<PAGE>

                                                                     Exhibit 4.1

================================================================================

                  ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD,

                                   as Issuer,

                                       and

                              THE BANK OF NEW YORK,

                                   as Trustee

                                   ----------

                                    INDENTURE

                          Dated July [________], 2006

                                   ----------

                             Senior Debt Securities

================================================================================

<PAGE>

          Reconciliation and tie between Trust Indenture Act of 1939 and
Indenture, dated as of July [________], 2006.

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

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
ARTICLE ONE        DEFINITIONS AND OTHER PROVISIONS OF GENERAL
                   APPLICATION...........................................     1
   SECTION 101.    Definitions...........................................     1
   SECTION 102.    Compliance Certificates and Opinions..................     6
   SECTION 103.    Form of Documents Delivered to Trustee................     7
   SECTION 104.    Acts of Holders.......................................     7
   SECTION 105.    Notices, Etc., to Trustee and Company.................     8
   SECTION 106.    Notice to Holders; Waiver.............................     9
   SECTION 107.    Conflict with Trust Indenture Act.....................     9
   SECTION 108.    Effect of Headings and Table of Contents..............     9
   SECTION 109.    Successors and Assigns................................     9
   SECTION 110.    Severability Clause...................................    10
   SECTION 111.    Benefits of Indenture.................................    10
   SECTION 112.    GOVERNING LAW.........................................    10
   SECTION 113.    Legal Holidays........................................    10
   SECTION 114.    References to Currency................................    10
   SECTION 115.    Agent for Service; Submission to Jurisdiction; Waiver
                   of Immunities.........................................    10
   SECTION 116.    Judgment Currency.....................................    11
   SECTION 117.    Waiver of Jury Trial..................................    11
   SECTION 118.    Force Majeure.........................................    12

ARTICLE TWO        SECURITY FORMS........................................    12
   SECTION 201.    Forms Generally.......................................    12
   SECTION 202.    Form of Trustee's Certificate of Authentication.......    12
   SECTION 203.    Securities Issuable in the Form of a Global Security..    13

ARTICLE THREE      THE SECURITIES........................................    15
   SECTION 301.    Amount Unlimited; Issuable in Series..................    15
   SECTION 302.    Denominations.........................................    17
   SECTION 303.    Execution, Authentication, Delivery and Dating........    17
   SECTION 304.    Temporary Securities..................................    18
   SECTION 305.    Registration, Registration of Transfer and Exchange...    19
   SECTION 306.    Mutilated, Destroyed, Lost and Stolen Securities......    20
   SECTION 307.    Payment of Interest; Interest Rights Preserved........    20
   SECTION 308.    Persons Deemed Owners.................................    21
   SECTION 309.    Cancellation..........................................    22
   SECTION 310.    Computation of Interest...............................    22
   SECTION 311.    CUSIP and ISIN Numbers................................    22
</TABLE>


                                        i

<PAGE>

<TABLE>
<S>                                                                         <C>
ARTICLE FOUR       SATISFACTION AND DISCHARGE............................    22
   SECTION 401.    Satisfaction and Discharge of Indenture...............    22
   SECTION 402.    Application of Trust Funds; Indemnification...........    24
   SECTION 403.    Defeasance and Discharge of Indenture.................    24
   SECTION 404.    Defeasance of Certain Obligations.....................    26
   SECTION 405.    Reinstatement.........................................    27

ARTICLE FIVE       REMEDIES..............................................    27
   SECTION 501.    Events of Default.....................................    27
   SECTION 502.    Acceleration of Maturity; Rescission and Annulment....    28
   SECTION 503.    Collection of Indebtedness and Suits for Enforcement
                   by Trustee............................................    29
   SECTION 504.    Trustee May File Proofs of Claim......................    30
   SECTION 505.    Trustee May Enforce Claims Without Possession of
                   Securities............................................    31
   SECTION 506.    Application of Money Collected........................    31
   SECTION 507.    Limitation on Suits...................................    31
   SECTION 508.    Unconditional Right of Holders to Receive Principal,
                   Premium, Interest and Additional Amounts..............    32
   SECTION 509.    Restoration of Rights and Remedies....................    32
   SECTION 510.    Rights and Remedies Cumulative........................    32
   SECTION 511.    Delay or Omission Not Waiver..........................    33
   SECTION 512.    Control by Holders....................................    33
   SECTION 513.    Waiver of Past Defaults...............................    33
   SECTION 514.    Undertaking for Costs.................................    34
   SECTION 515.    Waiver of Stay or Extension Laws......................    34

ARTICLE SIX        THE TRUSTEE...........................................    34
   SECTION 601.    Certain Duties and Responsibilities...................    34
   SECTION 602.    Notice of Defaults....................................    35
   SECTION 603.    Certain Rights of Trustee.............................    36
   SECTION 604.    Not Responsible for Recitals or Issuance of
                   Securities............................................    37
   SECTION 605.    May Hold Securities...................................    37
   SECTION 606.    Money Held in Trust...................................    37
   SECTION 607.    Compensation and Reimbursement........................    38
   SECTION 608.    Disqualification; Conflicting Interests...............    38
   SECTION 609.    Corporate Trustee Required; Eligibility...............    38
   SECTION 610.    Resignation and Removal; Appointment of Successor.....    39
   SECTION 611.    Acceptance of Appointment by Successor................    40
   SECTION 612.    Merger, Conversion, Consolidation or Succession to
                   Business..............................................    41
   SECTION 613.    Preferential Collection of Claims Against Company.....    42
</TABLE>


                                       ii

<PAGE>

<TABLE>
<S>                                                                         <C>
ARTICLE SEVEN      HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY.....    42
   SECTION 701.    Company to Furnish Trustee Names and Addresses of
                   Holders...............................................    42
   SECTION 702.    Preservation of Information; Communications to
                   Holders...............................................    42
   SECTION 703.    Reports by Trustee....................................    42
   SECTION 704.    Reports by Company....................................    43

ARTICLE EIGHT      SUCCESSOR CORPORATION.................................    44
   SECTION 801.    When Company May Merge or Transfer Assets.............    44

ARTICLE NINE       AMENDMENTS & SUPPLEMENTAL INDENTURES..................    44
   SECTION 901.    Amendments or Supplemental Indentures without Consent
                   of Holders............................................    44
   SECTION 902.    Amendments or Supplemental Indentures with Consent of
                   Holders...............................................    45
   SECTION 903.    Execution of Supplemental Indentures..................    46
   SECTION 904.    Effect of Supplemental Indentures.....................    47
   SECTION 905.    Conformity with Trust Indenture Act...................    47
   SECTION 906.    Reference in Securities to Supplemental Indentures....    47

