EXHIBIT 4.1


EXECUTION COPY


FISCAL
AGENCY AGREEMENT


between


WHITE
MOUNTAINS RE GROUP, LTD.


as
Issuer


AND


THE
BANK OF NEW YORK


as
Fiscal Agent


6.375%
Senior Notes Due 2017






Dated as of
March 19, 2007






 
















TABLE OF CONTENTS


	
  

  	
  

  	
  Page

  
	
  ARTICLE ONE

  
	
   

  	
   

  	
   

  
	
  DEFINITIONS

  
	
   

  	
   

  	
   

  
	
  Section 1.01

  	
  Definitions

  	
  1

  
	
  Section 1.02

  	
  Other Definitions

  	
  4

  
	
  Section 1.03

  	
  Rules of Construction

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWO

  
	
   

  	
   

  	
   

  
	
  THE SECURITIES

  
	
   

  	
   

  	
   

  
	
  Section 2.01

  	
  Form and Dating

  	
  5

  
	
  Section 2.02

  	
  Execution and Authentication

  	
  7

  
	
  Section 2.03

  	
  Fiscal Agent, Registrar and Paying Agent

  	
  8

  
	
  Section 2.04

  	
  Paying Agent to Hold Money in Trust

  	
  8

  
	
  Section 2.05

  	
  Holder Lists

  	
  9

  
	
  Section 2.06

  	
  Transfer and Exchange

  	
  9

  
	
  Section 2.07

  	
  Replacement Securities

  	
  14

  
	
  Section 2.08

  	
  Outstanding Securities

  	
  15

  
	
  Section 2.09

  	
  Treasury Securities

  	
  15

  
	
  Section 2.10

  	
  Temporary Securities

  	
  16

  
	
  Section 2.11

  	
  Cancellation

  	
  16

  
	
  Section 2.12

  	
  Defaulted Interest

  	
  16

  
	
  Section 2.13

  	
  Persons Deemed Owners

  	
  17

  
	
  Section 2.14

  	
  CUSIP Numbers

  	
  17

  
	
  Section 2.15

  	
  Issuance of Additional Securities

  	
  17

  
	
  Section 2.16

  	
  Legal Holidays

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE THREE

  
	
   

  	
   

  	
   

  
	
  REDEMPTION

  
	
   

  	
   

  	
   

  
	
  Section 3.01

  	
  Notice to Fiscal Agent of Election to Redeem

  	
  18

  
	
  Section 3.02

  	
  Selection of Securities to be Redeemed

  	
  18

  
	
  Section 3.03

  	
  Notice of Redemption

  	
  18

  
	
  Section 3.04

  	
  Payment of Securities Called for Redemption

  	
  19

  
	
  Section 3.05

  	
  Exclusion of Certain Securities from Eligibility for
  Selection for

  	
   

  
	
   

  	
  Redemption

  	
  20

  



 



 i
 









 


	
  Section 3.06

  	
  Optional Redemption

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE FOUR

  
	
   

  	
   

  	
   

  
	
  COVENANTS

  
	
   

  	
   

  	
   

  
	
  Section 4.01

  	
  Certain Definitions

  	
  21

  
	
  Section 4.02

  	
  Payment of Securities

  	
  22

  
	
  Section 4.03

  	
  Limitation on Liens

  	
  22

  
	
  Section 4.04

  	
  Compliance Certificate

  	
  24

  
	
  Section 4.05

  	
  Certain Financial Information of the Company

  	
  24

  
	
   

  	
   

  	
   

  
	
  ARTICLE FIVE

  
	
   

  	
   

  	
   

  
	
  SUCCESSOR
  COMPANY

  
	
   

  	
   

  	
   

  
	
  Section 5.01

  	
  When the Company May Merge, etc.

  	
  24

  
	
   

  	
   

  	
   

  
	
  ARTICLE SIX

  
	
   

  	
   

  	
   

  
	
  DEFAULTS AND
  REMEDIES

  
	
   

  	
   

  	
   

  
	
  Section 6.01

  	
  Events of Default

  	
  25

  
	
  Section 6.02

  	
  Acceleration

  	
  26

  
	
  Section 6.03

  	
  Other Remedies

  	
  26

  
	
  Section 6.04

  	
  Waiver of Past Defaults

  	
  27

  
	
  Section 6.05

  	
  Control by Majority

  	
  27

  
	
  Section 6.06

  	
  Limitation on Suits

  	
  27

  
	
  Section 6.07

  	
  Rights of Holders to Receive Payment

  	
  28

  
	
  Section 6.08

  	
  Collection Suit by Fiscal Agent

  	
  28

  
	
  Section 6.09

  	
  Fiscal Agent May File Proofs of Claim

  	
  28

  
	
  Section 6.10

  	
  Priorities

  	
  28

  
	
  Section 6.11

  	
  Undertaking for Costs

  	
  28

  
	
  Section 6.12

  	
  Notice to Holders by Fiscal Agent

  	
  29

  
	
   

  	
   

  	
   

  
	
  ARTICLE SEVEN

  
	
   

  	
   

  	
   

  
	
  FISCAL AGENT

  
	
  Section 7.01

  	
  Duties of Fiscal Agent

  	
  29

  
	
  Section 7.02

  	
  Rights of Fiscal Agent

  	
  30

  
	
  Section 7.03

  	
  Individual Rights of Fiscal Agent

  	
  32

  
	
  Section 7.04

  	
  Fiscal Agent’s Disclaimer

  	
  32

  
	
  Section 7.05

  	
  Compensation and Indemnity

  	
  32

  
	
  Section 7.06

  	
  Replacement of Fiscal Agent

  	
  33

  
	
  Section 7.07

  	
  Successor Fiscal Agent by Merger, etc.

  	
  34

  



 



 ii
 









 


	
  ARTICLE EIGHT

  
	
   

  	
   

  	
   

  
	
  DEFEASANCE AND
  DISCHARGE

  
	
   

  	
   

  	
   

  
	
  Section 8.01

  	
  Option to Effect Covenant Defeasance

  	
  35

  
	
  Section 8.02

  	
  Covenant Defeasance

  	
  35

  
	
  Section 8.03

  	
  Conditions to Covenant Defeasance

  	
  35

  
	
  Section 8.04

  	
  Discharge

  	
  36

  
	
  Section 8.05

  	
  Deposited Money and Government Securities to be Held
  in Trust; Other

  	
   

  
	
   

  	
  Miscellaneous Provisions

  	
  37

  
	
  Section 8.06

  	
  Repayment to Company

  	
  37

  
	
  Section 8.07

  	
  Reinstatement

  	
  37

  
	
   

  	
   

  	
   

  
	
  ARTICLE NINE

  
	
   

  	
   

  	
   

  
	
  AMENDMENTS,
  SUPPLEMENTS AND WAIVERS

  
	
   

  	
   

  	
   

  
	
  Section 9.01

  	
  Without Consent of Holders

  	
  38

  
	
  Section 9.02

  	
  With Consent of Holders

  	
  39

  
	
  Section 9.03

  	
  Revocation and Effect of Consents

  	
  39

  
	
  Section 9.04

  	
  Notation on or Exchange of Securities

  	
  39

  
	
  Section 9.05

  	
  Fiscal Agent to Sign Amendments, etc.

  	
  40

  
	
   

  	
   

  	
   

  
	
  ARTICLE TEN

  
	
   

  	
   

  	
   

  
	
  MISCELLANEOUS

  
	
   

  	
   

  	
   

  
	
  Section 10.01

  	
  Notices

  	
  40

  
	
  Section 10.02

  	
  Certificate and Opinion as to Conditions Precedent

  	
  40

  
	
  Section 10.03

  	
  Statements Required in Certificate or Opinion.

  	
  41

  
	
  Section 10.04

  	
  Rules by Fiscal Agent, Paying Agent, Registrar

  	
  41

  
	
  Section 10.05

  	
  Governing Law; Waiver of Trial by Jury

  	
  41

  
	
  Section 10.06

  	
  No Recourse Against Others

  	
  41

  
	
  Section 10.07

  	
  Successors

  	
  42

  
	
  Section 10.08

  	
  Execution in Counterparts

  	
  42

  
	
  Section 10.09

  	
  Severability

  	
  42

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A —

  	
  FORM OF SECURITY

  	
   

  
	
  EXHIBIT B —

  	
  FORM OF CERTIFICATE OF TRANSFER

  	
   

  
	
  EXHIBIT C —

  	
  FORM OF CERTIFICATE TO BE DELIVERED UPON

  	
   

  
	
   

  	
  TERMINATION OF RESTRICTED PERIOD

  	
   

  



 



 iii















FISCAL AGENCY AGREEMENT dated as
of March 19, 2007 (the “Agreement”),
between WHITE MOUNTAINS RE GROUP, LTD., a Bermuda holding company (the “Company”) and THE BANK OF NEW YORK, a New York banking
corporation, as fiscal agent (the “Fiscal Agent”).


Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Company’s Securities:


ARTICLE ONE



DEFINITIONS


Section 1.01           Definitions.


“Additional Securities” means 6.375%
Senior Notes due 2017 of the Company issued under this Agreement after the
Issuance Date in accordance with Sections 2.02 and 2.15 hereof, and having
identical terms and conditions to the Securities.


“Affiliate” means any person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company.


“Agent” means any Registrar or Paying
Agent. See Section 2.03.


“Agreement” means this Fiscal Agency
Agreement as amended or supplemented from time to time.


“Applicable Procedures” means, with
respect to any transfer or exchange of or for beneficial interests in any
Global Security, the rules and procedures of the Depositary, Euroclear and
Clearstream that apply to such transfer or exchange.


“Board of Directors” means the Board of
Directors of the Company or any committee of the Board of Directors duly
authorized to act for it hereunder.


“Board Resolution” means a resolution of
the Board of Directors, which may be evidenced by a certificate of the
Secretary or an Assistant Secretary of the Company stating that such resolution
has been duly adopted by the Board of Directors and is in full force and
effect, and delivered to the Fiscal Agent.


“Capital Stock” shall mean (i) in the
case of a corporation, corporate stock; (ii) in the case of an association or business
entity that is not a corporation, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock; (iii) in the case of a limited partnership or limited liability company,
partnership interests (whether general or limited) or membership interests; and
(iv) any other interest of participation that confers on a person the right to
receive a share of the profits and losses of, or distributions of assets of,
the issuing person, but excluding from the foregoing any debt securities
convertible into Capital Stock, whether or not such debt securities include any
right of participation in Capital Stock.



 1
 









“Company” means the party named as such
in this Agreement until a successor replaces it pursuant to this Agreement and
thereafter means the successor.


“Corporate Trust Office” means the office
of the Fiscal Agent at which at any particular time its corporate trust
business shall be principally administered, which office at the date of the
execution of this instrument is located at 101 Barclay Street, 8W, New York,
New York 10286, Attention:  Corporate
Trust Division - Corporate Finance Unit, or such other address as the Fiscal
Agent may designate from time to time by notice to the Company, or the
principal corporate trust office of any successor Fiscal Agent (or such other
address as such successor Fiscal Agent may designate from time to time by
notice to the Company).


 “Default”
means any event which is, or after notice or passage of time or both would be,
an Event of Default.


“Depositary” shall mean, with respect to
the Securities issuable or issued in whole or in part in the form of one or
more Global Securities, the person designated as Depositary by the Company,
which Depositary shall be a clearing agency registered under the Exchange Act.


“Distribution Compliance Period” shall
mean the period that begins on the closing of any offering of Securities
(including any Additional Securities) and ends 40 days later.


“Exchange Act” means the Securities
Exchange Act of 1934, as amended.


“Fiscal Agent” means the party named as
such in this Agreement until a successor replaces it pursuant to this Agreement
and thereafter means the successor.


“Global Security” or “Global Securities” means a Security or Securities, as the
case may be, in the form prescribed in Section 2.01 of this Agreement
evidencing all or part of the Securities, issued to the Depositary or its
nominee and registered in the name of such Depositary or nominee.


“guarantee” means any obligation,
contingent or otherwise, of any Person directly or indirectly guaranteeing any
indebtedness of any other Person and any obligation, direct or indirect,
contingent or otherwise, of such Person (i) to purchase or pay (or advance or
supply funds for the purchase or payment of) such indebtedness of such other
Person (whether arising by virtue of partnership arrangements, or by agreement
to keep-well, to purchase assets, goods, securities or services, to
take-or-pay, or to maintain financial statement conditions or otherwise) or
(ii) entered into for purposes of assuring in any other manner the obligee of
such indebtedness of the payment thereof or to protect such obligee against
loss in respect thereof (in whole or in part); provided,
however, that the term “guarantee” will not include endorsements for
collection or deposit in the ordinary course of business. The term “guarantee”
used as a verb has a corresponding meaning.


“Holder’’ or “Securityholder”
or “Holder of Securities” or “Noteholder” means a person in whose name a Security is
registered on the Registrar’s books.


“Indirect Participant” means a Person who
holds a beneficial interest in a Global Security through a Participant.



 2
 









“Issuance Date” means March 19, 2007.


“Officer’’ means the Chairman of the
Board of Directors, the President, any Vice President, the Treasurer, the
Secretary or the Controller of the Company.


“Officers’ Certificate” means a
certificate signed by two Officers or by an Officer and an Assistant Treasurer,
Assistant Secretary or Assistant Controller of the Company, and delivered to
the Fiscal Agent.


 “Opinion of
Counsel” means a written opinion from legal counsel who may be an
employee of or counsel to the Company, or who may be other counsel reasonably
satisfactory to the Fiscal Agent.


“Participant” means, with respect to the
Depositary, Euroclear or Clearstream, a Person who has an account with the
Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC,
shall include Euroclear and Clearstream).


“Person” means any individual, corporation,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.


“Place of Payment” means, when used with
respect to Securities, the place or places where the principal of, premium, if
any, and interest, if any, on the Securities are payable.


“Qualified Institutional Buyer” means a “qualified
institutional buyer” as defined in Rule 144A.


“Responsible Officer” means , with
respect to the Fiscal Agent, any officer assigned to the Corporate Trust
Division - Corporate Finance Unit (or any successor division or unit) of the
Fiscal Agent located at the Corporate Trust Office of the Fiscal Agent, who
shall have direct responsibility for the administration of this Agreement, and
for the purposes of Section 7.01(c)(2) and Section 6.12  shall
also include any other officer of the Fiscal Agent to whom any corporate trust
matter is referred because of such officer’s knowledge of and familiarity with the
particular subject.


“Rule 144” means Rule 144 promulgated
under the Securities Act.


“Rule 144A” means Rule 144A promulgated
under the Securities Act.


