Exhibit 4.7


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                                 XL CAPITAL LTD


                                       AND


                         U.S. BANK NATIONAL ASSOCIATION,

                                     Trustee

                                   ----------

                                    INDENTURE

                          Dated as of January 23, 2003

                                   ----------


                   Subordinated Deferrable Interest Debentures


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                        CROSS-REFERENCE TABLE
  TIA                                                                 INDENTURE
SECTION                                                                SECTION

  310    (a)(1).......................................................   7.10
         (a)(2).......................................................   7.10
         (a)(3).......................................................   N.A.
         (a)(4).......................................................   N.A.
         (b)..........................................................   7.08;
                                                                         7.10
         (c)..........................................................   N.A.
  311    (a)..........................................................   7.11
         (b)..........................................................   7.11
         (c)..........................................................   N.A.
  312    (a)..........................................................   2.07
         (b)..........................................................   N.A.
         (c)..........................................................   N.A.
  313    (a)..........................................................   7.06
         (b)(1).......................................................   N.A.
         (b)(2).......................................................   7.06
         (c)..........................................................   N.A.
         (d)..........................................................   7.06
  314    (a)..........................................................   4.02
         (b)..........................................................   N.A.
         (c)(1).......................................................   N.A.
         (c)(2).......................................................   N.A.
         (c)(3).......................................................   N.A.
         (d)..........................................................   N.A.
         (e)..........................................................   11.05
         (f)..........................................................   N.A.
  315    (a)..........................................................   7.01(b)
         (b)..........................................................   7.05
         (c)..........................................................   7.01(a)
         (d)..........................................................   7.01(c)
         (e)..........................................................   6.11
  316    (a)(last sentence)...........................................   N.A.
         (a)(1)(A)....................................................   6.05
         (a)(1)(B)....................................................   6.04
         (a)(2).......................................................   N.A.
         (b)..........................................................   6.07
  317    (a)(1).......................................................   6.08
         (a)(2).......................................................   6.09
         (b)..........................................................   2.06
  318    (a)..........................................................   N.A.

----------
N.A. means Not Applicable.
This Cross-Reference Table does not constitute part of the Indenture

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                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

ARTICLE ONE  DEFINITIONS AND INCORPORATION BY REFERENCE........................1

SECTION 1.01.   Definitions....................................................1
SECTION 1.02.   Other Definitions..............................................4
SECTION 1.03.   Incorporation by Reference of Trust Indenture Act..............4
SECTION 1.04.   Rules of Construction..........................................5

ARTICLE TWO  THE SECURITIES....................................................5

SECTION 2.01.   Forms Generally and Dating.....................................5
SECTION 2.02.   Amount Unlimited; Issuable in Series...........................6
SECTION 2.03.   Denominations..................................................9
SECTION 2.04.   Execution and Authentication..................................10
SECTION 2.05.   Registrar and Paying Agent....................................13
SECTION 2.06.   Paying Agent to Hold Money and Securities in Trust............13
SECTION 2.07.   Securityholder Lists..........................................14
SECTION 2.08.   Transfer and Exchange.........................................14
SECTION 2.09.   Replacement Securities........................................17
SECTION 2.10.   Outstanding Securities........................................18
SECTION 2.11.   Temporary Securities..........................................19
SECTION 2.12.   Cancellation..................................................20
SECTION 2.13.   Payment of Interest; Defaulted Interest.......................20
SECTION 2.14.   Persons Deemed Owners.........................................21
SECTION 2.15.   Securities in Global Form.....................................21
SECTION 2.16.   CUSIP Numbers.................................................23

ARTICLE THREE  REDEMPTION.....................................................23

SECTION 3.01.   Applicability of Article......................................23
SECTION 3.02.   Notices to Trustee............................................23
SECTION 3.03.   Selection of Securities to be Redeemed........................24
SECTION 3.04.   Notice of Redemption..........................................25
SECTION 3.05.   Effect of Notice of Redemption................................26
SECTION 3.06.   Deposit of Redemption Price...................................26
SECTION 3.07.   Securities Redeemed in Part...................................26

ARTICLE FOUR  COVENANTS.......................................................27

SECTION 4.01.   Payment of Securities.........................................27
SECTION 4.02.   SEC Reports...................................................27

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SECTION 4.03.   Compliance Certificate........................................27
SECTION 4.04.   Corporate Existence...........................................28
SECTION 4.05.   Calculation of Original Issue Discount........................28

ARTICLE FIVE  SUCCESSOR CORPORATION...........................................28

SECTION 5.01.   When Company May Merge, etc...................................28

ARTICLE SIX  DEFAULTS AND REMEDIES............................................29

SECTION 6.01.   Events of Default.............................................29
SECTION 6.02.   Acceleration..................................................30
SECTION 6.03.   Other Remedies................................................31
SECTION 6.04.   Waiver of Existing Defaults...................................32
SECTION 6.05.   Control by Majority...........................................32
SECTION 6.06.   Limitation of Suits...........................................32
SECTION 6.07.   Rights of Holders to Receive Payment and to Convert...........33
SECTION 6.08.   Collection Suit by Trustee....................................33
SECTION 6.09.   Trustee May File Proofs of Claim..............................33
SECTION 6.10.   Priorities....................................................34
SECTION 6.11.   Undertaking for Costs.........................................34

ARTICLE SEVEN  TRUSTEE........................................................35

SECTION 7.01.   Duties of Trustee.............................................35
SECTION 7.02.   Rights of Trustee.............................................36
SECTION 7.03.   Individual Rights of Trustee..................................37
SECTION 7.04.   Trustee's Disclaimer..........................................37
SECTION 7.05.   Notice of Defaults............................................37
SECTION 7.06.   Reports by Trustee to Holders.................................38
SECTION 7.07.   Compensation and Indemnity....................................38
SECTION 7.08.   Replacement of Trustee........................................39
SECTION 7.09.   Successor Trustee by Merger, etc..............................40
SECTION 7.10.   Eligibility; Disqualification.................................40
SECTION 7.11.   Preferential Collection of Claims Against Company.............41
SECTION 7.12.   Trustee's Application for Instructions from the Company.......41

ARTICLE EIGHT  DISCHARGE OF INDENTURE.........................................41

SECTION 8.01.   Termination of Company's Obligations..........................41
SECTION 8.02.   Application of Trust Fund.....................................43
SECTION 8.03.   Repayment to Company..........................................43

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ARTICLE NINE  AMENDMENTS, SUPPLEMENTS AND WAIVERS.............................43

SECTION 9.01.   Without Consent of Holders....................................43
SECTION 9.02.   With Consent of Holders.......................................44
SECTION 9.03.   Compliance with the Trust Indenture Act.......................46
SECTION 9.04.   Revocation and Effect of Consents.............................46
SECTION 9.05.   Notation on or Exchange of Securities.........................46
SECTION 9.06.   Trustee to Sign Amendments, etc...............................46

ARTICLE TEN  SUBORDINATION....................................................47

SECTION 10.01.  Subordination Terms...........................................47

ARTICLE ELEVEN  MISCELLANEOUS.................................................47

SECTION 11.01.  Trust Indenture Act Controls..................................47
SECTION 11.02.  Notices.......................................................47
SECTION 11.03.  Communication by Holders with Other Holders...................48
SECTION 11.04.  Certificate and Opinion as to Conditions Precedent............49
SECTION 11.05.  Statements Required in Certificate or Opinion.................49
SECTION 11.06.  When Treasury Securities Disregarded..........................50
SECTION 11.07.  Rules by Trustee and Agents...................................50
SECTION 11.08.  Legal Holidays................................................50
SECTION 11.09.  Governing Law.................................................50
SECTION 11.10.  No Adverse Interpretation of Other Agreements.................50
SECTION 11.11.  No Recourse Against Others....................................51
SECTION 11.12.  Successors....................................................51
SECTION 11.13.  Duplicate Originals...........................................51
SECTION 11.14.  Table of Contents, Headings, Etc..............................51
SECTION 11.15.  Acts of Holders...............................................51
SECTION 11.16.  Assignment....................................................53

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              INDENTURE dated as of January 23, 2003, between XL CAPITAL LTD, a
Cayman Islands exempted limited company ("Company"), and U.S. BANK NATIONAL
ASSOCIATION, a national banking association ("Trustee").

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

              Each party agrees as follows for the benefit of the other party
and for the equal and ratable benefit of the respective Holders from time to
time of Securities or of a series thereof:


                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE


SECTION 1.01.        DEFINITIONS.

              AFFILIATE of any Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such Person.

              AGENT means any Registrar, Paying Agent or co-Registrar. See
Section 2.05.

              BOARD OF DIRECTORS means the Board of Directors of the Company or
any authorized committee thereof.

              BUSINESS DAY means any day which is not a Legal Holiday.

              COMPANY means the party named as such in this Indenture until a
successor replaces it pursuant to the applicable provisions of this Indenture
and thereafter means the successor.

              HOLDER OR SECURITYHOLDER means the person in whose name a Security
is registered on the Registrar's books.

              INDENTURE means this Indenture as amended or supplemented from
time to time and, unless the context indicates oth-

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erwise, shall include the form and terms of a particular series of Securities
established as contemplated hereunder.

              INTEREST, when used with respect to an Original Issue Discount
Security which by its terms bears interest only after maturity or upon default
in any other payment due on such Security, means interest payable after maturity
or upon such default, as the case may be.

              INTEREST PAYMENT DATE means the date, if any, specified in the
Securities of any series as the fixed date on which any installment of interest
on the Securities of that series is due and payable.

              OFFICER means the Chairman of the Board, the President, any Vice
President, the Treasurer or the Secretary of the Company.

              OFFICERS' CERTIFICATE means a certificate signed by two Officers
or by an Officer and an Assistant Treasurer or an Assistant Secretary of the
Company and delivered to the Trustee. See Sections 11.04 and 11.05.

              OPINION OF COUNSEL means a written opinion from legal counsel who
is acceptable to the Trustee. The counsel may be an employee of or counsel to
the Company or the Trustee. See Sections 11.04 and 11.05.

              ORIGINAL ISSUE DISCOUNT of any debt security, including any
Original Issue Discount Security, means the difference between the principal
amount of such debt security and the initial issue price of such debt security
(as set forth, in the case of an Original Issue Discount Security, on the face
of such Security).

              ORIGINAL ISSUE DISCOUNT SECURITY means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
acceleration of the maturity thereof pursuant to Section 6.02.

              PERSON means any individual, corporation, partnership, limited
liability company, joint venture, joint-stock company, unincorporated
association or government or any agency or political subdivision thereof.

              PREDECESSOR SECURITIES means, with respect to any Security, every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security,

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                                      -3-


and, for the purpose of this definition, any Security authenticated and
delivered under Section 2.09 in exchange for or in lieu of a mutilated, lost,
destroyed or wrongfully-taken Security shall be deemed to evidence the same debt
as the mutilated, lost, destroyed or wrongfully-taken Security.

