
Limitation on Suits.

     

                    No
Holder of any Security of any series shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Subordinated Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless

     

    
      	 
      	
              (1)

            	
              such
      Holder has previously given written notice to the Trustee of a continuing
      Event of Default with respect to the Securities of that
      series;

            
	 
      	 
      	 
      
	 
      	
              (2)

            	
              the
      Holders of not less than 25% in principal amount of the Outstanding
      Securities of that series shall have made written request to the Trustee
      to institute proceedings in respect of such Event of Default in its own
      name as Trustee hereunder;

            
	 
      	 
      	 
      
	 
      	
              (3)

            	
              such
      Holder or Holders have offered to the Trustee reasonable indemnity
      satisfactory to it against the costs, expenses and liabilities to be
      incurred in compliance with such request;

            
	 
      	 
      	 
      
	 
      	
              (4)

            	
              the
      Trustee for 60 days after its receipt of such notice, request and offer of
      indemnity has failed to institute any such proceeding;
  and

            
	 
      	 
      	 
      
	 
      	
              (5)

            	
              no
      direction inconsistent with such written request has been given to the
      Trustee during such 60-day period by the Holders of a majority in
      principal amount of the Outstanding Securities of that
    series;

            


    

     

    it being
understood and intended that no one or more of such Holders shall have any right
in any manner whatever by virtue of, or by availing of, any provision of this
Subordinated Indenture to affect, disturb or prejudice the rights of any other
of such Holders, or to obtain or to seek to obtain priority or preference over
any other of such Holders or to enforce any right under this

     

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    Subordinated
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all of such Holders.

     

    Section
508.  Unconditional Right of Holders to Receive Principal,
Premium and Interest.

     

                    Notwithstanding
any other provision in this Subordinated Indenture, the Holder of any Security
shall have the right, which is absolute and unconditional, to receive payment of
the principal of and any premium and (subject to Section 307) interest on such
Security on the respective Stated Maturities expressed in such Security (or, in
the case of redemption or repayment, on the Redemption Date or date for
repayment, as the case may be) and to institute suit for the enforcement of any
such payment, and such rights shall not be impaired without the consent of such
Holder.

     

    Section
509.  Restoration of Rights and Remedies.

     

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

     

    Section 510.  Rights
and Remedies Cumulative.

     

                    Except
as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 306, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

     

    Section 511.  Delay
or Omission Not Waiver.

     

                    No
delay or omission of the Trustee or of any Holder of any Securities to exercise
any right or remedy accruing upon any Event of Default shall impair any such
right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.

     

    Section
512.  Control by Holders.

     

                    The
Holders of a majority in principal amount of the Outstanding Securities of any
series shall have the right to direct the time, method and place of conducting
any proceeding for any

     

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    remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee, with respect to the Securities of such series, provided
that

     

    
      	 
      	
              (1)

            	
              such
      direction shall not be in conflict with any rule of law or with this
      Subordinated Indenture, and

            
	 
      	 
      	 
      
	 
      	
              (2)

            	
              the
      Trustee may take any other action deemed proper by the Trustee which is
      not inconsistent with such
direction.

            


    

     

    Section 513.  Waiver
of Past Defaults.

     

                    The
Holders of not less than a majority in principal amount of the Outstanding
Securities of any series may on behalf of the Holders of all the Securities of
such series waive any past default hereunder with respect to such series and its
consequences, except a default

     

    
      	 
      	
              (1)

            	
              in
      the payment of the principal of or any premium or interest on any Security
      of such series, or

            
	 
      	 
      	 
      
	 
      	
              (2)

            	
              in
      respect of a covenant or provision hereof which under Article Nine cannot
      be modified or amended without the consent of the Holder of each
      Outstanding Security of such series
affected.

            


    

     

                    Upon
any such waiver, such default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured, for every purpose of this
Subordinated Indenture; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

     

    Section
514.  Undertaking for Costs.

     

                    In
any suit for the enforcement of any right or remedy under this Subordinated
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, including without limitation
reasonable attorneys’ fees and expenses, and may assess reasonable costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company.

     

    Section 515.  Waiver of
Usury, Stay or Extension Laws.

     

                    The
Company covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any usury, stay or extension law wherever enacted, now
or at any time hereafter in force, which may affect the covenants or the
performance of this Subordinated Indenture; and the Company (to the extent that
it may lawfully do so) hereby expressly waives all benefit or advantage of any
such law and covenants that it will not hinder, delay or impede the execution of
any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been
enacted.

     

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    ARTICLE
VI

    THE
TRUSTEE

     

    Section
601.  Certain Duties and Responsibilities.

     

                    The
duties and responsibilities of the Trustee shall be as provided by the Trust
Indenture Act. Notwithstanding the foregoing, no provision of this Subordinated
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. Whether or not therein
expressly so provided, every provision of this Subordinated Indenture relating
to the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section.

     

    Section 602.  Notice
of Defaults.

     

                    If
a default occurs hereunder with respect to Securities of any series, the Trustee
shall give the Holders of Securities of such series notice of such default as
and to the extent provided by the Trust Indenture Act; provided, however, that
in the case of any default of the character specified in Section 501(4) with
respect to Securities of such series, no such notice to Holders shall be given
until at least 30 days after the occurrence thereof. For the purpose of this
Section, the term “default” means any event which is, or after notice or lapse
of time or both would become, an Event of Default with respect to Securities of
such series.

     

    Section
603.  Certain Rights of Trustee.

     

                    Subject
to the provisions of Section 601:

     

    
      	 
      	
              (1)

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

            
	 
      	 
      	 
      
	 
      	
              (2)

            	
              any
      request or direction of the Company mentioned herein shall be sufficiently
      evidenced by a Company Request or Company Order, and any resolution of the
      Board of Directors shall be sufficiently evidenced by a Board
      Resolution;

            
	 
      	 
      	 
      
	 
      	
              (3)

            	
              whenever
      in the administration of this Subordinated Indenture the Trustee shall
      deem it desirable that a matter be proved or established prior to taking,
      suffering or omitting any action hereunder, the Trustee (unless other
      evidence be herein specifically prescribed) may, in the absence of bad
      faith on its part, conclusively rely upon an Officers’
      Certificate;

            
	 
      	 
      	 
      
	 
      	
              (4)

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

            


    

     

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              (5)

            	
              the
      Trustee shall be under no obligation to exercise any of the rights or
      powers vested in it by this Subordinated Indenture at the request or
      direction of any of the Holders pursuant to this Subordinated Indenture,
      unless such Holders shall have offered to the 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;

            
	 
      	 
      	 
      
	 
      	
              (6)

            	
              the
      Trustee shall not be bound to make any investigation into the facts or
      matters stated in any resolution, certificate, statement, instrument,
      opinion, report, notice, request, direction, consent, order, bond,
      debenture, note, other evidence of indebtedness or other paper or
      document, but the Trustee, in its discretion, may make such further
      inquiry or investigation into such facts or matters as it may see fit,
      and, if the Trustee shall determine to make such further inquiry or
      investigation, it shall be entitled to examine the books, records and
      premises of the Company, personally or by agent or attorney at the expense
      of the Company and shall incur no liability of any kind by reason of such
      inquiry or investigation;

            
	 
      	 
      	 
      
	 
      	
              (7)

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

            
	 
      	 
      	 
      
	 
      	
              (8)

            	
              the
      rights, privileges, protections, immunities and benefits given to the
      Trustee, including, without limitation, its right to be indemnified, are
      extended to, and shall be enforceable by, the Trustee in each of its
      capacities hereunder;

            
	 
      	 
      	 
      
	 
      	
              (9)

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

            
	 
      	 
      	 
      
	 
      	
              (10)

            	
              the
      Trustee shall not be liable with respect to any action taken or omitted to
      be taken by it in good faith in accordance with the direction of the
      Holders of a majority in principal amount of the Outstanding Securities of
      any series;

            
	 
      	 
      	 
      
	 
      	
              (11)

            	
              whether
      or not therein expressly so provided, every provision of this Indenture
      relating to the conduct or affecting the liability of or affording
      protection to the Trustee shall be subject to the provisions of this
      Section;

            
	 
      	 
      	 
      
	 
      	
              (12)

            	
              the
      Trustee shall not be liable for any action taken, suffered, or omitted to
      be taken by it in good faith and reasonably believed by it to be
      authorized or within the discretion or rights or powers conferred upon it
      by this Indenture; and

            
	 
      	 
      	 
      
	 
      	
              (13)

            	
              the
      Trustee shall not be deemed to have notice of any Default or Event of
      Default unless a Responsible Officer of the Trustee has actual knowledge
      thereof or unless written notice of any event which is in fact such a
      default is received by the Trustee at the Corporate Trust Office of the
      Trustee, and such notice references the Securities and this
      Indenture.

