Exhibit 4.2

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                     SCOTTISH ANNUITY & LIFE HOLDINGS, LTD.,

                                    as Issuer






                                       AND







                              THE BANK OF NEW YORK,

                                   as Trustee







                                     FORM OF

                             SUBORDINATED INDENTURE







                           Dated as of _______ , 2003


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                            CROSS REFERENCE SHEET(*)


     Provisions  of Trust  Indenture Act of 1939 and Indenture to be dated as of
_______, 2003 between Scottish Annuity & Life Holdings, Ltd. and The Bank of New
York, Trustee:

Section of the Act                                          Section of Indenture
------------------                                          --------------------

310(a)(1) and (2)............................................................6.9
310(a)(3) and (4)...................................................Inapplicable
310(b)..............................................6.8 and 6.10(a), (b) and (d)
310(c)..............................................................Inapplicable
311(a)......................................................................6.13
311(b)......................................................................6.13
311(c)..............................................................Inapplicable
312(a)...............................................................4.1 and 4.2
312(b).......................................................................4.2
312(c).......................................................................4.2
313(a).......................................................................4.3
313(b)(1)...........................................................Inapplicable
313(b)(2)....................................................................4.3
313(c).......................................4.3, 5.11, 6.10, 6.11, 8.2 and 12.2
313(d).......................................................................4.3
314(a)..............................................................3.4 and 3.10
314(b)..............................................................Inapplicable
314(c)(1) and (2)...........................................................11.5
314(c)(3)...........................................................Inapplicable
314(d)..............................................................Inapplicable
314(e)......................................................................11.5
314(f)..............................................................Inapplicable
315(a), (c) and (d)..........................................................6.1
315(b)......................................................................5.11
315(e)......................................................................5.12
316(a)(1)...........................................................5.9 and 5.10
316(a)(2)...........................................................Not required
316(a) (last sentence).......................................................7.4
316(b).......................................................................5.7
317(a).......................................................................5.2
317(b).......................................................................3.3
318(a)......................................................................11.7

          (*) This Cross Reference Sheet is not part of the Indenture.


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                                TABLE OF CONTENTS

                                                                            Page


ARTICLE I       DEFINITIONS....................................................1

 Section 1.1    Certain Terms Defined..........................................1

ARTICLE II      SECURITIES.....................................................7

 Section 2.1    Forms Generally................................................7
 Section 2.2    Form of Trustee's Certificate of Authentication................7
 Section 2.3    Amount Unlimited; Issuable in Series...........................8
 Section 2.4    Authentication and Delivery of Securities.....................10
 Section 2.5    Execution of Securities.......................................13
 Section 2.6    Certificate of Authentication.................................13
 Section 2.7    Denomination and Date of Securities; Payments of Interest.....13
 Section 2.8    Registration, Transfer and Exchange...........................14
 Section 2.9    Mutilated, Defaced, Destroyed, Lost and Stolen Securities.....18
 Section 2.10   Cancellation of Securities; Disposition Thereof...............19
 Section 2.11   Temporary Securities..........................................19
 Section 2.12   CUSIP Numbers.................................................20

ARTICLE III     COVENANTS OF THE ISSUER.......................................20

 Section 3.1    Payment of Principal and Interest.............................20
 Section 3.2    Offices for Payments, Etc.....................................21
 Section 3.3    Money for Security Payments to be Held in Trust;
                Unclaimed Money...............................................21
 Section 3.4    Statements of Officers of Issuer as to Default; Notice
                of Default....................................................23
 Section 3.5    Existence.....................................................23
 Section 3.6    Maintenance of Properties.....................................23
 Section 3.7    Payment of Taxes and Other Claims.............................23
 Section 3.8    Further Instruments and Acts..................................23
 Section 3.9    Commission Reports............................................24

ARTICLE IV      SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND
                THE TRUSTEE...................................................24

 Section 4.1    Issuer to Furnish Trustee Information as to Names and
                Addresses of Securityholders..................................24
 Section 4.2    Preservation of Information; Communications to Holders........24
 Section 4.3    Reports by the Trustee........................................24

ARTICLE V       REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT
                OF DEFAULT....................................................25

 Section 5.1    Event of Default Defined; Acceleration of Maturity; Waiver
                of Default....................................................25
 Section 5.2    Collection of Indebtedness by Trustee; Trustee May
                Prove Debt....................................................27


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 Section 5.3    Application of Proceeds.......................................29
 Section 5.4    Suits for Enforcement.........................................30
 Section 5.5    Restoration of Rights on Abandonment of Proceedings...........30
 Section 5.6    Limitations on Suits by Securityholders.......................30
 Section 5.7    Unconditional Right of Securityholders to Institute
                Certain Suits.................................................31
 Section 5.8    Powers and Remedies Cumulative; Delay or Omission Not
                Waiver of Default.............................................31
 Section 5.9    Control by Holders of Securities..............................31
 Section 5.10   Waiver of Past Defaults.......................................32
 Section 5.11   Trustee to Give Notice of Default, but May Withhold in
                Certain Circumstances.........................................32
 Section 5.12   Right of Court to Require Filing of Undertaking to Pay
                Costs.........................................................33

ARTICLE VI      CONCERNING THE TRUSTEE........................................33

 Section 6.1    Duties and Responsibilities of the Trustee; During Default;
                Prior to Default..............................................33
 Section 6.2    Certain Rights of the Trustee.................................34
 Section 6.3    Trustee Not Responsible for Recitals, Disposition of
                Securities or Application of Proceeds Thereof.................36
 Section 6.4    Trustee and Agents May Hold Securities or Coupons;
                Collections, Etc..............................................36
 Section 6.5    Moneys Held by Trustee........................................36
 Section 6.6    Compensation and Indemnification of Trustee and its Prior
                Claim.........................................................36
 Section 6.7    Right of Trustee to Rely on Officer's Certificate, Etc........37
 Section 6.8    Indentures Not Creating Potential Conflicting Interests for
                the Trustee...................................................37
 Section 6.9    Persons Eligible for Appointment as Trustee...................37
 Section 6.10   Resignation and Removal; Appointment of Successor Trustee.....37
 Section 6.11   Acceptance of Appointment by Successor Trustee................39
 Section 6.12   Merger, Conversion, Consolidation or Succession to Business
                of Trustee....................................................40
 Section 6.13   Preferential Collection of Claims Against the Issuer..........40
 Section 6.14   Appointment of Authenticating Agent...........................40

ARTICLE VII     CONCERNING THE SECURITYHOLDERS................................41

 Section 7.1    Evidence of Action Taken by Securityholders...................41
 Section 7.2    Proof of Execution of Instruments and of Holding of
                Securities....................................................41
 Section 7.3    Holders to Be Treated as Owners...............................42
 Section 7.4    Securities Owned by Issuer Deemed Not Outstanding.............43
 Section 7.5    Right of Revocation of Action Taken...........................43

ARTICLE VIII    SUPPLEMENTAL INDENTURES.......................................44

 Section 8.1    Supplemental Indentures Without Consent of Securityholders....44
 Section 8.2    Supplemental Indentures With Consent of Securityholders.......45
 Section 8.3    Effect of Supplemental Indenture..............................46
 Section 8.4    Documents to Be Given to Trustee..............................46
 Section 8.5    Notation on Securities in Respect of Supplemental Indentures..46


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 Section 8.6    Subordination Unimpaired......................................47
 Section 8.7    Conformity with Trust Indenture Act of 1939...................47

ARTICLE IX      CONSOLIDATION, MERGER, SALE OR CONVEYANCE.....................47

 Section 9.1    Issuer May Consolidate, Etc., Only on Certain Terms...........47
 Section 9.2    Successor Substituted for the Issuer..........................47
 Section 9.3    Restrictions on Certain Dispositions..........................47

ARTICLE X       SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS.....48

 Section 10.1   Termination of Issuer's Obligations Under the Indenture.......48
 Section 10.2   Application of Trust Funds....................................49
 Section 10.3   Applicability of Defeasance Provisions; Issuer's Option to
                Effect Defeasance or Covenant Defeasance......................49
 Section 10.4   Defeasance and Discharge......................................50
 Section 10.5   Covenant Defeasance...........................................50
 Section 10.6   Conditions to Defeasance or Covenant Defeasance...............51
 Section 10.7   Deposited Money and U.S. Government Obligations to be Held
                in Trust......................................................52
 Section 10.8   Repayment to Issuer...........................................52
 Section 10.9   Indemnity For U.S. Government Obligations.....................52
 Section 10.10  Reimbursement.................................................53

ARTICLE XI      MISCELLANEOUS PROVISIONS......................................53

 Section 11.1   Incorporators, Shareholders, Officers and Directors of
                Issuer Exempt from Individual Liability.......................53
 Section 11.2   Provisions of Indenture for the Sole Benefit of Parties
                and Holders of Securities and Coupons.........................53
 Section 11.3   Successors and Assigns of Issuer Bound by Indenture...........53
 Section 11.4   Notices and Demands on Issuer, Trustee and Holders of
                Securities and Coupons........................................53
 Section 11.5   Officer's Certificates and Opinions of Counsel; Statements
                to Be Contained Therein.......................................54
 Section 11.6   Payments Due on Saturdays, Sundays and Holidays...............55
 Section 11.7   Conflict of Any Provision of Indenture with Trust
                Indenture Act of 1939.........................................55
 Section 11.8   New York Law to Govern........................................55
 Section 11.9   Counterparts..................................................55
 Section 11.10  Effect of Headings............................................55
 Section 11.11  Securities in a Foreign Currency..............................56
 Section 11.12  Judgment Currency.............................................56
 Section 11.13  Separability Clause...........................................57
 Section 11.14  Waiver of Jury Trial..........................................57
 Section 11.15  Immunity......................................................57


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ARTICLE XII     REDEMPTION OF SECURITIES AND SINKING FUNDS....................57

 Section 12.1   Applicability of Article......................................57
 Section 12.2   Notice of Redemption; Partial Redemptions.....................57
 Section 12.3   Payment of Securities Called for Redemption...................58
 Section 12.4   Exclusion of Certain Securities from Eligibility for
                Selection for Redemption......................................59
 Section 12.5   Mandatory and Optional Sinking Funds..........................60

ARTICLE XIII    SUBORDINATION.................................................62

 Section 13.1   Agreement to Subordinate......................................62
 Section 13.2   Rights of Senior Indebtedness in the Event of Insolvency,
                Etc., of the Issuer...........................................62
 Section 13.3   Payment Over of Proceeds Received on Securities...............63
 Section 13.4   Payments to Holders...........................................64
 Section 13.5   Holders of Securities Authorize Trustee to Effectuate
                Subordination of Securities...................................64
 Section 13.6   Notice to Trustee.............................................65
 Section 13.7   Trustee May Hold Senior Indebtedness..........................65
 Section 13.8   Applicability of Article XIII to Paying Agents................65


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     THIS INDENTURE, dated as of _______, 2003 between SCOTTISH ANNUITY & LIFE
HOLDINGS, LTD., a Cayman Islands exempted company (the "Issuer"), and THE BANK
OF NEW YORK, a New York banking corporation, as trustee (the "Trustee"),

                              W I T N E S S E T H :

     WHEREAS, the Issuer has duly authorized the issue from time to time of its
unsecured debentures, notes or other evidences of indebtedness to be issued in
one or more series (the "Securities") up to such principal amount or amounts as
may from time to time be authorized in accordance with the terms of this
Indenture;

     WHEREAS,  the Issuer has duly authorized the execution and delivery of this
Indenture to provide,  among other things, for the authentication,  delivery and
administration of the Securities; and

     WHEREAS, all things necessary to make this Indenture a valid indenture and
agreement according to its terms have been done;

     NOW, THEREFORE:

     In consideration of the premises and the purchases of the Securities by the
holders thereof, the Issuer and the Trustee mutually covenant and agree for the
equal and proportionate benefit of the respective holders from time to time of
the Securities and of the coupons, if any, appertaining thereto as follows:

                                   ARTICLE I.
                                   DEFINITIONS

     Section 1.1. Certain Terms Defined. The following terms (except as
otherwise expressly provided or unless the context otherwise clearly requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section. All other terms
used in this Indenture that are defined in the Trust Indenture Act of 1939 or
the definitions of which in the Securities Act of 1933 are referred to in the
Trust Indenture Act of 1939, including terms defined therein by reference to the
Securities Act of 1933 (except as herein otherwise expressly provided or unless
the context otherwise requires), shall have the meanings assigned to such terms
in said Trust Indenture Act of 1939 and in said Securities Act as in force at
the date of this Indenture. All accounting terms used herein and not expressly
defined shall have the meanings assigned to such terms in accordance with
generally accepted accounting principles, and the term "Generally Accepted
Accounting Principles" means such accounting principles as are generally
accepted at the time of any computation. 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. The terms
defined in this Article have the meanings assigned to them in this Article and
include the plural as well as the singular.

     "Authenticating Agent" shall have the meaning set forth in Section 6.14.


<PAGE>

     "Authorized Newspaper" means a newspaper of general circulation, in the
official language of the country of publication or in the English language
customarily published on each Business Day whether or not published on
Saturdays, Sundays or holidays. Whenever successive publications in an
Authorized Newspaper are required hereunder they may be made (unless otherwise
expressly provided herein) on the same or different days of the week and in the
same or different Authorized Newspapers.

     "Board Of Directors" means either the Board of Directors of the Issuer or
any committee of such Board duly authorized to act on its behalf.

     "Board Resolution" means a copy of one or more resolutions, certified by
the secretary or an assistant secretary of the Issuer to have been duly adopted
or consented to by the Board of Directors and to be in full force and effect,
and delivered to the Trustee.

     "Business Day" means, with respect to any Security, a day that in the City
of New York and in the city (or in any of the cities, if more than one) in which
amounts are payable, as specified in the form of such Security, is not a day on
which banking institutions are authorized or required by law, executive order or
regulation to close.

     "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, or if at
any time after the execution and delivery of this Indenture such Commission is
not existing and performing the duties now assigned to it under the Trust
Indenture Act of 1939, then the body performing such duties on such date.

     "Consolidated Total Assets" means, in respect of the Issuer as of any date
of determination, the amount of total assets shown on the consolidated balance
sheet of the Issuer and its consolidated subsidiaries contained in the most
recent annual or quarterly report filed with the Commission, or if the Issuer is
not then subject to the Securities Exchange Act of 1934, the most recent annual
or quarterly report to shareholders and, in respect of any Subsidiary as of any
date of determination, the amount of total assets of such Subsidiary and its
consolidated subsidiaries from which such consolidated balance sheet of the
Issuer and its consolidated Subsidiaries was derived.

     "Corporate Trust Office" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date as of which this
Indenture is dated, located at 101 Barclay Street, New York, New York 10286.

     "Coupon" means any interest coupon appertaining to an Unregistered
Security.

     "Covenant Defeasance" shall have the meaning set forth in Section 10.5.

     "Defeasance" shall have the meaning set forth in Section 10.4

     "Depositary" means, with respect to the Securities of any series issuable
or issued in global form, the Person designated as Depositary by the Issuer
pursuant to Section 2.3 until a successor Depositary shall have become such
pursuant to the applicable provisions of this


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Indenture, and thereafter "Depositary" shall mean or include each Person who is
then a Depositary hereunder, and if at any time there is more than one such
Person, "Depositary" as used with respect to the Securities of any such series
shall mean the Depositary with respect to the Registered Securities in global
form of that series.

     "Dollar" means the coin or currency of the United States of America as at
the time of payment is legal tender for the payment of public and private debts.

     "Euro" means the currency introduced at the start of the third stage of the
European economic and monetary union pursuant to the treaty establishing the
European Community, as amended by the Treaty on European Union.

     "Event Of Default" means any event or condition specified as such in
Section 5.1.

     "Fair Value" when used with respect to any Voting Shares means the fair
value as determined in good faith by the Board of Directors of the Issuer.

     "Foreign Currency" means a currency issued by the government of a country
other than the United States.

     "Holder", "Holder of Securities", "Securityholder" or other similar terms
mean (a) in the case of any Registered Security, the person in whose name such
Security is registered in the security register kept by the Issuer for that
purpose in accordance with the terms hereof, and (b) in the case of any
Unregistered Security, the bearer of such Security, or any Coupon appertaining
thereto, as the case may be.

     "Indebtedness" shall have the meaning set forth in Section 5.1.

     "Indenture" means this instrument as originally executed and delivered or,
if amended or supplemented as herein provided, as so amended or supplemented or
both, and shall include the forms and terms of particular series of Securities
established as contemplated hereunder.

     "Issuer" means (except as otherwise provided in Article VI) Scottish
Annuity & Life Holdings, Ltd., a Cayman Islands exempted company and, subject to
Article IX, its successors and assigns.

     "Issuer Order" means a written statement, request or order of the Issuer
signed in its name by the chairman or vice chairman of the Board of Directors,
the president, any executive, senior or other vice president or the treasurer of
the Issuer.

     "Judgment Currency" shall have the meaning set forth in Section 11.12.

     "Officer's Certificate" means a certificate signed by the chairman or vice
chairman of the Board of Directors, the president or any executive, senior or
other vice president or the treasurer of the Issuer and delivered to the
Trustee. Each such certificate shall comply with Section 314 of the Trust
Indenture Act of 1939 and include the statements provided for in Section 11.5.


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<PAGE>

     "Opinion Of Counsel" means an opinion in writing signed by the General
Counsel of the Issuer or by such other legal counsel who may be an employee of
or counsel to the Issuer and who shall be satisfactory to the Trustee. Each such
opinion shall comply with Section 314 of the Trust Indenture Act of 1939 and
include the statements provided for in Section 11.5.

     "Original Issue Date" of any Security (or portion thereof) means the
earlier of (1) the date of such Security or (2) the date of any Security (or
portion thereof) for which such Security was issued (directly or indirectly) on
registration of transfer, exchange or substitution.

     "Original Issue Discount Security" means any Security that 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 5.1.

     "Outstanding," (except as otherwise provided in Sections 7.4, 10.4 and
10.5), when used with reference to Securities, shall, subject to the provisions
of Sections 7.4, 10.4 and 10.5 mean, as of any particular time, all Securities
authenticated and delivered by the Trustee under this Indenture, except

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

     (2) Securities, or portions thereof, for the payment or redemption of which
moneys or U.S. Government Obligations (as provided for in Section 10.1) in the
necessary amount shall have been deposited in trust with the Trustee or with any
paying agent (other than the Issuer) or shall have been set aside, segregated
and held in trust by the Issuer for the Holders of such Securities (if the
Issuer shall act as its own paying agent), provided that if such Securities, or
portions thereof, are to be redeemed prior to the maturity thereof, notice of
such redemption shall have been given as herein provided, or provision
satisfactory to the Trustee shall have been made for giving such notice; and

     (3) Securities which shall have been paid or in substitution for which
other Securities shall have been authenticated and delivered pursuant to the
terms of Section 2.9 (except with respect to any such Security as to which proof
satisfactory to the Trustee is presented that such Security is held by a person
in whose hands such Security is a legal, valid and binding obligation of the
Issuer) or Securities not deemed outstanding pursuant to Section 12.2.

     In determining whether the Holders of the requisite principal amount of
Outstanding Securities of any or all series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration
of acceleration of the maturity thereof pursuant to Section 5.1.

     "Periodic Offering" means an offering of Securities of a series from time
to time, the specific terms of which Securities, including, without limitation,
the rate or rates of interest, if any, thereon, the stated maturity or
maturities thereof and the redemption provisions, if any, with respect thereto,
are to be determined by the Issuer or its agents upon the issuance of such
Securities.


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

     "Principal" whenever used with reference to the Securities or any Security
or any portion thereof, shall be deemed to include "and premium, if any".

     "Record Date" shall have the meaning set forth in Section 2.7.

     "Registered Security" means any Security registered on the Security
register of the Issuer.

     "Required Currency" shall have the meaning set forth in Section 11.12.

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

     "Restricted Subsidiary" means (1) any future or present Subsidiary the
Consolidated Total Assets of which constitute 20 percent or more of the
Consolidated Total Assets of the Issuer; and (2) any Subsidiary which is a
successor, by merger or otherwise, to substantially all of the business or
properties of any Subsidiary referred to or described in the foregoing clause
(1).

     "Security" or "Securities" (except as otherwise provided in Section 7.4)
has the meaning stated in the first recital of this Indenture, or, as the case
may be, Securities that have been authenticated and delivered under this
Indenture.

     "Senior Indebtedness" means the principal of and premium, if any, and
interest on (1) all indebtedness of the Issuer, whether outstanding on the date
of this Indenture or thereafter created, (a) for money borrowed by the Issuer,
(b) for money borrowed by, or obligations of, others and either assumed or
guaranteed, directly or indirectly, by the Issuer, (c) in respect of letters of
credit and acceptances issued or made by banks, or (d) constituting purchase
money indebtedness, or indebtedness secured by property included in the
property, plant and equipment accounts of the Issuer at the time of the
acquisition of such property by the Issuer, for the payment of which the Issuer
is directly liable, and (2) all deferrals, renewals, extensions and refundings
of, and amendments, modifications and supplements to, any such indebtedness. As
used in the preceding sentence the term "purchase money indebtedness" means
indebtedness evidenced by a note, debenture, bond or other instrument (whether
or not secured by any lien or other security interest) issued or assumed as all
or a part of the consideration for the acquisition of property, whether by
purchase, merger, consolidation or otherwise, unless by its terms such
indebtedness is subordinate to other indebtedness of the Issuer. Notwithstanding
anything to the contrary in this Indenture or the Securities, Senior
Indebtedness shall not include (a) the Securities of such series, (b) any
indebtedness of the Issuer which, by its terms or the terms of


                                       5
<PAGE>

the instrument creating or evidencing it, is subordinate in right of payment to
or pari passu with the Securities or (c) any indebtedness of the Issuer to a
Subsidiary.

