INDENTURE

Exhibit 4.1

THIS INDENTURE, dated as of September 29, 2005, between Pennsylvania Manufacturers’ Association Insurance Company, a Pennsylvania insurance company (hereinafter sometimes called the “Company”), and JPMorgan Chase Bank, National Association, as trustee (hereinafter sometimes called the “Trustee”).

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its Floating Rate Surplus Notes due 2035 (the “Surplus Notes”) in the aggregate principal amount of $10,000,000 and, to provide the terms and conditions upon which the Surplus Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution, delivery and performance of this Indenture; and

WHEREAS, all acts and things necessary to make this Indenture a valid and legally binding agreement according to its terms, have been done and performed;

NOW, THEREFORE, This Indenture Witnesseth:

In consideration of the premises, and the purchase of the Surplus Notes by the Securityholders (as defined below) thereof, the Company and the Trustee mutually covenant and agree for the benefit of the respective Securityholders from time to time, as follows:

SECTION 1.01   Definitions .

The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. All accounting terms used but not expressly defined herein shall have the meanings assigned to such terms in accordance with accounting principles generally accepted in the United States, and the term “generally accepted accounting principles” means such accounting principles as are generally accepted in the United States at the time of any computation. Notwithstanding the foregoing, to the extent applicable to the Company, all accounting terms used herein and not expressly defined shall have the meanings assigned to such terms in accordance with statutory accounting principles, and the term “statutory accounting principles” means such accounting principles as are prescribed or permitted by Applicable Insurance Laws or the Applicable Regulatory Authority at the time of any computation. The words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. Any reference to the singular includes the plural and vice versa (unless the context otherwise requires).

“Affiliate” means, with respect to a specified Person, (a) any Person directly or indirectly owning, controlling or holding with power to vote, 10% or more of the outstanding Voting Securities or other ownership interests of the specified Person, (b) any Person 10% or more of whose outstanding Voting Securities or other ownership interests are directly or indirectly owned, controlled or held with power to vote by the specified Person, (c) any Person directly or indirectly controlling, controlled by, or under common control with the specified Person, (d) a partnership in which the specified Person is a general partner, (e) any officer or director of the specified Person, and (f) if the specified Person is an individual, any entity of which the specified Person is an officer, director or general partner.

“Applicable Insurance Laws” means (a) the insurance code and statutes of the Company’s state of domicile, (b) all published regulations, bulletins and rulings thereunder, and (c) that certain approval letter of the Applicable Regulatory Authority dated September 22, 2005 authorizing the initial issuance by the Company of a Surplus Note hereunder.

“Applicable Regulatory Authority” means the Insurance Commissioner of the Commonwealth of Pennsylvania or such other insurance regulatory authority of the state of domicile of the Company.

“Authenticating Agent” means any agent or agents of the Trustee which at the time shall be appointed and acting pursuant to Section 6.13.

“Available Amount” means the funds and other assets of the Company legally available to make payments with respect to the Surplus Notes under the Applicable Insurance Laws, in order for the outstanding principal under such Surplus Notes to constitute part of the Company’s policyholders’ surplus in accordance with statutory accounting principles, applied on a consistent basis throughout the periods involved.

“Board of Directors” means the Board of Directors or any other duly authorized committee thereof of the Company.

“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.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banking institutions in The City of New York or Houston, Texas are authorized or obligated by law, executive order or regulation to close.

“Calculation Agent” means the Trustee.

“Certificate of Authentication” means the certificate issued by the Trustee or the Authenticating Agent authenticating a Surplus Note issued under the Indenture.

“CSFB” means Credit Suisse, a Swiss bank acting through its Cayman Islands branch.

“Code” has the meaning set forth in Section 2.07.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this Indenture 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 Pennsylvania Manufacturers’ Association Insurance Company, a Pennsylvania insurance company, and, subject to the provisions of Article X hereof, shall include its successors and assigns.

“Conversion” has the meaning set forth in Section 10.01.

“Default” means any event, act or condition that, with notice or lapse of time, or both, would constitute an Event of Default.

“Defaulted Interest” means any overdue installment of interest other than an installment of interest that is not made when due as a result of a Payment Restriction.

“Determination Date” means two London Banking Days next preceding the applicable Interest Payment Date.

“Event of Default” means any event, act or condition specified in Section 5.01, continued for the period of time, if any, and after the giving of the notice, if any, therein designated.

“Excess Interest” means the cumulative amount of interest on a Surplus Note, if any, that is not paid as a result of any Regulatory Interest Limitation, minus the amount of interest paid on such Surplus Note as a result of adjustments to the Interest Rate to account for Excess Interest in accordance with Section 2.12.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Indenture” means this instrument as originally executed or, if amended or supplemented as herein provided, as so amended or supplemented, or both.

“Insolvency Law” means the provisions of the insurance insolvency, rehabilitation and liquidation statutes of the Company’s state of domicile and all published regulations, bulletins and rulings thereunder.

“Interest Payment Date” has the meaning set forth in Section 2.11(a).

“Interest Payment Period” means the period from and including an Interest Payment Date, or in the case of the first Interest Payment Period, the original date of issuance of the Surplus Notes, to, but excluding the next succeeding Interest Payment Date or, in the case of the last Interest Payment Period, the Stated Maturity or date of redemption.

“Interest Rate” means a per annum rate of interest equal to LIBOR, as determined on the Determination Date for such Interest Payment Period, plus 4.50% (provided, in each case, that the Interest Rate for any Interest Payment Period may not exceed the highest rate permitted by Pennsylvania law, as the same may be modified by United States law of general applicability). The Interest Rate for any Interest Payment Period shall be subject to the limitations and adjustments set forth in Section 2.12 hereof.

“I-TRUPS” means Principal I-TRUPS CDO I, a limited liability company formed or to be formed pursuant to the laws of the Cayman Islands.

