Exhibit 4.3


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                                 XL CAPITAL LTD


                                       to


                         U.S. Bank National Association,

                                     Trustee


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


                                    INDENTURE


                          Dated as of January 23, 2003


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



                          Subordinated Debt Securities


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<PAGE>


                  Reconciliation and tie between Trust Indenture Act of 1939 and
Indenture, dated as of January 23, 2003.

Trust Indenture
  Act Section                                                  Indenture Section
---------------                                                -----------------
ss. 310(a) .................................................   609
       (b)..................................................   608, 610
       (c)..................................................   Not Applicable
ss. 311(a) .................................................   613
       (b)..................................................   613
       (c)..................................................   Not Applicable
ss. 312(a) .................................................   701, 702(a)
       (b)..................................................   702(b)
       (c)..................................................   702(c)
ss. 313(a) .................................................   703(a)
       (b)..................................................   703(b)
       (c)..................................................   703(b)
       (d)..................................................   703(c)
ss. 314(a) .................................................   704
       (b)..................................................   Not Applicable
       (c)..................................................   102
       (d)..................................................   Not Applicable
       (e)..................................................   102
       (f)..................................................   Not Applicable
ss. 315(a) .................................................   601
       (b)..................................................   602, 703(b)
       (c)..................................................   601(b)
       (d)..................................................   601(c)
       (e)..................................................   514
ss. 316(a)(1)...............................................   512, 513
       (b)..................................................   508
       (c)..................................................   104(d)
ss. 317(a)(1)...............................................   503
       (a)(2)...............................................   504
       (b)..................................................   1003
ss. 318(a) .................................................   107

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


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                                TABLE OF CONTENTS


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                                                                            ----
                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. Definitions.......................................................1
SECTION 102. Compliance Certificates and Opinions..............................9
SECTION 103. Form of Documents Delivered to Trustee...........................10
SECTION 104. Acts of Holders..................................................10
SECTION 105. Notices, Etc., to Trustee and Company............................11
SECTION 106. Notice to Holders; Waiver........................................12
SECTION 107. Conflict with Trust Indenture Act................................12
SECTION 108. Effect of Headings and Table of Contents.........................13
SECTION 109. Successors and Assigns...........................................13
SECTION 110. Separability Clause..............................................13
SECTION 111. Benefits of Indenture............................................13
SECTION 112. Governing Law....................................................13
SECTION 113. Legal Holidays...................................................13
SECTION 114. References to Currency...........................................13

                                   ARTICLE TWO

                                 SECURITY FORMS

SECTION 201. Forms Generally..................................................14
SECTION 202. Form of Trustee's Certificate of Authentication..................14
SECTION 203. Securities Issuable in the Form of a Global Security.............15

                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series.............................17
SECTION 302. Denominations....................................................20
SECTION 303. Execution, Authentication, Delivery and Dating...................20
SECTION 304. Temporary Securities.............................................22
SECTION 305. Registration, Registration of Transfer and Exchange..............22
SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.................24



                                      -i-

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                                                                            Page
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SECTION 307. Payment of Interest; Interest Rights Preserved...................24
SECTION 308. Persons Deemed Owners............................................26
SECTION 309. Cancellation.................................................... 26
SECTION 310. Computation of Interest..........................................26

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture..........................27
SECTION 402. Application of Trust Funds; Indemnification......................28
SECTION 403. Defeasance and Discharge of Indenture............................29
SECTION 404. Defeasance of Certain Obligations................................31

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501. Events of Default................................................32
SECTION 502. Acceleration of Maturity: Rescission and Annulment...............34
SECTION 503. Collection of Indebtedness and Suits for Enforcement by
               Trustee........................................................35
SECTION 504. Trustee May File Proofs of Claim.................................36
SECTION 505. Trustee May Enforce Claims Without Possession of Securities......37
SECTION 506. Application of Money Collected...................................37
SECTION 507. Limitation on Suits..............................................38
SECTION 508. Unconditional Right of Holders to Receive Principal, Premium
               and Interest...................................................38
SECTION 509. Restoration of Rights and Remedies...............................39
SECTION 510. Rights and Remedies Cumulative...................................39
SECTION 511. Delay or Omission Not Waiver.....................................39
SECTION 512. Control by Holders...............................................39
SECTION 513. Waiver of Past Defaults..........................................40
SECTION 514. Undertaking for Costs............................................40
SECTION 515. Waiver of Stay or Extension Laws.................................41

                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601. Certain Duties and Responsibilities..............................41
SECTION 602. Notice of Defaults...............................................43
SECTION 603. Certain Rights of Trustee........................................43



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SECTION 604. Not Responsible for Recitals or Issuance of Securities...........44
SECTION 605. May Hold Securities..............................................44
SECTION 606. Money Held in Trust..............................................45
SECTION 607. Compensation and Reimbursement...................................45
SECTION 608. Disqualification; Conflicting Interests..........................46
SECTION 609. Corporate Trustee Required; Eligibility..........................46
SECTION 610. Resignation and Removal; Appointment of Successor................46
SECTION 611. Acceptance of Appointment by Successor...........................48
SECTION 612. Merger, Conversion, Consolidation or Succession to Business......49
SECTION 613. Preferential Collection of Claims Against Company................50

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Company to Furnish Trustee Names and Addresses of Holders........50
SECTION 702. Preservation of Information; Communications to Holders...........50
SECTION 703. Reports by Trustee...............................................53
SECTION 704. Reports by Company...............................................53

                                  ARTICLE EIGHT

                              SUCCESSOR CORPORATION

SECTION 801. When Company May Merge or Transfer Assets........................54

                                  ARTICLE NINE

                      AMENDMENTS & SUPPLEMENTAL INDENTURES

SECTION 901. Amendments or Supplemental Indentures without Consent of
               Holders........................................................55
SECTION 902. Amendments or Supplemental Indentures with Consent of Holders....56
SECTION 903. Execution of Supplemental Indentures.............................57
SECTION 904. Effect of Supplemental Indentures................................58
SECTION 905. Conformity with Trust Indenture Act..............................58
SECTION 906. Reference in Securities to Supplemental Indentures...............58



                                     -iii-

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                                                                            Page
                                                                            ----

                                   ARTICLE TEN

                                    COVENANTS

SECTION 1001. Payment of Principal, Premium and Interest......................58
SECTION 1002. Maintenance of Office or Agency.................................59
SECTION 1003. Money for Securities; Payments to Be Held in Trust..............59
SECTION 1004. Corporate Existence.............................................61
SECTION 1005. Maintenance of Properties.......................................61
SECTION 1006. Statement by Officers as to Default.............................62
SECTION 1007. Waiver of Certain Covenants.....................................62

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article........................................62
SECTION 1102. Election to Redeem; Notice to Trustee...........................62
SECTION 1103. Selection by Trustee of Securities to Be Redeemed...............63
SECTION 1104. Notice of Redemption............................................63
SECTION 1105. Deposit of Redemption Price.....................................64
SECTION 1106. Securities Payable on Redemption Date...........................64
SECTION 1107. Securities Redeemed in Part.....................................65

                                 ARTICLE TWELVE

                                  SINKING FUNDS

SECTION 1201. Applicability of Article........................................66
SECTION 1202. Satisfaction of Sinking Fund Payments with Securities...........66
SECTION 1203. Redemption of Securities for Sinking Fund.......................66

                                ARTICLE THIRTEEN

                                  SUBORDINATION

SECTION 1301. Agreement to Subordinate........................................69
SECTION 1302. Default on Senior Indebtedness..................................69
SECTION 1303. Liquidation; Dissolution; Bankruptcy............................70
SECTION 1304. Subrogation.....................................................72
SECTION 1305. Trustee to Effectuate Subordination.............................73
SECTION 1306. Notice by the Company...........................................73
SECTION 1307. Rights of the Trustee; Holders of Senior Indebtedness...........74
SECTION 1308. Subordination May Not Be Impaired...............................75



                                      -iv-

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                                                                            Page
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SECTION 1309. Article Applicable to Paying Agents.............................76
SECTION 1310. Defeasance of this Article......................................76
SECTION 1311. Subordination Language to be Included in Securities.............76













                                      -v-

<PAGE>


                  INDENTURE, dated as of January 23, 2003, between XL Capital
Ltd, a Cayman Islands exempted limited company (herein called the "Company" or
the "Issuer"), having its principal office at XL House, One Bermudiana Road,
Hamilton HM11, Bermuda and U.S. Bank National Trust Association, a national
banking association, as trustee hereunder (herein called the "Trustee").

                             RECITALS OF THE COMPANY

                  The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as in this Indenture provided.

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

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION


SECTION 101.   DEFINITIONS.

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

                  (1) the terms defined in this article have the meanings
         assigned to them in this article and include the plural as well as the
         singular;

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

                  (3) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with generally accepted
         accounting principles in the United States, and, except as otherwise
         herein expressly provided, the term "generally accepted accounting
         principles" with respect to



<PAGE>
                                      -2-


         any computation required or permitted hereunder shall mean such
         accounting principles as are generally accepted at the date of such
         computation;

                  (4) 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; and

                  (5) all references used herein to the male gender shall
         include the female gender.

                  "Act," when used with respect to any Holder, has the meaning
specified in Section 104.

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

                  "Board of Directors" means either the board of directors of
the Company or any duly authorized committee of that board duly authorized to
act hereunder.

                  "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, delivered to the Trustee.

                  "Business Day" means, with respect to any Securities, a day
that in the City of New York or in any Place of Payment is not a day on which
banking institutions are authorized by law or regulation to close.

                  "Capital Stock" for any entity means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) shares issued by that
entity.

                  "Certificated Securities" means Securities that are in
registered definitive form.

                  "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Securities Exchange Act of
1934, or, if at any time after the execution

<PAGE>
                                      -3-


of this instrument such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act, then the body performing such
duties at such time.

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

                  "Company Request" or "Company Order" means a written request
or order signed in the name of the Company by its chairman of the board, a vice
chairman, its president or a vice president, and by its treasurer, an assistant
treasurer, its secretary or an assistant secretary, and delivered to the
Trustee.

                  "Corporate Trust Office" means the office of the Trustee at
which at any particular time the trust created by this Indenture shall be
administered, which office, at the time of the execution of this Indenture, is
located at Goodwin Square, 225 Asylum Street, Hartford, CT 06103, Attn:
Corporate Trust Administration (XL Capital Ltd).

                  "Default Notice" has the meaning specified in Section
13.02(b).

                  "Defaulted Interest" has the meaning specified in Section 307.

                  "Depositary" means, unless otherwise specified by the Company
pursuant to either Section 203 or 301, with respect to Securities of any series
issuable or issued as a Global Security, The Depository Trust Company, New York,
New York, or any successor thereto registered under the Securities Exchange Act
of 1934, as amended, or other applicable statute or regulation.

                  "Event of Default" has the meaning specified in Section 501.

                  "Global Security" means a Security issued to evidence all or a
part of any series of Securities which is executed by the Company and
authenticated and delivered by the Trustee to the Depositary or pursuant to the
Depositary's instruction, all in accordance with this Indenture and pursuant to
a Company Order, which shall be registered in the name of the Depositary or its
nominee.

                  "Holder" means a Person in whose name a Security is registered
in the Security Register.

<PAGE>
                                      -4-


                  "Holder Action" has the meaning specified in Section 702(d).

                  "Indenture" means this instrument as originally executed or as
it may from time to time be supplemented or amended by one or more amendments or
indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of particular series of Securities
established as contemplated by Section 301.

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

                  "Interest Payment Date," when used with respect to any
Security, means the Stated Maturity of an installment of interest on such
Security.

                  "Issuer" means the Person named as the "Issuer" in the first
paragraph of this instrument until a successor corporation shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Issuer" shall mean such successor corporation.

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

                  "Officers' Certificate" means a certificate signed by the
chairman of the board, the president or a vice president, and by the treasurer,
an assistant treasurer, the secretary or an assistant secretary, of the Company,
and delivered to the Trustee.

                  "Opinion of Counsel" means written opinion of counsel, who may
be counsel for the Company and who shall be acceptable to the Trustee.

                  "Ordinary Shares" means the Class A and Class B ordinary
shares (including preference ordinary shares), $0.01 par value per share, of the
Company existing on the date of this Indenture or any other shares of Capital
Stock of the Company into which such Class A or Class B ordinary shares shall be
reclassified or changed.

                  "Original Issue Discount Security" means any Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 502.

<PAGE>
                                      -5-


                  "Outstanding," when used with respect to Securities, means, as
of the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except:

                   (i) Securities theretofore canceled by the Trustee or
         delivered to the Trustee for cancellation;

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

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

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor. In case of a dispute as to
such right, any decision by the Trustee shall be full protection to the Trustee.
Upon request of the Trustee, the Company shall furnish to the Trustee promptly
an Officers' Certificate listing and identifying all Securities, if any, known
by the Company to be owned or held by or for the account of any of the
above-described persons; and, subject to Section 601, the Trustee shall be
entitled to accept such Officers' Certificate as conclusive evidence of the
facts therein set forth and of the fact that


<PAGE>
                                      -6-


all Securities not listed therein are Outstanding for the purposes of any such
determination.