              PRINCIPAL of a debt security, including any Security, means the
amount (including, without limitation, if and to the extent applicable, any
premium and, in the case of an Original Issue Discount Security, any accrued
original issue discount, but excluding interest) that is payable with respect to
such debt security as of any date and for any purpose (including, without
limitation, in connection with any sinking fund, upon any redemption at the
option of the Company, upon any purchase or exchange at the option of the
Company or the holder of such debt security and upon any acceleration of the
maturity of such debt security).

              PRINCIPAL AMOUNT of a debt security, including any Security, means
the principal amount as set forth on the face of such debt security.

              REGULAR RECORD DATE means the date, if any, specified in the
Securities of any series as the record date for the determination of
Securityholders to whom interest is payable on the next succeeding Interest
Payment Date.

              SEC means the Securities and Exchange Commission.

              SECURITIES means the Securities that are issued from time to time
in one or more series under this Indenture as such Securities are amended or
supplemented from time to time.

              SUBSIDIARY means (i) a corporation a majority of whose capital
stock with voting power, under ordinary circumstances, to elect directors is at
the time, directly or indirectly owned by the Company, by the Company and a
Subsidiary (or Subsidiaries) of the Company or by a Subsidiary (or Subsidiaries)
of the Company or (ii) any other person (other than a corporation) in which the
Company, a Subsidiary (or Subsidiaries) of the Company or the Company and a
Subsidiary (or Subsidiaries) of the Company, directly or indirectly, at the date
of determination thereof has at least majority ownership interest; provided that
no corporation shall be deemed a Subsidiary until the Company, a Subsidiary (or
Subsidiaries) of the Company acquires more than 50% of the outstanding voting
stock thereof and has elected a majority of its board of directors.
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                                      -4-


              TIA means the Trust Indenture Act of 1939 (15 U.S. Code ss.ss.
77aaa-77bbbb) as in effect on the date of this Indenture, except as provided in
Section 9.03.

              TRUSTEE means the party named as such in this Indenture until a
successor replaces it and thereafter means the successor and if at any time
there is more than one such party, "Trustee" as used with respect to the
Securities of any series shall mean the Trustee with respect to Securities of
that series.

              TRUST OFFICER shall mean, when used with respect to the Trustee,
(a) any officer within the corporate trust department of the Trustee, including
any vice president, assistant vice president, assistant secretary, assistant
treasurer, trust officer or any other officer of the Trustee who customarily
performs functions similar to those performed by the Persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of such person's knowledge of and familiarity with the
particular subject and (b) who shall have direct responsibility for the
administration of this Indenture.

              UNITED STATES means the United States of America.

              U.S. GOVERNMENT OBLIGATIONS means direct obligations of, or
obligations entitled to the full faith and credit of, the United States.

SECTION 1.02.        OTHER DEFINITIONS.

                         TERM                        DEFINED IN SECTION
                   Bankruptcy Law                          6.01
                   Code                                    9.01
                   Custodian                               6.01
                   Event of Default                        6.01
                   Legal Holiday                          11.08
                   Paying Agent                            2.05
                   Registrar                               2.05

SECTION 1.03.        INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

              Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a

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                                      -5-


part of this Indenture. The following TIA terms used in this Indenture have the
following meanings:

              COMMISSION means the SEC.

              INDENTURE SECURITIES means the Securities.

              INDENTURE SECURITY HOLDER means a Securityholder.

              INDENTURE TO BE QUALIFIED means this Indenture.

              INDENTURE TRUSTEE OR INSTITUTIONAL TRUSTEE means the Trustee.

              OBLIGOR on the indenture securities means the Company and any
other obligor thereon.

SECTION 1.04.        RULES OF CONSTRUCTION.

              Unless the context otherwise requires:

              (1)    a term has the meaning assigned to it;

              (2)    an accounting term not otherwise defined has the meaning
       assigned to it in accordance with generally accepted accounting
       principles in effect in the United States;

              (3)    "or" is not exclusive; and

              (4)    words in the singular include the plural, and in the plural
       include the singular.


                                   ARTICLE TWO

                                 THE SECURITIES


SECTION 2.01.        FORMS GENERALLY AND DATING.

              The Securities of each series may be issued in whole or in part in
the form of one or more global Securities as shall be specified as contemplated
by Section 2.02.

              The Securities of each series (including any temporary global
Securities) shall be in one of the forms established from time to time by or
pursuant to a resolution of the

<PAGE>
                                      -6-


Board of Directors or in or pursuant to one or more indentures supplemental
hereto, which shall set forth the information required by Section 2.02. The
Securities shall have such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture or by a
resolution of the Board of Directors or indenture supplemental hereto and may
have such notations, legends or endorsements as the Company may deem appropriate
and as are not inconsistent with the provisions of this Indenture, or as may be
required by law, stock exchange rule or usage. The Company shall approve the
forms of the Securities and any notation, legend or endorsement on them. If the
form or forms of Securities of any series is established by action taken
pursuant to a resolution of the Board of Directors or indenture supplemental
hereto, 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 written order of the Company contemplated by
Section 2.04 for the authentication and delivery of such Securities.

              Each Security shall be dated the date of its authentication. The
form of the Trustee's certificate of authentication to be borne by the
Securities shall be substantially as follows:


                          CERTIFICATE OF AUTHENTICATION

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

                                             U.S. BANK NATIONAL ASSOCIATION

                                                  as Trustee



                                                  By:
                                                     ---------------------------
                                                        Authorized Signatory

SECTION 2.02.        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 resolution of

<PAGE>
                                      -7-


the Board of Directors or established in or pursuant to one or more indentures
supplemental hereto, prior to the issuance of Securities of any series:

              (1)    the title of the Securities of the Series (which shall
       distinguish Securities of the series from all other Securities);

              (2)    any limit upon the aggregate principal amount of 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 2.08, 2.09, 2.11, 3.07 or
       9.05 and except for any Securities which pursuant to Section 2.04 are
       deemed not to have been authenticated and delivered hereunder);

              (3)    (A) whether any of the Securities of the series are to be
       issuable in global form and, if so, (i) the identity of the depositary
       with respect to any such global Security and (ii) whether beneficial
       owners of interests in any such global Security may exchange such
       interests for Securities of the same series and of like tenor and of any
       authorized form and denomination, and, if so, the circumstances under
       which and the manner in which any such exchanges may occur, if other than
       as specified in Section 2.08; (B) if any of the Securities of the series
       are to be issuable in global form, the date as of which any global
       Security shall be dated (if other than the date of original issuance of
       the first of such Securities to be issued); and (C) if Securities of the
       series are to be issuable in definitive form (whether upon original
       issue, upon exchange of a temporary Security of such series, or in
       exchange for a beneficial ownership interest in a permanent global
       Security) only upon receipt of certain certificates or other documents or
       satisfaction of other conditions, or if Securities of the series are
       initially issuable in temporary global form and if owners of beneficial
       interests therein may exchange such interest for an interest in a
       permanent global Security only upon receipt of certain certificates or
       other documents or satisfaction of other conditions, then the form and/or
       terms of such certificates, documents or conditions;

              (4)    the date or dates (and whether fixed or extendible) on
       which the principal of Securities of the series is payable;
<PAGE>
                                      -8-


              (5)    the rate or rates at which Securities of the series shall
       bear interest, or the method of determining the same, if any, the date or
       dates from which such interest shall accrue, or the method of determining
       the same, if any, the Interest Payment Dates (and whether fixed or
       extendible) and the Regular Record Dates;

              (6)    the place or places where the principal of and any interest
       on Securities of the series shall be payable;

              (7)    any provisions relating to the issuance of Securities of
       such series at an original issue discount (including, without limitation,
       the issue price thereof, the rate or rates at which such original issue
       discount shall accrue, if any, and the date or dates from or to which or
       period or periods during which such original issue discount shall accrue
       at such rate or rates);

              (8)    the price or prices at which, the period or periods within
       which and the terms and conditions upon which Securities of the series
       may be redeemed or otherwise purchased, in whole or in part, at the
       option of the Company, pursuant to any sinking fund or otherwise
       (including, without limitation, the form or method of payment thereof if
       other than in cash);

              (9)    the obligation, if any, of the Company to redeem, purchase
       or repay Securities of the series pursuant to any sinking fund or
       analogous provisions or at the option of a Securityholder thereof and the
       price or prices at which and the period or periods within which and the
       terms and conditions upon which Securities of the series shall be
       redeemed, purchased or repaid, in whole or in part, pursuant to such
       obligation (including, without limitation, the form or method of payment
       thereof, if other than in cash);

              (10)   if other than denominations of $25 and any integral
       multiple thereof, the denominations in which Securities of the series
       shall be issuable;

              (11)   if other than the principal amount thereof, the portion of
       the principal amount of Securities of the series which shall be payable
       upon acceleration of the maturity thereof pursuant to Section 6.02 or
       provable in bankruptcy pursuant to Section 6.09;
<PAGE>
                                      -9-


              (12)   any Events of Default with respect to the Securities of a
       particular series in lieu of or in addition to those set forth herein and
       the remedies therefor;

              (13)   the terms of the subordination of Securities of the series;
       and

              (14)   any other terms of a particular series and any other
       provisions expressing or referring to the terms and conditions upon which
       the Securities of that series are to be issued under this Indenture,
       which terms and provisions are not in conflict with the provisions of
       this Indenture; PROVIDED, HOWEVER, that the addition to or subtraction
       from or variation of Articles Four, Five, Six and Eight (and Sections
       1.01 and 1.02, insofar as they relate to the definition of certain terms
       as used in such Articles) with regard to the Securities of a particular
       series shall not be deemed to constitute a conflict with the provisions
       of those Articles.

              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 resolution of the Board of Directors or in any such indenture
supplemental hereto. Not all Securities of any one series need be issued at the
same time, and, unless otherwise so provided, a series may be reopened for
issuances of additional Securities of such series.

              If any of the terms of the Securities of a series are established
by action taken pursuant to a resolution of the Board of Directors or indenture
supplemental hereto, 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 with an Officers' Certificate setting forth the terms
or the manner of determining the terms of the Securities of such series. With
respect to Securities of a series which are not to be issued at one time, such
resolution of the Board of Directors or action may provide general terms or
parameters for Securities of such series and provide either that the specific
terms of particular Securities of such series shall be specified in a written
order of the Company or that such terms shall be determined by the Company or
its agents in accordance with a written order of the Company as contemplated by
the proviso clause of the fourth paragraph of Section 2.04.
<PAGE>
                                      -10-


SECTION 2.03.        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 2.02. 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 2.04.        EXECUTION AND AUTHENTICATION.

              Two Officers shall sign the Securities for the Company by manual
or facsimile signature. The Company's seal shall be reproduced on the
Securities.

              If an Officer whose signature is on a Security no longer holds
that office at the time the Trustee authenticates the Security, the Security
shall be valid nevertheless.