“LIBOR” means, with respect to any Interest Payment Period (in the following order of priority):

(a)   the rate (expressed as a percentage per annum) for Eurodollar deposits having a three-month maturity that appears on Telerate page 3750 as of 11:00 a.m. (London time) on the Determination Date;

(b)   if such rate does not appear on Telerate page 3750 as of 11:00 a.m. (London time) on the Determination Date, the Calculation Agent will request the principal London offices of four leading banks in the London interbank market as selected by the Calculation Agent to provide such banks’ offered quotations (expressed as percentages per annum) to prime banks in the London interbank market for Eurodollar deposits having a three-month maturity as of 11:00 a.m. (London time) on such Determination Date, and if at least two quotations are provided, LIBOR will be the arithmetic mean of such quotations;

(c)   if fewer than two such quotations are provided as requested in clause (b) above, the Calculation Agent will request four major New York City banks selected by the Calculation Agent to provide such banks’ offered quotations (expressed as percentages per annum) to leading European banks for loans in Eurodollars as of 11:00 a.m. (New York City time) on such Determination Date, and if at least two quotations are provided, LIBOR will be the arithmetic mean of such quotations, and

(d)   if fewer than two such quotations are provided as requested in clause (c) above, LIBOR will be LIBOR as in effect during the preceding Interest Payment Period.

“London Banking Day” means any day, other than a Saturday or Sunday, on which banks are open for business (including dealings in deposits in U.S. dollars) in London.

“Officers’ Certificate” means a certificate signed by the Chairman of the Board (if an executive officer), the President or any Vice President, and by the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the Secretary or an Assistant Secretary of the Company and delivered to the Trustee. Each such certificate shall include the statements provided for in Section 13.07 if and to the extent provided by the provisions of such Section.

“Opinion of Counsel” means an opinion signed by legal counsel experienced in the matters as to which such opinion is being delivered, who may be an employee of or counsel to the Company, or may be other counsel satisfactory to the Trustee. Each such opinion shall include the statements provided for in Section 13.07 if and to the extent required by the provisions of such Section.

The term “outstanding” (except as otherwise provided in Section 7.01), when used with reference to Surplus Notes, means, subject to the provisions of Section 7.04, as of any particular time, all Surplus Notes authenticated and delivered by the Trustee or the Authenticating Agent under this Indenture, except

(a)   Surplus Notes theretofore cancelled by the Trustee or the Authenticating Agent or delivered to the Trustee for cancellation;

(b)   Surplus Notes, or portions thereof, for the payment or redemption of which moneys in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other than the Company) or shall have been set aside and segregated in trust by the Company (if the Company shall act as its own paying agent); provided that, if such Surplus Notes, or portions thereof, are to be redeemed prior to maturity thereof, notice of such redemption shall have been given in accordance with Article XIV or provision satisfactory to the Trustee shall have been made for giving such notice; and

(c)   Surplus Notes paid pursuant to Section 2.08 or Surplus Notes in lieu of or in substitution for which other Surplus Notes shall have been authenticated and delivered pursuant to the terms of Section 2.08 unless proof satisfactory to the Company and the Trustee is presented that any such Surplus Notes are held by bona fide holders in due course.

“Payment Restriction” has the meaning set forth in Section 3.02.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Predecessor Surplus Note” of any particular Surplus Note means every previous Surplus Note evidencing all or a portion of the same debt and as that evidenced by such particular Surplus Note; and, for the purposes of this definition, any Surplus Note authenticated and delivered under Section 2.08 in lieu of a lost, destroyed or stolen Surplus Note shall be deemed to evidence the same debt as the lost, destroyed or stolen Surplus Note.

“Principal Office of the Trustee”, or other similar term, means the principal office of the Trustee at which, at any particular time, its corporate trust business is administered.

“Redemption Price” has the meaning set forth in Section 14.01.

“Regulatory Interest Limitation” means any cap or other limitation on the rate or amount of interest that may be paid on the Surplus Notes pursuant to Applicable Insurance Laws or any order or approval letter relating to the initial issuance by the Company of a Surplus Note hereunder.

“Resale Restriction Termination Date” means, with respect to any Surplus Note, the date which is the later of (i) two years (or such shorter period of time as permitted by Rule 144(k) under the Securities Act) after the later of (y) the date of original issuance of such Surplus Note and (z) the last date on which the Company or any Affiliate (as defined in Rule 405 under the Securities Act) of the Company was the holder of such Surplus Note (or any predecessor thereto) and (ii) such later date, if any, as may be required by any subsequent change in applicable law.

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

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

“Securityholder”, “Holder of Surplus Notes”, or other similar terms, means any person in whose name at the time a Surplus Note is registered in the Surplus Note Register.

“Senior Claim Holders” has the meaning set forth in Section 15.04.

“Senior Claims” means all existing or future claims (including, without limitation, policyholder claims and claimant and beneficiary claims) that, pursuant to the Insolvency Laws, are senior to and would be paid prior to the Surplus Notes in the event of rehabilitation, liquidation, conservation, dissolution, reorganization or supervision of the Company.

“Senior Indebtedness” means, with respect to the Company, (i) the principal, premium, if any, and interest in respect of (x) indebtedness of the Company for money borrowed and (y) indebtedness evidenced by securities, debentures, notes, bonds or other similar instruments issued by the Company, (ii) all capital lease obligations of the Company, (iii) all obligations of the Company issued or assumed as the deferred purchase price of property, all conditional sale obligations of the Company and all obligations of the Company under any title retention agreement, (iv) all obligations of the Company for the reimbursement of any letter of credit, any banker’s acceptance, any security purchase facility, any repurchase agreement or similar arrangement, any interest rate swap, any other hedging arrangement, any obligation under options or any similar credit or other transaction, (v) all obligations of the type referred to in clauses (i) through (iv) above of other Persons for the payment of which the Company is responsible or liable as obligor, guarantor or otherwise, and (vi) all obligations of the type referred to in clauses (i) through (v) above of other Persons secured by any lien on any property or asset of the Company (whether or not such obligation is assumed by the Company), whether incurred on or prior to the date of this Indenture or thereafter incurred, unless it is provided in the instrument creating or evidencing the same or pursuant to which the same is outstanding that such obligations are not superior or are pari passu in right of payment to the Surplus Notes.