     "Subsidiary" means any corporation, partnership or other entity of which at
the time of determination the Issuer owns or controls directly or indirectly
more than 50% of the shares of Voting Stock.

     "Trust Indenture Act of 1939" (except as otherwise provided in Sections 8.1
and 8.2) means the Trust Indenture Act of 1939 as in force at the date as of
which this Indenture was originally executed.

     "Trustee" means the Person identified as "Trustee" in the first paragraph
hereof and, subject to the provisions of Article VI, shall also include any
successor trustee. "Trustee" shall also mean or include each Person who is then
a trustee hereunder and if at any time there is more than one such Person,
"Trustee" as used with respect to the Securities of any series shall mean the
trustee with respect to the Securities of such series.

     "Unregistered Security" means any Security other than a Registered
Security.

     "U.S. Government Obligations" means securities which are (1) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (2) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the timely payment of which is unconditionally guaranteed by the full
faith and credit of the United States of America which, in either case, are not
callable or redeemable at the option of the issuer thereof or otherwise subject
to prepayment, and shall also include a depository receipt issued by a New York
Clearing House bank or trust company as custodian with respect to any such U.S.
Government Obligation or a specific payment or interest on or principal of any
such U.S. Government 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 or from any amount held by the custodian in
respect of the U.S. Government Obligation or the specific payment of interest on
or principal of the U.S. Government Obligation evidenced by such depository
receipt.

     "Voting Stock" means shares of any class or classes or other ownership
interest having general voting power under ordinary circumstances to elect a
majority of the board of directors, managers or trustees of the entity in
question, provided that, for the purposes hereof, shares which carry only the
right to vote conditionally on the happening of an event shall not be considered
voting shares whether or not such event shall have happened.

     "Yield To Maturity" means the yield to maturity on a series of securities,
calculated at the time of issuance of such series, or, if applicable, at the
most recent redetermination of interest on such series, and calculated in
accordance with accepted financial practice.


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<PAGE>

                                  ARTICLE II.
                                   SECURITIES

     Section 2.1. Forms Generally. The Securities of each series and the
Coupons, if any, to be attached thereto shall be substantially in such form (not
inconsistent with this Indenture) as shall be established by or pursuant to one
or more Board Resolutions (as set forth in a Board Resolution or, to the extent
established pursuant to rather than set forth in a Board Resolution, an
Officer's Certificate detailing such establishment) or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture and may have imprinted or otherwise reproduced thereon such legend or
legends or endorsements, not inconsistent with the provisions of this Indenture,
as may be required to comply with any law or with any rules or regulations
pursuant thereto, or with any rules of any securities exchange or to conform to
general usage, all as may be determined by the officers executing such
Securities and Coupons, if any, as evidenced by their execution of such
Securities and Coupons. If temporary Securities of any series are issued as
permitted by Section 2.11, the form thereof also shall be established as
provided in the preceding sentence. If the forms of Securities and Coupons, if
any, of the series are established by, or by action taken pursuant to, a Board
Resolution, a copy of the Board Resolution together with an appropriate record
of any such action taken pursuant thereto, including a copy of the approved form
of Securities or coupons, if any, shall be certified by the Secretary or an
Assistant Secretary of the Issuer and delivered to the Trustee at or prior to
the delivery of the Issuer Order contemplated by Section 2.4 for the
authentication and delivery of such Securities.

     The definitive Securities and Coupons, if any, 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 and
Coupons, if any, as evidenced by their execution of such Securities and Coupons,
if any.

     Section 2.2. Form of Trustee's Certificate of Authentication. The Trustee's
certificate of authentication on all Securities shall be in substantially the
following form:

     "This is one of the Securities referred to in the within mentioned
Subordinated Indenture.

Dated:                                                                         ,
      ---------                                 -------------------------------
                                                as Trustee


                                                By
                                                  ------------------------------
                                                Authorized Signatory"


     If at any time there shall be an Authenticating Agent appointed with
respect to any series of Securities, then the Trustee's Certificate of
Authentication to be borne by the Securities of each such series shall be
substantially as follows:


                                       7
<PAGE>

     "This is one of the Securities referred to in the within mentioned
Subordinated Indenture.

Dated:                                                                         ,
      ----------                    -------------------------------------------
                                    as Authenticating Agent


                                    By
                                       -----------------------------------------
                                    Authorized Signatory"


     Section 2.3 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 and each such series
shall rank equally and pari passu with the Securities of each other series, but
all Securities issued hereunder and any Coupons and the payment of principal of
and interest on any Securities and of any Coupons shall be subordinate and
junior in right of payment, to the extent and in the manner set forth in Article
XIII, to all Senior Indebtedness. There shall be established in or pursuant to
one or more Board Resolutions (and to the extent established pursuant to rather
than set forth in a Board Resolution, in an Officer's Certificate detailing such
establishment) or established in one or more indentures supplemental hereto,
prior to the initial issuance of Securities of any series,

     (1) the designation of the Securities of the series, which shall
distinguish the Securities of the series from the Securities of all other
series;

     (2) any limit upon the aggregate principal amount of the Securities of the
series that 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 Section
2.8, 2.9, 2.11, 8.5 or 12.3) upon surrender in part of any Registered Security
for conversion into other securities of the Issuer or exchange for other
securities pursuant to its terms, or pursuant to or as contemplated by the terms
of such Securities;

     (3) if other than Dollars, the coin or currency in which the Securities of
that series are denominated (including, but not limited to, any Foreign
Currency);

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

     (5) 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, on
which such interest shall be payable and (in the case of Registered Securities)
on which a record shall be taken for the determination of Holders to whom
interest is payable and/or the method by which such rate or rates or date or
dates shall be determined;

     (6) the place or places where the principal of and any interest on
Securities of the series shall be payable (if other than as provided in Section
3.2);

     (7) the right, if any, of the Issuer to redeem Securities, in whole or in
part, at its option and the period or periods within which, the price or prices
at which and any terms and


                                       8
<PAGE>

conditions upon which Securities of the series may be so redeemed, pursuant to
any sinking fund or otherwise;

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

     (9) if other than denominations of $1,000 and any integral multiple thereof
in the case of Registered Securities, or $1,000 and $5,000 in the case of
Unregistered Securities, the denominations in which Securities of the series
shall be issuable;

     (10) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the maturity thereof;

     (11) if other than the coin or currency in which the Securities of that
series are denominated, the coin or currency in which payment of the principal
of or interest on the Securities of such series shall be payable;

     (12) whether the Securities of the series will be convertible into other
securities of the Issuer and/or exchangeable for other securities, whether or
not issued by the Issuer, and if so, the terms and conditions upon which such
Securities will be so convertible or exchangeable, and any deletions from or
modifications or additions to this Indenture to permit or to facilitate the
issuance of such convertible or exchangeable Securities or the administration
thereof;

     (13) if the principal of or interest on the Securities of such series are
to be payable, at the election of the Issuer or a Holder thereof, in a coin or
currency other than that in which the Securities are denominated, the period or
periods within which, and the terms and conditions upon which, such election may
be made;

     (14) if the amount of payments of principal of and interest on the
Securities of the series may be determined with reference to an index based on a
coin or currency other than that in which the Securities of the series are
denominated, the manner in which such amounts shall be determined;

     (15) whether the Securities of the series will be issuable as Registered
Securities or Unregistered Securities (with or without Coupons), and whether
such Securities will be issuable in global form or any combination of the
foregoing, any restrictions applicable to the offer, sale or delivery of
Unregistered Securities or the payment of interest thereon and, if other than as
provided in Section 2.8, the terms upon and locations at which Unregistered
Securities of any series may be exchanged for Registered Securities of such
series and vice versa;

     (16) whether and under what circumstances the Issuer will pay additional
amounts on the Securities of the series held by a person who is not a U.S.
person in respect of any tax, assessment or governmental charge withheld or
deducted and, if so, whether the Issuer will have the option to redeem such
Securities rather than pay such additional amounts;


                                       9
<PAGE>

     (17) if the Securities of such series are to be issuable in definitive form
(whether upon original issue or upon exchange of a temporary Security of such
series) only upon receipt of certain certificates or other documents or
satisfaction of other conditions, the form and terms of such certificates,
documents or conditions;

     (18) the relative degree, if any, to which Securities of such series shall
be senior to or be subordinated to other series of Securities or other
indebtedness of the Issuer, in right of payment, whether such other series of
Securities or other indebtedness is outstanding or not;

     (19) any Trustees, Depositaries, Authenticating Agents, paying or transfer
agents or Registrars or any other agents with respect to the Securities of such
series;

     (20) any deletions from, modifications of or additions to the Events of
Default or covenants with respect to the Securities of such series;

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

     (22) the date as of which any Unregistered Securities of the series and any
temporary Security in global form representing Outstanding Securities of the
series shall be dated if other than the date of original issuance of the first
Security of the series to be issued;

     (23) the applicability, if any, to the Securities of or within the series
of Article X, or such other means of defeasance or covenant defeasance as may be
specified for the Securities and coupons, if any, of such series;

     (24) if the Securities of the series shall be issued in whole or in part in
global form (a) the Depositary for such global Securities, (b) the form of any
legend in addition to or in lieu of that in Section 2.4 which shall be borne by
such global security, (c) whether beneficial owners of interests in any
Securities of the series in global form may exchange such interests for
certificated Securities of such series and of like tenor of any authorized form
and denomination, and (d) if other than as provided in Section 2.8, the
circumstances under which any such exchange may occur; and

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

     All Securities of any one series and Coupons, if any, appertaining thereto,
shall be substantially identical, except in the case of Registered Securities as
to denomination and except as may otherwise be provided by or pursuant to the
Board Resolution or Officer's Certificate referred to above or as set forth in
any such indenture supplemental hereto. All Securities of any one series need
not be issued at the same time and may be issued from time to time, consistent
with the terms of this Indenture, if so provided by or pursuant to such Board
Resolution, such Officer's Certificate or in any such indenture supplemental
hereto.

     Section 2.4 Authentication and Delivery of Securities. (1) The Issuer may
deliver Securities of any series having attached thereto appropriate Coupons, if
any, executed by the Issuer to the Trustee for authentication together with the
applicable documents referred to below


                                       10
<PAGE>

in this Section, and the Trustee shall thereupon authenticate and deliver such
Securities to or upon the order of the Issuer (contained in the Issuer Order
referred to below in this Section) or pursuant to such procedures acceptable to
the Trustee and to such recipients as may be specified from time to time by an
Issuer Order. The maturity date, original issue date, interest rate and any
other terms of the Securities of such series and Coupons, if any, appertaining
thereto shall be determined by or pursuant to such Issuer Order and procedures.
If provided for in such procedures, such Issuer Order may authorize
authentication and delivery pursuant to oral or electronic instructions from the
Issuer or its duly authorized agent, which instructions shall be promptly
confirmed in writing. In authenticating such Securities and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive (in the case of subparagraphs (2), (3)
and (4) below only at or before the time of the first request of the Issuer to
the Trustee to authenticate Securities of such series) and (subject to Section
6.1) shall be fully protected in relying upon, unless and until such documents
have been superseded or revoked:

     (a) an Issuer Order requesting such authentication and setting forth
delivery instructions if the Securities and Coupons, if any, are not to be
delivered to the Issuer, provided that, with respect to Securities of a series
subject to a Periodic Offering, (i) such Issuer Order may be delivered by the
Issuer to the Trustee prior to the delivery to the Trustee of such Securities
for authentication and delivery, (ii) the Trustee shall authenticate and deliver
Securities of such series for original issue from time to time, in an aggregate
principal amount not exceeding the aggregate principal amount established for
such series, pursuant to an Issuer Order or pursuant to procedures acceptable to
the Trustee as may be specified from time to time by an Issuer Order, (iii) the
maturity date or dates, original issue date or dates, interest rate or rates and
any other terms of Securities of such series shall be determined by an Issuer
Order or pursuant to such procedures and (iv) if provided for in such
procedures, such Issuer Order may authorize authentication and delivery pursuant
to oral or electronic instructions from the Issuer or its duly authorized agent
or agents, which oral instructions shall be promptly confirmed in writing;

     (b) any Board Resolution, Officer's Certificate and/or executed
supplemental indenture referred to in Sections 2.1 and 2.3 by or pursuant to
which the forms and terms of the Securities and Coupons, if any, were
established;

     (c) an Officer's Certificate setting forth the form or forms and terms of
the Securities and Coupons, if any, stating that the form or forms and terms of
the Securities and Coupons, if any, have been established pursuant to Sections
2.1 and 2.3 and comply with this Indenture, and covering such other matters as
the Trustee may reasonably request; and

     (d) At the option of the Issuer, either one or more Opinions of Counsel, or
a letter addressed to the Trustee permitting it to rely on one or more Opinions
of Counsel, substantially to the effect that:

          (i) the forms of the Securities and Coupons, if any, have been duly
     authorized and established in conformity with the provisions of this
     Indenture;


                                       11
<PAGE>

          (ii) in the case of an underwritten offering, the terms of the
     Securities have been duly authorized and established in conformity with the
     provisions of this Indenture, and, in the case of an offering that is not
     underwritten, certain terms of the Securities have been established
     pursuant to a Board Resolution, an Officer's Certificate or a supplemental
     indenture in accordance with this Indenture, and when such other terms as
     are to be established pursuant to procedures set forth in an Issuer Order
     shall have been established, all such terms will have been duly authorized
     by the Issuer and will have been established in conformity with the
     provisions of this Indenture; and

          (iii) when the Securities and Coupons, if any, have been executed by
     the Issuer and authenticated by the Trustee in accordance with the
     provisions of this Indenture and delivered to and duly paid for by the
     purchasers thereof, they will have been duly issued under this Indenture,
     will be entitled to the benefits of this Indenture, and will be valid and
     binding obligations of the Issuer, enforceable in accordance with their
     respective terms except as (A) the enforceability thereof may be limited by
     bankruptcy, insolvency or similar laws affecting creditors' rights
     generally and (B) rights of acceleration, if any, and the availability of
     equitable remedies may be limited by equitable principles of general
     applicability.

     In rendering such opinions, any counsel may qualify any opinions as to
enforceability by stating that such enforceability may be limited by bankruptcy,
insolvency, reorganization, liquidation, moratorium and other similar laws
affecting the rights and remedies of creditors and is subject to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law). Such counsel may rely upon opinions of other
counsel (copies of which shall be delivered to the Trustee), who shall be
counsel reasonably satisfactory to the Trustee, in which case the opinion shall
state that such counsel believes he or she and the Trustee are entitled so to
rely. Such counsel may also state that, insofar as such opinion involves factual
matters, he or she has relied, to the extent he or she deems proper, upon
certificates of officers of the Issuer and its subsidiaries and certificates of
public officials.

     (2) The Trustee shall have the right to decline to authenticate and deliver
any Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken by the Issuer or if the
Trustee in good faith by its board of directors or board of trustees, executive
committee, or a trust committee of directors or trustees or Responsible Officers
shall determine that such action would expose the Trustee to personal liability
to existing Holders or would affect the Trustee's own rights, duties or
immunities under the Securities, this Indenture or otherwise.

     (3) If the Issuer shall establish pursuant to Section 2.3 that the
Securities of a series are to be issued in whole or in part in global form, then
the Issuer shall execute and the Trustee shall, in accordance with this Section
and the Issuer Order with respect to such series, authenticate and deliver one
or more Securities in global form that (a) shall represent and shall be
denominated in an amount equal to the aggregate principal amount of all of the
Securities of such series issued and not yet cancelled, (b) if such Securities
are Registered Securities, shall be registered in the name of the Depositary for
such Security or Securities in global form or the nominee of such Depositary,
(c) if such Securities are Registered Securities, shall be delivered by


                                       12
<PAGE>

the Trustee to such Depositary or pursuant to such Depositary's instructions and
(d) shall bear a legend substantially to the following effect: "Unless and until
it is exchanged in whole or in part for Securities in definitive form, this
Security may not be transferred except as a whole by the Depositary to the
nominee of the Depositary or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary."

     (4) Each Depositary designated pursuant to Section 2.3 must, at the time of
its designation and at all times while it serves as Depositary, be a clearing
agency registered under the Securities Exchange Act of 1934 and any other
applicable statute or regulation.

     Section 2.5 Execution of Securities. The Securities and, if applicable,
each Coupon appertaining thereto shall be signed on behalf of the Issuer by the
chairman or vice chairman of its Board of Directors or its president or any
executive, senior or other vice president or its treasurer. Such signatures may
be the manual or facsimile signatures of the present or any future such
officers. The seal of the Issuer may be in the form of a facsimile thereof and
may be impressed, affixed, imprinted or otherwise reproduced on the Securities.
Typographical and other minor errors or defects in any such reproduction of the
seal or any such signature shall not affect the validity or enforceability of
any Security that has been duly authenticated and delivered by the Trustee.

     In case any officer of the Issuer who shall have signed any of the
Securities or Coupons, if any, shall cease to be such officer before the
Security or Coupon so signed (or the Security to which the Coupon so signed
appertains) shall be authenticated and delivered by the Trustee or disposed of
by the Issuer, such Security or Coupon nevertheless may be authenticated and
delivered or disposed of as though the person who signed such Security or Coupon
had not ceased to be such officer of the Issuer; and any Security or Coupon may
be signed on behalf of the Issuer by such persons as, at the actual date of the
execution of such Security or Coupon, shall be the proper officers of the
Issuer, although at the date of the execution and delivery of this Indenture any
such person was not such an officer.

     Section 2.6 Certificate of Authentication. Only such Securities as shall
bear thereon a certificate of authentication substantially in the form herein
before recited, executed by the Trustee by the manual signature of one of its
authorized officers, shall be entitled to the benefits of this Indenture or be
valid or obligatory for any purpose. No Coupon shall be entitled to the benefits
of this Indenture or shall be valid and obligatory for any purpose until the
certificate of authentication on the Security to which such Coupon appertains
shall have been duly executed by the Trustee. The execution of such certificate
by the Trustee upon any Security executed by the Issuer shall be conclusive
evidence that the Security so authenticated has been duly authenticated and
delivered hereunder and that the Holder is entitled to the benefits of this
Indenture.

     Section 2.7 Denomination and Date of Securities; Payments of Interest. The
Securities of each series shall be issuable as Registered Securities or
Unregistered Securities in denominations established as contemplated by Section
2.3 or, with respect to the Registered Securities of any series, if not so
established, in denominations of $1,000 and any integral multiple thereof. If
denominations of Unregistered Securities of any series are not so


                                       13
<PAGE>

established, such Securities shall be issuable in denominations of $1,000 and
$5,000. The Securities of each series shall be numbered, lettered or otherwise
distinguished in such manner or in accordance with such plan as the officers of
the Issuer executing the same may determine with the approval of the Trustee, as
evidenced by the execution and authentication thereof.

     Each Registered Security shall be dated the date of its authentication.
Each Unregistered Security shall be dated as provided in the resolution or
resolutions of the Board of Directors of the Issuer referred to in Section 2.3.
The Securities of each series shall bear interest, if any, from the date, and
such interest shall be payable on the dates, established as contemplated by
Section 2.3.

     The person in whose name any Registered Security of any series is
registered at the close of business on any record date applicable to a
particular series with respect to any interest payment date for such series
shall be entitled to receive the interest, if any, payable on such interest
payment date notwithstanding any transfer or exchange of such Registered
Security subsequent to the record date and prior to such interest payment date,
except if and to the extent the Issuer shall default in the payment of the
interest due on such interest payment date for such series, in which case such
defaulted interest shall be paid to the persons in whose names Outstanding
Registered Securities for such series are registered at the close of business on
a subsequent record date (which shall be not less than five Business Days prior
to the date of payment of such defaulted interest) established by notice given
by mail by or on behalf of the Issuer to the Holders of Registered Securities
not less than 15 days preceding such subsequent record date. The term "record
date" as used with respect to any interest payment date (except a date for
payment of defaulted interest) for the Securities of any series shall mean the
date specified as such in the terms of the Registered Securities of such series
established as contemplated by Section 2.3, or, if no such date is so
established, if such interest payment date is the first day of a calendar month,
the fifteenth day of the next preceding calendar month or, if such interest
payment date is the fifteenth day of a calendar month, the first day of such
calendar month, whether or not such record date is a Business Day.

     Section 2.8 Registration, Transfer and Exchange. (1) The Issuer will keep
at each office or agency to be maintained for the purpose as provided in Section
3.2 for each series of Securities a register or registers in which, subject to
such reasonable regulations as it may prescribe, it will provide for the
registration of Registered Securities of such series and the registration of
transfer of Registered Securities of such series. Such register shall be in
written form in the English language or in any other form capable of being
converted into such form within a reasonable time. At all reasonable times such
register or registers shall be open for inspection by the Trustee.

     (2) Upon due presentation for registration of transfer of any Registered
Security of any series at any such office or agency to be maintained for the
purpose as provided in Section 3.2, the Issuer shall execute and the Trustee
shall authenticate and deliver in the name of the transferee or transferees a
new Registered Security or Registered Securities of the same series, maturity
date, interest rate and original issue date in authorized denominations for a
like aggregate principal amount.