              A Security shall not be entitled to any benefit under this
Indenture or be valid for any purpose until the Trustee manually signs the
certificate of authentication on the Security. The signature shall be conclusive
evidence that the Security has been authenticated under this Indenture.
Notwithstanding the foregoing, if any Security shall have been duly
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 2.12 together with a written statement (which need not
comply with Sections 11.04 and 11.05 and need not be accompanied by an Opinion
of Counsel) stating that such Security has not been issued and sold by the
Company, for all purposes of this Indenture such Security shall be deemed not to
have been authenticated and delivered hereunder and shall not be entitled to the
benefits of this Indenture.

              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 authentication, and the Trustee shall
authenticate and deliver said Securities to or upon the written order of the
Company, signed by two Officers or by an Officer and an Assistant Treasurer of
the Company, without any further action by the Company. Such written order shall
specify the date on which said Securities shall be authenticated; PROVIDED,
HOWEVER, that if not all the Securities of a series are to be issued at one time
and if the resolution of the Board of Directors or indenture supplemental hereto
establishing such series as contemplated by Sec-

<PAGE>
                                      -11-


tions 2.01 and 2.02 shall so permit, such written order may set forth procedures
acceptable to the Trustee for the issuance of such Securities and for
determining the form or terms of particular Securities of such series including,
but not limited to, interest rate, maturity date, date of issuance and date from
which interest shall accrue.

              If the form or forms or terms of the Securities of the series have
been established in or pursuant to one or more resolutions of the Board of
Directors or indentures supplemental hereto as permitted by Sections 2.01 and
2.02, 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 7.01) shall be
fully protected in relying upon, an Opinion of Counsel stating:

              (1)    if the form or forms of such Securities has been
       established by or pursuant to a resolution of the Board of Directors or
       indenture supplemental hereto, that such form or forms has been
       established in conformity with the provisions of this Indenture;

              (2)    if the terms of such Securities have been established by or
       pursuant to a resolution of the Board of Directors or indenture
       supplemental hereto, that such terms have been established in conformity
       with the provisions of this Indenture; and

              (3)    that 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 have been duly
       issued and 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 equitable principles;

PROVIDED, HOWEVER, that, with respect to Securities of a series which are not to
be issued at one time, the Trustee shall be entitled to receive such Opinion of
Counsel only once at or prior to the time of the first authentication of
Securities of such series and that the opinions described in clauses (2) and (3)
above may state, respectively,
<PAGE>
                                      -12-


              (a)    that, when the terms of such Securities shall have been
       established pursuant to a written order of the Company or pursuant to
       such procedures as may be specified from time to time by a written order
       of the Company, all as contemplated by and in accordance with a
       resolution of the Board of Directors or an Officers' Certificate pursuant
       to a resolution of the Board of Directors or indenture supplemental
       hereto, as the case may be, such terms will have been established in
       conformity with the provisions of this Indenture; and

              (b)    that such Securities, when (i) executed by the Company,
       (ii) completed, authenticated and delivered by the Trustee in accordance
       with this Indenture, (iii) issued and delivered by the Company and (iv)
       paid for, all as contemplated by and in accordance with the aforesaid
       written order of the Company or specified procedures, as the case may be,
       will have been duly issued and 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 equitable principles.

              Notwithstanding the provisions of Sections 2.01, 2.02, 11.04 and
this Section, if all the Securities of a series are not to be originally issued
at one time, the resolution of the Board of Directors or indenture supplemental
hereto, and certified copy of the record of action taken pursuant to such
resolution or supplemental indenture, the Officers' Certificate, the written
order of the Company and any other documents otherwise required pursuant to such
Sections need not be delivered at or prior to the time of authentication of each
Security of such series if such documents are delivered at or prior to the
authentication upon original issuance of the first Security of such series to be
issued; PROVIDED, HOWEVER, that any subsequent request by the Company to the
Trustee to authenticate Securities of such series shall constitute a
representation and warranty by the Company that as of the date of such request,
the statements made in the Officers' Certificate delivered pursuant to Section
11.04 at or prior to authentication of the first such Security shall be true and
correct on the date thereof as if made on and as of the date thereof.

              The Trustee shall have the right to decline to authenticate and
make available for delivery any Securities under this Section if the issuance of
such Securities pursuant to

<PAGE>
                                      -13-


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.

              With respect to Securities of a series which are not all issued at
one time, the Trustee may conclusively rely, as to the authorization by the
Company of any of such Securities, the form and terms thereof and the legality,
validity, binding effect and enforceability thereof, upon the Opinion of
Counsel, Officers' Certificate and other documents delivered pursuant to
Sections 2.01, 2.02, 11.04 and this Section, as applicable, at or prior to the
time of the first authentication of Securities of such series unless and until
such opinion, certificate or other documents have been superseded or revoked. In
connection with the authentication and delivery of Securities of a series which
are not all issued at one time, the Trustee shall be entitled to assume that the
Company's instructions to authenticate and deliver such Securities do not
violate any rules, regulations or orders of any governmental agency or
commission having jurisdiction over the Company.

SECTION 2.05.        REGISTRAR AND PAYING AGENT.

              The Company shall maintain an office or agency where Securities of
each series may be presented for registration of transfer or for exchange
("Registrar"), and an office or agency where Securities of each series may be
presented for payment ("Paying Agent"). The Registrar shall keep a register of
the Securities of each series issued hereunder and of their transfer and
exchange. The Company may have one or more co-Registrars (provided that there
shall be only one register, which shall be maintained by the principal
Registrar) and one or more additional paying agents with respect to any series.
The term "Paying Agent" includes any additional paying agent.

              The Company shall enter into an appropriate agency agreement with
any Agent not a party to this Indenture. The agreement shall implement the
provisions of this Indenture that relate to such Agent. The Company shall
promptly notify the Trustee of the name and address of any such Agent. If the
Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as
such.

              The Company initially appoints the Trustee Registrar and Paying
Agent for each series.
<PAGE>
                                      -14-


SECTION 2.06.        PAYING AGENT TO HOLD MONEY AND SECURITIES IN TRUST.

              Subject to any applicable terms of the Securities of the relevant
series relating to subordination (as contemplated by Article Ten and Section
2.02), each Paying Agent shall hold in trust for the benefit of Securityholders
of such series or the Trustee all money and securities held by the Paying Agent
for the payment of any amount in respect of the Securities of such series, and
shall notify the Trustee of any default by the Company in making any such
payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate
such money and securities and hold it as a separate trust fund. The Company at
any time may require a Paying Agent to pay all money and securities held by it
to the Trustee and account for any funds or securities disbursed. Upon doing so
the Paying Agent shall have no further liability for the money or securities.

SECTION 2.07.        SECURITYHOLDER LISTS.

              The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Securityholders. If the Trustee is not the Registrar, the Company shall furnish
to the Trustee on or before either (1) April 1 and October 1 in each year in the
case of Original Issue Discount Securities of any series which by their terms do
not bear interest prior to maturity (other than upon a default in any payment
upon such a Security) or (2) each Interest Payment Date for the Securities of
any other series, but in no event less frequently than semi-annually, and at
such other times as the Trustee may request in writing a list in such form and
as of such date as the Trustee may reasonably require of the names and addresses
of Securityholders.

SECTION 2.08.        TRANSFER AND EXCHANGE.

              Where a Security is presented to the Registrar or a co-Registrar
with a request to register a transfer, the Registrar shall register the transfer
as requested if its requirements for such transfer are met. Notwithstanding any
other provision of this Section, unless and until it is exchanged in whole or in
part for Securities in definitive form, a global Security representing all or a
portion of the Securities of or within a series may not be transferred except as
a whole by the depositary for such series to a nominee of such depositary or by
a nominee of such depositary to such depositary or another nominee of such
depositary or by such depositary or any such nominee to a successor depositary
for such series or a nominee

<PAGE>
                                      -15-


of such successor depositary. Where Securities are presented to the Registrar or
a co-Registrar with a request to exchange them for an equal aggregate principal
amount of Securities of the same series of other authorized denominations, the
Registrar shall make the exchange as requested (other than with respect to a
global Security, except as provided below or as otherwise specified as
contemplated by Section 2.02) if its requirements for such exchange are met. The
Registrar shall require, among other things, that any Security presented or
surrendered for transfer or exchange be duly endorsed, or be accompanied by
appropriate transfer documents duly endorsed, or be accompanied by appropriate
transfer documents duly executed, by the Holder thereof or his attorney duly
authorized in writing. To permit transfers and exchanges, the Trustee shall
authenticate Securities at the Registrar's request. Any exchange or transfer
shall be without charge, except that the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto.

              The Registrar need not transfer or exchange any Security selected
for redemption or purchase (except, in the case of Securities to be redeemed or
purchased in part, the portion thereof not to be redeemed or purchased) any
Security in respect of which a notice requiring the purchase or redemption
thereof by the Company at the option of the Holder has been given and not
withdrawn by the Holder thereof in accordance with the terms of such Securities
(except in the case of Securities to be so purchased or redeemed in part, the
portion thereof not to be so purchased or redeemed) or transfer or exchange
Securities of any particular series during a period of 15 days before a
selection of Securities of such series to be redeemed.

              Except as otherwise provided with respect to the Securities of any
series as contemplated by Section 2.02, a global Security may be exchanged only
as provided below in this Section.

              If at any time the depositary with respect to a global Security
representing all or a portion of the Securities of or within a series notifies
the Company that it is unwilling, unable or ineligible to continue as such
depositary, the Company shall appoint a successor depositary with respect to
such Securities. Unless otherwise provided with respect to a series of
Securities as contemplated by Section 2.02, if a successor depositary is not so
appointed by the Company within 90 days after the Company receives such notice,
the Company will

<PAGE>
                                      -16-


execute and the Trustee, upon receipt of a written order of the Company as
contemplated by Section 2.04 for the authentication and delivery of definitive
Securities of such series (or, if such written order has previously been
delivered, then upon receipt of written instructions from the person or persons
specified in such written order), will authenticate and deliver Securities of
such series in definitive form equal in aggregate principal amount to the
principal amount of the global Security or Securities representing such series
in exchange for such global Security or Securities.

              The Company may at any time and in its sole discretion determine
that the Securities of any series issued in the form of one or more global
Securities shall no longer be represented by such global Security or Securities.
In such event the Company will execute and the Trustee, upon receipt of a
written order of the Company as contemplated by Section 2.04 for the
authentication and delivery of definitive Securities of such series (or, if such
written order has previously been delivered, then upon receipt of written
instructions from the person or persons specified in such written order), will
authenticate and deliver Securities of such series in definitive form equal in
aggregate principal amount to the principal amount of the global Security or
Securities representing such series in exchange for such global Security or
Securities.

              If a global Security is otherwise exchangeable as specified by the
Company pursuant to Section 2.02(3) with respect to a series of Securities, the
depositary with respect to a global Security representing all or a portion of
the Securities of or within such series may surrender such global Security to
the Trustee, as the Company's agent for such purpose, to be exchanged in whole
or in part for Securities of such series in definitive form in the manner and
under the circumstances so specified and on such terms as are acceptable to the
Company and such depositary. In such event, the Company shall execute and the
Trustee shall authenticate and deliver or make available for delivery:

              (i)    to each Person specified by such depositary a new Security
       or Securities of the same series and of like tenor, of any authorized
       form and denomination 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

              (ii)   unless endorsement of the surrendered global Security as
       contemplated by Section 2.15 or another proce-

<PAGE>
                                      -17-


       dure is specified for the Securities of such series as contemplated by
       Section 2.02, to such depositary a new global Security in a denomination
       equal to the difference, if any, between the principal amount of the
       surrendered global Security and the aggregate principal amount of
       Securities delivered pursuant to clause (i) above in exchange for
       beneficial interests in such surrendered global Security.

