<PAGE>

                                                                     EXHIBIT 4.2

                      PLATINUM UNDERWRITERS HOLDINGS, LTD.

                                       TO

                              JPMORGAN CHASE BANK,

                                     Trustee

                                    INDENTURE

                          Dated as of [ _______ ], 2004

                                 DEBT SECURITIES

<PAGE>

                                Table of Contents

<TABLE>
<CAPTION>
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<S>                                                                                                                <C>
ARTICLE 1            DEFINITIONS................................................................................     2

    Section 1.1         Certain Terms Defined...................................................................     2
ARTICLE 2            SECURITY FORMS.............................................................................    11

    Section 2.1         Forms Generally.........................................................................    11
    Section 2.2         Form of Trustee's Certificate of Authentication.........................................    11
    Section 2.3         Form of Trustee's Certificate of Authentication by an Authenticating Agent..............    11
    Section 2.4         Securities Issuable in the Form of Global Securities....................................    12
ARTICLE 3            THE SECURITIES.............................................................................    13

    Section 3.1         Amount Unlimited; Issuable in Series....................................................    13
    Section 3.2         Form and Denominations..................................................................    17
    Section 3.3         Authentication, Dating and Delivery of Securities.......................................    17
    Section 3.4         Execution of Securities.................................................................    19
    Section 3.5         Certificate of Authentication...........................................................    20
    Section 3.6         Registration, Registration of Transfer and Exchange.....................................    20
    Section 3.7         Mutilated, Destroyed, Lost and Stolen Securities........................................    21
    Section 3.8         Payment of Interest and Certain Additional Amounts; Interest Rights and Certain
                        Additional Amounts Preserved............................................................    22
    Section 3.9         Cancellation of Securities; Destruction Thereof.........................................    23
    Section 3.10        Temporary Securities....................................................................    23
    Section 3.11        Computation of Interest.................................................................    24
    Section 3.12        CUSIP Numbers...........................................................................    24
ARTICLE 4            COVENANTS OF THE COMPANY...................................................................    24

    Section 4.1         Payment of Securities...................................................................    24
    Section 4.2         Offices or Agency.......................................................................    24
    Section 4.3         Money for Securities Payments to Be Held in Trust.......................................    25
    Section 4.4         Additional Amounts......................................................................    26
    Section 4.5         Redemption for Tax Purposes.............................................................    28
    Section 4.6         Corporate Existence.....................................................................    29
    Section 4.7         Certificates to Trustee.................................................................    29
    Section 4.8         Calculation of Original Issue Discount..................................................    29
ARTICLE 5            SECURITYHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE............................    30

    Section 5.1         Company to Furnish Trustee Information as to Names and Addresses of Securityholders.....    30
    Section 5.2         Preservation and Disclosure of Securityholder Lists.....................................    30
    Section 5.3         Reports by the Company..................................................................    31
    Section 5.4         Reports by the Trustee..................................................................    32
ARTICLE 6            REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT............................    32
</TABLE>

                                       i

<PAGE>

                                Table of Contents
                                   (continued)

<TABLE>
<CAPTION>
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<S>                                                                                                                <C>
    Section 6.1         Event of Default Defined; Acceleration of Maturity; Waiver of Default...................    32
    Section 6.2         Collection of Indebtedness by Trustee; Trustee May Prove Debt...........................    35
    Section 6.3         Application of Proceeds.................................................................    37
    Section 6.4         Suits for Enforcement...................................................................    38
    Section 6.5         Restoration of Rights on Abandonment of Proceedings.....................................    38
    Section 6.6         Limitations on Suits by Securityholders.................................................    39
    Section 6.7         Unconditional Right of Securityholders to Institute Certain Suits.......................    39
    Section 6.8         Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default.................    39
    Section 6.9         Control by Holders of Securities........................................................    40
    Section 6.10        Waiver of Past Defaults.................................................................    40
    Section 6.11        Trustee to Give Notice of Default, But May Withhold in Certain Circumstances............    41
    Section 6.12        Right of Court to Require Filing of Undertaking to Pay Costs............................    41
    Section 6.13        Waiver of Usury, Stay or Extension Laws.................................................    41
    Section 6.14        Delay or Omission Not Waiver............................................................    42
ARTICLE 7            CONCERNING THE TRUSTEE.....................................................................    42

    Section 7.1         Duties and Responsibilities of the Trustee; During Default; Prior to Default............    42
    Section 7.2         Certain Rights of the Trustee...........................................................    43
    Section 7.3         Trustee Not Responsible for Recitals, Disposition of Securities or Application of
                        Proceeds Thereof........................................................................    45
    Section 7.4         Trustee and Agents May Hold Securities; Collections, etc................................    45
    Section 7.5         Moneys Held by Trustee..................................................................    45
    Section 7.6         Compensation and Indemnification of Trustee and Its Prior Claim.........................    45
    Section 7.7         Right of Trustee to Rely on Officers' Certificate, etc..................................    46
    Section 7.8         Qualification of Trustee; Conflicting Interests.........................................    46
    Section 7.9         Persons Eligible for Appointment as Trustee.............................................    46
    Section 7.10        Resignation and Removal; Appointment of Successor Trustee...............................    47
    Section 7.11        Acceptance of Appointment by Successor Trustee..........................................    48
    Section 7.12        Merger, Conversion, Consolidation or Succession to Business of Trustee..................    49
    Section 7.13        Preferential Collection of Claims Against the Company...................................    49
    Section 7.14        Authenticating Agent....................................................................    50
ARTICLE 8            CONCERNING THE HOLDERS OF SECURITIES.......................................................    51

    Section 8.1         Action by Holders.......................................................................    51
</TABLE>

                                       ii

<PAGE>

                                Table of Contents
                                   (continued)

<TABLE>
<CAPTION>
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<S>                                                                                                                <C>
    Section 8.2         Proof of Execution of Instruments by Holders of Securities..............................    51
    Section 8.3         Holders to be Treated as Owners.........................................................    52
    Section 8.4         Securities Owned by Company Deemed Not Outstanding......................................    52
    Section 8.5         Right of Revocation of Action Taken.....................................................    53
ARTICLE 9            HOLDERS' MEETINGS..........................................................................    53

    Section 9.1         Purposes of Meetings....................................................................    53
    Section 9.2         Call of Meetings by Trustee.............................................................    54
    Section 9.3         Call of Meetings by Company or Holders..................................................    54
    Section 9.4         Qualifications for Voting...............................................................    54
    Section 9.5         Regulations.............................................................................    54
    Section 9.6         Voting..................................................................................    55
    Section 9.7         No Delay of Rights by Reason of Meeting.................................................    56
ARTICLE 10           SUPPLEMENTAL INDENTURES....................................................................    56

    Section 10.1        Supplemental Indentures Without Consent of Securityholders..............................    56
    Section 10.2        Supplemental Indentures With Consent of Securityholders.................................    58
    Section 10.3        Notice of Supplemental Indenture........................................................    59
    Section 10.4        Effect of Supplemental Indenture........................................................    59
    Section 10.5        Documents To Be Given to Trustee........................................................    60
    Section 10.6        Notation on Securities in Respect of Supplemental Indentures............................    60
ARTICLE 11           CONSOLIDATION, AMALGAMATION, MERGER OR SALE................................................    60

    Section 11.1        Company May Consolidate, Etc., Only on Certain Terms....................................    60
    Section 11.2        Opinion of Counsel......................................................................    61
    Section 11.3        Successor Person Substituted............................................................    61
ARTICLE 12           SATISFACTION AND DISCHARGE OF INDENTURE, UNCLAIMED MONEYS..................................    61

    Section 12.1        Satisfaction and Discharge of Securities of Any Series..................................    61
    Section 12.2        Defeasance and Covenant Defeasance......................................................    63
    Section 12.3        Application of Trust Money..............................................................    68
    Section 12.4        Repayment of Moneys Held by Paying Agent................................................    68
    Section 12.5        Return of Unclaimed Moneys Held by Trustee and Paying Agent.............................    68
ARTICLE 13           MISCELLANEOUS PROVISIONS...................................................................    69

    Section 13.1        Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual
                        Liability...............................................................................    69
</TABLE>

                                      iii

<PAGE>

                                Table of Contents
                                   (continued)

<TABLE>
<CAPTION>
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    Section 13.2        Provisions of Indenture for the Sole Benefit of Parties and Securityholders.............    69
    Section 13.3        Successors and Assigns of Company Bound by Indenture....................................    69
    Section 13.4        Notices to Holders; Waiver..............................................................    69
    Section 13.5        Addresses for Notices...................................................................    70
    Section 13.6        Officers' Certificates and Opinions of Counsel; Statements to Be Contained Therein......    70
    Section 13.7        Separability Clause.....................................................................    71
    Section 13.8        Legal Holidays..........................................................................    71
    Section 13.9        Conflict of Any Provision of Indenture with Trust Indenture Act.........................    72
    Section 13.10       Governing Law...........................................................................    72
    Section 13.11       Judgment Currency.......................................................................    72
    Section 13.12       No Security Interest Created............................................................    72
    Section 13.13       Submission to Jurisdiction..............................................................    73
    Section 13.14       Counterparts............................................................................    73
    Section 13.15       Effect of Headings......................................................................    73
ARTICLE 14           REDEMPTION OF SECURITIES...................................................................    74

    Section 14.1        Applicability of Article................................................................    74
    Section 14.2        Notice of Redemption; Selection of Securities...........................................    74
    Section 14.3        Payment of Securities Called for Redemption.............................................    76
ARTICLE 15           SINKING FUNDS..............................................................................    77

    Section 15.1        Applicability of Article................................................................    77
    Section 15.2        Satisfaction of Mandatory Sinking Fund Payment with Securities..........................    77
    Section 15.3        Redemption of Securities for Sinking Fund...............................................    77
</TABLE>

                                       iv

<PAGE>

                      PLATINUM UNDERWRITERS HOLDINGS, LTD.

*        Reconciliation and tie between Trust Indenture Act of 1939, as amended
         by the Trust Reform Act of 1990, and Indenture, dated as of [ ______],
         2004.

<TABLE>
<CAPTION>
                         Section of the
                   Trust Indenture Act of 1939                                    Section of Indenture
                   ---------------------------                                    --------------------
<S>                                                                           <C>
310(a)(1), (2) and (5)...............................................         7.9
310(a)(3), and (4)...................................................         Inapplicable
310(b)...............................................................         7.8 and 7.10(a) and (b)
311(a)...............................................................         7.13(a) and (c)(i) and (iii)
311(b)...............................................................         7.13(b)
312(a)...............................................................         5.1 and 5.2(a)
312(b)...............................................................         5.2(b)
312(c)...............................................................         5.2(b)
313(a)...............................................................         5.4(a)
313(b)(1)............................................................         Inapplicable
313(b)(2)............................................................         5.4(b)
313(c)...............................................................         5.4(c)
313(d)...............................................................         5.4(d)
314(a)...............................................................         4.10 and 5.3
314(b)...............................................................         Inapplicable
314(c)(1) and (2)....................................................         13.6
314(c)(3)............................................................         Inapplicable
314(d)...............................................................         Inapplicable
314(e)...............................................................         13.6
315(a), (c) and (d)..................................................         7.1
315(b)...............................................................         6.11
315(e)...............................................................         6.12
316(a)(1)............................................................         6.9
316(a)(2)............................................................         Inapplicable
316(a) (last sentence)...............................................         8.4
316(b)...............................................................         6.7
316(c)...............................................................         8.1
317(a)...............................................................         6.2
317(b)...............................................................         4.2 and 4.3
318(a)...............................................................         13.9
</TABLE>

--------------------
*        This reconciliation and tie shall not, for any purpose, be deemed to be
         part of the Indenture or to have any bearing upon the interpretation of
         any of its terms or provisions.

                                       1
<PAGE>


         INDENTURE, dated as of [ _______ ], 2004, between PLATINUM UNDERWRITERS
HOLDINGS, LTD., a Bermuda corporation (the "Company"), having its principal
office at The Belvedere Building, 69 Pitts Bay Road, Pembroke, Bermuda, HM 08
and JPMorgan Chase Bank, a New York banking corporation duly organized and
existing under the laws of the State of New York, as Trustee, having its
principal corporate trust office at 4 New York Plaza, 15th Floor, New York, New
York 10018, Attention: Institutional Trust Services.