                                       14
<PAGE>

     Unregistered Securities (except for any temporary Unregistered Securities
in global form) and Coupons (except for Coupons attached to any temporary
Unregistered Securities in global form) shall be transferable by delivery.

     (3) (a) At the option of the Holder thereof, Registered Securities of any
series (other than a Registered Security in global form, except as set forth
below) may be exchanged for a Registered Security or Registered Securities of
such series having authorized denominations and an equal aggregate principal
amount, upon surrender of such Registered Securities to be exchanged at the
agency of the Issuer that shall be maintained for such purpose in accordance
with Section 3.2 and upon payment, if the Issuer shall so require, of the
charges hereinafter provided. Whenever any Registered Securities are so
surrendered for exchange, the Issuer shall execute, and the Trustee shall
authenticate and deliver, the Registered Securities which the Holder making the
exchange is entitled to receive.

     (b) Unless otherwise specified as contemplated by Section 2.3, at the
option of the Holder, Unregistered Securities of such series may be exchanged
for Registered Securities (if the Securities of such series are issuable in
registered form) or Unregistered Securities (if Unregistered Securities of such
series are issuable in more than one denomination and such exchanges are
permitted by such series) of the same series, of any authorized denominations
and of like tenor and aggregate principal amount, upon surrender of the
Unregistered Securities to be exchanged at the agency of the Issuer that shall
be maintained for such purpose in accordance with Section 3.2, with all
unmatured Coupons and all matured Coupons in default thereto appertaining. If
the Holder of an Unregistered Security is unable to produce any such unmatured
Coupon or Coupons or matured Coupon or Coupons in default, such exchange may be
effected if the Unregistered Securities are accompanied by payment in funds
acceptable to the Issuer and the Trustee in an amount equal to the face amount
of such missing Coupon or Coupons, or the surrender of such missing Coupon or
Coupons may be waived by the Issuer and the Trustee if there be furnished to
them such security or indemnity as they may require to save each of them and any
paying agent harmless. If thereafter the Holder of such Security shall surrender
to any paying agent any such missing Coupon in respect of which such a payment
shall have been made, such Holder shall be entitled to receive the amount of
such payment as provided in Section 3.2. Notwithstanding the foregoing, in case
any Unregistered Security of any series is surrendered at any such office or
agency in exchange for a Registered Security of the same series after the close
of business at such office or agency on (i) any record date and before the
opening of business at such office or agency on the relevant interest payment
date, or (ii) any special record date for payment of defaulted interest and
before the opening of business at such office or agency on the related date for
payment of defaulted interest, such Unregistered Security shall be surrendered
without the Coupon relating to such interest or defaulted interest payment date
or proposed date of payment, as the case may be (or, if such Coupon is so
surrendered with such Unregistered Security, such Coupon shall be returned to
the person so surrendering the Unregistered Security), and interest or defaulted
interest, as the case may be, will not be payable on such date or proposed date
for payment, as the case may be, in respect of the Registered Security issued in
exchange for such Unregistered Security, but will be payable only to the Holder
of such Coupon, when due in accordance with the provisions of this Indenture.

     (c) Registered Securities of any series may not be exchanged for
Unregistered Securities of such series unless (i) otherwise specified pursuant
to Section 2.3 and (ii) the Issuer


                                       15
<PAGE>

has delivered to the Trustee an Opinion of Counsel that (A) the Issuer has
received from the Internal Revenue Service a ruling or (B) since the date
hereof, there has been a change in the applicable Federal income tax law, in
either case to the effect that the inclusion of terms permitting Registered
Securities to be exchanged for Unregistered Securities would result in no
adverse Federal income tax effect to the Issuer or to any Holder. Whenever any
Securities are so surrendered for exchange, the Issuer shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive. All Securities and Coupons surrendered upon
any exchange or transfer provided for in this Indenture shall be cancelled
promptly and disposed of by the Trustee and the Trustee will deliver a
certificate of disposition thereof to the Issuer.

     (4) All Registered Securities presented for registration of transfer,
exchange, redemption or payment shall (if so required by the Issuer or the
Trustee) be duly endorsed by, or be accompanied by a written instrument or
instruments of transfer in form satisfactory to the Issuer and the Trustee duly
executed by the Holder or his or her attorney duly authorized in writing.

     The Issuer may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any exchange or
registration of transfer of Securities. No service charge shall be made for any
such transaction.

     The Issuer shall not be required to exchange or register a transfer of (a)
any Securities of any series for a period of 15 days next preceding the first
mailing of notice of redemption of Securities of such series to be redeemed or
(b) any Securities selected, called or being called for redemption, in whole or
in part, except, in the case of any Security to be redeemed in part, the portion
thereof not so to be redeemed.

     (5) Notwithstanding any other provision of this Section 2.8, unless and
until it is exchanged in whole or in part for Securities in definitive
registered form, a Registered Security in global form representing all or a
portion of the Securities of a series may not be transferred except as a whole
by the Depositary for such series to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor Depositary
for such series or a nominee of such successor Depositary.

     If at any time the Depositary for any Registered Securities of a series
represented by one or more Registered Securities in global form notifies the
Issuer that it is unwilling or unable to continue as Depositary for such
Registered Securities or if at any time the Depositary for such Registered
Securities shall no longer be eligible under Section 2.4, the Issuer shall
appoint a successor Depositary eligible under Section 2.4 with respect to such
Registered Securities. If a successor Depositary eligible under Section 2.4 for
such Registered Securities is not appointed by the Issuer within 90 days after
the Issuer receives such notice or becomes aware of such ineligibility, the
Issuer's election pursuant to Section 2.3 that such Registered Securities be
represented by one or more Registered Securities in global form shall no longer
be effective and the Issuer will execute, and the Trustee, upon receipt of an
Officer's Certificate for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver, Securities of such
series in definitive registered form without coupons, in any authorized


                                       16
<PAGE>

denominations, in an aggregate principal amount equal to the principal amount of
the Registered Security or Securities in global form representing such
Registered Securities in exchange for such Registered Security or Securities in
global form.

     The Issuer may at any time and in its sole discretion determine that the
Registered Securities of any series issued in the form of one or more Registered
Securities in global form shall no longer be represented by a Registered
Security or Securities in global form. In such event the Issuer will execute,
and the Trustee, upon receipt of an Officer's Certificate for the authentication
and delivery of definitive Securities of such series, will authenticate and
deliver, Securities of such series in definitive registered form without
coupons, in any authorized denominations, in an aggregate principal amount equal
to the principal amount of the Registered Security or Securities in global form
representing such Registered Securities, in exchange for such Registered
Security or Securities in global form.

     If specified by the Issuer pursuant to Section 2.3 with respect to
Securities represented by a Registered Security in global form, the Depositary
for such Registered Security in global form may surrender such Registered
Security in global form in exchange in whole or in part for Registered
Securities of the same series in definitive form on such terms as are acceptable
to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the
Trustee shall authenticate and deliver, without service charge,

     (a) to the Person specified by such Depositary a new Registered Security or
Securities of the same series, of any authorized denominations as requested by
such Person, in an aggregate principal amount equal to and in exchange for such
Person's beneficial interest in the Registered Security in global form; and

     (b) to such Depositary a new Registered Security in global form in a
denomination equal to the difference, if any, between the principal amount of
the surrendered Registered Security in global form and the aggregate principal
amount of Registered Securities authenticated and delivered pursuant to clause
(a) above.

     Upon the exchange of a Registered Security in global form for Registered
Securities in definitive form without coupons, in authorized denominations, such
Registered Security in global form shall be cancelled by the Trustee or an agent
of the Issuer or the Trustee. Registered Securities in definitive form issued in
exchange for a Registered Security in global form pursuant to this Section 2.8
shall be registered in such names and in such authorized denominations as the
Depositary for such Registered Security in global form, pursuant to instructions
from its direct or indirect participants or otherwise, shall instruct the
Trustee or an agent of the Issuer or the Trustee. The Trustee or such agent
shall deliver such Securities to or as directed by the Persons in whose names
such Securities are so registered.

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

     (7) Notwithstanding anything herein or in the terms of any series of
Securities to the contrary, none of the Issuer, the Trustee or any agent of the
Issuer or the Trustee (any of which,


                                       17
<PAGE>

other than the Issuer, shall rely on an Officer's Certificate and an Opinion of
Counsel) shall be required to exchange any Unregistered Security for a
Registered Security if such exchange would result in adverse Federal income tax
consequences to the Issuer (such as, for example, the inability of the Issuer to
deduct from its income, as computed for Federal income tax purposes, the
interest payable on the Unregistered Securities) under then applicable United
States Federal income tax laws.

     Subject to Section 6.1(2), the Trustee shall have no obligation or duty to
monitor, determine or inquire as to compliance with any restrictions on transfer
imposed under this Indenture or under applicable law with respect to any
transfer of any interest in any Security (including any transfers between or
among Depositary Participants or beneficial owners of interests in any Security
in global form) other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and when
expressly required by the terms of, this Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements
hereof.

     Subject to Section 6.1(2), neither the Trustee nor any Authenticating Agent
shall have any responsibility for any actions taken or not taken by the
Depositary.

     Section 2.9 Mutilated, Defaced, Destroyed, Lost and Stolen Securities. In
case any Security or any Coupon appertaining to any Security shall become
mutilated, defaced or be destroyed, lost or stolen, the Issuer in its discretion
may execute, and upon the written request of any officer of the Issuer, the
Trustee shall authenticate and deliver a new Security of the same series,
maturity date, interest rate and original issue date, bearing a number or other
distinguishing symbol not contemporaneously outstanding, in exchange and
substitution for the mutilated or defaced Security, or in lieu of and in
substitution for the Security so destroyed, lost or stolen with Coupons
corresponding to the Coupons appertaining to the Securities so mutilated,
defaced, destroyed, lost or stolen, or in exchange or substitution for the
Security to which such mutilated, defaced, destroyed, lost or stolen Coupon
appertained, with Coupons appertaining thereto corresponding to the Coupons so
mutilated, defaced, destroyed, lost or stolen. In every case the applicant for a
substitute Security or Coupon shall furnish to the Issuer and to the Trustee and
any agent of the Issuer or the Trustee such security or indemnity as may be
reasonably required by them to indemnify and defend and to save each of them
harmless and, in every case of destruction, loss or theft, evidence to their
reasonable satisfaction of the destruction, loss or theft of such Security or
Coupon and of the ownership thereof and in the case of mutilation or defacement
shall surrender the Security and related Coupons to the Trustee or such agent.

     Upon the issuance of any substitute Security or Coupon, the Issuer 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) or its agent connected therewith. In case
any Security or Coupon which has matured or is about to mature or has been
called for redemption in full shall become mutilated or defaced or be destroyed,
lost or stolen, the Issuer may instead of issuing a substitute Security, pay or
authorize the payment of the same or the relevant Coupon (without surrender
thereof except in the case of a mutilated or defaced Security or Coupon), if the
applicant for such payment shall furnish to the Issuer and to the Trustee and
any agent of the Issuer or the Trustee such reasonable security or


                                       18
<PAGE>

indemnity as any of them may require to save each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall also furnish to
the Issuer and the Trustee and any agent of the Issuer or the Trustee evidence
to their reasonable satisfaction of the destruction, loss or theft of such
Security or Coupon and of the ownership thereof.

     Every substitute Security or Coupon of any series issued pursuant to the
provisions of this Section by virtue of the fact that any such Security or
Coupon is destroyed, lost or stolen shall constitute an additional contractual
obligation of the Issuer, whether or not the destroyed, lost or stolen Security
or Coupon shall be at any time enforceable by anyone and shall be entitled to
all the benefits of (but shall be subject to all the limitations of rights set
forth in) this Indenture equally and proportionately with any and all other
Securities or Coupons of such series duly authenticated and delivered hereunder.
All Securities and Coupons shall be held and owned upon the express condition
that, to the extent permitted by law, the foregoing provisions are exclusive
with respect to the replacement or payment of mutilated, defaced or destroyed,
lost or stolen Securities and Coupons and shall preclude any and all other
rights or remedies notwithstanding any law or statute existing or hereafter
enacted to the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.

     Section 2.10 Cancellation of Securities; Disposition Thereof. All
Securities and Coupons surrendered for payment, redemption, registration of
transfer or exchange, or for credit against any payment in respect of a sinking
or analogous fund, if surrendered to the Issuer or any agent of the Issuer or
the Trustee or any agent of the Trustee, shall be delivered to the Trustee or
its agent for cancellation or, if surrendered to the Trustee, shall be cancelled
by it; and no Securities or Coupons shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Indenture. The Trustee or
its agent shall dispose of cancelled Securities and Coupons held by it in
accordance with its procedures for the disposition of cancelled securities in
effect as of the date of such cancellation and deliver a certificate of
disposition to the Issuer. If the Issuer or its agent shall acquire any of the
Securities or Coupons, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities or Coupons
unless and until the same are delivered to the Trustee or its agent for
cancellation.

     Section 2.11 Temporary Securities. Pending the preparation of definitive
Securities for any series, the Issuer may execute and the Trustee shall
authenticate and deliver temporary Securities for such series (printed,
lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities of any series shall be
issuable as Registered Securities without coupons, or as Unregistered Securities
with or without coupons attached thereto, of any authorized denomination, and
substantially in the form of the definitive Securities of such series but with
such omissions, insertions and variations as may be appropriate for temporary
Securities, all as may be determined by the Issuer with the concurrence of the
Trustee as evidenced by the execution and authentication thereof. Temporary
Securities may contain such references to any provisions of this Indenture as
may be appropriate. Every temporary Security shall be executed by the Issuer and
be authenticated by the Trustee upon the same conditions and in substantially
the same manner, and with like effect, as the definitive Securities. Without
unreasonable delay the Issuer shall execute and shall furnish definitive
Securities of such series and thereupon temporary Registered Securities of such
series may be surrendered in exchange therefor without charge at each office or
agency to be maintained by the Issuer for that purpose pursuant to Section 3.2
and, in the case of Unregistered Securities, at any


                                       19
<PAGE>

agency maintained by the Issuer for such purpose as specified pursuant to
Section 3.2, and the Trustee shall authenticate and deliver in exchange for such
temporary Securities of such series an equal aggregate principal amount of
definitive Securities of the same series having authorized denominations and, in
the case of Unregistered Securities, having attached thereto any appropriate
Coupons. Until so exchanged, the temporary Securities of any series shall be
entitled to the same benefits under this Indenture as definitive Securities of
such series, unless otherwise established pursuant to Section 2.3. The
provisions of this Section are subject to any restrictions or limitations on the
issue and delivery of temporary Unregistered Securities of any series that may
be established pursuant to Section 2.3 (including any provision that
Unregistered Securities of such series initially be issued in the form of a
single Unregistered Security in global form to be delivered to a Depositary or
agency located outside the United States and the procedures pursuant to which
Unregistered Securities in definitive or global form of such series would be
issued in exchange for such temporary Unregistered Security in global form).

     Section 2.12 CUSIP Numbers. The Issuer in issuing the Securities may use
"CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use
"CUSIP" numbers in notices of redemption as a convenience to Holders; provided
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Issuer will
promptly notify the Trustee of any change in the "CUSIP" numbers.

                                  ARTICLE III
                             COVENANTS OF THE ISSUER

     Section 3.1 Payment of Principal and Interest. The Issuer covenants and
agrees for the benefit of each series of Securities that it will duly and
punctually pay or cause to be paid the principal of, and interest on, each of
the Securities of such series (together with any additional amounts payable
pursuant to the terms of such Securities) at the place or places, at the
respective times and in the manner provided in such Securities and in the
Coupons, if any, appertaining thereto and in this Indenture. The interest on
Securities with Coupons attached (together with any additional amounts payable
pursuant to the terms of such Securities) shall be payable only upon
presentation and surrender of the several Coupons for such interest installments
as are evidenced thereby as they severally mature. If any temporary Unregistered
Security provides that interest thereon may be paid while such Security is in
temporary form, the interest on any such temporary Unregistered Security
(together with any additional amounts payable pursuant to the terms of such
Security) shall be paid, as to the installments of interest evidenced by Coupons
attached thereto, if any, only upon presentation and surrender thereof, and, as
to the other installments of interest, if any, only upon presentation of such
Securities for notation thereon of the payment of such interest, in each case
subject to any restrictions that may be established pursuant to Section 2.3. The
interest on Registered Securities (together with any additional amounts payable
pursuant to the terms of such Securities) shall be payable only to or upon the
written order of the Holders thereof and, at the option of the Issuer, may be
paid by wire transfer or by mailing checks for such interest payable to or upon
the written order of such Holders at their last addresses as they appear on the
registry books of the Issuer.


                                       20
<PAGE>

     Section 3.2 Offices for Payments, Etc. So long as any Securities are issued
as Registered Securities, the Issuer will maintain in the Borough of Manhattan,
The City of New York, an office or agency where the Registered Securities of
each series may be presented for payment, where the Securities of each series
may be presented for exchange as is provided in this Indenture and, if
applicable, pursuant to Section 2.3 and where the Registered Securities of each
series may be presented for registration of transfer as in this Indenture
provided.

     So long as any Securities are issued as Unregistered Securities, the Issuer
will maintain one or more offices or agencies in a city or cities located
outside the United States (including any city in which such an agency is
required to be maintained under the rules of any stock exchange on which the
Securities of such series are listed) where the Unregistered Securities, if any,
of each series and Coupons, if any, appertaining thereto may be presented for
payment. No payment on any Unregistered Security or Coupon will be made upon
presentation of such Unregistered Security or Coupon at an agency of the Issuer
within the United States nor will any payment be made by transfer to an account
in, or by mail to an address in, the United States unless pursuant to applicable
United States laws and regulations then in effect such payment can be made
without adverse tax consequences to the Issuer. Notwithstanding the foregoing,
payments in Dollars of Unregistered Securities of any series and Coupons
appertaining thereto which are payable in Dollars may be made at an agency of
the Issuer maintained in the Borough of Manhattan, The City of New York if such
payment in Dollars at each agency maintained by the Issuer outside the United
States for payment on such Unregistered Securities is illegal or effectively
precluded by exchange controls or other similar restrictions.

     The Issuer will maintain in the Borough of Manhattan, The City of New York,
an office or agency where notices and demands to or upon the Issuer in respect
of the Securities of any series, the Coupons appertaining thereto or this
Indenture may be served.

     The Issuer will give to the Trustee written notice of the location of each
such office or agency and of any change of location thereof. In case the Issuer
shall fail to maintain any agency required by this Section, or shall fail to
give such notice of the location or of any change in the location of any of the
above agencies, presentations and demands may be made and notices may be served
at the Corporate Trust Office of the Trustee.

     The Issuer may from time to time designate one or more additional offices
or agencies where the Securities of a series and any Coupons appertaining
thereto may be presented for payment, where the Securities of that series may be
presented for exchange as provided in this Indenture and pursuant to Section 2.3
and where the Registered Securities of that series may be presented for
registration of transfer as in this Indenture provided, and the Issuer may from
time to time rescind any such designation, as the Issuer may deem desirable or
expedient; provided, however, that no such designation or rescission shall in
any manner relieve the Issuer of its obligation to maintain the agencies
provided for in this Section. The Issuer will give to the Trustee prompt written
notice of any such designation or rescission thereof.

     Section 3.3 Money for Security Payments to be Held in Trust; Unclaimed
Money. If the Issuer shall at any time act as its own paying agent, it will, on
or before each due date of the principal of and premium, if any, or interest on
any of the Securities, segregate and hold in trust for the benefit of the
Holders entitled thereto a sum sufficient to pay the principal (and premium,


                                       21
<PAGE>

if any) or interest so becoming due until such sums shall be paid to such
Holders or otherwise disposed of as herein provided and will promptly notify the
Trustee of its action or failure so to act.

     Whenever the Issuer shall have one or more paying agents, it will, on or
prior to each due date of the principal of and premium, if any, or interest on
any Securities, deposit with the paying agent or paying agents a sum sufficient
to pay the principal, premium, if any, or interest so becoming due, such sum to
be held in trust for the benefit of the Holders entitled to such principal,
premium, if any, or interest, and, unless such paying agent is the Trustee, the
Issuer will promptly notify the Trustee in writing of its action or failure so
to act.

     The Issuer will cause each paying agent 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 of the principal of and
premium, if any, or interest on Securities in trust for the benefit of the
Holders entitled thereto until such sums shall be paid to such Persons or
otherwise disposed of as herein provided;

     (2) give the Trustee written notice of any default by the Holders (or any
other obligor upon the Securities) in the making of any payment of principal and
premium, if any, or interest; 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 Issuer may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Issuer
Order direct any paying agent to pay, to the Trustee all sums held in trust by
the Issuer 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 Issuer 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 Issuer in trust for the payment of the principal of and premium, if any, or
interest on any Security and remaining unclaimed for two years after such
principal and premium, if any, or interest has become due and payable shall be
paid to the Issuer on Issuer Order, or, if then held by the Issuer, shall be
discharged from such trust; and the Holder of such Security shall thereafter, as
an unsecured general creditor, look only to the Issuer for payment thereof, and
all liability of the Trustee or such paying agent with respect to such trust
money, and all liability of the Issuer 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 Issuer cause to
be published once, in a newspaper customarily published on each Business Day and
of general circulation in the Borough of Manhattan, The City of New York, 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 publication, any
unclaimed balance of such money then remaining will be repaid to the Issuer.