                  "Paying Agent" means any Person authorized by the Company to
pay the principal of (and premium, if any) or interest on any Securities on
behalf of the Company.

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

                  "Place of Payment," when used with respect to the Securities
of any series, means the place or places where the principal of (and premium, if
any) and interest on the Securities of that series are payable as specified as
contemplated by Section 301.

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

                  "Redemption Date," when used with respect to any Security to
be redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

                  "Redemption Price," when used with respect to any Security to
be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

                  "Regular Record Date" for the interest payable on any Interest
Payment Date on the Securities of any series means the date specified for that
purpose as contemplated by Section 301.

                  "Responsible Officer," when used with respect to the Trustee,
means any officer of the Trustee assigned by the Trustee to administer its
corporate trust matters.

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

                  "Security Register" and "Security Registrar" have the
respective meanings specified in Section 305.

<PAGE>
                                      -7-


                  "Senior Indebtedness," unless otherwise specified in one or
more indentures supplemental hereto or approved pursuant to a Board Resolution
in accordance with Section 301, means, with respect to the Company, (i) the
principal (including redemption payments), premium, if any, interest and other
payment obligations in respect of (A) indebtedness of the Company for money
borrowed and (B) indebtedness evidenced by securities, debentures, bonds, notes
or other similar instruments issued by the Company, including any such
securities issued under any deed, indenture or other instrument to which the
Company is a party (including, for the avoidance of doubt, indentures pursuant
to which subordinated debentures have been or may be issued); (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, all hedging agreements and agreements of a similar
nature thereto and all agreements relating to any such agreements, and all
obligations of the Company under any title retention agreement (but excluding
trade accounts payable arising in the ordinary course of business); (iv) all
obligations of the Company for reimbursement on any letter of credit, banker's
acceptance, security purchase facility or similar credit 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; (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) and (vii) any deferrals, amendments, renewals, extensions,
modifications and refundings of all obligations of the type referred to in
clauses (i) through (vi) above, in each case whether or not contingent and
whether outstanding at the date hereof or thereafter incurred, EXCEPT, in each
case, for the Securities and any such other indebtedness or deferral, amendment,
renewal, extension, modification or refunding that contains express terms, or is
issued under a deed, indenture or other instrument, which contains express
terms, providing that it is subordinate to or ranks PARI PASSU with the
Securities. Such Senior Indebtedness shall continue to be Senior Indebtedness
and be entitled to the benefits of the subordination provisions of this
Indenture irrespective of any amendment, modification or waiver of any term of
such Senior Indebtedness and notwithstanding that no express written
subordination agreement may have been entered into between the holders of such
Senior Indebtedness and the Trustee or any of the Holders.

                  "Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 307.

<PAGE>
                                      -8-


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

                  "Subsidiary" means, with respect to any Person:

                  (1)      any corporation or company a majority of whose
                           Capital Stock with voting power, under ordinary
                           circumstances, to elect directors is, at the date of
                           determination, directly or indirectly, owned by such
                           Person (a "subsidiary"), by one or more subsidiaries
                           of such Person or by such Person and one or more
                           subsidiaries of such Person;

                  (2)      a partnership in which such Person or a subsidiary of
                           such Person is, at the date of determination, a
                           general partner of such partnership; or

                  (3)      any partnership, limited liability company or other
                           Person in which such Person, a subsidiary of such
                           Person or such Person and one or more subsidiaries of
                           such Person, directly or indirectly, at the date of
                           determination, has (x) at least a majority ownership
                           interest or (y) the power to elect or appoint or
                           direct the election or appointment of the managing
                           partner or member of such Person or, if applicable, a
                           majority of the directors or other governing body of
                           such Person.

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

                  "Trust Indenture Act" means the Trust Indenture Act of 1939 as
amended and in force at the date as of which this instrument was executed,
except as provided in Section 905.

                  "U.S. Government Obligations" means securities which are (i)
direct obligations of the United States of America for the payment of which its
full faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as to the timely
payment of principal and interest as a full faith and credit ob-


<PAGE>
                                      -9-


ligation by the United States of America, which, in either case, are not
callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company which is a member
of the Federal Reserve System and having a combined capital and surplus of at
least $50,000,000 as custodian with respect to any such obligation evidenced by
such depository receipt or a specific payment of interest on or principal of any
such obligation held by such custodian for the account of the holder of a
depository receipt; PROVIDED that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depository receipt from any amount received by the custodian in respect of
the obligation set forth in (i) or (ii) above or the specific payment of
interest on or principal of such obligation evidenced by such depository
receipt.

SECTION 102.   COMPLIANCE CERTIFICATES AND OPINIONS.

                  Upon any application or request by the Company to the Trustee
to take any action under any provision of this Indenture, the Company shall
furnish to the Trustee an Officers' Certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with and, where appropriate as to matters of law, an
Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

                  Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

                  (1) a statement that the Person signing such certificate or
         opinion has read such covenant or condition and the definitions herein
         relating thereto;

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

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

<PAGE>
                                      -10-


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

SECTION 103.   FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

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

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

SECTION 104.   ACTS OF HOLDERS.

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

<PAGE>
                                      -11-


ficient for any purpose of this Indenture and (subject to Section 601)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this section.

                  (b) The fact and date of the execution of any such instrument
or writing, or the authority of the Person executing the same, may be proved in
accordance with such reasonable rules and regulations as may be prescribed by
the Trustee or in any reasonable manner which the Trustee deems sufficient.

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

                  (d) If the Company shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other Act, the
Company may, at its option, by or pursuant to a Board Resolution, fix in advance
a record date for the determination of Holders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act, but the
Company shall have no obligation to do so. Notwithstanding Trust Indenture Act
Section 316(c), such record date shall be the record date specified in or
pursuant to such Board Resolution, which shall be a date not earlier than the
date 30 days prior to the first solicitation of Holders generally in connection
therewith and not later than the date such solicitation is completed. If such a
record date is fixed, such request, demand, authorization, direction, notice,
consent, waiver or other Act maybe given before or after such record date, but
only the Holders of record at the close of business on such record date shall be
deemed to be Holders for the purposes of determining whether Holders of the
requisite proportion of Outstanding Securities shall be computed as of such
record date; PROVIDED, HOWEVER, that no such authorization, agreement or consent
by such Holders on such record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not later than
eleven months after the record date.

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

SECTION 105.   NOTICES, ETC., TO TRUSTEE AND COMPANY.

                  Any request, demand, authorization, direction, notice,
consent, waiver or Act of Holders or other document provided or


<PAGE>
                                      -12-


permitted by this Indenture to be made upon, given or furnished to, or filed
with,

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

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

SECTION 106.   NOTICE TO HOLDERS; WAIVER.

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

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

SECTION 107.   CONFLICT WITH TRUST INDENTURE ACT.

                  If any provision hereof limits, qualifies or conflicts with
another provision which is required or deemed to be included in this Indenture
by any of the provisions of the Trust Indenture Act, such required or deemed
provision shall control.

<PAGE>
                                      -13-


SECTION 108.   EFFECT OF HEADINGS AND TABLE OF CONTENTS.

                  The article and section headings herein and the table of
contents are for convenience only and shall not affect the construction hereof.

SECTION 109.   SUCCESSORS AND ASSIGNS.

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

SECTION 110.   SEPARABILITY CLAUSE.

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

SECTION 111.   BENEFITS OF INDENTURE.

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

SECTION 112.   GOVERNING LAW.

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

SECTION 113.   LEGAL HOLIDAYS.

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

SECTION 114.   REFERENCES TO CURRENCY.

                  All references in this Indenture to "dollars" or "$" are to
the currency of the United States of America.

<PAGE>
                                      -14-



                                   ARTICLE TWO

                                 SECURITY FORMS


SECTION 201.   FORMS GENERALLY.

                  The Securities of each series shall be in substantially the
forms established in one or more indentures supplemental hereto or approved from
time to time by or pursuant to a Board Resolution in accordance with Section
301, in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture and any
indenture supplemental hereto, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or securities
regulatory authority or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution of the
Securities. If the form of Securities of any series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the secretary or an assistant secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 for the authentication and delivery of such
Securities.

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

SECTION 202.   FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

                  The Trustee's certificate of authentication required by this
article shall be in substantially the form set forth below.

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


                                          U.S. BANK NATIONAL ASSOCIATION,
                                               as Trustee



                                               By                              "
                                                  -----------------------------
                                                       Authorized Signatory
<PAGE>
                                      -15-


SECTION 203.   SECURITIES ISSUABLE IN THE FORM OF A GLOBAL SECURITY.

                  (a) If the Issuer shall establish pursuant to Sections 201 and
301 that the Securities of a particular series are to be issued in whole or in
part in the form of one or more Global Securities, then the Issuer shall execute
and the Trustee shall, in accordance with Section 303 and the Company Order
delivered to the Trustee thereunder, authenticate and deliver, such Global
Security or Securities, which (i) shall represent, and shall be denominated in
an amount equal to the aggregate principal amount of, the Outstanding Securities
of such series to be represented by such Global Security or Securities, (ii)
shall be registered in the name of the Depositary for such Global Security or
Securities or its nominee, (iii) shall be delivered by the Trustee to the
Depositary or its custodian or pursuant to the Depositary's instruction and (iv)
shall bear a legend substantially to the following effect: "UNLESS AND UNTIL IT
IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED
HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE (I) BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR (II) BY A NOMINEE OF THE DEPOSITARY
OR THE DEPOSITARY TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

                  (b) Notwithstanding any other provision of this section or of
Section 305, unless the terms of a Global Security expressly permit such Global
Security to be exchanged in whole or in part for individual Securities, a Global
Security may be transferred, in whole but not in part and in the manner provided
in Section 305, only to another nominee of the Depositary for such Global
Security, or to a successor Depositary for such Global Security selected or
approved by the Issuer or to a nominee of such successor Depositary.

                  (c) (i) If at any time the Depositary for a Global Security
notifies the Issuer that it is unwilling or unable to continue as Depositary for
such Global Security or if at any time the Depositary for the Securities for
such series shall no longer be eligible or in good standing under the Securities
Exchange Act of 1934, as amended, or other applicable statute or regulation, the
Issuer shall appoint a successor Depositary with respect to such Global
Security. If a successor Depositary for such Global


<PAGE>
                                      -16-


Security is not appointed by the Issuer within 90 days after the Issuer receives
such notice or becomes aware of such ineligibility, the Issuer will execute a
Company Order for the authentication and delivery of individual Securities of
such series in exchange for such Global Security, and the Trustee, upon receipt
of such Company Order, will authenticate and deliver individual Securities of
such series of like tenor and terms in definitive form in an aggregate principal
amount equal to the principal amount of the Global Security in exchange for such
Global Security.

                  (ii) If an Event of Default shall have occurred and be
continuing or an event shall have occurred which with the giving of notice or
lapse of time or both, would constitute an Event of Default with respect to the
Securities represented by such Global Security, the Trustee, upon receipt of a
Company Order for the authentication and delivery of individual Securities of
such series in exchange for such Global Security, will authenticate and deliver
individual Securities of such series of like tenor and terms in definitive form
in an aggregate principal amount equal to the principal amount of the Global
Security in exchange for such Global Security.

                 (iii) The Issuer may at any time and in its sole discretion
determine that the Securities of any series issued or issuable in the form of
one or more Global Securities shall no longer be represented by such Global
Security or Securities. In such event the Issuer will execute, and the Trustee,
upon receipt of a Company Order for the authentication and delivery of
individual Securities of such series in exchange in whole or in part for such
Global Security, will authenticate and deliver individual Securities of such
series of like tenor and terms in definitive form in an aggregate principal
amount equal to the principal amount of such Global Security or Securities
representing such series to be so exchanged for such Global Security or
Securities.

                  (iv) If specified by the Issuer pursuant to Section 301 with
respect to Securities issued or issuable in the form of a Global Security, the
Depositary for such Global Security may surrender such Global Security in
exchange in whole or in part for individual Securities of such series of like
tenor and terms in definitive form on such terms as are acceptable to the Issuer
and such Depositary. Thereupon the Issuer shall execute, and the Trustee shall
authenticate and deliver, without service charge, (1) to each Person specified
by such Depositary a new Security or Securities of the same series of like tenor
and terms and of any authorized denomination of $1,000 and any integral multiple
thereof as requested by such Person in aggregate principal amount equal to and
in exchange for such Person's beneficial interest in the Global Security; and
(2) to such Depositary a new Global Security of like tenor and terms and in a
denomination equal to the


<PAGE>
                                      -17-


difference, if any, between the principal amount of the surrendered Global
Security and the aggregate principal amount of Securities delivered to Holders
thereof.

                   (v) In any exchange provided for in any of the preceding four
paragraphs, the Issuer will execute and the Trustee will authenticate and
deliver individual Securities in definitive registered form in authorized
denominations of $1,000 and any integral multiple thereof. Upon the exchange of
a Global Security for individual Securities, such Global Security shall be
cancelled by the Trustee. Securities issued in exchange for a Global Security
pursuant to this section shall be registered in such names and in such
authorized denominations as the Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the persons
in whose names such Securities are so registered.