                             Recitals of the Company

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

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

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities by the Persons acquiring the same, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders of the Securities
or of the Securities of any series, without giving any priority of any one
Security or series over any other, except as otherwise expressly provided
herein, as follows:

                                   ARTICLE 1

                                   DEFINITIONS

         Section 1.1 Certain Terms Defined. The following terms (except as
otherwise expressly provided or unless the context otherwise clearly requires)
for all purposes of this Indenture, including any indenture supplemental hereto,
have the respective meanings specified in this Section. All other terms used in
this Indenture that are defined in the Trust Indenture Act or the definitions of
which in the Securities Act of 1933 are referred to in the Trust Indenture Act
or that are defined by rule of the Commission under the Trust Indenture Act
(except as herein otherwise expressly provided or unless the context otherwise
clearly requires) have the meanings assigned to such terms in said Trust
Indenture Act and in said Securities Act or in said Commission rule under the
Trust Indenture Act as in force at the date on which this Indenture was
originally executed (subject to Section 10.1 and Section 10.2). The words
"herein", "hereof" and "hereunder" and other words of similar import refer to
this Indenture as a whole and not to any particular Article, Section or other
subdivision. All references herein to "Articles" or other subdivisions are to
the corresponding Articles or other subdivisions of this Indenture. The terms
defined in this Article have the meanings assigned to them in this Article and
include the plural as well as the singular.

                                       2
<PAGE>

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

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

         "Authenticating Agent" means, with respect to any series of Securities,
any authenticating agent appointed by the Trustee, with respect to that series
of Securities, pursuant to Section 7.14.

         "Authorized Newspaper" means a newspaper or financial journal printed
in the English language, customarily published at least once a day, and
customarily published for at least five days in each calendar week, whether or
not published on days that are legal holidays and of general circulation; or, in
the alternative, shall mean such form of communication as may have come into
general use for the dissemination of information of import similar to that of
the information specified to be published by the provisions hereof. Whenever
successive publications are required or authorized to be made in Authorized
Newspapers, the successive publications may be made (unless otherwise expressly
provided herein) in the same or different newspapers meeting the foregoing
requirements and in each case on any Business Day. In case, by reason of the
suspension of publication of any Authorized Newspaper, or for any other cause,
it shall be impractical without unreasonable expense to make publication of any
notice in an Authorized Newspaper as required by this Indenture, then such
method of publication or notification as shall be made with the approval of the
Company shall be deemed the equivalent of the required publication of such
notice in an Authorized Newspaper.

         "Board of Directors" means either the board of directors of the Company
or any committee of such Board of Directors or Officer duly authorized to act
with respect to a particular matter on behalf of the Board of Directors.

         "Board Resolution" means a copy of a resolution certified by the
Secretary or any Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

         "Business Day", when used with respect to any Place of Payment or any
other location specified in the Securities or this Indenture, means each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in that Place of Payment or location are generally authorized or
obligated by law, regulation or

                                       3
<PAGE>

executive order to close, except as may be otherwise specified as contemplated
by Section 3.1.

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

         "Capitalized Lease Obligation" means an obligation under a lease that
is required to be capitalized for financial reporting purposes in accordance
with generally accepted accounting principles, and the amount of Indebtedness
represented by such obligation shall be the capitalized amount of such
obligation determined in accordance with such principles.

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

         "Common Stock" in respect of any Corporation means Capital Stock of any
class or classes (however designated) which has no preference as to the payment
of dividends, or as to the distribution of assets upon any voluntary or
involuntary liquidation or dissolution of such Corporation, and which is not
subject to redemption by such Corporation.

         "Company" means Platinum Underwriters Holdings, Ltd., a Bermuda company
and its successors and assigns.

         "Company Order" and "Company Request" mean a written order or request
signed in the name of the Company by the president, any vice president or the
treasurer or controller and by any assistant treasurer, any assistant
controller, the secretary or any assistant secretary of the Company, and
delivered to the Trustee.

         "Consolidated Book Value" in respect of any Person means the total of
the amounts shown on the balance sheet of such Person and its consolidated
Subsidiaries, determined on a consolidated basis in accordance with GAAP, as of
the end of the most recent fiscal quarter of such Person ending at least 45 days
prior to the taking of any action for the purpose of which the determination is
being made, as (i) the par or stated value of all outstanding Capital Stock of
such Person plus (ii) paid-in capital or capital surplus relating to such
Capital Stock plus (iii) any retained earnings or earned surplus plus (iv) any
accumulated other comprehensive income, less any accumulated deficit.

         "Conversion Event" means the cessation of use of (i) a Foreign Currency
both by the government of the country or the confederation which issued such
Foreign Currency and for the settlement of transactions by a central bank or
other public

                                       4
<PAGE>

institutions of or within the international banking community or (ii) any
currency unit or composite currency for the purposes for which it was
established.

         "Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be administered,
which office, on the date of original execution of this Indenture, is located at
4 New York Plaza, 15th Floor, New York, New York, 10018 or at any other time at
such other address as the Trustee may designate from time to time by notice to
the parties hereto, or at the principal corporate trust office of any successor
trustee as to which such successor trustee may notify the parties hereto in
writing.

         "Corporation" includes corporations, limited liability companies,
incorporated associations, companies and business trusts.

         "Depository" means, with respect to the Securities of any series or any
Tranche thereof, which, in accordance with the determination of the Company,
will be issued in whole or in part in the form of one or more Global Securities,
The Depository Trust Company, New York, New York, another clearing agency or any
successor registered under the Exchange Act, or other applicable statute or
regulation, which, in each case, shall be designated by the Company pursuant to
either Section 2.4 or Section 3.1. If at any time there is more than one such
Person, "Depository" as used with respect to the Securities of any such series
or Tranche thereof means the Depository with respect to the Securities of that
series or Tranche.

         "Designated Subsidiary" means any present or future consolidated
Subsidiary of the Company, the Consolidated Book Value of which constitutes at
least 10% of the Consolidated Book Value of the Company.

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

         "Exchange Act" means the Securities Exchange Act of 1934 and the rules
and regulations promulgated thereunder, in each case as amended from time to
time.

         "Event of Default" means any event or condition specified as such in
Section 6.1.

         "Foreign Currency" means any currency, currency unit or composite
currency, including, without limitation, the euro, issued by the government of
one or more countries other than the United States of America or by any
recognized confederation or association of such governments.

         "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Standards Accounting Board, and as are applicable to the financial
statements of the Company, in each case as of the date of any computation
required hereunder.

                                       5
<PAGE>

         "Global Security" means, with respect to all or any part of any series
of Securities, a Security executed by the Company and authenticated and
delivered by the Trustee to the Depository or pursuant to the Depository's
instruction, all in accordance with this Indenture and pursuant to a Company
Order, which shall be registered in the name of the Depository or its nominee
and the ownership of which will be registered in a "book-entry" or other system
maintained by the Depository.

         "Government Obligations" means securities which are (i) direct
obligations of the United States of America or the other government or
governments or confederation or association of governments which issued the
Foreign Currency in which the principal of or any premium or interest on such
Security or any Additional Amounts in respect thereof shall be payable, in each
case where the payment or payments thereunder are supported by the full faith
and credit of such government or governments or confederation or association of
governments; or (ii) obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States of America or such
other government or governments or confederation or association of governments,
in each case where the timely payment or payments thereunder are unconditionally
guaranteed as a full faith and credit obligation by the United States of America
or such other government or governments or confederation or association of
governments, and which, in the case of (i) or (ii), are not callable or
redeemable at the option of the issuer or issuers thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific payment of interest on
or principal of or other amount with respect to any such Government Obligation
held by such custodian for the account of the holder of a depository receipt,
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the Government
Obligation or the specific payment of interest on or principal of or other
amount with respect to the Government Obligation evidenced by such depository
receipt.

         "Holder", "Registered Holder" and "Securityholder" mean, with respect
to a Security, the Person in whose name such Security is registered in the
Securities Register (which terms, in the case of a Global Security, mean the
Depository, notwithstanding that the Depository maintains a "book-entry" or
other system for identification of ownership in respect of such Global
Security).

         The term "include" (and other forms of such term) means "include,
without limitation".

         "Indebtedness" means, with respect to any Person, (i) the principal of
and any premium and interest on (a) indebtedness of such Person for money
borrowed or (b) indebtedness evidenced by notes, debentures, bonds or other
similar instruments for the payment of which such Person is responsible or
liable; (ii) all Capitalized Lease Obligations of such Person; (iii) all
obligations of such Person issued or assumed as the deferred purchase price of
property, all conditional sale obligations and all obligations under any title
retention agreement (but excluding trade accounts payable arising in the
ordinary course of business); (iv) all obligations of such Person for the
reimbursement

                                       6
<PAGE>

of any obligor on any letter of credit, banker's acceptance or similar credit
transaction (other than obligations with respect to letters of credit securing
obligations (other than obligations described in (i) through (iii) above)
entered into in the ordinary course of business of such Person to the extent
such letters of credit are not drawn upon or, if and to the extent drawn upon,
such drawing is reimbursed no later than the third Business Day following
receipt by such Person of a demand for reimbursement following payment on the
letter of credit); (v) all obligations of the type referred to in clauses (i)
through (iv) of other Persons and all dividends of other Persons for the payment
of which, in either case, such Person is responsible or liable as obligor,
guarantor or otherwise, the amount thereof being deemed to be the lesser of the
stated recourse, if limited, and the amount of the obligation or dividends of
the other Person; (vi) all obligations of the type referred to in clauses (i)
through (v) of other Persons secured by any lien on any property or asset of
such Person (whether or not such obligation is assumed by such Person), the
amount of such obligation being deemed to be the lesser of the value of such
property or assets or the amount of the obligation so secured; and (vii) any
amendments, modifications, refundings, renewals or extensions of any
indebtedness or obligation described as Indebtedness in clauses (i) through (vi)
above.

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

         The term "interest" means, with respect to any Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity and, when used with respect to a Security which provides
for the payment of Additional Amounts pursuant to Section 4.4, includes such
Additional Amounts.

                        "Interest Payment Date" means, with respect to any
Security, the Stated Maturity of an installment of interest on such Security.

         "Judgment Currency" has the meaning specified in Section 13.11.

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

         "New York Banking Day" has the meaning specified in Section 13.11.

         "Officer" means the Chairman of the Board, the Vice Chairman of the
Board, the President, any Vice President, the Treasurer, any Assistant
Treasurer, the Controller, the Secretary, any Assistant Controller or any
Assistant Secretary of the Company.

         "Officers' Certificate" means a certificate signed by an Officer and
delivered to the Trustee, except as otherwise specifically set forth herein.

                                       7
<PAGE>

         "Opinion of Counsel" means an opinion in writing signed by legal
counsel who may be an employee of or counsel to the Company.

         "Original Issue Discount Security" means any Security that provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration with respect thereto pursuant to Section 6.1.

         "Outstanding" (subject to Section 8.4) means, with reference to
Securities as of the date of determination, all Securities authenticated and
delivered under this Indenture, except:

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

         (b)      Securities, or portions thereof, for the payment or redemption
of which moneys in the necessary amount shall have been irrevocably deposited in
trust with the Trustee or with any Paying Agent (other than the Company) or
shall have been set aside, segregated and held in trust by the Company for the
Holders of such Securities (if the Company shall act as its own Paying Agent) or
for the payment of which Government Obligations shall have been irrevocably
deposited in trust with the Trustee in accordance with ARTICLE 12; provided
that, if such Securities, or portions thereof, are to be redeemed prior to the
Stated Maturity thereof, notice of such redemption shall have been given as
herein provided, or provision satisfactory to the Trustee shall have been made
for giving such notice;

         (c)      any such Security with respect to which the Company has
effected defeasance pursuant to the terms hereof, except to the extent provided
in Section 12.2;

         (d)      Securities in substitution for which other Securities shall
have been authenticated and delivered, or which shall have been paid, pursuant
to the terms of Section 3.7 (except with respect to any such Security as to
which proof satisfactory to the Trustee and the Company is presented that such
Security is held by a Person in whose hands such Security is a legal, valid and
binding obligation of the Company); and

         (e)      any such Security converted or exchanged as contemplated by
this Indenture into Common Stock of the Company or other securities, if the
terms of such Security provide for such conversion or exchange pursuant to
Section 3.1.

         In determining whether Holders of the requisite principal amount of
Outstanding Securities of any or all series have made or given any request,
demand, authorization, direction, notice, consent or waiver hereunder, or are
present to constitute a quorum at a meeting of Holders of Securities, (i) the
principal amount of an Original Issue Discount Security that shall be deemed to
be Outstanding for such purposes shall be the amount of the principal thereof
that would be due and payable as of the date of such determination upon a
declaration of acceleration with respect thereto pursuant to Section 6.1 and
(ii) Securities owned by the Company or any other obligor upon the Securities or
any Affiliate of the Company or such other obligor, shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in

                                       8
<PAGE>

making such a determination or relying upon any such quorum, consent or vote,
only Securities which a Responsible Officer of the Trustee actually knows to be
so owned shall be so disregarded.