            


    

     

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    Section 604.  Not
Responsible for Recitals or Issuance of Securities.

     

                    The
recitals contained herein and in the Securities, except the Trustee’s
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Subordinated
Indenture or of the Securities. The Trustee shall not be accountable for the use
or application by the Company of Securities or the proceeds
thereof.

     

    Section 605.  May
Hold Securities.

     

                    The
Trustee, any Paying Agent, any Security Registrar or any other agent of the
Company, in its individual or any other capacity, may become the owner or
pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal
with the Company with the same rights it would have if it were not Trustee,
Paying Agent, Security Registrar or such other agent.

     

                    Subject
to the provisions of Section 608, the Trustee may become and act as trustee
under other indentures under which other securities, or certificates of interest
or participation in other securities, of the Company are outstanding in the same
manner as if it were not Trustee.

     

    Section 606.  Money
Held in Trust.

     

                    Money
held by the Trustee in trust hereunder need not be segregated from other funds
except to the extent required by law. The Trustee shall be under no liability
for interest on any money received by it hereunder except as otherwise agreed
with the Company.

     

    Section 607.
 Compensation and Reimbursement.

     

                    The
Company agrees

     

    
      	 
      	
              (1)

            	
              to
      pay to the Trustee from time to time such compensation as shall be agreed
      to in writing between the Company and the Trustee for all services
      rendered by it hereunder (which compensation shall not be limited by any
      provision of law in regard to the compensation of a trustee of an express
      trust);

            
	 
      	 
      	 
      
	 
      	
              (2)

            	
              except
      as otherwise expressly provided herein, to reimburse the Trustee upon its
      request for all reasonable expenses, disbursements and advances incurred
      or made by the Trustee in accordance with any provision of this
      Subordinated Indenture (including the reasonable compensation and the
      reasonable expenses and disbursements of its agents and counsel), except
      any such expense, disbursement or advance as shall be caused by its own
      negligence or willful misconduct; and

            
	 
      	 
      	 
      
	 
      	
              (3)

            	
              to
      indemnify the Trustee for, and to hold it harmless against, any loss,
      liability or expense incurred without negligence or bad faith on its part,
      arising out of or in connection with the acceptance or administration of
      the trust or trusts hereunder, including the reasonable costs and expenses
      of defending itself against any claim or liability in connection with the
      exercise or performance of any of its powers or duties
      hereunder.

            


    

     

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                    When
the Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 501(5) or Section 501(6), the expenses (including
the reasonable charges and expenses of its counsel) and the compensation for the
services are intended to constitute expenses of administration under any
applicable Federal or state bankruptcy, insolvency or other similar
law.

     

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

     

    Section
608.  Conflicting Interests.

     

                    If
the Trustee has or shall acquire a conflicting interest within the meaning of
the Trust Indenture Act, the Trustee shall either eliminate such interest or
resign, to the extent and in the manner provided by, and subject to the
provisions of, the Trust Indenture Act and this Subordinated
Indenture.

     

    Section 609.  Corporate
Trustee Required; Eligibility.

     

                    There
shall at all times be one (and only one) Trustee hereunder with respect to the
Securities of each series, which may be Trustee hereunder for Securities of one
or more other series. Each Trustee shall be a Person that is eligible pursuant
to the Trust Indenture Act to act as such, has a combined capital and surplus of
at least $50,000,000 and has its Corporate Trust Office in the Borough of
Manhattan, The City of New York. If any such Person publishes reports of
condition at least annually, pursuant to law or to the requirements of its
supervising or examining authority, then for the purposes of this Section and to
the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee with respect to the Securities of any series shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

     

    Section 610.  Resignation
and Removal; Appointment of Successor.

     

                    No
resignation or removal of the 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 Section 611.

     

                    The
Trustee may resign at any time with respect to the Securities of one or more
series by giving written notice thereof to the Company. If the instrument of
acceptance by a successor Trustee required by Section 611 shall not have been
delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee, at the expense of the Company, may petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

     

                    The
Trustee may be removed at any time with respect to the Securities of any series
by (i) Act of the Holders of a majority in principal amount of the Outstanding
Securities of such series, delivered to the Trustee and to the Company or (ii)
if there shall have occurred and be continuing an Event of Default, by written
notice from the Company to the Trustee. If the instrument of

     

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    acceptance
by a successor Trustee required by Section 611 shall not have been delivered to
the Trustee within 30 days after the giving of such notice of removal, the
Trustee being removed, at the expense of the Company, may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.

     

                    If
at any time:

     

    
      	 
      	
              (1)

            	
              the
      Trustee shall fail to comply with Section 608 after written request
      therefor by the Company or by any Holder who has been a bona fide Holder
      of a Security for at least six months, or

            
	 
      	 
      	 
      
	 
      	
              (2)

            	
              the
      Trustee shall cease to be eligible under Section 609 and shall fail to
      resign after written request therefor by the Company or by any such
      Holder, or

            
	 
      	 
      	 
      
	 
      	
              (3)

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

            


    

     

    then, in
any such case, (A) the Company by a Board Resolution may remove the Trustee with
respect to all Securities, or (B) subject to Section 514, any Holder who has
been a bona fide Holder of a Security for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and
the appointment of a successor Trustee or Trustees.

     

                    If
the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause, with respect to the
Securities of one or more series, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor Trustee may
be appointed with respect to the Securities of one or more or all of such series
and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable
requirements of Section 611. If, within one year after such resignation, removal
or incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series shall be appointed by Act of the Holders
of a majority in principal amount of the Outstanding Securities of such series
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 611, become the successor Trustee
with respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the Securities of any series shall have been so appointed by the Company or
the Holders and accepted appointment in the manner required by Section 611, any
Holder who has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

     

                    The
Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a successor
Trustee with respect

     

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    to the
Securities of any series to all Holders of Securities of such series in the
manner provided in Section 106. Each notice shall include the name of the
successor Trustee with respect to the Securities of such series and the address
of its Corporate Trust Office.

     

    Section 611.  Acceptance
of Appointment by Successor.

     

                    In
case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee so appointed shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.

     

                    In
case of the appointment hereunder of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Subordinated Indenture as shall be necessary to provide for
or facilitate the administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustees co-trustees of the same trust and that
each such Trustee shall be trustee of a trust or trusts hereunder separate and
apart from any trust or trusts hereunder administered by any other such Trustee;
and upon the execution and delivery of such supplemental indenture the
resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on
request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee
relates.

     

                    Upon
request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts referred to in the first or
second preceding paragraph, as the case may be.

     

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

     

    Section 612.  Merger,
Conversion, Consolidation or Succession to Business.

     

                    Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion, consolidation or sale to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such
Securities.

     

    Section 613.
 Preferential Collection of Claims Against Company.

     

                    If
and when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Securities), the Trustee shall be subject to the provisions of
the Trust Indenture Act regarding the collection of claims against the Company
(or any such other obligor).

     

    ARTICLE
VII

    HOLDERS’
LISTS AND REPORTS BY TRUSTEE

    AND
COMPANY

     

    Section 701.  Company to
Furnish Trustee Names and Addresses of Holders.

     

                    The
Company will furnish or cause to be furnished to the Trustee

     

    
      	 
      	
              (1)

            	
              semi-annually
      either (i) not later than March 31 and September 30 in each year in the
      case of any series of Securities consisting solely of Original Issue
      Discount Securities which by their terms do not bear interest prior to
      Maturity, or (ii) not more than 15 days after each Regular Record Date in
      the case of Securities of any other series, a list, in such form as the
      Trustee may reasonably require, of the names and addresses of the Holders
      of Securities of each series as of the preceding March 16 or September 15
      or as of such Regular Record Date, as the case may be;
  and

            
	 
      	 
      	 
      
	 
      	
              (2)

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

            


    

                    

    excluding
from any such list names and addresses received by the Trustee in its capacity
as Security Registrar.