                                  ARTICLE THREE

                                 THE SECURITIES


SECTION 301.   AMOUNT UNLIMITED; ISSUABLE IN SERIES.

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

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

                  (1) any limit upon the aggregate principal amount of the
         Securities of the series which may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Securities of the series pursuant to Sections 203, 304, 305, 306, 906
         or 1107);

                  (2) the issue price, expressed as a percentage of the
         aggregate principal amount;

                  (3) the date or dates on which the principal of the Securities
         of the series is payable;

                  (4) the rate or rates at which the Securities of the series
         shall bear interest, if any, the date or dates from


<PAGE>
                                      -18-


         which such interest shall accrue, the Interest Payment Dates on which
         such interest shall be payable and the Regular Record Date for the
         interest payable on the Interest Payment Date;

                  (5) the obligation, if any, of the Company to redeem or
         purchase Securities of the series pursuant to any sinking fund or
         analogous provisions or at the option of a Holder thereof and the
         period or periods within which, the price or prices at which and the
         terms and conditions upon which Securities of the series shall be
         redeemed or purchased, in whole or in part, pursuant to such
         obligation;

                  (6) the period of periods within which, the price or prices or
         ratios at which and the terms and conditions upon which Securities of
         the series may be redeemed, converted or exchanged, in whole or in
         part;

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

                  (8) if other than the full principal amount, the portion of
         the principal amount of Debt Securities of the series which will be
         payable upon declaration of acceleration or provable in bankruptcy;

                  (9) any events of default not set forth in this Indenture;

                  (10) the currency or currencies, including composite
         currencies, in which payment of the principal of (and premium, if any)
         and interest, if any, on such Securities shall be payable (if other
         than the currency of the United States of America), which unless
         otherwise specified shall be the currency of the United States of
         America as at the time of payment is legal tender for payment of public
         or private debts;

                  (11) if the principal of (and premium, if any), or interest,
         if any, on such Securities are to be payable, at the election of the
         Company or any Holder thereof, in a coin or currency other than that in
         which such Securities are stated to be payable, then the period or
         periods within which, and the terms and conditions upon which, such
         election may be made;

                  (12) whether interest will be payable in cash or additional
         Securities at the Company's or the Holders' option and the terms and
         conditions upon which the election may be made;

<PAGE>
                                      -19-


                  (13) if such Securities are to be denominated in a currency or
         currencies, including composite currencies, other than the currency of
         the United States of America, the equivalent price in the currency of
         the United States of America for purposes of determining the voting
         rights of Holders of such Securities as Outstanding Securities under
         this Indenture;

                  (14) if the amount of payments of principal of (and premium,
         if any), or portions thereof, or interest, if any, on such Securities
         may be determined with reference to an index, formula or other method
         based on a coin or currency other than that in which such Securities
         are stated to be payable, the manner in which such amounts shall be
         determined;

                  (15) any restrictive covenants or other material terms
         relating to the offered debt securities, which covenants and terms
         shall not be inconsistent with the provisions of this Indenture;

                  (16) whether the Securities of the series shall be issued in
         whole or in part in the form of a Global Security or Securities; the
         terms and conditions, if any, upon which such Global Security or
         Securities may be exchanged in whole or in part for other individual
         Securities; and the Depositary for such Global Security or Securities;

                  (17) if other than as set forth in this Indenture, any terms
         with respect to subordination of such Securities, including, without
         limitation, the definition of "Senior Indebtedness";

                  (18) any listing of such Securities on any securities
         exchange;

                  (19) additional or alternative provisions, if any, related to
         defeasance and discharge of the offered debt securities;

                  (20) the applicability of any guarantees;

                  (21) if convertible into Ordinary Shares, the terms on which
         such Securities are convertible, including the initial conversion
         price, the conversion period, any events requiring an adjustment of the
         applicable conversion price and any requirements relating to the
         reservation of such Ordinary Shares for purposes of conversion;

<PAGE>
                                      -20-


                  (22) provisions, if any, granting special rights to the
         Holders of Securities of the series upon the occurrence of such events
         as may be specified;

                  (23) each initial Place of Payment; and

                  (24) any other terms of the series, which terms shall not be
         inconsistent with the provisions of this Indenture.

                  All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in
or pursuant to such Board Resolution and set forth in such Officers' Certificate
or in any such indenture supplemental hereto.

                  If any of the terms of the Securities of any series are
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the secretary or an
assistant secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Officers' Certificate setting forth the terms of the
Securities of any series.

SECTION 302.   DENOMINATIONS.

                  The Securities of each series shall be issuable in registered
form without coupons in such denominations as shall be specified as contemplated
by Section 301. In the absence of any such provisions with respect to the
Securities of any series, the Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple thereof.

SECTION 303.   EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

                  The Securities shall be executed on behalf of the Company by
its chairman of the Board of Directors, a vice chairman, its president or one of
its vice presidents, under its corporate seal reproduced thereon attested by its
secretary or one of its assistant secretaries. The signature of any of these
officers on the Securities may be manual or facsimile.

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

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for au-


<PAGE>
                                      -21-


thentication, together with a Company Order for the authentication and delivery
of such Securities, and the Trustee in accordance with the Company Order shall
authenticate and deliver such Securities. If the form or terms of the Securities
of the series have been established in or pursuant to one or more Board
Resolutions as permitted by Sections 201 and 301, or by one or more indentures
supplemental hereto as provided by Section 901, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to Section 601) shall be fully protected in relying upon, an Opinion of
Counsel stating,

                  (a) that such form has been established in conformity with the
         provisions of this Indenture;

                  (b) that such terms have been established in conformity with
         the provisions of this Indenture;

                  (c) that this Indenture and such Securities, when
         authenticated and delivered by the Trustee and issued by the Company in
         the manner and subject to any conditions specified in such Opinion of
         Counsel, will constitute valid and legally binding obligations of the
         Company, enforceable in accordance with their terms, subject to
         bankruptcy, insolvency, fraudulent conveyance, reorganization and other
         laws of general applicability relating to or affecting the enforcement
         of creditors' rights and to general equity principles;

                  (d) that all laws and requirements in respect of the execution
         and delivery by the Company of the Securities have been complied with;
         and

                  (e) such other matters as the Trustee may reasonably request.

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

                  Each Security shall be dated the date of its authentication
unless otherwise provided by the terms established and contemplated by Section
301.

                  No Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substan-


<PAGE>
                                      -22-


tially in the form provided for herein executed by the Trustee by manual
signature, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder and is entitled to the benefits of this Indenture.

SECTION 304.   TEMPORARY SECURITIES.

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

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

SECTION 305.   REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

                  The Company shall cause to be kept at one of its offices or
agencies maintained pursuant to Section 1002 or at the Corporate Trust Office of
the Trustee a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the "Security Register") in which, subject to
Section 203 and to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Securities and of transfers of Securities.
The Trustee initially is hereby appointed "Security Registrar" for the purpose
of registering Securities and transfers of Securities as herein provided. The
Company may act as Security Registrar and may change or ap-


<PAGE>
                                      -23-


point a Security Registrar without prior notice to Holders or to the Trustee.

                  Subject to Section 203, upon surrender for registration of
transfer of any Security of any series at the office or agency in a Place of
Payment for that series, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of the same series, of any authorized
denominations and of a like aggregate principal amount and tenor.

                  Subject to Section 203, at the option of the Holder,
Securities of any series may be exchanged for other Securities of the same
series, of any authorized denominations and of a like aggregate principal amount
and tenor, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive.

                  Subject to Section 203, all Securities issued upon any
registration or transfer or exchange of Securities shall be valid obligations of
the Company, evidencing the same debt, and entitled to the same benefits under
this Indenture, as the Securities surrendered upon such registration of transfer
or exchange.

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

                  No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 203, 304, 906 or 1107 not involving any
transfer.

                  The Company shall not be required (i) to issue, register the
transfer of or exchange Securities of any series during a period beginning at
the opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of that series selected for redemption (under Section
1103) and ending at the close of business on the day of such mailing, or (ii) to
register the transfer of or exchange any Security so selected for redemption in
whole or in part, except the unredeemed portion of any Security being redeemed
in part.

<PAGE>
                                      -24-


SECTION 306.   MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

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

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

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

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

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

SECTION 307.   PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

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

                  Any interest on any Security of any series which is payable,
but is not punctually paid or duly provided for, on any


<PAGE>
                                      -25-


Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease
to be payable to the Holder on the relevant Regular Record Date by virtue of
having been such Holder, and such Defaulted Interest may be paid by the Company,
at its election in each case, as provided in clause (1) or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Securities of such series
         (or their respective Predecessor Securities) are registered at the
         close of business on a Special Record Date for the payment of such
         Defaulted Interest, which shall be fixed in the following manner. The
         Company shall notify the Trustee in writing of the amount of Defaulted
         Interest proposed to be paid on each Security of such series and the
         date of the proposed payment, and at the same time the Company shall
         deposit with the Trustee an amount of money equal to the aggregate
         amount proposed to be paid in respect of such Defaulted Interest or
         shall make arrangements satisfactory to the Trustee for such deposit
         prior to the date of the proposed payment, such money when deposited to
         be held in trust for the benefit of the Persons entitled to such
         Defaulted Interest as in this clause provided. Thereupon the Trustee
         shall fix a Special Record Date for the payment of such Defaulted
         Interest which shall be not more than 15 days and not less than 10 days
         prior to the date of the proposed payment and not less than 10 days
         after the receipt by the Trustee of the notice of the proposed payment.
         The Trustee shall promptly notify the Company of such Special Record
         Date and, in the name and at the expense of the Company, shall cause
         notice of the proposed payment of such Defaulted Interest and the
         Special Record Date therefor to be mailed, first-class postage prepaid,
         to each Holder of Securities of such series at his address as it
         appears in the Security Register, not less than 10 days prior to such
         Special Record Date. Notice of the proposed payment of such Defaulted
         Interest and the Special Record Date therefor having been so mailed,
         such Defaulted Interest shall be paid to the Persons in whose names the
         Securities of such series (or their respective Predecessor Securities)
         are registered at the close of business on such Special Record Date and
         shall no longer be payable pursuant to the following clause (2).

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

<PAGE>
                                      -26-


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

SECTION 308.   PERSONS DEEMED OWNERS.

                  Subject to Section 203, the Company, the Trustee and any agent
of the Company or the Trustee may treat the Person in whose name such Security
is registered as the owner of such Security for the purpose of receiving payment
of principal of (and premium, if any) and (subject to Section 307) interest on
such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and none of the Company, the Trustee or any agent of the
Company or the Trustee shall be affected by notice to the contrary.

SECTION 309.   CANCELLATION.

                  All Securities surrendered for payment, redemption,
registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee and shall be promptly cancelled by it. The Company may at any
time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and all Securities so delivered shall be promptly cancelled
by the Trustee. No Securities shall be authenticated in lieu of or in exchange
for any Securities cancelled as provided in this section, except as expressly
permitted by this Indenture. The Trustee shall destroy cancelled Securities and
deliver a certificate of such destruction to the Company.

SECTION 310.   COMPUTATION OF INTEREST.

                  Except as otherwise specified as contemplated by Section 301
for the Securities of any series, interest on the Securities of each series
shall be computed on the basis of a year of 12 30-day months.

<PAGE>
                                      -27-


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE


SECTION 401.   SATISFACTION AND DISCHARGE OF INDENTURE.

                  This Indenture shall upon Company Request cease to be of
further effect with respect to any series of Securities (except as to (i) any
surviving rights of registration of transfer or exchange of Securities herein
expressly provided for, (ii) rights hereunder of Holders to receive payments of
principal of, and premium, if any, and interest on, Securities, and other
rights, duties and obligations of the Holders as beneficiaries hereof with
respect to the amounts, if any, so deposited with the Trustee, (iii) remaining
obligations of the Company to make mandatory sinking fund payments and (iv) the
rights, obligations and immunities of the Trustee hereunder), and the Trustee,
at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture with respect to any series of
Securities, when

                  (1)  either

                           (A) all Securities of such series theretofore
                           authenticated and delivered (other than (i)
                           Securities of such series which have been mutilated,
                           destroyed, lost or stolen and which have been
                           replaced or paid as provided in Section 306 and (ii)
                           Securities of such series for whose payment money has
                           theretofore been deposited in trust or segregated and
                           held in trust by the Company and thereafter repaid to
                           the Company or discharged from such trust, as
                           provided in Section 1003) have been delivered to the
                           Trustee for cancellation; or

                           (B) all such Securities not theretofore delivered to
                           the Trustee for cancellation

                                    (i) have become due and payable, or

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

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

<PAGE>
                                      -28-


                           and the Company, in the case of (i), (ii) or (iii)
                           above, has deposited or caused to be deposited with
                           the Trustee as trust funds in trust for the purpose
                           (i) money in dollars in an amount (or if the
                           Securities are denominated in any currency other than
                           dollars, an amount of the applicable currency), or
                           (ii) U.S. Government Obligations which through the
                           payment of interest and principal in respect thereof
                           in accordance with their terms will provide not later
                           than one day before the due date of any payment
                           referred to in clause (A) of this subparagraph money
                           in an amount, or (iii) a combination thereof,
                           sufficient, in the opinion of a nationally recognized
                           firm of independent public accountants expressed in a
                           written certification thereof delivered to the
                           Trustee, (A) to pay and discharge the entire
                           indebtedness on such Securities not theretofore
                           delivered to the Trustee for cancellation, for
                           principal (and premium, if any) and interest to the
                           date of such deposit (in the case of Securities which
                           have become due and payable) or to the Stated
                           Maturity or Redemption Date, as the case may be;

                  (2) if all series of Securities are being discharged, the
Company has paid or caused to be paid all other sums payable hereunder by the
Company; and

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

                  Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 607, and,
if money shall have been deposited with the Trustee pursuant to Subclause (B) of
clause (1) of this section, the obligations of the Trustee under Section 402 and
the next to last paragraph of Section 1003, shall survive.