“Rule 903” means Rule 903 promulgated
under the Securities Act.


“Rule 904” means Rule 904 promulgated the
Securities Act.


“SEC” means the Securities and Exchange
Commission.


“Securities” means the 6.375% Senior
Notes due 2017 of the Company (including, without limitation, any Additional
Securities) issued under this Agreement.



 3
 









“Securities Act” means the Securities Act
of 1933, as amended from time to time.


“Securities Custodian” means the Fiscal
Agent, as custodian with respect to the Securities in global form, or any
successor entity thereto.


“U.S. Government Obligations” means
direct obligations of the United States for the payment of which the full faith
and credit of the United States is pledged.


Section 1.02           Other Definitions


	
  Term

  	
   

  	
   

  	
   

  	
  Defined in Section

  	
   

  
	
  “Bankruptcy
  Law”

  	
   

  	
  6.01

  	
   

  
	
  “Cash
  Equivalents”

  	
   

  	
  8.03

  	
   

  
	
  “Clearstream”

  	
   

  	
  2.01

  	
   

  
	
  “Comparable
  Treasury Issue”

  	
   

  	
  3.06

  	
   

  
	
  “Comparable
  Treasury Price”

  	
   

  	
  3.06

  	
   

  
	
  “Covenant
  Defeasance”

  	
   

  	
  8.03

  	
   

  
	
  “Custodian”

  	
   

  	
  6.01

  	
   

  
	
  “Definitive
  Securities”

  	
   

  	
  2.01

  	
   

  
	
  “Discharge”

  	
   

  	
  8.05

  	
   

  
	
  “DTC”

  	
   

  	
  2.01

  	
   

  
	
  “DTC
  Participants”

  	
   

  	
  2.01

  	
   

  
	
  “Euroclear”

  	
   

  	
  2.01

  	
   

  
	
  “Event
  of Default”

  	
   

  	
  6.01

  	
   

  
	
  “Fair
  Value”

  	
   

  	
  4.04

  	
   

  
	
  “Indebtedness”

  	
   

  	
  4.01

  	
   

  
	
  “Legal
  Holiday”

  	
   

  	
  2.16

  	
   

  
	
  “Lien”

  	
   

  	
  4.01

  	
   

  
	
  “Make
  Whole Amount”

  	
   

  	
  3.06

  	
   

  
	
  “Notice
  of Default”

  	
   

  	
  6.01

  	
   

  
	
  “Obligations”

  	
   

  	
  11.01

  	
   

  
	
  “Outstanding
  Securities”

  	
   

  	
  2.08

  	
   

  
	
  “144A
  Global Security”

  	
   

  	
  2.01

  	
   

  
	
  “Paying
  Agent”

  	
   

  	
  2.03

  	
   

  
	
  “Payor”

  	
   

  	
  4.02

  	
   

  
	
  “Private
  Placement Legend”

  	
   

  	
  2.06

  	
   

  
	
  “Quotation
  Agent”

  	
   

  	
  3.06

  	
   

  
	
  “Redemption
  Date”

  	
   

  	
  3.06

  	
   

  
	
  “Reference
  Treasury Dealer”

  	
   

  	
  3.06

  	
   

  
	
  “Reference
  Treasury Dealer Quotations”

  	
   

  	
  3.06

  	
   

  
	
  “Register”

  	
   

  	
  2.03

  	
   

  
	
  “Registrar”

  	
   

  	
  2.03

  	
   

  
	
  “Regulation
  S Global Security”

  	
   

  	
  2.01

  	
   

  
	
  “Subsidiary”

  	
   

  	
  4.01

  	
   

  
	
  “Successor
  Company”

  	
   

  	
  5.01

  	
   

  
	
  “Taxes”

  	
   

  	
  4.02

  	
   

  



 



 4
 









 


	
  “Temporary Regulation S Global Security”

  	
   

  	
  2.01

  	
   

  
	
  “Treasury
  Rate”

  	
   

  	
  3.06

  	
   

  
	
  “United
  States”

  	
   

  	
  4.01

  	
   

  



All other terms used in this Agreement that are defined by SEC rules
have the meanings assigned to them.


Section 1.03           Rules of Construction.


Unless the context otherwise requires:


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


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


(3)           “or” is not exclusive; and


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


ARTICLE TWO


THE SECURITIES


Section 2.01           Form and Dating.


(a)           General Form of Securities. The Securities and the Fiscal
Agent’s certificate of authentication shall be substantially in the form of
Exhibit A hereto, which Exhibit is part of this Agreement. The Securities may
have notations, legends or endorsements required by law, stock exchange rule or
usage. Each Security shall be dated the date of its authentication. The
Securities shall be in minimum denominations of $2,000 and integral multiples
of $1,000. The terms and provisions contained in the Securities shall
constitute, and are hereby expressly made, a part of this Agreement and the
Company and the Fiscal Agent, by their execution and delivery of this
Agreement, expressly agree to such terms and provisions and to be bound
thereby.


Securities offered and sold to Qualified Institutional Buyers in
reliance on Rule 144A under the Securities Act will initially be issued only in
the form of one or more global Securities in definitive, fully registered form
without interest coupons (each a “144A Global Security”).
The 144A Global Securities shall be substantially in the form of Exhibit A
attached hereto, with such applicable legends as are provided for herein.


Securities offered and sold outside the United States in reliance on
Regulation S under the Securities Act will initially be issued in the form of
one or more temporary global Securities (the “Temporary
Regulation S Global Security”), without interest coupons. Temporary
Regulation S Global Securities shall be substantially in the form of Exhibit A
attached hereto, with such applicable legends as are provided for herein. The
Temporary Regulation S Global 



 5
 









Securities, which will be deposited on behalf of the
purchasers of the Securities represented thereby with the Fiscal Agent, as
custodian for The Depository Trust Company (“DTC”),
and registered in the name of DTC or a nominee of DTC for the accounts of
Euroclear Bank S.A./N.V. (“Euroclear”) and
Clearstream Banking, S.A. (“Clearstream”),
shall be duly executed by the Company and authenticated by the Fiscal Agent as
hereinafter provided. Beneficial interests in the Temporary Regulation S Global
Security will be exchanged for beneficial interests in one or more
corresponding permanent global Securities, in definitive, fully registered form
without interest coupons (each a “Regulation S Global Security”;
collectively with 144A Global Securities, the “Global
Securities”), substantially in the form of Exhibit A attached
hereto, with such applicable legends as are provided for herein within a
reasonable period after the expiration of the Distribution Compliance Period
(as defined below) upon delivery of a certificate in the form of Exhibit C
hereto. Prior to the expiration of the Distribution Compliance Period,
interests in the Temporary Regulation S Global Security may only be transferred
to non-U.S. persons pursuant to Regulation S, unless exchanged for interests in
a Global Security in accordance with the transfer and certification
requirements described herein.


(b)           Form of Global Securities.


(i)                                     Each Global Security (A) shall
represent such portion of the outstanding Securities as shall be specified
therein, (B) shall provide that it shall represent the aggregate amount of
outstanding Securities from time to time endorsed thereon and that the
aggregate amount of outstanding Securities represented thereby may from time to
time be reduced or increased, as appropriate, to reflect exchanges and
redemptions, (C) shall be registered in the name of the Depositary or its
nominee, duly executed by the Company and authenticated by the Fiscal Agent as
provided herein, for credit to the respective accounts of the Holders (or such
accounts as they may direct) at the Depositary, (D) shall be delivered by the
Fiscal Agent or its Agent to the Depositary or a Securities Custodian pursuant
to the Depositary’s instructions and (E) shall bear the applicable legends
required by Section 2.06(d) hereof.


(ii)                                  Members of, or participants in, the
Depositary (“DTC Participants”) shall have no
rights under this Agreement with respect to any Global Security held on their
behalf by the Depositary, and the Depositary may be treated by the Company, the
Fiscal Agent, and any agent of the Company or the Fiscal Agent as the absolute
owner of such Global Security for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Fiscal Agent, or any
agent of the Company or the Fiscal Agent from giving effect to any written
certification, proxy or other authorization furnished to the Depositary or
impair, as between the Depositary and its agent members, the operation of
customary practices governing the exercise of the rights of a Holder of any
Security.



 6















Any endorsement of a Global Security to reflect the amount of any
increase or decrease in the amount of outstanding Securities represented
thereby shall be made by the Fiscal Agent or the Securities Custodian, at the
direction of the Fiscal Agent, in accordance with instructions given by the
Holder thereof as required by Section 2.06 hereof.


(c)           Form of Definitive Securities. Subject to the provisions of
Section 2.06 hereof, certificated Securities (“Definitive Securities”) may be
produced in any manner determined by the Officers of the Company executing such
Securities, as evidenced by their execution of such Securities. The Fiscal
Agent must register Definitive Securities so issued in the name of, and cause
the same to be delivered to, such Person (or its nominee).


(d)           Provisions Applicable to Forms of Securities. The Securities
may also have such additional provisions, omissions, variations or
substitutions as are not inconsistent with the provisions of this Agreement,
and may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may be required to comply with this
Agreement, any applicable law or with any rules made pursuant thereto or with
the rules of any securities exchange or governmental agency or as may be
determined consistently herewith by the Officer of the Company executing such
Securities, as conclusively evidenced by their execution of such Securities.
All Securities shall be otherwise substantially identical except as provided
herein.


Subject to the provisions of this Article 2, a registered Holder in a
Global Security may grant proxies and otherwise authorize any Person to take
any action that a Holder is entitled to take under this Agreement or the
Securities.


Section 2.02           Execution and Authentication.


An Officer shall sign the Securities for the Company by manual or
facsimile signature.


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


A Security shall not be valid or obligatory for any purpose or entitled
to the benefits of this Agreement until authenticated by the manual signature
of the Fiscal Agent or its authenticating agent. The signature shall be
conclusive evidence that the Security has been authenticated under this
Agreement.


The Fiscal Agent shall authenticate Securities for original issue up to
an initial maximum aggregate principal amount of $400,000,000 on the Issuance
Date. Any Additional Securities issued by the Company in accordance with
Section 2.15 hereof shall be authenticated by the Fiscal Agent on the date of
their issuance in an aggregate principal amount specified in a Board Resolution
and an Officers’ Certificate provided pursuant to Section 2.15.


The Fiscal Agent may appoint an authenticating agent reasonably
acceptable to the Company to authenticate Securities. An authenticating agent
may authenticate Securities whenever the Fiscal Agent may do so. Each reference
in this Agreement to authentication by the 



 7
 









Fiscal Agent includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with the Company
or an Affiliate of the Company.


Section 2.03           Fiscal Agent, Registrar and Paying
Agent.


The Company hereby appoints The Bank of New York, at its principal
office in New York, New York, as the Fiscal Agent hereunder and The Bank of New
York hereby accepts such appointment. The Fiscal Agent shall have the powers
and authority granted to and conferred upon it in the Securities and hereby and
such further powers and authority to act on behalf of the Company as may be
mutually agreed upon by the Company and the Fiscal Agent, and the Fiscal Agent
shall keep a copy of this Agreement available for inspection during normal
business hours at its principal office in New York, New York.


The Company shall maintain an office or agency where Securities may be
presented for registration of transfer or for exchange (“Registrar”)
and an office or agency where Securities may be presented for payment (“Paying Agent”). The Registrar shall keep a register (“Register”) of the Securities and of their transfer and
exchange. The Company may also from time to time appoint one or more
co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The
Company may change any Paying Agent or Registrar upon notice to the Holders.
The Company shall notify the Fiscal Agent in writing of the name and address of
any Agent not a party to this Agreement. If the Company fails to appoint or
maintain another entity as Registrar or Paying Agent, the Fiscal Agent shall
act, subject to the penultimate paragraph of this Section 2.03, as such. The
Company or any of its Subsidiaries may act as Paying Agent or Registrar; provided, however, that none of the Company, its
Subsidiaries or the Affiliates of the foregoing shall act as Paying Agent or
Registrar if a Default or Event of Default has occurred and is continuing.


The Company initially appoints the Fiscal Agent to act as the Registrar
and Paying Agent and to act as Securities Custodian with respect to the Global
Securities.


All of the terms and provisions with respect to such powers and
authority contained in the Securities are subject to and governed by the terms
and provisions hereof.


The Fiscal Agent may resign as Registrar or Paying Agent upon 30 days
prior written notice to the Company.


The Company initially appoints DTC to act as Depositary with respect to
the Global Securities.


Section 2.04           Paying Agent to Hold Money in Trust.


The Company shall require each Paying Agent other than the Fiscal Agent
to agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Fiscal Agent all money and Cash Equivalents held by the Paying
Agent for the payment of principal of, or premium, if any, or interest on, the
Securities, and shall notify the Fiscal Agent of any default by the Company in
making any such payment. While any such default continues, the Fiscal Agent may
require a Paying Agent to pay all money and Cash Equivalents held by it to the
Fiscal 



 8
 









Agent. The Company at any time may require a Paying
Agent to pay all money and Cash Equivalents held by it to the Fiscal Agent.
Upon payment of all such money and Cash Equivalents over to the Fiscal Agent,
the Paying Agent (if other than the Company or a Subsidiary) shall have no
further liability for the money and Cash Equivalents. If the Company or a
Subsidiary acts as Paying Agent, it shall segregate and hold in a separate
trust fund for the benefit of the Holders all money and Cash Equivalents held
by it as Paying Agent. Upon any bankruptcy or reorganization proceedings
relating to the Company, the Fiscal Agent shall serve as Paying Agent for the
Securities.


Section 2.05           Holder Lists.


The Fiscal Agent shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders. If the Fiscal Agent is not the Registrar, the Company shall furnish
to the Fiscal Agent at least seven business days before each interest payment
date, and at such other times as the Fiscal Agent may request in writing, a
list in such form and as of such date as the Fiscal Agent may reasonably
require of the names and addresses of the Holders of Securities.


Section 2.06           Transfer and Exchange.


(a)           Transfer and Exchange of Global Securities. A Global
Security may not be transferred as a whole except by the Depositary to a
nominee of the Depositary, by a nominee of the Depositary to the Depositary or
to another nominee of the Depositary, or by the Depositary or any such nominee
to a successor Depositary or a nominee of such successor Depositary. Global
Securities may be exchanged or replaced, in whole or in part, as provided in
this Section 2.06 and Section 2.07 hereof. Every Security authenticated and
delivered in exchange for, or in lieu of, a Global Security or any portion
thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Security. A
Global Security may not be exchanged for another Security other than as
provided in this Section 2.06(a) and Section 2.06(c) hereof; however,
beneficial interests in a Global Security may be transferred and exchanged as
provided in Section 2.06(b) hereof.