     

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    Section 702.
 Preservation of Information; Communications to
Holders.

     

                    The
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders contained in the most recent list furnished to
the Trustee as provided in Section 701 and the names and addresses of Holders
received by the Trustee in its capacity as Security Registrar. The Trustee may
destroy any list furnished to it as provided in Section 701 upon receipt of a
new list so furnished.

     

                    The
rights of Holders to communicate with other Holders with respect to their rights
under this Subordinated Indenture or under the Securities, and the corresponding
rights and privileges of the Trustee, shall be as provided by the Trust
Indenture Act.

     

                    Every
Holder of Securities, by receiving and holding the same, agrees with the Company
and the Trustee that neither the Company nor the Trustee nor any agent of either
of them shall be held accountable by reason of any disclosure of information as
to names and addresses of Holders made pursuant to the Trust Indenture
Act.

     

    Section
703.  Reports by Trustee.

     

                    The
Trustee shall transmit to Holders such reports concerning the Trustee and its
actions under this Subordinated Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant
thereto.

     

                    A
copy of each such report shall, at the time of such transmission to Holders, be
filed by the Trustee with each stock exchange upon which any Securities are
listed, with the Commission and with the Company. The Company will notify the
Trustee when any Securities are listed on any stock exchange.

     

    Section
704.  Reports by Company.

     

                    The
Company shall file with the Trustee and the Commission, and transmit to Holders,
such information, documents and other reports, and such summaries thereof, as
may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant to such Act.

     

                    Delivery
of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of
its covenants hereunder (as to which the Trustee is entitled to conclusively
rely exclusively on Officers’ Certificates).

     

    ARTICLE
VIII

    CONSOLIDATION,
MERGER, CONVEYANCE, TRANSFER OR LEASE

     

    Section 801.  Company May
Consolidate, Etc., Only on Certain Terms.

     

                    The
Company shall not consolidate with or merge into any other Person or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, unless:

     

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              (1)

            	
              in
      case the Company shall consolidate with or merge into another Person or
      convey, transfer or lease its properties and assets substantially as an
      entirety to any Person, the Person formed by such consolidation or into
      which the Company is merged or the Person which acquires by conveyance or
      transfer, or which leases, the properties and assets of the Company
      substantially as an entirety shall be a corporation, partnership or trust,
      shall be organized and validly existing under the laws of the United
      States of America, any State thereof or the District of Columbia and shall
      expressly assume, by an indenture supplemental hereto, executed and
      delivered to the Trustee, in form satisfactory to the Trustee, the due and
      punctual payment of the principal of and any premium and interest on all
      the Securities and the performance or observance of every covenant of this
      Subordinated Indenture on the part of the Company to be performed or
      observed;

            
	 
      	 
      	 
      
	 
      	
              (2)

            	
              immediately
      after giving effect to such transaction, no Event of Default, and no event
      which, after notice or lapse of time or both, would become an Event of
      Default, shall have happened and be continuing; and

            
	 
      	 
      	 
      
	 
      	
              (3)

            	
              the
      Company has delivered to the Trustee an Officers’ Certificate and an
      Opinion of Counsel, each stating that such consolidation, merger,
      conveyance, transfer or lease and, if a supplemental indenture is required
      in connection with such transaction, such supplemental indenture comply
      with this Article and that all conditions precedent herein provided for
      relating to such transaction have been complied
  with.

            


    

     

    Section
802.  Successor Substituted.

     

                    Upon
any consolidation of the Company with, or merger of the Company into, any other
Person or any conveyance, transfer or lease of the properties and assets of the
Company substantially as an entirety in accordance with Section 801, the
successor Person formed by such consolidation or into which the Company is
merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Subordinated Indenture with the same effect as if such successor
Person had been named as the Company herein, and thereafter, except in the case
of a lease, the predecessor Person shall be relieved of all obligations and
covenants under this Subordinated Indenture and the Securities.

     

    ARTICLE
IX

    SUPPLEMENTAL
INDENTURES

     

    Section 901.
 Supplemental Indentures Without Consent of Holders.

     

                    Without
the consent of any Holders, the Company, when authorized by a Board Resolution,
and the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:

     

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              (1)

            	
              to
      evidence the succession of another Person to the Company and the
      assumption by any such successor of the covenants of the Company herein
      and in the Securities; or

            
	 
      	 
      	 
      
	 
      	
              (2)

            	
              to
      add to the covenants for the benefit of the Holders of all or any series
      of Securities (and if such covenants are to be for the benefit of less
      than all series of Securities, stating that such covenants are expressly
      being included solely for the benefit of such series) or to surrender any
      right or power herein conferred upon the Company; or

            
	 
      	 
      	 
      
	 
      	
              (3)

            	
              to
      add any additional Events of Default for the benefit of the Holders of all
      or any series of Securities (and if such additional Events of Default are
      to be for the benefit of less than all series of Securities, stating that
      such additional Events of Default are expressly being included solely for
      the benefit of such series); or

            
	 
      	 
      	 
      
	 
      	
              (4)

            	
              to
      add to or change any of the provisions of this Subordinated Indenture to
      such extent as shall be necessary to permit or facilitate the issuance of
      Securities in bearer form, registrable or not registrable as to principal,
      and with or without interest coupons, or to permit or facilitate the
      issuance of Securities in uncertificated form; or

            
	 
      	 
      	 
      
	 
      	
              (5)

            	
              to
      add to, change or eliminate any of the provisions of this Subordinated
      Indenture in respect of one or more series of Securities, provided that
      any such addition, change or elimination (A) shall neither (i) apply to
      any Security of any series created prior to the execution of such
      supplemental indenture and entitled to the benefit of such provision nor
      (ii) modify the rights of the Holder of any such Security with respect to
      such provision or (B) shall become effective only when there is no
      Security described in clause (i) Outstanding; or

            
	 
      	 
      	 
      
	 
      	
              (6)

            	
              to
      secure the Securities; or

            
	 
      	 
      	 
      
	 
      	
              (7)

            	
              to
      establish the form or terms of Securities of any series as permitted by
      Sections 201 and 301; or

            
	 
      	 
      	 
      
	 
      	
              (8)

            	
              to
      evidence and provide for the acceptance of appointment hereunder by a
      successor Trustee with respect to the Securities of one or more series and
      to add to or change any of the provisions of this Subordinated Indenture
      as shall be necessary to provide for or facilitate the administration of
      the trusts hereunder by more than one Trustee, pursuant to the
      requirements of Section 611; or

            
	 
      	 
      	 
      
	 
      	
              (9)

            	
              to
      cure any ambiguity, to correct or supplement any provision herein which
      may be defective or inconsistent with any other provision herein, or to
      make any other provisions with respect to matters or questions arising
      under this Subordinated Indenture, provided that such action pursuant to
      this Clause (9) shall not adversely affect the interests of the Holders of
      Securities of any series in any material
  respect.

            


    

     

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    Section 902.
 Supplemental Indentures With Consent of Holders.

     

                    With
the consent of the Holders of not less than a majority in principal amount of
the Outstanding Securities of each series affected by such supplemental
indenture, by Act of said Holders delivered to the Company and the Trustee, the
Company, when authorized by a Board Resolution, and the Trustee may enter into
an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Subordinated Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Subordinated Indenture;
provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Security affected
thereby,

     

    
      	 
      	
              (1)

            	
              change
      the Stated Maturity of the principal of, or any installment of principal
      of or interest on, any Security, or reduce the principal amount thereof or
      the rate of interest thereon or any premium payable upon the redemption
      thereof, or reduce the amount of the principal of an Original Issue
      Discount Security or any other Security which would be due and payable
      upon a declaration of acceleration of the Maturity thereof pursuant to
      Section 502, or change any Place of Payment where, or the coin or currency
      in which, any Security or any premium or interest thereon is payable, or
      impair the right to institute suit for the enforcement of any such payment
      on or after the Stated Maturity thereof (or, in the case of redemption, on
      or after the Redemption Date); or

            
	 
      	 
      	 
      
	 
      	
              (2)

            	
              reduce
      the percentage in principal amount of the Outstanding Securities of any
      series, the consent of whose Holders is required for any such supplemental
      indenture, or the consent of whose Holders is required for any waiver (of
      compliance with certain provisions of this Subordinated Indenture or
      certain defaults hereunder and their consequences) provided for in this
      Subordinated Indenture; or

            
	 
      	 
      	 
      
	 
      	
              (3)

            	
              modify
      any of the provisions of this Section, Section 513 or Section 1106, except
      to increase any such percentage or to provide that certain other
      provisions of this Subordinated Indenture cannot be modified or waived
      without the consent of the Holder of each Outstanding Security affected
      thereby; provided, however, that this clause shall not be deemed to
      require the consent of any Holder with respect to changes in the
      references to “the Trustee” and concomitant changes in this Section and
      Section 1106, or the deletion of this proviso, in accordance with the
      requirements of Sections 611 and
901(8).