“Stated Maturity” means the date on which the Surplus Notes mature and on which the principal shall be due and payable, together with all accrued and unpaid interest, if any, thereon, which date shall be November 2, 2035, unless accelerated to an earlier date as provided in Article XIV.

“Subsidiary” means with respect to any Person, (i) any corporation a majority of the outstanding Voting Securities of which are owned, directly or indirectly, by such Person or by one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries, (ii) any general partnership, joint venture or similar entity a majority of whose outstanding partnership or similar ownership interests shall at the time be owned by such Person, or by one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries and (iii) any limited partnership of which such Person or any of its Subsidiaries is a general partner.

“Surplus Note” or “Surplus Notes” shall have the meaning stated in the first recital of this Indenture and, more particularly, means the surplus notes authenticated and delivered under this Indenture.

“Surplus Note Register” shall have the meaning given to such term in Section 2.07.

“Tax Event” means that the Company shall have received an opinion of a nationally recognized independent tax counsel experienced in such matters to the effect that, as a result of (a) any amendment to, or change (including any announced prospective change) in, the laws or any regulations thereunder of the United States or any political subdivision or taxing authority thereof or therein, or (b) any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or which pronouncement or decision is announced on or after the date of the original issuance of the Surplus Notes, there is more than an insubstantial risk that, if the Company is organized and existing under the laws of the United States or any state thereof or the District of Columbia, interest payable by the Company on the Surplus Notes is not, or within 90 days of the date of such opinion will not be, deductible by the Company, in whole or in part, for United States federal income tax purposes.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended.

“Trustee” means the Person identified as "Trustee" in the first paragraph hereof, and, subject to the provisions of Article VI hereof, shall also include its successors and assigns as Trustee hereunder.

“Unpaid Interest” shall have the meaning set forth in Section 2.05.

“Voting Securities” mean shares, interests, participations or other equivalents in the equity (however designated) in such Person having ordinary voting power for the election of a majority of the directors (or their equivalent) of such Person, other than shares, interests, participations or other equivalents having such power only by reason of the occurrence of a contingency.

SECTION 2.01   Principal Amount; Maturity .

The Company may issue up to $10,000,000 aggregate principal amount of the Surplus Notes. The Surplus Notes shall mature on November 2, 2035; provided that the Company may redeem the Surplus Notes prior to their Stated Maturity in accordance with Article XIV.

SECTION 2.02   Form of Surplus Notes .

The Surplus Notes shall be substantially in the form of Exhibit A hereto. Definitive Surplus Notes shall be typed, printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Surplus Notes, as conclusively evidenced by their execution of such Surplus Notes. The Surplus Notes shall be issued in registered form only. Principal of, premium, if any, and interest on the Surplus Notes issued in registered form will be payable, the transfer of such Surplus Notes will be registrable and such Surplus Notes will be exchangeable for Surplus Notes bearing identical terms and provisions at the office or agency of the Trustee in Houston, Texas; provided, however, that payment of interest on an Interest Payment Date may be made at the option of the Company by check mailed to the Holder entitled thereto at such address as shall appear in the Surplus Note Register or by wire transfer to an account appropriately designated by the Holder entitled thereto, while payments due at Stated Maturity or earlier redemption will be made by the Company in same-day funds against presentation and surrender of the related Surplus Notes. Notwithstanding the foregoing, so long as the Holder of any Surplus Notes is CSFB, I-TRUPS or a trustee for I-TRUPS, the payment of the principal of, premium, if any, and interest on such Surplus Notes held by such Holder will be made by the Company in same-day funds at such place and to such account as may be designated by such Holder.

SECTION 2.03   Form of Trustee’s Certificate of Authentication .

The Trustee’s Certificate of Authentication on all Surplus Notes shall be in substantially the following form:

This is one of the Surplus Notes referred to in the within-mentioned Indenture.

JPMorgan Chase Bank, National Association

as Trustee

By:______________________________

Authorized Signatory

Dated:

SECTION 2.04   Authentication and Dating .

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Surplus Notes not in excess of $10,000,000 to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Surplus Notes to or upon the written order of the Company, signed by its Chairman of the Board of Directors (if an executive officer), President or one of its Vice Presidents and by its Treasurer, any Assistant Treasurer, Secretary or any Assistant Secretary, without any further action by the Company hereunder. In authenticating such Surplus Notes, and accepting the additional responsibilities under this Indenture in relation to such Surplus Notes, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, a copy of any Board Resolution or Resolutions relating thereto and, if applicable, an appropriate record of any action taken pursuant to such resolution, in each case certified by the Secretary or an Assistant Secretary of the Company.

SECTION 2.05   Date and Denomination of Surplus Notes .

The Surplus Notes shall be issuable in fully registered form without coupons and in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. The Surplus Notes shall be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plans as the officers of the Company executing the same may determine with the approval of the Trustee, as conclusively evidenced by the execution and authentication thereof.