         "Overdue Rate" means, with respect to any Security of Securities, the
rate designated as such in or pursuant to the resolution of the Board of
Directors or the supplemental indenture, as the case may be, relating to such
Security as contemplated by Section 3.1.

         "Paying Agent" means any Person authorized by the Company to pay the
principal of, or premium, if any, or interest, if any, on, any Securities on
behalf of the Company.

         "Periodic Offering" means an offering of Securities of a series from
time to time, any or all of the specific terms of which Securities, which may be
in one or more Tranches, including the rate or rates of interest, if any,
thereon, the Stated Maturity or Maturities thereof and the redemption
provisions, if any, with respect thereto, are to be determined by the Company or
its agents from time to time subsequent to the initial request for
authentication and delivery of such Securities by the Trustee, all as
contemplated in Section 3.1.

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

         "Place of Payment" means, with respect to any Security, the place or
places where the principal of, and premium, if any, and interest, if any, on,
such Security are payable as specified pursuant to Section 3.1.

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same Indebtedness as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 3.7 in lieu of a lost,
destroyed, mutilated or stolen Security shall be deemed to evidence the same
debt as the lost, destroyed or stolen Security.

         "Redemption Date" means, with respect to any Security to be redeemed,
the date fixed for such redemption by or pursuant to this Indenture.

         "Redemption Price" means, with respect to any Security or portion
thereof to be redeemed, the price at which it is to be redeemed pursuant to this
Indenture.

         "Registered Holder": See "Holder".

         "Regular Record Date" for the interest payable on any Interest Payment
Date on a Security means the date specified for that purpose pursuant to Section
3.1 or as specified in Section 3.8.

                                       9
<PAGE>

         "Required Currency" has the meaning specified in Section 13.11.

         "Responsible Officer" means, with respect to the Trustee, any officer
assigned to the Corporate Trust office, with direct responsibility for the
administration of this Indenture, and also, with respect to a particular matter,
any other officer, to whom such matter is referred because of such Officer's
knowledge of and familiarity with the particular subject.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Securities Register" and "Securities Registrar": See Section 3.6.

         "Security" or "Securities" has the meaning stated in the recitals of
this Indenture.

         "Special Record Date" for the payment of any defaulted interest means a
date fixed pursuant to Section 3.8.

         "Stated Maturity" means, with respect to any Security or any
installment of principal thereof or interest thereon or any Additional Amounts
with respect thereto, the date specified in such Security as the fixed date on
which the principal of such Security or such installment of principal or
interest is, or such Additional Amounts are, due and payable (without regard to
any provisions for redemption, prepayment, acceleration, purchase or extension).

         "Subsidiary" means, in respect of any Person, any Corporation, limited
or general partnership or other business entity of which at the time of
determination more than 50% of the voting power of the shares of its Capital
Stock or other interests (including partnership interests) entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is owned or controlled, directly or
indirectly, by (i) such Person, (ii) such Person and one or more Subsidiaries of
such Person or (iii) one or more Subsidiaries of such Person.

         "Tranche" means a group of Securities which (a) are of the same series
and (b) are identical except as to principal amount and/or date of issuance.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, as in force at the date as of which this Indenture was executed;
provided, however, that in the event that such Act is amended after such date,
"Trust Indenture Act" means, to the extent required by such amendment, the Trust
Indenture Act of 1939 as so amended.

         "Trustee" means the Person identified as "Trustee" in the first
paragraph hereof and, subject to the provisions of ARTICLE 7, shall also include
any successor trustee.

                                       10
<PAGE>

         "United States," means the United States of America (including the
states thereof and the District of Columbia), its territories and possessions
and other areas subject to its jurisdiction.

         "Vice President" means any vice president, whether or not designated by
a number or a word or words added before or after the title "vice president".

                                   ARTICLE 2

                                 SECURITY FORMS

         Section 2.1 Forms Generally. The Securities of each series shall be in
substantially such form as shall be established pursuant to Section 3.1, in each
case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture or any indenture
supplemental hereto, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as the Company
may deem appropriate and as are not contrary to the provisions of this
Indenture, or as may be required to comply with any law or with any rules made
pursuant thereto or with any rules of any securities exchange or of any
automated quotation system, or to conform to usage, all as determined by the
officers executing such Securities, as conclusively evidenced by their execution
of the Securities.

         The definitive Securities shall be prepared by the Company and shall be
printed, lithographed or engraved on steel-engraved borders, or may be produced
in any other manner, all as determined by the officers executing such
Securities, as conclusively evidenced by their execution of such Securities,
subject to the rules of any securities exchange or automated quotation system on
which such Securities are listed or quoted and (with respect to Global
Securities) to the rules of the Depository.

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

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

                                      __________________________________________
                                      JPMorgan Chase Bank, as Trustee

                                      By _______________________________________
                                         Authorized Officer

         Section 2.3 Form of Trustee's Certificate of Authentication by an
Authenticating Agent.

         If at any time there shall be an Authenticating Agent appointed with
respect to any series of Securities, then the Trustee's Certificate of
Authentication by

                                       11
<PAGE>

such Authenticating Agent on all Securities of each such series shall be in
substantially the following form:

                                      __________________________________________
                                      JPMorgan Chase Bank, as Trustee

                                      By [NAME OF AUTHENTICATING AGENT],
                                         Authenticating Agent

                                      By _______________________________________
                                         Authorized Signatory

         Section 2.4 Securities Issuable in the Form of Global Securities. (a)
If the Company shall establish pursuant to Section 3.1 that the Securities of a
particular series are to be issued in whole or in part as one or more Global
Securities, then the Company shall execute, and the Trustee shall, in accordance
with Section 3.3 and the Company Order deliver to the Trustee thereunder,
authenticate and make available for delivery, one or more Global Securities,
each of which (i) shall represent an aggregate principal amount equal to the
aggregate principal amount of the Outstanding Securities of such series to be
represented by such Global Security and may also provide that the aggregate
amount of Outstanding Securities represented thereby may from time to time be
increased or reduced to reflect exchanges, (ii) shall be registered in the name
of the Depository or its nominee, (iii) shall be delivered by the Trustee to the
Depository or pursuant to the Depository's instruction and (iv) if required by
the Depository, shall bear a legend reflecting the Company's interest in such
Global Security.

         (b)      Notwithstanding any provision of Section 3.6, any Global
Security thereof may be transferred, in whole but not in part, and in the manner
provided in Section 3.6, only to another nominee of the Depository for such
series or Tranche, or to a successor Depository for such series selected or
approved by the Company or to a nominee of such successor Depository.

         (c)      If at any time the Depository for Securities of a series or
Tranche thereof notifies the Company that it is unwilling or unable to continue
as Depository for Securities of such series or Tranche or if at any time the
Depository shall no longer be registered or in good standing under the Exchange
Act, or other applicable statute or regulation, and a successor Depository is
not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such condition, as the case may be, this Section
shall no longer be applicable to the Securities of such series or Tranche and
the Company will execute, and the Trustee, upon receipt of a Company Order for
the authentication and delivery of individual Securities of such series or
Tranche, will authenticate and make available for delivery, Securities of such
series or Tranche, in authorized denominations, and in an aggregate principal
amount equal to the aggregate principal amount of the Global Security or Global
Securities of such series or Tranche in exchange for such Global Security or
Global Securities.

                                       12
<PAGE>

         The Company may at any time determine that Securities of any series or
Tranche thereof shall no longer be represented by one or more Global Securities
and that the provisions of this Section shall no longer apply to the Securities
of such series or Tranche. In such event the Company will execute and the
Trustee, upon receipt of a Company Order for the authentication and delivery of
individual Securities of such series or Tranche, will authenticate and make
available for delivery Securities of such series or Tranche, in authorized
denominations, and in an aggregate principal amount equal to the aggregate
principal amount of the Global Security or Global Securities of such series or
Tranche in exchange for such Global Security.

         If specified by the Company pursuant to Section 3.1 with respect to a
series of Securities or Tranche thereof, the Depository for such series or
Tranche may surrender a Global Security for such series or Tranche in exchange
in whole or in part for individual Securities of such series or Tranche on such
terms as are acceptable to the Company and such Depository. Thereupon, the
Company shall execute, and the Trustee shall authenticate and make available for
delivery, without service charge,

                  (i)      to each Person specified by such Depository a new
         individual Security or Securities of the same series or Tranche, of any
         authorized denomination as requested by such Person in aggregate
         principal amount equal to and in exchange for such Persons' beneficial
         interest in the Global Security; and

                  (ii)     to such Depository a new Global Security in a
         denomination equal to the difference, if any, between the principal
         amount of the surrendered Global Security and the aggregate principal
         amount of individual Securities delivered to Holders thereof.

         In any exchange provided for in any of the preceding paragraphs of this
Section, the Company will execute and the Trustee will authenticate and make
available for delivery individual Securities in registered form in authorized
denominations.

         Upon the exchange of a Global Security for individual Securities, such
Global Security shall be cancelled by the Trustee. Individual Securities issued
in exchange for a Global Security pursuant to this Section shall be registered
in such names and in such authorized denominations as the Depository for such
Global Security shall instruct the Trustee. The Trustee shall make such
Securities available for delivery to the Persons in whose names such Securities
are so registered.

                                   ARTICLE 3

                                 THE SECURITIES

         Section 3.1 Amount Unlimited; Issuable in Series. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

                                       13
<PAGE>

         The Securities may be issued from time to time in one or more series.
With respect to the Securities of any particular series, there shall be
established in, or pursuant to the authority granted in, a resolution of the
Board of Directors, and set forth in an Officers' Certificate, or established in
one or more indentures supplemental hereto prior to the issuance of Securities
of a series:

         (a)      the form of the Securities of the series;

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

         (c)      any limit upon the aggregate principal amount of the
Securities of the series that may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 2.4, Section 3.6, Section 3.7, Section 3.10 or
Section 14.3);

         (d)      the date or dates on which the Securities of the series may be
issued;

         (e)      the date or dates, which may be serial, on which the principal
of, and premium, if any, on, the Securities of the series are payable;

         (f)      the rate or rates, or the method of determination thereof, at
which the Securities of the series shall bear interest, if any, any Overdue Rate
(including the rate or rates at which overdue principal shall bear interest, if
different from the rate or rates at which such Securities shall bear interest
prior to Maturity, and, if applicable, the rate or rates at which overdue
premium or interest shall bear interest, if any); any formulary or other method
or other means by which any such rate or rates shall be determined, by reference
to an index or other fact or event ascertainable outside this Indenture or
otherwise; the date or dates from which such interest shall accrue the method or
methods, if any, by which such date or dates are to be determined, the Interest
Payment Dates on which such interest shall be payable and the Regular Record
Date, if other than as set forth in Section 3.8, for the determination of
Holders to whom interest is payable, whether and under what circumstances
Additional Amounts (in addition to those set forth in Section 4.4) on such
Securities or any of them shall be payable, the notice, if any, to Holders
regarding the determination of interest on a floating rate Security, and the
manner of giving such notice, and the basis upon which interest shall be
calculated if other than that of a 360-day year of twelve 30-day months;

         (g)      the place or places where the principal of, and premium, if
any, and interest on or any Additional Amounts, if any, with respect to such
Securities of the series shall be payable (if other than as provided in Section
4.2);

         (h)      the provisions, if any, establishing the price or prices at
which, the date or dates on which, the period or periods within which and the
terms and conditions upon which Securities of the series may be redeemed, in
whole or in part, at the option of the Company, pursuant to any sinking fund or
otherwise;

                                       14
<PAGE>

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

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

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

         (l)      whether the Securities of the series are to be issued as
Original Issue Discount Securities and, if so, the amount of the discount with
respect thereto;

         (m)      if other than the principal amount thereof, the portion of the
principal amount of the Securities of the series which shall be payable upon
declaration of acceleration with respect thereto pursuant to Section 6.1 or
payable in bankruptcy pursuant to Section 6.2;

         (n)      any Events of Default or restrictive covenants provided for
with respect to the Securities of the series, if other than as set forth in
Section 6.1, ARTICLE 4 and ARTICLE 11;

         (o)      in case the Securities of the series do not bear interest, the
applicable dates for the purpose of Section 5.1(a);

         (p)      whether either or both of Section 12.2(b) relating to
defeasance or Section 12.2(c) relating to covenant defeasance shall not be
applicable to the Securities of such series, or any covenants in addition to
those specified in Section 12.2(c) relating to the Securities of such series
which shall be subject to covenant defeasance, and any deletions from, or
modifications or additions to, the provisions of ARTICLE 12 in respect of the
Securities of such series;

         (q)      any trustees, paying agents, transfer agents or registrars
with respect to the Securities of the series;

         (r)      whether the Securities of the series are issuable in whole or
in part as one or more Global Securities and, in such case, the identity of the
Depository for such Global Security or Global Securities;

                                       15
<PAGE>

         (s)      any restrictions on registrations of transfer with respect to
the Securities of the series and any legend reflecting such restrictions to be
placed on such Securities;

         (t)      if the amount of payment of principal of, and premium, if any,
or interest on or Additional Amounts, if any, with respect to such Securities of
the series may be determined with reference to an index, formula or other
method, and, if so, the terms and conditions upon which and the manner in which
such amounts shall be determined;

         (u)      any exceptions to Section 13.8 or in the definition of
"Business Day" with respect to the Securities of the series;

         (v)      if other than U.S. dollars, the Foreign Currency in which the
Securities of such series shall be denominated and in which payments or
principal of, and any premium or interest on or Additional Amounts with respect
to, such Securities shall or may be payable;

         (w)      if the principal of, any premium or interest on or any
Additional Amounts with respect to any of such Securities are to be payable, at
the election of the Company or a Holder thereof or otherwise, in Dollars or in a
Foreign Currency other than that in which such Securities are stated to be
payable, the date or dates on which, the period or periods within which, and the
other terms and conditions upon which, such election may be made, and the time
and manner of determining the exchange rate between the Currency in which such
Securities are stated to be payable and the Currency in which such Securities or
any of them are to be paid pursuant to such election, and any deletions from or
modifications of or additions to the terms of this Indenture to provide for or
to facilitate the issuance of Securities denominated or payable, at the election
of the Company or a Holder thereof or otherwise, in a Foreign Currency; and

         (x)      any other terms of the series and any other modifications or
additions to this Indenture in respect of such Securities (which terms shall not
be contrary to the provisions of this Indenture).

