Exhibit 4.1

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                     SCOTTISH ANNUITY & LIFE HOLDINGS, LTD.

                                    as Issuer







                                       AND


                              THE BANK OF NEW YORK

                                   as Trustee





                                     FORM OF


                                SENIOR INDENTURE










                           Dated as of ________, 2003


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<PAGE>

                             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:

<TABLE>
<CAPTION>
<S>                                                    <C>
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 3.11
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
</TABLE>

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

<PAGE>


<TABLE>
<CAPTION>
                                      TABLE OF CONTENTS

                                                                                        Page
<S>        <C>                                                                            <C>

ARTICLE I  DEFINITIONS.....................................................................1
   Section 1.1        Certain Terms Defined................................................1

ARTICLE II  SECURITIES.....................................................................6
   Section 2.1        Forms Generally......................................................6
   Section 2.2        Form of Trustee's Certificate of Authentication......................7
   Section 2.3        Amount Unlimited; Issuable in Series.................................7
   Section 2.4        Authentication and Delivery of Securities...........................10
   Section 2.5        Execution of Securities.............................................12
   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...........................................20
   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 ............................................................22
   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        Limitation on Liens.................................................23
   Section 3.10       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..............................................25

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
   Section 5.3        Application of Proceeds.............................................29
   Section 5.4        Suits for Enforcement...............................................30
</TABLE>

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<TABLE>
<CAPTION>
<S>        <C>                                                                            <C>
   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
   Section 8.6        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
</TABLE>

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<TABLE>
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<S>        <C>                                                                            <C>
 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............................................49
   Section 10.5       Covenant Defeasance.................................................50
   Section 10.6       Conditions to Defeasance or Covenant Defeasance.....................50
   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.......................................................52

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....................................55
   Section 11.12      Judgment Currency...................................................56
   Section 11.13      Separability Clause.................................................56
   Section 11.14      Waiver of Jury Trial................................................57
   Section 11.15      Immunity............................................................57

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................................59
</TABLE>

                                             iii
<PAGE>

               THIS INDENTURE, dated as of ________, 2003 between SCOTTISH
ANNUITY & LIFE HOLDINGS, LTD., a Caymans 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

                                       2
<PAGE>

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
Section 11.5.



                                       3
<PAGE>

with Section 314 of the Trust Indenture Act of 1939 and include the statements
provided for in

               "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.

                                       4
<PAGE>

               "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.

               "Permitted Liens" means liens for taxes or assessments or
governmental charges or levies not then due and delinquent or the validity of
which is being contested in good faith or which are less than $1,000,000 in
amount and liens created by or resulting from any litigation or legal proceeding
which is currently being contested in good faith by appropriate proceedings or
which involves claims of less than $1,000,000.

               "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.

               "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 Shares.

                                       5
<PAGE>

               "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 Shares" 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.

                                   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

                                       6
<PAGE>


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 Senior 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:

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

                                       7
<PAGE>

               The Securities may be issued in one or more series and each such
series shall rank equally and pari passu with all other unsecured and
unsubordinated debt of the Issuer. 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 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;

                                       8
<PAGE>

     (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;

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

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

                                       9
<PAGE>

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

     (21)     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;

     (22)     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;

     (23)     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

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

               All Securities of any one series 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 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:

                                       10
<PAGE>

               (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;

               (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

                                       11
<PAGE>

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 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

                                       12
<PAGE>

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 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

                                       13
<PAGE>

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.

               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

                                       14
<PAGE>

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 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.

                                       15
<PAGE>

               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
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

                                       16
<PAGE>

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, 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.

                                       17
<PAGE>

     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 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

                                       18
<PAGE>

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 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).

                                       19
<PAGE>

     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.

     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

                                       20
<PAGE>

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, 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.

                                       21
<PAGE>

               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.

     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.

                                       22
<PAGE>

     (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.

     Section 3.9     Limitation on Liens. The Issuer and its Subsidiaries may
not issue, assume, incur or guarantee any indebtedness for borrowed money
secured by a mortgage, pledge, lien or other encumbrance, directly or
indirectly, upon any shares of the Voting Shares of a Restricted Subsidiary
which shares are owned by the Issuer or its Subsidiaries without effectively
providing that the Securities (and if the Issuer so elects, any other
indebtedness of the Issuer ranking on a parity with the Securities) shall be
secured equally and ratably with, or prior to, any such secured indebtedness so
long as such indebtedness remains outstanding. This Section 3.9 shall not apply
to Permitted Liens or to any mortgage, pledge, lien or other encumbrance upon
any shares of Voting Shares of any corporation existing at the time such

                                       23
<PAGE>

corporation becomes a Restricted Subsidiary and any extensions, renewals or
replacements thereof.

     Section 3.10     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).

                                       24
<PAGE>

     Section 4.3     Reports by the Trustee. Any Trustee's report required under
Section 313 of the Trust Indenture Act of 1939 shall be transmitted to Holders
at the times and 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 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 the Trustee)
upon the overdue installments of interest at the same rate as the rate of
interest or

                                       29
<PAGE>

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 trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may

                                       30
<PAGE>

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 provisions of Section 6.1) the Trustee
shall have the right to decline to follow any such direction

                                       31
<PAGE>

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 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
withholding such notice if and so long as the board of directors, the executive
committee, or a trust committee of

                                       32
<PAGE>

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
makes no representation as to the validity or sufficiency of this Indenture or
of any Securities or Coupons. The Trustee or any Authenticating Agent 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.

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<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

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

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<PAGE>

     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 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.

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<PAGE>

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 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

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<PAGE>

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:

     (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

                                       41
<PAGE>

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 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

                                       42
<PAGE>

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 the percentage in aggregate principal amount
of the Securities of any or all series, as the case

                                       43
<PAGE>

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     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 Shares of any Restricted Subsidiary,
unless:

     (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;

                                       47
<PAGE>

     (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) 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,

                                       48
<PAGE>

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.

     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

                                       49
<PAGE>

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 (1) 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(4) 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.

     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

                                       50
<PAGE>

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 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

                                       51
<PAGE>

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.

     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

                                       52
<PAGE>

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 shareholder,
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 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 and of 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, Ltd., Crown House, Third Floor, 4 Par-la-Vile Road,
Hamilton HM08, 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) 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

                                       53
<PAGE>

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 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,

                                       54
<PAGE>

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.

     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

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<PAGE>

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 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.

     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.

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<PAGE>

     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 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

                                       57
<PAGE>

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 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

                                       58
<PAGE>

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
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

                                       59
<PAGE>

"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.

     (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

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<PAGE>

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 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.

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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, as Trustee


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