SECTION 402.   APPLICATION OF TRUST FUNDS; INDEMNIFICATION.

                  (a) Subject to the provisions of the last paragraph of Section
1003, all money deposited with the Trustee pursuant to Section 401, all money
and U.S. Government Obligations deposited with the Trustee pursuant to Section
403 or 404 and all money received by the Trustee in respect of U.S. Government
Obligations deposited with the Trustee pursuant to Section 403 or 404 shall be
held in trust and applied by it, in accordance with the provisions of the
Securities and this Indenture, to the payment, ei-


<PAGE>
                                      -29-


ther directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal (and premium, if any) and interest for whose payment such money
has been deposited with or received by the Trustee or to make mandatory sinking
fund payments or analogous payments as contemplated by Section 403 or 404, but
such money need not be segregated from other funds except to the extent required
by law.

                  (b) The Company shall pay and shall indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against U.S.
Government Obligations deposited pursuant to Section 403 or 404, or the interest
and principal received in respect of such obligations other than any payable by
or on behalf of Holders.

                  (c) The Trustee shall deliver or pay to the Company from time
to time upon Company Request any U.S. Government Obligations or money held by it
as provided in Section 403 or 404 which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are then in excess of the amount
thereof which then would have been required to be deposited for the purpose for
which such obligations or money were deposited or received.

SECTION 403.   DEFEASANCE AND DISCHARGE OF INDENTURE.

                  The Company shall be deemed to have paid and discharged the
entire indebtedness on all the Outstanding Securities on the 91st day after the
date of the deposit referred to in subparagraph (d) of this section, and the
provisions of this Indenture, as it relates to such Outstanding Securities,
shall no longer be in effect (and the Trustee, at the expense of the Company,
shall at Company Request, execute proper instruments acknowledging the same),
except as to:

                  (a) the rights of Holders of Securities to receive, from the
         trust funds described in subparagraph (d) hereof, (i) payment of the
         principal of (and premium, if any) and each installment of principal of
         (and premium, if any) or interest on the Outstanding Securities on the
         Stated Maturity of such principal or installment of principal or
         interest and (ii) the benefit of any mandatory sinking fund payments
         applicable to the Securities on the day on which such payments are due
         and payable in accordance with the terms of this Indenture and the
         Securities;

                  (b) the Company's obligations with respect to such Securities
         under Sections 305, 306, 1002 and 1003; and

<PAGE>
                                      -30-


                  (c) the obligations of the Company to the Trustee under
         Section 607,

PROVIDED that, the following conditions shall have been satisfied:


                  (d) the Company has or caused to be irrevocably deposited
         (except as provided in Section 402) with the Trustee as trust funds in
         trust, specifically pledged as security for, and dedicated solely to,
         the benefit of the Holders of the Securities, (i) money in dollars in
         an amount (or if the Securities are denominated in any currency other
         than dollars, an amount of the applicable currency), or (ii) U.S.
         Government Obligations which through the payment of interest and
         principal in respect thereof in accordance with their terms will
         provide not later than one day before the due date of any payment
         referred to in clause (A) or (B) of this subparagraph money in an
         amount, or (iii) a combination thereof, sufficient, in the opinion of a
         nationally recognized firm of independent certified public accountants
         expressed in a written certification thereof delivered to the Trustee,
         to pay and discharge (A) the principal of (and premium, if any) and
         each installment of principal of (and premium, if any) and interest on
         the Outstanding Securities on the Stated Maturity of such principal or
         installment of principal or interest or on the applicable Redemption
         Date and (B) any mandatory sinking fund payments applicable to the
         Securities on the day on which such payments are due and payable in
         accordance with the terms of this Indenture and of the Securities;

                  (e) such deposit shall not cause the Trustee with respect to
         the Securities to have a conflicting interest for purposes of the Trust
         Indenture Act with respect to the Securities;

                  (f) such deposit will not result in a breach or violation of,
         or constitute a default under, any applicable laws, this Indenture or
         any other agreement or instrument to which the Company is a party or by
         which it is bound;

                  (g) no Event of Default or event which with notice or lapse of
         time would become an Event of Default with respect to the Securities
         shall have occurred and be continuing on the date of such deposit or
         during the period ending on the 91st day after such date;

                  (h) the Company has delivered to the Trustee an Officer's
         Certificate as to solvency and the absence of any intent of preferring
         the Holders over any other creditors of the Company; and

<PAGE>
                                      -31-


                  (i) if the deposit referred to in subparagraph (d) of this
         section is to be made on or prior to one year from the Stated Maturity
         for payment of principal of the Outstanding Securities, the Company has
         delivered to the Trustee an Opinion of Counsel with no material
         qualifications or a favorable ruling of the Internal Revenue Service,
         in either case to the effect that Holders of the Securities will not
         recognize income, gain or loss for federal income tax purposes as a
         result of such deposit, defeasance and discharge and will be subject to
         federal income tax on the same amount and in the same manner and at the
         same times, as would have been the case if such deposit, defeasance and
         discharge had not occurred.

SECTION 404.   DEFEASANCE OF CERTAIN OBLIGATIONS.

                  If this section is specified to be applicable to Securities of
any series, the Company may omit to comply with any term, provision or condition
set forth in the sections of this Indenture or such Security with respect to the
Securities of that series ("Covenant Defeasance") if:

                  (1) with reference to this section, the Company has deposited
         or caused to be irrevocably deposited with the Trustee as trust funds
         in trust, specifically pledged as security for, and dedicated solely
         to, the benefit of the Holders of the Securities of that series, (i)
         money in dollars in an amount (or if the Securities are denominated in
         any currency other than dollars, an amount of the applicable currency),
         or (ii) U.S. Government Obligations which through the payment of
         interest and principal in respect thereof in accordance with their
         terms will provide not later than one day before the due date of any
         payment referred to in clause (A) or (B) of this subparagraph money in
         an amount, or (iii) a combination thereof, sufficient, in the opinion
         of a nationally recognized firm of independent public accountants
         expressed in a written certification thereof delivered to the Trustee,
         to pay and discharge (A) the principal of (and premium, if any) and
         each installment of principal (and premium, if any) and interest on the
         Outstanding Securities of that series on the Stated Maturity of such
         principal or installment of principal or interest and (B) any mandatory
         sinking fund payments or analogous payments applicable to Securities of
         such series on the day on which such payments are due and payable in
         accordance with the terms of the Indenture and of such Securities;

                  (2) such deposit shall not cause the Trustee with respect to
         the Securities of that series to have a conflicting interest for
         purposes of the Trust Indenture Act with respect to the Securities of
         any series;

<PAGE>
                                      -32-


                  (3) such deposit will not result in a breach or violation of,
         or constitute a default under, this Indenture or any other agreement or
         instrument to which the Company is a party or by which it is bound;

                  (4) if the deposit referred to in subparagraph (1) of this
         section is to be made on or prior to one year from the Stated Maturity
         for payment of principal of the Outstanding Securities, the Company has
         delivered to the Trustee an Opinion of Counsel with no material
         qualifications or a favorable ruling of the Internal Revenue Service,
         in either case to the effect that Holders of the Securities will not
         recognize income, gain or loss for federal income tax purposes as a
         result of such deposit and defeasance of certain obligations and will
         be subject to federal income tax on the same amount and in the same
         manner and at the same times, as would have been the case if such
         deposit and defeasance had not occurred;

                  (5) the Company has delivered to the Trustee an Officer's
         Certificate as to solvency and the absence of any intent of preferring
         the Holders over any other creditors of the Company; and

                  (6) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent herein provided for relating to the defeasance contemplated
         by this section have been complied with.

                  In the event the Company effects Covenant Defeasance with
respect to any Securities and such Securities are declared due and payable
because of the occurrence of any Event of Default, other than an Event of
Default with respect to any covenant as to which there has been Covenant
Defeasance, the U.S. Government Obligations on deposit with the Trustee will be
sufficient to pay amounts due on such Securities at the time of the Stated
Maturity but may not be sufficient to pay amounts due on such Securities at the
time of the acceleration resulting from such Event of Default.


                                  ARTICLE FIVE

                                    REMEDIES


SECTION 501.   EVENTS OF DEFAULT.

                  "Event of Default" (except as otherwise specified or
contemplated by Section 301 for Securities of any series) wher-


<PAGE>
                                      -33-


ever used herein with respect to Securities of any series, means any one of the
following events:

                  (1) default in the payment of any interest upon any Security
         of that series when it becomes due and payable, and continuance of such
         default for a period of 60 days; or

                  (2) default in the payment of the principal of (or premium, if
         any, on) any Security of that series at its Maturity; or

                  (3) default in the deposit of any sinking fund payment, when
         and as due by the terms of a Security of that series; or

                  (4) default in the performance, or breach, of any material
         covenant or warranty of the Company in this Indenture (other than a
         covenant or warranty a default in whose performance or whose breach is
         elsewhere in this section specifically dealt with or which has
         expressly been included in this Indenture solely for the benefit of
         series of Securities other than that series) for a period of 60 days
         after there has been given, and continuance of such by registered or
         certified mail, to the Company by the Trustee or to the Company and the
         Trustee by the Holders of at least 25% in principal amount of the
         Outstanding Securities a written notice specifying such default or
         breach and requiring it to be remedied and stating that such notice is
         a "Notice of Default" hereunder; or

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

                  (6) the commencement by the Company of a voluntary case or
         proceeding under any applicable bankruptcy, insolvency, reorganization
         or other similar law or of any other case or proceeding to be
         adjudicated a bankrupt or insolvent, or the consent by it to the entry
         of a decree or order


<PAGE>
                                      -34-


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

                  (7) any other Event of Default expressly provided with respect
         to Securities of that series.

SECTION 502.   ACCELERATION OF MATURITY: RESCISSION AND ANNULMENT.

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

                  In the case of an Event of Default resulting from bankruptcy,
insolvency or reorganization, which occurs and is continuing with respect to
Securities of any series at the time Outstanding, then all unpaid principal of
and accrued interest on all such Outstanding Securities of that series shall
become immediately due and payable without any notice or other action on the
part of the Trustee or the Holders of any Securities of such series.

                  At any time after such a declaration of acceleration with
respect to Securities of any series has been made and before a judgment or
decree for payment of the money due has been obtained by the Trustee as
hereinafter in this article provided,


<PAGE>
                                      -35-


the Holders of a majority in principal amount of the Outstanding Securities of
that series, by written notice to the Company and the Trustee, may rescind and
annul such declaration and its consequences if

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

                           (A) all overdue interest on all Securities of that
series,

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

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

                           (D) all sums paid or advanced by the Trustee and any
                  predecessor Trustee hereunder and all sums due the Trustee and
                  any predecessor Trustee under Section 607;

         and

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

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

SECTION 503.   COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

                  The Company covenants that if

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

                  (2) default is made in the payment of the principal of (or
         premium, if any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then


<PAGE>
                                      -36-


due and payable on such Securities for principal (and premium, if any) and
interest and, to the extent that payment of such interest shall be legally
enforceable, interest on any overdue principal (and premium, if any) and on any
overdue interest, at the rate or rates prescribed therefor in such Securities,
and, in addition thereto, such further amount as shall be sufficient to cover
the costs and expenses of collection, including all amounts due the Trustee and
any predecessor Trustee under Section 607.

                  If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon such Securities
and collect the moneys adjudged or decreed to be payable in the manner provided
by law out of the property of the Company or any other obligor upon such
Securities, wherever situated.

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

SECTION 504.   TRUSTEE MAY FILE PROOFS OF CLAIM.

                  In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

                   (i) to file and prove a claim for the whole amount of
         principal (and premium, if any) and interest owing and unpaid in
         respect of the Securities and to file such other papers or documents as
         may be necessary or advisable in order to have the claims of the
         Trustee (including any claim for the reasonable compensation, expenses,
         disbursements and advances of the Trustee, its agents and counsel) and
         of the Holders allowed in such judicial proceeding, and

<PAGE>
                                      -37-


                  (ii) to collect and receive any moneys or other property
         payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

SECTION 505.   TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

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

SECTION 506.   APPLICATION OF MONEY COLLECTED.

