FISCAL AGENCY AGREEMENT

                                                                                                      Exhibit 10.38

                                                                                                      EXECUTION COPY

                                            FISCAL AGENCY AGREEMENT

                                                    between

                                         PHOENIX LIFE INSURANCE COMPANY

                                                     Issuer

                                                      and

                                              THE BANK OF NEW YORK

                                                  Fiscal Agent

                                         Dated as of December 15, 2004

                                                  $175,000,000

                          7.15% Surplus Notes scheduled to mature on December 15, 2034

                                               TABLE OF CONTENTS

                                                                                                           Page

1.       The Securities.......................................................................................1

         (a)      General.....................................................................................1

         (b)      Forms of Securities.........................................................................1

         (c)      Book-Entry Provisions.......................................................................2

         (d)      Denominations...............................................................................3

2.       Fiscal Agent; Other Agents...........................................................................3

3.       Authentication.......................................................................................4

4.       Payment and Cancellation.............................................................................5

         (a)      Payment.....................................................................................5

         (b)      Cancellation................................................................................6

5.       Global Securities....................................................................................6

6.       Registration, Transfer and Exchange of Securities....................................................7

         (a)      General.....................................................................................7

         (b)      Transfers of Restricted Definitive Securities...............................................8

         (c)      Transfer of Global Securities...............................................................8

         (d)      Successive Registrations....................................................................9

         (e)      Information.................................................................................9

         (f)      Suspension..................................................................................9

         (g)      Legends.....................................................................................9

7.       Optional Redemption..................................................................................9

         (a)      Redemption Price............................................................................9

         (b)      Selection of Securities to be Redeemed.....................................................10

         (c)      Notice of Redemption; Effect of Notice.....................................................10

         (d)      Securities Redeemed in Part................................................................10

8.       Delivery of Certain Information.....................................................................10

         (a)      Rule 144A Information......................................................................10

         (b)      Periodic Reports...........................................................................11

9.       Conditions of Fiscal Agent's Obligations............................................................11

         (a)      Compensation and Indemnity.................................................................11

         (b)      Agency.....................................................................................11

         (c)      Advice of Counsel..........................................................................12

         (d)      Issuer Order...............................................................................12

         (e)      No Investigation...........................................................................12

         (f)      Not Responsible for Recitals or Issuance of Securities.....................................12

                                                       i

         (g)      Reliance...................................................................................12

         (h)      Interest in Securities, Etc................................................................12

         (i)      Non-Liability for Interest.................................................................13

         (j)      Certifications.............................................................................13

         (k)      No Implied Obligations.....................................................................13

         (l)      Force Majeure..............................................................................13

         (m)      No Special, Indirect, Punitive or Consequential Losses.....................................13

         (n)      Agents and Attorneys.......................................................................13

         (o)      Authorized Officers........................................................................13

10.      Resignation and Appointment of Successor............................................................14

         (a)      Fiscal Agent...............................................................................14

         (b)      Resignation................................................................................14

         (c)      Successors.................................................................................14

         (d)      Acknowledgement............................................................................15

         (e)      Merger, Consolidation, Etc.................................................................15

11.      Meetings and Amendments.............................................................................15

         (a)      Calling of Meeting, Notice and Quorum......................................................15

         (b)      Approval...................................................................................16

         (c)      Binding Nature of Amendments, Notices, Notations, Etc......................................18

         (d)      "Outstanding" Defined......................................................................18

12.      Governing Law.......................................................................................19

13.      Waiver of Jury Trial................................................................................19

14.      Notices.............................................................................................19

15.      Separability........................................................................................20

16.      Headings............................................................................................20

17.      Counterparts........................................................................................20

EXHIBIT A         FORM OF RULE 144A GLOBAL SECURITY.........................................................A-1

EXHIBIT B-1       FORM OF PERMANENT REGULATION S GLOBAL SECURITY..........................................B-1-1

EXHIBIT B-2       FORM OF TEMPORARY REGULATION S GLOBAL SECURITY..........................................B-2-1

EXHIBIT C         FORM OF DEFINITIVE SECURITY...............................................................C-1

EXHIBIT D         FORM OF TRANSFER CERTIFICATE FOR EXCHANGE OR TRANSFER OF RESTRICTED SECURITY..............D-1

                                                       ii

                  FISCAL AGENCY AGREEMENT, dated as of December 15, 2004 (this "Agreement"), between PHOENIX

LIFE INSURANCE COMPANY, a stock life insurance company organized under the laws of the State of New York (the

"Issuer"), having its principal office at One American Row, Hartford, Connecticut 06102, and THE BANK OF NEW

YORK, a New York banking corporation, as Fiscal Agent (together with any successor Fiscal Agent hereunder, the

"Fiscal Agent"). The Exhibits attached hereto shall be deemed to be a part of this Agreement.

                  1.    The Securities.

                  (a)   General. This Agreement is made in respect of $175,000,000 principal amount of 7.15%

Surplus Notes scheduled to mature on December 15, 2034 (the "Notes" or the "Securities"). Claims based upon the

Securities will rank below all Indebtedness, Policy Claims and Other Creditor Claims (each as hereinafter

defined), in accordance with Section 7435 of the New York Insurance Law (together with any successor provision,

and as may be hereafter amended from time to time, "Section 7435"). The payment by the Issuer of principal of,

interest on or Redemption Amount (as defined in Paragraph 4 of the Securities) with respect to the Securities

shall be conditioned upon the payment restrictions set forth in Paragraphs 5 and 11 of the Securities (the

"Payment Restrictions"). The Notes are scheduled to mature on December 15, 2034 (such date, the "Scheduled

Maturity Date"). Any reference herein to the term "Scheduled Maturity Date" or other date for the payment of

principal of the Notes shall include the date upon which any state or federal agency obtains an order or grants

approval for the rehabilitation, liquidation, conservation or dissolution of the Issuer.

                  (b)   Forms of Securities. The Securities are being offered and sold by the Issuer pursuant

to a Purchase Agreement, dated December 10, 2004 (as it may be amended, the "Purchase Agreement"), between the

Issuer and the Purchasers named therein (the "Purchasers").