(b)           Transfer and Exchange of Beneficial Interests in the Global Securities.
The transfer and exchange of beneficial interests in the Global Securities
shall be effected through the Depositary, in accordance with the provisions of
this Agreement and the Applicable Procedures. Beneficial interests in the
Global Securities shall be subject to restrictions on transfer comparable to
those set forth herein to the extent required by the Securities Act. Transfers
of beneficial interests in the Global Securities also shall require compliance
with either subparagraph (i) or (ii) below, as applicable, as well as one or
more of the other following subparagraphs, as applicable:


(i)                                     Transfer of Beneficial Interests
in the Same Global Security. Beneficial interests in any Global Security may be
transferred to Persons who take delivery thereof in the form of a beneficial
interest in the same Global Security in accordance with the transfer
restrictions set forth in the Private Placement Legend. No written 



 9
 









orders or instructions shall be required to be delivered to
the Registrar to effect the transfers described in this Section 2.06(b).


(ii)                                  All Other Transfers and Exchanges
of Beneficial Interests in Global Securities. In connection with all transfers
and exchanges of beneficial interests that are not subject to Section
2.06(b)(i), the transferor of such beneficial interest must deliver to the
Registrar (A) a written order from a Participant or an Indirect Participant
given to the Depositary in accordance with the Applicable Procedures directing
the Depositary to credit or cause to be credited a beneficial interest in
another Global Security in an amount equal to the beneficial interest to be
transferred or exchanged and (B) instructions given in accordance with the
Applicable Procedures containing information regarding the Participant account
to be credited with such increase. In addition, the Registrar must receive the
following:


(A)                              if the transferee will take delivery
in the form of a beneficial interest in the 144A Global Security, then the
transferor must  deliver a certificate in
the form of Exhibit B hereto, including the certifications in item (1) thereof;
and


(B)                                if the transferee will take delivery
in the form of a beneficial interest in the Regulation S Global Security, then
the transferor must deliver a certificate in the form of Exhibit B hereto,
including the certifications in item (2) thereof;


provided that, after any
Distribution Compliance Period, the Registrar need not receive such certificate
in respect of a transfer of a beneficial interest in the Regulation S Global
Security. Upon satisfaction of all of the requirements for transfer or exchange
of beneficial interests in Global Securities contained in this Agreement and
the Securities or otherwise applicable under the Securities Act, the Fiscal
Agent shall adjust the principal amount of the relevant Global Security(ies)
pursuant to Section 2.06(e) hereof.


(c)           Exchange for Definitive Securities.


(i)                                     Except as provided below, owners of
beneficial interests in Global Securities will not be entitled to receive
Definitive Securities. Definitive Securities shall be transferred to all
beneficial owners in exchange for their beneficial interests in a Global Security
if (A) DTC notifies the Company that it is unwilling or unable to 



 10
 









continue as depositary for such Global Security or DTC ceases
to be a clearing agency registered under the Exchange Act, at a time when DTC
is required to be so registered in order to act as depositary, and in each case
a successor depositary is not appointed by the Company within 90 days of such
notice, (B) the Company executes and delivers to the Fiscal Agent and Registrar
an Officers’ Certificate stating that such Global Security shall be so
exchangeable; provided that in no event shall the Temporary Regulation S Global
Security be exchanged by the Company for Definitive Securities prior to the
expiration of the Distribution Compliance Period or (C) an Event of Default has
occurred and is continuing and the Registrar has received a request from DTC.


(ii)                                  In connection with the transfer of
an entire Global Security to beneficial owners pursuant to this Section
2.06(c), such Global Security shall be deemed to be surrendered to the Fiscal
Agent for cancellation, and the Company shall execute, and the Fiscal Agent
shall authenticate and deliver, to each beneficial owner identified by DTC in
exchange for its beneficial interest in such Global Security, an equal
aggregate principal amount of Definitive Securities of authorized
denominations. Any Definitive Security delivered in exchange for an interest in
a Global Security pursuant to this Section 2.06(c) shall bear the Private
Placement Legend.


(d)             Legends. The following legends shall appear on the face of
all Securities issued under this Agreement unless specifically stated otherwise
in the applicable provisions of this Agreement.


(i)                                     Private Placement Legend. Each Security (and all Securities
issued in exchange therefor or substitution thereof) shall bear the legend in
substantially the following form (the “Private Placement Legend”).


“THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR OTHER
SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY
BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) AGREES THAT IT
WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF
TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT OR ANY SUCCESSOR
PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF
ANY PREDECESSOR OF THIS NOTE) OR THE LAST DAY ON WHICH THE ISSUER OR ANY
AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS
NOTE) AND (Y) SUCH LATER DATE, 



 11
 









IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE “RESALE
RESTRICTION TERMINATION DATE”), OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE
EXCEPT (A) TO THE ISSUER OR ONE OF ITS AFFILIATES, (B) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”
AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO
OFFERS AND SALES TO NON U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES
WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO
ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND (2) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS
NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND;
PROVIDED THAT THE ISSUER, THE FISCAL AGENT AND THE REGISTRAR SHALL HAVE THE
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D) OR
(E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE
FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION OF TRANSFER IN THE FORM
APPEARING ON THE OTHER SIDE OF THIS NOTE IS COMPLETED AND DELIVERED BY THE
TRANSFEROR TO THE FISCAL AGENT. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF
THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THE
TERMS “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY
REGULATION S UNDER THE SECURITIES ACT.”


(ii)                                  Global Security Legend. Each Global Security shall bear
legends in substantially the following form:


“UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.”


“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS
DEFINED IN THE FISCAL AGENCY AGREEMENT GOVERNING THIS NOTE) OR ITS NOMINEE IN
CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) 



 12
 









THE FISCAL AGENT MAY MAKE SUCH NOTATIONS HEREON AS MAY
BE REQUIRED PURSUANT TO SECTION 2.06(b)(ii) AND SECTION 2.06(e) OF THE FISCAL
AGENCY AGREEMENT, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN
PART PURSUANT TO SECTION 2.06(a) OF THE FISCAL AGENCY AGREEMENT, (III) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE FISCAL AGENT FOR CANCELLATION PURSUANT TO
SECTION 2.11 OF THE FISCAL AGENCY AGREEMENT AND (IV) THIS GLOBAL NOTE MAY BE
TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
COMPANY. “


(e)           Cancellation and/or Adjustment of Global Securities. At such
time as all beneficial interests in a particular Global Security have been
exchanged for Definitive Securities or a particular Global Security has been
redeemed, repurchased or canceled in whole and not in part, each such Global
Security shall be returned to or retained and canceled by the Fiscal Agent in
accordance with Section 2.11 hereof. At any time prior to such cancellation, if
any beneficial interest in a Global Security is exchanged for or transferred to
a Person who will take delivery thereof in the form of a beneficial interest in
another Global Security or exchanged for Definitive Securities pursuant to
Section 2.06(c) hereof, the principal amount of Securities represented by such
Global Security shall be reduced accordingly and an endorsement shall be made
on such Global Security by the Fiscal Agent or by the Depositary at the
direction of the Fiscal Agent to reflect such reduction; and if the beneficial
interest is being exchanged for or transferred to a Person who will take
delivery thereof in the form of a beneficial interest in another Global
Security, such other Global Security all be increased accordingly and an
endorsement shall be made on such other Global Security by the Fiscal Agent or
by the Depositary at the direction of the Fiscal Agent to reflect such
increase.


(f)              General Provisions Relating to Transfers and Exchanges.


(i)                                     To permit registrations of transfers
and exchanges, the Company shall execute and the Fiscal Agent shall
authenticate Global Securities and Definitive Securities upon the Company’s
order or at the Registrar’s request.


(ii)                                  No service charge shall be made to a
Holder for any registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith (other than any such
transfer taxes or similar governmental charge payable upon exchange by or
transfer to the same Holder pursuant to Sections 2.06 or 9.04 hereof).


(iii)                               The Registrar shall not be required
to register the transfer of or exchange any Security selected for redemption in
whole or in part, except the unredeemed portion of any Security being redeemed
in part.



 13















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


(v)                                 The Company shall not be required
(A) to issue, to register the transfer of or to exchange any Securities during
a period beginning at the opening of business 15 days before the day of any
selection of Securities for redemption under Section 3.02 hereof and ending at
the close of business on the day of selection or (B) to register the transfer
of or to exchange any Security so selected for redemption in whole or in part,
except the unredeemed portion of any Security being redeemed in part.


(vi)                              Prior to due presentment for the
registration of a transfer of any Security, the Fiscal Agent, any Agent and the
Company may deem and treat the Person in whose name any Security is registered
as the absolute owner of such Security for the purpose of receiving payment of
principal of, premium, if any, and interest on such Securities and for all
other purposes, and none of the Fiscal Agent, any Agent or the Company shall be
affected by notice to the contrary.


(vii)                           The Fiscal Agent shall authenticate
Securities in accordance with the provisions of Section 2.02 hereof.


(viii)                        All certifications, certificates and
Opinions of Counsel required to be submitted to the Registrar pursuant to this
Section 2.06 to effect a registration of transfer or exchange may be submitted
by facsimile.


(ix)                                The Fiscal Agent shall have no
obligation or duty to monitor, determine or inquire as to compliance with any
restrictions on transfer imposed under this Agreement or under applicable law
with respect to any transfer of any interest in any Security (including any
transfers between or among Participants or beneficial owners of interests in
any Global Security) 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 Agreement, and to examine the
same to determine substantial compliance as to form with the express
requirements hereof.



 14
 









 


Section 2.07           Replacement Securities.


If any mutilated Security is surrendered to the Fiscal Agent, or the
Company and the Fiscal Agent receive evidence to their satisfaction of the
destruction, loss or theft of any Security, the Company shall, upon the written
request of the Holder thereof, issue and the Fiscal Agent, upon the written
order of the Company signed by two Officers of the Company, shall authenticate
a replacement Security if the Fiscal Agent’s requirements are met. If required
by the Fiscal Agent or the Company, an indemnity bond must be supplied by such
Holder that is sufficient in the judgment of the Fiscal Agent and the Company
to protect the Company, the Fiscal Agent, any Agent and any authenticating
agent from any loss that any of them may suffer if a Security is replaced. The
Company may charge such Holder for its expenses in replacing a Security.


Every replacement Security is an additional obligation of the Company
and shall be entitled to all of the benefits of this Agreement equally and
proportionately with all other Securities duly issued hereunder.


The provisions of this Section 2.07 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.


Section 2.08           Outstanding Securities.


The Securities outstanding at any time (the “Outstanding
Securities”) are all the Securities authenticated by the Fiscal
Agent except for those cancelled by it (or its agent), those delivered to it
(or its agent) for cancellation, those reductions in the beneficial interest in
a Global Security effected by the Fiscal Agent in accordance with the
provisions hereof, and those described in this Section 2.08 as not outstanding.
Except as set forth in Section 2.09 hereof, a Security does not cease to be
outstanding because the Company or an Affiliate of the Company holds the
Security.


If a Security is replaced pursuant to Section 2.07 hereof, it ceases to
be outstanding unless the Fiscal Agent receives proof satisfactory to it that
the replaced Security is held by a “protected purchaser” (as such term is
defined in Section 8-303 of the Uniform Commercial Code as in effect in the
State of New York).


If the principal amount of any Security is considered paid under
Section 4.02 hereof, it ceases to be outstanding and interest on it ceases to
accrue.


If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
or Cash Equivalents sufficient to pay all of the principal of, premium (if any)
and interest on Securities payable on that date, then on and after that date
such Securities shall be deemed to be no longer outstanding and shall cease to
accrue interest.


Section 2.09           Treasury Securities.


In determining whether the Holders of the required principal amount of
Securities have concurred in any direction, waiver or consent, Securities owned
by the Company, or by any Person directly or indirectly controlling or
controlled by or under direct or indirect common 



 15
 









control with the Company, shall be considered as
though not outstanding and shall be disregarded, except that for the purposes
of determining whether the Fiscal Agent shall be protected in relying on any
such direction, waiver or consent, only Securities that a Responsible Officer
of the Fiscal Agent has actual knowledge are so owned shall be so disregarded.


Section 2.10           Temporary Securities.


In lieu of formal printed Definitive Securities, or until such
Definitive Securities are ready for delivery, the Company may prepare and the
Fiscal Agent shall authenticate temporary Securities upon a written order of
the Company signed by two Officers of the Company. Temporary Securities shall
be substantially in the form of Definitive Securities but may have variations
that the Company considers appropriate for temporary Securities and as shall be
reasonably acceptable to the Fiscal Agent. At the Company’s election, the
Company may prepare and the Fiscal Agent shall authenticate Definitive
Securities in exchange for temporary Securities.


Unless and until any such exchange, Holders of temporary Securities
shall be entitled to all of the benefits of this Agreement.


Section 2.11           Cancellation.


The Company at any time may deliver Securities to the Fiscal Agent or
its agent for cancellation. The Registrar and Paying Agent shall forward to the
Fiscal Agent any Securities surrendered to them for registration of transfer,
exchange or payment. The Fiscal Agent (or its agent) and no one else shall
cancel all Securities surrendered for registration of transfer, exchange,
payment, replacement or cancellation and shall dispose of the cancelled
Securities in accordance with the Fiscal Agent’s standard procedure (subject to
the record retention requirement of the Exchange Act). Certification of the
disposal of all cancelled Securities shall be delivered to the Company, upon
written request, from time to time. The Company may not issue new Securities to
replace Securities that it has paid or that have been delivered to the Fiscal
Agent (or its agent) for cancellation. If the Company acquires any of the
Securities, such acquisition shall not operate as a redemption or satisfaction
of the indebtedness represented by such Securities unless and until the same
are surrendered to the Fiscal Agent (or its agent) for cancellation pursuant to
this Section 2.11.


Section 2.12           Defaulted Interest.


If the Company defaults in a payment of interest on the Securities, it
shall pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the
Securities. The Company shall notify the Fiscal Agent in writing of the amount
of defaulted interest proposed to be paid on each Security and the date of the
proposed payment. The Company shall fix or cause to be fixed each such special
record date and payment date; provided that
no such special record date shall be less than 10 days prior to the related
payment date for such defaulted interest. At least 15 days before the special
record date, the Company (or, upon the written request of the Company, the
Fiscal Agent in the name and at 



 16
 









the expense of the Company) shall mail or cause to be
mailed to Holders a notice that states the special record date, the related
payment date and the amount of such defaulted interest to be paid.


Section 2.13           Persons Deemed Owners.