                                       22
<PAGE>

     Section 3.4 Statements of Officers of Issuer as to Default; Notice of
Default. (1) The Issuer will deliver to the Trustee, within 120 days after the
end of each fiscal year of the Issuer ending after the date hereof, a
certificate, signed by the principal executive officer, principal financial
officer, or principal accounting officer, stating whether or not to the best
knowledge of the signers thereof the Issuer is in default (without regard to
periods of grace or requirements of notice) in the performance and observance of
any of the terms, provisions and conditions hereof, and if the Issuer shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

     (2) The Issuer shall file with the Trustee written notice of the occurrence
of any default or Event of Default within five Business Days of its becoming
aware of any such default or Event of Default setting forth the details of such
Event of Default or default.

     Section 3.5 Existence. Subject to Article IX, the Issuer will do or cause
to be done all things necessary to preserve and keep in full force and effect
its existence, rights (charter and statutory) and franchises and those of each
of its Subsidiaries; provided, however, that the Issuer shall not be required to
preserve any such right or franchise if its Board of Directors shall determine
in good faith that the preservation thereof is no longer desirable in the
conduct of the business of the Issuer or the business of any Subsidiary and that
the loss thereof is not disadvantageous in any material respect to the Holders.

     Section 3.6 Maintenance of Properties. The Issuer will cause all properties
used or useful in the conduct of its business or the business of any Subsidiary
to be maintained and kept in good condition, repair and working order and
supplied with all necessary equipment and will cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof, all as in
the good faith judgment of the Issuer may be necessary so that the business
carried on in connection therewith may be properly and advantageously conducted
at all times; provided, however, that nothing in this Section shall prevent the
Issuer from discontinuing the operation or maintenance of any such properties if
such discontinuance is, in the good faith judgment of the Issuer, desirable in
the conduct of its business or the business of any Subsidiary and not
disadvantageous in any material respect to the Holders.

     Section 3.7 Payment of Taxes and Other Claims. The Issuer shall pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (1) all taxes, assessments and governmental charges (including
withholding taxes and any penalties, interest and additions to taxes) levied or
imposed upon the Issuer or any Subsidiary or upon the income, profits or
property of the Issuer or any Subsidiary, and (2) all material lawful claims for
labor, materials and supplies which, if unpaid, might by law become a lien upon
the property of the Issuer or any Subsidiary; provided, however, that the Issuer
shall not be required to pay or discharge or cause to be paid or discharged any
such tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings and for which disputed
amounts adequate reserves have been made.

     Section 3.8 Further Instruments and Acts. Upon request of the Trustee, the
Issuer will execute and deliver such further instruments and perform such
further acts as may be reasonably necessary or proper to carry out more
effectively the purposes of this Indenture.


                                       23
<PAGE>

     Section 3.9 Commission Reports. The Issuer shall file with the Trustee,
within 15 days after it files such annual and quarterly reports, information,
documents and other reports with the Commission, copies of its annual report and
of the information, documents and other reports (or copies of such portions of
any of the foregoing as the Commission may by rules and regulations prescribe)
which the Issuer is required to file with the Commission pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934. 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 Issuer's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers'
Certificates).

                                   ARTICLE IV
         SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE

     Section 4.1 Issuer to Furnish Trustee Information as to Names and Addresses
of Securityholders. If and so long as the Trustee shall not be the Security
registrar for the Securities of any series, the Issuer and any other obligor on
the Securities will furnish or cause to be furnished to the Trustee a list in
such form as the Trustee may reasonably require of the names and addresses of
the Holders of the Registered Securities of such series pursuant to Section 312
of the Trust Indenture Act of 1939 (1) semi-annually not more than 5 days after
each record date for the payment of interest on such Registered Securities, as
hereinabove specified, as of such record date and on dates to be determined
pursuant to Section 2.3 for non-interest bearing Registered Securities in each
year, and (2) at such other times as the Trustee may request in writing, within
thirty days after receipt by the Issuer of any such request as of a date not
more than 15 days prior to the time such information is furnished.

     Section 4.2 Preservation of Information; Communications to Holders. (1) 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 4.1 and the names and addresses of Holders
received by the Trustee in its capacity as Security Registrar or paying agent.
The Trustee may destroy any list furnished to it as provided in Section 4.1 upon
receipt of a new list so furnished.

     (2) The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the corresponding
rights and privileges of the Trustee, shall be as provided by the Trust
Indenture Act of 1939.

     (3) Every Holder of Securities, by receiving and holding the same, agrees
with the Issuer and the Trustee that neither the Issuer nor the Trustee nor any
agent of any of them shall be held accountable by reason of the disclosure of
any such information as to the names and addresses of the Holders in accordance
with Sections 4.1 and 4.2(2), regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Section 4.2(2).

     Section 4.3 Reports by the Trustee. Any Trustee's report required under
Section 313(a) of the Trust Indenture Act of 1939 shall be transmitted to
Holders at the times and


                                       24
<PAGE>

in the manner provided pursuant thereto, so long as any Securities are
Outstanding hereunder, and shall be dated as of a date convenient to the Trustee
no more than 60 days prior to such transmission.

                                   ARTICLE V
         REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

     Section 5.1 Event of Default Defined; Acceleration of Maturity; Waiver of
Default. Unless otherwise provided in the applicable indenture supplement or
Board Resolutions with respect to Securities of any series, "Event of Default"
with respect to the Securities of such series wherever used herein, means each
one of the following events which shall have occurred and be continuing
(whatever the reason for such Event of Default and whether it shall be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

     (1) default in the payment of any installment of interest upon any of the
Securities of such series as and when the same shall become due and payable, and
continuance of such default for a period of 30 days; or

     (2) default in the payment of all or any part of the principal on any of
the Securities of such series as and when the same shall become due and payable
either at maturity, upon any redemption, by declaration or otherwise; or

     (3) default in the payment of any sinking fund installment as and when the
same shall become due and payable by the terms of the Securities of such series;
or

     (4) failure on the part of the Issuer duly to observe or perform any other
of the covenants or agreements on the part of the Issuer in the Securities of
such series (other than a covenant or agreement in respect of the Securities of
such series a default in the performance or breach of which is elsewhere in this
Section specifically dealt with) or contained in this Indenture (other than a
covenant or agreement included in this Indenture solely for the benefit of a
series of Securities other than such series) for a period of 60 days after the
date on which written notice specifying such failure, stating that such notice
is a "Notice of Default" hereunder and demanding that the Issuer remedy the
same, shall have been given by registered or certified mail, return receipt
requested, to the Issuer by the Trustee, or to the Issuer and the Trustee by the
holders of at least 25% in aggregate principal amount of the Outstanding
Securities of all series affected thereby; or

     (5) a court having jurisdiction in the premises shall enter a decree or
order for relief in respect of the Issuer or any Restricted Subsidiary in an
involuntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect, or appointing a receiver, liquidator, assignee,
custodian, trustee, rehabilitator, sequestrator (or similar official) of the
Issuer or of any Restricted Subsidiary for any substantial part of its or their
property or ordering the winding up or liquidation of its or their affairs, and
such decree or order shall remain unstayed and in effect for a period of 60
consecutive days; or


                                       25
<PAGE>

     (6) the Issuer or any Restricted Subsidiary shall commence a voluntary case
under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or consent to the entry of an order for relief in an
involuntary case under any such law, or consent to the appointment or taking
possession by a receiver, liquidator, assignee, custodian, trustee,
rehabilitator, sequestrator (or similar official) of the Issuer or any
Restricted Subsidiary or for any substantial part of its or their property, or
make any general assignment for the benefit of creditors; or

     (7) an event of default, as defined in any one or more mortgages,
indentures, instruments, bonds, debentures, notes or other similar instruments
under which there may be issued, or by which there may be secured or evidenced,
any indebtedness (other than the Securities of such series or nonrecourse
obligations) ("Indebtedness") in excess of $25,000,000 for money borrowed by the
Issuer or a Restricted Subsidiary shall occur, if such event of default shall
result in the acceleration of such Indebtedness prior to its expressed maturity
unless such Indebtedness is discharged or such acceleration is cured, waived,
rescinded or annulled within 30 days after written notice thereof shall have
been given by registered or certified mail, return receipt requested, to the
Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at
least 25% in aggregate principal amount of the Outstanding Securities of each
series which notice shall state that it is a "Notice of Default" hereunder; or

     (8) any other Event of Default provided in the supplemental indenture under
which such series of Securities is issued or in the form of Security for such
series; provided that if any such default or acceleration referred to in clause
(7) above shall cease or be cured, waived, rescinded or annulled, then the Event
of Default hereunder by reason thereof shall be deemed likewise to have been
thereupon cured.

     If an Event of Default with respect to Securities of any series at the time
Outstanding (other than an Event of Default described in clause (5) or (6))
occurs and is continuing, then, and in each and every such case, except for any
series of Securities the principal of which shall have already become due and
payable, either the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Outstanding Securities of that series by notice in
writing to the Issuer (and to the Trustee if given by Securityholders), may
declare the entire principal (or, if any of the Securities of that series are
Original Issue Discount Securities, such portion of the principal amount as may
be specified in the terms of such series) of all Securities of that series, and
the interest accrued thereon, if any, to be due and payable immediately, and
upon any such declaration, the same shall become immediately due and payable. If
an Event of Default specified in clause (5) or (6) shall have occurred, the
principal amount on all of the Securities shall automatically, and without any
declaration or other action on the part of the Trustee or any Holder, become
immediately due and payable.

     The foregoing provisions, however, are subject to the condition that if, at
any time after the principal (or, if the Securities are Original Issue Discount
Securities, such portion of the principal as may be specified in the terms
thereof) of the Securities of any series shall have been so declared due and
payable, and before any judgment or decree for the payment of the moneys due
shall have been obtained or entered as hereinafter provided, the Issuer shall
pay or shall deposit with the Trustee a sum sufficient to pay all matured
installments of interest upon all the Securities of such series and the
principal of any and all Securities of each such series which


                                       26
<PAGE>

shall have become due otherwise than by acceleration (with interest upon such
principal and, to the extent that payment of such interest is enforceable under
applicable law, on overdue installments of interest, at the same rate as the
rate of interest or Yield to Maturity (in the case of Original Issue Discount
Securities) specified in the Securities of such series to the date of such
payment or deposit) and such amount as shall be sufficient to cover reasonable
compensation to the Trustee and each predecessor Trustee, its agents, attorneys
and counsel, and all other expenses and liabilities incurred, and all advances
made, by the Trustee and each predecessor Trustee except as a result of
negligence or bad faith, and if any and all Events of Default under the
Indenture, other than the non-payment of the principal of Securities which shall
have become due by acceleration, shall have been cured, waived or otherwise
remedied as provided herein, then and in every such case the Holders of a
majority in aggregate principal amount of all the Securities of each such
series, or of all the Outstanding Securities of any series, by written notice to
the Issuer and to the Trustee, may waive all defaults with respect to that
series and rescind and annul such declaration and its consequences, but no such
waiver or rescission and annulment shall extend to or shall affect any
subsequent default or shall impair any right consequent thereon.

     For all purposes under this Indenture, if a portion of the principal of any
Original Issue Discount Securities shall have been accelerated and declared due
and payable pursuant to the provisions hereof, then, from and after such
declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed, for
all purposes hereunder, to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities.

     Section 5.2 Collection of Indebtedness by Trustee; Trustee May Prove Debt.
(1) The Issuer covenants that (a) in case default shall be made in the payment
of any installment of interest on any of the Securities of any series when such
interest shall have become due and payable, and such default shall have
continued for a period of 30 days or (b) in case default shall be made in the
payment of all or any part of the principal of any of the Securities of any
series when the same shall have become due and payable, whether upon maturity of
the Securities of such series or upon any redemption or by declaration or
otherwise, then upon demand of the Trustee, the Issuer will pay to the Trustee
for the benefit of the Holders of the Securities of such series the whole amount
that then shall have become due and payable on all Securities of such series,
and such Coupons, for principal or interest, as the case may be (with interest
to the date of such payment upon the overdue principal and, to the extent that
payment of such interest is enforceable under applicable law, on overdue
installments of interest at the same rate as the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) specified in the
Securities of such series); and in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including
reasonable compensation to the Trustee and each predecessor Trustee, their
respective agents, attorneys and counsel, and any expenses and liabilities
incurred, and all advances made, by the Trustee and each predecessor Trustee
except as a result of its negligence or bad faith.


                                       27
<PAGE>

     Until such demand is made by the Trustee, the Issuer may pay the principal
of and interest on the Securities of any series to the registered holders,
whether or not the Securities of such Series be overdue.

     (2) In case the Issuer shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceedings to judgment or final decree, and may enforce any such
judgment or final decree against the Issuer or other obligor upon the Securities
and collect in the manner provided by law out of the property of the Issuer or
other obligor upon the Securities, wherever situated the moneys adjudged or
decreed to be payable.

     (3) In case there shall be pending proceedings relative to the Issuer or
any other obligor upon the Securities under Title 11 of the United States Code
or any other applicable Federal or state bankruptcy, insolvency or other similar
law, or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, rehabilitator, sequestrator or similar official shall have been
appointed for or taken possession of the Issuer or its property or such other
obligor, or in case of any other comparable judicial proceedings relative to the
Issuer or other obligor upon the Securities, or to the creditors or property of
the Issuer or such other obligor, 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 pursuant to the provisions of this Section, shall be
entitled and empowered, by intervention in such proceedings or otherwise:

     (a) to file and prove a claim or claims for the whole amount of principal
and interest (or, if the Securities of any series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of such series) owing and unpaid in respect of the Securities of any
series, 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
reasonable compensation to the Trustee and each predecessor Trustee, and their
respective agents, attorneys and counsel, and for reimbursement of all expenses
and liabilities incurred, and all advances made, by the Trustee and each
predecessor Trustee, except as a result of negligence or bad faith) and of the
Securityholders allowed in any judicial proceedings relative to the Issuer or
other obligor upon the Securities, or to the creditors or property of the Issuer
or such other obligor,

     (b) unless prohibited by applicable law and regulations, to vote on behalf
of the holders of the Securities of any series in any election of a trustee or a
standby trustee in arrangement, reorganization, liquidation or other bankruptcy
or insolvency proceedings or person performing similar functions in comparable
proceedings, and

     (c) to collect and receive any moneys or other property payable or
deliverable on any such claims, and to distribute all amounts received with
respect to the claims of the Securityholders and of the Trustee on their behalf;
and any trustee, receiver, or liquidator, custodian or other similar official is
hereby authorized by each of the Securityholders to make payments to the
Trustee, and, in the event that the Trustee shall consent to the making of
payments directly to the Securityholders, to pay to the Trustee such amounts as
shall be sufficient to cover reasonable compensation to the Trustee, each
predecessor Trustee and their


                                       28
<PAGE>

respective agents, attorneys and counsel, and all other expenses and liabilities
incurred, and all advances made, by the Trustee and each predecessor Trustee
except as a result of negligence or bad faith.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities of any series or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Securityholder in any such proceeding except, as aforesaid, to vote for the
election of a trustee in bankruptcy or similar person.

     (4) All rights of action and of asserting claims under this Indenture, or
under any of the Securities of any series or Coupons appertaining to such
Securities, may be enforced by the Trustee without the possession of any of such
Securities or Coupons or the production thereof in any trial or other
proceedings relative thereto, and any such action or proceedings instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment, subject to the payment of the expenses, disbursements
and compensation of the Trustee, each predecessor Trustee and their respective
agents and attorneys, shall be for the ratable benefit of the Holders of the
Securities or Coupons appertaining to such Securities in respect of which such
action was taken.

     (5) In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the Holders
of the Securities or Coupons appertaining to such Securities in respect to which
such action was taken, and it shall not be necessary to make any Holders of such
Securities or Coupons appertaining to such Securities parties to any such
proceedings.

     Section 5.3 Application of Proceeds. Any moneys collected by the Trustee
pursuant to this Article in respect of any series shall, subject to the
subordination provisions hereof, be applied in the following order at the date
or dates fixed by the Trustee and, in case of the distribution of such moneys on
account of principal or interest, upon presentation of the several Securities
and Coupons appertaining to such Securities in respect of which monies have been
collected and stamping (or otherwise noting) thereon the payment, or issuing
Securities of such series in reduced principal amounts in exchange for the
presented Securities of like series if only partially paid, or upon surrender
thereof if fully paid:

     FIRST: To the payment of costs and expenses applicable to such series in
respect of which monies have been collected, including reasonable compensation
to the Trustee and each predecessor Trustee and their respective agents and
attorneys and of all expenses and liabilities incurred, and all advances made,
by the Trustee and each predecessor Trustee except as a result of negligence or
bad faith;

     SECOND: In case the principal of the Securities of such series in respect
of which moneys have been collected shall not have become and be then due and
payable, to the payment of interest on the Securities of such series in default
in the order of the maturity of the installments of such interest, with interest
(to the extent that such interest has been collected by


                                       29
<PAGE>

the Trustee) upon the overdue installments of interest at the same rate as the
rate of interest or Yield to Maturity (in the case of Original Issue Discount
Securities) specified in such Securities, such payments to be made ratably to
the persons entitled thereto, without discrimination or preference;

     THIRD: In case the principal of the Securities of such series in respect of
which moneys have been collected shall have become and shall be then due and
payable, to the payment of the whole amount then owing and unpaid upon all the
Securities of such series for principal and interest, with interest upon the
overdue principal, and (to the extent that such interest has been collected by
the Trustee) upon overdue installments of interest at the same rate as the rate
of interest or Yield to Maturity (in the case of Original Issue Discount
Securities) specified in the Securities of such series; and in case such moneys
shall be insufficient to pay in full the whole amount so due and unpaid upon the
Securities of such series, then to the payment of such principal and interest or
Yield to Maturity, without preference or priority of principal over interest or
Yield to Maturity, or of interest or Yield to Maturity over principal, or of any
installment of interest over any other installment of interest, or of any
Security of such series over any other Security of such series, ratably to the
aggregate of such principal and accrued and unpaid interest or Yield to
Maturity; and

     FOURTH: To the payment of the remainder, if any, to the Issuer or any other
person lawfully entitled thereto.

     Section 5.4 Suits for Enforcement. In case an Event of Default has
occurred, has not been waived and is continuing, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture or in aid of the exercise
of any power granted in this Indenture or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.

     Section 5.5 Restoration of Rights on Abandonment of Proceedings. In case
the Trustee shall have proceeded to enforce any right under this Indenture and
such proceedings shall have been discontinued or abandoned for any reason, or
shall have been determined adversely to the Trustee, then and in every such case
the Issuer and the Trustee shall be restored respectively to their former
positions and rights hereunder, and all rights, remedies and powers of the
Issuer, the Trustee and the Securityholders shall continue as though no such
proceedings had been taken.

     Section 5.6 Limitations on Suits by Securityholders. No Holder of any
Security of any series or of any Coupon appertaining thereto shall have any
right by virtue or by availing of any provision of this Indenture to institute
any action or proceeding at law or in equity or in bankruptcy or otherwise upon
or under or with respect to this Indenture, or for the appointment of a trustee,
receiver, liquidator, custodian or other similar official or for any other
remedy hereunder, unless such Holder previously shall have given to the Trustee
written notice of default and of the continuance thereof, as hereinbefore
provided, and unless also the Holders of not less than 25% in aggregate
principal amount of the Outstanding Securities of that series shall have made
written request upon the Trustee to institute such action or proceedings in its
own name as


                                       30
<PAGE>

trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby and the Trustee for 60 days after its receipt of
such notice, request and offer of indemnity shall have failed to institute any
such action or proceeding and no direction inconsistent with such written
request shall have been given to the Trustee pursuant to Section 5.9; it being
understood and intended, and being expressly covenanted by the taker and Holder
of every Security or Coupon with every other taker and Holder and the Trustee,
that no one or more Holders of Securities of any series or Coupons appertaining
to such Securities shall have any right in any manner whatever by virtue or by
availing of any provision of this Indenture to affect, disturb or prejudice the
rights of any other such Holder of Securities or Coupons appertaining to such
Securities, or to obtain or seek to obtain priority over or preference to any
other such Holder or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all
Holders of Securities of the applicable series and Coupons appertaining to such
Securities. For the protection and enforcement of the provisions of this
Section, each and every Securityholder and the Trustee shall be entitled to such
relief as can be given either at law or in equity.

     Section 5.7 Unconditional Right of Securityholders to Institute Certain
Suits. Notwithstanding any other provision in this Indenture and any provision
of any Security, the right of any Holder of any Security or Coupon to receive
payment of the principal of and interest on such Security or Coupon on or after
the respective due dates expressed in such Security or Coupon, or to institute
suit for the enforcement of any such payment on or after such respective dates
shall not be impaired or affected without the consent of such Holder.

     Section 5.8 Powers and Remedies Cumulative; Delay or Omission Not Waiver of
Default. Except as provided in Section 5.6, no right or remedy herein conferred
upon or reserved to the Trustee or to the Holders of Securities or Coupons is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

     No delay or omission of the Trustee or of any Holder of Securities or
Coupons to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right or power or
shall be construed to be a waiver of any such Event of Default or an
acquiescence therein; and, subject to Section 5.6, every power and remedy given
by this Indenture or by law to the Trustee or to the Holders of Securities or
Coupons may be exercised from time to time, and as often as shall be deemed
expedient, by the Trustee or by the Holders of Securities or Coupons.