                  (i)   Securities offered and sold in reliance on Rule 144A ("Rule 144A") under the

Securities Act of 1933, as amended (the "Act") pursuant to the Purchase Agreement shall be issued in the form

of one or more global notes (the "Rule 144A Global Securities") in definitive, fully registered form without

interest coupons, substantially in the form of Exhibit A hereto, with such applicable legends as are provided

for in Exhibit A.

                  (ii)  Securities offered and sold in reliance on Regulation S under the Act ("Regulation S")

pursuant to the Purchase Agreement shall be issued initially in the form of one or more temporary global notes

in definitive, fully registered form without interest coupons, substantially in the form of Exhibit B-2 hereto,

with such applicable legends as are provided for in Exhibit B-2 (the "Temporary Regulation S Global

Securities"). Each of the Temporary Regulation S Global Securities shall be exchangeable under the conditions

set forth in Section 5(e) below for one or more permanent global notes in registered form without interest

coupons, substantially in the form of Exhibit B-1 hereto, with such applicable legends as are provided for in

Exhibit B-1 (the "Permanent Regulation S Global Securities" and, together with the Temporary Regulation S

Global Securities and the Rule 144A Global Securities, the "Global Securities").

                                                       1

                  (iii) Securities (other than Global Securities) offered and sold pursuant to the Purchase

Agreement to institutional investors that are "accredited investors," within the meaning of Rule 501(a)(1),

(2), (3) or (7), or, if the equity owners thereof all meet one or more of the foregoing criteria, Rule

501(a)(8), under the Act ("Accredited Investors") and Global Securities which are hereinafter exchanged in

whole or in part for Notes in definitive form pursuant to Section 5(a) shall be issued in definitive, fully

registered form without interest coupons, substantially in the form of Exhibit C attached hereto, with such

applicable legends as are provided for in Exhibit C ("Definitive Securities"). Upon transfer of any Definitive

Security, registration of such transfer shall be effected in accordance with Section 6 hereof.

                  The aggregate principal amount of each Global Security may from time to time be increased or

decreased by adjustments made on the records of the Fiscal Agent, as custodian for the Depositary, as provided

in Section 5(b). Each Global Security and each Definitive Security shall be executed manually or by facsimile

on behalf of the Issuer by any two of its Chairman of the Board, President, Chief Financial Officer, Executive

Vice Presidents, Senior Vice Presidents and Secretary (the "Authorized Officers"), notwithstanding that such

officers, or any of them, shall have ceased, for any reason, to hold such offices prior to the authentication

and delivery of such Securities or did not hold such offices at the date of any such Security. The Securities

also may have such (i) additional provisions, omissions, variations or substitutions as are not inconsistent

with the provisions of this Agreement and (ii) letters, numbers or other marks of identification and such

legends or endorsements placed thereon as may be required to comply with this Agreement, any law or with any

rules made pursuant thereto or with the rules of any securities exchange, insurance regulatory or other

governmental agency or depositary therefor or as may, consistently herewith, be determined by the Authorized

Officers executing such Securities, as conclusively evidenced by their proper execution of such Securities.

                  (c)   Book-Entry Provisions. This Section 1(c) shall apply to all Global Securities.

                  Each Global Security shall be registered in the name of a nominee of The Depository Trust

Company (the "Depositary") and deposited with the Fiscal Agent, at its New York office, as custodian for the

Depositary, duly executed by the Issuer and authenticated by the Fiscal Agent as hereinafter provided and shall

bear legends substantially to the following effect:

                  "Unless this Security is presented by an authorized representative of The

                  Depositary Trust Company ("DTC") to the Issuer or its agent for registration of

                  transfer, exchange or payment, and any Security issued in exchange for this

                  Security or any portion hereof is registered in the name of Cede & Co. or in

                  such other name as is requested by an authorized representative of DTC (and any

                  payment is made to Cede & Co. or to such other entity as is requested by an

                  authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR

                  VALUE OR OTHERWISE BY OR TO ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF IS

                  WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest

                  herein."

                                                 2

                  "This Security is a Global Security within the meaning of the Fiscal Agency

                  Agreement referred to hereinafter. This Global Security may not be exchanged, in

                  whole or in part, for a Security registered in the name of any person other than

                  DTC or a nominee thereof, except in the limited circumstances set forth in Section

                  5 of the Fiscal Agency Agreement, and may not be transferred, in whole or in part,

                  except in accordance with the restrictions set forth in Section 6(c) of the Fiscal

                  Agency Agreement."

                  Neither any members of, or participants in, the Depositary ("Agent Members") nor any other

persons on whose behalf Agent Members may act shall have any rights under this Fiscal Agency Agreement with

respect to any Global Security registered in the name of the Depositary or any nominee thereof, or under any

such Global Security, and the Depositary or such nominee, as the case may be, may be treated by the Issuer, the

Fiscal Agent and any agent of the Issuer or the Fiscal Agent as the absolute owner and holder of such Global

Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer,

the Fiscal Agent or any agent of the Issuer or the Fiscal Agent from giving effect to any written

certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or

impair, as between the Depositary, its Agent Members and any other person on whose behalf an Agent Member may

act, the operation of customary practices of such persons governing the exercise of the rights of a holder of

any Security.

                  (d)   Denominations. The Securities and beneficial interests in Securities shall be issuable:

(i) in the case of Securities offered and sold to the Initial Purchasers and subsequently transferred in

reliance on Rule 144A, in minimum denominations of $10,000 and any amount in excess thereof that is an integral

multiple of $1,000; (ii) in the case of Securities offered and sold to the Initial Purchasers and subsequently

transferred in reliance on Regulation S, in minimum denominations of $10,000 and any amount in excess thereof

that is an integral multiple of $1,000; and (iii) in the case of Securities offered and sold to the Initial

Purchasers and subsequently transferred to Accredited Investors, in minimum denominations of $100,000 and any

amount in excess thereof that is an integral multiple of $1,000.