              In any exchange provided for in any of the preceding three
paragraphs, the Company will execute and the Trustee will authenticate and
deliver Securities in definitive registered form in authorized denominations.

              Upon the exchange of a global Security for Securities in
definitive form, such global Security shall be cancelled by the Trustee, unless
endorsement of the surrendered global Security as contemplated by Section 2.15
or another procedure is specified for the Securities of such series as
contemplated by Section 2.02. 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.

              If a Security is issued in exchange for any portion of a global
Security after the close of business at the office or agency where such exchange
occurs (i) on any Regular Record Date and before the opening of business at such
office or agency on the relevant Interest Payment Date, or (ii) on any special
record date and before the opening of business at such office or agency on the
related date for payment of defaulted interest, interest or defaulted interest,
as the case may be, will not be payable on such Interest Payment Date or
proposed date for payment, as the case may be, in respect of such Security, but
will be payable on such Interest Payment Date or proposed date for payment, as
the case may be, only to the Person to whom interest in respect of such portion
of such global Security is payable in accordance with the provisions of this
Indenture.

              All Securities issued upon any registration of transfer or
exchange of Securities shall be the 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.
<PAGE>
                                      -18-


SECTION 2.09.        REPLACEMENT SECURITIES.

              If a mutilated Security is surrendered to the Registrar or if the
Holder of a Security claims that the Security has been lost, destroyed or
wrongfully taken, 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
issue and the Trustee shall authenticate a replacement Security if the Trustee's
requirements are met. If required, such Holder shall furnish an indemnity bond
sufficient in the judgment of the Company and the Trustee to protect the
Company, the Trustee or any Agent from any loss which any of them may suffer if
a Security is replaced. 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.

              In case any such lost, destroyed or wrongfully-taken Security has
become or is about to become due and payable, or is about to be purchased by the
Company pursuant to any provision of the Securities of such series providing for
the purchase thereof at the option of the Holder or the Company, the Company in
its discretion may, instead of issuing a new Security, pay or purchase such
Security.

              Every new Security issued pursuant to this Section in lieu of any
lost, destroyed or wrongfully-taken Security shall constitute a separate
obligation of the Company, whether or not the lost, destroyed or
wrongfully-taken 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 such series duly issued hereunder.

              The provisions of this Section, as amended or supplemented
pursuant to this Indenture with respect to particular Securities or generally,
shall be exclusive and shall preclude (to the extent lawful) all other rights
and remedies with respect to the replacement or payment of mutilated, lost,
destroyed or wrongfully-taken Securities.

SECTION 2.10.        OUTSTANDING SECURITIES.

              Securities outstanding at any time are all Securities
authenticated by the Trustee except for those cancelled by it, those delivered
to it for cancellation and those described in

<PAGE>
                                      -19-


this Section as not being outstanding. A Security does not cease to be
outstanding because the Company or one of its Affiliates holds the Security.

              If a Security is replaced pursuant to Section 2.09, it ceases to
be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

              If the Paying Agent holds on a redemption date or maturity date or
on the Business Day following a date on which Securities of such series are to
be purchased by the Company pursuant to any provision thereof providing for such
purchase at the option of the Holder or the Company, money (or securities if
permitted by the terms of such Securities) in trust or, if the Company, acting
as its own Paying Agent, sets aside and segregates money (or securities if
permitted by the terms of such Securities) in trust, sufficient to pay
Securities payable on that date, then, on and after that date such Securities
cease to be outstanding and interest, if any (and original issue discount, if
Original Issue Discount Securities), on them ceases to accrue, unless the Paying
Agent is restricted under the terms of the Securities of such series (specified
as contemplated by Section 2.02) in applying such money.

SECTION 2.11.        TEMPORARY SECURITIES.

              Pending the preparation of a permanent global Security or
definitive Securities of any series, the Company may execute and the Trustee,
upon the written order of the Company pursuant to Section 2.04, shall
authenticate and deliver temporary Securities. Temporary Securities of any
series shall be in authorized denominations and substantially of the tenor of
the definitive Securities of that series in lieu of which they are issued, but
may have variations that the Company considers appropriate for temporary
Securities. In the case of Securities of any series, such temporary Securities
may be in global form. 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, and upon surrender for cancellation of any one or more temporary
Securities of such series, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like aggregate principal amount
of definitive Securities of authorized denominations of the same series and
containing identical terms and provisions. Until so exchanged, the temporary
Securities of any series shall, except as otherwise specified as contemplated

<PAGE>
                                      -20-


by Section 2.02 (including with respect to the payment of interest on temporary
Securities), in all respects be entitled to the same benefits under this
Indenture as definitive Securities of the same series and of like tenor
authenticated and delivered hereunder.

SECTION 2.12.        CANCELLATION.

              The Company at any time may deliver Securities to the Trustee for
cancellation, including Securities authenticated which the Company has not
issued and sold. The Company and each Agent shall forward to the Trustee any
Securities surrendered to them for transfer, exchange, payment, redemption, or
purchase by the Company pursuant to any provision thereof providing for such
purchase at the option of the Holder. The Trustee and no one else shall cancel
all Securities surrendered for transfer, exchange, payment, redemption,
purchase, or cancellation, and may dispose of cancelled Securities as the
Company directs; provided, however, that the Trustee shall not be required to
destroy such cancelled Securities. Except as otherwise provided in the
resolution of the Board of Directors or indenture supplemental hereto
establishing such series as contemplated by Section 2.02, the Company may not
issue new Securities of a series to replace Securities of the same series that
it has paid or that have been delivered to the Trustee for cancellation.

SECTION 2.13.        PAYMENT OF INTEREST; DEFAULTED INTEREST.

              Unless otherwise provided with respect to the Securities of any
series as contemplated by Section 2.02, interest (except defaulted interest) on
any Security of any series which is payable on any Interest Payment Date shall
be paid to the Holder in whose name that Security (or one or more Predecessor
Securities) is registered on the security register at the close of business on
the Regular Record Date for such interest payment. At the option of the Company,
payment of interest on any Security may be made (i) by check mailed to the
address of the Person entitled thereto as such address appears in the security
register, or (ii) if so specified with respect to the Securities of such series
as contemplated by Section 2.02, by wire transfer to any account designated by
such Person so long as the Paying Agent is notified in writing at least five
Business Days prior to such Interest Payment Date.

              If the Company defaults in a payment of interest on the Securities
of any series on any Interest Payment Date, it shall pay the defaulted interest
to the Persons who are Securi-
<PAGE>
                                      -21-


tyholders of such series at the close of business on a subsequent special record
date. The Company shall fix the special record date and payment date. At least
15 days before the record date, the Company shall mail to each Securityholder of
such series a notice that states the special record date, the payment date and
the amount of defaulted interest proposed to be paid. The Company shall notify
the Trustee in writing of the amount of the 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 Paying Agent 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 Paying Agent
for such deposit prior to the date of the proposed payment. The Company may pay
defaulted interest in any other lawful manner.

SECTION 2.14.        PERSONS DEEMED OWNERS.

              Prior to due presentment of a Security for registration of
transfer, the Company, the Trustee and any Agent 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 (subject to Section 2.13) interest on
such Security and for all other purposes whatsoever, and neither the Company,
the Trustee nor any Agent shall be affected by notice to the contrary.

              No holder of any beneficial interest in any global Security held
on its behalf by a depositary shall have any rights under this Indenture with
respect to such global Security, and such depositary (or its nominee, if such
global Security is registered in the name of a nominee) may be treated by the
Company, the Trustee, and any Agent as the owner of such global Security for all
purposes whatsoever. None of the Company, the Trustee, or any Agent will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a global Security
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

              Notwithstanding the foregoing, with respect to any global
Security, nothing herein shall prevent the Company, the Trustee, or any Agent
from giving effect to any written certification, proxy or other authorization
furnished by any depositary, as a Holder, with respect to such global Security
or impair, as between such depositary and owners of beneficial interests in such
global Security, the operation of customary
<PAGE>
                                      -22-


practices governing the exercise of the rights of such depositary (or its
nominee) as Holder of such global Security.

SECTION 2.15.        SECURITIES IN GLOBAL FORM.

              If the Company shall establish pursuant to Section 2.02 that the
Securities of or within a series are to be issued in whole or in part in global
form, then the Company shall execute, and the Trustee shall, in accordance with
Section 2.04 and the written order of the Company contemplated thereby,
authenticate and deliver one or more global Securities in temporary or permanent
form that (i) shall be registered in the name of the depositary for such global
Security or Securities or the nominee of such depositary, (ii) shall be
delivered by the Trustee to such depositary or pursuant to such depositary's
instructions, and (iii) shall bear a legend substantially to the following
effect: "UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY
OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE
OF SUCH SUCCESSOR DEPOSITARY." Each depositary designated pursuant to Section
2.02 for a global Security in registered form must be, to the extent required by
applicable law or regulation, a clearing agency registered under the Securities
Exchange Act of 1934, as amended, and any other applicable statute or
regulation, at the time of its designation and at all times that it serves as
depositary. Notwithstanding clause (14) of Section 2.02 and the provisions of
Section 2.03, any such global Security shall represent such of the outstanding
Securities of such series as shall be specified therein and may provide that it
shall represent the aggregate amount of outstanding Securities of such series
from time to time endorsed thereon and that the aggregate amount of outstanding
Securities represented thereby may from time to time be increased or decreased
to reflect exchanges. Any endorsement of a Security in a global form to reflect
the amount, or any increase or decrease in the amount, or changes in the rights
of Holders, of outstanding Securities represented thereby shall be made in such
manner and upon instructions given by such Person or Persons as shall be
specified therein or in the written order of the Company to be delivered to the
Trustee pursuant to Section 2.04. Subject to the provisions of Section 2.04 and,
if applicable, Section 2.11, the Trustee shall deliver and redeliver any
Security in permanent global form in the manner and upon instructions given by
the Person or Persons specified therein or in the applicable written order of
the Company. If a written order of the Company pursuant to
<PAGE>
                                      -23-


Section 2.04 has been, or simultaneously is, delivered, any instructions with
respect to a Security in global form shall be in writing but need not comply
with Sections 11.04 and 11.05 and need not be accompanied by an Opinion of
Counsel.

              The provisions of the last sentence of the third paragraph of
Section 2.04 shall apply to any Security represented by a Security in global
form if such Security was never issued and sold by the Company and the Company
delivers to the Trustee the Security in global form together with written
instructions (which need not comply with Sections 11.04 and 11.05 and need not
be accompanied by an Opinion of Counsel) with regard to the reduction in the
principal amount of Securities represented thereby, together with the written
statement contemplated by the last sentence of the third paragraph of Section
2.04.