Prior to due presentment for the registration of a transfer of any
Security, the Fiscal Agent, any Agent, the Company and any agent of the
foregoing shall deem and treat the Person in whose name any Security is
registered as the absolute owner of such Security for all purposes (including
the purpose of receiving payment of principal of, premium, if any, and interest
on such Securities; provided that defaulted interest shall be paid as set forth
in Section 2.12), and none of the Fiscal Agent, any Agent, the Company or any
agent of the foregoing shall be affected by notice to the contrary.


Section 2.14           CUSIP Numbers.


Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company will print CUSIP, ISIN or other
similar numbers on the Securities, and the Fiscal Agent may use CUSIP, ISIN or
other similar numbers in notices of redemption and purchase as a convenience to
Holders; provided, however, that any such notices
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 redemption
or purchase and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption or purchase shall
not be affected by any defect or omission in such numbers.


Section 2.15           Issuance of Additional Securities.


The Company shall be entitled to issue Additional Securities under this
Agreement at any time. Additional Securities shall have identical terms as the
Securities, other than with respect to the date of issuance and issue price.
The Securities and any Additional Securities shall be treated as a single class
for all purposes under this Agreement.


With respect to any issuance of Additional Securities, the Company
shall deliver to the Fiscal Agent a Board Resolution and an Officers’
Certificate, and, if the Company elects, a supplement or amendment to this
Agreement, which shall together provide the following information:


(1)           the aggregate principal amount of
Additional Securities to be authenticated and delivered pursuant to this
Agreement;


(2)           the issue price and the issue date of
such Additional Securities; and


(3)           whether such Additional Securities
shall be transfer restricted Securities.


Section 2.16           Legal Holidays.


A “Legal Holiday” is a Saturday, a Sunday
or a day on which banking institutions in a jurisdiction in which an action is
required hereunder are not required to be open. If a payment date is a Legal
Holiday at a place of payment, payment may be made at that place on the next 



 17
 









succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period. If a regular record date is a
Legal Holiday, the record date shall not be affected.


ARTICLE THREE



REDEMPTION


Section 3.01           Notice to Fiscal Agent of Election
to Redeem.


The election of the Company pursuant to Section 3.06 hereof to redeem
any Securities shall be evidenced by a Board Resolution. In case of any
redemption at the election of the Company of all or less than all of the
Securities, the Company, shall, at least 60 prior days to the Redemption Date
by the Company (unless a shorter notice shall be satisfactory to the Fiscal
Agent), notify the Fiscal Agent in writing of such Redemption Date and of the
principal amount of Securities of such series to be redeemed. Any such notice
to the Fiscal Agent may be cancelled and rescinded by the Company at any time
prior to the mailing of such notice to any Holder pursuant to Section 3.03. In
the case of any redemption of Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Agreement, the Company shall furnish the Fiscal Agent with an
Officers’ Certificate evidencing compliance with such restriction.


Section 3.02           Selection of Securities to be Redeemed.


In an optional redemption pursuant to Section 3.06, if less than all
the Securities are to be redeemed, the particular Securities to be redeemed
shall be selected, not more than 60 days prior to the applicable Redemption
Date, by the Fiscal Agent, from the Outstanding Securities of such series not
previously called for redemption, on a pro rata basis, by lot or by such other
method as the Fiscal Agent, in its sole discretion, shall deem fair and
appropriate and which may provide for the selection for redemption of portions
of the principal amount of Securities of a denomination larger than the minimum
authorized denomination for the Securities.


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


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


The Fiscal Agent may select for redemption portions of the principal
amount of the Securities that have denominations larger than $2,000. Securities
and portions of them it selects shall be in integral multiples of $1,000.  No security may be redeemed in part such that
following such redemption, the principal amount thereof would be less than
$2,000.


Section 3.03           Notice of Redemption.


 



 18















Notice of redemption to the Holders of Securities to be redeemed as a
whole or in part at the option of the Company pursuant to Section 3.06 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 Redemption
Date to such Holders of Securities at their last addresses as they shall appear
on the Register. 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.


The notice of redemption to each such Holder shall specify the CUSIP,
ISIN or other similar number (if any) and the principal amount of each Security
held by such Holder to be redeemed, the Redemption Date, the redemption price,
the name of the Paying Agent, Place or Places of Payment, that payment will be
made upon presentation and surrender of such Securities, that interest accrued
to the Redemption Date will be paid as specified in such notice 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 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 Redemption Date, 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 to be redeemed shall be given by
the Company or, at the Company’s timely request, by the Fiscal Agent in the
name and at the expense of the Company.


At least one business day prior to the Redemption Date specified in the
notice of redemption given as provided in this Section, the Company will
deposit with the Fiscal Agent or with one or more paying agents (or, if the
Company is acting as Paying Agent, set aside, segregate and hold in trust as
provided in Section 2.04) an amount of money or Cash Equivalents, or
combination thereof, sufficient to redeem on the redemption date all the
Securities so called for redemption at the appropriate redemption price,
together with accrued interest, if any, to the Redemption Date. Promptly
following the Redemption Date, the Paying Agent shall return to the Company any
amounts of money and Cash Equivalents so deposited which are not required to
redeem the Securities called for redemption.


Section 3.04           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 Redemption Date, and on and after
said Redemption Date (unless the Company shall default in the payment of such
Securities at the redemption price, together with interest, if any, accrued to
the Redemption Date) any interest on the Securities or portions of Securities
so called for redemption shall cease to accrue and such Securities shall cease
from and after the Redemption Date to be entitled to any benefit or security
under this Agreement, 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 Redemption Date. On presentation and surrender of such
Securities at a 



 19
 









Place of Payment specified in said notice, said
Securities or the specified portions thereof shall be paid and redeemed by the
Company at the applicable redemption price, together with any interest accrued
thereon to the Redemption Date; provided that any semiannual payment of
interest becoming due on the Redemption Date shall be payable to the Holders of
such Securities registered as such in the Register on the relevant record date.


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 Redemption Date at the rate of interest
borne by the Security.


Upon presentation of any Security redeemed in part only, the Company
shall execute and the Fiscal Agent shall authenticate and deliver to or on the
order of the Holder thereof, at the expense of the Company, 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 3.05           Exclusion of Certain Securities from
Eligibility for Selection for Redemption.


In the case of an optional redemption pursuant to Section 3.06 hereof,
Securities shall be excluded from eligibility for selection for redemption if
they are identified by registration and certificate number or other
distinguishing symbol in a written statement signed by an authorized officer of
the Company and delivered to the Fiscal Agent 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 Company
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 Company.


Section 3.06           Optional Redemption.


The Securities shall be subject to redemption at the option of the
Company, in whole or in part, at any time or from time to time, prior to
maturity at the Company’s option, at a redemption price equal to the greater
of: (i) 100% of the principal amount of the Securities to be redeemed, or (ii)
as determined by the Quotation Agent (as defined below), the sum of the present
values of the remaining scheduled payments of principal and interest on the
Securities to be redeemed (not including any portion of such payments of
interest accrued as of the Redemption Date) discounted to such Redemption Date
on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate (as defined below), plus 35 basis points (the “Make
Whole Amount”), plus, in each case, accrued and unpaid interest on the
Securities to be redeemed to the Redemption Date. The Company shall pay any
interest due on an interest payment date which occurs on or prior to a
Redemption Date (as defined below) to the registered Holders of the Securities
as of the close of business on the regular record date immediately preceding
that interest payment date.


For purposes of determining the Make Whole Amount, the following
definitions apply:


The term “Comparable Treasury Issue” means
the U.S. Treasury security selected by the Quotation Agent as having a maturity
comparable to the remaining term of the Securities to be redeemed that would be
utilized at the time of selection, and in accordance with customary 



 20
 









financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of the Securities
to be redeemed.


The term “Comparable Treasury Price” means
(1) the average of three Reference Treasury Dealer Quotations (as defined
below) for the Redemption Date, after excluding the highest and lowest of five
Reference Treasury Dealer Quotations, or (2) if the Fiscal Agent obtains fewer
than five Reference Treasury Dealer Quotations, the average of all such
Reference Treasury Dealer Quotations.


The term “Quotation Agent” means one of the
Reference Treasury Dealers appointed by the Fiscal Agent after consultation
with the Company.


“Redemption Date” means the date fixed
for redemption of the Securities.


The term “Reference Treasury Dealer” means
Lehman Brothers Inc., Banc of America Securities LLC and three other primary
U.S. Government securities dealers selected by the Company.


The term “Reference Treasury Dealer Quotations”
means the average, as determined by the Fiscal Agent, of the bid and asked
prices for the Comparable Treasury Issue (expressed, in each case, as a
percentage of its principal amount) quoted in writing to the Fiscal Agent by
such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third
business day preceding the Redemption Date.


The term “Treasury Rate” means the rate per
annum equal to the semiannual equivalent or interpolated (on a day-count basis)
yield to maturity of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for that Redemption Date.


ARTICLE FOUR



COVENANTS


Section 4.01           Certain Definitions.


For the purposes of this Article Four, the following capitalized terms
used in this Agreement shall have the meanings ascribed to them below.


“Indebtedness” means the principal,
premium and interest due on indebtedness of a Person whether outstanding on the
date of this Agreement or thereafter created, incurred or assumed, which is
indebtedness for borrowed money, and any amendments, renewals, extensions,
modifications and refundings of any such indebtedness. For purposes of this
definition, “indebtedness for borrowed money” means: (1) any obligation of, or
any obligation guaranteed by, such person for the repayment of borrowed money,
whether or not evidenced by bonds, debentures, notes or other written
instruments; (2) any obligation of, or any such obligation guaranteed by, such
person evidenced by bonds, debentures, notes or similar written instruments,
including obligations assumed or incurred in connection with the acquisition of
property, assets or businesses, provided, however, that the deferred purchase
price of any property, assets or 



 21
 









businesses will not be considered indebtedness if the
purchase price thereof is payable in full within 90 days from the date on which
such indebtedness was created; (3) any obligation of such person as lessee
under any lease required to be capitalized on the balance sheet of the lessee
under generally accepted accounting principles or under any lease of property
or assets made as part of any sale and lease-back transaction to which such
person is a party; and (4) any obligation of, or any obligation guaranteed by,
any person for the payment of amounts due under a swap agreement or similar
instrument or agreement, or under a foreign currency hedge exchange or similar
instrument or agreement.


“Lien” means any mortgage, deed of trust,
pledge, lien, security interest or other encumbrance (including, without
limitation, any conditional sale or other title retention agreement or lease in
the nature thereof, and any filing or agreement to give a lien or file a
financing statement as a debtor under the Uniform Commercial Code or any
similar statute, other than to reflect ownership by a third party of property
leased to the Company under a lease which is not in the nature of a conditional
sale or title retention agreement).


“Subsidiary” means a direct or indirect
subsidiary of the Company.


“United States” means the United States
of America including its territories and possessions.


Section 4.02           Payment of Securities.


(a)           The
Company shall pay the principal of, premium, if any, and interest on the
Securities on the dates and in the manner provided in the Securities and this
Agreement. An installment of principal or interest shall be considered paid on
the date it is due if the Fiscal Agent or Paying Agent holds on that date money
irrevocably designated for and sufficient to pay the installment. At the
Company’s option, it may pay any interest on any Securities by mailing checks
by first class mail to the Holders of such Securities at their address as shown
on the Registrar’s books; provided that
all payments with respect to Global Securities and Definitive Securities the
Holders of which have given wire transfer instructions to the Company will be
required to be made by wire transfer of same day funds to the accounts in the
United States specified by the Holders thereof. The Company shall pay interest
on overdue principal and premium, if any, at the rate or rates borne by the
Securities; it shall, to the extent lawful, pay interest on overdue
installments of interest at the same rate or rates.


The Company hereby further agrees that all payments
made by the Company or any successor entity of the Company (each a “Payor”) on the Securities will be made without withholding
or deduction for, or on account of, any present or future taxes, duties,
assessments or governmental charges of whatever nature (“Taxes”)
unless the withholding or deduction of such Taxes is then required by law.


(b)           The Payor
will pay any present or future stamp, court or documentary taxes, or any other
excise or property taxes, charges or similar levies that arise in any
jurisdiction from the execution, delivery or registration of any Securities or
any other document or instrument referred to therein.



 22
 









 


Section 4.03           Limitation on Liens.


As long as any Securities are outstanding, the Company shall not, and
it shall not permit  any Subsidiary to,
directly or indirectly, create, assume or incur any Lien on the capital stock
of any Subsidiary or to secure any Indebtedness unless the Securities are
secured equally and ratably with such Indebtedness for at least the time period
such Indebtedness is so secured, other than the following:


(1)            liens existing on the Issuance Date;


(2)            liens on stock or Indebtedness of
entities at the time they become Subsidiaries or existing upon stock or
Indebtedness of a Subsidiary at the time of acquisition of such stock or
Indebtedness;


(3)            liens upon property of entities existing
at the time they become Subsidiaries;


(4)            liens existing on properties when
acquired, or incurred to finance the purchase price or construction thereof;


(5)            liens to extend, renew or replace
any liens referred to above;


(6)            liens relating to sale and leaseback
transactions;


(7)            liens in favor of the Company or one
or more Subsidiaries granted by the Company or a Subsidiary to secure any
intercompany obligations;


(8)            mechanics’, landlords’ and similar
liens;


(9)            liens arising out of legal
proceedings being contested;


(10)          liens for taxes not yet due, or being
contested;


(11)          easements and similar liens not
impairing the use or value of the property involved;


(12)          pledges or deposits in connection with
workers’ compensation, unemployment insurance and other social security
legislation;


(13)          deposits to secure performance of
letters of credit, bids, leases, statutory obligations, surety and appeal
bonds, performance bonds and other obligations of a like nature incurred in the
ordinary course of business;


(14)          any interest or title of a lessor
under any lease entered into in the ordinary course of business;


(15)          liens on assets of any Subsidiary
securing (a) short-term Indebtedness incurred to provide short-term
liquidity to facilitate claims payments in the event of catastrophes;
(b) Indebtedness incurred in the ordinary course of its business or in
securing insurance-related obligations (that do not constitute Indebtedness)
and letters of 



 23
 









credit issued for the
account of any such Subsidiary in the ordinary course of its business or in
securing insurance-related obligations (that do not constitute Indebtedness) or
(c) insurance-related obligations (that do not constitute Indebtedness);
and


(16)          liens otherwise prohibited by this
covenant, securing Indebtedness, if the aggregate amount of all debt then
outstanding secured by such lien and all similar liens (excluding liens
otherwise permitted under this Agreement) does not exceed 15% of the total
consolidated shareholders’ equity of the Company.