     Section 5.9 Control by Holders of Securities. The Holders of a majority in
aggregate principal amount of the Outstanding Securities of any series affected
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 by
this Indenture; provided that such direction shall not be otherwise than in
accordance with law and the provisions of this Indenture, provided further that
(subject to the


                                       31
<PAGE>

provisions of Section 6.1) the Trustee shall have the right to decline to follow
any such direction if the Trustee, being advised by counsel, shall determine in
good faith that the action or proceeding so directed may not lawfully be taken
or if the Trustee in good faith by its board of directors, the executive
committee, or a trust committee of directors or Responsible Officers of the
Trustee shall determine that the action or proceedings so directed would involve
the Trustee in personal liability or if the Trustee in good faith shall so
determine that the actions or forbearances specified in or pursuant to such
direction would be unduly prejudicial to the interests of Holders of the
Outstanding Securities of such series so affected not joining in the giving of
said direction, it being understood that (subject to Section 6.1) the Trustee
shall have no duty to ascertain whether or not such actions or forbearances are
unduly prejudicial to such Holders.

     Nothing in this Indenture shall impair the right of the Trustee in its
discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction or directions by Securityholders.

     Section 5.10 Waiver of Past Defaults. Prior to the acceleration of the
maturity of any series of Securities as provided in Section 5.1, the Holders of
a majority in aggregate principal amount of the Outstanding Securities of such
series with respect to which an event of default shall have occurred and be
continuing may on behalf of the Holders of all such Outstanding Securities of
such series waive any past default or Event of Default described in Section 5.1
and its consequences, except a default in respect of a covenant or provision
hereof which cannot be modified or amended without the consent of the Holder of
each Security affected. In the case of any such waiver, the Issuer, the Trustee
and the Holders of all Outstanding Securities of such series shall be restored
to their former positions and rights hereunder, respectively; but no such waiver
shall extend to any subsequent or other default or impair any right consequent
thereon.

     Upon any such waiver, such default shall cease to exist and be deemed to
have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to have been cured, and not to have occurred for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon.

     Section 5.11 Trustee to Give Notice of Default, but May Withhold in Certain
Circumstances. The Trustee shall, within ninety days after the occurrence of a
default with respect to the Securities of any series, give notice of all
defaults with respect to that series known to the Trustee (unless such default
shall have been cured or waived before the giving of such notice) (1) if any
Unregistered Securities of that series are then Outstanding, to the Holders
thereof, by publication at least once in an Authorized Newspaper in the Borough
of Manhattan, The City of New York and at least once in an Authorized Newspaper
in London and (2) to all Holders of Securities of such series in the manner and
to the extent provided in Section 313(c) of the Trust Indenture Act of 1939,
unless in each case such defaults shall have been cured before the mailing or
publication of such notice (the term "defaults" for the purpose of this Section
being hereby defined to mean any event or condition which is, or with notice or
lapse of time or both would become, an Event of Default); provided that, except
in the case of default in the payment of the principal of or interest on any of
the Securities of such series, or in the payment of any sinking fund installment
on such series, the Trustee shall be protected in


                                       32
<PAGE>

withholding such notice if and so long as the board of directors, the executive
committee, or a trust committee of directors or trustees and/or Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interests of the Securityholders of such series.

     Section 5.12 Right of Court to Require Filing of Undertaking to Pay Costs.
All parties to this Indenture agree, and each Holder of any Security or Coupon
by his or her 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, 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
Trustee, to any suit instituted by any Securityholder or group of
Securityholders of any series holding in the aggregate more than 10% in
aggregate principal amount of the Outstanding Securities of any series, or to
any suit instituted by any Securityholder for the enforcement of the payment of
the principal of or interest on any Security on or after the due date expressed
in such Security or any date fixed for redemption.

                                   ARTICLE VI
                             CONCERNING THE TRUSTEE

     Section 6.1 Duties and Responsibilities of the Trustee; During Default;
Prior to Default. (1) With respect to the Holders of any series of Securities
issued hereunder, the Trustee, prior to the occurrence of an Event of Default
with respect to the Securities of a particular series and after the curing or
waiving of all Events of Default which may have occurred with respect to such
series, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. In case an Event of Default with
respect to the Securities of a series has occurred (which has not been cured or
waived) the Trustee shall exercise with respect to such series of Securities
such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent person would exercise
or use under the circumstances in the conduct of his or her own affairs.

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

     (a) prior to the occurrence of an Event of Default with respect to the
Securities of any series and after the curing or waiving of all such Events of
Default with respect to such series which may have occurred:

          (i) the duties and obligations of the Trustee with respect to the
     Securities of any series shall be determined solely by the express
     provisions of this Indenture, and the Trustee shall not be liable except
     for the performance of such duties and obligations as are specifically set
     forth in this Indenture, and no implied covenants or obligations shall be
     read into this Indenture against the Trustee; and


                                       33
<PAGE>

          (ii) in the absence of bad faith on the part of the Trustee, the
     Trustee may conclusively rely, as to the truth of the statements and the
     correctness of the opinions expressed therein, upon any statements,
     certificates or opinions furnished to the Trustee and conforming to the
     requirements of this Indenture; but in the case of any such statements,
     certificates or opinions which by any provision hereof are specifically
     required to be furnished to the Trustee, the Trustee shall be under a duty
     to examine the same to determine whether or not they conform to the
     requirements of this Indenture (but need not confirm or investigate the
     accuracy of mathematical calculations or other facts stated therein);

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

     (c) 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 pursuant to Section 5.9 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.

     (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.

     (3) None of the provisions contained in 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 or in the exercise of any of
its rights or powers, if there shall be reasonable ground for believing that the
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

     The provisions of this Section 6.1 are in furtherance of and subject to
Section 315 of the Trust Indenture Act of 1939.

     Section 6.2 Certain Rights of the Trustee. In furtherance of and subject to
the Trust Indenture Act of 1939, and subject to Section 6.1:

     (1) the Trustee may conclusively rely and shall be protected in acting or
refraining from acting upon any resolution, Officer's Certificate or any other
certificate, statement, instrument, opinion, report, notice, request, consent,
order, bond, debenture, note, coupon, security or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;

     (2) any request, direction, order or demand of the Issuer mentioned herein
shall be sufficiently evidenced by an Officer's Certificate (unless other
evidence in respect thereof be herein specifically prescribed); and any
resolution of the Board of Directors may be evidenced to the Trustee by a copy
thereof certified by the secretary or an assistant secretary of the Issuer;

     (3) the Trustee may consult with legal counsel of its choice or other
experts, and the advice of such experts within the scope of such expert's areas
of expertise or opinion of counsel


                                       34
<PAGE>

with respect to legal matters shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted to be taken by it
hereunder in good faith and in accordance with such advice or opinion;

     (4) the Trustee shall be under no obligation to exercise any of the trusts
or powers vested in it by this Indenture at the request, order or direction of
any of the Securityholders pursuant to the provisions of this Indenture, unless
such Securityholders shall have offered to the Trustee security or indemnity
reasonably satisfactory to it against the costs, expenses and liabilities which
might be incurred therein or thereby;

     (5) the Trustee shall not be liable for any action taken or omitted by it
in good faith and believed by it to be authorized or within the discretion,
rights or powers conferred upon it by this Indenture;

     (6) prior to the occurrence of an Event of Default hereunder and after the
curing or waiving of all Events of Default, 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, consent,
order, approval, appraisal, bond, debenture, note, coupon, security, or other
paper or document unless requested in writing so to do by the Holders of not
less than a majority in aggregate principal amount of the Securities of any
series affected by such Event of Default and then Outstanding; provided that, if
the payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Indenture, the Trustee may require
indemnity reasonably satisfactory to it against such expenses or liabilities as
a condition to proceeding; the reasonable expenses of every such investigation
shall be paid by the Issuer or, if paid by the Trustee or any predecessor
Trustee, shall be repaid by the Issuer upon demand;

     (7) 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 such agent or attorney appointed with due care by
it hereunder;

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

     (9) the rights, privileges, protections, immunities and benefits given to
the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other Person employed to act hereunder;
and

     (10) the Trustee may request that the Issuer deliver an Officers'
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers' Certificate may be signed by any person


                                       35
<PAGE>

authorized to sign an Officers' Certificate, including any person specified as
so authorized in any such certificate previously delivered and not superseded.

     Section 6.3 Trustee Not Responsible for Recitals, Disposition of Securities
or Application of Proceeds Thereof. The recitals contained herein and in the
Securities, except the Trustee's certificates of authentication, shall be taken
as the statements of the Issuer, and the Trustee or any Authenticating Agent
assumes no responsibility for the correctness of the same. The Trustee or any
Authenticating Agent makes no representation as to the validity or sufficiency
of this Indenture or of any Securities or Coupons. The Trustee shall not be
accountable for the use or application by the Issuer of any of the Securities or
of the proceeds thereof.

     Section 6.4 Trustee and Agents May Hold Securities or Coupons; Collections,
Etc. The Trustee or any agent of the Issuer or the Trustee, in its individual or
any other capacity, may become the owner or pledgee of Securities or Coupons
with the same rights it would have if it were not the Trustee or such agent and
may otherwise deal with the Issuer and receive, collect, hold and retain
collections from the Issuer with the same rights it would have if it were not
the Trustee or such agent.

     Section 6.5 Moneys Held by Trustee. All moneys received by the Trustee
shall, until used or applied as herein provided, be held in trust for the
purposes for which they were received, but need not be segregated from other
funds except to the extent required by mandatory provisions of law. Neither the
Trustee nor any agent of the Issuer or the Trustee shall be under any liability
for interest on any moneys received by it hereunder.

     Section 6.6 Compensation and Indemnification of Trustee and its Prior
Claim. The Issuer covenants and agrees to pay to the Trustee from time to time,
and the Trustee shall be entitled to, such compensation as the Issuer and the
Trustee shall from time to time agree in writing (which shall not be limited by
any provision of law in regard to the compensation of a trustee of an express
trust) and the Issuer covenants and agrees to pay or reimburse the Trustee and
each predecessor Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by or on behalf of it in accordance
with any of the provisions of this Indenture (including the reasonable
compensation and the expenses and disbursements of its counsel and of all agents
and other persons not regularly in its employ) except any such expense,
disbursement or advance as may arise from its negligence or bad faith. The
Issuer also covenants to indemnify the Trustee and each predecessor Trustee and
their agents for, and to hold them harmless against, any loss, liability or
expense incurred without negligence or bad faith on its part, arising out of or
in connection with the acceptance or administration of this Indenture or the
trusts hereunder and its duties hereunder, including the costs and expenses of
defending itself against or investigating any claim of liability. The
obligations of the Issuer under this Section to compensate and indemnify the
Trustee and each predecessor Trustee and to pay or reimburse the Trustee and
each predecessor Trustee for expenses, disbursements and advances shall
constitute additional indebtedness hereunder and shall survive the satisfaction
and discharge of this Indenture. Such additional indebtedness shall be a senior
claim to that of the Securities upon all property and funds held or collected by
the Trustee as such, except funds held in trust for the benefit of the Holders
of particular Securities or Coupons, and the Securities are hereby subordinated
to such senior claim.


                                       36
<PAGE>

     Section 6.7 Right of Trustee to Rely on Officer's Certificate, Etc. Subject
to Sections 6.1 and 6.2, whenever in the administration of the trusts of this
Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officer's Certificate delivered to the Trustee, and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under the
provisions of this Indenture upon the faith thereof.

     Section 6.8 Indentures Not Creating Potential Conflicting Interests for the
Trustee. The following indentures are hereby specifically described for the
purposes of Section 310(b)(1) of the Trust Indenture Act of 1939: this Indenture
with respect to the Securities of any series.

     Section 6.9 Persons Eligible for Appointment as Trustee. The Trustee for
each series of Securities hereunder shall at all times be a corporation or
banking association organized and doing business under the laws of the United
States of America or of any State or the District of Columbia having a combined
capital and surplus of at least $50,000,000, and which is authorized under such
laws to exercise corporate trust powers and is subject to supervision or
examination by Federal, State or District of Columbia authority. Such
corporation or banking association shall have a place of business in the Borough
of Manhattan, The City of New York if there be such a corporation in such
location willing to act upon reasonable and customary terms and conditions. If
such corporation publishes reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. In case at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section, the Trustee shall resign immediately in the manner and with the effect
specified in Section 6.10.

     The provisions of this Section 6.9 are in furtherance of and subject to
Section 310(a) of the Trust Indenture Act of 1939.

     Section 6.10 Resignation and Removal; Appointment of Successor Trustee. (1)
The Trustee, or any trustee or trustees hereafter appointed, may at any time
resign with respect to one or more or all series of Securities by giving written
notice of resignation to the Issuer and (a) if any Unregistered Securities of a
series affected are then Outstanding, by giving notice of such resignation to
the Holders thereof, by publication at least once in an Authorized Newspaper in
the Borough of Manhattan, The City of New York, and at least once in an
Authorized Newspaper in London, (b) if any Unregistered Securities of a series
affected are then Outstanding, by mailing notice of such resignation to the
Holders thereof who have filed their names and addresses with the Trustee
pursuant to Section 313(c)(2) of the Trust Indenture Act of 1939 at such
addresses as were so furnished to the Trustee and (c) by mailing notice of such
resignation to the Holders of then Outstanding Registered Securities of each
series affected at their addresses as they shall appear on the registry books.
Upon receiving such notice of resignation, the Issuer shall promptly appoint a
successor Trustee or Trustees with respect to the applicable series by written
instrument in duplicate, executed by authority of the Board of Directors, one
copy of


                                       37
<PAGE>

which instrument shall be delivered to the resigning Trustee and one copy to the
successor Trustee or Trustees. If no successor Trustee shall have been so
appointed with respect to any series and have accepted appointment within 30
days after the mailing of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee, or any Securityholder who has been a bona fide Holder of a Security or
Securities of the applicable series for at least six months may, subject to the
provisions of Section 5.12, on behalf of himself or herself and all others
similarly situated, petition any such court for the appointment of a successor
Trustee. Such court may thereupon, after such notice, if any, as it may deem
proper and prescribe, appoint a successor Trustee.

     (2) In case at any time any of the following shall occur:

     (a) the Trustee shall fail to comply with the provisions of Section 310(b)
of the Trust Indenture Act of 1939 with respect to any series of Securities
after written request therefor by the Issuer or by any Securityholder who has
been a bona fide Holder of a Security or Securities of such series for at least
six months; or

     (b) the Trustee shall cease to be eligible in accordance with the
provisions of Section 6.9 and Section 310(a) of the Trust Indenture Act of 1939
and shall fail to resign after written request therefor by the Issuer or by any
Securityholder; or

     (c) the Trustee shall become incapable of acting with respect to any series
of Securities, or shall be adjudged bankrupt or insolvent, or a receiver or
liquidator of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation;

     then, in any such case, the Issuer may remove the Trustee with respect to
the applicable series of Securities and appoint a successor Trustee for such
series by written instrument, in duplicate, executed by order of the Board of
Directors of the Issuer, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor Trustee, or, subject to the
provisions of Section 315(e) of the Trust Indenture Act of 1939, any
Securityholder who has been a bona fide Holder of a Security or Securities of
such series for at least six months may on behalf of himself or herself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee with respect
to such series. Such court may thereupon, after such notice, if any, as it may
deem proper, remove the Trustee and appoint a successor Trustee.

     (3) The Holders of a majority in aggregate principal amount of the
Outstanding Securities of any series at the time Outstanding may at any time
remove the Trustee with respect to the Securities of such series and appoint a
successor Trustee with respect to the Securities of such series by delivering to
the Trustee so removed, to the successor Trustee so appointed and to the Issuer
the evidence provided for in Section 7.1 of the action in that regard taken by
such Securityholders.

     (4) Any resignation or removal of the Trustee with respect to any series
and any appointment of a successor Trustee with respect to such series pursuant
to any of the provisions


                                       38
<PAGE>

of this Section 6.10 shall become effective upon acceptance of appointment by
the successor Trustee as provided in Section 6.11.

     Section 6.11 Acceptance of Appointment by Successor Trustee. Any successor
Trustee appointed as provided in Section 6.10 shall execute and deliver to the
Issuer and to its predecessor Trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor Trustee
with respect to all or any applicable series shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all rights, powers, duties and obligations with respect to such
series of its predecessor hereunder, with like effect as if originally named as
Trustee for such series hereunder; but, nevertheless, on the written request of
the Issuer or of the successor Trustee, upon payment of its charges then unpaid,
the Trustee ceasing to act shall pay over to the successor Trustee all moneys at
the time held by it hereunder and shall execute and deliver an instrument
transferring to such successor Trustee all such rights, powers, duties and
obligations. Upon request of any such successor Trustee, the Issuer shall
execute any and all instruments in writing for more fully and certainly vesting
in and confirming to such successor Trustee all such rights and powers. Any
Trustee ceasing to act shall, nevertheless, retain a prior claim upon all
property or funds held or collected by such Trustee to secure any amounts then
due it pursuant to the provisions of Section 6.6.

     If a successor Trustee is appointed with respect to the Securities of one
or more (but not all) series, the Issuer, the predecessor Trustee and each
successor Trustee with respect to the Securities of any applicable series shall
execute and deliver an indenture supplemental hereto which shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the predecessor Trustee with respect to the
Securities of any series as to which the predecessor Trustee is not retiring
shall continue to be vested in the predecessor Trustee, and 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 under separate
indentures.

     No successor Trustee with respect to any series of Securities shall accept
appointment as provided in this Section 6.11 unless at the time of such
acceptance such successor Trustee shall be qualified under Section 310(b) of the
Trust Indenture Act of 1939 and eligible under the provisions of Section 6.9.

     Upon acceptance of appointment by any successor Trustee as provided in this
Section 6.11, the Issuer shall give notice thereof (1) if any Unregistered
Securities of a series affected are then Outstanding, to the Holders thereof, by
publication of such notice at least once in an Authorized Newspaper in the
Borough of Manhattan, The City of New York and at least once in an Authorized
Newspaper in London, (2) if any Unregistered Securities of a series affected are
then Outstanding, to the Holders thereof who have filed their names and
addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture
Act of 1939, by mailing such notice to such Holders at such addresses as were so
furnished to the Trustee (and the Trustee shall make such information available
to the Issuer for such purpose) and (3) if any Registered Securities of a series
affected are then Outstanding, to the Holders thereof, by mailing


                                       39
<PAGE>

such notice to such Holders at their addresses as they shall appear on the
registry books. If the acceptance of appointment is substantially
contemporaneous with the resignation, then the notice called for by the
preceding sentence may be combined with the notice called for by Section 6.10.
If the Issuer fails to give such notice within ten days after acceptance of
appointment by the successor Trustee, the successor Trustee shall cause such
notice to be given at the expense of the Issuer.

     Section 6.12 Merger, Conversion, Consolidation or Succession to Business of
Trustee. 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 of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation shall be qualified under Section 310(b) of the
Trust Indenture Act of 1939 and eligible under the provisions of Section 6.9,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.

     In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities of any series shall have
been authenticated but not delivered, any such successor to the Trustee may
adopt the certificate of authentication of any predecessor Trustee and deliver
such Securities so authenticated; and, in case at that time any of the
Securities of any series shall not have been authenticated, any successor to the
Trustee may authenticate such Securities either in the name of any predecessor
hereunder or in the name of the successor Trustee; and in all such cases such
certificate shall have the full force which it is anywhere in the Securities of
such series or in this Indenture provided that the certificate of the Trustee
shall have; provided, that the right to adopt the certificate of authentication
of any predecessor Trustee or to authenticate Securities of any series in the
name of any predecessor Trustee shall apply only to its successor or successors
by merger, conversion or consolidation.

     Section 6.13 Preferential Collection of Claims Against the Issuer. The
Trustee shall comply with Section 311(a) of the Trust Indenture Act of 1939,
excluding any creditor relationship listed in Section 311(b) of the Trust
Indenture Act of 1939. A Trustee who has resigned or been removed shall be
subject to Section 311(a) of the Trust Indenture Act of 1939 to the extent
indicated therein.

     Section 6.14 Appointment of Authenticating Agent. As long as any Securities
of a series remain Outstanding, the Trustee may, by an instrument in writing,
appoint with the approval of the Issuer an authenticating agent (the
"Authenticating Agent") which shall be authorized to act on behalf of the
Trustee to authenticate Securities, including Securities issued upon exchange,
registration of transfer, partial redemption or pursuant to Section 2.9.
Securities of each such series authenticated by such Authenticating Agent shall
be entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee. Whenever reference is made
in this Indenture to the authentication and delivery of Securities of any series
by the Trustee or to the Trustee's Certificate of Authentication, such reference
shall be deemed to include authentication and delivery on behalf of the Trustee
by an Authenticating Agent for such series and a Certificate of Authentication
executed on behalf of the Trustee by such Authenticating Agent. Such
Authenticating Agent shall at all times be a


                                       40
<PAGE>

corporation organized and doing business under the laws of the United States of
America or of any State, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000
(determined as provided in Section 6.9 with respect to the Trustee) and subject
to supervision or examination by Federal or State authority.

     Any corporation into which any Authenticating Agent may be merged or
converted, or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of any Authenticating Agent, shall continue to be the Authenticating Agent with
respect to all series of Securities for which it served as Authenticating Agent
without the execution or filing of any paper or any further act on the part of
the Trustee or such Authenticating Agent. Any Authenticating Agent may at any
time, and if it shall cease to be eligible shall, resign by giving written
notice of resignation to the Trustee and to the Issuer.