         With respect to Securities of a series subject to a Periodic Offering,
such resolution of the Board of Directors or indenture supplemental hereto may
provide general terms or parameters and may provide that the specific terms of
particular Securities, and the Persons authorized to determine such terms or
parameters, may be determined in accordance with or pursuant to the Company
Order referred to in Section 3.3.

         All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in, or
pursuant to the authority granted in, such resolution of the Board of Directors
or in any such indenture supplemental hereto.

         Anything herein to the contrary notwithstanding, the Trustee shall be
under no obligation to authenticate and deliver Securities of any series the
terms of

                                       16
<PAGE>

which, established as contemplated by this Section, would affect the rights,
duties, obligations, liabilities or immunities of the Trustee under this
Indenture.

         Section 3.2 Form and Denominations. In the absence of any specification
pursuant to Section 3.1 with respect to the Securities of any series, the
Securities of such series shall be issuable in fully registered form, without
coupons, in denominations of $1,000 and any integral multiple thereof.

         Section 3.3 Authentication, Dating and Delivery of Securities. At any
time and from time to time after the original execution and delivery of this
Indenture, the Company may deliver Securities of any series, executed by the
Company, to the Trustee for authentication. Except as otherwise provided in this
Article, the Trustee shall thereupon authenticate and make available for
delivery, or cause to be authenticated and delivered, said Securities to or upon
a Company Order, without any further action by the Company; provided, however,
that the Trustee shall authenticate and make available for delivery Securities
of such series for original issue from time to time in the aggregate principal
amount established for such series pursuant to such procedures, acceptable to
the Trustee and to such recipients, as may be specified from time to time by a
Company Order. The maturity dates, original issue dates, interest rates and any
other terms of the Securities of such series shall be determined by or pursuant
to such Company Order and procedures. If provided for in such procedures, such
Company Order may authorize authentication and delivery pursuant to oral
instructions from the Company or its duly authorized agent, which instructions
shall be promptly confirmed in writing.

         In authenticating such Securities and accepting the responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, prior to the initial authentication of such Securities, and
(subject to Section 7.1) shall be fully protected in relying upon:

         (a)      a Board Resolution relating thereto;

         (b)      an Officers' Certificate or an forth the terms of such
Securities executed supplemental indenture as provided in Section 3.1;

         (c)      an Officers' Certificate which shall state that all conditions
precedent provided for in this Indenture relating to the issuance of such
Securities have been complied with, that no Event of Default with respect to any
series of Securities has occurred and is continuing and that the issuance of
such Securities does not constitute and will not result in (i) any Event of
Default or any event or condition, which, upon the giving of notice or the lapse
of time or both, would become an Event of Default or (ii) any default under the
provisions of any other instrument or agreement by which the Company is bound;
and

         (d)      an Opinion of Counsel, which shall state:

                  (i)      that the form and the terms of such Securities have
         been duly authorized by the Company and have been established in
         conformity with the provisions of this Indenture;

                                       17
<PAGE>

                  (ii)     that such Securities, when authenticated and
         delivered by the Trustee and issued by the Company in the manner and
         subject to any conditions specified in such opinion of Counsel, will
         constitute valid and binding obligations of the Company enforceable in
         accordance with their terms, except to the extent enforceability may be
         limited by applicable bankruptcy, insolvency, reorganization,
         moratorium, arrangement, fraudulent conveyance, fraudulent transfer and
         other similar laws affecting the enforcement of creditors' rights
         generally and by general principles of equity (regardless of whether
         enforceability is considered in a proceeding in equity or at law);

                  (iii)    that no consent, approval, authorization, order,
         registration or qualification of or with any court or any governmental
         agency or body having jurisdiction over the Company is required for the
         execution and delivery of such Securities by the Company, except such
         as have been obtained (and except that no opinion need be expressed as
         to state securities or "blue sky" laws); and

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

         Notwithstanding the provisions of Section 3.1 and of the immediately
preceding paragraph, with respect to Securities of a series subject to a
Periodic Offering, the Trustee shall be entitled to receive the Officers'
Certificate otherwise required pursuant to Section 3.3(c) and the Opinion of
Counsel required by this Section 3.3(d) only once at or prior to the time of the
first authentication and delivery of such Securities (provided that such Opinion
of Counsel addresses the authentication and delivery of all such Securities) and
that, in lieu of the opinions described in clauses (ii) and (iii) above, Counsel
may opine that:

         (x) when the terms of such Securities shall have been established
pursuant to a Company Order or Orders or pursuant to such procedures as may be
specified from time to time by a Company Order or Orders, all as contemplated by
and in accordance with the instrument or instruments delivered pursuant to
clause (i) above, such terms will have been duly authorized by the Company and
will have been established in conformity with the provisions of this Indenture;
and

         (y) when such Securities shall have been authenticated and delivered by
the Trustee in accordance with this Indenture and the Company Order or orders or
the specified procedures referred to in paragraph (x) above and issued and
delivered by the Company in the manner and subject to any conditions specified
in such opinion of Counsel, such Securities will constitute valid obligations of
the Company enforceable in accordance with their terms except to the extent
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting the enforcement of
creditors rights generally and by the effect of general

                                       18
<PAGE>

principles of equity (regardless of whether enforceability is considered in a
proceeding in equity or at law).

         With respect to Securities of a series subject to a Periodic Offering,
the Trustee may conclusively rely, as to the authorization by the Company of any
of such Securities, the forms and terms thereof, the validity thereof and the
compliance of the authentication and delivery thereof with the terms and
conditions of this Indenture, upon the Opinion or Opinions of Counsel, the
Officers' Certificate and the certificates and other documents delivered
pursuant to this Section 3.3 at or prior to the time of the first authentication
and delivery of Securities of such series until any of such opinions,
certificates or other documents have been superseded or revoked or expire by
their terms; provided, however, that any request by the Company to the Trustee
to authenticate and deliver Securities of such series shall constitute a
representation and warranty by the Company that as of the date of such request
the statements made in the most recent Officers' Certificate delivered pursuant
to Section 3.3(c) are true and correct as if made on and as of the date thereof.

         The Trustee shall have the right to decline to authenticate and make
available for delivery any Securities under this Section if the Trustee, being
advised by counsel reasonably acceptable to the Trustee and the Company,
determines that such action would expose the Trustee to personal liability.

         Each Security shall be dated the date of its authentication, except as
otherwise provided pursuant to Section 3.1 with respect to the series of which
such Security is a part and except that any substitute Security under Section
3.7 shall be dated so that neither gain nor loss in interest shall result from
any mutilation, destruction, loss or theft of the relevant Predecessor Security.

         Section 3.4 Execution of Securities. The Securities shall be signed in
the name of and on behalf of the Company by both (a) its president or any vice
president and (b) its treasurer, any assistant treasurer, its secretary or any
assistant secretary, under its corporate seal which may, but need not, be
attested. Such signatures may be the manual or facsimile signatures of such
officers. The seal of the Company may be in the form of a facsimile thereof and
may be impressed, affixed, imprinted or otherwise reproduced thereon.
Typographical and other minor errors or defects in any such reproduction of the
seal or any such signature shall not affect the validity or enforceability of
any Security that has been duly authenticated and delivered by the Trustee.

         In case any officer of the Company who shall have signed any of the
Securities shall cease to be such officer before the Security so signed shall be
authenticated and delivered by or on behalf of the Trustee or disposed of by the
Company, such Securities nevertheless may be authenticated and delivered or
disposed of as though the Person who signed such Securities had not ceased to be
such officer of the Company; and any Security may be signed on behalf of the
Company by such Persons as, at the actual date of the original execution of such
Security, shall be the proper officers of

                                       19
<PAGE>

the Company, although at the date of the original execution and delivery of this
Indenture, or at the date of such Security, any such Person was not such an
officer.

         Section 3.5 Certificate of Authentication. No Security shall be
entitled to the benefits of this Indenture or be valid or obligatory for any
purpose, unless there appears on such Security a certificate of authentication
substantially in the form hereinbefore recited, executed by or on behalf of the
Trustee by manual signature. Such certificate by or on behalf of the Trustee
upon any Security executed by the Company shall be conclusive evidence that the
Security so authenticated has been duly authenticated and delivered hereunder
and that the Holder is entitled to the benefits of this Indenture.

         Section 3.6 Registration, Registration of Transfer and Exchange.
Subject to the conditions set forth below (and subject, with respect to Global
Securities, to Section 2.4), Securities of any series may be exchanged for a
like aggregate principal amount of Securities of the same series and having the
same terms but in other authorized denominations. Securities to be exchanged
shall be surrendered at the offices or agencies to be maintained for such
purposes as provided in Section 4.2, and the Company shall execute and the
Trustee or any Authenticating Agent shall authenticate and make available for
delivery in exchange therefor the Security or Securities which the Holder making
the exchange shall be entitled to receive.

         The Company shall keep or cause to be kept, at one of said offices or
agencies maintained pursuant to Section 4.2, a register for each series of
Securities issued hereunder (hereinafter collectively referred to as the
"Securities Register") in which, subject to such reasonable regulations as it
may prescribe, the Company shall, subject to the provisions of Section 2.4,
provide for the registration of Securities of such series and shall register the
transfer of Securities of such series as in this Article provided. The
Securities Register shall be in written form or in any other form capable of
being converted into written form within a reasonable time. The Trustee is
hereby appointed as the initial "Securities Registrar" for the purpose of
registering Securities and registering transfers of Securities as herein
provided. Subject to the provisions of Section 2.4, upon surrender for
registration of transfer of any Security of any series at any such office or
agency, the Company shall execute and the Trustee or any Authenticating Agent
shall authenticate and make available for delivery in the name of transferee or
transferees a new Security or Securities of the same series for an equal
aggregate principal amount.

         The Company shall have the right to remove and replace from time to
time the Security Registrar for any series of Securities; provided that no such
removal or replacement shall be effective until a successor Security Registrar
with respect to such series of Securities shall have been appointed by the
Company and shall have accepted such appointment by the Company. In the event
that the Trustee shall not be or shall cease to be Security Registrar with
respect to a series of Securities, it shall have the right to examine the
Security Register for such series at all reasonable times. There shall be only
one Security Register for each series of Securities.

                                       20
<PAGE>

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

         Each Security issued upon registration of transfer or exchange of
Securities pursuant to this Section shall be the valid obligation of the
Company, evidencing the same indebtedness and entitled to the same benefits
under this Indenture as the Security or Securities surrendered upon registration
of such transfer or exchange.

         No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company or the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 3.10, Section 10.6 or Section 14.3 not
involving any transfer.

         The Company shall not be required (a) to issue, exchange or register
the transfer of any Securities of any series during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of such series and ending at the close of business on
the day of such mailing, or (b) to exchange or register the transfer of any
Securities selected, called or being called for redemption except, in the case
of any Security to be redeemed in part, the portion thereof not to be redeemed.