Section 4.04           Compliance Certificate.


The Company shall deliver to the Fiscal Agent within 120 days after the
end of each fiscal year of the Company an Officers’ Certificate stating whether
or not the signers know of any Default by the Company in performing its
covenants and obligations hereunder that occurred during the fiscal year and is
continuing. If they do know of such a Default, the Certificate shall describe
the nature and status of the Default. The Certificate need not comply with
Section 11.03.


Section 4.05           Certain Financial Information of the
Company.


For so long as any of the Securities remain outstanding, the Company
has agreed to make available to any Holder of the Securities or prospective
purchaser of the Securities, at their request, the information required by Rule
144A(d)(4) under the Securities Act if, at the time of such request the Company
is not subject to the reporting requirements under Section 13 or 15(d) of the
Exchange Act.


ARTICLE FIVE



SUCCESSOR COMPANY


Section 5.01           When the Company May Merge, etc.


The Company may not consolidate with or merge into any other entity, or
sell, convey, assign, transfer, lease or otherwise dispose of all or
substantially all of its properties or assets as an entirety to any entity,
unless (a) (i) the Company is the continuing corporation, or
(ii) the entity (if other than the Company) (the “Successor
Company”) formed by the consolidation or into which the Company is
merged or the entity that acquires all or substantially all of the properties
and assets of the Company is a corporation, partnership or trust organized and
validly existing under the laws of United States, any State or the District of
Columbia, Bermuda or Sweden and expressly assumes payment of the principal of
and any premium and interest on all the Securities and the performance of all
of the Company’s covenants applicable to the Securities; (b) immediately
thereafter, no Event of Default (and no event that, after notice or lapse of
time, or both, would become an Event of Default) has occurred and is continuing;
and (c) the Company has delivered to the Fiscal Agent required
certificates and opinions relating to the transaction.


The predecessor Company shall be released from its obligations under
this Agreement and the Successor Company shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this
Agreement, but, in the case of a lease of all or



 24















substantially all its assets, the predecessor Company
shall not be released from the obligation to pay the principal of and any
premium and interest on the Securities.


ARTICLE SIX



DEFAULTS AND REMEDIES


Section 6.01           Events of Default.


An “Event of Default” occurs with respect to
the Securities if:


(1)           the Company defaults in the payment
of any installment of interest on any Security when the same becomes due and
payable and such Default continues for a period of 30 days;


(2)           the Company defaults in the payment
of the principal of, or premium, if any, on, any Security when the same becomes
due and payable at maturity, upon redemption or otherwise;


(3)           the Company defaults in the
performance of, or fails to comply with any other term, covenant or agreement
in the Securities or this Agreement (other than those referred to in (1) or (2)
above) and the default continues for the period and after the notice specified
below in the last paragraph of this Section 6.01;


(4)           the Company defaults under any other
series of debt securities or any agreements, indentures or instruments under
which the Company than has outstanding indebtedness in excess of $25 million in
the aggregate, which indebtedness, if not already matured in accordance with
its terms, has been accelerated and the acceleration has not been rescinded or
annulled or the indebtedness has not been discharged within ten days after
notice is given to the Company by the trustee thereunder or to the Company and
the trustee by the holders of at least 25% in aggregate principal amount of
outstanding debt securities of the series, unless (a) prior to the entry of
judgment in favor of the trustee thereunder, the default under that indenture
or instrument is remedied or cured by the Company or waived by the holders of the
indebtedness, or (b) the default results from an action of the United States
government or a foreign government which prevents the Company from performing
its obligations under the agreement, indenture or instrument;


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


(a)            commences a voluntary case;


(b)           consents to the entry of any order for relief from
claims against it in an involuntary case;


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


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


 



 25
 









 


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


(a)            is for relief against the Company in an involuntary
case;


(b)           appoints a Custodian of the Company for all or
substantially all of its property; or


(c)            orders the liquidation of the Company;


and the
order or decree remains unstayed and in effect for 90 days; or


(7)           the Company fails to comply with its
obligations in Article Five.


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


A Default with respect to the Securities under clause (3) is not an
Event of Default until the Fiscal Agent notifies the Company or the Holders of
at least 25% in principal amount of the outstanding Securities notify the
Fiscal Agent and the Company of the Default and the Company does not cure the
Default within 60 days after receipt of the notice. The notice must specify the
Default, demand that it be remedied and state that the notice is a “Notice of Default.”


Section 6.02           Acceleration.


If an Event of Default occurs and is continuing with respect to
Securities, the Fiscal Agent by notice to the Company, or the Holders of at
least 25% in principal amount of outstanding Securities by notice to the
Company and the Fiscal Agent, may declare that the principal of, premium, if
any, and accrued interest on the Securities shall be due and payable
immediately, except that such amount shall become due and payable automatically
in the case of an Event of Default described in clauses (5) and (6) of Section
6.01. Upon such declaration, such principal (or specified amount), premium, if
any, and accrued interest shall be due and payable immediately. The Holders of
a majority in principal amount of the outstanding Securities by notice to the
Company and the Fiscal Agent may rescind an acceleration and its consequences
if the rescission would not conflict with any judgment or decree and if all
existing Events of Default have been cured or waived except nonpayment of
principal, interest or premium, if any, that has become due solely because of
the acceleration.


Section 6.03           Other Remedies.


If an Event of Default with respect to Securities occurs and is
continuing, the Fiscal Agent may pursue any available remedy by proceeding at
law or in equity to collect the payment of principal of, interest or premium,
if any, on, the Securities or to enforce the performance of any provision of
the Securities or this Agreement.


The Fiscal Agent may maintain a proceeding even if it does not possess
any of the Securities or does not produce any of them in the proceeding. A
delay or omission by the Fiscal



 26
 









Agent or any Securityholder in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.


Section 6.04           Waiver of Past Defaults.


Subject to Section 9.02, the Holders of a majority in principal amount
of the outstanding Securities on behalf of the Holders of the outstanding
Securities by notice to the Fiscal Agent may waive an existing past Default or
Event of Default and its consequences but such waiver shall not extend to any
future Event of Default. When a Default or Event of Default is waived by the
Holders of Securities, it is cured and stops continuing.


Section 6.05           Control by Majority.


The Holders of a majority in principal amount of the outstanding
Securities may direct the time, method and place of (1) conducting any
proceeding for any remedy available to the Fiscal Agent with respect to the
Securities; or (2) exercising any trust or power conferred on the Fiscal Agent
with respect to the Securities. However, the Fiscal Agent may refuse to follow
any direction that conflicts with law or this Agreement, or, subject to Section
7.01, that the Fiscal Agent determines would be unduly prejudicial to the
rights of other Securityholders or that would involve the Fiscal Agent in
personal liability. The Fiscal Agent may require indemnity satisfactory to it
from the Holders requesting the Fiscal Agent to enforce this Agreement or the
Securities before doing so.


Section 6.06           Limitation on Suits.


A Securityholder may pursue a remedy with respect to this Agreement or
the Securities only if:


(1)           the Holder gives to the Fiscal Agent
written notice of a continuing Event of Default;


(2)           the Holders of at least 25% in
principal amount of the outstanding Securities make a written request to the
Fiscal Agent to pursue the remedy;


(3)           such Holder or Holders offer to the
Fiscal Agent indemnity satisfactory to the Fiscal Agent against any loss,
liability or expense;


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


(5)           during such 60-day period the Holders
of a majority in principal amount of the outstanding Securities do not give the
Fiscal Agent a direction inconsistent with the request.


A Holder of Securities may not use any provision of this Agreement to
prejudice the rights of another Holder of any Securities or to obtain a
preference or priority over another Holder of any Securities.



 27
 









 


Section 6.07           Rights of Holders to Receive
Payment.


Notwithstanding any other provision of this Agreement, the right of any
Holder of a Security to receive payment of principal of, interest and premium,
if any, on the Security, on or after the respective due dates expressed in the
Security, or to bring suit for the enforcement of any such payment on or after
such respective dates, shall not be impaired or affected without the consent of
the Holder.


Section 6.08           Collection Suit by Fiscal Agent.


If an Event of Default specified in Section 6.01(1) or (2) occurs and
is continuing, the Fiscal Agent may recover judgment in its own name and as
trustee of an express trust against the Company for the whole amount of
principal, interest and any premium remaining unpaid on the Securities.


Section 6.09           Fiscal Agent May File Proofs of
Claim.


The Fiscal Agent may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Fiscal Agent and the Holders of Securities allowed in any judicial proceedings
relative to the Company, its creditors or its property.


Section 6.10           Priorities.


Any money or Cash Equivalents collected, and any money or other
property distributable in respect of the Company’s obligations under this
Agreement after the occurrence of an Event of Default, shall be applied in the
following order:


FIRST:
to the Fiscal Agent and any predecessor fiscal agent of it for the payment and
costs and expenses of collection and for all amounts due under Section 7.05;


SECOND:
to Holders of Securities for amounts due and unpaid on the Securities for
principal, interest and premium, if any, ratably without preference or priority
of any kind, according to the amounts due and payable on the Securities for
principal, interest and premium, if any, respectively; and


THIRD:
to the Company.


The Fiscal Agent may fix a record date and payment date for any payment
to Securityholders pursuant to this Section 6.10.


Section 6.11           Undertaking for Costs.


In any suit for the enforcement of any right or remedy under this
Agreement or in any suit against the Fiscal Agent for any action taken or
omitted by it as Fiscal Agent, a court in its discretion may require the filing
by any party litigant in the suit of an undertaking to pay the costs of the
suit, and the court in its discretion may assess reasonable costs, including
reasonable attorneys’ fees, against any party litigant in the suit, having due
regard to the merits and good 



 28
 









faith of the claims or defenses made by the party
litigant. This Section does not apply to a suit by the Fiscal Agent, a suit by
a Holder pursuant to Section 6.07 or a suit by Holders of more than 25% in
principal amount of the Securities.


Section 6.12           Notice to Holders by Fiscal Agent.


The Fiscal Agent shall, within 90 days after the occurrence of a
Default known to it, give Holders of the Securities notice of Default; however,
the Fiscal Agent may withhold from Holders of the Securities notice of any
continuing Default (except a Default in the payment of principal, interest or
premium, if any) if and so long as a committee of its Responsible Officers in
good faith determines that withholding the notice is in the interests of Holders
of the Securities.


ARTICLE SEVEN



FISCAL AGENT


Section 7.01           Duties of Fiscal Agent.


The Fiscal Agent accepts its obligations herein set forth upon the
terms and conditions hereof, including the following, to all of which the
Company agrees and to all of which the rights of Holders of Securities are
subject:


(a)           Except
during the continuance of an Event of Default,


(1)           the
Fiscal Agent undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement, and no implied covenants or
obligations shall be read into this Agreement against the Fiscal Agent; and


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


(b)           In
case an Event of Default has occurred and is continuing, the Fiscal Agent shall
exercise such of the rights and powers vested in it by this Agreement, 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.


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



 29
 









 


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


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


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


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


(e)           Whether
or not therein expressly so provided, every provision of this Agreement
relating to the conduct or affecting the liability of or affording protection
to the Fiscal Agent shall be subject to the provisions of this Section 7.01.


Section 7.02           Rights of Fiscal Agent.


(1)           The Fiscal Agent may conclusively
rely and shall be fully protected and shall incur no liability for or in
respect of any action taken or thing suffered by it in reliance upon any
Security, notice, direction, consent, certificate, affidavit, statement, or
other document to the extent that such communication conforms to the provisions
set forth herein, believed by it to be genuine and to have been passed or
signed by the proper parties.


(2)           Before the Fiscal Agent acts or
refrains from acting, it may require an Officers’ Certificate or an Opinion of
Counsel. The Fiscal Agent shall not be liable for any action it takes or omits
to take in good faith in reliance on the Certificate or Opinion.


(3)           The Fiscal Agent may act through
agents or attorneys and shall not be responsible for the misconduct or
negligence of any agent or attorneys appointed with due care.


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


(5)           In acting under this Agreement and in
connection with the Securities, the Fiscal Agent is acting solely as an agent
of the Company and does not assume any responsibility for the correctness of
the recitals in the Securities (except for the correctness of the statement of
the Fiscal Agent in its certificate of authentication thereon)



 30















or any obligation or relationship of agency, for or
with any of the owners or Holders of the Securities.


(6)           The Fiscal Agent shall (except as
ordered by a court of competent jurisdiction or as required by any applicable
law), notwithstanding any notice to the contrary, be entitled to treat the
Holder of any Security as the owner thereof as set forth in Section 2.13, shall
not be liable for so doing and shall be indemnified and held harmless by the
Company against any loss, liability, claim, demand or expense arising from or
based upon it so doing.


(7)           Except as may otherwise be agreed,
the Fiscal Agent shall not be under any liability for interest on monies at any
time received by it pursuant to any of the provisions of this Agreement or of
the Securities.


(8)           The Fiscal Agent may consult with
counsel of its selection, and the advice or opinion of counsel or any Opinion
of Counsel shall be full and complete authorization and protection from
liability in respect of any action taken, omitted or suffered by it hereunder
in good faith and in accordance with the advice or opinion of such counsel.


(9)           The Fiscal Agent shall not be deemed
to have notice or be charged with knowledge of any default or Event of Default
with respect to the Securities, unless a Responsible Officer shall have
received written notice of such default or Event of Default from the Company or
by any Holder of the Securities at the Corporate Trust Office and such notice
references this Agreement and the Securities.


(10)         The permissive rights of the Fiscal
Agent enumerated herein shall not be construed as duties.


(11)         Any request or direction of the Company
mentioned herein shall be sufficiently evidenced by a written order of the
Company signed by two Officers of the Company and any resolution of the Board
of Directors may be sufficiently evidenced by a Board Resolution.


(12)         Whenever in the administration of this
Agreement the Fiscal Agent shall deem it desirable that a matter be proved or
established prior to taking, suffering or omitting any action hereunder, the
Fiscal Agent (unless other evidence be herein specifically prescribed) may, in
the absence of bad faith on its part, conclusively rely upon an Officers’
Certificate.


(13)         The Fiscal Agent shall be under no
obligation to exercise any of the rights or powers vested in it by this
Agreement at the request or direction of any of the Holders pursuant to this
Agreement, unless such Holders shall have offered to the Fiscal Agent security
or indemnity satisfactory to the Fiscal Agent against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction.


(14)         The Fiscal Agent shall not be bound to
make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of 



 31
 









indebtedness or other paper or document, but the
Fiscal Agent, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Fiscal Agent shall
determine to make such further inquiry or investigation, it shall be entitled
to examine the books, records and premises of the Company, personally or by
agent or attorney at the sole cost of the Company and shall incur no liability
or additional liability of any kind by reason of such inquiry or investigation.