     Upon receiving such a notice of resignation or upon such a termination, or
in case at any time any Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 6.14 with respect to one or more
series of Securities, the Trustee shall upon receipt of an Issuer Order appoint
a successor Authenticating Agent and the Issuer shall provide notice of such
appointment to all Holders of Securities of such series in the manner and to the
extent provided in Section 11.4. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Authenticating Agent. The Issuer agrees to pay
to the Authenticating Agent for such series from time to time reasonable
compensation. The Authenticating Agent for the Securities of any series shall
have no responsibility or liability for any action taken by it as such at the
direction of the Trustee.

     Sections 6.2, 6.3, 6.4, 6.6 and 7.3 shall be applicable to any
Authenticating Agent.

                                  ARTICLE VII
                         CONCERNING THE SECURITYHOLDERS

     Section 7.1 Evidence of Action Taken by Securityholders. Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by a specified percentage in
principal amount of the Securityholders of any or all series may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such specified percentage of Securityholders in person or by 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. Proof of execution of any instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Indenture and
(subject to Sections 6.1 and 6.2) conclusive in favor of the Trustee and the
Issuer, if made in the manner provided in this Article.

     Section 7.2 Proof of Execution of Instruments and of Holding of Securities.
Subject to Sections 6.1 and 6.2, the execution of any instrument by a
Securityholder or his or her agent or proxy may be proved in the following
manner:


                                       41
<PAGE>

     (1) The fact and date of the execution by any Holder of any instrument may
be proved by the certificate of any notary public or other officer of any
jurisdiction authorized to take acknowledgments of deeds or administer oaths
that the person executing such instruments acknowledged to him or her the
execution thereof, or by an affidavit of a witness to such execution sworn to
before any such notary or other such officer. Where such execution is by or on
behalf of any legal entity other than an individual, such certificate or
affidavit shall also constitute sufficient proof of the authority of the person
executing the same.

     (2) The fact of the holding by any Holder of an Unregistered Security of
any series, and the identifying number of such Security and the date of his or
her holding the same, may be proved by the production of such Security or by a
certificate executed by any trust company, bank, banker or recognized securities
dealer wherever situated satisfactory to the Trustee, if such certificate shall
be deemed by the Trustee to be satisfactory. Each such certificate shall be
dated and shall state that on the date thereof a Security of such series bearing
a specified identifying number was deposited with or exhibited to such trust
company, bank, banker or recognized securities dealer by the person named in
such certificate. Any such certificate may be issued in respect of one or more
Unregistered Securities of one or more series specified therein. The holding by
the person named in any such certificate of any Unregistered Securities of any
series specified therein shall be presumed to continue for a period of one year
from the date of such certificate unless at the time of any determination of
such holding (a) another certificate bearing a later date issued in respect of
the same Securities shall be produced, or (b) the Securities of such series
specified in such certificate shall be produced by some other person, or (c) the
Securities of such series specified in such certificate shall have ceased to be
Outstanding. Subject to Sections 6.1 and 6.2, the fact and date of the execution
of any such instrument and the amount and numbers of Securities of any series
held by the person so executing such instrument and the amount and numbers of
any Security or Securities for such series may also be proven in accordance with
such reasonable rules and regulations as may be prescribed by the Trustee for
such series or in any other manner which the Trustee for such series may deem
sufficient.

     (3) In the case of Registered Securities, the ownership of such Securities
shall be proved by the Security register or by a certificate of the Security
registrar.

     The Issuer may set a record date for purposes of determining the identity
of Holders of Registered Securities of any series entitled to vote or consent to
any action referred to in Section 7.1, which record date may be set at any time
or from time to time by notice to the Trustee, for any date or dates not more
than 60 days nor less than five days prior to the proposed date of such vote or
consent, and thereafter, notwithstanding any other provisions hereof, with
respect to Registered Securities of any series, only Holders of Registered
Securities of such series of record on such record date shall be entitled to so
vote or give such consent or revoke such vote or consent.

     Section 7.3 Holders to Be Treated as Owners. The Issuer, the Trustee and
any agent of the Issuer or the Trustee may deem and treat the person in whose
name any Security shall be registered upon the Security register for such series
as the absolute owner of such Security (whether or not such Security shall be
overdue and notwithstanding any notation of ownership or other writing thereon)
for the purpose of receiving payment of or on account of the principal of and,
subject to the provisions of this Indenture, interest on such Security and for
all other


                                       42
<PAGE>

purposes; and neither the Issuer nor the Trustee nor any agent of the Issuer or
the Trustee shall be affected by any notice to the contrary. The Issuer, the
Trustee and any agent of the Issuer or the Trustee may treat the Holder of any
Unregistered Security and the Holder of any Coupon as the absolute owner of such
Unregistered Security or Coupon (whether or not such Unregistered Security or
Coupon shall be overdue) for the purpose of receiving payment thereof or on
account thereof and for all other purposes and neither the Issuer, the Trustee,
nor any agent of the Issuer or the Trustee shall be affected by any notice to
the contrary. All such payments so made to any such person, or upon his or her
order, shall be valid, and, to the extent of the sum or sums so paid, effectual
to satisfy and discharge the liability for moneys payable upon any such
Unregistered Security or Coupon.

     Section 7.4 Securities Owned by Issuer Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all series have concurred in any direction,
consent or waiver under this Indenture, Securities which are owned by the Issuer
or any other obligor on the Securities with respect to which such determination
is being made or by any person directly or indirectly controlling or controlled
by or under direct or indirect common control with the Issuer or any other
obligor on the Securities with respect to which such determination is being made
shall be disregarded and deemed not to be Outstanding for the purpose of any
such determination, except that for the purpose of determining whether the
Trustee shall be protected in relying on any such direction, consent or waiver
only Securities which a Responsible Officer of the Trustee actually knows are 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 Issuer or any other obligor upon the
Securities or any person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Issuer or any other obligor on
the Securities. In case of a dispute as to such right, the advice of counsel
shall be full protection in respect of any decision made by the Trustee in
accordance with such advice. Upon request of the Trustee, the Issuer shall
furnish to the Trustee promptly an Officer's Certificate listing and identifying
all Securities, if any, known by the Issuer to be owned or held by or for the
account of any of the above-described Persons; and, subject to Sections 6.1 and
6.2, the Trustee shall be entitled to accept such Officer's Certificate as
conclusive evidence of the facts therein set forth and of the fact that all
Securities not listed therein are Outstanding for the purpose of any such
determination.

     Section 7.5 Right of Revocation of Action Taken. At any time prior to (but
not after) the evidencing to the Trustee, as provided in Section 7.1, of the
taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities of any or all series, as the case may be, specified in
this Indenture in connection with such action, any Holder of a Security the
serial number of which is shown by the evidence to be included among the serial
numbers of the Securities the Holders of which have consented to such action
may, by filing written notice at the Corporate Trust Office and upon proof of
holding as provided in this Article, revoke such action so far as concerns such
Security. Except as aforesaid any such action taken by the Holder of any
Security shall be conclusive and binding upon such Holder and upon all future
Holders and owners of such Security and of any Securities issued in exchange or
substitution therefor or on registration of transfer thereof, irrespective of
whether or not any notation in regard thereto is made upon any such Security.
Any action taken by the Holders of


                                       43
<PAGE>

the percentage in aggregate principal amount of the Securities of any or all
series, as the case may be, specified in this Indenture in connection with such
action shall be conclusively binding upon the Issuer, the Trustee and the
Holders of all the Securities affected by such action.

                                  ARTICLE VIII
                             SUPPLEMENTAL INDENTURES

     Section 8.1 Supplemental Indentures Without Consent of Securityholders. (1)
The Issuer, when authorized by a resolution of its Board of Directors (which
resolution may provide general terms or parameters for such action and may
provide that the specific terms of such action may be determined in accordance
with or pursuant to an Issuer Order), and the Trustee may from time to time and
at any time enter into an indenture or indentures supplemental hereto for one or
more of the following purposes:

     (a) to convey, transfer, assign, mortgage or pledge to the Trustee as
security for the Securities of one or more series any property or assets;

     (b) to evidence the succession of another corporation to the Issuer, or
successive successions, and the assumption by the successor corporation of the
covenants, agreements and obligations of the Issuer pursuant to Article IX;

     (c) to add to the covenants of the Issuer such further covenants,
restrictions, conditions or provisions as the Issuer and the Trustee shall
consider to be for the protection of the Holders of Securities or Coupons, and
to make the occurrence, or the occurrence and continuance, of a default in any
such additional covenants, restrictions, conditions or provisions an Event of
Default permitting the enforcement of all or any of the several remedies
provided in this Indenture as herein set forth; provided, that in respect of any
such additional covenant, restriction, condition or provision such supplemental
indenture may provide for a particular period of grace after default (which
period may be shorter or longer than that allowed in the case of other defaults)
or may provide for an immediate enforcement upon such an Event of Default or may
limit the remedies available to the Trustee upon such an Event of Default or may
limit the right of the Holders of a majority in aggregate principal amount of
the Securities of such series to waive such an Event of Default;

     (d) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture, or to make any other provisions as the Issuer may deem necessary or
desirable, provided that no such action shall adversely affect the interests of
the Holders of the Securities or Coupons;

     (e) to establish the forms or terms of Securities of any series or of the
Coupons appertaining to such Securities as permitted by Sections 2.1 and 2.3;
and

     (f) 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 6.11.


                                       44
<PAGE>

     (2) The Trustee is hereby authorized to join with the Issuer in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer, assignment, mortgage or pledge of any property thereunder,
but the Trustee shall not be obligated to enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

     (3) Any supplemental indenture authorized by the provisions of this Section
may be executed without the consent of the Holders of any of the Securities at
the time outstanding, notwithstanding any of the provisions of Section 8.2.

     Section 8.2 Supplemental Indentures With Consent of Securityholders. (1)
With the consent (evidenced as provided in Article VII) of the Holders of not
less than a majority in aggregate principal amount of the Outstanding Securities
of each series affected by such supplemental indenture, the Issuer, when
authorized by a resolution of its Board of Directors (which resolution may
provide general terms or parameters for such action and may provide that the
specific terms of such action may be determined in accordance with or pursuant
to an Issuer Order), and the Trustee may, from time to time and at any time,
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture or of modifying in
any manner the rights of the Holders of the Securities of each such series or of
the Coupons appertaining to such Securities; provided, that no such supplemental
indenture shall (a) extend the final maturity of any then issued Security, or
reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, or reduce any amount payable on redemption thereof,
or make the principal thereof (including any amount in respect of original issue
discount), or interest thereon payable in any coin or currency other than that
provided in such Securities and any Coupons thereon or in accordance with the
terms thereof, or reduce the amount of the principal of a then issued Original
Issue Discount Security that would be due and payable upon an acceleration of
the maturity thereof pursuant to Section 5.1 or the amount thereof provable in
bankruptcy pursuant to Section 5.2, or alter the provisions of Section 11.11 or
11.12 or impair or affect the right of any Securityholder to institute suit for
the payment thereof or, if such Securities provide therefor, any right of
repayment at the option of the Securityholder, in each case without the consent
of the Holder of each Security so affected, or (b) reduce the percentage in
principal amount of then issued Securities of any series, the consent of the
Holders of which is required for any such supplemental indenture, without the
consent of the Holders of each Security so affected.

     (2) A 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 Holders of Securities of such series, or of Coupons appertaining
to such Securities, with respect to such covenant or provision, shall be deemed
not to affect the rights under this Indenture of the Holders of Securities of
any other series or of the Coupons appertaining to such Securities.

     (3) Upon the request of the Issuer, accompanied by a copy of a resolution
of the Board of Directors (which resolution may provide general terms or
parameters for such action and may provide that the specific terms of such
action may be determined in accordance with or


                                       45
<PAGE>

pursuant to an Issuer Order) certified by the secretary or an assistant
secretary of the Issuer authorizing the execution of any such supplemental
indenture, and upon the filing with the Trustee of evidence of the consent of
the Holders of the Securities as aforesaid and other documents, if any, required
by Section 7.1, the Trustee shall join with the Issuer in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture.

     (4) It shall not be necessary for the consent of the Securityholders under
this Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

     (5) Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Trustee
shall give notice thereof (a) if any Registered Securities of a series affected
thereby are then Outstanding to the Holders thereof, by mailing a notice thereof
by first-class mail to such Holders at their addresses as they shall appear on
the Security register, (b) if any Unregistered Securities of a series affected
thereby are then Outstanding, to the Holders thereof who have filed their names
and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust
Indenture Act of 1939, by mailing a notice thereof by first-class mail to such
Holders at such addresses as were so furnished to the Trustee and (c) if any
Unregistered Securities of a series affected thereby are then Outstanding, to
all Holders thereof, by publication of a notice thereof at least once in an
Authorized Newspaper in the Borough of Manhattan, The City of New York and at
least once in an Authorized Newspaper in London, and in each case such notice
shall set forth in general terms the substance of such supplemental indenture.
Any failure of the Issuer to give such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture.

     Section 8.3 Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and be deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Issuer and the Holders of Securities of
each series affected thereby shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and
all purposes.

     Section 8.4 Documents to Be Given to Trustee. The Trustee, subject to the
provisions of Sections 6.1 and 6.2, may receive an Officer's Certificate and an
Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant to this Article VIII complies with the applicable provisions
of this Indenture.

     Section 8.5 Notation on Securities in Respect of Supplemental Indentures.
Securities of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to the provisions of this Article may bear a
notation in form approved by the Trustee for such series as to any matter
provided for by such supplemental indenture or as to any action taken by
Securityholders. If the Issuer or the Trustee shall so determine, new Securities
of any


                                       46
<PAGE>

series so modified as to conform, in the opinion of the Trustee and the Board of
Directors, to any modification of this Indenture contained in any such
supplemental indenture may be prepared by the Issuer, authenticated by the
Trustee and delivered in exchange for the Securities of such series then
Outstanding.

     Section 8.6 Subordination Unimpaired. This Indenture may not be amended to
alter the subordination of any of the Outstanding Securities without the written
consent of each holder of Senior Indebtedness then outstanding that would be
adversely affected thereby.

     Section 8.7 Conformity with Trust Indenture Act of 1939. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act of 1939 as then in effect.

                                   ARTICLE IX
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

     Section 9.1 Issuer May Consolidate, Etc., Only on Certain Terms. The Issuer
shall not consolidate with or merge into another Person or sell other than for
cash or lease all or substantially all its assets to another Person, or purchase
all or substantially all the assets of another Person, unless:

     (1) either the Issuer is the continuing Person, or

     (2) the successor Person (if other than the Issuer) (i) is a corporation,
partnership or trust organized and validly existing under the laws of the United
States of America, any state thereof, the District of Columbia, the Cayman
Islands, Bermuda, United Kingdom, Ireland or Switzerland and (ii) expressly
assumes by supplemental indenture the obligations evidenced by the Securities
(in which case, except in the case of such a lease, the Issuer will be
discharged therefrom), and

     (3) immediately thereafter, the Issuer or the successor Person (if other
than the Issuer) would not be in default in the performance of any covenant or
condition contained herein.

     Section 9.2 Successor Substituted for the Issuer. Upon any consolidation of
the Issuer with, or merger of the Issuer into, any other Person or any
conveyance, transfer or lease of the properties and assets of the Issuer
substantially as an entirety in accordance with Section 9.1, the successor
Person formed by such consolidation or into which the Issuer is merged or to
which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Issuer under
this Indenture with the same effect as if such successor Person had been named
as the Issuer herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Securities.

     Section 9.3 Restrictions on Certain Dispositions. As long as any of the
Securities remain Outstanding, the Issuer will not, and will not permit any
Restricted Subsidiary to, issue, sell, assign, transfer or otherwise dispose of,
directly or indirectly, any of the Voting Stock of any Restricted Subsidiary,
unless:


                                       47
<PAGE>

     (1) the issuance, sale, assignment, transfer or other disposition is
required to comply with the order of a court or regulatory authority of
competent jurisdiction, other than an order issued at the request of the Issuer
or of one of its Restricted Subsidiaries;

     (2) the shares of Voting Shares issued, sold, assigned, transferred or
otherwise disposed of constitute directors' qualifying shares;

     (3) all of the Voting Shares of a Restricted Subsidiary then owned by the
Issuer or by its Restricted Subsidiaries is disposed of in a single transaction
or in a series of related transactions, for a consideration consisting of cash
or other property the fair market value of which (as determined in good faith by
the Board of Directors) is at least equal to the Fair Value of such Voting
Shares; or

     (4) after giving effect to the issuance sale, assignment, transfer or other
disposition, the Issuer and its Restricted Subsidiaries would own directly or
indirectly at least 70% of the issued and outstanding Voting Shares of such
Restricted Subsidiary and such issuance, sale, assignment, transfer or other
disposition is made for a consideration consisting of cash or other property
which is at least equal to the Fair Value of such Voting Shares.

                                   ARTICLE X
            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

     Section 10.1 Termination of Issuer's Obligations Under the Indenture. (1)
This Indenture shall upon an Issuer Order cease to be of further effect with
respect to Securities of or within any series and any coupons appertaining
thereto (except as to any surviving rights of registration of transfer or
exchange of such Securities and replacement of such Securities which may have
been lost, stolen, destroyed or mutilated as herein expressly provided for) and
the Trustee, at the expense of the Issuer, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to such
Securities and any Coupons appertaining thereto when

     (a) either

          (i) all such Securities previously authenticated and delivered and all
     Coupons appertaining thereto (other than (A) such Coupons appertaining to
     Unregistered Securities surrendered in exchange for Registered Securities
     and maturing after such exchange, surrender of which is not required or has
     been waived as provided in Section 2.8, (B) such Securities and coupons
     which have been destroyed, lost or stolen and which have been replaced or
     paid as provided in Section 2.9, (C) such Coupons appertaining to
     Unregistered Securities called for redemption and maturing after the date
     fixed for redemption thereof, surrender of which has been waived as
     provided in Section 12.3 and (D) such Securities and coupons for whose
     payment money has theretofore been deposited in trust or segregated and
     held in trust by the Issuer and thereafter repaid to the Issuer or
     discharged from such trust as provided in Section 3.3) have been delivered
     to the Trustee for cancellation; or

          (ii) all Securities of such series and, in the case of (X) or (Y)
     below, all Coupons appertaining thereto not theretofore delivered to the
     Trustee for cancellation (X)


                                       48
<PAGE>

     have become due and payable, or (Y) will become due and payable within one
     year, or (Z) if redeemable at the option of the Issuer, 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 Issuer, and the Issuer, in the case of (X), (Y)
     or (Z) above, has irrevocably deposited or caused to be deposited with the
     Trustee as trust funds in trust for the purpose an amount in the currency
     or currencies or currency unit or units in which the Securities of such
     series are payable, sufficient to pay and discharge the entire indebtedness
     on such Securities and such Coupons not theretofore delivered to the
     Trustee for cancellation, for principal, premium, if any, and interest,
     with respect thereto, to the date of such deposit (in the case of
     Securities which have become due and payable) or maturity date or
     redemption date, as the case may be;

     (b) the Issuer has paid or caused to be paid all other sums payable
hereunder by the Issuer; and

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

     (2) Notwithstanding the satisfaction and discharge of this Indenture, the
obligation of the Issuer to the Trustee and any predecessor Trustee under
Section 6.11, the obligations of the Issuer to any Authenticating Agent under
Section 6.14 and, if money shall have been deposited with the Trustee pursuant
to (1)(a)(ii) of this Section, the obligations of the Trustee under Section 10.2
and the last paragraph of Section 3.3 shall survive.

     Section 10.2 Application of Trust Funds. Subject to the revisions of the
last paragraph of Section 3.3, all money deposited with the Trustee pursuant to
Section 10.1 shall be held in trust and applied by it, in accordance with the
provisions of the Securities, the Coupons and this Indenture, to the payment,
either directly or through any paying agent (including the Issuer acting as its
own paying agent) as the Trustee may determine, to the Persons entitled thereto
of the principal, premium, if any and any interest for whose payment such money
has been deposited with or received by the Trustee, but such money need not be
segregated from other funds except to the extent required by law.

     Section 10.3 Applicability of Defeasance Provisions; Issuer's Option to
Effect Defeasance or Covenant Defeasance. If pursuant to Section 2.3 provision
is made for either or both of (1) defeasance of the Securities of or within a
series under Section 10.4 or (2) covenant defeasance of the Securities of or
within a series under Section 10.5, then the provisions of such Section or
Sections, as the case may be, together with the provisions of Sections 10.6
through 10.10 inclusive, with such modifications thereto as may be specified
pursuant to Section 2.3 with respect to any Securities, shall be applicable to
such Securities and any Coupons appertaining thereto, and the Issuer may at its
option by or pursuant to Board Resolution, at any time, with respect to such
Securities and any Coupons appertaining thereto, elect to have Section 10.4 (if
applicable) or Section 10.5 (if applicable) be applied to such Outstanding
Securities and any Coupons appertaining thereto upon compliance with the
conditions set forth below in this Article.


