Security Capital Assurance Ltd Extract of the Minutes of a Meeting of a Subcommittee of the Finance and Risk Oversight Committee held on March 29, 2007; which Subcommittee has been established pursuant to meetings of the Board of Directors held on February 27, 2007 and the meetings of the Finance and Risk Oversight Committee held on March 23, 2007.

During the Series A Fixed Rate Period (as defined below), Series A Holders will be entitled to receive, when, as and if declared by the Board of Directors, cash dividends at a fixed annual rate equal to 6.88% of the either US$25 or US$1,000 liquidation preference per share on March 31 and September 30. During the Series A Floating Rate Period (as defined below), Series A Holders will be entitled to receive, when, as and if declared by the Board of Directors, cash dividends at a floating annual rate equal to Three-Month LIBOR for the applicable Series A Dividend Period, plus 2.715% on the liquidation preference of either US$25 or US$1,000 per share.

As long as any Series A Preference Shares are outstanding, no dividends or other distributions may be declared or paid or set apart for payment on any class or series of Series A Parity Shares for any period unless either (1) full dividends have been, or contemporaneously are, declared and paid or declared and a sum sufficient for the payment thereof set apart for such payments on the Series A Preference Shares for the then-current Series A Dividend Period or (2) all dividends declared upon the Series A Preference Shares and any Series A Parity Shares are declared pro rata so that the amount of dividends declared per share on the Series A Preference Shares and any Series A Parity Shares will in all cases bear to each other the same ratio that accrued but unpaid dividends per share on the Series A Preference Shares (with respect to the then-current Series A Dividend Period) and such Series A Parity Shares bear to each other.

As long as any Series A Preference Shares are outstanding (1) no dividends (other than those paid in Common Shares or other shares ranking junior in right of payment to the Series A Preference Shares as to dividends and the distribution of assets upon any liquidation, dissolution or winding up of the Company (together with the Common Shares, “Series A Fully Junior Shares”)), may be declared or paid or set apart for payment upon any Series A Junior Shares, (2) no other distri-

Subject to paragraphs (ii) and (iii) below, and unless required by law or court order, the Series A Holders shall not be entitled to receive notice of nor to attend nor to vote at any general meeting of the Company.

The Series A Holders shall be entitled to one vote for each Series A Preference Share held at any separate general meeting of that class or series (i.e., Preference Shares or Series A Preference Shares, respectively), subject to the provisions of Article 43 of the Bye-laws. At every separate meeting of Series A Holders, the necessary quorum shall be any one or more persons present in person or by proxy holding more than 50% of the issued shares of that class. Notwithstanding the foregoing and subject to the applicable provisions of the Memorandum of Association, the Bye-laws and the Law, Series A Holders are not entitled to vote on any sale of all or substantially all of the assets of the Company, or the issuance of any shares that rank pari passu with, or senior or junior to, the Series A Preference Shares as to the payment of dividends and the distribution of assets upon the liquidation, dissolution or winding up of the Company.

If at any time dividends payable on the Series A Preference Shares shall not have been paid (whether or not such dividends shall have been declared) in an aggregate amount equivalent to dividends for six or more full quarterly periods, which, during the Series A Fixed Rate Period, shall mean three or more Series A Dividend Periods and, during the Series A Floating Rate Period, shall mean six or more Series A Dividend Periods (in each case, whether or not consecutive), then during such period until all such dividends shall have been paid in full, and only during such period (the “Series A Voting Period”), the Series A Holders voting together with any other series or classes of Preference Shares also in not having been paid and having such right shall be entitled by ordinary resolution at a separate meeting of such holders to elect two persons and nominate such elected persons for appointment by the Board of Directors as additional Directors of the Company. In no event shall there be more than two Directors elected by the holders of the Series A Preference Shares (whether voting alone as a series or class or