                  2.    Fiscal Agent; Other Agents.

                  The Issuer hereby appoints The Bank of New York, acting through its corporate trust office at

101 Barclay Street, Floor 8 West, New York, New York 10286 (the "Corporate Trust Office"), as fiscal agent of

the Issuer in respect of the Securities upon the terms and subject to the conditions herein set forth, and The

Bank of New York hereby accepts such appointment. The Bank of New York, and any successor or successors as such

fiscal agent qualified and appointed in accordance with Section 10 hereof, are herein called the "Fiscal

Agent." The Fiscal Agent shall have the powers and authority granted to and conferred upon it in the Securities

and hereby and such further powers and authority to act on behalf of the Issuer as may be mutually agreed upon

by the Issuer and the Fiscal Agent. The Fiscal Agent shall keep a copy of this Agreement available for

inspection during normal business hours at its Corporate Trust Office. The Fiscal Agent or any Paying Agent (as

defined below) shall also act as Transfer Agent (as defined below). All of the terms and provisions with

respect to such powers and authority contained in the Securities are subject to and governed by the terms and

provisions hereof.

                                                       3

                  The Issuer may, at its discretion, appoint one or more agents (a "Paying Agent" or "Paying

Agents") for the payment, to the extent permitted under the Payment Restrictions, of the principal of, interest

on and Redemption Amount with respect to the Securities, and one or more agents (a "Transfer Agent" or

"Transfer Agents") for the transfer and exchange of Securities, at such place or places as the Issuer may

determine; provided, however, that the Issuer shall at all times maintain a Paying Agent and Transfer Agent in

the Borough of Manhattan, The City of New York (which Paying Agent and Transfer Agent may be the Fiscal Agent).

The Issuer hereby initially appoints the Fiscal Agent at its Corporate Trust Office as principal Paying Agent,

Transfer Agent and authenticating agent, and the Fiscal Agent hereby accepts such appointments. Each Transfer

Agent shall act as a security registrar and there shall be kept at the office of each Transfer Agent a register

in which, subject to such reasonable regulations as the Issuer may prescribe and as shall be reasonably

satisfactory to such Transfer Agent, the Issuer shall provide for the registration of Securities and the

registration of transfers of Securities. The Issuer shall promptly notify the Fiscal Agent of the name and

address of any other Paying Agent or Transfer Agent appointed by it and of the country or countries in which

such Paying Agent or Transfer Agent may act in that capacity, and will notify the Fiscal Agent of the

resignation or termination of any such Paying Agent or Transfer Agent. Subject to the provisions of Section

10(c) hereof, the Issuer may vary or terminate the appointment of any such Paying Agent or Transfer Agent at

any time and from time to time upon giving not less than 90 days' notice to such Paying Agent or Transfer

Agent, as the case may be, and to the Fiscal Agent. The Issuer shall cause notice of any resignation,

termination or appointment of the Fiscal Agent or any Paying Agent or Transfer Agent and of any change in the

office through which any such Agent will act to be provided to holders of Securities.

                  3.    Authentication.

                  The Fiscal Agent is authorized, upon receipt of Securities duly executed on behalf of the

Issuer for the purposes of the original issuance of Securities, to authenticate said Securities in an aggregate

principal amount not in excess of $175,000,000 and deliver said Securities in accordance with the written order

or orders of the Issuer signed on its behalf by an Authorized Officer, and thereafter the Fiscal Agent is

authorized to authenticate and make available for delivery Securities in accordance with the provisions therein

and hereinafter set forth.

                  The Fiscal Agent shall have the right to decline to authenticate and make available for

delivery any Securities under this Section if the Fiscal Agent, being advised by counsel, determines that such

action may not lawfully be taken or if the Fiscal Agent in good faith shall determine that such action would

expose the Fiscal Agent to personal liability to existing Holders.

                  The Fiscal Agent may, with the written consent of the Issuer, appoint by an instrument or

instruments in writing one or more agents (which may include itself) for the authentication of the Securities

and, with such consent, vary or terminate any such appointment upon written notice and approve any change in

the office through which any authenticating agent acts. The Issuer (by written notice to the Fiscal Agent and

the authenticating agent whose appointment is to be terminated) may also terminate any such appointment at any

time. The Fiscal Agent hereby agrees to obtain written acceptances from the entities concerned (in form and

substance satisfactory to the Issuer) of such appointments. In its acceptance of such 

                                                       4

appointment, each such agent shall agree to act as an authenticating agent pursuant to the terms and conditions

of this Agreement.

                  4.    Payment and Cancellation.

                  (a)   Payment. For so long as the Fiscal Agent is acting as a Paying Agent hereunder, the

Issuer, subject to the Payment Restrictions, shall provide to the Fiscal Agent, in immediately available funds

on or prior to 10:00 a.m., New York time, on each date on which a payment of principal of, interest on or

Redemption Amount with respect to the Securities shall be payable, as set forth in the text of the Securities,

such amount, in U.S. dollars, as is necessary (along with any amounts in immediately available funds previously

provided to and then held by the Fiscal Agent and available for the purpose) to make such payment, and the

Issuer hereby authorizes and directs the Fiscal Agent from funds so provided to it to make or cause to be made

payment of the principal of, interest on and Redemption Amount with respect to the Securities (as the case may

be) in the manner, at the times and for the purposes set forth herein and in the text of said Securities;

provided, that (1) any permitted payment of interest on the Securities may be made by check mailed to the

persons (the "registered owners") in whose names such Securities are registered on the register maintained

pursuant to Section 6 hereof at the close of business on the record dates designated in the text of the

Securities and (2) the Issuer will not provide any such funds to the Fiscal Agent prior to such time as the

relevant payment of principal, interest or Redemption Amount is approved by the Superintendent of Insurance of

the State of New York (the "Superintendent"). Principal of and Redemption Amount with respect to the Securities

shall be payable against surrender thereof at the corporate trust office of the Fiscal Agent and at the offices

of such other paying agents as the Issuer shall have appointed pursuant to this Agreement. Any permitted

payment of principal of, interest on or Redemption Amount with respect to the Securities may be made by check.