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


(16)         The Fiscal Agent may request that the
Company 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 Agreement, which Officers’ Certificate may be signed by any
person authorized to sign an Officers’ Certificate, including any person
specified as so authorized in any such certificate previously delivered and not
superseded.


(17)         Anything in this Agreement
notwithstanding, in no event shall the Fiscal Agent be liable for special,
indirect, punitive or consequential loss or damage of any kind whatsoever
(including but not limited to loss of profit), even if the Fiscal Agent has
been advised as to the likelihood of such loss or damage and regardless of the
form of action.


(18)         The Fiscal Agent shall not be
responsible or liable for any failure or delay in the performance of its
obligations under this Agreement arising out of or caused, directly or
indirectly, by circumstances beyond its reasonable control, including, without
limitation, acts of God; earthquakes; fire; flood; terrorism; wars and other
military disturbances; sabotage; epidemics; riots; interruptions; loss or
malfunctions of utilities, computer (hardware or software) or communication
services; accidents; labor disputes; acts of civil or military authority and
governmental action.


Section 7.03           Individual Rights of Fiscal Agent.


The Fiscal Agent in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company with the
same rights it would have if it were not Fiscal Agent. Any Agent may do the
same with like rights.


Section 7.04           Fiscal Agent’s Disclaimer.


The Fiscal Agent makes no representation as to the validity or adequacy
of this Agreement or the Securities, it shall not be accountable for the Company’s
use of the proceeds from the Securities, and it shall not be responsible for
the recitals or for any statement contained herein or in the Securities other
than its certificate of authentication.



 32
 









 


Section 7.05           Compensation and Indemnity.


The Company shall pay to the Fiscal Agent, from time to time, such
compensation as the Company and the Fiscal Agent shall from time to time agree
in writing for all of its services under this Agreement. The Company shall
reimburse the Fiscal Agent upon request for all reasonable expenses,
disbursements and advances incurred or made by it in accordance with any
provision of this Agreement. Such expenses shall include the reasonable
compensation and expenses of the Fiscal Agent’s agents and counsel.


Except as provided below in this paragraph,
the Company shall indemnify the Fiscal Agent, any predecessor fiscal agent of
it and each director, officer, employee and agent of the Fiscal Agent or
predecessor fiscal agent against any loss, liability, cost, claim, action, demand
or expense including taxes (other than taxes based upon, measured by or
determined by the income of the Fiscal Agent), arising out of or in connection
with the acceptance or administration of this Agreement, including all
reasonable costs and expenses in defending itself against any claim (whether
asserted by the Company, or any Holder or any other Person) or liability in
connection with the exercise or performance of any of its powers and duties
under this Agreement, enforcing the provisions of this Section, or performance
of any other duties pursuant to the terms and conditions hereof, except such as
may result from the gross negligence, bad faith or willful misconduct of any
such Person. The Fiscal Agent shall notify the Company promptly of any claim for
which it may seek indemnity but failure to do so shall not relieve the Company
of its obligations under this Section 7.05. The Company need not pay for any
settlement made by the Fiscal Agent without the Company’s consent, which
consent shall not be unreasonably withheld. The Company need not reimburse any
expense or indemnify against any loss or liability incurred by either the
Fiscal Agent or any predecessor fiscal agent of it through its own gross
negligence, bad faith or willful misconduct. In respect of the Company’s
payment obligations in this Section 7.05, the Fiscal Agent shall have a senior
claim and lien prior to the Securities on all money or property held or
collected by the Fiscal Agent as such, except for money or property held in
trust for the benefit of the Holders to pay the principal of and interest and
premium, if any, on particular Securities. In addition to, but without
prejudice to its other rights under this Agreement, when the Fiscal Agent
incurs expenses or renders services in connection with an Event of Default
specified in Sections 6.01(5) and 6.01(6), the expenses (including the
reasonable charges and expenses of its counsel) and the compensation for the
services are intended to constitute expenses of administration under any applicable
federal or state bankruptcy, insolvency or other similar law.


“Fiscal Agent” for purposes of this Section shall include any
predecessor Fiscal Agent; provided, however, that the negligence, willful
misconduct or bad faith of any Fiscal Agent hereunder shall not affect the
rights of any other Fiscal Agent hereunder.


Notwithstanding anything contained in this Agreement to the contrary,
the indemnity agreement set forth in this paragraph shall survive the
termination of this Agreement and the resignation or removal of the Fiscal
Agent.


Section 7.06           Replacement of Fiscal Agent.


The Fiscal Agent may resign upon 30 days’ written notice to the
Company. The Holders of a majority in principal amount of the outstanding
Securities may remove the Fiscal Agent by notifying the removed Fiscal Agent
and the Company. Those Holders may appoint a successor 



 33
 









Fiscal Agent with the Company’s consent. The Company
may remove the Fiscal Agent without prior notice if:


(1)           the Fiscal Agent is adjudged a
bankrupt or an insolvent;


(2)           a receiver or public officer takes
charge of the Fiscal Agent or its property, or


(3)           the Fiscal Agent becomes incapable of
acting.


If the Fiscal Agent resigns or is removed or if a vacancy exists in the
office of Fiscal Agent for any reason, the Company shall promptly appoint a
successor Fiscal Agent. Within one year after the successor Fiscal Agent takes
office, the Holders of a majority in principal amount of the Securities may
appoint a successor Fiscal Agent to replace the successor Fiscal Agent appointed
by the Company.


If a successor Fiscal Agent does not take office within 30 days after
the retiring Fiscal Agent resigns or is removed, the retiring Fiscal Agent, the
Company or the Holders of a majority in principal amount of the Securities may
petition any court of competent jurisdiction for the appointment of a successor
Fiscal Agent.


A successor Fiscal Agent shall deliver a written acceptance of its
appointment to the retiring Fiscal Agent and to the Company. Immediately after
that, the retiring Fiscal Agent shall transfer all property held by it as
Fiscal Agent to the successor Fiscal Agent (subject to its senior claim and
lien), the resignation or removal of the retiring Fiscal Agent shall become
effective, and the successor Fiscal Agent shall have all the rights, powers and
duties of the Fiscal Agent under this Agreement. A successor Fiscal Agent shall
mail notice of its succession to each Holder of Securities for which it acts as
Fiscal Agent.


If at the time a successor to the Fiscal Agent succeeds to the trusts
created by this Agreement any of the Securities shall have been authenticated
but not delivered, the successor to the Fiscal Agent may adopt the certificate
of authentication of any predecessor fiscal agent and deliver the Securities so
authenticated. If at that time any of the Securities shall not have been
authenticated, any successor to the Fiscal Agent may authenticate the
Securities either in the name of any predecessor fiscal agent hereunder or in
the name of the successor fiscal agent. In all such cases the certificate of
authentication shall have the same force and effect which the provisions of the
Securities or this Agreement provided that certificates of authentication of
the Fiscal Agent shall have, except that the right to adopt the certificate of
authentication of any predecessor Fiscal Agent or to authenticate the
Securities in the name of any predecessor Fiscal Agent shall apply only to its
successor or successors by merger, conversion or consolidation.


Section 7.07           Successor Fiscal Agent by Merger, etc.


If the Fiscal Agent consolidates, merges or converts into, or transfers
all or substantially all of its corporate trust assets to, another Person, the
successor Person shall be the successor Fiscal Agent, without any further act.



 34
 









 


ARTICLE EIGHT



DEFEASANCE AND DISCHARGE


Section 8.01           Option to Effect Covenant Defeasance.


The Company may, at the option of its Board of Directors evidenced by a
Board Resolution set forth in an Officers’ Certificate, at any time, elect to
have Section 8.02 hereof be applied to all outstanding Securities upon
compliance with the conditions set forth below in this Article 8.


Section 8.02           Covenant Defeasance.


Upon the Company’s exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, and subject to the satisfaction of the
conditions set forth in Section 8.03 hereof, the Company shall be released from
its obligations under the covenants contained in Sections 4.03 and 4.04
and Article 5 on and after the date the conditions set forth below are
satisfied (hereinafter, “Covenant Defeasance”),
and the Securities shall thereafter be deemed 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 such covenants, but
shall continue to be deemed “outstanding” for all other purposes hereunder (it
being understood that such Securities shall not be deemed outstanding for
accounting purposes). For this purpose, Covenant Defeasance means that, with
respect to the outstanding Securities, the Company may omit to comply with and
shall have no liability in respect of any term, condition or limitation set
forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference
in any such 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 6.01 hereof, but, except as specified above, the remainder of
this Agreement and such Securities shall be unaffected thereby.


Section 8.03           Conditions to Covenant Defeasance.


In order to exercise Covenant Defeasance, the Company must irrevocably
deposit, or caused to be deposited, with the Fiscal Agent (or another fiscal
agent satisfying the requirements of this Agreement), in trust for such
purpose, (1) money in an amount, (2) U.S. Government Obligations that through
the payment of principal and interest in accordance with their terms will
provide money in an amount (“Cash Equivalents”),
or (3) a combination thereof, sufficient in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Fiscal Agent, to pay the principal of,
premium, if any, and interest on, the outstanding Securities at maturity or
upon redemption, together with all other amounts payable by the Company under
this Agreement. Such Covenant Defeasance will become effective 91 days after
such deposit if and only if:


(i)            no Default or Event of Default with
respect to the Securities has occurred and is continuing immediately prior to
the time of such deposit;



 35
 









 


(ii)           no Default or Event of Default shall
have occurred at any time in the period ending on the 91st day after the date
of such deposit and shall be continuing on such 91st day;


(iii)          such defeasance does not result in a
breach or violation of, or constitute a default under, any other agreement or
instrument to which the Company is a party or by which it is bound (and, in
furtherance of such condition, no Default or Event of Default shall result
under this Agreement due to the incurrence of indebtedness to fund such deposit
and the entering into of customary documentation in connection therewith, even
though such documentation may contain provisions that would otherwise give rise
to a Default or Event of Default); and


(iv)          the Company has delivered to the
Fiscal Agent (A) an Opinion of Counsel to the effect that the Holders of the
Securities 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 amount, in the same manner and at the same times as
would have been the case if such Covenant Defeasance had not occurred; and (B)
an Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent relating to such Covenant Defeasance have been complied
with.


Section 8.04           Discharge.


If (i) the Company shall deliver to the Fiscal Agent for cancellation
all Securities theretofore authenticated and delivered (other than any
Securities which shall have been destroyed, lost or stolen and in lieu of or in
substitution for which other Securities shall have been authenticated and
delivered) and not theretofore cancelled, or (ii) all Securities not
theretofore surrendered or delivered to the Fiscal Agent for cancellation shall
have become due and payable, or are by their terms to become due and payable
within one year or are to be called for redemption within one year under
arrangements satisfactory to the Fiscal Agent, and the Company shall
irrevocably deposit with the Fiscal Agent, as trust funds solely for the
benefit of the Holders for that purpose, an amount sufficient to pay at
maturity or upon redemption all of the Securities (other than any Securities
which shall have been destroyed, lost or stolen and in lieu of or in
substitution for which other Securities shall have been authenticated and
delivered) not theretofore surrendered or delivered to the Fiscal Agent for
cancellation, including principal, premium, if any, and interest due or to
become due to such date of maturity or redemption date, as the case may be,
then this Agreement shall cease to be of further force or effect (except as to
rights of registration of transfer or exchange of the Securities provided in
this Agreement) and, at the written request of the Company, accompanied by an
Officers’ Certificate and Opinion of Counsel, each stating that all conditions
precedent provided for herein relating to the satisfaction and discharge of
this Agreement have been complied with, and upon payment of the costs, charges
and expenses incurred or to be incurred by the Fiscal Agent in relation thereto
or in carrying out the provisions of this Agreement, the Fiscal Agent shall
satisfy and discharge this Agreement (“Discharge”); provided
that the Company’s obligations with respect to the payment of principal,
premium, if any, and interest will not terminate until the same shall apply the
moneys so deposited to the payment to the Holders of Securities of all sums due
and to become due thereon.



 36
 









 


Section 8.05           Deposited Money and Government Securities to be Held in Trust; Other
Miscellaneous Provisions.


Subject to Section 8.06 hereof, all money and Cash Equivalents
(including the proceeds thereof) deposited with the Fiscal Agent (or other
qualifying fiscal agent, collectively for purposes of this Section 8.05, the “Fiscal Agent”) pursuant to Section 8.02 hereof in respect of
the outstanding Securities shall be held in trust and applied by the Fiscal
Agent, in accordance with the provisions of such Securities and this Agreement,
to the payment, either directly or through the Paying Agent as the Fiscal Agent
may determine, to the Holders of such Securities of all sums due and to become
due thereon in respect of principal, premium, if any, and interest but such
money and Cash Equivalents need not be segregated from other funds except to
the extent required by law.


The Company shall pay and indemnify the Fiscal Agent against any tax,
fee or other charge imposed on or assessed against the money or Cash
Equivalents deposited pursuant to this Section 8.05 or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding
Securities.


Anything in this Article 8 to the contrary notwithstanding, the Fiscal
Agent shall deliver or pay to the Company from time to time upon the request of
the Company any money or Cash Equivalents held by it as provided in this
Section 8.05 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Fiscal Agent (which may be the opinion delivered under Section
8.03 hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Covenant Defeasance or Discharge.


Section 8.06           Repayment to Company.


Any money and Cash Equivalents deposited with the Fiscal Agent or any
Paying Agent, or then held by the Company or any of its Subsidiaries, in trust
for the payment of the principal of, or premium, if any, or interest on, any
Security and remaining unclaimed for two years after such principal, premium,
if any, or interest has became due and payable shall be paid to the Company on
its request or (if then held by the Company or any of its Subsidiaries) shall,
be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Fiscal Agent or such Paying Agent with respect to such
trust money and Cash Equivalents, and all liability of the Company or any of
its Subsidiaries or Affiliates as fiscal agent thereof, shall thereupon cease; provided, however, that the Fiscal Agent or such Paying
Agent, before being required to make any such repayment, may at the expense of
the Company cause to be published once, in the New York Times, The Wall Street
Journal (national edition) and such foreign publication as may be required by
applicable law, notice that such money and Cash Equivalents remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such notification or publication, any unclaimed. balance of
such money and Cash Equivalents then remaining will be repaid to the Company.



 37















Section 8.07           Reinstatement.