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

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

                  SECOND: To the payment of the amounts then due and unpaid for
         principal of (and premium, if any) and interest on the Securities in
         respect of which or for the benefit of


<PAGE>
                                      -38-


         which such money has been collected ratably, without preference or
         priority of any kind, according to the amounts due and payable on such
         Securities for principal (and premium, if any) and interest,
         respectively; and

                  THIRD:  To the Company.

SECTION 507.   LIMITATION ON SUITS.

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

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

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

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

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

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

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

SECTION 508.   UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND
               INTEREST.

                  Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is abso-


<PAGE>
                                      -39-


lute and unconditional, to receive payment of the principal of (and premium, if
any) and (subject to Section 307) interest on such Security on the Stated
Maturity or Maturities expressed in such Security (or, in the case of
redemption, on the Redemption Date) and to institute suit for the enforcement of
any such payment, and such rights shall not be impaired without the consent of
such Holder.

SECTION 509.   RESTORATION OF RIGHTS AND REMEDIES.

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

SECTION 510.   RIGHTS AND REMEDIES CUMULATIVE.

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

SECTION 511.   DELAY OR OMISSION NOT WAIVER.

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

SECTION 512.   CONTROL BY HOLDERS.

                  The Holders of a majority in principal amount of the
Outstanding Securities of any series (or if more than one series is affected
thereby, of all series so affected, voting as a sin-


<PAGE>
                                      -40-


gle class) shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee, with respect to the Securities of
such series, PROVIDED that

                  (1) such direction shall not be in conflict with any rule of
         law or with this Indenture, expose the Trustee to personal liability or
         be unduly prejudicial to holders not joining therein, and

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

                  Nothing in this Indenture shall impair the right of the
Trustee to take any other action deemed proper by the Trustee which is not
inconsistent with such direction.

SECTION 513.   WAIVER OF PAST DEFAULTS.

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

                  (1) in the payment of the principal of (or premium, if any) or
         interest on any Security of such series, or

                  (2) in respect of a covenant or provision hereof which under
         this article cannot be modified or amended without the consent of the
         Holder of each Outstanding Security of such series affected.

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

SECTION 514.   UNDERTAKING FOR COSTS.

                  All parties to this Indenture agree, and each Holder of any
Security by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs,


<PAGE>
                                      -41-


including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this section shall not apply to any
suit instituted by the Company, to any suit instituted by the Trustee, to any
suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of the Outstanding Securities of any series,
or to any suit instituted by any Holder for the enforcement of the payment of
the principal of (or premium, if any) or interest on any Securities on or after
the Stated Maturity or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date). This Section 514 shall be in lieu
of Section 315(e) of the TIA and such Section 315(e) is hereby expressly
excluded from this Indenture, as permitted by the TIA.

SECTION 515.   WAIVER OF STAY OR EXTENSION LAWS.

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


                                   ARTICLE SIX

                                   THE TRUSTEE


SECTION 601.   CERTAIN DUTIES AND RESPONSIBILITIES.

                  (a) Except during the continuance of an Event of Default with
respect to the Securities of any series,

                  (1) the Trustee undertakes to perform such duties and only
         such duties as are specifically set forth in this Indenture with
         respect to such series, and no implied covenants or obligations shall
         be read into this Indenture against the Trustee; and

                  (2) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and con-


<PAGE>
                                      -42-


         forming to the requirements of this Indenture; but in the case of any
         such certificates or opinions which by any provision hereof are
         specifically required to be furnished to the Trustee, the Trustee shall
         be under a duty to examine the same to determine whether or not they
         conform to the requirements of this Indenture.

                  (b) In case an Event of Default has occurred with respect to
Securities of any series and is continuing, the Trustee shall exercise such of
the rights and powers vested in it by this Indenture with respect to such series
of Securities, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

                  (c) No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent action, its own
negligent failure to act, or its own wilful misconduct, EXCEPT that

                  (1) this subsection shall not be construed to limit the effect
         of Subsection (a) of this section;

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

                  (3) the Trustee shall not be liable with respect to any action
         taken or omitted to be taken by it in good faith in accordance with the
         direction of the Holders of a majority in principal amount of the
         Outstanding Securities of any series, determined as provided in Section
         512, relating to the time, method and place of conducting any
         proceeding for any remedy available to the Trustee, or exercising any
         trust or power conferred upon the Trustee, under this Indenture with
         respect to the Securities of such series; and

                  (4) no provision of this Indenture shall require the Trustee
         to expend or risk its own funds or otherwise incur any financial
         liability in the performance of any of its duties hereunder, or in the
         exercise of any of its rights or powers, if it shall have reasonable
         grounds for believing that repayment of such funds or adequate
         indemnity against such risk or liability is not reasonably assured to
         it.

                  (d) Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this section.

<PAGE>
                                      -43-


SECTION 602.   NOTICE OF DEFAULTS.

                  Within 90 days after the occurrence of any default hereunder
with respect to the Securities of any series, the Trustee shall transmit by mail
to all Holders of Securities of such series, as their names and addresses appear
in the Security Register, notice of such default hereunder known to the Trustee,
unless such default shall have been cured or waived; PROVIDED, HOWEVER, that,
except in the case of a default in the payment of the principal of (or premium,
if any) or interest on any Security of such series or in the payment of any
sinking fund installment with respect to Securities of such series, the Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors or
Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interest of the Holders of Securities of
such series; and PROVIDED, FURTHER, that in the case of any default of the
character specified in Section 501(4) with respect to Securities of such series,
no such notice to Holders shall be given until at least 30 days after the
occurrence thereof. For the purpose of this section, the term "default" means
any event which is, or after notice or lapse of time or both would become, an
Event of Default with respect to Securities of such series.

SECTION 603.   CERTAIN RIGHTS OF TRUSTEE.

                  Subject to the provisions of Section 601:

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

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

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

<PAGE>
                                      -44-


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

                  (e) the Trustee shall be under no obligation to exercise any
         of the rights or powers vested in it by this Indenture at the request
         or direction of any of the Holders pursuant to this Indenture, unless
         such Holders shall have offered to the Trustee reasonable security or
         indemnity against the costs, expenses and liabilities which might be
         incurred by it in compliance with such request or direction;

                  (f) the Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, note, other evidence of indebtedness
         or other paper or document, but the Trustee, in its discretion, may
         make such further inquiry or investigation into such facts or matters
         as it may see fit, and, if the Trustee shall determine to make such
         further inquiry or investigation, it shall be entitled to examine the
         books, records and premises of the Company, personally or by agent or
         attorney; and

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

SECTION 604.   NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

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

SECTION 605.   MAY HOLD SECURITIES.

                  The Trustee, any Paying Agent, any Security Registrar or any
other agent of the Company, in its individual or any other capacity, may become
the owner or pledgee of Securities and, subject to Sections 608 and 612, may
otherwise deal with, and col-


<PAGE>
                                      -45-


lect obligations owed to it by, the Company with the same rights it would have
if it were not Trustee, Paying Agent, Security Registrar or such other agent.

SECTION 606.   MONEY HELD IN TRUST.

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

SECTION 607.   COMPENSATION AND REIMBURSEMENT.

                  The Company agrees

                  (1) to pay to the Trustee from time to time reasonable
         compensation for all services rendered by it hereunder (which
         compensation shall not be limited by any provision of law in regard to
         the compensation of a trustee of an express trust);

                  (2) except as otherwise expressly provided herein, to
         reimburse each of the Trustee and any predecessor Trustee upon its
         request for all reasonable expenses, disbursements and advances
         incurred or made by it in accordance with any provision of this
         Indenture (including the reasonable compensation and the expenses and
         disbursements of its agents and counsel), except any such expense,
         disbursement or advance as may be attributable to its own negligence or
         bad faith; and

                  (3) to indemnify each of the Trustee and any predecessor
         Trustee for, and to hold it harmless against, any loss, liability or
         expense, arising out of or in connection with the acceptance or
         administration of the trust or trusts hereunder and the performance of
         its duties hereunder, including the costs and expenses of defending
         itself against any claim or liability in connection with the exercise
         or performance of any of its powers or duties hereunder, except to the
         extent any such loss, liability or expense is due to its own negligence
         or bad faith.

                  To ensure the performance of the obligations of the Company
under this section, the Trustee shall have a senior claim to which the
Securities are hereby made subordinate upon all property and funds held or
collected by the Trustee as such, except property and funds held in trust for
the payment of principal of, premium, if any, or interest on particular
Securities.

<PAGE>
                                      -46-


SECTION 608.   DISQUALIFICATION; CONFLICTING INTERESTS.

                  The Trustee shall comply with the terms of Section 310(b) of
the Trust Indenture Act.

SECTION 609.   CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

                  There shall at all times be a Trustee hereunder which shall be
a corporation organized and doing business under the laws of the United States
of America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers having (or, in the case of the
subsidiary of a bank holding company that guarantees the obligations of the
Trustee under this Indenture, such holding company's parent shall have) a
combined capital and surplus of at least $50,000,000 subject to supervision or
examination by Federal or State authority. If such corporation or holding
company parent publishes reports of condition at least annually, pursuant to law
or the requirements of said supervising or examining authority, then for the
purposes of this section, the combined capital and surplus of such corporation
or holding company parent shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. If at any time
the Trustee shall cease to be eligible in accordance with the provisions of this
section, it shall resign immediately in the manner and with the effect
hereinafter specified in this article.

SECTION 610.   RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

                  (a) No resignation or removal of the Trustee and no
         appointment of a successor Trustee pursuant to this article shall
         become effective until the acceptance of appointment by the successor
         Trustee in accordance with the applicable requirements of Section 611.

                  (b) The Trustee may resign at any time with respect to the
         Securities of one or more series by giving written notice thereof to
         the Company. If the instrument of acceptance by a successor Trustee
         required by Section 611 shall not have been delivered to the Trustee
         within 30 days after the giving of such notice of resignation, the
         resigning Trustee may petition any court of competent jurisdiction for
         the appointment of a successor Trustee with respect to the Securities
         of such series. If the acceptance of appointment is substantially
         contemporaneous with the resignation, then the notice called for by the
         first sentence of this subsection may be combined with the instrument
         called for by Section 611.

                  (c) The Trustee may be removed at any time with respect to the
         Securities of any series by Act of the Holders of a


<PAGE>
                                      -47-


majority in principal amount of the Outstanding Securities of such series
delivered to the Trustee and to the Company.

                  (d) If at any time:

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

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

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

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

                  (e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, with respect to the Securities of one or more series, the Company, by
a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and shall comply with
the applicable requirements of Section 611. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
611, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor appointed by the Company. If no
successor Trustee with respect to


<PAGE>
                                      -48-


the Securities of any series shall have been so appointed by the Company or the
Holders and accepted appointment in the manner required by Section 611, any
Holder who has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

                  (f) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
by mailing written notice of such event by first-class mail, postage prepaid, to
all Holders of Securities of such series as their names and addresses appear in
the Security Register. Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.

SECTION 611.   ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

                  (b) In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment
and which (1) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor Trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to


<PAGE>
                                      -49-


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

                  (c) Upon request of any such successor Trustee, the Company
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts
referred to in paragraph (a) or (b) of this section, as the case may be.

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

SECTION 612.   MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

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


<PAGE>
                                      -50-


same effect as if such successor Trustee had itself authenticated such
Securities.

SECTION 613.   PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

                  If and when the Trustee shall be or become a creditor of the
Company (or any other obligor upon the Securities), the Trustee shall be subject
to the provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor). A trustee who has resigned or
been removed shall be subject to the Trust Indenture Act Section 311(a) to the
extent provided therein.


                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY


SECTION 701.   COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

                  The Company will furnish or cause to be furnished to the
Trustee with respect to the Securities of each series

                  (a) semi-annually, not more than fifteen days after each
         Regular Record Date, or, in the case of any series of Securities on
         which semi-annual interest is not payable, not more than fifteen days
         after such semi-annual dates as may be specified by the Trustee, a
         list, in such form as the Trustee may reasonably require, of the names
         and addresses of the Holders as of such Regular Record Date or such
         semi-annual date, as the case may be, 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;

PROVIDED, HOWEVER, that so long as the Trustee is the Security Registrar, no
such list need be furnished.

SECTION 702.   PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

                  (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in Section 701 and the names
and addresses of Holders received by the Trustee in its capacity as Security
Registrar.


<PAGE>
                                      -51-


The Trustee may destroy any list furnished to it as provided in Section 701 upon
receipt of a new list so furnished.

                  (b) If three or more Holders (herein referred to as
"applicants") apply in writing to the Trustee, and furnish to the Trustee
reasonable proof that each such applicant has owned a Security for a period of
at least six months preceding the date of such application, and such application
states that the applicants' desire to communicate with other Holders with
respect to their rights under this Indenture or under the Securities 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 five Business
Days after the receipt of such application, at its election, either

                   (i) afford such applicants access to the information
         preserved at the time by the Trustee in accordance with Section 702(a),
         or

                  (ii) inform such applicants as to the approximate number of
         Holders whose names and addresses appear in the information preserved
         at the time by the Trustee in accordance with Section 702(a), and as to
         the approximate cost of mailing to such Holders 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 Holder whose name and address appear in the information
preserved at the time by the Trustee in accordance with Section 702(a) 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 five days after such tender the Trustee shall mail to
such applicants and file with the Commission, 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 interest of the Holders
or would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, 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 Holders with reasonable promptness after the
entry of such order and the renewal of such


<PAGE>
                                      -52-


tender; otherwise the Trustee shall be relieved of any obligation or duty to
such applicants respecting their application.