Every Surplus Note shall be dated the date of its authentication and shall bear interest, if any, from such date. The interest installment on any Surplus Note that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name said Surplus Note (or one or more Predecessor Surplus Notes) is registered at the close of business on the regular record date for such interest installment. In the event that any Surplus Note or portion thereof is called for redemption and the redemption date (i) falls after an Interest Payment Date, then interest on such Surplus Note payable on such Interest Payment Date shall be paid to the Holder on the related regular record date or (ii) is subsequent to a regular record date with respect to any Interest Payment Date and prior to such Interest Payment Date, then interest on such Surplus Note payable on such redemption date shall be paid upon presentation and surrender of such Surplus Note as provided in Section 3.01.

Any Defaulted Interest and any installment of interest that is not paid when due as a result of a Payment Restriction (“Unpaid 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 Unpaid Interest shall be paid by the Company, at its election, as provided in clause (a) or clause (b) below:

(a)   The Company may make payment of any Unpaid Interest on Surplus Notes to the Persons in whose names such Surplus Notes (or their respective Predecessor Surplus Notes) are registered at the close of business on a special record date for the payment of such Unpaid Interest, which shall be fixed in the following manner: the Company shall notify the Trustee in writing of the amount of Unpaid Interest proposed to be paid on each such Surplus Note 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 Unpaid 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 Unpaid Interest as in this clause provided. Thereupon the Trustee shall fix a special record date for the payment of such Unpaid Interest which shall not be more than 15 nor less than 10 days 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 Unpaid Interest and the special record date therefor to be mailed, first class postage prepaid, to each Securityholder at his or her address as it appears in the Surplus Note Register, not less than 10 days prior to such special record date. Notice of the proposed payment of such Unpaid Interest and the special record date therefor having been mailed as aforesaid, such Unpaid Interest shall be paid to the Persons in whose names such Surplus Notes (or their respective Predecessor Surplus Notes) are registered on such special record date and shall be no longer payable pursuant to the following clause (b).

(b)   The Company may make payment of any Unpaid Interest on any Surplus Notes in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Surplus Notes 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.

The term “regular record date” means the fifteenth calendar day (whether or not a Business Day) preceding an Interest Payment Date.

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

Notwithstanding anything to the contrary set forth in this Indenture, any payment of interest on or principal and premium, if any, of the Surplus Notes may be made only subject to the Payment Restrictions. The Company covenants and agrees that it will (x) use its best efforts to obtain the approval of the Applicable Regulatory Authority to make payments of principal of or premium, if any, or interest on the Surplus Notes and (y) subject to the Payment Restrictions, duly and punctually pay or cause to be paid the principal of and premium, if any, and interest on such Surplus Notes at the place, at the respective times and in the manner provided in this Indenture and such Surplus Notes. To the extent that a payment of all or a portion of the principal of or premium, if any, or interest on a Surplus Note is prohibited by the Payment Restrictions, such prohibition shall not be considered to be a forgiveness of such payment, and interest shall continue to accrue on any such unpaid principal or premium, if any, at the rate provided in the Surplus Note, and promptly (and in no event later than thirty (30) days) after the removal of any such prohibition the Company shall make payment of all amounts (including unpaid interest) then past due and owing under the Surplus Note. FOR THE AVOIDANCE OF DOUBT, NO INTEREST SHALL ACCRUE OR BE PAYABLE ON ANY PAYMENT OF INTEREST THAT IS NOT MADE WHEN DUE AS A RESULT OF A PAYMENT RESTRICTION.

SECTION 2.06   Execution of Surplus Notes .

The Surplus Notes shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors (if an executive officer), President or one of its Vice Presidents and by the manual or facsimile signature of its Treasurer, one of its Assistant Treasurers, Secretary or one of its Assistant Secretaries, by facsimile or otherwise, and which need not be attested. Only such Surplus Notes as shall bear thereon a Certificate of Authentication substantially in the form hereinbefore recited, executed by the Trustee or the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Surplus Note executed by the Company shall be conclusive evidence that the Surplus Note so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture.

In case any officer of the Company who shall have signed any of the Surplus Notes shall cease to be such officer before the Surplus Notes so signed shall have been authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of by the Company, such Surplus Notes nevertheless may be authenticated and delivered or disposed of as though the person who signed such Surplus Notes had not ceased to be such officer of the Company; and any Surplus Note may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Surplus Note, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer.

SECTION 2.07   Exchange and Registration of Transfer of Surplus Notes .

Surplus Notes may be exchanged for a like aggregate principal amount of Surplus Notes of other authorized denominations. Surplus Notes to be exchanged may be surrendered at the Principal Office of the Trustee or at any office or agency to be maintained by the Company for such purpose as provided in Section 3.03, and the Company or the Trustee shall execute and register and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange therefor the Surplus Note or Surplus Notes which the Securityholder making the exchange shall be entitled to receive. Upon due presentment for registration of transfer of any Surplus Note at the Principal Office of the Trustee or at any office or agency of the Company maintained for such purpose as provided in Section 3.03, the Company or the Trustee shall execute and register and the Trustee or the Authenticating Agent shall authenticate and deliver in the name of the transferee or transferees a new Surplus Note or Surplus Notes for a like aggregate principal amount. Registration or registration of transfer of any Surplus Note by the Trustee or by any agent of the Company appointed pursuant to Section 3.03, and delivery of such Surplus Note, shall be deemed to complete the registration or registration of transfer of such Surplus Note.

The Company or the Trustee shall keep, at the designated corporate trust office of the Trustee, a register for the Surplus Notes issued hereunder (the “Surplus Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company or the Trustee shall register ownership and transfer of ownership of all Surplus Notes and shall register the transfer of all Surplus Notes as in this Article II provided. The Surplus Note Register shall be in written form or in any other form capable of being converted into written form within a reasonable time.

All Surplus Notes presented for registration of transfer or for exchange shall (if so required by the Company, the Trustee or the Authenticating Agent) be duly endorsed, or be accompanied, by a written instrument or instruments of transfer in form satisfactory to the Company and either the Trustee or the Authenticating Agent duly executed by, the Holder of such Surplus Note or his attorney duly authorized in writing.