                                       49
<PAGE>

     Section 10.4 Defeasance and Discharge. Upon the Issuer's exercise of the
option specified in Section 10.3 applicable to this Section with respect to the
Securities of or within a series, the Issuer shall be deemed to have been
discharged from its obligations with respect to such Securities and any Coupons
appertaining thereto on and after the date the conditions set forth in Section
10.6 are satisfied (hereinafter "defeasance"). For this purpose, such defeasance
means that the Issuer shall be deemed to have paid and discharged the entire
indebtedness represented by such Securities and any Coupons appertaining thereto
which shall thereafter be deemed to be "Outstanding" only for the purposes of
Section 10.7, clause (i) of this Section and the other Sections of this
Indenture referred to in clause (2) of this Section, and to have satisfied all
its other obligations under such Securities and any Coupons appertaining thereto
and this Indenture insofar as such Securities and any Coupons appertaining
thereto are concerned (and the Trustee, at the expense of the Issuer, shall on
an Issuer Order execute proper instruments acknowledging the same), except the
following which shall survive until otherwise terminated or discharged
hereunder: (1) the rights of Holders of such Securities and any Coupons
appertaining thereto to receive, solely from the trust funds described in
Section 10.6(1) and as more fully set forth in such Section, payments in respect
of the principal of, premium, if any, and interest, if any, on such Securities
or any Coupons appertaining thereto when such payments are due; (2) the Issuer's
obligations with respect to such Securities under Sections 2.8, 2.9, 3.2 and 3.3
and with respect to the payment of additional amounts, if any, payable with
respect to such Securities as specified pursuant to Section 2.3; (3) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and (4) this
Article X. Subject to compliance with this Article X, the Issuer may exercise
its option under this Section notwithstanding the prior exercise of its option
under Section 10.5 with respect to such Securities and any coupons appertaining
thereto. Following a defeasance, payment of such Securities may not be
accelerated because of an Event of Default.

     Section 10.5 Covenant Defeasance. Upon the Issuer's exercise of the option
specified in Section 10.3 applicable to this Section with respect to any
Securities of or within a series, the Issuer shall be released from its
obligations under Section 9.1 and 3.5 and, if specified pursuant to Section 2.3,
its obligations under any other covenant with respect to such Securities and any
Coupons appertaining thereto on and after the date the conditions set forth in
Section 10.6 are satisfied (hereinafter, "covenant defeasance"), and such
Securities and any Coupons appertaining thereto shall thereafter be deemed to be
not "Outstanding" for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in
connection with Sections 9.1 and 3.5 or such other covenant, but shall continue
to be deemed "Outstanding" for all other purposes hereunder. For this purpose,
such covenant defeasance means that, with respect to such Securities and any
Coupons appertaining thereto, the Issuer may omit to comply with and shall have
no liability in respect of any term, condition or limitation set forth in any
such Section or such other covenant, whether directly or indirectly, by reason
of any reference elsewhere herein to any such Section or such other covenant or
by reason of reference in any such Section or such other covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a default or an Event of Default under Section 5.1(1) or (8) or
otherwise, as the case may be, but, except as specified above, the remainder of
this Indenture and such Securities and any Coupons appertaining thereto shall be
unaffected thereby.


                                       50
<PAGE>

     Section 10.6 Conditions to Defeasance or Covenant Defeasance. The following
shall be the conditions to application of Section 10.4 or Section 10.5 to any
Securities of or within a series and any Coupons appertaining thereto:

     (1) The Issuer shall have deposited or caused to be deposited irrevocably
with the Trustee (or another Trustee satisfying the requirements of Section 6.9
who shall agree to comply with, and shall be entitled to the benefits of, the
provisions of Sections 10.3 through 10.10 inclusive and the last paragraph of
Section 3.3 applicable to the Trustee, for purposes of such Sections also a
"Trustee") as trust funds in trust for the purpose of making the payments
referred to in clauses (X) and (Y) of this Section 10.6(1), specifically pledged
as security for, and dedicated solely to, the benefit of the Holders of such
Securities and any Coupons appertaining thereto, with instructions to the
Trustee as to the application thereof, (a) money in an amount (in such currency,
currencies or currency unit or units in which such Securities and any Coupons
appertaining thereto are then specified as payable at maturity), or (b) if
Securities of such Series are not subject to repayment at the option of Holders,
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 (X) or (Y) of
this Section 10.6(1), money in an amount or (c) a combination thereof in an
amount 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, and which shall be applied by
the Trustee to pay and discharge, (X) the principal of, premium, if any, and
interest, if any, on Securities and any Coupons appertaining thereto on the
maturity of such principal or installment of principal or interest and (Y) any
mandatory sinking fund payments applicable to such Securities on the day on
which such payments are due and payable in accordance with the terms of this
Indenture and such Securities and any Coupons appertaining thereto. Before such
a deposit the Issuer may make arrangements satisfactory to the Trustee for the
redemption of Securities at a future date or dates in accordance with Article
XII which shall be given effect in applying the foregoing.

     (2) Such defeasance or covenant defeasance shall not result in a breach or
violation of, or constitute a default or Event of Default under, this Indenture
or result in a breach or violation of, or constitute a default under, any other
material agreement or instrument to which the Issuer is a party or by which it
is bound.

     (3) In the case of an election under Section 10.4, the Issuer shall have
delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to
the effect that (a) the Issuer has received from, or there has been published
by, the Internal Revenue Service a ruling, or (b) since the date of execution of
this Indenture, there has been a change in the applicable Federal income tax
law, in either case to the effect that, and based thereon such opinion shall
confirm that, the Holders of such Securities and any Coupons appertaining
thereto will not recognize income, gain or loss for Federal income tax purposes
as a result of such defeasance 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.

     (4) In the case of an election under Section 10.5, the Issuer shall have
delivered to the Trustee an Opinion of Counsel to the effect that the Holders of
such Securities and any Coupons appertaining thereto will not recognize income,
gain or loss for Federal income tax purposes as a


                                       51
<PAGE>

result of such covenant defeasance and will be subject to Federal income tax on
the same amounts, in the same manner and at the same times as would have been
the case if such covenant defeasance had not occurred.

     (5) The Issuer shall have delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that all conditions precedent to the
defeasance under Section 10.4 or the covenant defeasance under Section 10.5 (as
the case may be), including those contained in this Section 10.6 other than the
90 day period specified in Section 10.6(7), have been complied with.

     (6) This Issuer shall have delivered to the Trustee an Officer's
Certificate to the effect that neither such Securities nor any other Securities
of the same series, if then listed on any securities exchange, will be delisted
as a result of such deposit.

     (7) No event which is, or after notice or lapse of time or both would
become, an Event of Default with respect to such Securities or any other
Securities shall have occurred and be continuing at the time of such deposit or,
with regard to any such event specified in Sections 5.1(5) and (6), at any time
on or prior to the 90th day after the date of such deposit (it being understood
that this condition shall not be deemed satisfied until after such 90th day).

     (8) Such defeasance or covenant defeasance shall not result in the trust
arising from such deposit constituting an investment company within the meaning
of the Investment Company Act of 1940 unless such trust shall be registered
under such Act or exempt from registration thereunder.

     (9) Such defeasance or covenant defeasance shall be effected in compliance
with any additional or substitute terms, conditions or limitations which may be
imposed on the Issuer in connection therewith as contemplated by Section 2.3.

     Section 10.7 Deposited Money and U.S. Government Obligations to be Held in
Trust. Subject to the provisions of the last paragraph of Section 3.3, all money
and U.S. Government Obligations (or other property as may be provided pursuant
to Section 2.3) (including the proceeds thereof) deposited with the Trustee
pursuant to Section 10.6 in respect of any Securities of any series and any
Coupons appertaining thereto shall be held in trust and applied by the Trustee,
in accordance with the provisions of such Securities and any Coupons
appertaining thereto and this Indenture, to the payment, either directly or
through any paying agent (including the Issuer acting as its own paying agent)
as the Trustee may determine, to the Holders of such Securities and any Coupons
appertaining thereto of all sums due and to become due thereon in respect of
principal, premium, if any, and interest, if any, but such money need not be
segregated from other funds except to the extent required by law.

     Section 10.8 Repayment to Issuer. The Trustee (any paying agent) shall
promptly pay to the Issuer upon Issuer Order any excess money or securities held
by them at any time.

     Section 10.9 Indemnity For U.S. Government Obligations. The Issuer 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
this Article or the principal and interest and any other amount received on such
U.S. Government Obligations.


                                       52
<PAGE>

     Section 10.10 Reimbursement. If the Trustee or the paying agent is unable
to apply any money in accordance with this Article with respect to any
Securities by reason of any order or judgment of any court or government
authority enjoining, restraining or otherwise prohibiting such application, then
the obligations under this Indenture and such Securities from which the Issuer
has been discharged or released pursuant to Section 10.4 or 10.5 shall be
revived and reinstated as though no deposit had occurred pursuant to this
Article with respect to such Securities, until such time as the Trustee or
paying agent is permitted to apply all money held in trust pursuant to Section
10.7 with respect to such Securities in accordance with this Article; provided,
however, that if the Issuer makes any payment of principal of or any premium or
interest on any such Security following such reinstatement of its obligations,
the Issuer shall be subrogated to the rights (if any) of the Holders of such
Securities to receive such payment from the money so held in trust.

                                   ARTICLE XI
                            MISCELLANEOUS PROVISIONS

     Section 11.1 Incorporators, Shareholders, Officers and Directors of Issuer
Exempt from Individual Liability. No recourse under or upon any obligation,
covenant or agreement contained in this Indenture, or in any Security, or
because of any indebtedness evidenced thereby, shall be had against any
incorporator, as such or against any past, present or future stockholder,
officer or director, as such, of the Issuer or of any successor, either directly
or through the Issuer or any successor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any legal
or equitable proceeding or otherwise, all such liability being expressly waived
and released by the acceptance of the Securities and the Coupons appertaining
thereto by the Holders thereof and as part of the consideration for the issue of
the Securities and the Coupons appertaining thereto.

     Section 11.2 Provisions of Indenture for the Sole Benefit of Parties and
Holders of Securities and Coupons. Nothing in this Indenture, in the Securities
or in the Coupons appertaining thereto, expressed or implied, shall give or be
construed to give to any person, firm or corporation, other than the parties
hereto and their successors and the holders of Senior Indebtedness and the
Holders of the Securities or Coupons, if any, any legal or equitable right,
remedy or claim under this Indenture or under any covenant or provision herein
contained, all such covenants and provisions being for the sole benefit of the
parties hereto and their successors, the holders of the Senior Indebtedness and
the Holders of the Securities or Coupons, if any.

     Section 11.3 Successors and Assigns of Issuer Bound by Indenture. All the
covenants, stipulations, promises and agreements in this Indenture contained by
or in behalf of the Issuer shall bind its successors and assigns, whether so
expressed or not.

     Section 11.4 Notices and Demands on Issuer, Trustee and Holders of
Securities and Coupons. Any notice or demand which by any provision of this
Indenture is required or permitted to be given or served by the Trustee or by
the Holders of Securities or Coupons to or on the Issuer shall be in writing and
may be given or served by being deposited postage prepaid, first-class mail
(except as otherwise specifically provided herein) addressed (until another
address of the Issuer is filed by the Issuer with the Trustee) to Scottish
Annuity & Life Holdings,


                                       53
<PAGE>

Ltd., P.O. Box 2939, Crown House, Third Floor, 4 Par-la-Vile Road, Hamilton HM
MX, Bermuda. Any notice, direction, request or demand by the Issuer or any
Holder of Securities or Coupons to or upon the Trustee shall be in writing
(which may be by facsimile) and shall be deemed to have been sufficiently given
or served by being deposited postage prepaid, first-class mail (except as
otherwise specifically provided herein) addressed (until another address of the
Trustee is filed by the Trustee with the Issuer) to The Bank of New York, 101
Barclay Street, New York, New York 10286, Attention: Global Finance Unit.

     Where this Indenture provides for notice to Holders of Registered
Securities, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each Holder entitled thereto, at his or her last address as it appears in the
Security register. In any case where notice to such 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 or irregularities in regular mail
service, it shall be impracticable to mail notice to the Issuer when such notice
is required to be given pursuant to any provision of this Indenture, then any
manner of giving such notice as shall be reasonably satisfactory to the Trustee
shall be deemed to be a sufficient giving of such notice.

     Section 11.5 Officer's Certificates and Opinions of Counsel; Statements to
Be Contained Therein. Upon any application or demand by the Issuer to the
Trustee to take any action under any of the provisions of this Indenture, the
Issuer shall furnish to the Trustee an Officer's Certificate stating that all
conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

     Each certificate or opinion provided for in this Indenture and delivered to
the Trustee with respect to compliance with a condition or covenant provided for
in this Indenture shall include (1) a statement that the person making such
certificate or opinion has read such covenant or condition, (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based, (3) a statement that, in the opinion of such person, he or she has made
such examination or investigation as is necessary to enable him or her to
express an informed opinion as to whether or not such covenant or condition has
been complied with and (4) a statement as to whether or not, in the opinion of
such person, such condition or covenant has been complied with.

     Any certificate, statement or opinion of an officer of the Issuer may be
based, insofar as it relates to legal matters, upon a certificate or opinion of
or representations by counsel, unless such officer knows that the certificate or
opinion or representations with respect to the matters upon


                                       54
<PAGE>

which his or her certificate, statement or opinion may be based as aforesaid are
erroneous, or in the exercise of reasonable care should know that the same are
erroneous. Any certificate, statement or opinion of counsel may be based,
insofar as it relates to factual matters, information with respect to which is
in the possession of the Issuer, upon the certificate, statement or opinion of
or representations by an officer or officers of the Issuer, unless such counsel
actually knows that the certificate, statement or opinion or representations
with respect to the matters upon which his or her certificate, statement or
opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.

     Any certificate, statement or opinion of an officer of the Issuer or of
counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Issuer, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his or her certificate, statement
or opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.

     Any certificate or opinion of any independent firm of public accountants
filed with and directed to the Trustee shall contain a statement that such firm
is independent.

     Section 11.6 Payments Due on Saturdays, Sundays and Holidays. If the date
of maturity of interest on or principal of the Securities of any series or any
Coupons appertaining thereto or the date fixed for redemption or repayment of
any such Security or Coupon shall not be a Business Day, then payment of
interest or principal need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the date of
maturity or the date fixed for redemption, and no interest shall accrue for the
period after such date.

     Section 11.7 Conflict of Any Provision of Indenture with Trust Indenture
Act of 1939. If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with the duties imposed by, or with another provision (an
"incorporated provision") included in this Indenture by operation of, Sections
310 to 318, inclusive, of the Trust Indenture Act of 1939, such imposed duties
or incorporated provision shall control.

     Section 11.8 New York Law to Govern. This Indenture and each Security and
Coupon shall be deemed to be a contract under the laws of the State of New York
(without regard to the conflicts of law provisions of such State), and for all
purposes shall be construed in accordance with the laws of such State (without
regard to the conflicts of law provisions of such State), except as may
otherwise be required by mandatory provisions of law.

     Section 11.9 Counterparts. This Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

     Section 11.10 Effect of Headings. The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the
construction hereof.


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<PAGE>

     Section 11.11 Securities in a Foreign Currency. Unless otherwise specified
in an Officer's Certificate delivered pursuant to Section 2.3 of this Indenture
with respect to a particular series of Securities, whenever for purposes of this
Indenture any action may be taken by the Holders of a specified percentage in
aggregate principal amount of Securities of all series or all series affected by
a particular action at the time Outstanding and, at such time, there are
Outstanding Securities of any series which are denominated in a coin or currency
other than Dollars (including Euros), then the principal amount of Securities of
such series which shall be deemed to be Outstanding for the purpose of taking
such action shall be that amount of Dollars that could be obtained for such
amount at the Market Exchange Rate. For purposes of this Section 11.11, Market
Exchange Rate shall mean the noon Dollar buying rate in New York City for cable
transfers of that currency as published by the Federal Reserve Bank of New York.
If such Market Exchange Rate is not available for any reason with respect to
such currency, the Trustee shall use, in its sole discretion and without
liability on its part, such quotation of the Federal Reserve Bank of New York as
of the most recent available date, or quotations or such other quotations as the
Trustee shall deem appropriate. The provisions of this paragraph shall apply in
determining the equivalent principal amount in respect of Securities of a series
denominated in a currency other than Dollars in connection with any action taken
by Holders of Securities pursuant to the terms of this Indenture.

     All decisions and determinations of the Trustee regarding the Market
Exchange Rate or any alternative determination provided for in the preceding
paragraph shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
irrevocably binding upon the Issuer and all Holders.

     Section 11.12 Judgment Currency. The Issuer agrees, to the fullest extent
that it may effectively do so under applicable law, that (1) if for the purpose
of obtaining judgment in any court it is necessary to convert the sum due in
respect of the principal of or interest on the Securities of any series (the
"Required Currency") into a currency in which a judgment will be rendered (the
"Judgment Currency"), the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The City
of New York the Required Currency with the Judgment Currency on the day on which
final unappealable judgment is entered, unless such day is not a Business Day,
then, to the extent permitted by applicable law, the rate of exchange used shall
be the rate at which in accordance with normal banking procedures the Trustee
could purchase in The City of New York the Required Currency with the Judgment
Currency on the Business Day preceding the day on which final unappealable
judgment is entered and (2) its obligations under this Indenture to make
payments in the Required Currency (a) shall not be discharged or satisfied by
any tender, or any recovery pursuant to any judgment (whether or not entered in
accordance with subsection (1)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the
actual receipt, by the payee, of the full amount of the Required Currency
expressed to be payable in respect of such payments, (b) shall be enforceable as
an alternative or additional cause of action for the purpose of recovering in
the Required Currency the amount, if any, by which such actual receipt shall
fall short of the full amount of the Required Currency so expressed to be
payable and (c) shall not be affected by judgment being obtained for any other
sum due under this Indenture.


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<PAGE>

     Section 11.13 Separability Clause. If any provision of this Indenture or of
the Securities, or the application of any such provision to any Person or
circumstance, shall be held to be invalid, illegal or unenforceable, the
remainder of this Indenture or of the Securities, or the application of such
provision to Persons or circumstances other than those as to whom or which it is
invalid, illegal or unenforceable, shall not in any way be affected or impaired
thereby.

     Section 11.14 Waiver of Jury Trial. EACH OF THE ISSUER 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 SECURITIES OR THE TRANSACTION CONTEMPLATED
HEREBY.

     Section 11.15 Immunity. To the extent that the Issuer 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, the Issuer hereby irrevocably waives such immunity in respect of its
obligations under this Agreement and, without limiting the generality of the
foregoing, agrees that the waivers set forth in this Section 11.15 shall have
the fullest scope permitted under the Foreign Sovereign Immunities Act of 1976
of the United States (the "Act") and are intended to be irrevocable for purposes
of such Act.

                                  ARTICLE XII
                   REDEMPTION OF SECURITIES AND SINKING FUNDS

     Section 12.1 Applicability of Article. The provisions of this Article shall
be applicable to the Securities of any series which are redeemable before their
maturity or to any sinking fund for the retirement of Securities of a series
except as otherwise specified as contemplated by Section 2.3 for Securities of
such series.

     Section 12.2 Notice of Redemption; Partial Redemptions. Notice of
redemption to the Holders of Registered Securities of any series to be redeemed
as a whole or in part at the option of the Issuer shall be given by mailing
notice of such redemption by first class mail, postage prepaid, at least 30 days
and not more than 60 days prior to the date fixed for redemption to such Holders
of Securities of such series at their last addresses as they shall appear upon
the Security register. Notice of redemption to the Holders of Unregistered
Securities to be redeemed as a whole or in part, who have filed their names and
addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture
Act of 1939 shall be given by mailing notice of such redemption, by first class
mail, postage prepaid, at least 30 days and not more than 60 prior to the date
fixed for redemption, to such Holders at such addresses as were so furnished to
the Trustee (and, in the case of any such notice given by the Issuer, the
Trustee shall make such information available to the Issuer for such purpose).
Notice of redemption to all Holders of Unregistered Securities shall be
published in an Authorized Newspaper in the Borough of Manhattan, The City of
New York and in an Authorized Newspaper in London, in each case, once in each of
three successive calendar weeks, the first publication to be not less than 30
nor more than 60 days prior to the date fixed for redemption. Any notice which
is mailed in the manner herein provided shall be conclusively presumed to have
been duly given, whether or not the Holder receives the notice. Failure to give
notice by mail, or any defect in the notice to the


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<PAGE>

Holder of any Security of a series designated for redemption as a whole or in
part shall not affect the validity of the proceedings for the redemption of any
other Security of such series.

     The notice of redemption to each such Holder shall specify, the principal
amount of each Security of such series held by such Holder to be redeemed, the
date fixed for redemption, the redemption price, the place or places of payment,
that payment will be made upon presentation and surrender of such Securities
and, in the case of Securities with Coupons attached thereto, of all Coupons
appertaining thereto maturing after the date fixed for redemption, that such
redemption is pursuant to the mandatory or optional sinking fund, or both, if
such be the case, that interest accrued to the date fixed for redemption will be
paid as specified in such notice, the CUSIP number (if any) and that on and
after said date interest thereon or on the portions thereof to be redeemed will
cease to accrue. In case any Security of a series is to be redeemed in part only
the notice of redemption shall state the portion of the principal amount thereof
to be redeemed and shall state that on and after the date fixed for redemption,
upon surrender of such Security, a new Security or Securities of such series in
principal amount equal to the unredeemed portion thereof will be issued.