SECTION 2.16.        CUSIP NUMBERS.

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


                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01.        APPLICABILITY OF ARTICLE.

              Securities of any series which are redeemable before their stated
maturity at the election of the Company or through the operation of any sinking
fund for the retirement of Securities of such series shall be redeemable in
accordance with their terms and (except as otherwise specified as contemplated
by Section 2.02 for Securities of any series) in accordance with this Article.
<PAGE>
                                      -24-


SECTION 3.02.        NOTICES TO TRUSTEE.

              If the Company elects to redeem all or less than all the
Securities of any series, it shall notify the Trustee of the redemption date,
the principal amount of Securities to be redeemed, the specific provision of the
Securities pursuant to which the Securities being called for redemption are
being redeemed and the redemption price. 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 with an Officers' Certificate evidencing
compliance with such restriction. If the Company wants to make any permitted
optional sinking fund payment, it shall notify the Trustee of the principal
amount of the Securities to be redeemed.

              The Company (1) may deliver outstanding Securities of a series
(other than any previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed or otherwise purchased 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 satisfaction of all or any part of any sinking fund
payment required to be made pursuant to the terms of the Securities of such
series as provided for by the terms of such series: PROVIDED, HOWEVER, 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.
The Company shall notify the Trustee of its intention to so reduce the amount of
such sinking fund payment, the amount of the reduction and the basis for it. The
Company shall deliver to the Trustee with such notice any Securities to be
credited for such purpose that it has not previously delivered to the Trustee
for cancellation.

              The Company shall give each notice and Officers' Certificate
provided for in this Section at least 60 days before the redemption date (unless
a shorter notice shall be satisfactory to the Trustee or is otherwise specified
as contemplated by Section 2.02 for Securities of any series).

SECTION 3.03.        SELECTION OF SECURITIES TO BE REDEEMED.

              Except as otherwise specified as contemplated by Section 2.02 for
Securities of any series, if less than all the

<PAGE>
                                      -25-


Securities of any series are to be redeemed, the particular Securities to be
redeemed shall be selected from Securities of the same series outstanding not
previously called for redemption by such method as the Trustee considers fair
and appropriate (and in such manner as complies with applicable requirements of
any stock exchange on which Securities of such series are listed) and which may
provide for the selection for 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 that have
denominations larger than the minimum authorized denomination for Securities of
that series. Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption.

SECTION 3.04.        NOTICE OF REDEMPTION.

              At least 30 days but no more than 60 days before a redemption date
(unless a shorter notice is specified as contemplated by Section 2.02 for
Securities of any series), the Company shall mail a notice of redemption by
first-class mail to each Holder of Securities of the series to be redeemed.

              The notice shall identify the Securities, including CUSIP number,
if any (and, in the case of partial redemption, the principal amount of the
Securities), to be redeemed and shall state:

              (1)    The redemption date;

              (2)    the redemption price and method of payment, if other than
       in cash;

              (3)    the name and address of the Paying Agent;

              (4)    that Securities called for redemption must be surrendered
       to the Paying Agent to collect the redemption price;

              (5)    that interest, if any (or original issue discount, if
       Original Issue Discount Securities), on Securities called for redemption
       ceases to accrue on and after the redemption date, unless the Company
       defaults in making such redemption payment; and

              (6)    that the redemption is for a sinking fund or at the
       election of the Company, whichever is the case.
<PAGE>
                                      -26-


              At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense, provided that the
Company shall have furnished to the Trustee the Officers' Certificate and
Opinion of Counsel required pursuant to Section 11.04 at least 15 days prior to
the date that the Trustee is required to take any action in connection with a
redemption.

SECTION 3.05.        EFFECT OF NOTICE OF REDEMPTION.

              Once notice of redemption is mailed, Securities of the series
called for redemption become due and payable on the redemption date and at the
redemption price therein specified and on and after such date (unless the
Company shall default in the payment of the redemption price and accrued
interest, if any) such Securities shall cease to bear interest, if any (and
original issue discount, if such Securities are Original Issue Discount
Securities, shall cease to accrue). Upon surrender to the Paying Agent, such
Securities shall be paid at the redemption price, plus, if applicable, accrued
interest, if any, to the redemption date: PROVIDED, HOWEVER, that installments
of interest the Interest Payment Date for which is on or prior to the redemption
date shall be payable to the persons who are Holders of such Securities (or one
or more Predecessor Securities) on the relevant record dates for such interest
according to their terms and Section 2.13.

              If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal shall, until paid, bear interest
from the redemption date at the rate prescribed therefor in the Security.

SECTION 3.06.        DEPOSIT OF REDEMPTION PRICE.

              On or before 10:00 a.m., New York time, on the redemption date,
the Company shall deposit with the Paying Agent money (or securities if
permitted by the terms of such Securities) sufficient to pay the redemption
price of, and (except if the redemption date is an Interest Payment Date)
accrued interest, if any, on, all Securities to be redeemed on that date other
than Securities or portions thereof called for redemption on that date which are
delivered by the Company to the Trustee for cancellation.

SECTION 3.07.        SECURITIES REDEEMED IN PART.

              Any Security that is to be redeemed only in part shall be
surrendered at a place of payment therefor (with, if

<PAGE>
                                      -27-


the Company, the Registrar or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company, the
Registrar 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, containing identical
terms and provisions, 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 amount of the Security so surrendered, and, unless
otherwise specified as contemplated by Section 2.02, if a global Security is so
surrendered, the Company shall execute, and the Trustee shall authenticate and
deliver to the depositary for such global Security, without service charge, a
new global Security in a denomination equal to and in exchange for the
unredeemed portion of the principal amount of the global Security so
surrendered.


                                  ARTICLE FOUR

                                    COVENANTS


SECTION 4.01.        PAYMENT OF SECURITIES.

              The Company shall pay the principal of and any interest on the
Securities of each series in accordance with the terms of the Securities of such
series and this Indenture.

              To the extent enforceable under applicable law, the Company shall
pay interest on overdue principal at the rate borne by the Securities of such
series (unless a different rate is specified as contemplated by Section 2.02 for
Securities of such series).

SECTION 4.02.        SEC REPORTS.

              The Company shall file with the Trustee within 15 days after it
files them with the SEC 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 SEC may by rules and regulations prescribe) which the Company is required
to file with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934. The Company also shall comply with the other provisions of TIA
ss.314(a).
<PAGE>
                                      -28-


SECTION 4.03.        COMPLIANCE CERTIFICATE.

              The Company shall deliver to the Trustee within 120 days after the
end of each fiscal year of the Company an Officers' Certificate stating whether
or not the signers know of the existence of any default or Event of Default by
the Company and whether all of the conditions and covenants of the Company are
being complied with regardless of any period of grace or requirement of notice
provided under this Indenture. If they do know of such a default or Event of
Default, the certificate shall describe the default or Event of Default, as the
case may be, and its status. The first Officers' Certificate to be delivered
pursuant to this Section 4.03 shall be for the fiscal year ending immediately
after the date that the Securities are issued.

SECTION 4.04.        CORPORATE EXISTENCE.

              Subject to the provisions of Section 5.01, the Company will do or
cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence.

SECTION 4.05.        CALCULATION OF ORIGINAL ISSUE DISCOUNT.

              The Company shall file with the Trustee promptly at the end of
each calendar year a written notice specifying the amount of original issue
discount (including daily rates and accrual periods), if any, accrued on
outstanding Securities as of the end of such year.


                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION


SECTION 5.01.        WHEN COMPANY MAY MERGE, ETC.

              The Company shall not consolidate with or merge into, or transfer
its properties and assets substantially as an entirety to, another corporation
unless (1) either XL Capital is the successor, or, if XL Capital is not the
surviving Person, the surviving Person assumes by supplemental indenture all the
obligations of the Company under the Securities and this Indenture; and (2)
immediately after giving effect to such transaction, no Event of Default shall
have occurred and be continuing. Thereafter, unless otherwise specified as
contemplated by

<PAGE>
                                      -29-


Section 2.02 for the Securities of any series, all such obligations of the
predecessor corporation shall terminate.


                                   ARTICLE SIX

                              DEFAULTS AND REMEDIES


SECTION 6.01.        EVENTS OF DEFAULT.

              An "Event of Default" with respect to Securities of any series
means each of the events specified below in this Section 6.01, unless it is
either inapplicable to a particular series or is specifically deleted or
modified as contemplated by Section 2.02 for the Securities of such series, and
any other events as may be specified as contemplated by Section 2.02 for the
Securities of such series:

              (1)    the Company defaults in the payment of any interest on any
       Security of that series when the same becomes due and payable and the
       default continues for a period of 60 days;

              (2)    the Company defaults in the payment of the principal of any
       Security of that series when the same becomes due and payable at
       maturity, upon redemption (including default in the making of any
       mandatory sinking fund payment), upon purchase by the Company at the
       option of the Holder pursuant to the terms of such Security or otherwise;

              (3)    the Company fails to comply with any of its other
       agreements in Securities of that series or this Indenture (other than an
       agreement which has expressly been included in this Indenture solely for
       the benefit of Securities of any series other than that series or is
       expressly made inapplicable to the Securities of such series as
       contemplated by Section 2.02) and the default continues for the period
       and after the notice specified below;

              (4)    the Company pursuant to or within the meaning of any
       Bankruptcy Law:

                            (A)    commences a voluntary case, or consents to
              the commencement of a case against it,
<PAGE>
                                      -30-


                            (B)    consents to the entry of an order for relief
              against it in an involuntary case,

                            (C)    consents to the appointment of a Custodian of
              it or for all or substantially all of its property, or

                            (D)    makes a general assignment for the benefit of
              its creditors;

              (5)    a court of competent jurisdiction enters an order or decree
       under any Bankruptcy Law that:

                            (A)    is for relief against the Company in an
              involuntary case or adjudicates the Company insolvent or bankrupt,

                            (B)    appoints a Custodian of the Company or for
              all or substantially all of its property, or

                            (C)    orders the winding up or liquidation of the
              Company, and the order or decree remains unstayed and in effect
              for 90 days; or

              (6)    any other Event of Default provided with respect to
       Securities of that series occurs.

              The term "Bankruptcy Law" means Title 11, U.S. Code or any similar
Federal or State law for the relief of debtors. The term "Custodian" means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

              A default under clause (3) is not an Event of Default until the
Trustee notifies the Company or the Holders of at least 25% in aggregate
principal amount of the outstanding Securities of that series notify the Company
and the Trustee of the default and the Company does not cure the default within
90 days after receipt of the notice. The notice must specify the default, demand
that it be remedied and state that the notice is a "Notice of Default."

SECTION 6.02.        ACCELERATION.