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

Neither the Company nor the Trustee shall be required to exchange or register a transfer of (a) any Surplus Note for a period of 15 days immediately preceding the date of mailing of a notice of redemption of Surplus Notes, or (b) any Surplus Notes selected, called or being called for redemption in whole or in part, except in the case of any Surplus Notes to be redeemed in part, the portion thereof not to be so redeemed.

Notwithstanding the foregoing, Surplus Notes may not be transferred prior to the Resale Restriction Termination Date except in compliance with the legend set forth below, unless otherwise determined by the Company in accordance with applicable law, which legend shall be placed on each Surplus Note:

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

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN PRIOR TO THE DATE WHICH IS THE LATER OF (i) TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT) AFTER THE LATER OF (Y) THE DATE OF ORIGINAL ISSUANCE HEREOF AND (Z) THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE (AS DEFINED IN RULE 405 UNDER THE SECURITIES ACT) OF THE COMPANY WAS THE HOLDER OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION (OR ANY PREDECESSOR THERETO) AND (ii) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY ANY SUBSEQUENT CHANGE IN APPLICABLE LAW, ONLY (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, AS DEFINED IN RULE 144A, THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a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’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) ABOVE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.

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

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

THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN DENOMINATIONS OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY OR SUCH INTEREST OR PARTICIPATION, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN.

ALL PAYMENTS OF INTEREST ON AND REPAYMENT OF PRINCIPAL AND PREMIUM, IF ANY, OF THIS SURPLUS NOTE, TO THE EXTENT REQUIRED UNDER APPLICABLE LAW, MAY BE MADE ONLY WITH THE PRIOR APPROVAL OF THE APPLICABLE REGULATORY AUTHORITY (AS DEFINED IN THE INDENTURE). THERE ARE NO SPECIFIC LIMITATIONS ON THE EXTENT OF THE APPLICABLE REGULATORY AUTHORITY’S DISCRETION IN DETERMINING WHETHER THE FINANCIAL CONDITION OF THE COMPANY WARRANTS THE PAYMENT OF SUCH PAYMENTS.

SECTION 2.08   Mutilated, Destroyed, Lost or Stolen Surplus Notes .

In case any temporary or definitive Surplus Note shall become mutilated or be destroyed, lost or stolen, the Company shall execute, and upon its request the Trustee shall authenticate and deliver, a new Surplus Note bearing a number not contemporaneously outstanding, in exchange and substitution for the mutilated Surplus Note, or in lieu of and in substitution for the Surplus Note so destroyed, lost or stolen. In every case, the applicant for a substituted Surplus Note shall furnish to the Company and the Trustee such security or indemnity as may be reasonably required by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company and the Trustee evidence to their satisfaction of the destruction, loss or theft of such Surplus Note and of the ownership thereof.

The Trustee may authenticate any such substituted Surplus Note and deliver the same upon the written request or authorization of any officer of the Company. Upon the issuance of any substituted Surplus Note, 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 fees and expenses of the Trustee) connected therewith. In case any Surplus Note which has matured or is about to mature or has been called for redemption in full shall become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a substitute Surplus Note, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Surplus Note) if the applicant for such payment shall furnish to the Company and the Trustee such security or indemnity as may be reasonably required by them to save each of them harmless and, in case of destruction, loss or theft, evidence satisfactory to the Company and to the Trustee of the destruction, loss or theft of such Surplus Note and of the ownership thereof.

Every substituted Surplus Note issued pursuant to the provisions of this Section 2.08 by virtue of the fact that any such Surplus Note is destroyed, lost or stolen shall constitute an additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Surplus Note shall be found at any time, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Surplus Notes duly issued hereunder. All Surplus Notes shall be held and owned upon the express condition that, to the extent permitted by applicable law, the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Surplus Notes and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender.

SECTION 2.09   Temporary Surplus Notes .

Pending the preparation of definitive Surplus Notes, the Company may execute and the Trustee shall authenticate and deliver temporary Surplus Notes (typed, printed or lithographed). Temporary Surplus Notes shall be issuable in any authorized denomination, and substantially in the form of the definitive Surplus Notes but with such omissions, insertions and variations as may be appropriate for temporary Surplus Notes, all as may be determined by the Company. Every such temporary Surplus Note shall be executed by the Company and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Surplus Notes. Without unreasonable delay the Company will execute and deliver to the Trustee or the Authenticating Agent definitive Surplus Notes and thereupon any or all temporary Surplus Notes may be surrendered in exchange therefor, at the Principal Office of the Trustee or at any office or agency maintained by the Company for such purpose as provided in Section 3.03, and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange for such temporary Surplus Notes a like aggregate principal amount of such definitive Surplus Notes. Such exchange shall be made by the Company at its own expense and without any charge therefor except that in case of any such exchange involving a registration of transfer the Company may require payment of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto. Until so exchanged, the temporary Surplus Notes shall in all respects be entitled to the same benefits under this Indenture as definitive Surplus Notes authenticated and delivered hereunder.

SECTION 2.10   Cancellation of Surplus Notes Paid, etc .

All Surplus Notes surrendered for the purpose of payment, redemption, exchange or registration of transfer, shall, if surrendered to the Company or any paying agent, be surrendered to the Trustee and promptly cancelled by it, or, if surrendered to the Trustee or any Authenticating Agent, shall be promptly cancelled by it, and no Surplus Notes shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. All Surplus Notes cancelled by any Authenticating Agent shall be delivered to the Trustee. The Trustee shall dispose of cancelled Surplus Notes in accordance with its customary procedures. If the Company shall acquire any of the Surplus Notes, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Surplus Notes unless and until the same are surrendered to the Trustee for cancellation.