ARTICLE TEN        COVENANTS.............................................    47
   SECTION 1001.   Payment of Principal, Premium, Interest and Additional
                   Amounts...............................................    47
   SECTION 1002.   Maintenance of Office or Agency.......................    47
   SECTION 1003.   Money or Securities; Payments to Be Held in Trust.....    48
   SECTION 1004.   Statement by Officers as to Default...................    50
   SECTION 1005.   Waiver of Certain Covenants...........................    50

ARTICLE ELEVEN     REDEMPTION OF SECURITIES..............................    50
   SECTION 1101.   Applicability of Article..............................    50
   SECTION 1102.   Election to Redeem; Notice to Trustee.................    50
   SECTION 1103.   Selection by Trustee of Securities to Be Redeemed.....    51
   SECTION 1104.   Notice of Redemption..................................    51
   SECTION 1105.   Deposit of Redemption Price...........................    52
   SECTION 1106.   Securities Payable on Redemption Date.................    52
   SECTION 1107.   Securities Redeemed in Part...........................    53

ARTICLE TWELVE     SINKING FUNDS.........................................    53
   SECTION 1201.   Applicability of Article..............................    53
   SECTION 1202.   Satisfaction of Sinking Fund Payments with
                   Securities............................................    54
   SECTION 1203.   Redemption of Securities for Sinking Fund.............    54
</TABLE>



                                       iii
<PAGE>

          INDENTURE, dated July [__], 2006 between Allied World Assurance
Company Holdings, Ltd, a Bermuda company (herein called the "COMPANY"), having
its principal office at 43 Victoria Street, Hamilton HM 12, Bermuda, and The
Bank of New York, a New York banking corporation, as trustee hereunder (herein
called the "TRUSTEE").

                             RECITALS OF THE COMPANY

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

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

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 101. Definitions.

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

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

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

          (3) all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with generally accepted accounting
     principles in the United States, and, except as otherwise herein expressly
     provided, the term "generally accepted accounting principles" with respect
     to any computation required or permitted hereunder shall mean such
     accounting principles as are generally accepted at the date of such
     computation;

          (4) the words "herein," "hereof" and "hereunder" and other words of
     similar import refer to this Indenture as a whole and not to any particular
     article, section or other subdivision; and

<PAGE>

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

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

          "ADDITIONAL AMOUNTS" means any additional amounts which are required
hereby or by any Security, under circumstances specified herein or therein, to
be paid by the Company in respect of certain taxes, assessments or other
governmental charges imposed on Holders specified therein and which are owing to
such Holders.

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

          "BOARD OF DIRECTORS" means either the board of directors (or the
functional equivalent thereof) of the Company or any duly authorized committee
of that board duly authorized to act hereunder.

          "BOARD RESOLUTION" means a copy of a resolution, certified by the
secretary or an assistant secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, delivered to the Trustee.

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

          "CAPITAL STOCK" of any Person means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, including preferred
stock, but excluding any debt securities convertible into such equity.

          "CERTIFICATED SECURITIES" means Securities that are in registered
definitive form.

          "COMMISSION" means the Securities and Exchange Commission, as from
time to time constituted, created under the Exchange Act, or, if at any time
after the execution of this instrument such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties at such time.


          "COMMON SHARES" means the common shares, $0.03 par value per share, of
the Company existing on the date of this Indenture or any other shares of
Capital Stock of the Company into which such common shares shall be reclassified
or changed.


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


                                        2

<PAGE>

          "COMPANY REQUEST" or "COMPANY ORDER" means a written request or order
signed in the name of the Company by its chairman of the Board of Directors, a
vice chairman, its president or a vice president, and by its treasurer, an
assistant treasurer, its secretary or an assistant secretary, and delivered to
the Trustee.

          "CORPORATE TRUST OFFICE" means the office of the Trustee at which at
any particular time the trust created by this Indenture shall be administered,
which office, at the time of the execution of this Indenture, is located at 101
Barclay Street, Fl.8W, New York, NY- 10289, Attention: Corporate Trust
Administration.

          "DEFAULTED INTEREST" has the meaning specified in Section 307.

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

          "EVENT OF DEFAULT" has the meaning specified in Section 501.

          "EXCHANGE ACT" means the United States Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated by the Commission
thereunder.

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

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

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


          "INTEREST PAYMENT DATE" when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.


          "LIEN" means any mortgage, pledge, lien, security interest or other
encumbrance.


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



                                        3

<PAGE>

          "OFFICERS' CERTIFICATE" means a certificate signed by (i) the chairman
of the board, the president or a vice president, and (ii) by the principal
financial officer, a vice president, the treasurer, an assistant treasurer, the
secretary or an assistant secretary, of the Company, and delivered to the
Trustee.

          "OPINION OF COUNSEL" means written opinion of counsel, who may be
counsel for the Company.

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


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


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

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

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

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


                                        4

<PAGE>

Officers' Certificate as conclusive evidence of the facts therein set forth and
of the fact that all Securities not listed therein are Outstanding for the
purposes of any such determination.

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

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


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


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


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



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


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


          "RESPONSIBLE OFFICER" when used with respect to the Trustee, means
any officer of the Trustee assigned by the Trustee to administer its corporate
trust matters with respect to this Indenture.


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

          "SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective
meanings specified in Section 305.

          "SPECIAL RECORD DATE" for the payment of any Defaulted Interest means
a date fixed by the Trustee pursuant to Section 307.


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


          "SUBSIDIARY" means, with respect to any Person:


                                        5

<PAGE>

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

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

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

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

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

          "U.S. GOVERNMENT OBLIGATIONS" means securities which are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation of the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company which is a member
of the Federal Reserve System and having a combined capital and surplus of at
least $50,000,000 as custodian with respect to any such obligation evidenced by
such depository receipt or a specific payment of interest on or principal of any
such obligation held by such custodian for the account of the holder of a
depository receipt; provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depository receipt from any amount received by the custodian in respect of
the obligation set forth in (i) or (ii) above or the specific payment of
interest on or principal of such obligation evidenced by such depository
receipt.

SECTION 102. Compliance Certificates and Opinions.

          Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee an Officers' Certificate stating that all conditions precedent, if
any, provided for in this Indenture relating to the proposed action have been
complied with and, where appropriate as to matters of law, an


                                        6

<PAGE>

Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

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

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

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

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

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

SECTION 103. Form of Documents Delivered to Trustee.

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

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

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

SECTION 104. Acts of Holders.

          (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and


                                        7

<PAGE>

evidenced by one or more instruments of substantially similar tenor signed by
such Holders in person or by an agent duly appointed in writing; and, except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Trustee and, where it is
hereby expressly required, to the Company. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes referred
to as the "Act" or "Acts" of the Holders signing such instrument or instruments.
Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Indenture and (subject to
Section 601) conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section.