         Section 3.7 Mutilated, Destroyed, Lost and Stolen Securities. In case
any temporary or definitive Security shall become mutilated (whether by
defacement or otherwise) or be destroyed, lost or stolen, and in the absence of
notice to the Company or the Trustee that such Security has been acquired by a
protected purchaser, the Company shall, except as otherwise provided in this
Section, execute, and upon a Company Request, the Trustee shall authenticate and
make available for delivery, a new Security of the same series, tenor and
principal amount, bearing a number, letter or other distinguishing symbol not
contemporaneously outstanding, in exchange and substitution for the mutilated
Security, or in lieu of and in substitution for the Security so destroyed, lost
or stolen. In every case the applicant for a substituted Security shall furnish
to the Company and to the Trustee and any agent of the Company or the Trustee
such security or indemnity as may be required by them to save each of them
harmless, and, in every case of destruction, loss or theft, the applicant shall
also furnish to the Company and the Trustee and any agent of the Company or the
Trustee evidence to their satisfaction of the destruction, loss or theft of such
Security and of the ownership thereof.

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

                                       21
<PAGE>

         In case any Security which has matured or is about to mature or has
been called for redemption in full shall become mutilated or be destroyed, lost
or stolen, the Company may, instead of issuing a substitute Security, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated Security). In every case, the applicant for such payment shall
furnish to the Company and to the Trustee and any agent of the Company or the
Trustee such security or indemnity as any of them may require to save each of
them harmless, and, in every case of destruction, loss or theft, the applicant
shall also furnish to the Company and the Trustee and any agent of the Company
or the Trustee evidence to their satisfaction of the destruction, loss or theft
of such Security and of the ownership thereof.

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

         Section 3.8 Payment of Interest and Certain Additional Amounts;
Interest Rights and Certain Additional Amounts Preserved. The Holder of any
Securities at the close of business on the Regular Record Date with respect to
any Interest Payment Date shall be entitled to receive the interest, if any, and
any Additional Amounts payable on such Interest Payment Date notwithstanding the
cancellation of such Securities upon any registration of transfer or exchange
subsequent to the Regular Record Date and prior to such Interest Payment Date,
and, if provided for in the Board Resolution or supplemental indenture pursuant
to Section 3.1, in the case of a Security issued between a Regular Record Date
and the initial Interest Payment Date relating to such Regular Record Date,
interest for the period beginning on the date of issue and ending on such
initial Interest Payment Date shall be paid to the Person to whom such Security
shall have been originally issued. Except as otherwise specified as contemplated
by Section 3.1, for Securities of a particular series the term "Regular Record
Date" as used in this Section with respect to any Interest Payment Date shall
mean the close of business on the last day of the calendar month preceding such
Interest Payment Date if such Interest Payment Date is the fifteenth day of a
calendar month and shall mean the close of business on the fifteenth day of the
calendar month preceding such Interest Payment Date if such Interest Payment
Date is the first day of a calendar month, whether or not such day shall be a
Business Day. At the option of the Company, payment of interest on any Security
may be made by check mailed to the address of the Person entitled thereto (which
shall be the Depository in the case of Global Securities) as such address shall
appear in the Securities Register.

                                       22
<PAGE>

         If and to the extent the Company shall default in the payment of the
interest due or any Additional Amounts on such Interest Payment Date in respect
of any Securities, such defaulted interest shall be paid by the Company at its
election in each case, as provided in clause (a) or (b) below:

         (a)      The Company may make payment of any defaulted interest to the
Holder of Securities at the close of business on a Special Record Date
established by notice given by mail, by or on behalf of the Company, to such
Holder not less than 15 days preceding such Special Record Date, such Special
Record Date to be not less than 10 days preceding the date for payment of such
defaulted interest.

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

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

         Section 3.9 Cancellation of Securities; Destruction Thereof. All
Securities surrendered for payment, redemption, registration of transfer or
exchange, or for credit against any payment in respect of a sinking or analogous
fund, shall, if surrendered to the Company or any Paying Agent or any Securities
Registrar, be delivered to the Trustee for cancellation or, if surrendered to
the Trustee, shall be cancelled by it, and no Securities shall be issued in lieu
thereof except as expressly permitted by any of the provisions of this
Indenture. The Trustee shall, unless instructed to deliver the Securities to the
Company in a Company Order, destroy such cancelled Securities and, upon the
Company's written request, deliver certification of their destruction to the
Company. If the Company shall acquire 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 delivered to the
Trustee for cancellation.

         Section 3.10 Temporary Securities. Pending the preparation by the
Company of definitive Securities of any series, the Company may execute and the
Trustee shall authenticate and make available for delivery in the manner
provided in Section 3.3, temporary Securities for such series (printed,
lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities of any series shall be
issuable in any authorized denomination, and substantially in the form of the
definitive Securities of such series in lieu of which they are issued but with
such omissions, insertions and variations as may be appropriate for temporary
securities, all as may be determined by the Company with the concurrence of the
Trustee. Temporary Securities may contain such reference to any provisions of
this Indenture as may be appropriate. Every temporary Security shall be executed
by the

                                       23
<PAGE>

Company and be authenticated by the Trustee upon the same conditions and in
substantially the same manner, and with like effect, as the definitive
Securities. Without unreasonable delay the Company shall execute and shall
furnish definitive Securities of such series and thereupon temporary Securities
of such series may be surrendered in exchange therefor without charge at the
Corporate Trust Office of the Trustee, and the Trustee shall authenticate and
make available for delivery in exchange for such temporary Securities an equal
aggregate principal amount of definitive Securities of the same series. Such
exchange shall be made by the Company at its own expense and without any charge
therefor except that in case of any such exchange involving any registration of
transfer the Company may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto. Until so
exchanged, the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of
such series authenticated and delivered hereunder.

         Section 3.11 Computation of Interest. Except as otherwise specified as
contemplated by Section 3.1 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.

         Section 3.12 CUSIP Numbers. The Company in issuing the Securities may
use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall
use "CUSIP" numbers in notices of redemption as a convenience to Holders as
set-forth in Section 14.2. The Company shall promptly notify the Trustee in
writing of any change in "CUSIP" numbers.

                                   ARTICLE 4

                            COVENANTS OF THE COMPANY

         The Company covenants and agrees for the benefit of each series of
Securities (except to the extent that any series of Securities is excluded from
the benefits of any of such covenants pursuant to Section 3.1(n)) that on and
after the date of original execution of this Indenture and so long as any of the
Securities of such series remain Outstanding:

         Section 4.1 Payment of Securities. The Company will duly and punctually
pay or cause to be paid the principal of any premium and interest on, and any
Additional Amounts with respect to the Securities of such series at the place or
places, at the respective times and in the manner provided in such Securities
and in the Indenture.

         Section 4.2 Offices or Agency. So long as any of the Securities remain
Outstanding, the Company will maintain in the Borough of Manhattan, The City of
New York, New York, an office or agency where such Securities may be presented
or surrendered for payment, where such Securities may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of such Securities and this Indenture may be served,
which office or agency shall initially be the Corporate Trust Office of the
Trustee or, if the Corporate Trust Office of the Trustee is not located in the
Borough of Manhattan, The City of New York, such office or

                                       24
<PAGE>

agency shall be the principal corporate trust office of the Authenticating Agent
designated pursuant to Section 7.14 hereof. The Company will give prompt written
notice to the Trustee of any change in the location of any such office or
agency. If at any time the Company shall fail to maintain such required office
or agency or shall fail to furnish the Trustee with the required information
with respect thereto, presentations, surrenders, notices and demands in respect
of Securities may be made or served at the Corporate Trust Office of the Trustee
and the corporate trust office of any Authenticating Agent appointed hereunder;
and the Company hereby appoints the Trustee and any Authenticating Agent
appointed hereunder its agents to receive all such presentations, surrenders,
notices and demands.

         The Company may also from time to time designate one or more other
offices or agencies (in or outside The City of New York) where the Securities of
one or more series, or any Tranche thereof may be presented or surrendered for
any or all of such purposes, and may from time to time rescind such designation;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain for such purposes an office or
agency in the Borough of Manhattan, The City of New York. The Company will
promptly notify the Trustee in writing of any such designation or rescission
thereof.

         Unless otherwise specified with respect to any Securities pursuant to
Section 3.1, if and so long as the Securities of any series (i) are denominated
in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long
as it is required under any other provision of this Indenture, then the Company
will maintain with respect to each such series of Securities, or as so required,
at least one exchange rate agent.

         Section 4.3 Money for Securities Payments to Be Held in Trust. If the
Company shall at any time act as its own Paying Agent with respect to any series
of Securities, it shall, on or before each due date of the principal of, any
premium or interest on or Additional Amounts with respect to any of the
Securities of such series, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum in the currency or currencies, currency unit or
units or composite currency or currencies in which the Securities of such series
are payable (except as otherwise specified pursuant to Section 3.1 for the
Securities of such series) sufficient to pay the principal or any premium,
interest or Additional Amounts so becoming due until such sums shall be paid to
such Persons or otherwise disposed of as herein provided, and shall promptly
notify the Trustee in writing of its action or failure so to act.

         Whenever the Company shall have one or more Paying Agents for any
series of Securities, it shall, on or prior to each due date of the principal
of, any premium or interest on or any Additional Amounts with respect to any
Securities of such series, deposit with any Paying Agent a sum (in the currency
or currencies, currency unit or units or composite currency or currencies
described in the preceding paragraph) sufficient to pay the principal and any
premium, interest or Additional Amounts so becoming due, such sum to be held in
trust for the benefit of the Persons entitled thereto, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee in writing of
its action or failure so to act.

                                       25
<PAGE>

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

         (a)      hold all sums held by it for the payment of the principal of,
any premium or interest on or any Additional Amounts with respect to Securities
of such series or Tranche in trust for the benefit of the Persons entitled
thereto until such sums shall be paid to such Persons or otherwise disposed of
as provided in or pursuant to this Indenture;

         (b)      give the Trustee notice of any default by the Company (or any
other obligor upon the Securities of such series) in the making of any payment
of principal of, any premium or interest on or any Additional Amounts with
respect to the Securities of such series; and

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

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

         Anything in this Section to the contrary notwithstanding, the agreement
to hold sums in trust as provided in this Section is subject to the provisions
of Section 12.3, Section 12.4 and Section 12.5.

         Section 4.4 Additional Amounts. All payments of principal of and
premium, if any, interest and any other amounts on, or in respect of, the
Securities of any series shall be made without withholding or deduction at
source for, or on account of, any present or future taxes, fees, duties,
assessments or governmental charges of whatever nature imposed or levied by or
on behalf of Bermuda or any other jurisdiction in which the Company is organized
(each, a "taxing jurisdiction") or any political subdivision or taxing authority
thereof or therein, unless such taxes, fees, duties, assessments or governmental
charges are required to be withheld or deducted by (i) the laws (or any
regulations or ruling promulgated thereunder) of a taxing jurisdiction or any
political subdivision or taxing authority thereof or therein or (ii) an official
position regarding the application, administration, interpretation or
enforcement of any such laws, regulations or rulings (including, without
limitation, a holding by a court of competent jurisdiction or by a taxing
authority in a taxing jurisdiction or any political subdivision thereof).

                                       26
<PAGE>

         If a withholding or deduction at source is required, the Company shall,
subject to certain limitations and exceptions set forth below, pay to the Holder
of any such Security such Additional Amounts as may be necessary so that every
net payment of principal, premium, if any, interest or any other amount made to
such Holder, after such withholding or deduction, shall not be less than the
amount provided for in such Security and this Indenture to be then due and
payable; provided, however, that the Company shall not be required to make
payment of such Additional Amounts for or on account of:

         (a)      any tax, fee, duty, assessment or governmental charge of
whatever nature which would not have been imposed but for the fact that such
Holder: (A) was a resident, domiciliary or national of, or engaged in business
or maintained a permanent establishment or was physically present in, the
relevant taxing jurisdiction or any political subdivision thereof or otherwise
had some connection with the relevant taxing jurisdiction other than by reason
of the mere ownership of, or receipt of payment under, such Security; (B)
presented such Security, where presentation is required, for payment in the
relevant taxing jurisdiction or any political subdivision thereof, unless such
Security could not have been presented for payment elsewhere; or (C) presented
such Security, where presentation is required, more than thirty (30) days after
the date on which the payment in respect of such Security first became due and
payable or provided for, whichever is later, except to the extent that the
Holder would have been entitled to such Additional Amounts if it had presented
such Security for payment on any day within such period of thirty (30) days;

         (b)      any estate, inheritance, gift, sale, transfer, personal
property or similar tax, assessment or other governmental charge;

         (c)      any tax, assessment or other governmental charge that is
imposed or withheld by reason of the failure by the Holder or the beneficial
owner of such Security to comply with any reasonable request by the Company
addressed to the Holder within 90 days of such request (A) to provide
information concerning the nationality, residence or identity of the Holder or
such beneficial owner or (B) to make any declaration or other similar claim or
satisfy any information or reporting requirement, which, in the case of (A) or
(B), is required or imposed by statute, treaty, regulation or administrative
practice of the relevant taxing jurisdiction or any political subdivision
thereof as a precondition to exemption from all or part of such tax, assessment
or other governmental charge;

         (d)      any withholding or deduction required to be made pursuant to
any EU Directive on the taxation of savings implementing the conclusions of the
ECOFIN Council meetings of 26-27 November 2000, 3 June 2003 or any law
implementing or complying with, or introduced in order to confirm to, such EU
Directive; or

         (e)      any combination of items (a), (b), (c) and (d);

nor shall Additional Amounts be paid with respect to any payment of the
principal of, or premium, if any, interest or any other amounts on, any such
Security to any Holder who is a fiduciary or partnership or other than the sole
beneficial owner of such Security to the

                                       27
<PAGE>

extent such payment would be required by the laws of the relevant taxing
jurisdiction (or any political subdivision or relevant taxing authority thereof
or therein) to be included in the income for tax purposes of a beneficiary or
partner or settlor with respect to such fiduciary or a member of such
partnership or a beneficial owner who would not have been entitled to such
Additional Amounts had it been the Holder of the Security.