SECTION 2.11   Interest .

(a)   Each Surplus Note will bear interest at the then applicable Interest Rate for each Interest Payment Period until the principal thereof becomes due and payable, and on any overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on any Defaulted Interest at the then applicable Interest Rate, compounded quarterly, payable quarterly in arrears on February 2, May 2, August 2 and November 2 of each year, commencing on November 2 (each, an “Interest Payment Date”), to the Person in whose name such Surplus Note or any Predecessor Surplus Note is registered at the close of business on the relevant record date, which will be the fifteenth calendar day (whether or not a Business Day) preceding the relevant Interest Payment Date. FOR THE AVOIDANCE OF DOUBT, NO INTEREST SHALL ACCRUE OR BE PAYABLE ON ANY PAYMENT OF INTEREST THAT IS NOT MADE WHEN DUE AS A RESULT OF A PAYMENT RESTRICTION.

(b)   The amount of interest payable for any Interest Payment Period will be computed on the basis of a 360-day year and the actual number of days elapsed in such Interest Payment Period.

(c)   In the event that (i) any Interest Payment Date, (ii) the Stated Maturity date or (ii) earlier redemption date is not a Business Day, then payment of principal, premium, if any, and interest payable on such date will be paid on, and such Interest Payment Date will be moved to, the next succeeding Business Day, and additional interest will accrue for each day that such payment is delayed as a result thereof, except that, if such next Business Day is in the next succeeding calendar month, such payment shall be made on the preceding Business Day, in each case with the same force and effect as if made on the date such payment otherwise would have been payable.

(d)   All percentages resulting from any calculations on the Surplus Notes will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upward (e.g., 7.553455% (or .07553455) being rounded to 7.55346% (or .0755346)), and all dollar amounts used in or resulting from such calculation will be rounded to the nearest cent (with one-half cent being rounded upward).

(e)   On each Determination Date, the Calculation Agent will calculate, and will give notice in writing to the Company and the paying agent, of the applicable Interest Rate for the related Interest Payment Period and shall give such notice in writing to any Holder of Surplus Notes that so requests. Absent manifest error, the Calculation Agent’s determination of LIBOR and its calculation of the applicable Interest Rate for any Interest Payment Period will be final and binding. The Company shall, from time to time, provide any necessary information to the paying agent relating to any original issue discount and interest on the Surplus Notes that is included in any payment and reportable for taxable income calculation purposes.

SECTION 2.12   Regulatory Interest Limitations and Adjustments .

Notwithstanding any other provision contained herein, the Company shall not be required to make any payment of interest on the Surplus Notes for any Interest Payment Period that is in excess of the Regulatory Interest Limitation, if any, applicable to such Interest Payment Period. In calculating the Interest Rate for any Interest Payment Period, in the event that there is any Excess Interest as of such Interest Payment Period, the Interest Rate shall be increased, to the extent necessary, but subject to any Regulatory Interest Limitation applicable to such Interest Payment Period, such that the amount of interest payable for such Interest Payment Period is increased by the amount of Excess Interest. FOR THE AVOIDANCE OF DOUBT, NO INTEREST SHALL ACCRUE OR BE PAYABLE ON ANY PAYMENT OF INTEREST OR PORTION THEREOF THAT IS NOT MADE AS A RESULT OF A REGULATORY INTEREST LIMITATION.

(a)   In the event that a Regulatory Interest Limitation becomes applicable to an interest payment payable on an Interest Payment Date, or an adjustment is required to be made to the rate of interest payable on an Interest Payment Date as a result of Excess Interest, the Company shall provide the Holders and the Trustee with an Officers’ Certificate giving notice of such Regulatory Interest Limitation or adjustment to the rate of interest, as the case may be, as soon as practicable prior to such Interest Payment Date.

SECTION 2.13   CUSIP Number .

The Company in issuing the Surplus Notes may use a “CUSIP” number (if then generally in use), and, if so, the Trustee shall use such “CUSIP” number in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such number either as printed on the Surplus Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Surplus Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the “CUSIP” number.

SECTION 3.01   Payment of Principal, Premium, if any, and Interest .

(a)   Subject to Section 3.02, the Company covenants and agrees for the benefit of the Holders of the Surplus Notes that it will duly and punctually pay or cause to be paid the principal of, and premium, if any, and interest on, the Surplus Notes at the place, at the times and in the manner provided in the Surplus Notes. Each installment of interest on the Surplus Notes may be paid at the option of the Company by check mailed to the Holder entitled thereto at such address as shall appear in the Surplus Note Register or by wire transfer to an account appropriately designated by the Holders of Surplus Notes entitled thereto. Payments of principal of, and premium, if any, and interest on, the Surplus Notes due at Stated Maturity or earlier redemption shall be made by the Company in same-day funds against presentation and surrender of the Surplus Note. Notwithstanding the foregoing, so long as the Holder of a Surplus Note is CSFB, I-TRUPS or a trustee of I-TRUPS, the payment of the principal of, premium, if any, and interest on the Surplus Note will be made by the Company in same-day funds at such place and to such account as may be designated by such Holder.

(b)   In the event that the Company is prohibited from making any payment of principal and premium, if any, of and/or interest on the Surplus Notes because of a Payment Restriction, the Company shall, not later than three (3) Business Days prior to the applicable Interest Payment Date or redemption date, provide the Trustee with an Officer’s Certificate giving notice of such prohibition. Promptly (and in no event later than thirty (30) days) after the removal of any prohibition on the payment of all or a portion of the principal and premium, if any, of a Surplus Note or interest thereon as a result of a Payment Restriction, the Company shall (i) provide the Trustee with an Officer’s Certificate giving the Trustee notice of the removal of any such prohibition and (ii) make payment of all amounts then past due and owing under the Surplus Note (including any Unpaid Interest) that are no longer prohibited by a Payment Restriction. Upon receipt of any such Officer’s Certificate, the Trustee shall give notice to the Securityholders of the removal of any prohibition relating to the payment of the principal of and interest on the Surplus Notes; provided, however, that no interest shall accrue or be payable on any payment of interest that is not paid when due as a result of a Payment Restriction.