Any Director who shall have been elected pursuant to Section 3.4 below may be removed at any time during a Series A Voting Period, either for or without cause, by, and only by, ordinary resolution of the holders of the outstanding Preference Shares of the relevant class or series at a special separate general meeting of such holders called for that purpose. Any vacancy thereby created may be filled during such Series A Voting Period by ordinary resolution of the holders of Preference Shares of all relevant series at such a meeting. Any Director elected by holders of Preference Shares pursuant to this provision, or by any Director so elected as herein contemplated, who dies, resigns or otherwise ceases to be a Director during a Series A Voting Period shall, except as otherwise provided in the preceding sentence, be replaced by the remaining Director theretofore elected by the holders of Preference Shares nominating a replacement for appointment by the Board of Directors; provided that, if no remaining additional Director is then in office, additional Directors will be elected in accordance with the procedures described above. At the end of the Series A Voting Period, the holders of Preference Shares of all the relevant series shall be automatically divested of all voting powers vested in them by the provision, but subject always to subsequent vesting of such voting power in the holders of Preference Shares in the event of any similar cumulated arrearage in payment of quarterly dividends occurring thereafter. The term of all Directors elected and appointed pursuant to this provision shall in all events expire at the end of the applicable Series A Voting Period and if the size of the Board of Directors was increased for the purpose of the additional Directors, the number of Directors constituting the Board of Directors shall be reduced accordingly. The provisions of the Bye-laws relating to general meetings and voting shall apply, mutatis mutandis, to every such separate meeting, except that the necessary quorum shall be any one or more persons present in person or by proxy holding more than fifty percent (50%) of the issued Preference Shares of the relevant series.

General. Subject to Section 3.3(j) and paragraphs (ii), (iii), (iv) and (v) below, the Series A Preference Shares shall not be redeemable by the Company prior to

Redemption upon the Submission of Certain Shareholder Proposals. At any time prior to September 30, 2017, provided that at such time some or all of the Series A Preference Shares are outstanding, if the Company shall have (i) submitted to holders of Common Shares a proposal for an amalgamation, consolidation, merger, arrangement, reconstruction, reincorporation, deregistration or any other similar transaction involving the Company that requires or (ii) submitted any proposal for any other matter that, as a result of any change in Bermuda law after the date of the final Offering Memorandum relating to the issuance and sale of the Series A Preference Shares (whether by enactment or official interpretation) requires, in each case, a vote of Series A Holders voting separately as a single class (alone or with one or more class or series of preference shares), the Company shall be entitled, upon not less than thirty (30) days’ nor more than sixty (60) days’ prior written notice to the Series A Holders, in such form and given in such manner as the Directors shall from time to time determine and in accordance with paragraph (e) below, to redeem all of the outstanding Series A Preference Shares pursuant to this paragraph for cash at a redemption price equal to the Make Whole Amount for the Series A Preference Shares described in clause (vi) below, plus any declared and unpaid dividends with respect to the then-current Series A Dividend Period to the date of redemption, without interest on such declared and unpaid dividends and without accumulation of dividends for any prior Series A Dividend Period to the extent not declared and payable in respect of such Series A Dividend Period.

Redemption on Tax Event. If (a) there is a “change in tax law” that would require the Company or any successor company to pay any additional amounts with respect to any then issued and outstanding Series A Preference Shares and (b) the payment of those additional amounts cannot be avoided by the use of any reasonable measures available to the Company or any successor company, the Company shall be entitled at any time thereafter, upon not less than thirty (30) days’ nor more than sixty (60) days’ prior written notice to the Series A Holders, in such form and given in such manner as the Directors shall from time to time determine and in accordance with paragraph (e) below, to redeem, in whole but not in part, the Series A Preference Shares pursuant to this paragraph for cash at a redemption

Tax Event on Consolidation. If the entity formed by a consolidation, merger or amalgamation involving the Company or the entity to which the Company conveys, transfers or leases substantially all of its properties and assets would be required to pay additional amounts in respect of any tax, assessment or governmental charge imposed on any Series A Holder as a result of a change in tax law that occurred after the date of the consolidation, merger, amalgamation, conveyance, transfer or lease, and the payment of those amounts cannot be avoided by the use of any reasonable measures available to the Company or any successor company, the Company shall be entitled to at any time thereafter, upon not less than thirty (30) days’ nor more than sixty (60) days’ prior written notice to the Series A Holders, in such form and given in such manner as the Directors shall from time to time determine and in accordance with paragraph (e) below, to redeem, in whole but not in part, the Series A Preference Shares outstanding at such time, if any, pursuant to this paragraph for cash at a redemption price equal to the Make Whole Amount for the Series A Preference Shares described in clause (vi) below, plus any declared and unpaid dividends with respect to the then-current Series A Dividend Period to the date of redemption, without interest on such declared and unpaid dividends and without accumulation of dividends for any prior Series A Dividend Period to the extent not declared and payable in respect of such Series A Dividend Period.