                  (c) Every Holder of Securities, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any agent of either of them shall be held accountable by reason of
the disclosure of any such information as to the names and addresses of the
Holders in accordance with Section 702(b), 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 Section
702(b).

                  (d) Subject to Sections 702(a), 702(b), 702(c) and 601, if the
Company or any other person (other than the Trustee) shall desire to communicate
with Holders of Securities to solicit or obtain from them any proxy, consent,
authorization, waiver, approval of a plan of reorganization, arrangement or
readjustment or other action ("Holder Action"), the Trustee shall have no duty
to participate in such communication or solicitation or the processing of
responses in any manner except (i) to furnish the rules and regulations and to
perform the functions referred to in Section 104 and (ii) to receive (A) the
instruments evidencing the Holder Action together with (B) the Officers'
Certificate and Opinion of Counsel referred to below. The Company hereby
covenants that any and all communications and solicitations distributed by it in
connection with any Holder Action will comply in all material respects with
applicable law, including without limitation applicable law concerning adequacy
of disclosure. The Trustee shall have no responsibility for the accuracy or
completeness of any materials circulated to solicit any Holder Action nor for
any related communications nor for the compliance thereof with applicable law.
No Holder Action shall become effective until the Trustee shall have received
from the Company or other person who solicited the Holder Action (1) the
instruments evidencing such Holder Action (2) (x) (in the case of Holder Action
solicited by the Company or the representative of the Company's estate if the
Company is the debtor in any bankruptcy or other insolvency proceeding) an
Officers' Certificate and (y) (in all cases) an Opinion of Counsel, each
specifying the Holder Action taken and stating that such Holder Action has been
duly and validly taken in compliance with this Indenture in all material
respects. Such Officers' Certificate, if any, shall also certify that (after
giving effect to such Holder Action) no Event of Default or event or condition
which, with notice or lapse of time or both, would become an Event of Default
has occurred and is continuing or has not been waived.

                  (e) The Depositary may grant proxies and otherwise authorize
its participants which own the Global Securities to give or take any Act which a
Holder is entitled to take under the In-


<PAGE>
                                      -53-


denture; PROVIDED, HOWEVER, that the Depositary has delivered a list of such
participants to the Trustee.

SECTION 703.   REPORTS BY TRUSTEE.

                  (a) Within 60 days after May 15 of each year commencing with
the first May 15 following the date of this Indenture, the Trustee shall
transmit by mail to all Holders, as their names and addresses appear in the
Security Register, a brief report dated as of such May 15, to the extent
required by Section 313(a) of the Trust Indenture Act.

                  (b) The trustee shall comply with Sections 313(b) and 313(c)
of the Trust Indenture Act.

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

SECTION 704.   REPORTS BY COMPANY.

                  The Company shall:

                  (1) file with the Trustee, within 15 days after the Company is
         required to file the same with the Commission, copies of the annual
         reports and of the information, documents and other reports (or copies
         of such portions of any of the foregoing as the Commission may from
         time to time by rules and regulations prescribe) which the Company may
         be required to file with the Commission pursuant to Section 13 or
         Section 15(d) of the Securities Exchange Act of 1934; or, if the
         Company is not required to file information, documents or reports
         pursuant to either of said sections, then it shall file with the
         Trustee and the Commission, in accordance with rules and regulations
         prescribed from time to time by the Commission, such of the
         supplementary and periodic information, documents and reports which may
         be required pursuant to Section 13 of the Securities Exchange Act of
         1934 in respect of a security listed and registered on a national
         securities exchange as may be prescribed from time to time in such
         rules and regulations; and

                  (2) file with the Trustee and the Commission, in accordance
         with the rules and regulations prescribed from time to time by the
         Commission, such additional information, documents and reports with
         respect to compliance by the Company with the conditions and covenants
         of this Indenture as may be required from time to time by such rules
         and regulations.

<PAGE>
                                      -54-



                                  ARTICLE EIGHT

                              SUCCESSOR CORPORATION


SECTION 801.   WHEN COMPANY MAY MERGE OR TRANSFER ASSETS.

                  The Company shall not consolidate with or merge with or into
any other person (other than a Subsidiary) or convey, transfer, sell or lease
its properties and assets substantially as an entirety to any person (other than
a Subsidiary), permit any person (other than a Subsidiary) to consolidate with
or merge into the Company, or permit any person (other than a Subsidiary) to
convey, transfer, sell or lease that person's properties and assets
substantially as an entirety to the Company, unless:

                  (1) either (a) the Company shall be the surviving person or
         (b) the person (if other than the Company) formed by such consolidation
         or into which the Company is merged or the person which acquires by
         conveyance, transfer or lease the properties and assets of the Company
         substantially as an entirety is an entity organized and existing under
         the laws of the United States of America (including any State thereof
         or the District of Columbia), the United Kingdom, the Cayman Islands,
         Bermuda or any country which is, on the date of this Indenture, a
         member of the Organization of Economic Cooperation and Development or
         the European Union and shall expressly assume, by an indenture
         supplemental hereto, executed and delivered to the Trustee, in form
         reasonably satisfactory to the Trustee, all of the obligations of the
         Company under the Securities and this Indenture;

                  (2) immediately after giving effect to such transaction, no
         Event of Default, and no event that, after notice or lapse of time or
         both, would become an Event of Default, shall have occurred and be
         continuing; and

                  (3) the Company shall have delivered to the Trustee an
         Officers' Certificate stating that such consolidation, merger,
         conveyance, transfer, sale or lease and, if a supplemental indenture is
         required in connection with such transaction, such supplemental
         indenture, comply with this Section 801 and that all conditions
         precedent herein provided for relating to such transaction have been
         satisfied.

                  The successor person formed by such consolidation or into
which the Company is merged or the successor person to which such conveyance,
transfer, sale or lease is made shall succeed to, and be substituted for, and
may exercise every right and power of, the Company under this Indenture with the
same effect as if such successor had been named as the Company herein; and



<PAGE>
                                      -55-


thereafter, the Company shall be discharged from all obligations and covenants
under this Indenture and the Securities. Subject to Section 903, the Company,
the Trustee and the successor person shall enter into a supplemental indenture
to evidence the succession and substitution of such successor person and such
discharge and release of the Company.


                                  ARTICLE NINE

                      AMENDMENTS & SUPPLEMENTAL INDENTURES


SECTION 901.   AMENDMENTS OR SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

                  The Company, when authorized by a Board Resolution, and the
Trustee, at any time and from time to time, may amend or supplement this
Indenture or the Securities without the consent of any Holder, so long as such
changes, other than those in clause (2), do not materially and adversely affect
the interests of the Holder:

                  (1) to cure any ambiguity, omission, defect or inconsistency;

                  (2) to make any modifications or amendments that do not, in
the good faith opinion of the Company's Board of Directors and the Trustee,
adversely affect the interests of the Holders in any material respect;

                  (3) to provide for the assumption of the Company's obligations
under this Indenture by a successor upon any merger, consolidation or asset
transfer as permitted by and in compliance with Article Eight of this Indenture;

                  (4) to provide any security for or additional guarantees of
the Securities;

                  (5) to add Events of Default with respect to the Securities;
or

                  (6) to add to the Company's covenants for the benefit of the
Holders or to surrender any right or power conferred upon the Company by this
Indenture;

                  (7) to make any change necessary for the registration of the
Securities under the Securities Act or to comply with the TIA, or any amendment
thereto, or to comply with any requirement of the SEC in connection with the
qualification of the Indenture under the TIA, provided that such modification or
amendment does


<PAGE>
                                      -56-


not, in the good faith opinion of the Company's Board of Directors and the
Trustee, adversely affect the interests of the Holders of the Securities in any
material respect; or

                  (8) to provide for uncertificated Securities in addition to or
in place of certificated Securities or to provide for bearer Securities; or

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

                  (10) to change or eliminate any of the provisions of this
Indenture, PROVIDED that any such change or elimination shall become effective
only when there is no Security Outstanding of any series created prior to the
execution of such supplemental indenture which is entitled to the benefit of
such provision; or

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

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

SECTION 902.   AMENDMENTS OR SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

                  With the written consent of the Holders of not less than a
majority in aggregate principal amount of the Securities at the time Outstanding
of all series affected by such amendment or supplement (taken together as one
class), the Company, when authorized by a Board Resolution, and the Trustee, at
any time and from time to time, may amend or supplement this Indenture or the
Securities. However, without the consent of each Holder affected, an amendment
to this Indenture or the Securities may not:

                  (1) change the Stated Maturity of the principal of, or any
premium on, or any installment of interest with respect to the Securities;

                  (2) reduce the principal amount of, or the rate of interest
on, or any premium payable upon the redemption of, the Securities;

<PAGE>
                                      -57-


                  (3) change the currency of payment of principal of or interest
on the Securities;

                  (4) change the redemption provisions, if any, of any
Securities in any manner adverse to the holders of such Securities;

                  (5) impair the right to institute suit for the enforcement of
any payment on or with respect to the Securities;

                  (6) modify the subordination provisions hereof in any manner
which adversely affects the Holders;

                  (7) reduce the above-stated percentage of Holders of the
Securities of any series necessary to modify or amend this Indenture;

                  (8) modify the foregoing requirements or reduce the percentage
of Outstanding Securities necessary to waive any covenant or past default; and

                  (9) if the Securities are convertible, adversely affect the
right to convert the Securities into Ordinary Shares in accordance with the
provisions of this Indenture.

                  It shall not be necessary for any Act of the Holders under
this Section 902 to approve the particular form of any proposed amendment or
supplemental indenture, but it shall be sufficient if such Act approves the
substance thereof.

                  After an amendment or supplemental indenture under this
Section 902 becomes effective, the Company shall mail to each Holder a notice
briefly describing the amendment or supplemental indenture.

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

SECTION 903.   EXECUTION OF SUPPLEMENTAL INDENTURES.

                  The Trustee shall sign any supplemental indenture authorized
pursuant to this article if the amendment contained therein does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. If it does,
the Trustee may, but


<PAGE>
                                      -58-


need not, sign such supplemental indenture. In executing, or accepting the
additional trusts created by, any supplemental indenture permitted by this
article or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, and (subject to Section 601) shall be
fully protected in relying upon, an Officers' Certificate and an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture.

SECTION 904.   EFFECT OF SUPPLEMENTAL INDENTURES.

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

SECTION 905.   CONFORMITY WITH TRUST INDENTURE ACT.

                  Every supplemental indenture executed pursuant to this article
shall conform to the requirements of the Trust Indenture Act as then in effect.

SECTION 906.   REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

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


                                   ARTICLE TEN

                                    COVENANTS


SECTION 1001.  PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

                  The Company covenants and agrees for the benefit of each
series of Securities that it will duly and punctually pay the principal of (and
premium, if any) and interest on the Securities of that series in accordance
with the terms of the Securities and this Indenture. At the option of the
Company, payment


<PAGE>
                                      -59-


of principal (and premium, if any) and interest may be made by wire transfer or
(subject to collection) by check mailed to the address of the Person entitled
thereto at such address as shall appear in the Security Register.

SECTION 1002.  MAINTENANCE OF OFFICE OR AGENCY.

                  The Company will maintain in each Place of Payment for any
series of Securities an office or agency where Securities of that series may be
presented or surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities of that
series and this Indenture may be served. The Company hereby initially appoints
the Trustee its office or agency for each of said purposes. The Company will
give prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee, and the
Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

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

SECTION 1003.  MONEY FOR SECURITIES; PAYMENTS TO BE HELD IN TRUST.

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

<PAGE>
                                      -60-


                  Whenever the Company shall have one or more Paying Agents for
any series of Securities, it will, on or prior to each due date of the principal
of (and premium, if any) or interest on any Securities of that series, deposit
with a Paying Agent a sum sufficient to pay the principal (and premium, if any)
or interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its action
or failure so to act.

                  The Company will cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this section, that such Paying Agent will:

                  (1) hold all sums held by it for the payment on the principal
         of (and premium, if any) or interest on Securities of that series in
         trust for the benefit of the Persons entitled thereto until such sums
         shall be paid to such Persons or otherwise disposed of as herein
         provided;

                  (2) give the Trustee notice of any default by the Company (or
         any other obligor upon the Securities of that series) in the making of
         any payment of principal (and premium, if any) or interest on the
         Securities of that series; and

                  (3) at any time during the continuance of any such default,
         upon the written request of the Trustee, forthwith pay to the Trustee
         all sums so held in trust by such Paying Agent.