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

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

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

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

SECTION 105. Notices, Etc., to Trustee and Company.

          Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with:


                                        8

<PAGE>

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

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

SECTION 106. Notice to Holders; Waiver.

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

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

SECTION 107. Conflict with Trust Indenture Act.

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

SECTION 108. Effect of Headings and Table of Contents.

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

SECTION 109. Successors and Assigns.

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


                                        9

<PAGE>

SECTION 110. Severability Clause.

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

SECTION 111. Benefits of Indenture.

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

SECTION 112. GOVERNING LAW.

          THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 113. Legal Holidays.

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

SECTION 114. References to Currency.

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

SECTION 115. Agent for Service; Submission to Jurisdiction; Waiver of
Immunities.

          By the execution and delivery of this Indenture, the Company (i)
acknowledges that it has, by separate written instrument, designated and
appointed CT Corporation System (the "PROCESS AGENT"), 111 Eighth Avenue, 13th
Floor, New York, New York 10011, United States, as its authorized agent upon
which process may be served in any suit, action or proceeding arising out of or
relating to the Securities or this Indenture that may be instituted in any
Federal or state court in the State of New York, The City of New York, the
Borough of Manhattan, or brought under Federal or state securities laws or
brought by the Trustee (whether in its individual capacity or in its capacity as
Trustee hereunder), and acknowledges that the Process Agent has accepted such
designation, (ii) submits to the jurisdiction of any such court in any such
suit, action or proceeding and (iii) agrees that service of process upon the
Process Agent and written notice of said service to it at its principal office
in accordance with Section 105 hereof), shall be


                                       10

<PAGE>

deemed in every respect effective service of process upon it in any such suit or
proceeding. The Company further agrees to take any and all action, including the
execution and filing of any and all such documents and instruments as may be
necessary to continue such designation and appointment of the Process Agent in
full force and effect so long as the Securities shall be outstanding; provided
that the Company may (and shall, to the extent the Process Agent ceases to be
able to be served on the basis contemplated herein) by written notice to the
Trustee, designate such additional or alternative agents for service of process
under this Section that (i) maintains an office located in the Borough of
Manhattan, The City of New York in the State of New York, (ii) are either (a)
counsel for the Company or (b) a corporate service company which acts as agent
for service of process for other Persons in the ordinary course of its business
and (iii) agrees to act as agent for service of process in accordance with this
Section. Such notice shall identify the name of such agent for process and the
address of such agent for process in the Borough of Manhattan, The City of New
York, State of New York. Notwithstanding the foregoing, there shall, at all
times, be at least one agent for service of process for the Company appointed
and acting in accordance with this Section.

          To the extent that the Company has or hereafter may acquire any
immunity from jurisdiction of any court or from any legal process (whether
through service of notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) with respect to itself or its property, it
hereby irrevocably waives such immunity in respect of its obligations under the
above-referenced documents, to the extent permitted by law.

SECTION 116. Judgment Currency.

          The Company hereby agrees to indemnify the Trustee and each Holder
against any loss incurred by any of them as a result of any judgment or order
being given or made for any amount due under this Indenture or the Securities
and such judgment or order being expressed and paid in a currency (the "JUDGMENT
CURRENCY") other than U.S. dollars and as result of any variation as between (i)
the rate of exchange at which the U.S. dollar amount is converted into the
Judgment Currency for the purpose of such judgment or order and (ii) the spot
rate of exchange in The City of New York at which any such Person on the date of
payment of such judgment or order is able to purchase U.S. dollars with the
amount of the Judgment Currency actually received by such Person. The foregoing
indemnity shall continue in full force and effect notwithstanding any such
judgment or order as aforesaid. The term "spot rate of exchange" shall include
any premiums and costs of exchange payable in connection with the purchase of,
or conversion into, U.S. dollars.

SECTION 117. Waiver of Jury Trial.

          EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES
OR THE TRANSACTION CONTEMPLATED HEREBY.


                                       11

<PAGE>

SECTION 118. Force Majeure.

          In no event shall the Trustee be responsible or liable for any failure
or delay in the performance of its obligations hereunder arising out of or
caused by, directly or indirectly, forces beyond its control, including, without
limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil
or military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer
(software and hardware) services; it being understood that the Trustee shall use
reasonable efforts which are consistent with accepted practices in the banking
industry to resume performance as soon as practicable under the circumstances.

                                   ARTICLE TWO

                                 SECURITY FORMS

SECTION 201. Forms Generally.

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

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

SECTION 202. Form of Trustee's Certificate of Authentication.

          The Trustee's certificate of authentication required by this Article
shall be in substantially the form set forth below and executed by the Trustee
by manual signature.

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


                                       12
<PAGE>

Dated:__________

                                                The Bank of New York, as Trustee


                                        By:
                                            ------------------------------------
                                                     Authorized Officer"

SECTION 203. Securities Issuable in the Form of a Global Security.

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

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

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


                                       13

<PAGE>

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

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

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

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

          (v) In any exchange provided for in any of the preceding four
paragraphs, the Company will execute and the Trustee will authenticate and
deliver individual Securities in definitive registered form in authorized
denominations of $1,000 and any integral multiple thereof. Upon the exchange of
a Global Security for individual Securities, such Global Security shall be
cancelled by the Trustee. Securities issued in exchange for a Global Security
pursuant to this Section shall be registered in such names and in such
authorized denominations as the


                                       14

<PAGE>

Depositary for such Global Security, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Securities to the Persons in whose names such Securities are
so registered.

                                 ARTICLE THREE

                                 THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series.

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

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

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

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

          (3) the rate or rates at which the Securities of the series shall bear
     interest, if any, the date or dates from which such interest shall accrue,
     the Interest Payment Dates on which such interest shall be payable and the
     Regular Record Date for the interest payable on the Interest Payment Date;

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

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

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

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

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


                                       15

<PAGE>

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

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

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

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

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

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

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

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

          (17) additional or alternative provisions, if any, related to
     defeasance and discharge of the offered Securities;

          (18) the applicability of any guarantees;

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


                                       16

<PAGE>

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

          (21) each initial Place of Payment; and

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

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

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

SECTION 302. Denominations.

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

SECTION 303. Execution, Authentication, Delivery and Dating.

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

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

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


                                       17

<PAGE>

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

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

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

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

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

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

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

          No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder and is entitled to the
benefits of this Indenture.

SECTION 304. Temporary Securities.

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

          If temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series


                                       18

<PAGE>

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

SECTION 305. Registration, Registration of Transfer and Exchange.