(c)   Subject to Section 3.02 or as provided for in Section 15.03, the obligation of the Company to pay the principal and premium, if any, of and interest on the Surplus Notes at the times, place and rate, and in the coin or currency, prescribed in this Indenture shall be absolute and unconditional. No provision of this Indenture or the Surplus Notes shall extinguish the Company’s liability for the payment of principal and interest.

(d)   If the Applicable Regulatory Authority approves a payment of principal and premium, if any, or interest in any amount that is less than the full amount of the principal and premium, if any, or interest, as applicable, then scheduled to be paid in respect of the Surplus Notes, payment of such partial amount shall be made pro rata among Securityholders based on the relative outstanding principal amount of Surplus Notes held by each Securityholder.

(e)   The Company will treat the Surplus Notes as indebtedness, and the interest payable in respect of such Surplus Notes as interest, for all U.S. federal income tax purposes. All payments in respect of such Surplus Notes will be made free and clear of U.S. withholding tax to any beneficial owner thereof that has provided an Internal Revenue Service Form W-8 BEN (or any substitute or successor form) establishing its non-U.S. status for U.S. federal income tax purposes.

(f)   Until such time as the Company shall receive the approval of the Applicable Regulatory Authority for a payment under the Surplus Notes, the obligation of the Company to make such payment shall not form a part of the Company’s legal liabilities and shall not be a basis of any set off. Until repaid, all statements published or filed with the Applicable Regulatory Authority by the Company shall show all outstanding principal amounts under the Surplus Notes in accordance with the Applicable Insurance Laws.

SECTION 3.02   Payment Restrictions .

Notwithstanding anything to the contrary set forth herein, if and to the extent required under Applicable Insurance Laws for the Company to be permitted to report in its statutory financial statements filed with the Applicable Regulatory Authority the outstanding amounts under the Surplus Notes as constituting part of the Company’s policyholders’ surplus, any payment of interest on and/or principal and premium, if any, of the Surplus Notes, may be made only from the Available Amount of the Company (a) with the prior approval of the Applicable Regulatory Authority or (b) to the extent that such payment is otherwise permitted under the Applicable Insurance Laws (the foregoing conditions are referred to herein as the “Payment Restrictions”).

SECTION 3.03   Offices for Notices and Payments, etc .

So long as any of the Surplus Notes remain outstanding, the Company will maintain in Houston, Texas or Blue Bell, Pennsylvania an office or agency where the Surplus Notes may be presented for payment, where the Surplus Notes may be presented for registration of transfer and for exchange as in this Indenture provided and where notices and demands to or upon the Company in respect of the Surplus Notes or this Indenture may be served. The Company will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Until otherwise designated from time to time by the Company in a notice to the Trustee, any such office or agency for all of the above purposes shall be the Principal Office of the Trustee. In case the Company shall fail to maintain any such office or agency in Houston, Texas or Blue Bell, Pennsylvania, or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the designated corporate trust office of the Trustee.

In addition to any such office or agency, the Company may from time to time designate one or more offices or agencies outside Houston, Texas or Blue Bell, Pennsylvania, where the Surplus Notes may be presented for registration of transfer and for exchange in the manner provided in this Indenture, and the Company may from time to time rescind such designation, as the Company may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain any such office or agency in Houston, Texas or Blue Bell, Pennsylvania, for the purposes above mentioned. The Company will give to the Trustee prompt written notice of any such designation or rescission thereof.

SECTION 3.04   Appointments to Fill Vacancies in Trustee’s Office .

The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 6.10, a Trustee, so that there shall at all times be a Trustee hereunder.

SECTION 3.05   Provisions as to Paying Agent .

(a)   If the Company shall appoint a paying agent other than the Trustee with respect to the Surplus Notes, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 3.05:

(1)   that it will hold all sums held by it as such agent for the payment of the principal of, and premium, if any, or interest, if any, on, the Surplus Notes (whether such sums have been paid to it by the Company or by any other obligor on the Surplus Notes) in trust for the benefit of the Holders of the Surplus Notes; and

(2)   that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Surplus Notes) to make any payment of the principal of, and premium, if any, or interest, if any, on, the Surplus Notes when the same shall be due and payable.

(b)   If the Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest, if any, on the Surplus Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Surplus Notes a sum sufficient to pay such principal, premium or interest so becoming due and will notify the Trustee of any failure to take such action and of any failure by the Company (or by any other obligor under the Surplus Notes) to make any payment of the principal of, and premium, if any, or interest, if any, on, the Surplus Notes when the same shall become due and payable.

(c)   Anything in this Section 3.05 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Surplus Notes hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any paying agent hereunder, as required by this Section 3.05, such sums to be held by the Trustee upon the trusts herein contained.

(d)   Anything in this Section 3.05 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.05 is subject to Sections 11.03 and 11.04.

(e)   The Company hereby appoints the Trustee as the initial paying agent for the Surplus Notes.

SECTION 3.06   Certificate to Trustee .

The Company will deliver to the Trustee, within 120 days after the end of each fiscal year, so long as Surplus Notes are outstanding hereunder, a certificate from the principal executive, financial or accounting officer of the Company stating that in the course of the performance by the signers of their duties as officers of the Company they would normally have knowledge of any default by the Company in the performance of any covenants contained herein, stating whether or not they have knowledge of any such default and, if so, specifying each such default of which the signers have knowledge and the nature thereof, all without regard to periods of grace or notice requirements.