            


    

     

                    A
supplemental indenture which changes or eliminates any covenant or other
provision of this Subordinated Indenture which has expressly been included
solely for the benefit of one or more particular series of Securities, or which
modifies the rights of the Holders of Securities of such series with respect to
such covenant or other provision, shall be deemed not to affect the rights under
this Subordinated Indenture of the Holders of Securities of any other
series.

     

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

     

                    After
a supplemental indenture under this Section 902 becomes effective, the Company
shall mail to the Trustee a notice briefly describing such supplemental
indenture or a copy of such supplemental indenture and the Trustee shall mail
such notice or supplemental indenture to Holders affected thereby. Any failure
of the Company to mail such notice, or any defect therein, or any failure of the
Company to mail such supplemental indenture, shall not in any way impair or
affect the validity of any such supplemental indenture.

     

    Section 903.  Execution
of Supplemental Indentures.

     

                    In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Subordinated Indenture, the Trustee shall be provided, and
(subject to Section 601) shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Subordinated Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee’s own rights, duties or immunities under this Subordinated Indenture or
otherwise.

     

    Section 904.  Effect of
Supplemental Indentures.

     

                    Upon
the execution of any supplemental indenture under this Article, this
Subordinated Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Subordinated Indenture for all
purposes; and every Holder of Securities theretofore or thereafter authenticated
and delivered hereunder shall be bound thereby.

     

    Section 905.  Conformity
with Trust Indenture Act.

     

                    Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act.

     

    Section 906.  Reference
in Securities to Supplemental Indentures.

     

                    Securities
of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.

     

    Section 907.  Amendments
to Subordination Provisions.

     

                    Any
amendment to the provisions of Article X hereof will require the consent of each
holder of Senior Debt that would be adversely affected by such
amendment.

     

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    ARTICLE
X

    SUBORDINATION

     

    Section 1001.  Agreement
to Subordinate.

     

                    (a)           The
Company agrees, and each Holder by accepting a Security agrees, that the
indebtedness evidenced by the Securities is subordinated in right of payment, to
the extent and in the manner provided in this Article, to the prior payment in
full of all Senior Debt (whether outstanding on the date hereof or hereafter
created, incurred, assumed or guaranteed), and that the subordination is for the
benefit of the holders of Senior Debt.

     

                    (b)           If
any holder of Senior Debt is required by any court or otherwise to return to the
Company, or any receiver, trustee, assignee, liquidator or similar official
under any Bankruptcy Law, or similar official acting in relation to the Company,
any amount paid by the Company to such holder of Senior Debt, the provisions of
this Article X, to the extent theretofore discharged, shall be reinstated in
full force and effect; PROVIDED, HOWEVER, that any amounts paid pursuant to this
Subordinated Indenture to Holders of Securities shall not be subject to
disgorgement pursuant to the provisions of this paragraph (b).

     

    Section 1002.  Certain
Definitions.

     

                    “DESIGNATED
SENIOR DEBT” means any Senior Debt permitted under this Subordinated Indenture,
the principal amount of which is at least the amount specified in the applicable
supplemental indenture or Board Resolution and that has been designated by the
Company as “DESIGNATED SENIOR DEBT.”

     

                    “REPRESENTATIVE”
means the indenture trustee or other trustee, agent or representative for any
Senior Debt.

     

                    A
“distribution” may consist of cash, securities or other property, by set-off or
otherwise.

     

    Section 1003.
 Liquidation; Dissolution; Bankruptcy.

     

                    Upon
any distribution to creditors of the Company in a liquidation or dissolution of
the Company or in a bankruptcy, reorganization, insolvency, receivership or
similar proceeding relating to the Company or its property, an assignment for
the benefit of creditors or any marshalling of the Company’s assets and
liabilities:

     

                    (1)           holders
of Senior Debt shall be entitled to receive payment in full of all Obligations
due in respect of such Senior Debt (including interest after the commencement of
any such proceeding at the rate specified in the applicable Senior Debt) before
the Holders of Securities shall be entitled to receive any payment with respect
to the Securities (except that Holders may receive (i) securities that are
subordinated to at least the same extent as the Securities to (a) Senior Debt
and (b) any securities issued in exchange for Senior Debt and (ii) payments and
other distributions made from any defeasance trust created pursuant to Section
1405 hereof); and

     

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                    (2)           until
all Obligations with respect to Senior Debt (as provided in subsection (1)
above) are paid in full, any distribution to which the Holders of Securities
would be entitled but for this Article shall be made to holders of Senior Debt
(except that Holders may receive (i) securities that are subordinated to at
least the same extent as the Securities to (a) Senior Debt and (b) any
securities issued in exchange for Senior Debt and (ii) payments and other
distributions made from any defeasance trust created pursuant to Section 1405
hereof), as their interests may appear.

     

    Section 1004.  Default on
Designated Senior Debt.

     

                    (a)           The
Company may not make any payment or distribution to the Trustee or any Holder in
respect of the Securities and may not acquire from the Trustee or any Holder any
Securities for cash or property (other than (1) securities that are subordinated
to at least the same extent as the Securities to (A) Senior Debt and (B) any
securities issued in exchange for Senior Debt and (2) payments and other
distributions made from any defeasance trust created pursuant to Section 1405
hereof) until all principal and other Obligations with respect to the Senior
Debt have been paid in full if:

     

                    (1)           a
default in the payment of the principal of, premium, if any, or interest on
Designated Senior Debt occurs and is continuing beyond any applicable grace
period in the agreement, indenture or other document governing such Designated
Senior Debt; or

     

                    (2)           a
default, other than a default specified in Section 1004(a)(1), on Designated
Senior Debt occurs and is continuing with respect to Designated Senior Debt that
then permits holders of the Designated Senior Debt as to which such default
relates to accelerate its maturity and the Trustee receives a notice of the
default (a “PAYMENT BLOCKAGE NOTICE”) from a Person who may give it pursuant to
Section 1012 hereof. If the Trustee receives any such Payment Blockage Notice,
no subsequent Payment Blockage Notice shall be effective for purposes of this
Section unless and until (I) at least 360 days shall have elapsed since the
effectiveness of the immediately prior Payment Blockage Notice and (II) all
scheduled payments of principal and premium, if any, and interest on the
Securities that have come due (other than by reason of acceleration) have been
paid in full in cash. No default described in this paragraph (2) that existed or
was continuing on the date of delivery of any Payment Blockage Notice to the
Trustee shall be, or be made, the basis for a subsequent Payment Blockage
Notice.

     

                    (b)           The
Company may and shall resume payments on and distributions in respect of the
Securities and may acquire them:

     

    
      	 
      	
                              (i)            in
      the case of a default described in Section 1004(a)(1), upon the date on
      which the default is cured or waived,

            
	 
      	 
      
	 
      	
                              (ii)           in
      the case of a default referred to in Section 1004(a)(2) hereof, the
      earlier of the date on which such default is cured or waived or 179 days
      after the date on which the applicable Payment Blockage Notice is
      received, unless the maturity of any Designated Senior Debt has been
      accelerated, and

            
	 
      	 
      
	 
      	
                              (iii)          if
      this Article otherwise permits the payment, distribution or acquisition at
      the time of such payment, distribution or
  acquisition.

            


    

     

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    Section 1005.
 Acceleration of Securities.