          The Company shall cause to be kept at one of its offices or agencies
maintained pursuant to Section 1002 or at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the "SECURITY REGISTER") in which, subject to
Section 203 and to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Securities and of transfers of Securities.
The Trustee initially is hereby appointed "SECURITY REGISTRAR" for the purpose
of registering Securities and transfers of Securities as herein provided. The
Company may act as Security Registrar and may change or appoint a Security
Registrar without prior notice to Holders or to the Trustee.

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

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

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

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

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


                                       19

<PAGE>

transfer or exchange of Securities, other than exchanges pursuant to Section
203, 304, 906 or 1107 not involving any transfer.

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

SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.

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

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

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

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

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

SECTION 307. Payment of Interest; Interest Rights Preserved.

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


                                       20

<PAGE>

          Any interest on any Security of any series which is payable, but is
not punctually paid or duly provided for, on any Interest Payment Date (herein
called "DEFAULTED INTEREST") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (1) or (2) below:

          (1) The Company may elect to make payment of any Defaulted Interest to
     the Persons in whose names the Securities of such series (or their
     respective Predecessor Securities) are registered at the close of business
     on a Special Record Date for the payment of such Defaulted Interest, which
     shall be fixed in the following manner. The Company shall notify the
     Trustee in writing of the amount of Defaulted Interest proposed to be paid
     on each Security of such series and the date of the proposed payment (which
     proposed payment date shall be not less than 20 days after the Company's
     written notice to the Trustee, unless the Trustee and the Company shall
     agree otherwise), and at the same time the Company shall deposit with the
     Trustee an amount of money equal to the aggregate amount proposed to be
     paid in respect of such Defaulted Interest or shall make arrangements
     satisfactory to the Trustee for such deposit prior to the date of the
     proposed payment, such money when deposited to be held in trust for the
     benefit of the Persons entitled to such Defaulted Interest as in this
     clause provided. Thereupon the Trustee shall fix the Special Record Date
     for the payment of such Defaulted Interest which shall be not more than 15
     days and not less than 10 days prior to the date of the proposed payment
     and not less than 10 days after the receipt by the Trustee of the notice of
     the proposed payment. The Trustee shall promptly notify the Company of such
     Special Record Date and, in the name and at the expense of the Company,
     shall cause notice of the proposed payment of such Defaulted Interest and
     the Special Record Date therefor to be mailed, first-class postage prepaid,
     to each Holder of Securities of such series at his address as it appears in
     the Security Register, not less than 10 days prior to such Special Record
     Date. Notice of the proposed payment of such Defaulted Interest and the
     Special Record Date therefor having been so mailed, such Defaulted Interest
     shall be paid to the Persons in whose names the Securities of such series
     (or their respective Predecessor Securities) are registered at the close of
     business on such Special Record Date and shall no longer be payable
     pursuant to the following clause (2).

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

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

SECTION 308. Persons Deemed Owners.


                                       21

<PAGE>

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

SECTION 309. Cancellation.

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

SECTION 310. Computation of Interest.

          Except as otherwise specified as contemplated by Section 301 for the
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

SECTION 311. CUSIP and ISIN Numbers.

          The Company in issuing the Securities may use "CUSIP" and "ISIN"
numbers (if then generally in use), and the Trustee shall use CUSIP or ISIN
numbers, as the case may be, in notices of redemption or exchange as a
convenience to Holders and no representation shall be made as to the correctness
of such numbers either as printed on the Securities or as contained in any
notice of redemption or exchange.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture.

          This Indenture shall upon Company Request cease to be of further
effect with respect to any series of Securities (except with respect to Sections
304, 305, 306, 402, 405, 606, 607, 608, 609, 610, 611, 612, 613, 701, 702, 1002
and 1003 and Article Twelve, in each case, to the extent such Section or Article
relates to such series of Securities, which Sections and Article shall survive
until no Securities of such series are Outstanding), and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture with respect to any series of
Securities, on the first date when


                                       22

<PAGE>

          (1) either

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

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

                    (i) have become due and payable, or

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

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

     and the Company, in the case of (i), (ii) or (iii) above, has deposited or
     caused to be deposited with the Trustee as trust funds in trust for the
     purpose

                    (i) money in U.S. dollars (or if the Securities are
               denominated in a currency other than U.S. dollars, an amount of
               the applicable currency) in an amount sufficient, or

                    (ii) (a) U.S. Government Obligations which through the
               payment of interest and principal in respect thereof in
               accordance with their terms will provide not later than one day
               before the due date of any payment referred to in subclause (B)
               of this subparagraph money in an amount, or (b) a combination of
               such money and such U.S. Government Obligations, sufficient, in
               the opinion of a nationally recognized firm of independent public
               accountants expressed in a written certification thereof
               delivered to the Trustee,

     to pay and discharge the entire indebtedness on such Securities not
     theretofore delivered to the Trustee for cancellation, for principal (and
     premium, if any), interest to the date of such deposit (in the case of
     Securities which have become due and payable) or to the Stated Maturity or
     Redemption Date, as the case may be;

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


                                       23

<PAGE>

          (3) the Company has delivered to the Trustee an Officers' Certificate
     (upon which the Trustee may conclusively rely) stating that all conditions
     precedent herein provided for relating to the satisfaction and discharge of
     this Indenture have been complied with.

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

SECTION 402. Application of Trust Funds; Indemnification.

          (a) Subject to the provisions of the next to last paragraph of Section
1003, all money and U.S. Government Obligations deposited with the Trustee
pursuant to Section 401, 403 or 404 and all money received by the Trustee in
respect of U.S. Government Obligations deposited with the Trustee pursuant to
Section 401, 403 or 404 shall be held in trust and applied by it, in accordance
with the provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal (and premium, if any) and interest for whose payment such money
has been deposited with or received by the Trustee or to make mandatory sinking
fund payments or analogous payments as contemplated by Section 403 or 404, but
such money need not be segregated from other funds except to the extent required
by law.

          (b) The Company shall pay and shall indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against U.S. Government
Obligations deposited pursuant to Section 401, 403 or 404, or the interest and
principal received in respect of such obligations other than any payable by or
on behalf of Holders.

          (c) The Trustee shall deliver or pay to the Company from time to time
upon Company Request any U.S. Government Obligations or money held by it as
provided in Section 401, 403 or 404 which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are then in excess of the amount
thereof which then would have been required to be deposited for the purpose for
which such obligations or money were deposited or received.

SECTION 403. Defeasance and Discharge of Indenture.