         Whenever in this Indenture there is mentioned, in any context, the
payment of the principal of or any premium, interest or any other amounts on, or
in respect of, any Security of any series or the net proceeds received on the
sale or exchange of any Security of any series, such mention shall be deemed to
include mention of the payment of Additional Amounts provided by the terms of
such series established hereby or pursuant hereto to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof
pursuant to such terms, and express mention of the payment of Additional Amounts
(if applicable) in any provision hereof shall not be construed as excluding the
payment of Additional Amounts in those provisions hereof where such express
mention is not made.

         Except as otherwise provided in or pursuant to this Indenture or the
related Board Resolution of the applicable series, at least 10 days prior to the
first Interest Payment Date with respect to a series of Securities (or if the
Securities of such series shall not bear interest prior to Maturity, the first
day on which a payment of principal is made), and at least 10 days prior to each
date of payment of principal or interest if there has been any change with
respect to the matters set forth in the below-mentioned Officers' Certificate,
the Company shall furnish to the Trustee and the principal Paying Agent or
Paying Agents, if other than the Trustee, an Officers' Certificate instructing
the Trustee and such Paying Agent or Paying Agents whether such payment of
principal of and premium, if any, interest or any other amounts on the
Securities of such series shall be made to Holders of Securities of such series
without withholding for or on account of any tax, fee, duty, assessment or other
governmental charge described in this Section 4.4. If any such withholding shall
be required, then such Officers' Certificate shall specify by taxing
jurisdiction the amount, if any, required to be withheld on such payments to
such Holders of Securities and the Company agrees to pay to the Trustee or such
Paying Agent the Additional Amounts required by this Section 4.4. The Company
covenants to indemnify the Trustee and any Paying Agent for, and to hold them
harmless against, any loss, liability or expense reasonably incurred without
negligence or bad faith on their part arising out of or in connection with
actions taken or omitted by any of them in reliance on any officers' Certificate
furnished pursuant to this Section 4.4.

         Section 4.5 Redemption for Tax Purposes. The Company may redeem the
Securities at its option, in whole but not in part, at a Redemption Price equal
to 100% of the principal amount, together with accrued and unpaid interest and
Additional Amounts, if any, to the date fixed for redemption, at any time it
receives an opinion of counsel that as a result of (i) any change in or
amendment to the laws or treaties (or any regulations or rulings promulgated
under these laws or treaties) of Bermuda or any taxing jurisdiction (or of any
political subdivision or taxation authority affecting taxation) or any change in
the application or official interpretation of such laws, regulations or rulings,
or (ii) any action taken by a taxing authority of Bermuda or any taxing
jurisdiction (or any

                                       28
<PAGE>

political subdivision or taxing authority affecting taxation) which action is
generally applied or is taken with respect to the Company, or (iii) a decision
rendered by a court of competent jurisdiction in Bermuda or any taxing
jurisdiction (or any political subdivision) whether or not such decision was
rendered with respect to the Company, there is a substantial probability that
the Company will be required as of the next Interest Payment Date to pay
Additional Amounts with respect to the Securities as provided in Section 4.4 and
such requirements cannot be avoided by the use of reasonable measures
(consistent with practices and interpretations generally followed or in effect
at the time such measures could be taken) then available. If the Company elects
to redeem the Securities under this provision it will give written notice of
such election to the Trustee. If the Company elects to redeem the Securities
under this provision it will also mail a notice of redemption at least 30 days
but no more than 60 days before the Redemption Date to each Holder of the
Securities to be redeemed. Unless the Company defaults in the payment of the
Redemption Price, on and after the Redemption Date, interest will cease to
accrue on the Securities or portions thereof called for redemption. Any such
redemption will be subject to ARTICLE 14 hereof.

         Section 4.6 Corporate Existence. Subject to ARTICLE 11, the Company
shall do or cause to be done all things necessary to preserve and keep in full
force and effect its legal existence and rights (charter and statutory) and
franchises; provided, however, that the foregoing shall not obligate the Company
to preserve any such right or franchise if the Company shall determine that the
preservation thereof is no longer desirable in the conduct of its business and
that the loss thereof is not disadvantageous in any material respect to any
Holder.

         Section 4.7 Certificates to Trustee. The Company will, within 120 days
after the end of each fiscal year, file with the Trustee an Officers'
Certificate complying with the provisions of the second paragraph of Section
13.6, covering the period from the date of original execution of this Indenture
to [ ________ ] in the case of the first such certificate, and covering the
preceding calendar year in the case of each subsequent certificate, and stating
whether or not, to the knowledge of each of the signers, one of whom shall be
principal executive officer, principal financial officer or principal accounting
officer, the Company has complied with the conditions and covenants on its part
contained in this Indenture, and, if the signers, to the best of their
knowledge, know of any event which is, or after notice or lapse of time or both
would become, a default by the Company in the performance, observance or
fulfillment of any such condition or covenant, specifying each such default and
the nature thereof. For the purpose of this Section, compliance shall be
determined without regard to any grace period or requirement of notice provided
pursuant to the terms of this Indenture.

         The Company shall deliver to the Trustee, within five days after the
occurrence thereof, written notice of any Event of Default or any event which
after notice or lapse of time or both would become an Event of Default pursuant
to clause (c) of Section 6.1.

         Section 4.8 Calculation of Original Issue Discount. The Company shall
file with the Trustee promptly at the end of each calendar year (i) a written
notice

                                       29
<PAGE>

specifying the amount of original issue discount (including daily rates and
accrual periods) accrued on any Outstanding Original Issue Discount Securities
as of the end of such year and (ii) such other specific information relating to
such original issue discount as may then be relevant under the Code, as amended
from time to time.

                                    ARTICLE 5

                     SECURITYHOLDER LISTS AND REPORTS BY THE
                             COMPANY AND THE TRUSTEE

                  Section 5.1 Company to Furnish Trustee Information as to Names
and Addresses of Securityholders. The Company covenants and agrees that it will
furnish or cause to be furnished to the Trustee a list in such form as the
Trustee may reasonably require of the names and addresses of the Holders of the
Securities of each series semiannually and not later than June 30 and December
31 in each year, and at such other times as the Trustee may request in writing,
as of a date no more than 15 days prior to the date such information is so
furnished; provided that, if and so long as the Trustee shall be the Securities
Registrar for such series, such list shall not be required to be furnished.

                  Section 5.2 Preservation and Disclosure of Securityholder
Lists. (a) The Trustee shall preserve, in as current a form as reasonably
practicable, the names and addresses of Securityholders contained in the most
recent list furnished to the Trustee as provided in Section 5.1 and the names
and addresses of Securityholders received by the Trustee in its capacity as
Securities Registrar. The Trustee may destroy any list furnished to it as
provided in Section 5.1 upon receipt of a new list so furnished.

                  (b)      The rights of Securityholders to communicate with
other Securityholders with respect to their rights under this Indenture or
under the Securities, and the corresponding rights and duties of the Trustee,
shall be provided by the Trust Indenture Act.

                  (c)      Every Securityholder, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any agent of either of them shall be held accountable by reason of
any disclosure of information as to names and addresses of Securityholders made
pursuant to the Trust Indenture Act.

                                       30
<PAGE>

                  Section 5.3 Reports by the Company. The Company covenants:

                  (a)      to file with the Trustee, within 15 days after the
Company is required to file the same with the Commission, copies of the annual
reports and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) which the Company may be required to file with
the Commission pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934; or, if the Company is not required to file information,
documents or reports pursuant to either of such Sections, then to file with the
Trustee and the Commission, in accordance with rules and regulations prescribed
from time to time by the Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to Section 13
of the Securities Exchange Act of 1934 in respect of a security listed and

                                       31
<PAGE>

registered on a national securities exchange as may be prescribed from time to
time in such rules and regulations;

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

                  (c)      to transmit by mail to the Holders of Securities in
the manner and to the extent provided in Section 5.4 within 30 days after the
filing thereof with the Trustee, such summaries of any information, documents
and reports required to be filed by the Company pursuant to subsections (a) and
(b) of this Section as may be required to be transmitted to such Holders by
rules and regulations prescribed from time to time by the Commission.

                  The delivery of such reports, information and documents to the
Trustee pursuant to this Section 5.3 is for informational purposes only and the
Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers'
Certificates) other than with respect to Section 7.2.

                  Section 5.4 Reports by the Trustee. (a) Within 60 days after
May 15 in each year following the date of original execution of this Indenture,
so long as any Securities are Outstanding hereunder, the Trustee shall transmit
by mail (with a copy to the Company) to the Securityholders of such series in
the manner and to extent provided in Trust Indenture Act Section 313(c), a brief
report, as provided by the Trust Indenture Act Sections 313(a) and (b).

                  (b)      A copy of each such report shall, at the time of such
transmission to the Securityholders of any series, be furnished to the Company
and be filed by the Trustee with each stock exchange upon which the Securities
of such series are listed and also with the Commission. The Company agrees to
notify the Trustee promptly when and as the Securities of any series become
admitted to trading on any national securities exchange.

                                    ARTICLE 6

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

                  Section 6.1 Event of Default Defined; Acceleration of
Maturity; Waiver of Default. "Event of Default", with respect to the Securities
of any series, wherever used herein, means each one of the following events
which shall have occurred and be continuing (whatever the reason for such Event
of Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment,

                                       32
<PAGE>

decree or order of any court or any order, rule or regulation of any
administrative or governmental body), unless it is either inapplicable to a
particular series or it is specifically deleted or modified in the applicable
resolution of the Board of Directors or in the supplemental indenture under
which such series of Securities is issued, as the case may be, as contemplated
by Section 3.1:

                  (a)      default in the payment of any interest on any of the
Securities of such series, or any Additional Amounts payable with respect
thereto, as and when the same shall become due and payable, and continuance of
such default for a period of 30 days and the time for payment of such interest
or Additional Amounts has not been extended; provided, however that if the
Company is permitted by the terms of the Securities of the applicable series to
defer the payment in question, the date on which such payment is due and payable
shall be the date on which the Company is required to make payment following
such deferral, if such deferral has been elected pursuant to the terms of the
Securities of that series; or

                  (b)      default in the payment of the principal of or
premium, if any, on any of the Securities of such series as, or any Additional
Amounts payable with respect thereto, and when the same shall become due and
payable at Maturity, and the time for payment of such principal (or premium, if
any), or any Additional Amounts payable with respect thereto, has not been
extended; provided, however, that if the Company is permitted by the terms of
the Securities of the applicable series to defer the payment in question, the
date on which such payment is due and payable shall be the date on which the
Company is required to make payment following such deferral, if such deferral
has been elected pursuant to the terms of the Securities of that series; or

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

                  (d)      default in the payment at Maturity of Indebtedness of
the Company in excess of $50,000,000 or if any event of default as defined in
any mortgage, indenture or instrument under which there may be issued, or by
which there may be secured or evidenced, any Indebtedness of the Company (other
than Indebtedness which is non-recourse to the Company) shall happen and shall
result in the acceleration of more than $50,000,000 in principal amount of such
Indebtedness (after giving effect to any applicable grace period) and such
default shall not be cured or waived or such acceleration shall not be rescinded
or annulled within a period of 30 days after written notice shall have been
given, by registered or certified mail, to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 25% in principal amount of
the Outstanding Securities of such series, specifying such default or event of

                                       33
<PAGE>

default and requiring the Company to cause such default to be cured or waived or
to cause such acceleration to be rescinded or annulled or to cause such
Indebtedness to be discharged and stating that such notice is a "Notice of
Default" hereunder; or

                  (e)      the Company shall fail within 60 days to pay, bond or
otherwise discharge any uninsured judgment or court order for the payment of
money in excess of $50,000,000, which is not stayed on appeal or is not
otherwise being appropriately contested in good faith; or

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

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

                  (h)      default in the performance or breach of the
conditions of Section 11.1 and Section 11.2, and the continuation of such
violation for 60 days after written notice has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee
by the Holders of at least 25% in principal amount of the Outstanding Securities
of such series, specifying such failure to comply and requiring it to be
remedied and stating that such notice is a "Notice of Default"; or

                  (i)      any other Event of Default established by or pursuant
to a resolution of the Board of Directors or one or more indentures supplemental
hereto as applicable to the Securities of such series.