SECTION 3.07   Compliance with Consolidation Provisions .

The Company will not, while any of the Surplus Notes remain outstanding, undergo a Conversion, consolidate with, or merge into, or merge into itself, or sell, convey, transfer or otherwise dispose of all or substantially all of its property to any other entity unless the provisions of Article X hereof are complied with.

SECTION 3.08   Limitations on Dividends; Etc .

If there shall have occurred a Default or an Event of Default, or if there is a failure to make a payment of principal, premium, if any, or interest as a result of a Payment Restriction, then the Company shall not (a) declare or pay any dividend on, make any distribution or other payment with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock or make any guarantee payment with respect thereto (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans, (ii) as a result of an exchange or conversion of one class or series of the Company’s capital stock for another class or series of the Company’s capital stock, (iii) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such Company capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any shareholders’ rights plan or the redemption or repurchase of rights pursuant thereto, or (v) any dividend or distribution in the form of capital stock where the rights of the capital stock being issued, or issuable pursuant to such rights, rank pari passu or junior to the capital stock as to which such dividend or distribution is paid), or (b) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company that rank pari passu with or junior to the Surplus Notes, in each case, other than as may be required under Applicable Insurance Laws.

SECTION 3.09   Notice of Default .

The Company shall file with the Trustee written notice of the occurrence of any Event of Default within 5 Business Days of its becoming aware of any such Event of Default.

SECTION 4.01   Securityholders’ Lists .

The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee:

(a)   on each regular record date for the Surplus Notes, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of the Surplus Notes as of such record date; and

(b)   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;

except that no such lists need be furnished so long as the Trustee is in possession thereof by reason of its acting as Surplus Note registrar for the Surplus Notes.

SECTION 4.02   Preservation and Disclosure of Lists .

(a)   The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the Holders of Surplus Notes (1) contained in the most recent list furnished to it as provided in Section 4.01 or (2) received by it in the capacity of Surplus Notes registrar (if so acting) hereunder. The Trustee may destroy any list furnished to it as provided in Section 4.01 upon receipt of a new list so furnished.

(b)   In case three or more Holders of Surplus Notes (hereinafter referred to as “applicants”) apply in writing to the Trustee and furnish to the Trustee reasonable proof that each such applicant has owned a Surplus Note for a period of at least 6 months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Surplus Notes with respect to their rights under this Indenture or under such Surplus Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Trustee shall within 5 Business Days after the receipt of such application, at its election, either:

(1)   afford such applicants access to the information preserved at the time by the Trustee in accordance with the provisions of subsection (a) of this Section 4.02; or

(2)   inform such applicants as to the approximate number of Holders of Surplus Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Trustee in accordance with the provisions of subsection (a) of this Section 4.02, and as to the approximate cost of mailing to such Securityholders the form of proxy or other communication, if any, specified in such application.

If the Trustee shall elect not to afford such applicants access to such information, the Trustee shall, upon the written request of such applicants, mail to each Securityholder whose name and address appear in the information preserved at the time by the Trustee in accordance with the provisions of subsection (a) of this Section 4.02 a copy of the form of proxy or other communication which is specified in such request with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless within 5 days after such tender, the Trustee shall mail to such applicants (and file with the Commission, if permitted or required under applicable law, together with a copy of the material to be mailed) a written statement to the effect that, in the opinion of the Trustee, such mailing would be contrary to the best interests of the Holders of Surplus Notes or would be in violation of applicable law. Such written statement shall specify the basis of such opinion. If the Commission, if permitted or required under applicable law, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Trustee shall mail copies of such material to all such Securityholders with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Trustee shall be relieved of any obligation or duty to such applicants respecting their application.

(c)   Each and every Holder of Surplus Notes, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any paying agent shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Surplus Notes in accordance with the provisions of subsection (b) of this Section 4.02, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under said subsection (b).

SECTION 4.03   Reports by Company .

(a)   If and for so long as CSFB, I-TRUPS or a trustee of I-TRUPS is the Holder of the Surplus Notes, the Company covenants and agrees to file with such Holder and the Trustee, (i) not later than 45 days after the end of each quarterly calendar period ending after the date of this Indenture, (A) unaudited statutory financial statements of the Company (including balance sheet and income statement) covering such period, as filed with the Applicable Regulatory Authority and (B) an Officer’s Certificate of the Company to the effect specified in Exhibit B hereto; (ii) not later than 60 days after the end of each calendar year, the unaudited statutory Annual Statement of the Company (including balance sheet and income statement) covering such fiscal year, as filed with the Applicable Regulatory Authority; (iii) upon the date of the filing with the Applicable Regulatory Authority of the report of the independent accountants with respect to the Company's audited financial statements for each calendar year, but in no event later than June 1 following the end of such calendar year, (A) audited financial statements of the Company (including balance sheet and income statement) covering such period and the corresponding report of the independent accountants and (B) an Officer’s Certificate of the Company detailing any material differences between the unaudited statutory Annual Statements for such calendar year delivered pursuant to clause (ii) above and the audited financial statements delivered pursuant to this clause; (iv) not later than 30 days after the end of the calendar year of the Company, Form 1099 or such other annual U.S. federal income tax information statement required by the Internal Revenue Code of 1986, as amended (the “Code”), containing such information with regard to the Surplus Notes as is required by the Code and the income tax regulations of the U.S. Treasury thereunder; and (v) each report on Form 10-K and Form 10-Q prepared by the Company and filed with the Commission, if any, in accordance with the Exchange Act within 5 Business Days after the filing thereof.

(b)   If at any time none of CSFB, I-TRUPS or a trustee of I-TRUPS remains a holder of the Surplus Notes, the Company shall deliver to each Holder (i) not later than 30 days after the end of the calendar year of the Company, Form 1099 or such other annual U.S. federal income tax information statement required