If the Fiscal Agent or Paying Agent is unable to apply any United
States dollars or Cash Equivalents in accordance with Section 8.02 or 8.04
hereof, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company’s obligations under this Agreement and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Section 8.02 or 8.04 hereof until such time as the Fiscal Agent or
Paying Agent is permitted to apply all such assets in accordance with Section
8.02 or 8.04 hereof, as the case may be; provided, however,
that, if the Company makes any payment of principal of, or premium, if any, or
interest on, any Security following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Securities to
receive such payment from the money and Cash Equivalents held by the Fiscal
Agent or Paying Agent.


ARTICLE NINE



AMENDMENTS, SUPPLEMENTS AND WAIVERS


Section 9.01           Without Consent of Holders.


The Company and the Fiscal Agent may amend or supplement this Agreement
or the Securities without notice to or consent of any Securityholder:


(1)           to cure any ambiguity, defect or
inconsistency or to make other format changes;


(2)           to comply with Article Four or Five;


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


(4)           to add to the covenants of the
Company or to add any additional Events of Default for the benefit of all the
Securities;


(5)           to add to or change any of the
provisions of this Agreement to such extent as shall be necessary to permit or
facilitate the issuance of Securities in (i) bearer form, registrable or not
registrable as to principal, and/or (ii) coupon form, registrable or not
registrable as to principal, and to provide for exchangeability of such
Securities with Securities issued hereunder in fully registered form;


(6)           to add to or change any provisions of
this Agreement as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Fiscal Agent;


(7)           to issue Additional Securities
pursuant to Section 2.15; or


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


but none of such changes shall adversely affect the
rights of any Securityholder.



 38
 









 


Section 9.02           With Consent of Holders.


The Company and the Fiscal Agent may amend this Agreement or the
Securities with the written consent of the Holders of at least a majority in
principal amount of the outstanding Securities affected by such supplement or
amendment. The Holders of a majority in principal amount of the outstanding
Securities may waive compliance by the Company in a particular instance with
any provision of this Agreement or the Securities without notice to any Holder
of Securities. Without the consent of each Securityholder affected, however, an
amendment, supplement or waiver, including a waiver pursuant to Section 6.04,
may not:


(1)           change the stated maturity of the
principal of, or any installment of principal of or interest on, the
Securities;


(2)           reduce the principal amount of (or
premium, if any) or any interest on the Securities;


(3)           change the place of payment on any
Security;


(4)           impair the right to institute suit
for the enforcement of any payment on or with respect to any Securities on or
after its stated maturity (or, in the case of redemption, on or after the
Redemption Date); or


(5)           reduce the percentage in principal
amount of outstanding Securities the consent of the Holders of which is
required for modification or amendment of this Agreement or for waiver of
compliance with certain provisions of this Agreement or for waiver of certain
defaults.


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


Section 9.03           Revocation and Effect of Consents.


A consent to an amendment, supplement or waiver by a Holder of a
Security is a continuing consent, irrevocable for a period of nine months from
the date given or, if earlier, until the amendment, supplement or waiver
becomes effective, both as to the Holder giving such consent and as to every
subsequent Holder of a Security or a portion of a Security that evidences the
same debt as the consenting Holder’s Security, even if notation of the consent
is not made on each Security. An amendment, supplement or waiver becomes
effective in accordance with its terms and thereafter binds every
Securityholder.


Section 9.04           Notation on or Exchange of Securities.


If an amendment, supplement or waiver changes the term of a Security,
the Fiscal Agent may require the Holder of the Security to deliver it to the
Fiscal Agent. The Fiscal Agent may place an appropriate notation on the
Security about an amendment, supplement or waiver and return it to the Holder.
Alternatively, the Company in exchange for Securities may issue and the Fiscal
Agent shall authenticate new Securities that reflect an amendment, supplement
or waiver.



 39
 









 


Section 9.05           Fiscal Agent to Sign Amendments, etc.


The Fiscal Agent need not sign any supplement or amendment to this
Agreement that adversely affects its rights. In signing any amendment,
supplement or waiver, the Fiscal Agent shall be entitled to receive, and
(subject to Section 7.02) shall be fully protected in relying upon an Officers’
Certificate and Opinion of Counsel stating that such amendment, supplement or
waiver is not prohibited by the Agreement.


ARTICLE TEN



MISCELLANEOUS


Section 10.01         Notices.


Any notice or communication shall be in writing and delivered in person
or mailed by first-class mail to the other’s address as follows:


	
  

  	
   

  	
  If to the Company:

  	
   

  	
  White Mountains Re Group, Ltd.

  P.O. Box 2275

  Hamilton HMJX Bermuda

  Attn: General Counsel

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy to:

  	
   

  	
  Cravath, Swaine & Moore LLP

  Worldwide Plaza

  825 Eighth Avenue

  New York, New York 10019

  Attn: William J. Whelan, III

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If to the Fiscal Agent:

  	
   

  	
  At the Corporate Trust Office

  



 


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


Any notice or communication mailed to a Holder of a Security shall be
mailed by first class mail to his or her address shown on the register kept by
the Registrar. Failure to mail a notice or communication to a Securityholder or
any defect in it shall not affect its sufficiency with respect to other
Securityholders.


If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it, provided that notices or communications given to the Fiscal Agent
shall be effective only upon actual receipt by the Fiscal Agent at the
Corporate Trust Office.


In case, by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible to mail any notice as
required by this Agreement, than such method of notification as shall be made
with the approval of the Fiscal Agent shall constitute a sufficient mailing of
such notice.



 40
 









 


Section 10.02         Certificate and Opinion as to Conditions Precedent.


Upon any request or application by the Company to the Fiscal Agent to
take any action under this Agreement, the Company shall furnish to the Fiscal
Agent:


(1)           an Officers’ Certificate stating
that, in the opinion of the signers, all conditions precedent, if any, provided
for in this Agreement relating to the proposed action have been complied with;
and


(2)           an Opinion of Counsel stating that,
in the opinion of such counsel, all such conditions precedent have been
complied with.


Section 10.03         Statements Required in Certificate
or Opinion.


Each Officer’s Certificate or Opinion of Counsel with respect to
compliance with a condition or covenant provided for in this Agreement shall
include:


(1)           a statement that the person making
such Officer’s Certificate or Opinion of Counsel 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 Officer’s Certificate or Opinion of Counsel 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.


Section 10.04         Rules by Fiscal Agent, Paying Agent, Registrar.


The Fiscal Agent may make reasonable rules for action by or a meeting
of Securityholders. The Registrar or Paying Agent may make reasonable rules and
set reasonable requirements for its functions.


Section 10.05         Governing Law; Waiver of Trial by Jury.


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


EACH PARTY HERETO, AND EACH HOLDER OF A SECURITY BY ACCEPTANCE THEREOF,
HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.



 41
 









 


Section 10.06         No Recourse Against Others.


All liability described in the Securities of any director, officer,
employee or stockholder, as such, of the Company is waived and released.


Section 10.07         Successors.


All agreements of the Company in this Agreement and the Securities
shall bind its successor. All agreements of the Fiscal Agent in this Agreement
shall bind its successor.


Section 10.08         Execution in Counterparts.


The parties may sign this Agreement in any number of counterparts, each
of which shall be an original, but such counterparts shall together constitute
but one and the same agreement.


Section 10.09         Severability.


If any provision of this Agreement shall be held or
deemed to be or shall, in fact, be illegal, inoperative or unenforceable, the same shall not affect any other provision or
provisions herein contained or render the same invalid, inoperative or
unenforceable to any extent whatever.



 42














 


SIGNATURES


	
  

  	
  WHITE MOUNTAINS RE GROUP, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  	
  Allan Waters

  
	
   

  	
  Title:

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK, as Fiscal

  Agent

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 
















EXHIBIT A


[FORM OF FACE OF NOTE]


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.


THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED
IN THE FISCAL AGENCY AGREEMENT GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY
FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY
PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE FISCAL AGENT MAY MAKE SUCH
NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(b)(ii) AND SECTION
2.06(e) OF THE FISCAL AGENCY AGREEMENT, (II) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE FISCAL AGENCY
AGREEMENT, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE FISCAL AGENT FOR
CANCELLATION PURSUANT TO SECTION 2.11 OF THE FISCAL AGENCY AGREEMENT AND (IV)
THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR
WRITTEN CONSENT OF THE COMPANY.


THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR OTHER
SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY
BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) AGREES THAT IT
WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF
TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT OR ANY SUCCESSOR
PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF
ANY PREDECESSOR OF THIS NOTE) OR THE LAST DAY ON WHICH THE ISSUER OR ANY
AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS
NOTE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW
(THE “RESALE RESTRICTION TERMINATION DATE”), OFFER, SELL OR OTHERWISE TRANSFER
THIS NOTE 



 A-1
 









EXCEPT (A) TO THE ISSUER OR ONE OF ITS AFFILIATES, (B)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER
THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL
BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D)
PURSUANT TO OFFERS AND SALES TO NON U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED
STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E)
PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND (2) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS
NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND;
PROVIDED THAT THE ISSUER, THE FISCAL AGENT AND THE REGISTRAR SHALL HAVE THE
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D) OR
(E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE
FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION OF TRANSFER IN THE FORM
APPEARING ON THE OTHER SIDE OF THIS NOTE IS COMPLETED AND DELIVERED BY THE
TRANSFEROR TO THE FISCAL AGENT. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF
THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THE
TERMS “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY
REGULATION S UNDER THE SECURITIES ACT.(1)






(1)             (Only
to be printed on Global Securities)



 A-2
 









 


CUSIP: [144A:
964152AA0]

[REG. S: G9618XAA3]

ISIN: [144A: US964152AA01]

[REG S: USG9618XXAA30]


No.                                                                                                                                                                                           $


6.375% Senior Notes due 2017


WHITE MOUNTAINS RE GROUP, LTD. a Bermuda holding company, promises to
pay to Cede & Co., or registered assigns, the principal sum of $400,000,000
on March 20, 2017.


Interest Payment Dates: March 20 and September 20


Record Dates: March 5 and September 5



 A-3
 









 


Additional provisions of this Security are set forth on the other side
of this Security.


Dated:                  ,
2007


	
   

  	
   

  	
  WHITE MOUNTAINS RE GROUP,
  LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  FISCAL AGENT’S
  CERTIFICATE OF

  	
   

  	
   

  
	
  AUTHENTICATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:             ,
  2007

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE BANK OF NEW
  YORK

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  as Fiscal Agent,
  certifies that this is one

  	
   

  	
   

  
	
  of the
  Securities referred to in the Fiscal

  	
   

  	
   

  
	
  Agency
  Agreement.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  by

  	
   

  	
   

  	
   

  
	
  Authorized Signatory

  	
   

  	
   

  
					



 



 A-4
 









[FORM OF REVERSE SIDE OF NOTE]


6.375% Senior Notes due 2017


Capitalized terms used herein but not defined shall have the meanings
assigned to them in the Fiscal Agency Agreement referred to below unless
otherwise indicated.


1.             Interest. The Company promises to pay interest on the
principal amount of this Security from March 19, 2007 until maturity. The
Company will pay interest semi-annually on March 20 and September 20 of each
year (each an “Interest Payment Date”),
commencing September 20, 2007, or if any such day is not a Business Day, on the
next succeeding Business Day, which payment shall be deemed made on such
Interest Payment Date. Interest on the Securities will accrue at the rate of
6.375% per annum from the most recent date to which interest has been paid or,
if no interest has been paid, from March 19, 2007, or as otherwise specified
therein. The Company shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law to the extent that such interest is an
allowed claim enforceable against the debtor under such Bankruptcy Law) on
overdue principal and premium, if any, from time to time on demand at the rate
equal to the rate then in effect; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest (without regard to any applicable grace periods) from
time to time on demand at the same rate to the extent lawful. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.


2.             Method of Payment. The Company shall pay the principal of,
premium if any, and interest on, the Securities on the dates and in the manner
provided herein and in the Fiscal Agency Agreement. Principal of, premium if
any, and interest on, Global Securities will be payable by the Company through
the Fiscal Agent to the Depositary in immediately available funds. At the
Company’s option, payment of interest may be made by check in immediately
available funds mailed to such Holder by first class mail on the applicable
Interest Payment Date at the address set forth upon the Register maintained by
the Registrar; provided that all payments with
respect to Global Securities and Definitive Securities the holders of whom have
given wire transfer instructions to the Company will be required to be made by
wire transfer of same day funds to the accounts in the United States specified
by the holders thereof.


3.             Paying Agent and Registrar. Initially, The Bank of New York,
the Fiscal Agent under the Fiscal Agency Agreement, will act as Paying Agent
and Registrar. The Company may change any Paying Agent or Registrar without
notice to any Holder. The Company or any of its Subsidiaries may act in any
such capacity, except that none of the Company, its Subsidiaries or their
Affiliates shall act as Paying Agent or Registrar if a Default or Event of
Default has occurred and is continuing.


4.             Fiscal Agency Agreement.


The Company issued the Securities under a Fiscal Agency Agreement,
dated as of March 19, 2007, (as may be further amended, supplemented or restated
from time to time, the 



 A-5
 









“Fiscal Agency Agreement”),
among the Company and the Fiscal Agent. The terms of the Securities include
those stated in the Fiscal Agency Agreement. The Securities are subject to all
such terms, and Holders are referred to the Fiscal Agency Agreement for a
statement of such terms. The Securities are general unsecured obligations of
the Company.


5.               Optional Redemption. The Securities shall be subject to
redemption at the option of the Company, in whole or in part, at any time or
from time to time, prior to maturity at the Company’s option, at a redemption
price equal to the greater of: (i) 100% of the principal amount of the
Securities to be redeemed, or (ii) as determined by the Quotation Agent (as
defined in the Fiscal Agency Agreement), the sum of the present values of the
remaining scheduled payments of principal and interest on the Securities to be
redeemed (not including any payments of interest accrued as of the date fixed
for redemption (the “Redemption Date”))
discounted to such Redemption Date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate (as defined in
the Fiscal Agency Agreement), plus 35 basis points, plus, in each case, accrued
and unpaid interest on the Securities to be redeemed to the Redemption Date.


6.               Denominations, Transfer, Exchange. The Securities are in
registered form without coupons in minimum denominations of $2,000 and integral
multiples of $1,000. The transfer of Securities may be registered and
Securities may be exchanged as provided in the Fiscal Agency Agreement. The
Registrar and the Fiscal Agent may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and the Company may
require a Holder to pay any taxes and fees required by law or permitted by the
Fiscal Agency Agreement. The Company need not exchange or register the transfer
of any Security or portion of a Security selected for redemption, except for
the unredeemed portion of any Security being redeemed in part. Also, it need
not exchange or register the transfer of any Securities for a period of 15 days
before a selection of Securities to be redeemed or during the period between a
record date and the corresponding Interest Payment Date.