          The Company shall be deemed to have paid and discharged the entire
indebtedness on all the Outstanding Securities on the first date all the
conditions set forth in the proviso below are satisfied, and the provisions of
this Indenture, as it relates to such Outstanding Securities, shall no longer be
in effect (and the Trustee, at the expense of the Company, shall at Company
Request, execute proper instruments acknowledging the same), except as to:

          (a) the rights of Holders of Securities to receive, from the trust
     funds described in subparagraph (1) hereof, (i) payment of the principal of
     (and premium, if any) and each installment of principal of (and premium, if
     any), interest or any Additional Amounts on the Securities on the Stated
     Maturity of such principal or installment of


                                       24

<PAGE>

     principal, interest or any Additional Amounts on a Redemption Date and (ii)
     the benefit of any mandatory sinking fund payments applicable to the
     Securities on the day on which such payments are due and payable in
     accordance with the terms of this Indenture and the Securities;

          (b) the Company's obligations with respect to such Securities under
     Sections 304, 305, 306, 402, 405, 701, 702, 1002 and 1003; and

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

provided that the following conditions shall have been satisfied:

          (1) the Company has or caused to be irrevocably deposited (except as
     provided in Section 402) with the Trustee as trust funds in trust,
     specifically pledged as security for, and dedicated solely to, the benefit
     of the Holders of the Securities,

          (i) money in U.S. Dollars (or if the Securities are denominated in a
     currency other than U.S. dollars, an amount of the applicable currency) in
     an amount sufficient, or

          (ii) (a) U.S. Government Obligations which through the payment of
     interest and principal in respect thereof in accordance with their terms
     will provide not later than one day before the due date of any payment
     referred to in clause (A) or (B) of this subparagraph money in an amount,
     or (b) a combination of such money and such U.S. Government Obligations,
     sufficient, in the opinion of a nationally recognized firm of independent
     certified public accountants expressed in a written certification thereof
     delivered to the Trustee,

     to pay and discharge (A) the principal of (and premium, if any) and each
     installment of principal of (and premium, if any) and interest on the
     Outstanding Securities on the Stated Maturity of such principal or
     installment of principal or interest or on the applicable Redemption Date
     and (B) any mandatory sinking fund payments applicable to the Securities on
     the day on which such payments are due and payable in accordance with the
     terms of this Indenture and of the Securities;

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

          (3) such deposit will not result in a breach or violation of, or
     constitute a default under, any applicable laws or any material agreement,
     or instrument to which the Company is a party or by which it is bound other
     than a default arising as a result of Liens incurred on the stock of any
     subsidiary of the Company to secure borrowings providing funds for the
     deposit referred to in subparagraph (1) of this Section;

          (4) no Event of Default or event which with notice or lapse of time
     would become an Event of Default with respect to the Securities shall have
     occurred and be continuing on the date of such deposit; and


                                       25

<PAGE>

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

SECTION 404. Defeasance of Certain Obligations.

          If this section is specified to be applicable to Securities of any
series as set forth in an indenture supplemental hereto or Board Resolution with
respect to such series, the Company may omit to comply with any term, provision
or condition set forth in the sections of this Indenture or such Security with
respect to the Securities of that series ("COVENANT DEFEASANCE") if:

          (i) with reference to this section, the Company has deposited or
     caused to be irrevocably deposited with the Trustee as trust funds in
     trust, specifically pledged as security for, and dedicated solely to, the
     benefit of the Holders of the Securities of that series,

          (1) money in U.S. dollars (or if the Securities are denominated in a
     currency other than U.S. dollars, an amount of the applicable currency) in
     an amount sufficient, or

          (2) (a) U.S. Government Obligations which through the payment of
     interest and principal in respect thereof in accordance with their terms
     will provide not later than one day before the due date of any payment
     referred to in clause (A) or (B) of this subparagraph money in an amount,
     or (b) a combination of such money and such U.S. Government Obligation,
     sufficient, in the opinion of a nationally recognized firm of independent
     public accountants expressed in a written certification thereof delivered
     to the Trustee,

     to pay and discharge (A) the principal of (and premium, if any) and each
     installment of principal (and premium, if any) and interest on the
     Outstanding Securities of that series on the Stated Maturity of such
     principal or installment of principal or interest and (B) any mandatory
     sinking fund payments or analogous payments applicable to Securities of
     such series on the day on which such payments are due and payable in
     accordance with the terms of the Indenture and of such Securities;

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

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


                                       26

<PAGE>

     on the stock of any subsidiary of the Company to secure borrowings
     providing funds for the deposit referred to in subparagraph (1) of this
     Section;

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

          (v) the Company has delivered to the Trustee an Officers' Certificate
     (upon which the Trustee may conclusively rely) stating that all conditions
     precedent herein provided for relating to the defeasance contemplated by
     this section have been complied with.

SECTION 405. Reinstatement.

          If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Sections 401, 403 or 404 by reason of
any legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company's obligations under this Indenture and the Securities
of the applicable series shall be revived and reinstated as though no deposit
had occurred pursuant to Sections 401, 403 or 404, as the case may be, until
such time as the Trustee or Paying Agent is permitted to apply all such money or
U.S. Government Obligations in accordance with Sections 401, 403 or 404;
provided that, if the Company has made any payment of principal of or interest
on the Securities of any series because of the reinstatement of its obligations,
the Company shall be subrogated to the rights of the Holders of such Securities
to receive such payment from the money or U.S. Government Obligations held by
the Trustee or Paying Agent.

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501. Events of Default.

          "EVENT OF DEFAULT" (except as otherwise specified or contemplated by
Section 301 for Securities of any series) wherever used herein with respect to
Securities of any series, means any one of the following events:

          (1) default in the payment of any interest upon any Security of that
     series or any Additional Amounts payable with respect thereto, when it
     becomes due and payable, and continuance of such default for a period of 30
     days; or


                                       27
<PAGE>

          (2) default in the payment of the principal of (or premium, if any,
     on) any Security of that series, or any Additional Amounts payable with
     respect thereto, at its Maturity; or

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

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

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

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

SECTION 502. Acceleration of Maturity; Rescission and Annulment.

          If an Event of Default (other than with respect to an Event of Default
under clause (5) of Section 501) with respect to Securities of any series at the
time Outstanding occurs and is continuing, then in every such case the Trustee
or the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if the
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of that series) of all
of the Securities of that series to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) shall become
immediately due and payable.


                                       28

<PAGE>

          In the case of an Event of Default of the type set forth in clause (5)
of Section 501, which occurs and is continuing with respect to Securities of any
series at the time Outstanding, then all unpaid principal of, accrued interest
and any Additional Amounts on all such Outstanding Securities of that series
shall become immediately due and payable without any notice or other action on
the part of the Trustee or the Holders of any Securities of such series.

          At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if

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

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

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

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

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

     and

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

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

SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee.

          The Company covenants that if

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

          (2) default is made in the payment of the principal of (or premium, if
     any, on) and any Additional Amounts payable, with respect to any Security
     at the Maturity thereof,


                                       29

<PAGE>

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

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

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

SECTION 504. Trustee May File Proofs of Claim.

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

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

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the


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<PAGE>

Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 607.