Notwithstanding the foregoing, permitted payments of principal of, interest on or Redemption Amount with

respect to the Securities shall be made, in the case of a registered owner of at least $5,000,000 aggregate

principal amount of Securities, by wire transfer to an account maintained by the payee with a bank in the

United States as specified in the text of the Securities if such registered owner so elects by giving notice to

the Fiscal Agent, not less than 15 days (or such fewer days as the Fiscal Agent may accept at its discretion)

prior to the date on which such payments are scheduled to be made, of such election and of the account to which

payment is to be made. Unless such designation is revoked, any such designation made by such holder with

respect to such Securities shall remain in effect with respect to any future payments with respect to such

Securities payable to such holder. The Issuer shall pay any reasonable administrative costs in connection with

making any such payments. The Fiscal Agent shall arrange directly with any other Paying Agent who may have been

appointed by the Issuer pursuant to the provisions of Section 2 hereof for the payment, subject to the Payment

Restrictions, from funds so paid by the Issuer of the principal of, interest on and Redemption Amount with

respect to the Securities in the manner, at the times and for the purposes set forth herein and in the text of

said Securities. Notwithstanding the foregoing, the Issuer may provide directly to a Paying Agent funds for the

payment, subject to the Payment Restrictions, of the principal thereof, interest payable thereon and Redemption

Amount with respect thereto under an agreement with respect to such funds containing substantially the same

terms and conditions set forth in this Section 4(a) and in Section 9(b) hereof; and the Fiscal Agent shall have

no responsibility with respect to any funds so provided by the Issuer to any such Paying Agent.

                                                       5

                  Payments of principal of, interest on and Redemption Amount with respect to the Securities

shall be made in the manner set forth in the Securities, including the Payment Restrictions set forth therein.

                  (b)   Cancellation. All Securities delivered to the Fiscal Agent (or any other agent

appointed by the Issuer pursuant to Section 2 hereof) for payment, registration of transfer or exchange as

provided herein or in the Securities shall be marked "cancelled" and, in the case of any other such agent,

forwarded to the Fiscal Agent. All cancelled Securities held by the Fiscal Agent shall be disposed of by

returning such cancelled Securities to the Issuer in accordance with the Fiscal Agent's standard procedures or

as directed in writing by the Issuer; provided, however, that the Fiscal Agent shall not be required to destroy

such Securities.

                  5.    Global Securities.

                  (a)   Notwithstanding any other provisions of this Agreement or the Securities, a Global

Security shall not be exchanged in whole or in part for a Security registered in the name of any person other

than the Depositary or one or more nominees thereof; provided, that a Global Security may also be exchanged for

Securities registered in the names of any person designated by the Depositary in the event that (i) the

Depositary has notified the Issuer that it is unwilling or unable to continue as Depositary for such Global

Security or such Depositary has ceased to be a "clearing agency" registered under the Securities Exchange Act

of 1934, as amended (the "Exchange Act"), (ii) an event described in Paragraph 15(a) or the first sentence of

Paragraph 15(b) of the Securities has occurred and is continuing with respect to the Securities or (iii) a

request for certificates has been made upon 60 days' prior written notice given to the Fiscal Agent in

accordance with the Depositary's customary procedures and a copy of such notice has been received by the Issuer

from the Fiscal Agent. Any Global Security exchanged pursuant to clause (i) above shall be so exchanged in

whole and not in part and any Global Security exchanged pursuant to clause (ii) or (iii) above may be exchanged

in whole or from time to time in part as directed by the Depositary; and provided, further, that the Temporary

Global Securities shall not be exchanged for Securities except in accordance with Section 5(e) hereof. Any

Security issued in exchange for a Global Security or any portion thereof shall be a Global Security; provided,

that any such Security so issued that is registered in the name of a person other than the Depositary or a

nominee thereof shall not be a Global Security.

                  (b)   Securities issued in exchange for a Global Security or any portion thereof in

accordance with Section 5(a) shall be issued in definitive, fully registered form, without interest coupons,

shall have an aggregate principal amount equal to that of such Global Security or portion thereof to be so

exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall

designate and shall bear the applicable legends provided for herein, including, except as otherwise provided by

Section 6(g), the legend regarding transfer restrictions set forth in the form of Security attached hereto as

Exhibit C (in the case of a Restricted Definitive Security (as defined below) issued in exchange for a Global

Security or portion thereof) or set forth in the form of Security attached hereto as Exhibit A or B-1 (in the

case of a Global Security issued in exchange for a Rule 144A Global Security or portion thereof, a Temporary

Global Security or portion thereof (provided, that Temporary Regulation S Global Securities shall not be

exchanged for Securities except in accordance with Section 5(e) hereof) or a Permanent Regulation S Global

Security or portion thereof, as applicable). Any 

                                                       6

Global Security to be exchanged in whole shall be surrendered by the Depositary to the Transfer Agent located

in the Borough of Manhattan, The City of New York, to be so exchanged. With regard to any Global Security to be

exchanged in part, either such Global Security shall be so surrendered for exchange or, if the Fiscal Agent is

acting as custodian for the Depositary or its nominee with respect to such Global Security, the principal

amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an

appropriate adjustment made on the records of the Fiscal Agent. Upon any such surrender or adjustment, the

Fiscal Agent shall authenticate and make available for delivery the Security issuable on such exchange to or

upon the order of the Depositary or an authorized representative thereof.

                  (c)   Subject to the provisions of Section 1(c) above, the registered holder may grant

proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through

Agent Members, to take any action which a holder is entitled to take under this Fiscal Agency Agreement or the

Securities.

                  (d)   In the event of the occurrence of any of the events specified in paragraph (a) of this

Section 5, the Issuer will promptly make available to the Fiscal Agent a reasonable supply of certificated

Securities in definitive, fully registered form without interest coupons.

                  (e)   The Temporary Global Securities will be held only through Euroclear Bank S.A./N.V., as

operator of the Euroclear system or Clearstream Banking, S.A., as participants in the Depositary and any

purchaser of Notes in a sale made in reliance on Regulation S may not sell or offer to sell such Notes prior to

the expiration of the 40-day distribution compliance period (within the meaning of Rule 903(b)(3) of Regulation

S) (the "Distribution Compliance Period") within the United States or to a U.S. person or for the account or

benefit of a U.S. person within the meaning of Regulation S (other than the Purchasers) unless the Notes are

registered under the Act or an exemption from registration pursuant to the Act is available. Promptly following

the expiration of the Distribution Compliance Period, the Temporary Regulation S Global Securities will be

exchanged by the Fiscal Agent for Permanent Regulation S Global Securities in identical aggregate face amount

in accordance with Regulation S. Simultaneously with the authentication of the Permanent Regulation S Global

Securities, the Fiscal Agent shall cancel the Temporary Regulation S Global Securities. The Permanent

Regulation S Global Securities will be deposited with the Fiscal Agent as custodian for the Depositary and will

be registered in the name of the Depositary or a nominee thereof.