     

                    If
payment of the Securities is accelerated because of an Event of Default, the
Company shall promptly notify holders of Senior Debt of the
acceleration.

     

    Section 1006.  When
Distribution Must Be Paid Over/Trustee Not Fiduciary For Holders of Senior
Debt.

     

                    In
the event that the Trustee or any Holder receives any payment of any Obligations
with respect to the Securities at a time when a Responsible Officer of the
Trustee or such Holder, as applicable, has actual knowledge that such payment is
prohibited by Section 1004 hereof, such payment shall be held by the Trustee or
such Holder, in trust for the benefit of, and shall be paid forthwith over and
delivered, upon written request, to, the holders of Senior Debt as their
interests may appear or their Representative under the indenture or other
agreement (if any) pursuant to which Senior Debt may have been issued, as their
respective interests may appear, for application to the payment of all
Obligations with respect to Senior Debt remaining unpaid to the extent necessary
to pay such Obligations in full in accordance with their terms, after giving
effect to any concurrent payment or distribution to or for the holders of Senior
Debt.

     

                    With
respect to the holders of Senior Debt, the Trustee undertakes to perform only
such obligations on the part of the Trustee as are specifically set forth in
this Article X, and no implied covenants or obligations with respect to the
holders of Senior Debt shall be read into this Subordinated Indenture against
the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and shall not be liable to any such holders if the
Trustee shall pay over or distribute to or on behalf of Holders or the Company
or any other Person money or assets to which any holders of Senior Debt shall be
entitled by virtue of this Article X.

     

    Section 1007.  Notice by
Company.

     

                    The
Company shall promptly notify the Trustee and the Paying Agent of any facts
known to the Company that would cause a payment of any Obligations with respect
to the Securities to violate this Article, but failure to give such notice shall
not affect the subordination of the Securities to the Senior Debt as provided in
this Article. Notwithstanding the provisions of this or any other provision of
this Indenture, the Trustee shall not be charged with knowledge of the existence
of any facts which would prohibit the making of any payment to or by the Trustee
in respect of the Securities, unless and until the Trustee shall have received
written notice thereof at the address specified herein from the Company or a
holder of Senior Indebtedness or from any trustee or agent therefor; and, prior
to the receipt of any such written notice, the Trustee, subject to the
provisions of Section 601, shall be entitled in all respects to assume that no
such facts exist; provided, however, that if a
Responsible Officer of the Trustee shall not have received, at least two
Business Days prior to the date upon which by the terms hereof any such money
may become payable for any purpose (including without limitation, the payment of
the Principal Amount, Issue Price, accrued Original Issue Discount, Redemption
Price, Purchase Price, Change in Control Purchase Price or interest, if any, as
the case may be, in respect of any Security), the notice with respect to such
money provided for in this Section 1007, then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority
to

     

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    receive
such money and to apply the same to the purpose for which such money was
received and shall not be affected by any notice to the contrary which may be
received by it within two Business Days prior to such date.

     

                    Subject
to the provisions of Section 601, the Trustee shall be entitled to conclusively
rely on the delivery to it of a written notice by a person representing himself
to be a holder of Senior Indebtedness (or a trustee or agent on behalf of such
holder) to establish that such notice has been given by a holder of Senior
Indebtedness (or a trustee or agent on behalf of any such holder). In the event
that the Trustee determines in good faith that further evidence is required with
respect to the right of any person as a holder of Senior Indebtedness to
participate in any payment or distribution pursuant to this Article, the Trustee
may request such person to furnish evidence to the reasonable satisfaction of
the Trustee as to the amount of Senior Indebtedness held by such person, the
extent to which such person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such person under
this Article, and if such evidence is not furnished, the Trustee may defer any
payment which it may be required to make for the benefit of such person pursuant
to the terms of this Indenture pending judicial determination as to the rights
of such person to receive such payment.

     

    Section 1008.
 Subrogation.

     

                    After
all Senior Debt is paid in full and until the Securities are paid in full,
Holders shall be subrogated (equally and ratably with all other Indebtedness
pari passu with the Securities) to the rights of holders of Senior Debt to
receive distributions applicable to Senior Debt to the extent that distributions
otherwise payable to the Holders have been applied to the payment of Senior
Debt. A distribution made under this Article to holders of Senior Debt that
otherwise would have been made to Holders is not, as between the Company and
Holders, a payment by the Company on the Senior Debt.

     

    Section 1009.  Relative
Rights.

     

                    This
Article defines the relative rights of Holders and holders of Senior Debt.
Nothing in this Subordinated Indenture shall:

     

                    (a)           impair,
as between the Company and Holders, the obligation of the Company, which is
absolute and unconditional, to pay principal of, premium, if any, and interest
on the Securities in accordance with their terms;

     

                    (b)           affect
the relative rights of Holders and creditors of the Company other than rights of
Holders of the Securities in relation to holders of Senior Debt;

     

                    (c)           prevent
the Trustee or any Holder from exercising its available remedies upon a Default
or Event of Default, subject to the rights of holders and owners of Senior Debt
to receive distributions and payments otherwise payable to Holders;
or

     

                    (d)           If
the Company fails because of this Article to pay principal of, premium, if any,
or interest on a Security on the due date, the failure is still a Default or
Event of Default.

     

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    Section 1010.
 Subordination May Not Be Impaired By Company.

     

                    No
right of any holder of Senior Debt to enforce the subordination of the
indebtedness evidenced by the Securities shall be impaired by any act or failure
to act by the Company or any Holder or by the failure of the Company or any
Holder to comply with this Subordinated Indenture.

     

    Section 1011.
 Distribution or Notice To Representative.

     

                    Whenever
a distribution is to be made or a notice given to holders of Senior Debt, the
distribution may be made and the notice given to their
Representative.

     

                    Upon
any payment or distribution of assets of the Company referred to in this Article
X, the Trustee and the Holders shall be entitled to rely upon any order or
decree made by any court of competent jurisdiction or upon any certificate of
such Representative (or of any holder of Senior Debt for which there is no
Representative) or of the liquidating trustee or agent or other Person making
any distribution to the Trustee or to the Holders for the purpose of
ascertaining the Persons entitled to participate in such distribution, the
holders of the Senior Debt and other Indebtedness of the Company, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article X. In the event that
the Trustee determines, in good faith, that further evidence is required with
respect to the right of any Person as a holder of Senior Debt to participate in
any payment or distribution pursuant to this Article X, the Trustee may request
such Person to furnish evidence to the reasonable satisfaction of the Trustee as
to the amount of Senior Debt held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and other
facts pertinent to the rights of such Person under this Article X and, if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

     

    Section 1012.  Rights of
Trustee and Paying Agent.

     

                    Notwithstanding
the provisions of this Article X or any other provision of this Subordinated
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts that would prohibit the making of any payment or distribution by the
Trustee, and the Trustee and any Paying Agent may continue to make payments on
the Securities, unless the Trustee shall have received at the Corporate Trust
Office of the Trustee at least five Business Days prior to the date of such
payment written notice of facts that would cause the payment of any Obligations
with respect to the Securities to violate this Article or a Responsible Officer
of the Trustee otherwise has actual knowledge of such facts. Only the Company or
a Representative may give the notice, such notice from the Company to be in the
form of an Officers’ Certificate. Notwithstanding the provisions of this Article
X or any other provisions of this Subordinated Indenture, the Trustee shall not
be charged with knowledge of the existence of any facts that would permit the
resumption of payments on or distributions in respect of the Securities or the
acquisition of the Securities by the Company unless the Trustee shall have
received an Officers’ Certificate or a notice from a Representative to the
effect that such resumption is permitted. Nothing in this Article X shall impair
the claims of, or payments to, the Trustee under or pursuant to Section 607
hereof.

     

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                    The
Trustee in its individual or any other capacity may hold Senior Debt with the
same rights it would have if it were not Trustee. Any Agent may do the same with
like rights.

     

    Section 1013.
 Authorization to Effect Subordination.

     

                    Each
Holder of a Security by the Holder’s acceptance thereof authorizes and directs
the Trustee on the Holder’s behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in this Article X, and
appoints the Trustee to act as the Holder’s attorney-in-fact for any and all
such purposes.

     

    Section 1014.  Reliance
on Judicial Order or Certificate of Liquidating Agent.