              If an Event of Default (other than an Event of Default specified
in Section 6.01(4) or (5)) occurs and is continuing with respect to Securities
of any series at the time outstanding, the Trustee by notice to the Company, or
the Holders of at least 25% in aggregate principal amount of the out-

<PAGE>
                                      -31-


standing Securities of that series by notice to the Company and the Trustee, may
declare to be due and payable immediately (1) 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 the Securities of
that series) of all of the Securities of that series then outstanding and (2)
interest, if any, accrued to the date of acceleration. Upon such declaration,
such principal amount (or specified amount) and interest, if any, shall be due
and payable immediately. If an Event of Default specified in Section 6.01 (4) or
(5) occurs and is continuing, (1) 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 the Securities of that
series) of all of the Securities of that series then outstanding and (2)
interest, if any, accrued to the date of such acceleration shall become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or Securityholders. The Holders of a majority in aggregate principal
amount of the outstanding Securities of the series with respect to which an
acceleration applies by notice to the Trustee may rescind an acceleration and
its consequences with respect to such series if all existing Events of Default
(other than the non-payment of the principal of and accrued interest, if any, on
Securities that have become due solely by such acceleration) with respect to
Securities of that series have been cured or waived and if the rescission would
not conflict with any judgment or decree. No such rescission shall affect any
subsequent default or impair any right consequence thereon.

SECTION 6.03.        OTHER REMEDIES.

              If an Event of Default with respect to Securities of any series
occurs and is continuing, the Trustee may pursue any available remedy by
proceeding at law or in equity to collect the payment of the whole amount which
then shall have become due and remain unpaid for principal or interest, if any,
on the Securities of that series or to enforce the performance of any provision
of the Securities of that series or this Indenture.

              The Trustee may maintain a proceeding even if it does not possess
any of the Securities of that series or does not produce any of them in the
proceeding. A delay or omission by the Trustee or any Securityholder in
exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver or acquiescence in the Event
of Default. No remedy is exclusive of any other remedy. All available remedies
are cumulative.
<PAGE>
                                      -32-


SECTION 6.04.        WAIVER OF EXISTING DEFAULTS.

              Subject to Section 9.02, the Holders of a majority in aggregate
principal amount of the outstanding Securities of any series by notice to the
Trustee may waive on behalf of the Holders of all the Securities of such series
an existing Default or Event of Default and its consequences. When a Default or
Event of Default is waived, it is cured and stops continuing.

SECTION 6.05.        CONTROL BY MAJORITY.

              The Holders of a majority in aggregate principal amount of the
outstanding Securities of any series may 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 it, with respect to the Securities of such
series. The Trustee, however, may refuse to follow any direction that conflicts
with law or this Indenture, that is unduly prejudicial to the rights of another
Securityholder or that would involve the Trustee in personal liability.

SECTION 6.06.        LIMITATION OF SUITS.

              No Holder of any Security of any series shall have the right to
pursue any remedy with respect to this Indenture or the Securities unless:

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

              (2)    the Holders of at least 25% in aggregate principal amount
       of the outstanding Securities of that series in respect of which the
       Event of Default has occurred make a written request to the Trustee to
       pursue the remedy;

              (3)    such Holder or Holders offer and provide to the Trustee
       indemnity satisfactory to the Trustee against any loss, liability or
       expense;

              (4)    the Trustee does not comply with the request within 60 days
       after receipt of the request and the offer of indemnity; and

              (5)    no direction inconsistent with such written request has
       been given to the Trustee during such 60-day pe-

<PAGE>
                                      -33-


       riod by the Holders of a majority in aggregate principal amount of the
       outstanding Securities of such series.

              A Securityholder of any series may not use this Indenture to
prejudice the rights of another Securityholder of such series or to obtain a
preference or priority over another Securityholder of such series, except in the
manner herein provided and for the equal and ratable benefit of all
Securityholders of such series.

SECTION 6.07.        RIGHTS OF HOLDERS TO RECEIVE PAYMENT AND TO CONVERT.

              Subject to the terms of the Securities of any series relating to
subordination (as contemplated by Article Ten and Section 2.02) and
notwithstanding any other provision of this Indenture, the right of any Holder
of a Security to receive payment of principal of and (subject to Section 2.13)
interest, if any, on the Security, on or after the respective due dates with
respect to such payments expressed in such Security, and, if applicable, to
convert such Security on the terms and subject to the conditions applicable to
Securities of such series, or to bring suit for the enforcement of any such
payment on or after such respective dates or of such right to convert, if any,
shall not be impaired or affected without the consent of the Holder.

SECTION 6.08.        COLLECTION SUIT BY TRUSTEE.

              If an Event of Default specified in Section 6.01(1) or (2) occurs
and is continuing with respect to the Securities of any series, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company for the whole amount which then shall have become due and remain unpaid
for principal and interest, if any, on the Securities of such series.

SECTION 6.09.        TRUSTEE MAY FILE PROOFS OF CLAIM.

              The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee and the Securityholders allowed in any judicial proceedings relative to
the Company, its creditors or its property and to collect and receive money,
property or securities payable or deliverable on any such claims and to
distribute the same.
<PAGE>
                                      -34-


SECTION 6.10.        PRIORITIES.

              If the Trustee collects any money pursuant to this Article, it
shall pay out the money in the following order:

              First: to the Trustee for amounts due under Section 7.07;

              Second: to the payment of items to which the Securities have been
       subordinated as contemplated by Article Ten and Section 2.02;

              Third: to the payment of amounts due and unpaid for principal and
       interest, if any, on the Securities in respect of which such money has
       been collected, ratably, without preference or priority of any kind,
       according to the amounts which then shall have become due and payable on
       such Securities for principal and interest, respectively; and

              Fourth: to the Company.

              The Trustee may fix a record date and payment date for any payment
to Securityholders pursuant to this Section, notice of which shall be mailed to
each Securityholder by the Company at least 15 days before such record date.

SECTION 6.11.        UNDERTAKING FOR COSTS.

              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 or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section does not apply to a suit by the Trustee, a suit by a
Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in
aggregate principal amount of the outstanding Securities of any series.
<PAGE>
                                      -35-


                                  ARTICLE SEVEN

                                     TRUSTEE

              All the provisions of this Article Seven apply to the Trustee
acting in all its appointed capacities pursuant to this Indenture unless any
provision specifically applies to the Trustee only in its capacity as Trustee.

SECTION 7.01.        DUTIES OF TRUSTEE.

              (a)    If an Event of Default with respect to Securities of any
series has occurred and is continuing, the Trustee shall with respect to such
series exercise such of the rights and powers vested in it by this Indenture
with respect to such series 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.

              (b)    With respect to Securities of any series, except during the
continuance of an Event of Default with respect to Securities of such series:

              (1)    The Trustee need perform only those duties that are
       specifically set forth in this Indenture or the TIA and no others.

              (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 conforming to the requirements of this
       Indenture. The Trustee, however, shall, with respect to certificates or
       opinions which by any provision hereof are required to be provided to the
       Trustee, examine the certificates and opinions to determine whether or
       not they conform to the requirements of this Indenture (but need not
       confirm or investigate the accuracy of mathematical calculations or other
       facts stated therein).

              (c)    The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its willful misconduct,
except that:

              (1)    This paragraph does not limit the effect of paragraph (b)
       of this Section.
<PAGE>
                                      -36-


              (2)    The Trustee shall not be liable for any error of judgment
       made in good faith by a Trust Officer, unless it is proved that the
       Trustee was negligent in ascertaining the pertinent facts.

              (3)    The Trustee shall not be liable with respect to any action
       it takes or omits to take in good faith in accordance with a direction
       received by it pursuant to Section 6.05.

              (d)    Every provision of this Indenture that in any way relates
to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.

              (e)    The Trustee may refuse to perform any duty or exercise any
right or power unless it receives indemnity satisfactory to it against any loss,
liability or expense.

              (f)    The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.
Money held in trust by the Trustee need not be segregated from other funds
except to the extent required by law.

              (g)    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.

SECTION 7.02.        RIGHTS OF TRUSTEE.

              (a)    The Trustee may conclusively rely on any document believed
by it to be genuine and to have been signed or presented by the proper Person.
The Trustee need not investigate any fact or matter stated in the document.

              (b)    Before the Trustee acts or refrains from acting, it may
consult with counsel of its selection or require an Officers' Certificate, an
Opinion of Counsel, and/or an accountant's certificate. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on the
advice of such counsel the Officers' Certificate, Opinion of Counsel or
accountant's certificate.
<PAGE>
                                      -37-


              (c)    The Trustee may act through agents and counsel and shall
not be responsible for the misconduct or negligence of any agent or counsel
appointed with due care.

              (d)    The Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within its
rights or powers.

              (e)    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.

              (f)    The Trustee shall not be deemed to have notice of any
Default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event which is in fact
such a default is received by the Trustee at the Corporate Trust Office of the
Trustee, and such notice references the Securities and this Indenture.

SECTION 7.03.        INDIVIDUAL RIGHTS OF TRUSTEE.

              The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or its
Affiliates with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. The Trustee, however, must comply with
Sections 7.10 and 7.11.

SECTION 7.04.        TRUSTEE'S DISCLAIMER.

              The Trustee makes no representation as to the validity or adequacy
of this Indenture or the Securities; it shall not be accountable for the
Company's use of the proceeds from the Securities; and it shall not be
responsible for any statement in the Indenture or the Securities other than its
certificate of authentication.

SECTION 7.05.        NOTICE OF DEFAULTS.

              If a Default occurs and is continuing with respect to Securities
of any series and if it is actually known to a Trust Officer of the Trustee, the
Trustee shall transmit by mail to each Securityholder or such series in the
manner and to the extent provided in TIA ss. 313(c) notice of the Default within
90 days after its occurs or as soon as reasonably practicable thereafter. Except
in the case of a default in payment of principal of or interest on any Security
of such series (in-

<PAGE>
                                      -38-


cluding default in the making of any mandatory sinking fund or mandatory
repurchase payment), the Trustee may withhold the notice if and so long as a
committee of its Trust Officers in good faith determines that withholding the
notice is in the interests of Securityholders of such series.

SECTION 7.06.        REPORTS BY TRUSTEE TO HOLDERS.

              Within 60 days after each May 15 beginning with the May 15
following the date on which Securities are originally issued under this
Indenture, the Trustee shall transmit by mail to each Securityholder in the
manner and to the extent provided in TIA ss. 313(c) a brief report dated as of
such May 15 that complies with TIA ss. 313(a) if such report is required by TIA
ss. 313(a). The Trustee also shall comply with TIA ss. 313(b).

              A copy of each report at the time of its mailing to
Securityholders shall be filed by the Company with the SEC and each stock
exchange on which the Securities are listed.

              The Company will promptly notify the Trustee if and when the
Securities of any series are listed on any stock exchange.

SECTION 7.07.        COMPENSATION AND INDEMNITY.

              The Company shall pay to the Trustee such compensation for its
services as shall be agreed upon in a writing between the Company and the
Trustee. The Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Company shall reimburse the
Trustee upon request for all reasonable out-of-pocket expenses incurred by it.
Such expenses shall include the reasonable compensation and expenses of the
Trustee's agents and counsel.

              The Company shall indemnify the Trustee or any predecessor Trustee
and their agents for and to hold them harmless against any loss, damages,
claims, expenses or liability incurred by it arising out of or in connection
with the acceptance or administration of this trust and its duties hereunder.
The Trustee shall notify the Company promptly of any claims asserted against the
Trustee for which it may seek indemnity. Failure of the Trustee to so notify the
Company shall not relieve the Company of its obligations hereunder. The Company
shall have the right to elect to defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have separate counsel and the Company
shall pay the reasonable fees and expenses of such counsel. The Company need not
pay for any

<PAGE>
                                      -39-


settlement made without its written consent, which consent shall not be
unreasonably withheld. The Company need not reimburse any expense or indemnify
against any loss or liability incurred by the Trustee through negligence or bad
faith.

              To secure the Company's payment obligations in this Section, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee, except that held in trust to pay principal of or
interest on particular Securities.

              When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(4) or (5) occurs, the expenses and
the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

              The provisions of this Section shall survive the termination of
this Indenture.

SECTION 7.08.        REPLACEMENT OF TRUSTEE.

              The Trustee may resign at any time with respect to Securities of
one or more series by so notifying the Company. The Holders of a majority in
aggregate principal amount of the outstanding Securities of any series may
remove the Trustee with respect to the Securities of such series by so notifying
the removed Trustee and may appoint a successor Trustee with the Company's
consent. The Company shall remove the Trustee if:

              (1)    the Trustee fails to comply with Section 7.10;

              (2)    the Trustee is adjudged a bankrupt or an insolvent;

              (3)    a receiver or other public officer takes charge of the
       Trustee or its property; or

              (4)    the Trustee becomes incapable of acting.

              If the Trustee resigns or is removed, or if a vacancy exists in
the office of the Trustee for any reason, with respect to the Securities of one
or more series, the Company shall promptly appoint a successor Trustee or
Trustees (it being understood that any such successor Trustee may be appointed
with respect to the Securities of one or more or all of such

<PAGE>
                                      -40-


series and that at any time there shall be only one Trustee with respect to the
Securities of any particular series).

              A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that,
the retiring Trustee shall transfer all property held by it as Trustee to the
successor Trustee (subject to its lien, if any, provided for in Section 7.07),
the resignation or removal of the retiring Trustee shall become effective, and
the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. A successor Trustee shall mail notice of its
succession to each Securityholder.

              If a successor Trustee with respect to Securities of any series
does not take office within 30 days after the retiring Trustee resigns or is
removed, the retiring Trustee (at the expense of the Company), the Company or
the Holders of a majority in aggregate principal amount of the outstanding
Securities of such series may petition any court of competent jurisdiction for
the appointment of a successor Trustee.

              If the Trustee fails to comply with Section 7.10, any
Securityholder may petition any court of competent jurisdiction for the removal
of the Trustee with respect to all Securities and the appointment of a successor
Trustee.

SECTION 7.09.        SUCCESSOR TRUSTEE BY MERGER, ETC.

              If the Trustee consolidates with, mergers or converts into, or
transfers all or substantially all of its corporate trust assets (including the
administration of this Indenture) to, another corporation or national banking
association, the successor corporation or national banking association without
any further act shall be the successor Trustee.

SECTION 7.10.        ELIGIBILITY; DISQUALIFICATION.

              This Indenture shall always have a Trustee who satisfies the
requirements of TIA ss. 310(a). The Trustee shall always have (or in the case of
a subsidiary of a bank holding company that guarantees the obligations of the
Trustee under this Indenture, such holding company parent shall have) a combined
capital and surplus of at least $50,000,000 as set forth in its most recent
published annual report of condition. With respect to the Securities of each
series, the Trustee shall comply with TIA ss. 310(b). In determining whether the
Trustee has a conflicting interest as defined in TIA ss. 310(b) with re-

<PAGE>
                                      -41-


spect to the Securities of any series, there shall be excluded this Indenture
with respect to the Securities of any series other than that series. Nothing
herein shall prevent the Trustee from filing with the SEC the application
referred to in the second to last paragraph of TIA ss. 310(b).

SECTION 7.11.        PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

              The Trustee shall comply with TIA ss. 311(a), excluding any
creditor relationship listed in TIA ss. 311(b). A Trustee who has resigned or
been removed shall be subject to TIA ss. 311(a) to the extent indicated.

SECTION 7.12.        TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE COMPANY.

              Any application by the Trustee for written instructions from the
Company may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the date
on and/or after which such action shall be taken or such omission shall be
effective. The Trustee shall not be liable for any action taken by, or omission
of, the Trustee in accordance with a proposal included in such application on or
after the date specified in such application (which date shall not be less than
three Business Days after the date any officer of the Company actually receives
such application, unless any such officer shall have consented in writing to any
earlier date) unless prior to taking any such action (or the effective date in
the case of an omission), the Trustee shall have received written instructions
in response to such application specifying the action to be taken or omitted.


                                  ARTICLE EIGHT

                             DISCHARGE OF INDENTURE


SECTION 8.01.        TERMINATION OF COMPANY'S OBLIGATIONS.

              The Company may terminate all of its obligations under the
Securities of any series and this Indenture with respect to the Securities of
such series if either (1) all Securities of such series previously authenticated
and delivered (other than destroyed, lost or stolen Securities which have been
replaced or paid or Securities for whose payment money

<PAGE>
                                      -42-


(or, if permitted by the terms of such Securities, securities) has theretofore
been held in trust and thereafter repaid to the Company, as provided in Section
8.03) have been delivered to the Trustee for cancellation; or (2) the Company
irrevocably deposits in trust with the Trustee money or U.S. Government
Obligations sufficient to pay the principal of and interest, if any, on all
Securities of such series not theretofore cancelled or delivered to the Trustee
for cancellation (other than destroyed, lost or stolen Securities which have
been replaced or paid or Securities for whose payment money (or, if permitted by
the terms of such Securities, securities) has theretofore been held in trust and
thereafter repaid to the Company, as provided in Section 8.03) to maturity or
redemption, as the case may be.

              The Company's obligations in Sections 2.05, 2.06, 2.07, 2.08,
2.09, 4.01, 7.07, 7.08 and 8.03 of this Indenture, however, shall survive until
the Securities of such series are no longer outstanding. Thereafter, the
Company's obligations in Sections 7.07 and 8.03 shall survive. Notwithstanding
the satisfaction and discharge of this Indenture with respect to the Securities
of any series, if money or U.S. Government Obligations shall have been deposited
with the Trustee pursuant to clause (2) of the first paragraph of this Section,
the obligations of the Trustee under Section 8.02 and the second sentence of
Section 8.03 shall survive.

              After a deposit and if all other conditions thereto are met, the
Trustee for the Securities of such series shall be required to execute an
instrument acknowledging satisfaction and discharge of this Indenture with
respect to such Securities, except for those surviving obligations specified
above; PROVIDED, HOWEVER, that the Trustee shall not be required to execute such
instrument until the expiration of 90 days after the date of a deposit and that
such instrument may be made subject to the condition that such deposit had been
in compliance with any applicable terms of the Securities of such series
relating to subordination (as contemplated by Article Ten and Section 2.02).

              In order to have money available on a payment date to pay the
principal of or interest, if any, on the Securities, the U.S. Government
Obligations shall be payable as to principal or interest on or before such
payment date in such amounts as will provide the necessary money. U.S.
Government Obligations shall not be callable at the issuer's option.
<PAGE>
                                      -43-


SECTION 8.02.        APPLICATION OF TRUST FUND.

              The Trustee shall hold in trust money and U.S. Government
Obligations deposited with it pursuant to Section 8.01. Subject to any
applicable terms of the Securities of any series relating to subordination (as
contemplated by Article Ten and Section 2.02), the Trustee shall apply the
deposited money and the money from the U.S. Government Obligations through the
Paying Agent and in accordance with the provisions of the Securities of such
series and this Indenture to the payment of principal of and interest, if any,
on the Securities of such series for the payment of which such money or U.S.
Government Obligations has been deposited with the Trustee.

              The Company shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 8.01 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of outstanding Securities.

SECTION 8.03.        REPAYMENT TO COMPANY.

              The Trustee and the Paying Agent shall promptly pay to the Company
upon written request any excess money or securities held by them at any time.
The Trustee and the Paying Agent shall pay to the Company upon written request
any money or securities held by them for the payment of principal or interest,
if any, that remains unclaimed for two years. After that, Holders entitled to
the money or securities must look to the Company for payment unless an
applicable abandoned property law designates another Person.


                                  ARTICLE NINE

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS


SECTION 9.01.        WITHOUT CONSENT OF HOLDERS.

              The Company and the Trustee may amend or supplement this Indenture
or the Securities of any series without notice to or consent of any
Securityholder:

              (1)    to cure any ambiguity, defect or inconsistency;
<PAGE>
                                      -44-


              (2)    to comply with Section 5.01;

              (3)    to establish the form or terms of Securities of any series
       as permitted by Sections 2.01 and 2.02;

              (4)    to add to the covenants of the Company for the benefit of
       the Holders of all or any series of Securities (and if such covenants are
       to be for the benefit of less than all series of Securities, stating that
       such covenants are expressly being included solely for the benefit of
       such series) or to surrender any right or power herein conferred upon the
       Company;

              (5)    to add any additional Events of Default (and if such Events
       of Default are to be applicable to less than all series of Securities,
       stating that such Events of Default are expressly being included solely
       to be applicable to such series);

              (6)    to change or eliminate any of the provisions of this
       Indenture, provided that, except as otherwise contemplated by Section
       2.02(14), any such change or elimination shall become effective only when
       there is no Security outstanding of any series created prior thereto
       which is entitled to the benefit of such provision;

              (7)    to add 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 to provide for
       uncertificated Securities in addition to certificated Securities (so long
       as any "registration-required obligation" within the meaning of Section
       163(f)(2) of the Internal Revenue Code of 1986, as amended (the "Code")
       is in registered form for purposes of the Code);

              (8)    to make any change that does not materially adversely
       affect the rights of any Securityholder; or

              (9)    to comply with any requirement of the SEC in connection
       with the qualification of this Indenture under the TIA.

SECTION 9.02.        WITH CONSENT OF HOLDERS.

              The Company and the Trustee may amend or supplement this Indenture
or the Securities of any series without notice

<PAGE>
                                      -45-


to any Securityholder but with the written consent of the Holders of a majority
in aggregate principal amount of the outstanding Securities of each series
affected by such amendment or supplement. The Holders of a majority in aggregate
principal amount of the outstanding Securities of any series may on behalf of
the Holders of all Securities of such series waive compliance by the Company
with any provision of this Indenture or of Securities of such series without
notice to any Securityholder. Without the consent of each Securityholder
affected, however, the amendment, supplement or waiver, including a waiver
pursuant to Section 6.04, may not:

              (1)    reduce the amount of Securities of any series whose Holders
       must consent to an amendment, supplement or waiver;

              (2)    reduce the rate of or extend the time for payment of
       interest on any Security (or, in the case of an Original Issue Discount
       Security, reduce the rate of accrual of original issue discount);

              (3)    reduce the principal of (or any premium payable upon the
       redemption of) or change the fixed maturity of any Security (or, in the
       case of an Original Issue Discount Security, reduce the portion of the
       principal amount that would be due and payable upon acceleration of the
       maturity thereof pursuant to Section 6.02);

              (4)    change the amount or time of any payment required by any
       sinking fund provisions of the Securities of any series;

              (5)    make any change that materially adversely affects the
       rights of a Holder to require the Company to purchase a Security in
       accordance with the terms thereof and this Indenture;

              (6)    waive a default in the payment of the principal of or
       interest, if any, on any Security; or

              (7)    make any Security payable in money or securities other than
       that stated in the Security.