                  6.    Registration, Transfer and Exchange of Securities.

                  (a)   General. The Fiscal Agent, as agent of the Issuer for this purpose, shall maintain at

its Corporate Trust Office in the Borough of Manhattan, The City of New York, a register of Securities for the

registration of Securities and the transfers and exchanges thereof. Subject to the provisions of this Section

6, upon presentation for transfer or exchange of any Security at the office of any Transfer Agent accompanied

by a written instrument of transfer or exchange in the form approved by the Issuer (it being understood that,

until notice to the contrary is given to holders of Securities, the Issuer shall be deemed to have approved the

form of instrument of transfer or exchange, if any, printed on any Security), executed by the registered

holder, in person or by such holder's attorney thereunto duly authorized in writing, such Security shall be

transferred upon the register for the Securities, and a new Security shall be authenticated 

                                                       7

and issued in the of the transferee. No transfer of a Security to any person shall be effective unless and 

until such Security has been registered in the name of such person.

                  To permit registrations of transfers and exchanges, the Issuer shall execute and the Fiscal

Agent (or an authenticating agent appointed pursuant to Section 2 hereof) shall authenticate and make available

for delivery Definitive Securities at the Fiscal Agent's or any Transfer Agent's request. No service charge

shall be made for any registration of transfer or exchange, but the Issuer or the Fiscal Agent may require

payment of a sum sufficient to cover any transfer tax or other governmental charge payable in connection with

any registration of transfer or exchange and any other amounts, if any, required to be paid by the provisions

of the Securities in connection with a transfer or exchange thereof.

                  All Securities issued upon any registration of transfer or exchange of Securities shall be

the valid obligations of the Issuer, subject to the Payment Restrictions, evidencing the same debt, and the

applicable provisions of this Fiscal Agency Agreement shall apply equally thereto, as the Securities

surrendered upon such registration of transfer or exchange.

                  (b)   Transfers of Restricted Definitive Securities. If a holder of Definitive Securities

that bear or are required to bear the legends set forth in the form of Security attached as Exhibit C hereto

("Restricted Definitive Securities") wishes at any time to transfer such Restricted Definitive Securities or to

exchange such Restricted Definitive Securities, such exchange or transfer may be effected only in accordance

with the provisions of this Section 6(b). Upon the receipt by the Fiscal Agent, as Transfer Agent, at its

office in The City of New York of (i) a Restricted Definitive Security accompanied by a written and executed

instrument of transfer or exchange and payment for any tax or charge as provided in Section 6(a) hereof and

(ii) the following additional information and documents, as applicable:

                  (1)   if such Restricted Definitive Security is owned by the holder thereof and is being

         exchanged, without transfer, or if such Restricted Definitive Security is being transferred pursuant

         to an exemption from registration in accordance with Rule 144A, Rule 144 or Regulation S under the

         Act, or pursuant to another available exemption from registration under the Act, a certification from

         such holder to that effect, substantially in the form of Exhibit D hereto, and an opinion or counsel,

         satisfactory in form and substance to the Fiscal Agent and the Issuer, to the effect that such

         transfer may be effected without registration under the Act; and

                  (2)   if the Restricted Definitive Security being transferred or exchanged contains a

         restrictive legend, certification to the effect that such transfer or exchange is in accordance with

         the restrictions contained in such legend, if required by the Fiscal Agent, the Fiscal Agent shall

         register the transfer of such Restricted Definitive Security or exchange such Restricted Definitive

         Security for an equal principal amount of Restricted Definitive Securities of other authorized

         denominations.

                  (c)   Transfer of Global Securities. A Global Security may not be transferred, in whole or in

part, to any person other than the Depositary or a nominee thereof, and no such 

                                                       8

transfer to any such other person may be registered; provided, that this paragraph (c) shall not prohibit any 

transfer of a Security that is issued in exchange for a Global Security but is not itself a Global Security.

                  (d)   Successive Registrations. Successive registrations and registrations of transfers and

exchanges as aforesaid may be made from time to time as desired, and each such registration shall be noted on

the Security register.

                  (e)   Information. Any Transfer Agent appointed pursuant to Section 2 hereof shall provide to

the Fiscal Agent such information as the Fiscal Agent may reasonably require in connection with the delivery by

such Transfer Agent of Securities upon transfer or exchange of Securities.

                  (f)   Suspension. No Transfer Agent shall be required to make registrations of transfer or

exchange of Securities during any periods designated in the text of the Securities as periods during which such

registration of transfer and exchanges need not be made.

                  (g)   Legends. If Securities are issued upon the transfer, exchange or replacement of

Securities not bearing the legends required, as applicable, by the form of Security attached as Exhibit A, B-1,

B-2 or C hereto (collectively, the "Legend"), the Securities so issued shall not bear the Legend. If Securities

are issued upon the transfer, exchange or replacement of Securities bearing the Legend, or if a request is made

to remove the Legend on a Security, the Securities so issued shall bear the Legend, or the Legend shall not be

removed, as the case may be, unless there is delivered to the Issuer such satisfactory evidence, which may

include an opinion of independent counsel licensed to practice law in the State of New York, as may be

reasonably required by the Issuer that neither the Legend nor the restrictions on transfer set forth therein

are required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144 or Regulation S

under the Act or that such Securities are not "restricted securities" within the meaning of Rule 144 under the

Act. Upon provision of such satisfactory evidence, the Fiscal Agent, at the direction of the Issuer, shall

authenticate and deliver a Security that does not bear the Legend. The Issuer agrees to indemnify the Fiscal

Agent for, and to hold it harmless against, any loss, liability or expense, including the fees and expenses of

counsel, reasonably incurred, arising out of or in connection with actions taken or omitted by the Fiscal Agent

in reliance upon such legal opinion and the delivery of a Security that does not bear a Legend.

                  (h)   With the prior approval of the Superintendent, the Issuer and any person that

constitutes an affiliate of the Issuer within the meaning of the Act may at any time purchase Securities in the

open market or otherwise at any price, for its own account or the account of others. Any Security so purchased

by the Issuer or any such affiliate for its own account shall be promptly surrendered to the Fiscal Agent for

cancellation and shall not thereafter be re-issued or resold.