     The notice of redemption of Securities of any series to be redeemed at the
option of the Issuer shall be given by the Issuer or, at the Issuer's written
request delivered at least 5 days prior to the date such notice is to be given
(unless a shorter period shall be acceptable to the Trustee), by the Trustee in
the name and at the expense of the Issuer.

     On or before the redemption date specified in the notice of redemption
given as provided in this Section, the Issuer will deposit with the Trustee or
with one or more paying agents (or, if the Issuer is acting as its own paying
agent, set aside, segregate and hold in trust as provided in Section 3.3) an
amount of money sufficient to redeem on the redemption date all the Securities
of such series so called for redemption at the appropriate redemption price,
together with accrued interest to the date fixed for redemption. The Issuer will
deliver to the Trustee at least 70 days prior to the date fixed for redemption
an Officer's Certificate stating the aggregate principal amount of Securities to
be redeemed. In case of a redemption at the election of the Issuer prior to the
expiration of any restriction on such redemption, the Issuer shall deliver to
the Trustee, prior to the giving of any notice of redemption to Holders pursuant
to this Section, an Officer's Certificate stating that such restriction has been
complied with.

     If less than all the Securities of a series are to be redeemed, the Trustee
shall select, in such manner as it shall deem appropriate and fair, Securities
of such Series to be redeemed in whole or in part. Securities may be redeemed in
part in multiples equal to the minimum authorized denomination for Securities of
such series or any multiple thereof. The Trustee shall promptly notify the
Issuer in writing of the Securities of such series selected for redemption and,
in the case of any Securities of such series 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 of any series shall relate, in the case of any Security redeemed
or to be redeemed only in part, to the portion of the principal amount of such
Security which has been or is to be redeemed.

     Section 12.3 Payment of Securities Called for Redemption. If notice of
redemption has been given as above provided, the Securities or portions of
Securities specified in such notice


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<PAGE>

shall become due and payable on the date and at the place stated in such notice
at the applicable redemption price, together with interest accrued to the date
fixed for redemption, and on and after said date (unless the Issuer shall
default in the payment of such Securities at the redemption price, together with
interest accrued to said date) interest on the Securities or portions of
Securities so called for redemption shall cease to accrue, and the unmatured
Coupons, if any, appertaining thereto shall be void, and, except as provided in
Section 6.5, such Securities shall cease from and after the date fixed for
redemption to be entitled to any benefit or security under this Indenture, and
the Holders thereof shall have no right in respect of such Securities except the
right to receive the redemption price thereof and unpaid interest to the date
fixed for redemption. On presentation and surrender of such Securities at a
place of payment specified in said notice, together with all Coupons, if any,
appertaining thereto maturing after the date fixed for redemption, said
Securities or the specified portions thereof shall be paid and redeemed by the
Issuer at the applicable redemption price, together with interest accrued
thereon to the date fixed for redemption; provided that payment of interest
becoming due on or prior to the date fixed for redemption shall be payable in
the case of Securities with Coupons attached thereto, to the Holders of the
Coupons for such interest upon surrender thereof, and in the case of Registered
Securities, to the Holders of such Registered Securities registered as such on
the relevant record date subject to the terms and provisions of Sections 2.3 and
2.7 hereof.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal shall, until paid or duly provided for,
bear interest from the date fixed for redemption at the rate of interest or
Yield to Maturity (in the case of an Original Issue Discount Security) borne by
such Security.

     If any Security with Coupons attached thereto is surrendered for redemption
and is not accompanied by all appurtenant Coupons maturing after the date fixed
for redemption such Security may be redeemed after deducting from the redemption
price any amount equal to the face amount of all such missing Coupons, or the
surrender of such missing Coupon or Coupons may be waived by the Issuer and the
Trustee if there be furnished to them such security or indemnity as they may
reasonably require to save each of them and any paying agent harmless. If
thereafter the Holder of such Security shall surrender to the Trustee or any
paying agent any such missing Coupon in respect of which a deduction shall have
been made from the redemption price, such Holder shall be entitled to receive
the amount so deducted; provided, however, that interest represented by Coupons
shall be payable as provided in Section 2.9 and, unless otherwise specified as
contemplated by Section 2.3, only upon presentation and surrender of those
Coupons.

     Upon presentation of any Security redeemed in part only, the Issuer shall
execute and the Trustee shall authenticate and deliver to or on the order of the
Holder thereof, at the expense of the Issuer, a new Security or Securities of
such series, of authorized denominations, in principal amount equal to the
unredeemed portion of the Security so presented.

     Section 12.4 Exclusion of Certain Securities from Eligibility for Selection
for Redemption. Securities shall be excluded from eligibility for selection for
redemption if they are identified by registration and certificate number in an
Officer's Certificate delivered to the Trustee at least 40 days prior to the
last date on which notice of redemption may be given as being owned of record
and beneficially by, and not pledged or hypothecated by either (a) the


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<PAGE>

Issuer or (b) an entity specifically identified in such written statement as
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Issuer.

     Section 12.5 Mandatory and Optional Sinking Funds. (1) The minimum amount
of any sinking fund payment provided for by the terms of the 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 the
Securities of any series is herein referred to as an "optional sinking fund
payment". The date on which a sinking fund payment is to be made is herein
referred to as the "sinking fund payment date".

     (2) In lieu of making all or any part of any mandatory sinking fund payment
with respect to any series of Securities in cash, the Issuer may at its option
(a) deliver to the Trustee Securities of such series theretofore purchased or
otherwise acquired (except upon redemption pursuant to the mandatory sinking
fund) by the Issuer or receive credit for Securities of such series (not
previously so credited) theretofore purchased or otherwise acquired (except as
aforesaid) by the Issuer and delivered to the Trustee for cancellation pursuant
to Section 2.10, (b) receive credit for optional sinking fund payments (not
previously so credited) made pursuant to this Section, or (c) receive credit for
Securities of such series (not previously so credited) redeemed by the Issuer
through any optional redemption provision contained in the terms of such series.
Securities so delivered or credited shall be received or credited by the Trustee
at the sinking fund redemption price specified in such Securities.

     (3) On or before the 60th day next preceding each sinking fund payment date
for any series, the Issuer will deliver to the Trustee an Officer's Certificate
(which need not contain the statements required by Section 11.5) (a) specifying
the portion of the mandatory sinking fund payment to be satisfied by payment of
cash and the portion to be satisfied by credit of Securities of such series and
the basis for such credit, (b) stating that none of the Securities of such
series has theretofore been so credited, (c) stating that no defaults in the
payment of interest or Events of Default with respect to such series have
occurred (which have not been waived or cured) and are continuing and (d)
stating whether or not the Issuer intends to exercise its right to make an
optional sinking fund payment with respect to such series and, if so, specifying
the amount of such optional sinking fund payment which the Issuer intends to pay
on or before the next succeeding sinking fund payment date. Any Securities of
such series to be credited and required to be delivered to the Trustee in order
for the Issuer to be entitled to credit therefor as aforesaid which have not
theretofore been delivered to the Trustee shall be delivered for cancellation
pursuant to Section 2.10 to the Trustee with such Officer's Certificate (or
reasonably promptly thereafter if acceptable to the Trustee). Such Officer's
Certificate shall be irrevocable and upon its receipt by the Trustee the Issuer
shall become unconditionally obligated to make all the cash payments or payments
therein referred to, if any, on or before the next succeeding sinking fund
payment date. Failure of the Issuer, on or before any such 60th day, to deliver
such Officer's Certificate and Securities specified in this paragraph, if any,
shall not constitute a default but shall constitute, on and as of such date, the
irrevocable election of the Issuer (i) 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 (ii) that the Issuer will make no optional sinking
fund payment with respect to such series as provided in this Section.


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<PAGE>

     (4) If the sinking fund payment or payments (mandatory or optional or both)
to be made in cash on the next succeeding sinking fund payment date plus any
unused balance of any preceding sinking fund payments made in cash shall exceed
$50,000 (or the equivalent thereof in any Foreign Currency) or a lesser sum in
Dollars (or the equivalent thereof in any Foreign Currency) if the Issuer shall
so request with respect to the Securities of any particular series, such cash
shall be applied on the next succeeding sinking fund payment date to the
redemption of Securities of such series at the sinking fund redemption price
together with accrued interest to the date fixed for redemption. If such amount
shall be $50,000 (or the equivalent thereof in any Foreign Currency) or less and
the Issuer makes no such request then it shall be carried over until a sum in
excess of $50,000 (or the equivalent thereof in any Foreign Currency) is
available. The Trustee shall select, in the manner provided in Section 12.2, for
redemption on such sinking fund payment date a sufficient principal amount of
Securities of such series to absorb said cash, as nearly as may be, and shall
(if requested in writing by the Issuer) inform the Issuer of the serial numbers
of the Securities of such series (or portions thereof) so selected. Securities
shall be excluded from eligibility for redemption under this Section if they are
identified by registration and certificate number in an Officer's Certificate
delivered to the Trustee at least 60 days prior to the sinking fund payment date
as being owned of record and beneficially by, and not pledged or hypothecated by
either (a) the Issuer or (b) an entity specifically identified in such Officer's
Certificate as directly or indirectly controlling or controlled by or under
direct or indirect common control with the Issuer. The Trustee, in the name and
at the expense of the Issuer (or the Issuer, if it shall so request the Trustee
in writing) shall cause notice of redemption of the Securities of such series to
be given in substantially the manner provided in Section 12.2 (and with the
effect provided in Section 12.3) for the redemption of Securities of such series
in part at the option of the Issuer. The amount of any sinking fund payments not
so applied or allocated to the redemption of Securities of such series shall be
added to the next cash sinking fund payment for such series and, together with
such payment, shall be applied in accordance with the provisions of this
Section. Any and all sinking fund moneys held on the stated maturity date of the
Securities of any particular series (or earlier, if such maturity is
accelerated), which are not held for the payment or redemption of particular
Securities of such series shall be applied, together with other moneys, if
necessary, sufficient for the purpose, to the payment of the principal of, and
interest on, the Securities of such series at maturity.

     (5) On or before each sinking fund payment date, the Issuer shall pay to
the Trustee in cash or shall otherwise provide for the payment of all interest
accrued to the date fixed for redemption on Securities to be redeemed on the
next following sinking fund payment date.

     (6) The Trustee shall not redeem or cause to be redeemed any Securities of
a series with sinking fund moneys or give any notice of redemption of Securities
for 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
except that, where the giving 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 Issuer a sum
sufficient for such redemption. Except as aforesaid, any moneys in the sinking
fund for such series at the time when any such default or Event of Default shall
occur, and any moneys thereafter paid into the sinking fund, shall, during the
continuance of such default or Event of Default, be deemed to have been
collected under Article V and held for the payment of all such Securities. In
case such Event of Default shall have been waived as provided in Section 5.10 or
the default cured on or


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<PAGE>

before the sixtieth day preceding the sinking fund payment date in any year,
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.

                                  ARTICLE XIII
                                  SUBORDINATION

     Section 13.1 Agreement to Subordinate. The Issuer, for itself, its
successors and assigns, covenants and agrees, and each Holder of a Security or
Coupon, by its acceptance thereof, likewise covenants and agrees, that the
payment of the principal of and interest on, each and all of the Securities and
any Coupons is hereby expressly subordinated, to the extent and in the manner
hereinafter in this Article XIII set forth, in right of payment to the prior
payment in full of all Senior Indebtedness.

     Section 13.2 Rights of Senior Indebtedness in the Event of Insolvency,
Etc., of the Issuer.

     (1) In the event of any insolvency or bankruptcy proceedings, and any
receivership, liquidation, reorganization or other similar proceedings in
connection therewith, relative to the Issuer or to its creditors, as such, or to
its property, and in the event of any proceedings for voluntary liquidation,
dissolution or other winding up of the Issuer, whether or not involving
insolvency or bankruptcy, and in the event of any execution sale, then the
holders of Senior Indebtedness shall be entitled to receive payment in full of
principal thereof and interest due thereon (including, without limitation,
except to the extent, if any, prohibited by mandatory provisions of law,
post-petition interest in any such proceedings) in money or money's worth of all
Senior Indebtedness before the Holders are entitled to receive any payment on
account of the principal of or interest on the indebtedness evidenced by the
Securities or of the Coupons, and to that end the holders of Senior Indebtedness
shall be entitled to receive for application in payment thereof any payment or
distribution of any kind or character, whether in cash or property or
securities, which may be payable or deliverable in connection with any such
proceedings or sale in respect of the principal of or interest on the Securities
or Coupons other than securities of the Issuer as reorganized or readjusted or
securities of the Issuer or any other corporation provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at least to
the extent provided in this Article XIII with respect to the Securities or
Coupons, to the payment of all indebtedness of the nature of Senior
Indebtedness, provided that the rights of the holders of the Senior Indebtedness
are not altered by such reorganization or readjustment;

     (2) In the event and during the continuation of any default in payment of
any Senior Indebtedness or if any event of default, as therein defined, shall
exist under any Senior Indebtedness or any agreement pursuant to which any
Senior Indebtedness is issued, no payment of the principal of or interest on the
Securities or Coupons shall be made and the Issuer covenants that it will, upon
ascertaining any such default or event of default, provide written notice to the
Trustee of such default or event of default;

     (3) In the event that the Securities of any series are declared due and
payable before their expressed maturity because of the occurrence of an Event of
Default (under circumstances when the provisions of Subsection (1) of this
Section 13.2 shall not be applicable), the holders of


                                       62
<PAGE>

all Senior Indebtedness shall be entitled to receive payment in full in money or
money's worth of such Senior Indebtedness before such Holders are entitled to
receive any payment on account of the principal of or interest on the Securities
or Coupons; and

     (4) No holder of Senior Indebtedness shall be prejudiced in his or her
right to enforce subordination of the Securities or Coupons by any act or
failure to act on the part of the Issuer.

     Section 13.3 Payment Over of Proceeds Received on Securities. In the event
that, notwithstanding the provisions of Section 13.2, any payment or
distribution of assets of the Issuer of any kind or character, whether in cash,
property or securities (other than securities of the Issuer as reorganized or
readjusted or securities of the Issuer or any other corporation provided for by
a plan of reorganization or readjustment the payment of which is subordinate, at
least to the extent provided in this Article XIII with respect to the Securities
or Coupons, to the payment of all indebtedness of the nature of Senior
Indebtedness, provided that the rights of the holders of the Senior Indebtedness
are not altered by such reorganization or readjustment) shall be received by the
Holders or by the Trustee for their benefit in connection with any proceedings
or sale referred to in Subsection (1) of Section 13.2 before all Senior
Indebtedness is paid in full in money or money's worth, such payment or
distribution shall be paid over to the holders of such Senior Indebtedness or
their representative or representatives or to the Trustee or Trustees under any
indenture under which any instruments evidencing any of such Senior Indebtedness
may have been issued, ratably according to the aggregate amounts remaining
unpaid on account of the Senior Indebtedness held or represented by each, for
application to the payment of all Senior Indebtedness remaining unpaid until all
such Senior Indebtedness shall have been paid in full in money or money's worth,
after giving effect to any concurrent payment or distribution to the holders of
such Senior Indebtedness.

     From and after the payment in full in money or money's worth of all Senior
Indebtedness, the Holders (together with the holders of any other indebtedness
of the Issuer which is subordinate in right of payment to the payment in full of
all Senior Indebtedness, which is not subordinate in right of payment to the
Securities or Coupons and which by its terms grants such right of subrogation to
the holder thereof) shall be subrogated to the rights of the holders of Senior
Indebtedness to receive payments or distributions of assets or securities of the
Issuer applicable to the Senior Indebtedness until the Securities and any
Coupons shall be paid in full, and, for the purposes of such subrogation, no
such payments or distributions to the holders of Senior Indebtedness of assets
or securities, which otherwise would have been payable or distributable to
Holders, shall, as between the Issuer, its creditors other than the holders of
Senior Indebtedness, and the Holders, be deemed to be a payment by the Issuer to
or on account of the Senior Indebtedness, it being understood that the
provisions of this Article XIII are and are intended solely for the purpose of
defining the relative rights of the Holders, on the one hand, and the holders of
the Senior Indebtedness, on the other hand, and nothing contained in this
Article XIII or elsewhere in this Indenture or in the Securities or Coupons is
intended to or shall impair as between the Issuer, its creditors other than the
holders of Senior Indebtedness, and the Holders, the obligation of the Issuer,
which is unconditional and absolute, to pay to the Holders the principal of and
interest on the Securities or Coupons as and when the same shall become due and
payable in accordance with their terms, or to affect the relative rights of the
Holders and creditors of the Issuer other than the holders of the Senior
Indebtedness, nor shall anything herein or therein prevent the Trustee or the
holder of any Security or Coupon from exercising all


                                       63
<PAGE>

remedies otherwise permitted by applicable law upon default under this Indenture
subject to the rights of the holders of Senior Indebtedness, under Section 13.2,
to receive cash, property or securities of the Issuer otherwise payable or
deliverable to the holders of the Securities or Coupons.

     Upon any distribution or payment in connection with any proceedings or sale
referred to in Subsection (1) of Section 13.2, the Trustee, subject as between
the Trustee and the Holders to the provisions of Sections 6.1 and 6.2 hereof,
shall be entitled to rely upon a certificate of the liquidating trustee or agent
or other Person making any distribution or payment to the Trustee for the
purpose of ascertaining the holders of Senior Indebtedness entitled to
participate in such payment or distribution, the amount of such Senior
Indebtedness or the amount payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article
XIII. In the event that the Trustee determines, in good faith, that further
evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Section 13.3, the Trustee may request such Person to furnish evidence to
the reasonable satisfaction of the Trustee as to the amount of Senior
Indebtedness held by such Person, as to the extent to which such Person is
entitled to participate in such payment or distribution, and as to other facts
pertinent to the rights of such Person under this Section 13.3, and if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

     The Trustee, however, shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness, and shall not be liable to any such holders if
it shall in good faith pay over or distribute to Holders or the Issuer or any
other Person moneys or assets to which any holders of Senior Indebtedness shall
be entitled by virtue of Article XIII of this Indenture or otherwise.

     Section 13.4 Payments to Holders. Nothing contained in this Article XIII or
elsewhere in this Indenture, or in any of the Securities or in any Coupon, shall
prevent at any time, (1) the Issuer from making payments at any time of
principal of or interest on the Securities or Coupons, except under the
conditions described in Section 13.2 or during the pendency of any proceedings
or sale therein referred to, provided, however, that payments of principal of or
interest on the Securities or Coupons shall only be made by the Issuer within
three business days of the due dates for such payments or (2) the application by
the Trustee of any moneys deposited with it hereunder to the payment of or on
account of the principal of or interest on the Securities or Coupons, if at the
time of such deposit the Trustee did not have written notice in accordance with
Section 13.6 of any event prohibiting the making of such deposit by the Issuer
or if in the event of redemption, the Trustee did not have such written notice
prior to the time that the notice of redemption pursuant to Section 12.2 was
given (which notice of redemption shall in no event be given more than 60 days
prior to the date fixed for redemption).

     Section 13.5 Holders of Securities Authorize Trustee to Effectuate
Subordination of Securities. Each Holder by his or her acceptance of a Security
or Coupon authorizes and directs the Trustee on his or her behalf to take such
action as may be necessary or appropriate to acknowledge or effectuate the
subordination as provided in this Article XIII and appoints the Trustee as
attorney-in-fact for any and all such purposes, including, in the event of any
dissolution, winding up, liquidation or reorganization of the Issuer (whether in
bankruptcy,


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insolvency or receivership proceedings or upon an assignment for the benefit of
creditors or otherwise) tending towards liquidation of the business and assets
of the Issuer, the immediate filing of a claim for the unpaid balance of such
Holder's Securities or Coupons in the form required in said proceedings and
cause said claim to be approved.

     Section 13.6 Notice to Trustee. Notwithstanding the provisions of this
Article XIII or any other provisions of this Indenture, the Trustee shall not be
charged with the knowledge of the existence of any facts which would prohibit
the making of any payment of moneys to the Trustee, unless and until the Trustee
shall have received written notice thereof from the Issuer or from the holder or
the representative of any class of Senior Indebtedness; provided, however, that
if at least two Business Days prior to the date upon which by the terms hereof
any such monies may become payable for any purpose (including, without
limitation, the payment of either the cash amount payable at maturity or
interest on any Security or Coupon), the Trustee shall not have received with
respect to such monies the notice provided for in this Section 13.6, then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such monies and to apply the same to
the purpose for which they were received, and shall not be affected by any
notice to the contrary, which may be received by it on or after such two
Business Days prior to such date.

     Section 13.7 Trustee May Hold Senior Indebtedness. Subject to the
provisions of Section 6.13, the Trustee shall be entitled to all the rights set
forth in this Article XIII with respect to any Senior Indebtedness which may at
any time be held by it, to the same extent as any other holder of Senior
Indebtedness.

     Section 13.8 Applicability of Article XIII to Paying Agents. In case at any
time any paying agent other than the Trustee shall be appointed by the Issuer
and be then acting hereunder, the term "Trustee" as used in this Article XIII in
such case (unless the context shall otherwise require) be construed as extending
to and including such paying agent within its meaning as fully for all intents
and purposes as if such paying agent were named in this Article XIII in place of
the Trustee.


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     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of _______, 2003.

                                            SCOTTISH ANNUITY &
                                            LIFE HOLDINGS, LTD.



                                            By:
                                               --------------------------------
                                               Title:




                                            THE BANK OF NEW YORK


                                            By:
                                               ---------------------------------
                                               Title: