DESCRIPTION OF DEBT SECURITIES
Senior Debt Indenture and Subordinated Debt Indenture
We
may issue our debt securities, consisting of notes, debentures or other indebtedness, from time to time in one or more series. We will issue any senior debt securities pursuant to the Senior Debt Indenture, dated as of May 21, 2009 between the
Parent Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (the Senior Debt Indenture). We will issue any subordinated debt securities pursuant to the Subordinated Indenture, dated as of September 26,
2012 entered into between the Parent Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (the Subordinated Debt Indenture). The Senior Debt Indenture and the Subordinated Debt Indenture are incorporated by
reference as exhibits to the registration statement of which this prospectus forms a part.
The Senior Debt Indenture and the Subordinated Debt Indenture
are substantially similar except that (1) the Subordinated Debt Indenture, unlike the Senior Debt Indenture, provides for debt securities that are specifically made junior in right of payment to other specified indebtedness of the Parent
Company and (2) the Senior Debt Indenture, unlike the Subordinated Debt Indenture, restricts the ability of the Parent Company to use the shares of its restricted subsidiaries to secure any indebtedness, unless an equal and ratable security
interest in these subsidiary shares is granted to the holders of the senior debt securities. Neither the Senior Debt Indenture nor the Subordinated Debt Indenture limits the aggregate principal amount of indebtedness that we may issue from time to
time.
The following description provides a general summary of the material terms and conditions of the Senior Debt Indenture, the Subordinated Debt
Indenture and the debt securities to be issued pursuant to these indentures.
The following discussion is only a summary. The indentures may contain
language that expands upon or limits the statements made in this prospectus. Accordingly, we strongly encourage you to refer to the indentures, as well as any applicable prospectus supplements for any debt securities offered, for a complete
understanding of the terms and conditions applicable to the indentures and the debt securities.
Senior and Subordinated Debt Securities
The debt securities will be our unsecured senior or subordinated obligations. The term senior is generally used to describe debt obligations that
entitle the holders to receive payment of principal and interest upon the happening of certain events prior to the holders of subordinated debt. Events that can trigger the right of holders of senior indebtedness to receive payment of
principal and interest prior to payments to the holders of subordinated indebtedness include insolvency, bankruptcy, liquidation, dissolution, receivership, reorganization or an event of default under the Senior Debt Indenture.
We may issue the senior debt securities, pursuant to the Senior Debt Indenture, in one or more series. All series of senior debt securities issued under the
Senior Debt Indenture will be equal in ranking. The senior debt securities also will rank equally with all our other unsecured indebtedness, other than unsecured indebtedness expressly designated by the holders thereof to be subordinate to our
senior debt securities.
The senior indebtedness issued pursuant to the Senior Debt Indenture will rank junior and be subordinate to any indebtedness of
our subsidiaries. In the event of an insolvency, bankruptcy, liquidation, dissolution, receivership, reorganization or similar event involving a subsidiary, the assets of that subsidiary would be used to satisfy claims of policyholders and creditors
of the subsidiary rather than our creditors. As a result of the application of the subsidiarys assets to satisfy claims of policyholders and creditors, the value of the stock of the subsidiary would be diminished and perhaps rendered
worthless. Any such diminution in the value of the shares of our subsidiaries would adversely impact our financial condition and possibly impair our ability to meet our obligations on the debt securities. In addition, any liquidation of the assets
of the Parent Companys subsidiaries
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