              It shall not be necessary for the consent of the Holders under
this Section to approve the particular form of any proposed supplement, but it
shall be sufficient if such consent approves the substance thereof.
<PAGE>
                                      -46-


              An amendment to or supplement of this 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 9.03.        COMPLIANCE WITH THE TRUST INDENTURE ACT.

              Every amendment to or supplement of this Indenture or the
Securities shall comply with the TIA as then in effect.

SECTION 9.04.        REVOCATION AND EFFECT OF CONSENTS.

              A consent to an amendment, supplement, waiver or other action by a
Holder of a Security shall bind the Holder and every subsequent Holder of a
Security or portion of a Security that evidences the same debt as the consenting
Holder's Security, even if notation of the consent is not made on any Security.
Any such Holder or subsequent Holder, however, may revoke the consent as to his
Security or portion of a Security. Such revocation shall be effective only if
the Trustee receives the notice of revocation before the date the amendment,
supplement, waiver or other action becomes effective. An amendment, supplement,
waiver or other action shall become effective on receipt by the Trustee of
written consents from the Holders of the requisite percentage in aggregate
principal amount of the outstanding Securities of the relevant series. After an
amendment, supplement or waiver becomes effective, it shall bind every
Securityholder of each series of Securities so affected.

SECTION 9.05.        NOTATION ON OR EXCHANGE OF SECURITIES.

              If an amendment, supplement or waiver changes the terms of a
Security, the Trustee may require the Holder of the Security to deliver it to
the Trustee. The Trustee may place an appropriate notation on the Security about
the changed terms and return it to the Holder. Alternatively, if the Company or
the Trustee so determines, the Company in exchange for the Security shall issue
and the Trustee shall authenticate a new Security that reflects the changed
terms.

SECTION 9.06.        TRUSTEE TO SIGN AMENDMENTS, ETC.

              The Trustee shall sign any amendment, supplement or waiver
authorized pursuant to this Article if the amendment,

<PAGE>
                                      -47-


supplement or waiver does not adversely affect the rights, duties, immunities or
liabilities of the Trustee. If it does, the Trustee may but need not sign it.
The Company may not sign an amendment or supplement until the Board of Directors
approves it.

              In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modification thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and shall be fully protected in relying upon, an Opinion of Counsel stating that
the execution of such supplemental indenture is authorized or permitted by this
Indenture.

                                   ARTICLE TEN

                                  SUBORDINATION


SECTION 10.01.       SUBORDINATION TERMS.

              The payment by the Company of the principal of, premium, if any,
and interest on the Securities of any series shall be subordinated in the manner
and to the extent provided in the Securities of such series, as contemplated by
Sections 2.01 and 2.02.


                                 ARTICLE ELEVEN

                                  MISCELLANEOUS


SECTION 11.01.       TRUST INDENTURE ACT CONTROLS.

              If any provision of this Indenture limits, qualifies or conflicts
with the duties imposed by any of TIA ss.ss. 310 to 317, inclusive, through
operation of TIA ss. 318(c), such imposed duties shall control.

SECTION 11.02.       NOTICES.

              Any notice or communication shall be sufficiently given if in
writing and delivered in person or mailed by first-class mail addressed as
follows:
<PAGE>
                                      -48-


              If to the Company:

                     XL Capital Ltd
                     XL House
                     One Bermudiana Road
                     Hamilton HM11
                     Bermuda
                     Attention:  Paul S. Giordano

              If to the Trustee:

                     U.S. Bank National Association
                     180 East Fifth Street
                     St. Paul, MN 55101
                     Attn: Corporate Trust Administration
                     (XL Capital Ltd)


              The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

              Any notice or communication mailed to a Securityholder shall be
mailed to him by first-class mail, postage prepaid, at his address as it appears
on the registration books of the Registrar and shall be sufficiently given to
him if so mailed within the time prescribed.

              Failure to mail a notice or communication to a Securityholder or
any defect in it shall not affect its sufficiency with respect to other
Securityholders. Except for a notice to the Trustee, which is deemed given only
when received, if a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.

              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 equivalent of such
notice. Waivers of notice by Holders of Securities 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.

SECTION 11.03.       COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

              Securityholders may communicate pursuant to TIA ss. 312(b) with
other Securityholders with respect to their rights under this Indenture or the
Securities. The Company,

<PAGE>
                                      -49-


the Trustee, the Registrar and anyone else shall have the protection of TIA
ss.312(c).

SECTION 11.04.       CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

              Upon any request or application by the Company to the Trustee to
take any action under this Indenture, the Company shall furnish to the Trustee:

              (1)    an Officers' Certificate stating that, in the opinion of
       the signers, all conditions precedent (including any covenants compliance
       with which constitutes a condition precedent), if any, provided for in
       this Indenture relating to the proposed action have been complied with;
       and

              (2)    an Opinion of Counsel stating that, in the opinion of such
       counsel, all such conditions precedent (including any covenants
       compliance with which constitutes a condition precedent) have been
       complied with.

SECTION 11.05.       STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

              Each Officers' Certificate or Opinion of Counsel with respect to
compliance with a condition or covenant provided for in this Indenture (other
than certificates provided pursuant to Section 4.03) shall include:

              (1)    a statement that the person making such certificate or
       opinion has read such covenant or condition;

              (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 such person, he has
       made such examination or investigation as is necessary to enable him to
       express an informed opinion as to whether or not such covenant or
       condition has been complied with; and

              (4)    a statement as to whether or not, in the opinion of such
       person, such condition or covenant has been complied with.
<PAGE>
                                      -50-


SECTION 11.06.       WHEN TREASURY SECURITIES DISREGARDED.

              In determining whether the Holders of the required aggregate
principal amount of Securities of any series have concurred in any direction,
waiver or consent, Securities of such series owned by the Company or by any
Affiliate of the Company shall be disregarded and treated as not outstanding,
except that for the purposes of determining whether the Trustee shall be
protected in relying on any such direction, waiver or consent, only Securities
of such series which the Trustee actually knows are so owned shall be so
disregarded.

SECTION 11.07.       RULES BY TRUSTEE AND AGENTS.

              The Trustee may make reasonable rules for action by or a meeting
of the Securityholders of all series or any series. The Registrar and Paying
Agent may make reasonable rules for its functions.

SECTION 11.08.       LEGAL HOLIDAYS.

              A "Legal Holiday" is a Saturday, a Sunday, or a day on which
banking institutions in the City of New York, New York or any place of payment
are not required to be open. If a specified date (including a date for giving
notice) is a Legal Holiday, any action to be taken on such date pursuant to this
Indenture or the Securities (including such conversion) may be taken on the next
succeeding day that is not a Legal Holiday, and, to the extent applicable, no
interest, or original issue discount, as the case may be, shall accrue for the
intervening period.

SECTION 11.09.       GOVERNING LAW.

              The internal laws of the State of New York shall govern this
Indenture and the Securities.

SECTION 11.10.       NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

              This Indenture may not be used to interpret another indenture,
loan or debt agreement of the Company or a Subsidiary. Any such indenture, loan
or debt agreement may not be used to interpret this Indenture.
<PAGE>
                                      -51-


SECTION 11.11.       NO RECOURSE AGAINST OTHERS.

              No past, present or future director, officer, employee or
stockholder, as such, of the Company or the Trustee or any successor of either
thereof shall have any liability for any obligations of the Company or the
Trustee under the Securities or this Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation and all such
liability is hereby waived and released. Such waiver and release are part of the
consideration for the issue of the Securities.

SECTION 11.12.       SUCCESSORS.

              All agreements of the Company in this Indenture and the Securities
shall bind its successor. All agreements of the Trustee in this Indenture shall
bind its successor.

SECTION 11.13.       DUPLICATE ORIGINALS.

              The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement.

SECTION 11.14.       TABLE OF CONTENTS, HEADINGS, ETC.

              The table of contents and the titles and headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part hereof, and shall in no way modify or
restrict any of the terms or provisions hereof.

SECTION 11.15.       ACTS OF HOLDERS.

              (a)    Any direction, 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. 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. Proof of execution of any such instrument or of a
writing appointing any such agent, or of the holding by any person of a
Security, shall be sufficient for any purpose of this Indenture and (subject to
Section 7.01) conclusive in favor of the Trustee, the Company and any Agent, if
made in the manner provided in this Section.
<PAGE>
                                      -52-


              (b)    The fact and date of the execution by any Person of any
such instrument may be proved by the affidavit of a witness of such execution or
by a certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds. Where such execution is by a signer acting in a
capacity other than his individual capacity, such certificate or affidavit shall
also constitute sufficient proof of his authority. The fact and date of the
execution of any such instrument, or the authority of the Person executing the
same, may also be proved in any other manner which the Trustee deems sufficient.

              (c)    The ownership, principal amount and serial numbers of
outstanding Securities held by any person, and the date of holding the same,
shall be provided by the security register.

              (d)    If the Company shall solicit from the Holders of any
Securities any direction, consent, waiver or other authorization, the Company
may at its option (but is not obligated to), by or pursuant to a resolution of
the Board of Directors, fix in advance a record date for the determination of
Holders of Securities entitled to give such direction, consent, waiver or other
authorization. Notwithstanding TIA ss. 316(c), such record date shall be the
record date specified in or pursuant to such resolution of the Board of
Directors, which shall be a date not earlier than 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
direction, consent, waiver or other authorization may be given before or after
such record date, but only the Holders of Securities of record at the close of
business on such record date shall be deemed to be Holders for the purpose of
determining whether Holders of the requisite proportion of outstanding
Securities have authorized or agreed or consented to such direction, consent,
waiver or other authorization, and for that purpose the outstanding Securities
shall be computed as of such record date; provided that no such consent or other
authorization by the Holders 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 consent, waiver or other authorization by the Holder of
any Security shall bind such Holder and 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, any Agent or the

<PAGE>
                                      -53-


Company in reliance thereon, whether or not notation of such action is made upon
such Security.

SECTION 11.16.       ASSIGNMENT.

              The Company shall have the right at all times to assign any to its
rights or obligations under this Indenture to a direct or indirect wholly owned
Subsidiary of the Company; PROVIDED, HOWEVER, that, in the event of any such
assignment, the Company shall remain liable for all such obligations.
<PAGE>
                                      -54-


              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>
                                      -55-


              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