7.             Persons Deemed Owners. The registered Holder of a Security
may be treated as its owner for all purposes.


8.             Unclaimed Money. If money for the payment of principal,
premium if any, or interest remains unclaimed for two years after such
principal, premium or interest has become due and payable, the Fiscal Agent and
the Paying Agent will pay the money back to the Company at its request. After
that, all liability of the Fiscal Agent and such Paying Agent with respect to
such money shall cease.


9.             Defeasance Prior to Redemption or Maturity. Subject to
certain conditions contained in the Fiscal Agency Agreement, the Company at any
time may terminate some or all of its obligations under the Securities and the
Fiscal Agency Agreement if the Company deposits with the Fiscal Agent money or
Cash Equivalents sufficient to pay the principal of, and premium and interest
on, the Securities to redemption or maturity, as the case may be.


10.           Amendment,
Supplement and Waiver. Subject to certain exceptions, the Fiscal
Agency Agreement and the Securities may be amended or supplemented with the
consent of the Holders of at least a majority in principal amount of the
Securities then outstanding, and any 



 A-6
 









existing Default or Event of Default or compliance
with any provision of the Fiscal Agency Agreement or the Securities may be
waived with the consent of the Holders of a majority in principal amount of the
then outstanding Securities. Without notice to or the consent of any Holder of
a Security, the Fiscal Agency Agreement or the Securities may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to comply with the
covenants contained in the Fiscal Agency Agreement, to provide for
uncertificated Securities in addition to or in place of certificated
Securities, to add to the covenants of the Company or to add any additional
Events of Default for the benefit of all the Securities, to add to or change
any of the provisions of the Fiscal Agency Agreement to such extent as shall be
necessary to permit or facilitate the issuance of Securities in bearer form,
registrable or not registrable as to principal, and/or coupon form, registrable
or not registrable as to principal, and to provide for exchangeability of such
Securities with Securities issued hereunder in fully registered form, to add to
or change any provisions of the Fiscal Agency Agreement as shall be necessary
to provide for or facilitate the administration of the trusts thereunder by
more than one Fiscal Agent, to issue Additional Securities pursuant to the Fiscal
Agency Agreement, or to make any change that does not adversely affect the
rights of any Holder of the Securities; provided that none of such changes
shall adversely affect the rights of any Holder of the Securities.


11.           Defaults and
Remedies. An Event of Default occurs if: (i) the Company defaults in
the payment of any installment of interest on any Security when the same
becomes due and payable and the Default continues for a period of 30 days, (ii)
the Company defaults in the payment of the principal of, or premium, if any,
on, any Security when the same becomes due and payable at maturity, upon
redemption or otherwise, (iii) the Company defaults in the performance of, or
fails to comply with any of its other agreements in the Securities or the
Fiscal Agency Agreement (other than those referred to in (i) or (ii) above) and
the default continues for 60 days after notice by the Fiscal Agent or Holders
of at least 25% in principal amount of Securities outstanding, (iv) the Company
defaults under any other series of debt securities or any agreements,
indentures or instruments under which the Company then has outstanding
indebtedness in excess of $25 million in the aggregate which indebtedness, if
not already matured in accordance with its terms, has been accelerated and the
acceleration has not been rescinded or annulled or the indebtedness has not
been discharged within ten days after notice is given to the Company by the
Fiscal Agent or to the Company and the Fiscal Agent by the holders of at least
25% in aggregate principal amount of outstanding debt securities of the series,
unless (a) prior to the entry of judgment in favor of the trustee or like party
thereunder, the default under that indenture or instrument is remedied or cured
by the Company or waived by the holders of the indebtedness, or (b) the default
results from an action of the United States government or a foreign government
which prevents the Company from performing its obligations under the agreement,
indenture or instrument, (v) the Company pursuant to or within the meaning of
any Bankruptcy Law: commences a voluntary case, consents to the entry of any
order for relief from claims against it in an involuntary case, consents to the
appointment of a Custodian of it or for all or substantially all of its
property, or makes a general assignment for the benefit of its creditors, (vi)
a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that: is for relief against the Company in an involuntary case,
appoints a Custodian of the Company or for all or substantially all of its
property, or orders the liquidation of the Company and the order or decree
remains unstayed and in effect for 90 days, or (vii) the Company consolidates
with or merges into any other entity, or sells, conveys, assigns, transfers,
leases or otherwise disposes of all or substantially all of its properties or
assets as an entirety to


 



 A-7















any entity, and (i) the Company is not the
continuing corporation, or (ii) the entity (if other than the Company)
(the “Successor Company”) formed by the
consolidation or into which the Company is merged or the entity that acquires
all or substantially all of the properties and assets of the Company is not a
corporation, partnership or trust organized and validly existing under the laws
of United States, any State or the District of Columbia, Bermuda or Sweden and
does not expressly assume payment of the principal of and any premium and
interest on all the Securities and the performance of all of the Company’s
covenants applicable to the indebtedness.


12.           Fiscal Agent’s
Dealings with Company. The Fiscal Agent, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or Affiliates, and may otherwise deal with the Company or its
Affiliates, as if it were not the Fiscal Agent.


13.           No Recourse
Against Others. No past, present or future director, officer,
employee, agent, manager, incorporator, stockholder or other Affiliate of the
Company shall have any liability for any obligations of the Company under any
of the Securities or the Fiscal Agency Agreement or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder by
accepting a Security waives and releases all such liability. The waiver and
release are part of the consideration for the issuance of the Securities.


14.           Authentication.
This Security shall not be valid until authenticated by the manual signature of
the Fiscal Agent or an authenticating agent.


15.           Abbreviations.
Customary abbreviations may be used in the name of a Holder or an assignee,
such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties),
JT TEN (= joint tenants with right of survivorship and not as tenants in
common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).


16.           CUSIP
Numbers. Pursuant to a recommendation promulgated by the Committee
on Uniform Security Identification Procedures, the Company has caused CUSIP
numbers to be printed on the Securities and the Fiscal Agent may use CUSIP
numbers in notices of redemption and purchase as a convenience to Holders. No
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of redemption or purchase and
reliance may be placed only on the other identification numbers placed thereon.
Any such redemption or purchase shall not be affected by any defect or omission
in such numbers.


17.           Governing
Law. THE FISCAL AGENCY AGREEMENT AND THIS SECURITY SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


18.           Successor
Corporation. In the event a successor corporation assumes all the
obligations of the Company under the Securities and the Fiscal Agency
Agreement, pursuant to the terms thereof, the Company will be released from all
such obligations.


The Company will furnish to any Holder upon
written request and without charge to the Holder a copy of the Fiscal Agency
Agreement. Requests may be made to:



 A-8
 









 


	
  Attention of:

  	
  White Mountains Re Group, Ltd.

  
	
   

  	
  P.O. Box 2275

  
	
   

  	
  Hamilton HMJX Bermuda

  
	
   

  	
  Attn: General Counsel

  



 



 A-9
 









 


ASSIGNMENT FORM


To assign this Security, fill in the form below:


(I) or (we) assign and transfer this Security to:


(Insert assignee’s
legal name)


(Insert assignee’s soc. sec. or tax I.D. no.)










(Print or type assignee’s name, address and zip code)


and irrevocably appoint

to transfer this Security on the books of the Company. The agent may substitute
another to act for him.


	
  Date:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Your Signature:

  	
   

  	
   

  
	
  (Sign exactly as
  your name appears on the face of this Security)

  
	
   

  
	
  Signature
  Guarantee*:

  	
   

  	
   

  
							



 


*                    Participant
in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Fiscal Agent).



 A-10
 









 


SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL
SECURITY*


The following exchanges
of a part of this Global Security for an interest in another Global Security,
or exchanges of a part of another Global Security for an interest in this
Global Security, have been made:


	
  Date of

  Exchange

  	
   

  	
  Amount of

  decrease in

  Principal Amount

  of this Global

  Security

  	
   

  	
  Amount of

  increase in

  Principal Amount

  of this Global

  Security

  	
   

  	
  Principal Amount

  of this Global

  Security

  following such

  decrease

  (or increase)

  	
   

  	
  Signature of

  authorized

  signatory of

  Fiscal Agent or

  Security

  Custodian

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 A-11















 


EXHIBIT B


FORM OF CERTIFICATE OF TRANSFER


White Mountains Re Group, Ltd.

P.O. Box 2275

Hamilton HMJX Bermuda

Attn: General Counsel


The Bank of New
York

101 Barclay Street

Corporate Trust Department

Corporate Finance Group

New York, NY 10286

Attn: Geovanni Barris


Re:                               6.375%
Senior Notes due 2017


Reference is hereby made to the Fiscal Agency Agreement, dated as of
March 19, 2007 (the “Fiscal Agency Agreement”),
between White Mountains Re Group, Ltd., a Bermuda holding company (the “Company”) and The Bank of New York, as fiscal agent (the “Fiscal Agent”). Capitalized terms used but not defined
herein shall have the meanings given to them in the Fiscal Agency Agreement.


_________________, (the “Transferor”) owns and proposes to transfer the Security[ies]
or interest in such Security[ies] specified in Annex A hereto, in the principal
amount of $________ in such Security[ies] or interests (the “Transfer”), to                               (the “Transferee”),
as further specified in Annex A hereto. In connection with the Transfer, the
Transferor hereby certifies that:


[CHECK ALL THAT APPLY]


1.             o
Check if Transferee will take delivery of a
beneficial interest in the 144A Global Security. The Transfer is
being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the “Securities Act”), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest is being transferred to a Person that the Transferor reasonably
believed and believes is purchasing the beneficial interest for its own
account, or for one or more accounts with respect to which such Person
exercises sole investment discretion, and such Person and each such account is
a “qualified institutional buyer” within the meaning of Rule 144A in a
transaction meeting the requirements of Rule 144A and such Transfer is in
compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with
the terms of the Fiscal Agency Agreement, the transferred beneficial interest
will be subject to 



 B-1
 









the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Security and in the Fiscal Agency
Agreement and the Securities Act.


2.             o
Check if Transferee will take delivery of a
beneficial interest in the Regulation S Global Security. The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and, accordingly, the Transferor hereby further
certifies that (i) the Transfer is not being made to a person in the United
States and (x) at the time the buy order was originated, the Transferee was
outside the United States or such Transferor and any Person acting on its
behalf reasonably believed and believes that the Transferee was outside the
United States or (y) the transaction was executed on or through the facilities
of a designated offshore securities market and neither such Transferor nor any
Person acting on its behalf knows that the transaction was prearranged with a
buyer in the United States, (ii) no directed selling efforts have been made in
contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S
under the Securities Act, (iii) the transaction is not part of a plan or scheme
to evade the registration requirements of the Securities Act and (iv) if the
proposed transfer is being made prior to the expiration of the Distribution
Compliance Period, the transfer is not being made to a U.S. Person or for the
account or benefit of a U.S. Person. Upon consummation of the proposed transfer
in accordance with the terms of the Fiscal Agency Agreement, the transferred
beneficial interest will be subject to the restrictions on Transfer enumerated
in the Private Placement Legend printed on the Regulation S Global Security and
in the Fiscal Agency Agreement and the Securities Act.


3.             o
Check and complete if Transferee will take
delivery of a beneficial interest pursuant to any provision of the Securities
Act other than Rule 144A or Regulation S. The Transfer is being
effected in compliance with the transfer restrictions applicable to beneficial
interests in Global Securities and pursuant to and in accordance with the
Securities Act and any applicable blue sky securities laws of any state of the
United States, and accordingly the Transferor hereby further certifies that
(check one):


(a)           o
such Transfer is being effected pursuant to and in accordance with Rule 144
under the Securities Act;


or


(b)           o
such Transfer is being effected to the Company or a subsidiary thereof;


or


(c)           o
such Transfer is being effected pursuant to an effective registration statement
under the Securities Act and in compliance with the prospectus delivery
requirements of the Securities Act.


This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.



 B-2
 









 


	
  

  	
  [Insert Name of
  Transferor]

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 



 B-3
 









 


ANNEX A TO CERTIFICATE OF TRANSFER


1.             The Transferor owns and proposes to
transfer the following:


[CHECK ONE]


o            a beneficial interest in the:


o            144A Global Security (CUSIP                                             ),
or


o            Regulation S Global Security (CUSIP                                               ),
or


o            Temporary Regulation S Global
Security (CUSIP                           ).


2.             After the Transfer the Transferee
will hold:


[CHECK ONE]


o            a beneficial interest in the:


o            144A Global Security (CUSIP                                             ),
or


o            Regulation S Global Security (CUSIP                                               ),
or


o            Temporary Regulation S Global
Security (CUSIP                           ).


o            a Definitive Security


in accordance with
the terms of the Fiscal Agency Agreement


 



 B-4















 


EXHIBIT C


[FORM OF CERTIFICATE TO BE DELIVERED UPON

TERMINATION OF RESTRICTED PERIOD]


[Date]


White Mountains Re Group,
Ltd.

P.O. Box 2275

Hamilton HMJX Bermuda

Attn: General Counsel


The Bank of New York

101 Barclay Street

Corporate Trust Department

Corporate Finance Group

New York, NY 10286

Attn: Geovanni Barris


Re: 6.375% Senior Notes
due 2017


Ladies and Gentlemen:


Reference is hereby made to the Fiscal Agency Agreement, dated as of
March 30, 2006 (the “Fiscal Agency Agreement”),
between White Mountains Re Group, Ltd., a Bermuda holding company (the “Company”) and The Bank of New York, as fiscal agent (the “Fiscal Agent”). Capitalized terms used but not defined
herein shall have the meanings given to them in the Fiscal Agency Agreement.


This letter relates to Securities represented by a temporary global
security (the “Temporary Regulation S Global Security”). Pursuant to
Section 2.1 of the Fiscal Agency Agreement, we hereby certify that the persons
who are the beneficial owners of $[          ]
principal amount of Securities represented by the Temporary Regulation S Global
Security are persons outside the United States to whom beneficial interests in
such Securities could be transferred in accordance with Rule 904 of Regulation
S promulgated under the Securities Act of 1933, as amended. Accordingly, you
are hereby requested to issue a Regulation S Global Security representing the
undersigned’s interest in the principal amount of Securities represented by the
Temporary Regulation S Global Security, all in the manner provided by the
Fiscal Agency Agreement.



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You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby. Terms used in this letter have the
meanings set forth in Regulation S.


	
  

  	
  [Insert Name of
  Transferor]

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 



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