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

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


<PAGE>
                                      -61-


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

                  The Company shall have no obligation to make payment of
principal of (or premium, if any) or interest on any Security in immediately
available funds, except that if the Company shall have received original payment
for Securities in immediately available funds it shall make available
immediately available funds for payment of the principal of such Securities.

SECTION 1004.  CORPORATE EXISTENCE.

                  Subject to Article Eight, the Company will do or cause to be
done all things necessary to preserve and keep in full force and effect its
corporate existence, rights (charter and statutory) and franchises; PROVIDED,
HOWEVER, that the Company shall not be required to preserve any such right or
franchise if the Board of Directors shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company and
that the loss thereof is not disadvantageous in any material respect to the
Holders.

SECTION 1005.  MAINTENANCE OF PROPERTIES.

                  The Company will use its reasonable efforts to cause all
material properties used or useful in the conduct of its business to be
maintained and kept in good condition, repair and working order (subject to wear
and tear) and supplied with all necessary material equipment and will use its
reasonable efforts to cause to be made all necessary material repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; PROVIDED,
HOWEVER, that nothing in this section shall prevent the Company from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of
its business and not disadvantageous in any material respect to the Holders.

<PAGE>
                                      -62-


SECTION 1006.  STATEMENT BY OFFICERS AS TO DEFAULT.

                  The Company will deliver to the Trustee, within 120 days after
the end of each fiscal year of the Company ending after the date hereof, a
certificate of the principal executive officer, principal financial officer or
principal accounting officer of the Company stating whether or not to the best
knowledge of the signers thereof the Company is in default in the performance
and observance of any of the terms, provisions and conditions of this Indenture,
and if the Company shall be in default, specifying all such defaults and the
nature and status thereof of which they may have knowledge.

SECTION 1007.  WAIVER OF CERTAIN COVENANTS.

                  The Company may omit in any particular instance to comply with
any term, provision or condition set forth in Section 1006 if before or after
the time for such compliance the Holders of at least a majority in principal
amount of the Outstanding Securities (taken together as one class) shall, by Act
of such Holders, either waive such compliance in such instance or generally
waive compliance with such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company and the duties of the Trustee in respect of any such term,
provision or condition shall remain in full force and effect.


                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES


SECTION 1101.  APPLICABILITY OF ARTICLE.

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

SECTION 1102.  ELECTION TO REDEEM; NOTICE TO TRUSTEE.

                  The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution. In case of any redemption at the election of
the Company of less than all the Securities of any series, the Company shall, at
least 45 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Securities of such series to be
redeemed, such notice to be accompanied by a written


<PAGE>
                                      -63-


statement signed by an authorized officer of the Company stating that no
defaults in the payment of interest or Events of Default with respect to the
Securities of that series have occurred (which have not been waived or cured).
In the case of any redemption of Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee an Officers'
Certificate evidencing compliance with such restriction.

SECTION 1103.  SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

                  If less than all the Securities of any series are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, by such method
as the Trustee in its sole discretion shall deem fair and appropriate and which
may provide for the selection or redemption of portions (equal to the minimum
authorized denomination for Securities of that series or any integral multiple
thereof) of the principal amount of Securities of such series of a denomination
larger than the minimum authorized denomination for Securities of that series.

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

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

SECTION 1104.  NOTICE OF REDEMPTION.

                  Notice of redemption shall be given by first-class mail,
postage prepaid, mailed not less than 30 nor more than 60 days prior to the
Redemption Date, to each Holder of Securities to be redeemed, at his address
appearing in the Security Register. Any notice which is mailed in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not such Holder receives the notice. Failure to give notice by mail, or any
defect in the notice to any such Holder in respect of any Security, shall not
affect the validity of the proceedings for the redemption of any other Security.

                  All notices of redemption shall state:

                  (1) the Redemption Date,

<PAGE>
                                      -64-


                  (2) the Redemption Price and any accrued interest,

                  (3) if less than all the Outstanding Securities of any series
         are to be redeemed, the identification (and, in the case of partial
         redemption, the principal amounts) of the particular Securities to be
         redeemed,

                  (4) that on the Redemption Date the Redemption Price and any
         accrued interest will become due and payable upon each such Security to
         be redeemed together with accrued interest thereon and, if applicable,
         that interest thereon will cease to accrue on and after said date,

                  (5) the place or places where such Securities are to be
         surrendered for payment of the Redemption Price and any accrued
         interest,

                  (6) that the redemption is for a sinking fund, if such is the
         case, and

                  (7) the CUSIP number and, if applicable, the ISIN number, of
         the Securities being redeemed.

                  Notice of redemption of Securities to be redeemed at the
election of the Company shall be given by the Company or, at the Company's
request, by the Trustee in the name and at the expense of the Company.

SECTION 1105.  DEPOSIT OF REDEMPTION PRICE.

                  On or prior to any Redemption Date, the Company shall deposit
with the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 1003) an amount
of money, in funds immediately available on the due date, sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, all the Securities which are to be redeemed
on that date.

SECTION 1106.  SECURITIES PAYABLE ON REDEMPTION DATE.

                  Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified together with accrued interest
thereon, and from and after such date (unless the Company shall default in the
payment of the Redemption Price and accrued interest) such Securities shall
cease to bear interest. Upon surrender of any such Security for redemption in
accordance with said notice, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest to the Redemption Date;
PROVIDED, HOWEVER, that


<PAGE>
                                      -65-


installments of interest whose Stated Maturity is on the Redemption Date shall
be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.

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

                  The Trustee shall not redeem any Securities of any series
pursuant to this article (unless all Outstanding Securities of such series are
to be redeemed) or mail or give any notice of redemption of Securities during
the continuance of an Event of Default hereunder known to the Trustee with
respect to such series, except that, where the mailing of notice of redemption
of any Securities shall theretofore have been made, the Trustee shall redeem or
cause to be redeemed such Securities, provided that it shall have received from
the Company a sum sufficient for such redemption. Except as aforesaid, any
moneys theretofore or thereafter received by the Trustee shall, during the
continuance of such Event of Default, be deemed to have been collected under
Article Five and held for the payment of all such Securities of such series. In
case such Event of Default shall have been waived as provided in Section 513 or
the default cured on or before the sixtieth day preceding the Redemption Date,
such moneys shall thereafter be applied in accordance with the provisions of
this article.

SECTION 1107.  SECURITIES REDEEMED IN PART.

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

<PAGE>
                                      -66-



                                 ARTICLE TWELVE

                                  SINKING FUNDS


SECTION 1201.  APPLICABILITY OF ARTICLE.

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

                  The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is herein referred to as a "mandatory
sinking fund payment," and any payment in excess of such minimum amount provided
for by the terms of Securities of any series is herein referred to as an
"optional sinking fund payment." If provided for by the terms of Securities of
any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 1202. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.

SECTION 1202.  SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

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

SECTION 1203.  REDEMPTION OF SECURITIES FOR SINKING FUND.

                  Not less than 60 days prior to each sinking fund payment date
for any series of Securities, the Company (1) will deliver to the Trustee an
Officers' Certificate (A) stating that no defaults in the payment of interest or
Events of Default with respect to Securities of that series have occurred (which
have not been waived or cured), (B) specifying the amount of the next ensuing
sinking fund payment for that series pursuant to the terms


<PAGE>
                                      -67-


of Securities of that series, (C) stating whether or not the Company intends to
exercise its right, if any, to make an optional sinking fund payment with
respect to such series on the next ensuing sinking fund payment date and, if so,
specifying the amount of such optional sinking fund payment and (D) specifying
the portion of such sinking fund payment, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities of that series pursuant to Section 1202 and
(2) will also deliver to the Trustee any Securities to be so delivered. Not less
than 30 days before each such sinking fund payment date the Trustee shall select
the Securities of such series to be redeemed upon such sinking fund payment date
in the manner specified in Section 1103 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1105, 1106 and 1107. Failure of the Company, on or before any
such 60th day, to deliver such Officers' Certificate and Securities specified in
this section, if any, shall not constitute a default but shall constitute, on
and as of such date, the irrevocable election of the Company (a) that the
mandatory sinking fund payment for such series due on the next succeeding
sinking fund payment date shall be paid entirely in cash without the option to
deliver or credit Securities of such series in respect thereof and (b) that the
Company will make no optional sinking fund payment with respect to Securities of
such series as provided in this article.

                  The Trustee shall not redeem or cause to be redeemed any
Security of a series with sinking fund moneys or mail any notice of redemption
of Securities of such series by operation of the sinking fund during the
continuance of a default in payment of interest on such Securities or of any
Event of Default with respect to such series except that, where the mailing of
notice of redemption of any Securities shall therefore have been made, the
Trustee shall redeem or cause to be redeemed such Securities, provided that it
shall have received from the Company a sum sufficient for such redemption.
Except as aforesaid, any moneys in the sinking fund for such series at the time
when any such default or Event of Default shall occur, and any moneys thereafter
paid into the sinking fund, shall, during the continuance of such default or
Event of Default, be deemed to have been collected under Article Five and held
for the payment of all such Securities of such series. In case such Event of
Default shall have been waived as provided in Section 513 or the default cured
on or before the 60th day preceding the sinking fund payment date, such moneys
shall thereafter be applied on the next succeeding sinking fund payment date in
accordance with this section to the redemption of such Securities.

<PAGE>
                                      -68-


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

<PAGE>
                                      -69-



                                ARTICLE THIRTEEN

                                  SUBORDINATION


SECTION 1301.  AGREEMENT TO SUBORDINATE.

                  (a) The Company covenants and agrees, and each Holder of
Securities issued hereunder by such Holder's acceptance thereof likewise
covenants and agrees, that (except as otherwise specified as contemplated by
Section 301 for Securities of any series) all Securities shall be issued subject
to the provisions of this article; and each Holder of a Security, whether upon
original issue or upon transfer or assignment thereof, accepts and agrees to be
bound by such provisions.

                  (b) The payment by the Company of the principal of, and
interest on, the Securities issued hereunder shall, to the extent and in the
manner hereinafter set forth, be subordinated and junior in right of payment to
the prior payment in full of all Senior Indebtedness of the Company, whether
outstanding at the date of this Indenture or thereafter incurred.

                  (c) No provision of this article shall prevent the occurrence
of any default or Event of Default hereunder.

SECTION 1302.  DEFAULT ON SENIOR INDEBTEDNESS.

                  (a) No direct or indirect payment by or on behalf of the
Company of principal of, premium, if any, or interest on the Securities, whether
pursuant to the terms of the Securities or upon acceleration, by way of
repurchase, redemption, defeasance or otherwise, will be made if, at the time of
such payment, there exists a default in the payment when due of all or any
portion of the obligations under or in respect of any Senior Indebtedness,
whether at maturity, on account of mandatory redemption or prepayment,
acceleration or otherwise, and such default shall not have been cured or waived
or the benefits of this sentence waived by or on of the holders of Senior
Indebtedness.

                  (b) In addition, during the continuance of any non-payment
default or non-payment event of default with respect to any Senior Indebtedness
pursuant to which the maturity thereof may be accelerated, and upon receipt by
the Trustee of written notice (a "PAYMENT BLOCKAGE NOTICE") from a holder or
holders of such Senior Indebtedness or the trustee or agent acting on behalf of
such Senior Indebtedness, then, unless and until such default or event of
default has been cured or waived or has ceased to ex-


<PAGE>
                                      -70-


ist or such Senior Indebtedness has been discharged or repaid in full in cash,
or the requisite holders of such Senior Indebtedness have otherwise agreed in
writing, no payment of any kind or character with respect to any principal of or
interest on or distribution will be made by or on behalf of the Company on
account of or with respect to the Securities, during a period (a "PAYMENT
BLOCKAGE PERIOD") commencing on the date of receipt of such Payment Blockage
Notice by the Trustee and ending 179 days thereafter.

                  Notwithstanding anything herein to the contrary, (x) in no
event will a Payment Blockage Period extend beyond 179 days from the date the
Payment Blockage Notice in respect thereof was given and (y) there must be 180
days in any 360-day period during which no Payment Blockage Period is in effect.
Not more than one Payment Blockage Period may be commenced with respect to the
Securities during any period of 360 consecutive days. No default or event of
default that existed or was continuing on the date of commencement of any
Payment Blockage Period with respect to the Senior Indebtedness initiating such
Payment Blockage Period may be, or be made, the basis for the commencement of
any other Payment Blockage Period by the holder or holders of such Senior
Indebtedness or the trustee or agent acting on behalf of such Senior
Indebtedness, whether or not within a period of 360 consecutive days, unless
such default or event of default has been cured or waived for a period of not
less than 90 consecutive days.

                  (c) In the event that, notwithstanding the foregoing, any
payment shall be received by the Trustee when such payment is prohibited by the
preceding paragraph of this section, such payment shall be held in trust for the
benefit of, and shall be paid over or delivered to, the holders of Senior
Indebtedness or their respective representatives, or to the trustee or trustees
under any indenture pursuant to which any instruments evidencing such Senior
Indebtedness may have been issued, as their respective interests may appear, as
calculated by the Company, to the extent necessary to pay such Senior
Indebtedness in full, in cash, after giving effect to any concurrent payment or
distribution to or for the benefit of the holders of such Senior Indebtedness,
before any payment or distribution is made to the Holders or to the Trustee.