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

SECTION 505. Trustee May Enforce Claims Without Possession of Securities.

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

SECTION 506. Application of Money Collected.

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

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

          SECOND: To the payment of the amounts then due and unpaid for
     principal of (and premium, if any), interest and any Additional Amounts on
     the Securities in respect of which or for the benefit of which such money
     has been collected ratably, without preference or priority of any kind,
     according to the amounts due and payable on such Securities for principal
     (and premium, if any), interest and any Additional Amounts respectively;
     and

          THIRD: To the Company.

SECTION 507. Limitation on Suits.

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

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


                                       31

<PAGE>

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

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

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

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

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

SECTION 508. Unconditional Right of Holders to Receive Principal, Premium,
Interest and Additional Amounts.

          Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any), (subject to Section
307) interest on such Security on the Stated Maturity or Maturities expressed in
such Security (or, in the case of redemption, on the Redemption Date) and any
Additional Amounts, and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such
Holder.

SECTION 509. Restoration of Rights and Remedies.

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

SECTION 510. Rights and Remedies Cumulative.

          Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities in the last paragraph
of Section 306, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or


                                       32

<PAGE>

hereafter existing at law or in equity or otherwise. The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

SECTION 511. Delay or Omission Not Waiver.

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

SECTION 512. Control by Holders.

          The Holders of a majority in principal amount of the Outstanding
Securities of any series (or if more than one series is affected thereby, of all
series so affected, voting as a single class) shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Securities of such series, provided that

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

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

SECTION 513. Waiver of Past Defaults.

          Subject to Section 502, the Holders of not less than a majority in
principal amount of the Outstanding Securities of any series may on behalf of
the Holders of all the Securities of such series waive any past default
hereunder with respect to such series and its consequences, except a default

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

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

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


                                       33

<PAGE>

SECTION 514. Undertaking for Costs.

          All parties to this Indenture agree, and each Holder of any Security
by his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the Outstanding Securities of any series, or to any suit instituted by
any Holder for the enforcement of the payment of the principal of (or premium,
if any), interest or any Additional Amounts on any Securities on or after the
Stated Maturity or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date). This Section shall be in lieu of
Section 315(e) of the Trust Indenture Act and such Section 315(e) is hereby
expressly excluded from this Indenture, as permitted by the Trust Indenture Act.

SECTION 515. Waiver of Stay or Extension Laws.

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

                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601. Certain Duties and Responsibilities.

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

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

          (2) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture; but in
     the case of any such certificates or opinions which by any provision hereof
     are specifically required to be furnished to the Trustee, the Trustee shall
     be under a


                                       34

<PAGE>

     duty to examine the same to determine whether or not they conform to the
     requirements of this Indenture.

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

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

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

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

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

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

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

SECTION 602. Notice of Defaults.

          Within 90 days after the occurrence of any default hereunder with
respect to the Securities of any series, the Trustee shall transmit by mail to
all Holders of Securities of such series, as their names and addresses appear in
the Security Register, notice of such default hereunder known to the Trustee,
unless such default shall have been cured or waived; provided, however, that,
except in the case of a default in the payment of the principal of (or premium,
if any), interest or any Additional Amounts, on any Security of such series or
in the payment of any sinking fund installment with respect to Securities of
such series, the Trustee shall be protected in withholding such notice if and so
long as a trust committee of directors or Responsible Officers of the Trustee in
good faith determines that the withholding of such notice is in the


                                       35

<PAGE>

interest of the Holders of Securities of such series; and provided, further,
that in the case of any default of the character specified in Section 501(4)
with respect to Securities of such series, no such notice to Holders shall be
given until at least 30 days after the occurrence thereof. For the purpose of
this Section, the term "default" means any event which is, or after notice or
lapse of time or both would become, an Event of Default with respect to
Securities of such series.

SECTION 603. Certain Rights of Trustee.

          Subject to the provisions of Section 601:

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

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

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

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

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

          (f) the Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document, but the Trustee, in its discretion, may make such further inquiry
     or investigation into such facts or matters as it may see fit, and, if the
     Trustee shall determine to make such further inquiry or investigation, it
     shall be entitled to examine the books, records and premises of the
     Company, personally or by agent or attorney at the expense of the Company
     and shall incur no liability of any kind by reason of such inquiry or
     investigation;


                                       36

<PAGE>

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

          (h) the Trustee shall not be charged with knowledge of any default or
     Event of Default with respect to any Securities (other than with respect to
     an Event of Default described in clause (1), (2) or (3) of Section 501)
     unless either (1) a Responsible Officer shall have actual knowledge of such
     default or Event of Default or (2) written notice of such default or Event
     of Default shall have been given to the Trustee by the Company or by any
     Holder of the Securities; and

          (i) the permissive rights of the Trustee enumerated herein shall not
     be construed as duties.

          (j) in no event shall the Trustee be responsible or liable for
     special, indirect, or consequential loss or damage of any kind whatsoever
     (including, but not limited to, loss of profit) irrespective of whether the
     Trustee has been advised of the likelihood of such loss or damage and
     regardless of the form of action;




SECTION 604. Not Responsible for Recitals or Issuance of Securities.

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

SECTION 605. May Hold Securities.

          The Trustee, any Paying Agent, any Security Registrar or any other
agent of the Company, in its individual or any other capacity, may become the
owner or pledgee of Securities and, subject to Sections 608 and 612, may
otherwise deal with, and collect obligations owed to it by, the Company with the
same rights it would have if it were not Trustee; Paying Agent, Security
Registrar or such other agent.

SECTION 606. Money Held in Trust.

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


                                       37

<PAGE>

SECTION 607. Compensation and Reimbursement.

          The Company agrees

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

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

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

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

          If the Trustee incurs expenses or renders services after the
occurrence of an Event of Default specified in clause (5) of Section the
expenses and compensation for the services will be intended to constitute
expenses of administration under any applicable bankruptcy law for relief of
debtors.

          The provisions of this Section shall survive the resignation or
removal of the Trustee and the termination of this Indenture.

SECTION 608. Disqualification; Conflicting Interests.

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

SECTION 609. Corporate Trustee Required; Eligibility.

          There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers having (or, in the case of the
subsidiary of a bank holding company that guarantees the obligations of the
Trustee under this Indenture, such holding company's parent shall have) a
combined capital and


                                       38

<PAGE>

surplus of at least $50,000,000 subject to supervision or examination by Federal
or State authority. If such corporation or holding company parent publishes
reports of condition at least annually, pursuant to law or the requirements of
said supervising or examining authority, then for the purposes of this Section,
the combined capital and surplus of such corporation or holding company parent
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Trustee shall cease
to be eligible in accordance with the provisions of this Section, it shall
resign immediately in the manner and with the effect hereinafter specified in
this Article.

SECTION 610. Resignation and Removal; Appointment of Successor.

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

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

          (c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series delivered to the Trustee and to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 611 shall not have been delivered to the Trustee within 30 days after
such removal, the removed Trustee may petition at the expense of the Company any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

          (d) If at any time:

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

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

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


                                       39

<PAGE>

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

          (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 611. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
611, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor appointed by the Company. If no
successor Trustee with respect to the Securities of any series shall have been
so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 611, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

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

SECTION 611. Acceptance of Appointment by Successor.

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


                                       40

<PAGE>

          (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates.

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

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

          (e) If the instrument of acceptance by a successor Trustee required by
Section 611 shall not have been delivered to the Trustee within thirty (30) days
after the giving of such notice of resignation; the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

SECTION 612. Merger, Conversion, Consolidation or Succession to Business.

          Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee (including the administration of this Indenture), shall be the
successor of the Trustee hereunder, provided such corporation shall be otherwise
qualified and eligible under this Article, without the execution or filing of
any paper or


                                       41

<PAGE>

any further act on the part of any of the parties hereto. In case any Securities
shall have been authenticated, but not delivered, by the Trustee then in office,
any successor by merger, conversion or consolidation to such authenticating
Trustee may adopt such authentication and deliver the Securities so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

SECTION 613. Preferential Collection of Claims Against Company.

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

                                 ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Company to Furnish Trustee Names and Addresses of Holders.

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

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

          (b) at such other times as the Trustee may request in writing, within
30 days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished;

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

SECTION 702. Preservation of Information; Communications to Holders.

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

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

SECTION 703. Reports by Trustee.


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<PAGE>

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

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

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

SECTION 704. Reports by Company.

          The Company shall:

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

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

          Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee shall be
entitled to rely exclusively on Officers' Certificates).


                                       43

<PAGE>

                                 ARTICLE EIGHT

                              SUCCESSOR CORPORATION

SECTION 801. When Company May Merge or Transfer Assets.

          The Company may not consolidate or amalgamate with or merge with or
into any other Person or convey, transfer, sell or lease its properties and
assets substantially as an entirety to any Person, or permit any Person to
consolidate with or merge into the Company, unless:

          (1) either (a) the Company shall be the surviving Person or (b) the
     surviving Person (if other than the Company) shall (i) be a corporation or
     limited liability company organized and existing under the laws of the
     United States of America, any state thereof, the District of Columbia, or
     Bermuda and (ii) expressly assume, by an indenture supplemental hereto,
     executed and delivered to the Trustee, in form reasonably satisfactory to
     the Trustee, all of the obligations of the Company under the Securities and
     this Indenture;

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

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

          The surviving Person of such transaction shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor had been named as the
Company herein; and thereafter, the Company shall be discharged from all
obligations and covenants under this Indenture and the Securities. Subject to
Section 903, the Company, the Trustee and the successor Person shall enter into
a supplemental indenture to evidence the succession and substitution of such
successor Person and such discharge and release of the Company.

                                  ARTICLE NINE

                      AMENDMENTS & SUPPLEMENTAL INDENTURES

SECTION 901. Amendments or Supplemental Indentures without Consent of Holders.

          The Company, when authorized by a Board Resolution; and the Trustee,
at any time and from time to time, may amend or supplement this Indenture or the
Securities without the consent of any Holder, so long as such changes (other
than those in clauses (1) or (7) of this Section) do not materially and
adversely affect the interests of the Holder:


                                       44
<PAGE>

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

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

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

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

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

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

          (7) to make any change necessary to comply with the Trust Indenture
     Act, or any amendment thereto, or to comply with any requirement of the
     Commission in connection with the qualification of the Indenture under the
     Trust Indenture Act, provided that such modification or amendment does not,
     in the good faith opinion of the Company's Board of Directors and the
     Trustee, adversely affect the interests of the Holders of the Securities in
     any material respect; or

          (8) to provide for uncertificated Securities in addition to
     Certificated Securities; or

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

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

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

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

SECTION 902. Amendments or Supplemental Indentures with Consent of Holders.


                                       45

<PAGE>

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

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

          (2) reduce the principal amount of, or the rate (or modify the
     calculation of such principal amount or rate) of interest on the Securities
     or any premium payable upon the redemption thereof or otherwise change the
     redemption provisions thereof;

          (3) change the currency of payment of principal of, interest or any
     Additional Amounts on the Securities;

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

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

          (6) modify the foregoing requirements or reduce the percentage of
     Outstanding Securities necessary to waive any covenant or past default.

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

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

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

SECTION 903. Execution of Supplemental Indentures.

          The Trustee shall sign any supplemental indenture authorized pursuant
to this Article if the amendment contained therein does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. If it does, the
Trustee may, but need not, sign such supplemental indenture. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be provided with, and (subject to Section 601)
shall be fully protected in relying


                                       46

<PAGE>

upon, an Officers' Certificate and an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture.

SECTION 904. Effect of Supplemental Indentures.

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

SECTION 905. Conformity with Trust Indenture Act.

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

SECTION 906. Reference in Securities to Supplemental Indentures.

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

                                  ARTICLE TEN

                                    COVENANTS

SECTION 1001. Payment of Principal, Premium, Interest and Additional Amounts.

          The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of (and premium,
if any), interest and any Additional Amounts, on the Securities of that series
in accordance with the terms of the Securities and this Indenture. Payment of
principal (and premium, if any), interest, if any, and any Additional Amounts,
on the Securities may be made at the option of the Company, either by wire
transfer or (subject to collection) by check mailed to the address of the Person
entitled thereto at such address as shall appear in the Security Register or at
the specified offices of any Paying Agent.

SECTION 1002. Maintenance of Office or Agency.

          The Company will maintain in The City of New York an office or agency
where Securities of that series may be presented or surrendered for registration
of transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. The
Company hereby initially appoints the Trustee its office or agency for each of
said purposes. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time


                                       47

<PAGE>

the Company shall fail to maintain any such required office or agency or shall
fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.

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

SECTION 1003. Money or Securities; Payments to Be Held in Trust.

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

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

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

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

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


                                       48

<PAGE>

     premium, if any), interest or Additional Amounts, if any, on the Securities
     of that series; and

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

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

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of (and premium, if
any), interest or Additional Amounts, if any, on any Security of any series and
remaining unclaimed for two years after such principal (and premium, if any),
interest or Additional Amounts, if any, has become due and payable shall be paid
to the Company on Company Request, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as
an unsecured general creditor, look, only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be mailed or published once, in a newspaper published in the English language,
customarily published on each Business Day and of general circulation in the
City, County and State of New York, or both, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such mailing or publication, any unclaimed balance of
such money then remaining will be repaid to the Company.