Redemption upon the Occurrence of a Rating Agency Event. At any time prior to September 30, 2017, provided that at such time some or all of the Series

Make Whole Amount. With respect to the Series A Preference Shares, the “Make Whole Amount” will be in US dollars and will be equal to the greater of (i) the aggregate liquidation preference of the Series A Preference Shares to be redeemed and (ii) the sum of the present values of the aggregate liquidation preference of the Series A Preference Shares to be redeemed and the remaining scheduled payments of dividends on the Series A Preference Shares to be redeemed up to but excluding September 30, 2017 discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the Treasury Rate (as defined below) plus 50 basis points.

resides in or is a citizen of the jurisdiction, political subdivision or taxing authority imposing the taxes, assessments or other governmental charges that would otherwise trigger the Company’s obligation to pay additional amounts; or

is a fiduciary, partnership, limited liability company or other pass-through entity if, and to the extent that, the payment of additional amounts would be required by a jurisdiction, political subdivision or taxing authority described in paragraph 3.3(d)(iii) of these Resolutions to be included in the income for tax purposes of a beneficiary or settlor with respect to that fiduciary or a member of that partnership, limited liability company or other pass-through entity who would not have

any tax, assessment or other governmental charge that would not have been imposed but for the existence of any present or former connection between the Series A Holder and the taxing jurisdiction or political subdivision, or any Series A Preference Share presented for payment more than thirty (30) days after the relevant date, which means, in respect of any payment, the date on which such payment first becomes due and payable, but if the full amount of the moneys payable has not been received by the depositary on or prior to such due date, it means the first date on which the full amount of such moneys having been so received and being available for payments to Series A Holders, and notice to that effect shall have been duly given to the Series A Holders;

any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge;

any tax, assessment or other governmental charge that is payable other than by withholding or deduction from payment of the liquidation preference of or any dividends on the Series A Preference Shares;

any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Series A Holder or the beneficial owner of the Series A Preference Shares to promptly comply with a request by the Company to (a) provide information, documents, certifications or other evidence concerning the nationality, residence or identity of the Series A Holder or beneficial owner of such Series A Preference Shares or (b) make and deliver any declaration or other similar claim, other than a claim for refund of a tax, assessment or other governmental charge withheld by the Company, or satisfy any information or reporting requirements, which, in the case of clause (a) or (b) of this subparagraph, is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of that tax, assessment or other governmental charge; or

any combination of the items identified by the subparagraphs above.

Definitions. The following terms shall have the meanings set forth below for purposes of this Section 3.5.

Depositary; Registrar and Paying Agent.

Transfer and Exchange.

Transfer and Exchange of Global Preference Shares. Except as otherwise set forth in this Section, a Global Preference Share may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Preference Share may not be exchanged for a Definitive Preference Share unless (i) the Depositary (x) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Preference Share or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days or (ii) there shall have occurred and be continuing an Event of Default with respect to the Preference Shares. Upon the occurrence of any of the preceding events in (i) or (ii) above, Definitive Preference Shares delivered in exchange for any Global Preference Share or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Preference Shares also may be exchanged or replaced, in whole or in part, as provided herein. Every Preference Share authenticated and delivered in exchange for, or in lieu of, a Global Preference Share or any portion thereof, shall be authenticated and delivered in the form of, and shall be, a Global Preference Share, except for Definitive Preference Shares issued subsequent to any of the preceding events in (i) or (ii) above. A Global Preference Share may not be exchanged for another Preference Share other than as provided in this Section; provided, however, beneficial interests in a Global Preference Share may be transferred and exchanged as provided in these Resolutions.

Transfer and Exchange of Beneficial Interests in the Global Preference Shares. The transfer and exchange of beneficial interests in the Global Preference Shares shall be effected through the Depositary, in accordance with the provisions of these Resolutions. Beneficial interests in the Restricted Global Preference Shares shall be subject to restrictions on transfer comparable to those set forth herein to

Transfer of Beneficial Interests in the Same Global Preference Share. Beneficial interests in any Restricted Global Preference Share may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Preference Share in accordance with the transfer restrictions set forth in the Private Placement Legend. Beneficial interests in any Unrestricted Global Preference Share may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Preference Share. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers set forth in this Section.

All Other Transfers and Exchanges of Beneficial Interests in Global Preference Shares. In connection with all transfers and exchanges of beneficial interests under the caption “Transfer and Exchange” hereof, the transferor of such beneficial interest must deliver to the Company either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Preference Share in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Preference Share in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Preference Share shall be registered to effect the transfer or exchange referred to in (1) above. Upon consummation of an Exchange Offer by the Company in accordance with the Registration Rights Agreement, the requirements of this Section shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Preference Shares. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Preference Shares contained in these Resolutions and the Preference Shares or otherwise applicable under the Securities Act, the Transfer Agent shall adjust the aggregate number of the relevant Global Preference Share(s).

Transfer of Beneficial Interests to Another Restricted Global Preference Share. A beneficial interest in any Restricted Global Preference Share may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Preference Share if the transfer complies with the requirements hereof and receives the following:

if the transferee will take delivery in the form of a beneficial interest in the 144A Global Preference Share, then the transferor must deliver a certificate in the form of Exhibit A hereto, including the certifications in item (1) thereof;, or

if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Preference Share, then the transferor must deliver a certificate in the form of Exhibit A hereto, including the certifications in item (2) thereof.

Transfer and Exchange of Beneficial Interests in a Restricted Global Preference Share for Beneficial Interests in an Unrestricted Global Preference Share. A beneficial interest in any Restricted Global Preference Share may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Preference Share or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Preference Share if the exchange or transfer complies with the requirements hereof and:

such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Preference Shares or (3) a Person who is an affiliate (as defined in Rule 144) of the Company;

such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

the Company receives the following:

Transfer or Exchange of Beneficial Interests for Definitive Preference Shares.

Beneficial Interests in Restricted Global Preference Shares to Restricted Definitive Preference Shares. If any holder of a beneficial interest in a Restricted Global Preference Share proposes to exchange such beneficial interest for a Restricted Definitive Preference Share or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Preference Share, then, upon the occurrence of any of the events hereof and receipt by the Company of the following documentation:

if the holder of such beneficial interest in a Restricted Global Preference Share proposes to exchange such beneficial interest for a Restricted Definitive Preference Share, a certificate from such

if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit A hereto, including the certifications in item (1) thereof;

if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit A hereto, including the certifications in item (2) thereof;

if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit A hereto, including the certifications in item (3)(a) thereof;

if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate substantially in the form of Exhibit A hereto, including the certifications in item (3)(b) thereof; or

if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit A hereto, including the certifications in item (3)(c) thereof,

Beneficial Interests in Restricted Global Preference Shares to Unrestricted Definitive Preference Shares. A holder of a beneficial interest in a Restricted Global Preference Share may exchange such beneficial interest for

such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Preference Shares or (3) a Person who is an affiliate (as defined in Rule 144) of the Company;

such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

the Company receives the following:

Beneficial Interests in Unrestricted Global Preference Shares to Unrestricted Definitive Preference Shares. If any holder of a beneficial interest

Transfer and Exchange of Definitive Preference Shares for Beneficial Interests.

Restricted Definitive Preference Shares to Beneficial Interests in Restricted Global Preference Shares. If any Holder of a Restricted Definitive Preference Share proposes to exchange such Preference Share for a beneficial interest in a Restricted Global Preference Share or to transfer such Restricted Definitive Preference Share to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Preference Share, then, upon receipt by the Company of the following documentation:

if the Holder of such Restricted Definitive Preference Share proposes to exchange such Preference Share for a beneficial interest in a Restricted Global Preference Share, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (2)(b) thereof;

if such Restricted Definitive Preference Share is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit A hereto, including the certifications in item (1) thereof;

if such Restricted Definitive Preference Share is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit A hereto, including the certifications in item (2) thereof;

if such Restricted Definitive Preference Share is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit A hereto, including the certifications in item (3)(a) thereof;

if such Restricted Definitive Preference Share is being transferred to the Company or any of its subsidiaries, a certificate substantially in the form of Exhibit A hereto, including the certifications in item (3)(b) thereof; or

if such Restricted Definitive Preference Share is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit A hereto, including the certifications in item (3)(c) thereof,

Restricted Definitive Preference Shares to Beneficial Interests in Unrestricted Global Preference Shares. A Holder of a Restricted Definitive Preference Share may exchange such Preference Share for a beneficial interest in an Unrestricted Global Preference Share or transfer such Restricted Definitive Preference Share to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Preference Share only if:

such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Preference Shares or (3) a Person who is an affiliate (as defined in Rule 144) of the Company;

such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

the Company receives the following:

Unrestricted Definitive Preference Shares to Beneficial Interests in Unrestricted Global Preference Shares. A Holder of an Unrestricted Definitive Preference Share may exchange such Preference Share for a beneficial interest in an Unrestricted Global Preference Share or transfer such Definitive Preference Shares to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Preference Share at any time. Upon receipt of a request for such an exchange or transfer, the Transfer Agent shall cancel the applicable Unrestricted Definitive Preference Share and increase or cause to be increased the aggregate number of one of the Unrestricted Global Preference Shares.

Transfer and Exchange of Definitive Preference Shares for Definitive Preference Shares. Upon request by a Holder of Definitive Preference Shares and such Holder's compliance with the provisions of this Section, the Registrar shall register the transfer or exchange of Definitive Preference Shares. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Preference Shares duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section:

Restricted Definitive Preference Shares to Restricted Definitive Preference Shares. Any Restricted Definitive Preference Share may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Preference Share if the Company receives the following:

if the transfer will be made pursuant to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit A hereto, including the certifications in item (1) thereof;

if the transfer will be made pursuant to Rule 903 or Rule 904 then the transferor must deliver a certificate in the form of Exhibit A hereto, including the certifications in item (2) thereof; or

if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit A hereto, including the certifications required by item (3) thereof, if applicable.

Restricted Definitive Preference Shares to Unrestricted Definitive Preference Shares. Any Restricted Definitive Preference Share may be exchanged by the Holder thereof for an Unrestricted Definitive Preference Share or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Preference Share if:

such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is

any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

the Company receives the following:

Unrestricted Definitive Preference Shares to Unrestricted Definitive Preference Shares. A Holder of Unrestricted Definitive Preference Shares may transfer such Preference Shares to a Person who takes delivery thereof in the form of an Unrestricted Definitive Preference Share. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Preference Shares pursuant to the instructions from the Holder thereof.

Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company shall issue and, upon receipt of an Authentication Order, the Transfer Agent shall authenticate (i) one or more Unrestricted Global Preference Shares in an aggregate number of Preference Shares equal to the number of the beneficial interests in the Restricted Global

Legends. The following legends shall appear on the face of all Global Preference Shares and Definitive Preference Shares issued under these Resolutions unless specifically stated otherwise in the applicable provisions of these Resolutions:

Private Placement Legend.

Except as permitted by subparagraph (2) below, each Global Preference Share and each Definitive Preference Share (and all Preference Shares issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

Notwithstanding the foregoing, any Global Preference Share or Definitive Preference Share issued pursuant to subparagraph (ii)(D), (iii)(C), (iii)(D), (iv)(B), (iv)(C), (v)(B), (v)(C) or (vi) under the section captioned “Transfer and Exchange” hereof (and all Preference Shares issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

Global Preference Share Legend. Each Global Preference Share shall bear a legend in substantially the following form:

Cancellation and/or Adjustment of Global Preference Shares. At such time as all beneficial interests in a particular Global Preference Share have been exchanged for Definitive Preference Shares or a particular Global Preference Share has been redeemed, repurchased or canceled in whole and not in part, each such Global Preference Share shall be returned to or retained and canceled by the Transfer Agent. At any time prior to such cancellation, if any beneficial interest in a Global Preference Share is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Preference Share or for Definitive Preference Shares, the number of Preference Shares represented by such Global Preference Share shall be reduced accordingly and an endorsement shall be made on such Global Preference Share by the Transfer Agent or by the Depositary at the direction of the Transfer Agent to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Preference Share, such other Global Preference Share shall be increased accordingly and an endorsement shall be made on such Global Preference Share by the Transfer Agent or by the Depositary at the direction of the Transfer Agent to reflect such increase.

(i)

[ ] 144A Global Preference Share ([CUSIP [         ]/ISIN [         ] or

(ii)

[ ] Regulation S Global Preference Share ([CUSIP [         ]/ISIN [         ] or [CUSIP [         ]/ISIN [         ])

(i)

[ ] 144A Global Preference Share ([CUSIP [         ]/ISIN [         ] or [CUSIP [         ]/ISIN [         ]), or

(ii)

[ ] Regulation S Global Preference Share ([CUSIP [         ] 0/ISIN [         ] or [CUSIP [         ]/ISIN [         ]) or

(iii)

[ ] Unrestricted Global Preference Share ([CUSIP [         ]/ISIN [         ] or [CUSIP [         ]/ISIN [         ]

(c)

[ ] an Unrestricted Definitive Preference Share, in accordance with the terms of the Resolutions.