                  7.    Optional Redemption.

                  (a)   Redemption Price. Subject to the Payment Restrictions, including the prior approval of

the Superintendent pursuant to Section 1307 of the New York Insurance Law (or any successor provision thereto,

and as may be hereafter amended from time to time), the 

                                                       9

Notes are subject to redemption, as a whole or in part, at the option of the Issuer at any time and from time 

to time, at a redemption price set forth in Paragraph 4 of the Securities. The Securities may not be redeemed 

at the option of a holder thereof.

                  (b)   Selection of Securities to be Redeemed. If less than all the Securities are to be

redeemed, the Securities to be redeemed shall be selected by the Fiscal Agent from the Outstanding Securities

not previously called for redemption, not less than 30 days prior to the date of such redemption, by lot or by

such other method as the Fiscal Agent shall deem fair and appropriate and which, subject to Section 7(d), may

provide for the selection for redemption of portions (equal to $1,000 or a multiple thereof) of the principal

of Securities of a denomination larger than $1,000; provided, that if at the time of redemption such Securities

are registered as a Global Security, the Depositary for such Global Security shall determine, in accordance

with its procedures, the principal amount of such Securities to be redeemed held by each holder of a beneficial

interest in such Global Security. The Fiscal Agent shall notify the Issuer promptly of the Securities or

portions thereof selected by it to be redeemed.

                  (c)   Notice of Redemption; Effect of Notice. Notices to redeem Securities shall be given by

the Fiscal Agent on behalf of and at the expense of the Issuer in the manner provided in paragraph 4 of the

Securities. The effect of such notice shall be as set forth in such paragraph 4.

                  (d)   Securities Redeemed in Part. Any Security which is to be redeemed only in part shall be

surrendered with, if the Issuer or the Fiscal Agent so requires, due endorsement by, or a written instrument of

transfer in form satisfactory to the Issuer and the Fiscal Agent duly executed by, the holder thereof or his

attorney duly authorized in writing, and the Issuer shall execute, and the Fiscal Agent shall authenticate and

deliver to the holder of such Security without service charge, a new registered Security or Securities, of any

authorized denomination as requested by such holder, and as permitted by Section 1(d) of this Agreement, in

aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security

so surrendered.

                  8.    Delivery of Certain Information.

                  (a)   Rule 144A Information. At any time when the Issuer is not subject to Section 13 or

15(d) of the Exchange Act, upon the request of a holder of a Definitive Security or the holder of a Global

Security or a beneficial interest in a Global Security that is not then freely transferable under Rule 144(k)

under the Act or any successor rule, the Issuer shall promptly furnish or cause to be furnished "Rule 144A

Information" (as defined below) to such holder, or to a prospective purchaser of such Security or interest

designated by such holder, in order to permit compliance by such holder with Rule 144A under the Act in

connection with the resale of such Security by such holder; provided, however, that the Issuer shall not be

required to furnish or cause to be furnished any Rule 144A Information to any such holder located outside the

United States who is not a "U.S. Person" within the meaning of Regulation S. "Rule 144A Information" shall be

such information as is specified pursuant to paragraph (d) (4) of Rule 144A (or any successor provision

thereto), as such provision (or successor provision) may be amended from time to time.

                                                      10

         (b)   Periodic Reports. The Issuer shall deliver (or shall cause the Fiscal Agent to deliver at the

expense of the Issuer) to each holder of a Security, promptly after such items are available, one copy of (i)

the audited statutory-basis financial statements of the Issuer (including the report of independent accountants

thereon and including the notes to such financial statements) and (ii) the annual statutory-basis statement of

the Issuer as filed by the Issuer with the New York Department of Insurance. In addition, upon the written

request of a holder of a Definitive Security or the holder of a Global Security or a beneficial interest in a

Global Security, the Issuer shall promptly furnish or cause to be furnished to such holder one copy of the

quarterly statutory-basis financial statements of the Issuer as filed by the Issuer with the New York

Department of Insurance.

         9.    Conditions of Fiscal Agent's Obligations.

               The Fiscal Agent accepts its obligations herein set forth upon the terms and conditions hereof,

including the following, to all of which the Issuer agrees and all of which are applicable to the Securities

and the holders from time to time thereof:

         (a) Compensation and Indemnity. Each of the Fiscal Agent, the Paying Agent and the Transfer Agent

shall be entitled to reasonable compensation as agreed from time to time in writing with the Issuer for all

services rendered by it, and the Issuer agrees promptly to pay such compensation and to reimburse the Fiscal

Agent for the reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel of its

selection) reasonably incurred by it in connection with or arising out of its services hereunder, or the

issuance of the Securities and their offering and sale. The Issuer also agrees to indemnify the Fiscal Agent

and any Paying Agent and Transfer Agent for, and to hold it harmless against, any loss, damages, claim,

liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of

the Fiscal Agent, any Paying Agent or Transfer Agent), incurred without gross negligence or bad faith, arising

out of or in connection with its acting as Fiscal Agent, Paying Agent or Transfer Agent hereunder, as well as

the reasonable costs and expenses reasonably incurred in defending against any claim of liability in the

premises. The obligations of the Issuer under this Section 8(a) shall survive payment of all the Securities or

the resignation or removal of the Fiscal Agent, the Paying Agent or the Transfer Agent. The Fiscal Agent, the

Paying Agent or the Transfer Agent shall promptly notify the Issuer of any claim for which it may seek

indemnity, including reasonable costs and expenses reasonably incurred in defending against any claim for

liability arising from the exercise or performance of any of its powers or duties hereunder. The Issuer shall

not be obligated to pay for any settlement of any such claim made without its consent.

         (b) Agency. In acting under this Agreement and in connection with the Securities, the Fiscal Agent is

acting solely as agent of the Issuer and does not assume any responsibility for the correctness of the recitals

in the Securities (except for the correctness of the statement in its certificate of authentication thereon) or

any obligation or relationship of agency or trust, for or with any of the owners or holders of the Securities,

except that all funds held by the Fiscal Agent for the payment of principal of, interest on and Redemption

Amount with respect to the Securities, to the extent permitted under the Payment Restrictions, shall be held in

trust for such owners or holders, as the case may be, as set forth herein and in the Securities; provided,

however, that monies held by the Fiscal Agent for the payment of the principal of, 

                                                      11

interest on or Redemption Amount with respect to any of the Securities remaining unclaimed for two years after

such principal, interest or Redemption Amount has become payable in accordance with the Payment Restrictions

(whether at the Scheduled Maturity Date or otherwise) and monies sufficient therefor shall have been duly made

available for payment shall, together with any interest made available for payment thereon, be repaid to the

Issuer. Upon such repayment, the aforesaid trust with respect to the Securities shall terminate and all

liability of the Fiscal Agent and Paying Agents with respect to such funds shall thereupon cease.

         (c)   Advice of Counsel. The Fiscal Agent and any Paying Agent or Transfer Agent appointed by the

Issuer pursuant to Section 2 hereof may consult with their respective counsel or other independent counsel

satisfactory to them, and the advice or opinion of such counsel shall be full and complete authorization and

protection in respect of any action taken, suffered or omitted by them hereunder in good faith and in

accordance with such advice or opinion.

         (d)   Issuer Order. Any request or direction of the Issuer mentioned herein shall be sufficiently

evidenced by a written order of the Issuer.

         (e)   No Investigation. The Fiscal Agent shall not be bound to make any investigation into the facts

or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request,

direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document.

         (f)   Not Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the

Securities, except the Fiscal Agent's certificates of authentication, shall be taken as the statements of the

Issuer, and the Fiscal Agent, any Paying Agent or Transfer Agent assumes no responsibility for their

correctness. The Fiscal Agent makes no representations as to the validity or sufficiency of this Agreement or

of the Securities. The Fiscal Agent, Paying Agent and any Transfer Agent shall not be accountable for the use

or application by the Issuer of Securities or the proceeds thereof.

         (g)   Reliance. The Fiscal Agent and any Paying Agent or Transfer Agent appointed by the Issuer

pursuant to Section 2 hereof each shall be protected and shall incur no liability for or in respect of any

action taken or thing suffered by it in reliance upon any Security, notice, direction, consent, certificate,

affidavit, statement, or other paper or document believed by it, in good faith, to be genuine and to have been

passed upon or signed by the proper parties.

         (h)   Interest in Securities, Etc. The Fiscal Agent, any Paying Agent or Transfer Agent appointed by

the Issuer pursuant to Section 2 hereof and their respective officers, directors and employees may become the

owners of, or acquire any interest in, any Securities, with the same rights that they would have if they were

not the Fiscal Agent, such other Paying Agent or Transfer Agent or such person, and may engage or be interested

in any financial or other transaction with the Issuer, and may act on, or as depositary, trustee or agent for,

any committee or body of holders of Securities or other obligations of the Issuer, as freely as if they were

not the Fiscal Agent, such other Paying Agent or Transfer Agent or such person.

                                                      12

         (i)   Non-Liability for Interest. Subject to any agreement between the Issuer and the Fiscal Agent to

the contrary, the Fiscal Agent and the Paying Agent shall not be under any liability for interest on monies at

any time received by it pursuant to any of the provisions of this Agreement or the Securities.

         (j)   Certifications. Whenever in the administration of this Agreement the Fiscal Agent shall deem it

desirable that a matter of fact be proved or established prior to taking, suffering or omitting any action

hereunder, the Fiscal Agent (unless other evidence be herein specifically prescribed) may, in good faith, rely

upon a certificate signed by an Authorized Officer and delivered to the Fiscal Agent as to such matter of fact.

         (k)   No Implied Obligations. The duties and obligations of the Fiscal Agent and the Issuer with

respect to matters governed by this Agreement shall be determined solely by the express provisions hereof, and

neither the Fiscal Agent, the Paying Agent, the Transfer Agent nor the Issuer shall be liable except for the

performance of such duties and obligations as are specifically set forth in this Agreement and the Securities,

as applicable, and no implied covenants or obligations shall be read into this Agreement or the Securities

against the Fiscal Agent, the Paying Agent, the Transfer Agent or the Issuer. In the absence of gross

negligence on its part, neither the Paying Agent nor the Transfer Agent shall be liable for any action taken,

suffered or omitted, or for any error of judgment made by it in the performance of its duties under this

Agreement. Nothing in this Agreement shall be construed to require the Fiscal Agent, the Paying Agent or the

Transfer Agent to advance or expend its own funds.

         (l)   Force Majeure. The Fiscal Agent, the Paying Agent and the Transfer Agent shall not be

responsible or liable for any failure or delay in the performance of its obligations under this Agreement

arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including,

without limitation, acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances;

sabotage; epidemics; riots; interruptions; loss or malfunctions of utilities, computer (hardware or software)

or communication services; accidents; labor disputes; acts of civil or military authority and governmental

action.

         (m)   No Special, Indirect, Punitive or Consequential Losses. Anything in this Agreement

notwithstanding, in no event shall the Fiscal Agent, the Paying Agent or the Transfer Agent be liable for

special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited

to loss of profit), even if the Issuer has been advised as to the likelihood of such loss or damage and

regardless of the form of action.

         (n)   Agents and Attorneys. The Fiscal Agent, the Paying Agent and the Transfer Agent 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 Fiscal Agent, the Paying Agent or the Transfer Agent, as the case may be, shall not be

responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it

hereunder.

         (o)   Authorized Officers. The Fiscal Agent, the Paying Agent and the Transfer Agent may request that

the Issuer deliver a certificate setting forth the names of individuals and/or titles of officers authorized at

such time to take specified actions pursuant to this 

                                                      13

Agreement, which certificate may be signed by any person authorized to sign such a certificate, including any

person specified as so authorized in any such certificate previously delivered and not superseded.

         10.   Resignation and Appointment of Successor.

         (a)   Fiscal Agent. The Issuer agrees, for the benefit of the holders from time to time of the

Securities, that there shall at all times be a Fiscal Agent hereunder which shall be a bank or trust company

organized and doing business under the laws of the United States of America or the State of New York, in good

standing and having an established place of business in the Borough of Manhattan, The City of New York, and

authorized under such laws to exercise corporate trust powers and having a combined capital and surplus in

excess of $50,000,000, until all the Securities authenticated and delivered hereunder (i) shall have been

delivered to the Fiscal Agent for cancellation or (ii) have become payable, with the approval of the

Superintendent, and monies sufficient to pay the full principal of and any interest remaining unpaid on the

Securities shall have been made available for payment and either paid or returned to the Issuer as provided

herein and in such Securities.