     

                    Upon
any payment or distribution of assets of the Company referred to in this
Article, the Trustee, subject to the provisions of Section 601, and the Holders
of the Securities shall be entitled to conclusively rely upon any order or
decree entered by any court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization, dissolution, winding up
or similar case or proceeding is pending, or a certificate of the trustee in
bankruptcy, liquidating trustee, Custodian, receiver, assignee for the benefit
of creditors, agent or other person making such payment or distribution,
delivered to the Trustee or to the Holders of Securities, for the purpose of
ascertaining the persons entitled to participate in such payment or
distribution, the holders of Senior Indebtedness and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this
Article.

     

    ARTICLE
XI

    COVENANTS

     

    Section 1101.  Payment of
Principal, Premium and Interest.

     

                    The
Company covenants and agrees for the benefit of each series of Securities that
it will duly and punctually pay the principal of and any premium and interest on
the Securities of that series in accordance with the terms of the Securities and
this Subordinated Indenture.

     

    Section 1102.
 Maintenance of Office or Agency.

     

                    The
Company will maintain in each Place of Payment for any series of Securities an
office or agency where Securities of that series may be presented or surrendered
for payment, where Securities of that series may be surrendered for registration
of transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this Subordinated Indenture may be
served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be

     

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    made or
served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

     

                    The
Company may also from time to time designate one or more other offices or
agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in each Place of Payment for Securities of any series for such purposes. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.

     

    Section 1103.  Money for
Securities Payments to Be Held in Trust.

     

                    If
the Company shall at any time act as its own Paying Agent with respect to any
series of Securities, it will, on or before each due date of the principal of or
any premium or interest on any of the Securities of that series, segregate and
hold in trust for the benefit of the Persons entitled thereto a sum sufficient
to pay the principal and any premium and interest so becoming due until such
sums shall be paid to such Persons or otherwise disposed of as herein provided
and will promptly notify the Trustee of its action or failure so to
act.

     

                    Whenever
the Company shall have one or more Paying Agents for any series of Securities,
it will, prior to each due date of the principal of or any premium or interest
on any Securities of that series, deposit with a Paying Agent a sum sufficient
to pay such amount, such sum to be held as provided by the Trust Indenture Act,
and (unless such Paying Agent is the Trustee) the Company will promptly notify
the Trustee of its action or failure so to act.

     

                    The
Company will cause each Paying Agent for any series of Securities other than the
Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this Section,
that such Paying Agent will (1) comply with the provisions of the Trust
Indenture Act applicable to it as a Paying Agent and (2) during the continuance
of any default by the Company (or any other obligor upon the Securities of that
series) in the making of any payment in respect of the Securities of that
series, upon the written request of the Trustee, forthwith pay to the Trustee
all sums held in trust by such Paying Agent for payment in respect of the
Securities of that series.

     

                    The
Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Subordinated Indenture or for any other purpose, pay, or by
Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

     

                    Any
money deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal of or any premium or interest
on any Security of any series and remaining unclaimed for two years after such
principal, premium or interest has become due and payable shall be paid to the
Company on Company Request, or (if then held by

     

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    the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in the Borough of Manhattan, The City of New York, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.

     

    Section 1104.  Statement
by Officers as to Default.

     

                    The
Company will deliver to the Trustee, within 120 days after the end of each
fiscal year of the Company ending after the date hereof, an Officers’
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Subordinated Indenture (without regard to any
period of grace or requirement of notice provided hereunder) and, if the Company
shall be in default, specifying all such defaults and the nature and status
thereof of which they may have knowledge.

     

                    The
Company shall deliver to the Trustee, within ten days after the Company becomes
aware of the occurrence of any Event of Default or an event which, with notice
or the lapse of time or both, would constitute an Event of Default, an Officers’
Certificate setting forth the details of such Event of Default or default and
the action which the Company proposes to take with respect thereto.

     

    Section 1105.
 Existence.

     

                    Subject
to Article Eight, the Company will do or cause to be done all things necessary
to preserve and keep in full force and effect its corporate
existence.

     

    Section 1106.  Payment of
Taxes and Other Claims.

     

                    The
Issuer shall pay or discharge or cause to be paid or discharged, before the same
shall become delinquent, (1) all taxes, assessments and governmental charges
(including withholding taxes and any penalties, interest and additions to taxes)
levied or imposed upon the Issuer or any Subsidiary or upon the income, profits
or property of the Issuer or any Subsidiary, and (2) all material lawful claims
for labor, materials and supplies which, if unpaid, might by law become a lien
upon the property of the Issuer or any Subsidiary; PROVIDED, HOWEVER, that the
Issuer shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate proceedings and for
which disputed amounts adequate reserves have been made.

     

    Section 1107.  Further
Instruments and Acts.

     

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                    Upon
request of the Trustee, the Issuer will execute and deliver such further
instruments and perform such further acts as may be reasonably necessary or
proper to carry out more effectively the purposes of this Subordinated
Indenture.

     

    Section 1108.  Waiver of
Certain Covenants.

     

                    Except
as otherwise specified as contemplated by Section 301 for Securities of such
series, the Company may, with respect to the Securities of any series, omit in
any particular instance to comply with any term, provision or condition set
forth in any covenant provided pursuant to Section 301(18), 901(2) or 901(7) for
the benefit of the Holders of such series or in Section 1105, if before the time
for such compliance the Holders of at least a majority in principal amount of
the Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.

     

    ARTICLE
XII

    REDEMPTION
OF SECURITIES

     

    Section 1201.
 Applicability of Article.

     

                    Securities
of any series which are redeemable before their Stated Maturity shall be
redeemable in accordance with their terms and (except as otherwise specified as
contemplated by Section 301 for such Securities) in accordance with this
Article.

     

    Section 1202.  Election
to Redeem; Notice to Trustee.

     

                    The
election of the Company to redeem any Securities shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 301 for
such Securities. In case of any redemption at the election of the Company of the
Securities of any series (including any such redemption affecting only a single
Security), the Company shall, at least 60 days prior to the Redemption Date
fixed by the Company (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such Redemption Date, of the principal amount of
Securities of such series to be redeemed and, if applicable, of the tenor of the
Securities to be redeemed. In the case of any redemption of Securities prior to
the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Subordinated Indenture, the Company shall
furnish the Trustee with an Officers’ Certificate evidencing compliance with
such restriction.

     

    Section 1203.  Selection
by Trustee of Securities to Be Redeemed.

     

                    If
less than all the Securities of any series are to be redeemed (unless all the
Securities of such series and of a specified tenor are to be redeemed or unless
such redemption affects only a single Security), the particular Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities of such series not previously
called for redemption, by such method as the Trustee shall deem fair and
appropriate

     

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    and which
may provide for the selection for redemption of a portion of the principal
amount of any Security of such series, provided that the unredeemed portion of
the principal amount of any Security shall be in an authorized denomination
(which shall not be less than the minimum authorized denomination) for such
Security. If less than all the Securities of such series and of a specified
tenor are to be redeemed (unless such redemption affects only a single
Security), the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series and specified tenor not previously called for
redemption in accordance with the preceding sentence.

     

                    The
Trustee shall promptly notify the Company in writing of the Securities selected
for redemption as aforesaid and, in case of any Securities selected for partial
redemption as aforesaid, the principal amount thereof to be
redeemed.

     

                    The
provisions of the two preceding paragraphs shall not apply with respect to any
redemption affecting only a single Security, whether such Security is to be
redeemed in whole or in part. In the case of any such redemption in part, the
unredeemed portion of the principal amount of the Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security.

     

                    For
all purposes of this Subordinated Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

     

    Section 1204.  Notice of
Redemption.

     

                    Notice
of redemption shall be given by first-class mail, postage prepaid, mailed not
less than 30 nor more than 60 days prior to the Redemption Date, to each Holder
of Securities to be redeemed, at his address appearing in the Security
Register.