                  If an Event of Default described in clause (a), (b), (c), (d),
(e), (h) or (i) above occurs and is continuing with respect to Securities of any
series at the time Outstanding, the Trustee or the Holders of not less than 25%
in aggregate principal amount of the Securities of such series then Outstanding,
by notice in writing to the Company (and to the Trustee if given by
Securityholders), may declare the entire principal (or, if the Securities of
such series are Original Issue Discount Securities, such portion of the
principal as may be specified in the terms of such series) of all Securities of
such series and the interest accrued thereon, if any, to be due and payable
immediately, and upon any such declaration the same shall become immediately due
and payable.

                                       34
<PAGE>

                  If any Event of Default described in clause (f) or (g) above
occurs and is continuing, all unpaid principal of the Securities then
Outstanding of that series and the interest accrued thereon, if any, shall ipso
facto become and be immediately due and payable without declaration,
presentment, demand or notice of any kind by the Trustee or any Holder of
Securities of that series.

                  The foregoing provisions, however, are subject to the
condition that if, at any time after a declaration of acceleration with respect
to the Securities of any series has been made and before any judgment or decree
for the payment of the moneys due shall have been obtained or entered as
hereinafter provided, the Company shall pay or shall deposit with the Trustee a
sum sufficient to pay all matured installments of interest, if any, and any
Additional Amounts with respect to all the Securities of such series (or upon
all the Securities, as the case may be) and the principal of (and premium, if
any, on) any and all Securities of such series (or of all the Securities, as the
case may be) which shall have become due otherwise than by acceleration (with
interest upon such principal and premium, if any, and, to the extent that
payment of such interest is enforceable under applicable law, on overdue
installments of interest or Additional Amounts, at the Overdue Rate applicable
to such series to the date of such payment or deposit) and all amounts payable
to the Trustee pursuant to the provisions of Section 7.6, and such amount as
shall be sufficient to cover reasonable compensation to the Trustee, its agents,
attorneys and counsel, and all other expenses and liabilities incurred, and all
advances made, by the Trustee except as a result of negligence or bad faith, and
if any and all Events of Default under the Indenture, other than the nonpayment
of the principal of and accrued interest on and any Additional Amounts with
respect to Securities of such series which shall have become due by
acceleration, shall have been cured, waived or otherwise remedied as provided
herein - then and in every such case the Holders of a majority in aggregate
principal amount of the Securities of such series (each series voting as a
separate class), or of all the Securities (voting as a single class), as the
case may be, then Outstanding, by written notice to the Company and to the
Trustee, may waive all defaults with respect to that series (or with respect to
all the Securities, as the case may be) and rescind and annul such acceleration
and its consequences, but no such waiver or rescission and annulment shall
extend to or shall affect any subsequent default or shall impair any right
consequent thereon.

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

                  Section 6.2 Collection of Indebtedness by Trustee; Trustee May
Prove Debt. The Company covenants that (a) in case default shall be made in the
payment of

                                       35
<PAGE>

any installment of interest on or any Additional Amounts with respect to any of
the Securities of any series when such interest shall have become due and
payable, and such default shall have continued for a period of 30 days or (b) in
case default shall be made in the payment of all or any part of the principal of
or any premium, if any, on any Securities of any series or any Additional
Amounts with respect thereto when the same shall have become due and payable,
whether upon Stated Maturity of the Securities of such series or upon any
redemption or by acceleration or otherwise, then upon demand of the Trustee for
such series, the Company will pay to the Trustee for the benefit of the Holder
of any such Security the whole amount that then shall have become due and
payable on any such Security for the principal, premium, if any, and interest,
if any, with interest upon the overdue principal and premium, if any, and, so
far as payment of the same is enforceable under applicable law, on overdue
installments of interest and Additional Amounts, at the Overdue Rate applicable
to any such Security; and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, and any further
amounts payable to the Trustee, its agents and counsel pursuant to the
provisions of Section 7.6.

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

                  The Trustee shall be entitled and empowered, either in its own
name as trustee of an express trust, or as attorney-in-fact for the Holders of
any of the Securities, or in both such capacities, to file such proof of debt,
amendment of proof of debt, claim, petition or other document as may be
necessary or advisable in order to have the claims of the Trustee and of the
Holders of Securities allowed in any equity receivership, insolvency,
bankruptcy, liquidation, readjustment, reorganization or other similar
proceedings, or any judicial proceedings, relative to the Company or any other
obligor on the Securities or its creditors or its property. The Trustee is
hereby irrevocably appointed (and the successive respective Holders of the
Securities, by taking and holding the same, shall be conclusively deemed to have
so appointed the Trustee) the true and lawful attorney-in-fact of the respective
Holders of the Securities, with authority to make or file in the respective
names of the Holders of the Securities any proof of debt, amendment of proof of
debt, claim, petition or other document in any such proceedings and to receive
payment of any sums becoming distributable on account thereof, and to execute
any other papers and documents and do and perform any and all acts and things
for and on behalf of such Holders of the Securities as may be necessary or
advisable in the opinion of the Trustee in order to have the respective claims
of the Holders of the Securities against the Company or any other obligor on the
Securities and/or its property allowed in any such proceedings, and to receive
payment of or on account of such claims; provided, however, that nothing herein
contained shall be deemed to authorize or empower the Trustee to consent to or
accept or adopt, on behalf of any Holder of Securities, any plan of

                                       36
<PAGE>

reorganization or readjustment of the Company or any other obligor on the
Securities or, by other action of any character in any such proceeding, to waive
or change in any way any right of any Holder of any Security, even though it may
otherwise be entitled so to do under any present or future law, all such power
or authorization being hereby expressly denied.

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

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

                  Section 6.3 Application of Proceeds. Any moneys collected by
the Trustee pursuant to this Article in respect of any series of the Securities,
together with any other sums held by the Trustee (as such) hereunder (other than
sums held in trust for the benefit of the Holders of particular Securities),
shall be applied in the following order at the date or dates fixed by the
Trustee and, in case of the distribution of such moneys on account of principal,
or any premium, interest or Additional Amounts, upon presentation (except in
respect of Subdivision First below) of the several Securities in respect of
which moneys have been collected and stamping (or otherwise noting) thereon the
payment, or issuing Securities of such series in reduced principal amounts in
exchange for the presented Securities of like series if only partially paid, or
upon surrender thereof if fully paid:

                           FIRST: To the payment of costs and expenses
         applicable to such series in respect of which moneys have been
         collected, including reasonable compensation to the Trustee and each
         predecessor Trustee and their respective agents and attorneys and of
         all expenses and liabilities incurred, and all advances made, by the
         Trustee and each predecessor Trustee except as a result of negligence
         or bad faith, and all other amounts due to the Trustee or any
         predecessor Trustee pursuant to Section 7.6;

                           SECOND: In case the principal of the Securities of
         such series in respect of which moneys have been collected shall not
         have become and be then due and payable, to the payment of interest and
         any Additional Amounts on the Securities of such series in default in
         the order of the maturity of the installments of such interest, with
         interest (to the extent that such interest has been collected by the
         Trustee), so far as it may be enforceable under applicable law, upon
         the

                                       37
<PAGE>

         overdue installments of interest and any Additional Amounts at the
         Overdue Rate applicable to such series, such payments to be made
         ratably to the Persons entitled thereto, without discrimination or
         preference;

                           THIRD: In case the principal of the Securities of
         such series in respect of which moneys have been collected shall have
         become and shall be then due and payable, to the payment of the whole
         amount then owing and unpaid upon all the Securities of such series for
         principal and premium, if any, and interest, if any, and any Additional
         Amounts, with interest upon the overdue principal and premium, if any,
         and (to the extent that such interest has been collected by the
         Trustee), so far as payment of the same is enforceable under applicable
         law, upon overdue installments of interest and any Additional Amounts,
         if any, at the Overdue Rate applicable to such series; and in case such
         moneys shall be insufficient to pay in full the whole amount so due and
         unpaid upon the Securities of such series, then to the payment of such
         principal, premium, if any, and interest, if any, and any Additional
         Amounts, without preference or priority of principal and premium, if
         any, over interest or any Additional Amounts, or of interest or any
         Additional Amounts, if any, over principal and premium, if any, or of
         any installment of interest over any other installment of interest, or
         of any Security of such series over any other Security of such series,
         ratably to the aggregate of such principal, premium, if any, and
         accrued and unpaid interest, if any; and

                           FOURTH: To the payment of the remainder, if any, to
         the Company or as a court of competent jurisdiction may direct in
         writing.

                  Section 6.4 Suits for Enforcement. In case an Event of Default
with respect to Securities of any series has occurred, has not been waived and
is continuing, the Trustee may in its discretion proceed to protect and enforce
the rights vested in it by this Indenture by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any
of such rights, either at law or in equity or in bankruptcy or otherwise,
whether for the specific enforcement of any covenant or agreement contained in
this Indenture or in aid of the exercise of any power granted in this Indenture
or to enforce any other legal or equitable right vested in the Trustee by this
Indenture or by law.

                  Section 6.5 Restoration of Rights on Abandonment of
Proceedings. In case the Trustee or any Holder shall have proceeded to enforce
any right under this Indenture and such proceedings shall have been discontinued
or abandoned for any reason, or shall have been determined adversely to the
Trustee or such Holder, then and in every such case (subject to the binding
effect of any determination made in such proceedings) the Company and the
Trustee and each of the Holders shall be restored severally and respectively to
their former positions and rights hereunder, and (subject as aforesaid) all
rights, remedies and powers of the Company, the Trustee and the Holders shall
continue as though no such proceedings had been instituted.

                                       38
<PAGE>

                  Section 6.6 Limitations on Suits by Securityholders. No Holder
of any Security of any series shall have any right by virtue or by availing of
any provision of this Indenture to institute an action or proceeding at law or
in equity or in bankruptcy or otherwise upon or under or with respect to this
Indenture, or for the appointment of a trustee, receiver, liquidator, custodian
or other similar official or for any other remedy hereunder, unless such Holder
previously shall have given to the Trustee written notice of an Event of Default
and of the continuance thereof, as hereinbefore provided, and unless also the
Holders of not less than 25% in aggregate principal amount of the Securities of
such series then Outstanding shall have made written request upon the Trustee to
institute such action or proceeding in its own name as Trustee hereunder and
shall have offered to the Trustee such reasonable indemnity as it may require
against the costs, expenses and liabilities to be incurred therein or thereby
and the Trustee for 60 days after its receipt of such notice, request and offer
of indemnity shall have failed to institute any such action or proceeding and no
direction inconsistent with such written request shall have been given to the
Trustee pursuant to Section 6.9; it being understood and intended, and being
expressly covenanted by the taker and Holder of every Security with every other
taker and Holder of any Security and with the Trustee, that no one or more
Holders of Securities of any series shall have any right in any manner whatever
by virtue or by availing of any provision of this Indenture to affect, disturb
or prejudice the rights of any other Holder of Securities, or to obtain or seek
to obtain priority over or preference to any other such Holder or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal, ratable and common benefit of all Holders of Securities of such series.
For the protection and enforcement of the provisions of this Section, each and
every Holder of Securities of any series and the Trustee shall be entitled to
such relief as can be given either at law or in equity.

                  Section 6.7 Unconditional Right of Securityholders to
Institute Certain Suits. Nothing contained in this Indenture or in the
Securities of any series shall affect or impair the obligation of the Company,
which is unconditional and absolute, to pay the principal of, and premium, if
any, and interest, if any, on, and any Additional Amounts with respect to, the
Securities of such series at the respective places, at the respective times, at
the respective rates, in the respective amounts and in the coin or currency
therein and herein prescribed, or affect or impair the right of action, which is
also absolute and unconditional, of any Holder of any Security to institute suit
to enforce such payment at the respective due dates expressed in such Security,
or upon redemption, by declaration, repayment or otherwise as herein provided
without reference to, or the consent of, the Trustee or the Holder of any other
Security, unless such Holder consents thereto or unless and to the extent that
the institution or prosecution.