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





                                       49

<PAGE>

SECTION 1004. Statement by Officers as to Default.

          The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof, a certificate
of the principal executive officer, principal financial officer or principal
accounting officer of the Company stating whether or not to the best knowledge
of the signers thereof the Company is in default in the performance and
observance of any of the terms, provisions and conditions of this Indenture, and
if the Company shall be in default, specifying all such defaults and the nature
and status thereof of which they may have knowledge. The Company shall deliver
to the Trustee, as soon as possible after the Company becomes aware of the
occurrence of any Event of Default or an event which, with notice or the lapse
of time or both, would constitute an Event of Default, an Officers' Certificate
setting forth the details of such Event of Default or default.

SECTION 1005. Waiver of Certain Covenants.

          In respect of any series of Securities, the Company may omit in any
particular instance to comply with any term, provision or condition included in
an indenture supplemental hereto or established pursuant to a Board Resolution
solely for the benefit of such series of Securities if before or after the time
for such compliance the Holders of at least a majority in principal amount of
the Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition, except to the extent so expressly waived, and
until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article.

          Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified pursuant to Section 301 for Securities of any series) in
accordance with this Article. In addition, unless expressly prohibited in an
indenture supplement hereto or in the Authorizing Resolutions with respect to
any series of Securities, the Company may purchase, acquire or otherwise hold
Securities.

SECTION 1102. Election to Redeem; Notice to Trustee.

          The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution. In case of any redemption at the election of
the Company of less than all the Securities of any series, the Company shall, at
least 45 days (or such shorter period as may be


                                       50

<PAGE>

agreed to by the Trustee) prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date and of the principal amount of Securities of
such series to be redeemed, such notice to be accompanied by a written statement
signed by an authorized officer of the Company stating that no defaults in the
payment of interest or Events of Default with respect to the Securities of that
series have occurred (which have not been waived or cured). In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee an Officers' Certificate
evidencing compliance with such restriction.

SECTION 1103. Selection by Trustee of Securities to Be Redeemed.

          Other than as set forth in Section 1203, if less than all the
Securities of any series are to be redeemed, the particular Securities to be
redeemed shall be selected not more than 60 days (or such shorter period as may
be agreed to by the Trustee) prior to the Redemption Date by the Trustee, from
the Outstanding Securities of such series not previously called for redemption,
as follows:

          (1) if the Securities are listed at such time on a national securities
     exchange, either pro rata or by lot, or if such methods are not in
     compliance with the requirements of such exchange, in compliance with the
     requirements of such exchange, or

          (2) if the Securities are not so listed, either pro rata or by lot or
     by such method as the Trustee in its sole discretion shall deem fair and
     appropriate and which may provide for the selection or redemption of
     portions (equal to the minimum authorized denomination for Securities of
     that series or any integral multiple thereof) of the principal amount of
     Securities of such series of a denomination larger than the minimum
     authorized denomination for Securities of that series.

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

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

SECTION 1104. Notice of Redemption.

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


                                       51

<PAGE>

          All notices of redemption shall state:

          (1) the Redemption Date,

          (2) the Redemption Price and any accrued interest,

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

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

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

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

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

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

SECTION 1105. Deposit of Redemption Price.

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

SECTION 1106. Securities Payable on Redemption Date.

          Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified together with accrued interest thereon, and
from and after such date (unless the Company shall default in the payment of the
Redemption Price and accrued interest) such Securities shall cease to bear
interest. Upon surrender of any such Security for redemption in accordance with
said notice, such Security shall be paid by the Company at the Redemption Price,
together with accrued interest to the Redemption Date; provided, however, that
installments of interest whose Stated Maturity is on the Redemption Date shall
be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close


                                       52

<PAGE>

of business on the relevant Record Dates according to their terms and the
provisions of Section 307.

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

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

SECTION 1107. Securities Redeemed in Part.

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

                                 ARTICLE TWELVE

                                  SINKING FUNDS

SECTION 1201. Applicability of Article.

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

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


                                       53

<PAGE>

SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.

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

SECTION 1203. Redemption of Securities for Sinking Fund.

          Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company (1) will deliver to the Trustee an Officers'
Certificate (A) stating that no defaults in the payment of interest or Events of
Default with respect to Securities of that series have occurred (which have not
been waived or cured), (B) specifying the amount of the next ensuing sinking
fund payment for that series pursuant to the terms of Securities of that series,
(C) stating whether or not the Company intends to exercise its right, if any, to
make an optional sinking fund payment with respect to such series on the next
ensuing sinking fund payment date and, if so, specifying the amount of such
optional sinking fund payment and (D) specifying the portion of such sinking
fund payment, if any, which is to be satisfied by payment of cash and the
portion thereof, if any, which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 1202 and (2) will also deliver to
the Trustee any Securities to be so delivered. Not less than 30 days before each
such sinking fund payment date the Trustee shall select the Securities of such
series to be redeemed upon such sinking fund payment date in the manner
specified in Section 1103 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 1104. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
1105, 1106 and 1107. Failure of the Company, on or before any such 60th day, to
deliver such Officers' Certificate and Securities specified in this Section, if
any, shall not constitute a default but shall constitute, on and as of such
date, the irrevocable election of the Company (a) that the mandatory sinking
fund payment for such series due on the next succeeding sinking fund payment
date shall be paid entirely in cash without the option to deliver or credit
Securities of such series in respect thereof and (b) that the Company will make
no optional sinking fund payment with respect to Securities of such series as
provided in this Article.

          The Trustee shall not redeem or cause to be redeemed any Securities of
a series with sinking fund moneys or mail any notice of redemption of Securities
of such series by operation of the sinking fund during the continuance of a
default in payment of interest on such Securities or of any Event of Default
with respect to such series except that, where the mailing of notice of
redemption of any Securities shall therefore have been made, the Trustee shall
redeem or cause to be redeemed such Securities; provided that it shall have
received from the Company a


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sum sufficient for such redemption. Except as aforesaid, any moneys in the
sinking fund for such series at the time when any such default or Event of
Default shall occur, and any moneys thereafter paid into the sinking fund,
shall, during the continuance of such default or Event of Default, be deemed to
have been collected under Article Five and held for the payment of all such
Securities of such series. In case such Event of Default shall have been waived
as provided in Section 513 or the default cured on or before the 60th day
preceding the sinking fund payment date, such moneys shall thereafter be applied
on the next succeeding sinking fund payment date in accordance with this Section
to the redemption of such Securities.

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

                           [Signature page to follow]


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<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed the day and year first before written.

                                        ALLIED WORLD ASSURANCE COMPANY
                                        HOLDINGS, LTD


                                        By: /s/
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        THE BANK OF NEW YORK
                                        as Trustee


                                        By: /s/
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


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