     

                    All
notices of redemption shall state:

     

    
      	 
      	
              (1)

            	
              the
      Redemption Date;

            
	 
      	 
      	 
      
	 
      	
              (2)

            	
              the
      Redemption Price;

            
	 
      	 
      	 
      
	 
      	
              (3)

            	
              if
      less than all the Outstanding Securities of any series consisting of more
      than a single Security are to be redeemed, the identification (and, in the
      case of partial redemption of any such Securities, the principal amounts)
      of the particular Securities to be redeemed and, if less than all the
      Outstanding Securities of any series consisting of a single Security are
      to be redeemed, the principal amount of the particular Security to be
      redeemed;

            
	 
      	 
      	 
      
	 
      	
              (4)

            	
              that
      on the Redemption Date the Redemption Price will become due and payable
      upon each such Security to be redeemed and, if applicable, that interest
      thereon will cease to accrue on and after said
  date;

            


    

     

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              (5)

            	
              the
      place or places where each such Security is to be surrendered for payment
      of the Redemption Price;

            
	 
      	 
      	 
      
	 
      	
              (6)

            	
              that
      the redemption is for a sinking fund, if such is the case;
    and

            
	 
      	 
      	 
      
	 
      	
              (7)

            	
              if
      applicable, the CUSIP numbers of the Securities of that
      series.

            


    

     

                    Notice
of redemption of Securities to be redeemed at the election of the Company shall
be given by the Company or, at the Company’s request, by the Trustee in the name
and at the expense of the Company and, unless otherwise specified or
contemplated by Section 301, shall be irrevocable.

     

    Section 1205.  Deposit of
Redemption Price.

     

                    Prior
to any Redemption Date, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 1103) an amount of money sufficient to
pay the Redemption Price of, and (except if the Redemption Date shall be an
Interest Payment Date or the Securities of the series provide otherwise) accrued
interest on, all the Securities which are to be redeemed on that
date.

     

    Section 1206.  
Securities Payable on Redemption Date.

     

                    Notice
of redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest. Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price, together, if applicable, with accrued interest
to the Redemption Date; provided, however, that unless otherwise specified as
contemplated by Section 301, installments of interest whose Stated Maturity is
on or prior to the Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.

     

                    If
any Security called for redemption shall not be so paid upon surrender thereof
for redemption, the principal and any premium shall, until paid, bear interest
from the Redemption Date at the rate prescribed therefor in the
Security.

     

    Section 1207.  Securities
Redeemed in Part.

     

                    Any
Security which is to be redeemed only in part shall be surrendered at a Place of
Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and of like tenor, of
any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

     

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    ARTICLE
XIII

    SINKING
FUNDS

     

    Section 1301.
 Applicability of Article.

     

                    The
provisions of this Article shall be applicable to any sinking fund for the
retirement of Securities of any series except as otherwise specified as
contemplated by Section 301 for such Securities.

     

                    The
minimum amount of any sinking fund payment provided for by the terms of any
series of Securities is herein referred to as a “mandatory sinking fund
payment”, and any payment in excess of such minimum amount provided for by the
terms of such Securities is herein referred to as an “optional sinking fund
payment”. If provided for by the terms of any series of Securities, the cash
amount of any sinking fund payment may be subject to reduction as provided in
Section 1302. Each sinking fund payment shall be applied to the redemption of
Securities of the series as provided for by the terms of such
Securities.

     

    Section 1302.
 Satisfaction of Sinking Fund Payments with Securities.

     

                    The
Company (1) may deliver Outstanding Securities of a series (other than any
previously called for redemption) and (2) may apply as a credit Securities of a
series which have been redeemed either at the election of the Company pursuant
to the terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to any
Securities of such series required to be made pursuant to the terms of such
Securities as and to the extent provided for by the terms of such Securities;
provided that the Securities to be so credited have not been previously so
credited. The Securities to be so credited shall be received and credited for
such purpose by the Trustee at the Redemption Price, as specified in the
Securities so to be redeemed, for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced
accordingly.

     

    Section 1303.  Redemption
of Securities for Sinking Fund.

     

                    Not
less than 60 days prior to each sinking fund payment date for any Securities,
the Company will deliver to the Trustee an Officers’ Certificate specifying the
amount of the next ensuing sinking fund payment for such Securities pursuant to
the terms of such Securities, the portion thereof, if any, which is to be
satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities pursuant to Section 1302 and
will also deliver to the Trustee any Securities to be so delivered. Not less
than 30 days prior to each such sinking fund payment date, the Trustee shall
select the Securities to be redeemed upon such sinking fund payment date in the
manner specified in Section 1203 and cause notice of the redemption thereof to
be given in the name of and at the expense of the Company in the manner provided
in Section 1204. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
1206 and 1207.

     

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    ARTICLE
XIV

    DEFEASANCE
AND COVENANT DEFEASANCE

     

    Section 1401.  Company’s
Option to Effect Defeasance or Covenant Defeasance.

     

                    Unless
otherwise provided as contemplated by Section 301, Sections 1302 and 1403 shall
apply to any Securities or any series of Securities, as the case may be, in
either case, denominated in U.S. dollars and bearing interest at a fixed rate,
in accordance with any applicable requirements provided pursuant to Section 301
and upon compliance with the conditions set forth below in this Article; and the
Company may elect, at its option at any time, to have Sections 1402 and 1403
applied to any Securities or any series of Securities, as the case may be,
designated pursuant to Section 301 as being defeasible pursuant to such Section
1402 or 1403, in accordance with any applicable requirements provided pursuant
to Section 301 and upon compliance with the conditions set forth below in this
Article. Any such election to have or not to have Sections 1402 and 1403 apply,
as the case may be, shall be evidenced by a Board Resolution or in another
manner specified as contemplated by Section 301 for such
Securities.

     

    Section 1402.  Defeasance
and Discharge.

     

                    Upon
the Company’s exercise of its option (if any) to have this Section applied to
any Securities or any series of Securities, as the case may be, or if this
Section shall otherwise apply to any Securities or any series of Securities, as
the case may be, the Company shall be deemed to have been discharged from its
obligations with respect to such Securities as provided in this Section on and
after the date the conditions set forth in Section 1404 are satisfied
(hereinafter called “DEFEASANCE”). For this purpose, such Defeasance means that
the Company shall be deemed to have paid and discharged the entire indebtedness
represented by such Securities and to have satisfied all its other obligations
under such Securities and this Subordinated Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging the same), subject to the following which shall
survive until otherwise terminated or discharged hereunder: (1) the rights of
Holders of such Securities to receive, solely from the trust fund described in
Section 1404 and as more fully set forth in such Section, payments in respect of
the principal of and any premium and interest on such Securities when payments
are due, (2) the Company’s obligations with respect to such Securities under
Sections 304, 305, 306, 1102 and 1103, (3) the rights, powers, trusts, duties
and immunities of the Trustee hereunder and (4) this Article. Subject to
compliance with this Article, the Company may exercise its option (if any) to
have this Section applied to the Securities of any series notwithstanding the
prior exercise of its option (if any) to have Section 1403 applied to such
Securities.

     

    Section 1403.  Covenant
Defeasance.

     

                    Upon
the Company’s exercise of its option (if any) to have this Section applied to
any Securities or any series of Securities, as the case may be, or if this
Section shall otherwise apply to any Securities or any series of Securities, as
the case may be, (1) the Company shall be released from its obligations under
Section 1105 and any covenants provided pursuant to Section 301(18), 901(2) or
901(7) for the benefit of the Holders of such Securities and (2) the occurrence
of any event specified in Sections 501(4) (with respect to Section 1105 and any
such covenants

     

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    provided
pursuant to Section 301(18), 901(2) or 901(7)) and 501(7) shall be deemed not to
be or result in an Event of Default, in each case with respect to such
Securities as provided in this Section on and after the date the conditions set
forth in Section 1304 are satisfied (hereinafter called “COVENANT DEFEASANCE”).
For this purpose, such Covenant Defeasance means that, with respect to such
Securities, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such specified
Section (to the extent so specified in the case of Section 501(4)), whether
directly or indirectly by reason of any reference elsewhere herein to any such
Section or by reason of any reference in any such Section to any other provision
herein or in any other document, but the remainder of this Subordinated
Indenture and such Securities shall be unaffected thereby.

     

    Section 1404.  Conditions
to Defeasance or Covenant Defeasance.