         (b)   Resignation. The Fiscal Agent may at any time resign by giving written notice to the Issuer of

such intention on its part, specifying the date on which its desired resignation shall become effective;

provided, that such date shall not be less than 30 days from the date on which such notice is given, unless the

Issuer agrees to accept shorter notice. The Fiscal Agent hereunder may be removed at any time by the filing

with it of an instrument in writing signed on behalf of the Issuer and specifying such removal and the date

when it shall become effective. Notwithstanding the dates of effectiveness or resignation or removal, as the

case may be, to be specified in accordance with the preceding sentences, such resignation or removal shall take

effect only upon the appointment by the Issuer, as hereinafter provided, of a successor Fiscal Agent (which, to

qualify as such, shall for all purposes hereunder be a bank or trust company organized and doing business under

the laws of the United States of America or of the State of New York, in good standing and having and acting

through an established place of business in the Borough of Manhattan, The City of New York, authorized under

such laws to exercise corporate trust powers and having a combined capital and surplus in excess of

$50,000,000) and the acceptance of such appointment by such successor Fiscal Agent. Upon its resignation or

removal, the Fiscal Agent shall be entitled to payment by the Issuer pursuant to Section 9 hereof of

compensation for services rendered and to reimbursement of reasonable out-of-pocket expenses incurred

hereunder.

         (c)   Successors. In case at any time the Fiscal Agent (or any Paying Agent if such Paying Agent is

the only Paying Agent located in a place where, by the terms of the Securities or this Agreement, the Issuer is

required to maintain a Paying Agent) shall resign, or shall be removed, or shall become incapable of acting, or

shall be adjudged bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment

for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of

its property, or shall admit in writing its inability to pay or meet its debts as they severally mature, or if

a receiver of it or of all or any substantial part of its property shall be appointed, or if an order of any

court shall be entered approving any petition filed by or against it under the provisions of applicable

receivership, bankruptcy, insolvency or other similar legislation, or if 

                                                      14

any public officer shall take charge or control of it or of its property or affairs, for the purpose of

rehabilitation, conservation or liquidation, a successor Fiscal Agent or Paying Agent, as the case may be,

qualified as aforesaid, shall be appointed by the Issuer by an instrument in writing, filed with the successor

Fiscal Agent or Paying Agent, as the case may be, and the predecessor Fiscal Agent or Paying Agent, as the case

may be. Upon the appointment as aforesaid of a successor Fiscal Agent or Paying Agent, as the case may be, and

acceptance by such successor of such appointment, the Fiscal Agent or Paying Agent, as the case may be, so

succeeded shall cease to be Fiscal Agent or Paying Agent, as the case may be, hereunder. If no successor Fiscal

Agent or other Paying Agent, as the case may be, shall have been so appointed by the Issuer and shall have

accepted appointments as hereinafter provided, and, in the case of such other Paying Agent, if such other

Paying Agent is the only Paying Agent located in a place where, by the terms of the Securities or this

Agreement, the Issuer is required to maintain a Paying Agent, then any holder of a Security who has been a bona

fide holder of a Security for at least six months, on behalf of himself and all others similarly situated, or

the Fiscal Agent, may petition any court of competent jurisdiction for the appointment of a successor fiscal or

paying agent, as the case may be. The Issuer shall give prompt written notice to each other Paying Agent of the

appointment of a successor Fiscal Agent.

         (d)   Acknowledgement. Any successor Fiscal Agent appointed hereunder shall execute, acknowledge

and deliver to its predecessor and to the Issuer an instrument accepting such appointment hereunder, and

thereupon such successor Fiscal Agent, without any further act, deed or conveyance, shall become vested with

all the authority, rights, powers, trusts, immunities, duties and obligations of the Fiscal Agent hereunder,

and such predecessor, upon payment of its compensation and reimbursement of its disbursements then unpaid,

shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent shall be

entitled to receive, all monies, securities, books, records or other property on deposit with or held by such

predecessor as Fiscal Agent hereunder.

         (e)   Merger, Consolidation, Etc. Any bank or trust company into which the Fiscal Agent hereunder may

be merged, or resulting from any merger or consolidation to which the Fiscal Agent shall be a party, or to

which the Fiscal Agent shall sell or otherwise transfer all or substantially all the corporate trust assets or

business of the Fiscal Agent; provided, that it shall be qualified as aforesaid, shall be the successor Fiscal

Agent under this Agreement without the execution or filing of any paper or any further act on the part of any

of the parties hereto.

         11.   Meetings and Amendments.

         (a)   Calling of Meeting, Notice and Quorum. A meeting of holders of Securities may be called at any

time and from time to time to make, give or take any request, demand, authorization, direction, notice,

consent, waiver or other action provided by this Agreement or the Securities to be made, given or taken by

holders of Securities or to modify, amend or supplement the terms of the Securities or this Agreement as

hereinafter provided, and subject to the requirement hereinafter set forth that the Issuer and the Fiscal Agent

may, only with the prior approval of the Superintendent, modify, amend or supplement this Fiscal Agency

Agreement or the terms of the Securities or give consents or waivers or take other actions with respect

thereto. The Fiscal Agent may at any time call a meeting of holders of Securities for any such purpose to be

held at such time and at such place in the Borough of Manhattan, The City 

                                                      15

of New York as the Fiscal Agent shall determine. Notice of every meeting of holders of Securities, setting

forth the time and place of such meeting and in general terms the action proposed to be taken at such meeting,

shall be given as provided in the terms of the Securities, not less than 30 nor more than 60 days prior to the

date fixed for the meeting; provided, that in the case of any meeting to be reconvened after adjournment for

lack of a quorum, such notice shall be so given not less than 15 nor more than 60 days prior to the date fixed

for such meeting. In case at any time the Issuer or the holders of at least 10% in aggregate principal amount

of the Outstanding Securities (as defined in subsection (d) of this Section) shall have requested the Fiscal

Agent to call a meeting of the holders of Securities for any such purpose, by written request setting forth in

reasonable detail the action proposed to b