SECTION 1303.  LIQUIDATION; DISSOLUTION; BANKRUPTCY.

                  (a) Upon any distribution of assets of the Company of any kind
or character, whether in cash, property or securities, to creditors upon any
total or partial dissolution, winding-up, liquidation or reorganization of the
Company, whether voluntary or involuntary, assignment for the benefit of
creditors or marshalling of the Company's assets, or in bankruptcy, insolvency,
receivership or other similar proceedings, whether voluntary or


<PAGE>
                                      -71-


involuntary, all principal, premium, if any, and interest due or to become due
to all Senior Indebtedness of the Company shall first be paid in full in cash,
or such payment duly provided for to the satisfaction of the holders of the
Senior Indebtedness, before the Holders are entitled to receive or retain any
payment; and upon any such dissolution or winding-up or liquidation or
reorganization, any payment by the Company, or distribution of assets of the
Company of any kind or character whether in cash, property or securities, which
the Holders or the Trustee would be entitled to receive from the Company, except
for the provisions of this article, shall be paid by the Company or by any
receiver, trustee in bankruptcy, liquidating trustee, agent or other Person
making such payment or distribution, or by the Holders or by the Trustee under
this Indenture if received by them or it, directly to the holders of Senior
Indebtedness of the Company or their respective representatives, or to the
trustee or trustees under any indenture pursuant to which any instruments
evidencing such Senior Indebtedness may have been issued, as their respective
interests may appear, as calculated by the Company, to the extent necessary to
pay such Senior Indebtedness in full in cash, or such payment duly provided for
to the satisfaction of the holders of the Senior Indebtedness, after giving
effect to any concurrent payment or distribution to or for the benefit of the
holders of such Senior Indebtedness, before any payment or distribution is made
to the Holders or to the Trustee.

                  (b) In the event that, notwithstanding the foregoing, any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, prohibited by the foregoing, shall be
received by the Trustee before all Senior Indebtedness of the Company is paid in
full, or provision is made for such payment in money in accordance with its
terms, such payment or distribution shall be held in trust for the benefit of,
and shall be paid over or delivered to, the holders of such Senior Indebtedness
or their respective representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing such Senior Indebtedness
may have been issued, as their respective interests may appear, as calculated by
the Company, to the extent necessary to pay such Senior Indebtedness in full, in
cash, after giving effect to any concurrent payment or distribution to or for
the benefit of the holders of such Senior Indebtedness, before any payment or
distribution is made to the Holders or to the Trustee.

                  (c) For purposes of this article, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this article with respect to
the Securities to the payment of all Senior Indebtedness


<PAGE>
                                      -72-


of the Company that may at the time be outstanding; PROVIDED, HOWEVER, that (i)
such Senior Indebtedness is assumed by the new corporation, if any, resulting
from any such reorganization or readjustment, and (ii) the rights of the holders
of such Senior Indebtedness are not, without the consent of such holders,
altered by such reorganization or readjustment. The amalgamation or
consolidation of the Company with, or the merger of the Company into, another
corporation or the liquidation or dissolution of the Company following the
conveyance or transfer of its properties or assets substantially as an entirety,
to another corporation upon the terms and conditions provided for in Article
Eight of this Indenture shall not be deemed a dissolution, winding-up,
liquidation or reorganization for the purposes of this Section 1303 if such
other corporation shall, as part of such amalgamation, consolidation, merger,
conveyance or transfer, comply with the conditions stated in Article Eight of
this Indenture. Nothing in Section 1302 or in this section shall apply to claims
of, or payments to, the Trustee under or pursuant to Section 607 of this
Indenture.

                  (d) If the Trustee or any Holder of Securities does not file a
proper claim or proof of debt in the form required in any proceeding referred to
above prior to 30 days before the expiration of the time to file such claim in
such proceeding, then the holder of any Senior Indebtedness is hereby
authorized, and has the right, to file an appropriate claim or claims for or on
behalf of such Holder of Securities.

SECTION 1304.  SUBROGATION.

                  (a) Subject to the payment in full of all Senior Indebtedness
of the Company then outstanding, the rights of the Holders shall be subrogated
to the rights of the holders of such Senior Indebtedness to receive payments or
distributions of cash, property or securities of the Company applicable to such
Senior Indebtedness until the principal of and interest on the Securities shall
be paid in full; and, for the purposes of such subrogation, no payments or
distributions to the holders of such Senior Indebtedness of any cash, property
or securities to which the Holders or the Trustee would be entitled except for
the provisions of this article, and no payment over pursuant to the provisions
of this article to or for the benefit of the holders of such Senior Indebtedness
by Holders or the Trustee, shall, as between the Company, its creditors other
than holders of Senior Indebtedness of the Company, and the Holders, be deemed
to be a payment by the Company to or on account of such Senior Indebtedness. It
is understood that the provisions of this article are and are intended solely
for the purposes of defining the relative rights of the Holders, on the one
hand, and the holders of such Senior Indebtedness, on the other hand.

<PAGE>
                                      -73-


                  (b) Nothing contained in this article or elsewhere in this
Indenture or in the Securities is intended to or shall impair, as between the
Company, its creditors other than the holders of Senior Indebtedness of the
Company, and the Holders, the obligation of the Company, which is absolute and
unconditional, to pay to the Holders the principal of and interest on the
Securities as and when the same shall become due and payable in accordance with
their terms, or is intended to or shall affect the relative rights of the
Holders and creditors of the Company other than the holders of Senior
Indebtedness of the Company nor shall anything herein or therein prevent the
Trustee or any Holder of Securities from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this article of the holders of such Senior Indebtedness in
respect of cash, property or securities of the Company received upon the
exercise of any such remedy.

                  (c) Upon any payment or distribution of assets of the Company
referred to in this article, the Trustee, subject to the provisions of Section
601 of this Indenture, and the Holders shall be entitled to rely conclusively
upon any order or decree made by any court of competent jurisdiction in which
such dissolution, winding-up, liquidation or reorganization proceedings are
pending, or a certificate of the receiver, trustee in bankruptcy, liquidation
trustee, agent or other Person making such payment or distribution, delivered to
the Trustee or the Holders, for the purposes of ascertaining the Persons
entitled to participate in such distribution, the holders of Senior Indebtedness
and other indebtedness of the Company the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this article.

SECTION 1305.  TRUSTEE TO EFFECTUATE SUBORDINATION

                  Each Holder of Securities by such Holder's acceptance thereof
authorizes and directs the Trustee on such Holder's behalf to take such action
as may be necessary or appropriate to effectuate the subordination provided in
this article and appoints the Trustee such Holder's attorney-in-fact for any and
all such purposes.

SECTION 1306.  NOTICE BY THE COMPANY.

                  (a) The Company shall give prompt written notice to a
Responsible Officer of the Trustee of any fact known to the Company that would
prohibit the making of any payment of monies to or by the Trustee in respect of
the Securities pursuant to the provisions of this article. Notwithstanding the
provisions of this article or any other provision of this Indenture, the Trustee
shall not be charged with knowledge of the existence of any facts that would
prohibit the making of any payment of monies to


<PAGE>
                                      -74-


or by the Trustee in respect of the Securities pursuant to the provisions of
this article, unless and until a Responsible Officer of the Trustee shall have
received written notice thereof from the Company or a Holder or holders of
Senior Indebtedness or from any representative or trustee therefor; and before
the receipt of any such written notice, the Trustee, subject to the provisions
of Section 601 of this Indenture, shall be entitled in all respects to assume
that no such facts exist; PROVIDED, HOWEVER, that if the Trustee shall not have
received the notice provided for in this section at least two Business Days
prior to the date upon which by the terms hereof any money may become payable
for any purpose (including, without limitation, the payment of the principal of
or interest on any Security), then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive such
money and to apply the same to the purposes for which such money was received,
and shall not be affected by any notice to the contrary that may be received by
it within two Business Days prior to such date.

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

SECTION 1307.  RIGHTS OF THE TRUSTEE; HOLDERS OF SENIOR INDEBTEDNESS.

                  (a) The Trustee in its individual capacity shall be entitled
to all the rights set forth in this article in respect of any Senior
Indebtedness at any time held by it, to the same extent as any other holder of
Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of
any of its rights as such holder.

<PAGE>
                                      -75-


                  (b) With respect to the holders of Senior Indebtedness of
the Company, the Trustee undertakes to perform or to observe only such of its
covenants and obligations as are specifically set forth in this article and no
implied covenants or obligations with respect to the holders of such Senior
Indebtedness shall be read into this Indenture against the Trustee. The Trustee
shall not be deemed to owe any fiduciary duty to the holders of such Senior
Indebtedness and, subject to the provisions of Section 601 of this Indenture,
the Trustee shall not be liable to any holder of such Senior Indebtedness if it
shall pay over or deliver to Holders, the Company or any other Person money or
assets to which any holder of such Senior Indebtedness shall be entitled by
virtue of this article or otherwise.

SECTION 1308.  SUBORDINATION MAY NOT BE IMPAIRED.

                  (a) No right of any present or future holder of any Senior
Indebtedness of the Company to enforce subordination as herein provided shall at
any time in any way be prejudiced or impaired by any act or failure to act on
the part of the Company or by any act or failure to act, in good faith, by any
such holder, or by any noncompliance by the Company with the terms, provisions
and covenants of this Indenture, regardless of any knowledge thereof that any
such holder may have or otherwise be charged with.

                  (b) Without in any way limiting the generality of the
foregoing paragraph, the holders of Senior Indebtedness of the Company may, at
any time and from time to time, without the consent of or notice to the Trustee
or the Holders, without incurring responsibility to the Holders and without
impairing or releasing the subordination provided in this article or the
obligations hereunder of the Holders to the holders of such Senior Indebtedness,
do any one or more of the following: (i) change the manner, place or terms of
payment or extend the time of payment of, or renew or alter, such Senior
Indebtedness, or otherwise amend or supplement in any manner such Senior
Indebtedness or any instrument evidencing the same or any agreement under which
such Senior Indebtedness is outstanding; (ii) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing such
Senior Indebtedness; (iii) release any Person liable in any manner for the
collection of such Senior Indebtedness; and (iv) exercise or refrain from
exercising or waive any rights against the Company and any other Person.

                  (c) Each present and future holder of Senior Indebtedness
shall be entitled to the benefit of the provisions of this article
notwithstanding that such holder is not a party to this Indenture.

<PAGE>
                                      -76-


SECTION 1309.  ARTICLE APPLICABLE TO PAYING AGENTS.

                  In case at any time any Paying Agent other than the Trustee
shall have been appointed by the Company and be then acting hereunder, the term
"Trustee" as used in this article shall in such case (unless the context
otherwise requires) be construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if such Paying Agent
were named in this article in addition to or in place of the Trustee; PROVIDED,
HOWEVER, that this section shall not apply to the Company or any Affiliate of
the Company if it or such Affiliate acts as Paying Agent.

SECTION 1310.  DEFEASANCE OF THIS ARTICLE.

                  Notwithstanding anything contained herein to the contrary,
payments from cash or the proceeds of United States Government Obligations held
in trust under Article Four hereof by the Trustee (or other qualifying trustee)
and which were deposited in accordance with the terms of Article Four hereof and
not in violation of Section 1302 hereof for the payment of principal of and
interest on the Securities shall not be subordinated to the prior payment of any
Senior Indebtedness or subject to the restrictions set forth in this article,
and none of the Holders shall be obligated to pay over any such amount to the
Company or any holder of Senior Indebtedness or any other creditor of the
Company.

SECTION 1311.  SUBORDINATION LANGUAGE TO BE INCLUDED IN SECURITIES.

                  Each Security shall contain a subordination provision which
will be substantially in the following form:

                  "The Securities are subordinated in right of payment, in the
manner and to the extent set forth in the Indenture, to the prior payment in
full of all Senior Indebtedness (as defined in the Indenture, or as set forth in
one or more indentures supplemental hereto, a Board Resolution in accordance
with Section 301 of the Indenture or in this Security). Each Holder by accepting
a Security agrees to such subordination and authorizes the Trustee to give it
affect."



<PAGE>





                  IN WITNESS WHEREOF, XL CAPITAL LTD has caused this Indenture
to be duly executed as a deed the day and year first before written.

The common seal of )
XL CAPITAL LTD     )
was hereunto       )
affixed in the     )
presence of        )





   /s/ Brian M. O'Hara
------------------------------------------
Name:  Brian M. O'Hara
Title: President & Chief Executive Officer


Witness:

   /s/ Paul S. Giordano
------------------------------------------
Name:  Paul S. Giordano
Title: Executive Vice President,
       General Counsel & Secretary

<PAGE>





                  IN WITNESS WHEREOF, the undersigned, being duly authorized,
has executed this Indenture as of the date first above written.


                                             U.S. BANK NATIONAL ASSOCIATION


                                             By:    /s/ Arthur L. Blakeslee
                                                 ------------------------------
                                                 Name:  Arthur L. Blakeslee
                                                 Title: Assistant Vice President