     

                    The
following shall be the conditions to the application of Section 1402 or 1403 to
any Securities or any series of Securities, as the case may be:

     

    
      	 
      	
              (1)

            	
              The
      Company shall irrevocably have deposited or caused to be deposited with
      the Trustee (or another trustee which satisfies the requirements
      contemplated by Section 609 and agrees to comply with the provisions of
      this Article applicable to it) as trust funds in trust for the purpose of
      making the following payments, specifically pledged as security for, and
      dedicated solely to, the benefits of the Holders of such Securities, (A)
      money in an amount, or (B) U.S. Government Obligations which through the
      scheduled payment of principal and interest in respect thereof in
      accordance with their terms will provide, not later than one day before
      the due date of any payment, money in an amount, or (C) a combination
      thereof, in each case sufficient, in the opinion of a nationally
      recognized firm of independent public accountants expressed in a written
      certification thereof delivered to the Trustee, to pay and discharge, and
      which shall be applied by the Trustee (or any such other qualifying
      trustee) to pay and discharge, the principal of and any premium and
      interest on such Securities on the respective Stated Maturities, in
      accordance with the terms of this Subordinated Indenture and such
      Securities. As used herein, “U.S. GOVERNMENT OBLIGATION” means (x) any
      security which is (i) a direct obligation of the United States of America
      for the payment of which the full faith and credit of the United States of
      America is pledged or (ii) an obligation of a Person controlled or
      supervised by and acting as an agency or instrumentality of the United
      States of America the payment of which is unconditionally guaranteed as a
      full faith and credit obligation by the United States of America, which,
      in either case (i) or (ii), is not callable or redeemable at the option of
      the issuer thereof, and (y) any depositary receipt issued by a bank (as
      defined in Section 3(a)(2) of the Securities Act) as custodian with
      respect to any U.S. Government Obligation which is specified in Clause (x)
      above and held by such bank for the account of the holder of such
      depositary receipt, or with respect to any specific payment of principal
      of or interest on any U.S. Government Obligation which is so specified and
      held, provided that (except as required by law) such custodian is not
      authorized to make any deduction from the amount payable to the holder of
      such depositary receipt from any
amount

            


    

     

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                  received
      by the custodian in respect of the U.S. Government Obligation or the
      specific payment of principal or interest evidenced by such depositary
      receipt.

                
	 	 	 
	 
      	
                  (2)

                	
                  In
      the event of an election to have Section 1402 apply to any Securities or
      any series of Securities, as the case may be, the Company shall have
      delivered to the Trustee an Opinion of Counsel stating that (A) the
      Company has received from, or there has been published by, the Internal
      Revenue Service a ruling or (B) since the date of this instrument, there
      has been a change in the applicable Federal income tax law, in either case
      (A) or (B) to the effect that, and based thereon such opinion shall
      confirm that, the Holders of such Securities will not recognize gain or
      loss for Federal income tax purposes as a result of the deposit,
      Defeasance and discharge to be effected with respect to such Securities
      and will be subject to Federal income tax on the same amount, in the same
      manner and at the same times as would be the case if such deposit,
      Defeasance and discharge were not to occur.

                
	 
      	 
      	 
      
	 
      	
                  (3)

                	
                  In
      the event of an election to have Section 1403 apply to any Securities or
      any series of Securities, as the case may be, the Company shall have
      delivered to the Trustee an Opinion of Counsel to the effect that the
      Holders of such Securities will not recognize gain or loss for Federal
      income tax purposes as a result of the deposit and Covenant Defeasance to
      be effected with respect to such Securities and will be subject to Federal
      income tax on the same amount, in the same manner and at the same times as
      would be the case if such deposit and Covenant Defeasance were not to
      occur.

                
	 
      	 
      	 
      
	 
      	
                  (4)

                	
                  The
      Company shall have delivered to the Trustee an Officers’ Certificate to
      the effect that neither such Securities nor any other Securities of the
      same series, if then listed on any securities exchange, will be delisted
      as a result of such deposit.

                
	 
      	 
      	 
      
	 
      	
                  (5)

                	
                  No
      event which is, or after notice or lapse of time or both would become, an
      Event of Default with respect to such Securities or any other Securities
      shall have occurred and be continuing at the time of such deposit or, with
      regard to any such event specified in Sections 501(5) and at any time on
      or prior to the 90th day after the date of such deposit (it being
      understood that this condition shall not be deemed satisfied until after
      such 90th day).

                
	 
      	 
      	 
      
	 
      	
                  (6)

                	
                  Such
      Defeasance or Covenant Defeasance shall not cause the Trustee to have a
      conflicting interest within the meaning of the Trust Indenture Act
      (assuming all Securities are in default within the meaning of such
      Act).

                
	 
      	 
      	 
      
	 
      	
                  (7)

                	
                  Such
      Defeasance or Covenant Defeasance shall not result in a breach or
      violation of, or constitute a default under, any other agreement or
      instrument to which the Company is a party or by which it is
      bound.

                
	 
      	 
      	 
      
	 
      	
                  (8)

                	
                  Such
      Defeasance or Covenant Defeasance shall not result in the trust arising
      from such deposit constituting an investment company within the meaning of
      the

                


        

      

    

     

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                  Investment
      Company Act unless such trust shall be registered under such Act or exempt
      from registration thereunder.

                
	 	 	 
	 
      	
                  (9)

                	
                  The
      Company shall have delivered to the Trustee an Officers’ Certificate and
      an Opinion of Counsel, each stating that all conditions precedent with
      respect to such Defeasance or Covenant Defeasance have been complied with
      (in eacsh case, subject to the satisfaction of the condition in clause
      (5)).

                


        

      

    

     

    Section 1405.  Deposited
Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous
Provisions.

     

                    Subject
to the provisions of the last paragraph of Section 1103, all money and U.S.
Government Obligations (including the proceeds thereof) deposited with the
Trustee or other qualifying trustee (solely for purposes of this Section and
Section 1406, the Trustee and any such other trustee are referred to
collectively as the “TRUSTEE”) pursuant to Section 1404 in respect of any
Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Subordinated Indenture, to the
payment, either directly or through any such Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Securities, of all sums due and to become due thereon in respect of
principal and any premium and interest, but money so held in trust need not be
segregated from other funds except to the extent required by law.

     

                    The
Company shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the U.S. Government Obligations deposited
pursuant to Section 1404 or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of Outstanding Securities.

     

                    Anything
in this Article to the contrary notwithstanding, the Trustee shall deliver or
pay to the Company from time to time upon Company Request any money or U.S.
Government Obligations held by it as provided in Section 1404 with respect to
any Securities which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect the Defeasance or Covenant Defeasance, as
the case may be, with respect to such Securities.

     

    Section 1406.
 Reinstatement.

     

                    If
the Trustee or the Paying Agent is unable to apply any money in accordance with
this Article with respect to any Securities by reason of any order or judgment
of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the obligations under this Subordinated
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 1402 or 1403 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 1405 with respect to such Securities
in accordance with this Article; provided, however, that if the Company makes
any payment of principal of or any premium or interest on any such Security
following such reinstatement of its obligations, the Company shall be subrogated
to the

     

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    rights
(if any) of the Holders of such Securities to receive such payment from the
money so held in trust.

     

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

     

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

     

    
      	 
      	
              TRANSATLANTIC
      HOLDINGS, INC.

            
	 
      	 
      
	 
      	
              By:
      ___________________________________

            
	 
      	
                     Name:

            
	 
      	
                     Title:

            
	
              Attest:

            	 
      
	 
      	 
      
	
              ___________________________________

            	 
      
	
              Name:

            	 
      
	
              Title:

            	 
      
	 
      	 
      


    

    


    
      	 
      	
              THE
      BANK OF NEW YORK MELLON

            
	 
      	 
      
	 
      	
              By:
      ___________________________________

            
	 
      	
                     Name:

            
	 
      	
                     Title:

            


    

     

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              STATE
      OF NEW YORK       )

            
	
                                                               
      )  ss.:

            
	
              COUNTY
      OF NEW YORK    )

            


    

     

                    On
the ____ day of ___________, before me personally came __________, to me known,
who, being by me duly sworn, did depose and say that he or she is ___________ of
Transatlantic Holdings, Inc., one of the corporations described in and which
executed the foregoing instrument; and that he or she signed his or her name
thereto by authority of the Board of Directors.

     

                                                                                    _____________________________________

     

     

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