                  Section 6.8 Powers and Remedies Cumulative; Delay or Omission
Not Waiver of Default. Except as provided in Section 6.6, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holder of any
Security is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

                                       39
<PAGE>

                  No delay or omission of the Trustee or of any Holder of any
Security of any series to exercise any right or power accruing upon any Event of
Default occurring and continuing as aforesaid shall impair any such right or
power or shall be construed to be a waiver of any such Event of Default or an
acquiescence therein; and, subject to Section 6.6, every power and remedy given
by this Indenture or by law to the Trustee or to the Holder of any Security may
be exercised from time to time, and as often as shall be deemed expedient, by
the Trustee or by the Holder of such Security.

                  Section 6.9 Control by Holders of Securities. The Holders of a
majority in aggregate principal amount of the Securities of each series affected
(with each series voting as a separate class) at the time Outstanding shall have
the right to direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any trust or power conferred
on the Trustee with respect to the Securities of such series by this Indenture;
provided that such direction shall not be otherwise than in accordance with law
and the provisions of this Indenture, and provided, further, that (subject to
the provisions of Section 7.1) the Trustee shall have the right to decline to
follow any such direction if the Trustee, being advised by counsel, shall
determine that the action or proceeding so directed may not lawfully be taken or
if the Trustee in good faith by its board of directors, the executive committee
or a trust committee of directors or Responsible Officers of the Trustee shall
determine that the action or proceedings so directed would expose the Trustee to
personal liability or if the Trustee in good faith shall so determine that the
actions or forebearances specified in or pursuant to such direction would be
unduly prejudicial to the interests of Holders of the Securities of all series
so affected not joining in the giving of said direction, it being understood
that (subject to Section 7.1) the Trustee shall have no duty to ascertain
whether or not such actions or forebearances are unduly prejudicial to such
Holders.

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

                 Section 6.10 Waiver of Past Defaults. Subject to Section 6.1,
the Holders of not less than a majority in principal amount of the Outstanding
Securities of any series on behalf of the Holders of all the Securities of such
series may waive any past default hereunder with respect to such series and its
consequences, except a default:

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

                           (2)      in respect of a covenant or provision hereof
                  which under ARTICLE 10 cannot be modified or amended without
                  the consent of the Holder of each Outstanding Security of such
                  series affected.

                  Upon any such waiver, such default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this

                                       40
<PAGE>

Indenture; but no such waiver shall extend to any subsequent or other default or
impair any right consequent thereon.

                  Section 6.11 Trustee to Give Notice of Default, But May
Withhold in Certain Circumstances. The Trustee shall transmit to the
Securityholders of any series, as the names and addresses of such Holders appear
on the Security Register, notice by mail of all defaults known to a Responsible
Officer of the Trustee which have occurred with respect to such series, such
notice to be transmitted within 60 days after the occurrence thereof, unless
such defaults shall have been cured before the giving of such notice (the term
"default" or "defaults" for the purposes of this Section being hereby defined to
mean any event or condition which is, or with notice or lapse of time or both
would become, an Event of Default); provided that, except in the case of default
in the payment of the principal of, or premium, if any, or interest, if any, on,
or any Additional Amounts with respect to, any of the Securities of such series,
the Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors or
Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Securityholders of such
series.

                  Section 6.12 Right of Court to Require Filing of Undertaking
to Pay Costs. The parties to this Indenture agree, and each Holder of any
Security by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder or group of
Securityholders of any series holding in the aggregate more than 10% in
aggregate principal amount of the Securities of such series Outstanding, or, in
the case of any suit relating to or arising under Section 6.1(c) or Section
6.1(i) (if the suit relates to Securities of more than one but fewer than all
series), 10% in aggregate principal amount of Securities outstanding affected
thereby, or, in the case of any suit relating to or arising under Section 6.1(c)
or Section 6.1(i) (if the suit under clause (d) or (g) relates to all the
Securities then Outstanding), Section 6.1(f) or Section 6.1(g), 10% in aggregate
principal amount of all Securities Outstanding, or to any suit instituted by any
Holder of Securities for the enforcement of the payment of the principal of, or
premium, if any, or interest, if any, on, any Security on or after the due date
expressed in such Security.

                  Section 6.13 Waiver of Usury, Stay or Extension Laws. The
Company covenants that (to the extent that it may lawfully do so) it will not at
any time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any usury, stay or extension law wherever enacted, now
or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company expressly waives (to the extent
that it may lawfully do so) all benefit or advantage of any

                                       41
<PAGE>

such law and covenantss that it will not hinder, delay or impede the execution
of any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.

                  Section 6.14 Delay or Omission Not Waiver. No delay or
omission of the Trustee or of any Holder of any Security to exercise any right
or remedy accruing upon any Event of Default shall impair any such right or
remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Trustee
or to any Holder of a Security may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by such Holder, as the case may
be.

                                    ARTICLE 7

                             CONCERNING THE TRUSTEE

                  Section 7.1 Duties and Responsibilities of the Trustee; During
Default; Prior to Default. With respect to the Holders of any series of
Securities issued hereunder, the Trustee, prior to the occurrence of an Event of
Default with respect to the Securities of that series and after the curing or
waiving of all Events of Default which may have occurred with respect to such
series, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. In case an Event of Default with
respect to the Securities of a series has occurred (which has not been cured or
waived), the Trustee shall exercise such of the rights and powers vested in it
by this Indenture, and use the same degree of care and skill in their exercise,
as a prudent man would exercise or use under the circumstances in the conduct of
his own affairs.

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

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

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

                           (ii)     in the absence of bad faith on the part of
                  the Trustee, the Trustee may conclusively rely, as to the
                  truth of the statements and the correctness of the opinions
                  expressed therein, upon any statements, certificates or
                  opinions furnished to the Trustee and conforming to the
                  requirements of this Indenture; but in the case of any such
                  statements,

                                       42
<PAGE>

                  certificates or opinions which by any provision hereof are
                  specifically required to be furnished to the Trustee, the
                  Trustee shall be under a duty to examine the same to determine
                  whether or not they conform to the requirements of this
                  Indenture;

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

                  (c)      the Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of Securities pursuant to Section 6.9 relating to the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred upon the Trustee, under
this Indenture.

                  None of the provisions contained in this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for
believing that the repayment of such funds or adequate indemnity against such
liability is not reasonably assured to it.

                  Section 7.2 Certain Rights of the Trustee.

                  Subject to Section 7.1:

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

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

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

                  (d)      the Trustee shall be under no obligation to exercise
any of the trusts or powers vested in it by this Indenture at the request, order
or direction of any of the Securityholders pursuant to the provisions of this
Indenture, unless such Securityholders shall have offered to the Trustee
reasonable security or indemnity

                                       43
<PAGE>

satisfactory to it against the costs, expenses and liabilities which might be
incurred therein or thereby;

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

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

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

                  (h)      the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine during reasonable hours and upon reasonable notice the
books, records and premises of the Company, personally or by agent or attorney;

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

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

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

                                       44
<PAGE>

                  Section 7.3 Trustee Not Responsible for Recitals, Disposition
of Securities or Application of Proceeds Thereof. The recitals contained herein
and in the Securities, except the certificates of authentication, shall be taken
as the statements of the Company, and the Trustee assumes no responsibility for
the correctness of the same, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it in a
Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein. The Trustee makes no
representation as to the validity or sufficiency of this Indenture or of the
Securities. The Trustee shall not be accountable for the use or application by
the Company of any of the Securities or of the proceeds thereof.

                  Section 7.4 Trustee and Agents May Hold Securities;
Collections, etc. The Trustee, any Paying Agent, Securities Registrar,
Authenticating Agent or any agent of the Company or the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Securities
with the same rights it would have if it were not the Trustee or such agent,
and, subject to Section 7.8 and Section 7.13, if operative, may otherwise deal
with the Company and receive, collect, hold and retain collections from the
Company with the same rights it would have if it were not the Trustee, Paying
Agent, Securities Registrar, Authenticating Agent or such agent.

                  Section 7.5 Moneys Held by Trustee. Subject to the provisions
of Section 12.3, all moneys received by the Trustee shall, until used or applied
as herein provided, be held in trust for the purposes for which they were
received, but need not be segregated from other funds except to the extent
required by mandatory provisions of law. The Trustee shall have no liability for
interest on money it receives and holds in trust except as specifically provided
herein.

                  Section 7.6 Compensation and Indemnification of Trustee and
Its Prior Claim. The Company covenants and agrees to pay the Trustee from time
to time, and the Trustee shall be entitled to such compensation as the Company
and the Trustee may from time to time agree in writing for all services rendered
by the Trustee hereunder (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
and the Company covenants and agrees to pay or reimburse the Trustee and each
predecessor trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by or on behalf of it in accordance with any of
the provisions of this Indenture (including the reasonable compensation and the
expenses and disbursements of its counsel and of all agents and other Persons
not regularly in its employ) except any such expense, disbursement or advance as
shall be attributable to its negligence or bad faith. The Company also covenants
to indemnify the Trustee and each predecessor trustee for, and hold it harmless
against, any loss, liability, damage, claims or expense, including taxes (other
than taxes measured by the income of the Trustee or otherwise applicable to the
Trustee for operations outside the scope of this Indenture) incurred without
negligence or bad faith on its part, arising out of or in connection with the
acceptance or administration of this Indenture or the trusts hereunder and the
performance of its duties hereunder, including the costs and expenses of
defending itself against or investigating any claim of liability in

                                       45
<PAGE>
 connection with the exercise or performance of any of its powers or duties
hereunder except to the extent that any such loss, liability, damage, claims or
expense shall be attributable to the Trustee's negligence or bad faith. The
obligations of the Company under this Section to compensate and indemnify the
Trustee and each predecessor trustee and to pay or reimburse the Trustee and
each predecessor trustee for expenses, disbursements and advances shall
constitute additional indebtedness hereunder and shall survive the satisfaction
and discharge of this Indenture and resignation or removal of the Trustee. Such
additional indebtedness shall be a lien prior to that of the Securities upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the benefit of the Holders of particular Securities. If the Trustee
incurs expenses or renders services after the occurrence of an event of default
specified in clause (f) or (g) of Section 6.1 of this Indenture, the expenses
and compensation for the services will be intended to constitute expenses of
administration under the Federal Bankruptcy Code or any applicable federal or
state law for relief of debtors.

                  Section 7.7 Right of Trustee to Rely on Officers' Certificate,
etc. Subject to Section 7.1 and Section 7.2, whenever in the administration of
the trusts of this Indenture the Trustee shall deem it necessary or desirable
that a matter be proved or established prior to taking or suffering or omitting
any action hereunder, such matter (unless other evidence in respect thereof be
herein specifically prescribed) may, in the absence of negligence or bad faith
on the part of the Trustee, be deemed to be conclusively proved and established
by an officers' Certificate delivered to the Trustee, and such certificate, in
the absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under the
provisions of this Indenture upon the good faith thereof.

                  Section 7.8 Qualification of Trustee; Conflicting Interests.
The Trustee for the Securities of any series issued hereunder shall be subject
to the provisions of Section 310(b) of the Trust Indenture Act during the period
of time provided for therein. In determining whether the Trustee has a
conflicting interest as defined in Section 310(b) of the Trust Indenture Act
with respect to the Securities of any series, there shall be excluded this
Indenture with respect to Securities of any particular series of Securities
other than that series. Nothing herein shall prevent the Trustee from filing
with the Commission the application referred to in the penultimate paragraph of
Section 310(b) of the Trust Indenture Act.

                  Section 7.9 Persons Eligible for Appointment as Trustee. There
shall at all times be a Trustee hereunder for each series of Securities, which
shall be at all times either:

                  (a)      a corporation organized and doing business under the
laws of the United States of America or of any State or territory or the
District of Columbia, authorized under such laws to exercise corporate trust
powers and subject to supervision or examination by Federal, State, territory or
District of Columbia authority; or

                  (b)      a corporation or other Person organized and doing
business under the laws of a foreign government that is permitted to act as
Trustee pursuant to a rule, regulation or order of the Commission, authorized
under such laws to exercise corporate trust powers, and subject to supervision
or examination by authority of such foreign government or a political
subdivision thereof substantially equivalent to supervision or examination
applicable to United States institutional trustees, in either case having a

                                       46
<PAGE>

combined capital and surplus of at least $50,000,000. If such corporation
publishes reports of condition at least annually, pursuant to law or to
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section 7.9, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time the Trustee
for the Securities of any series shall cease to be eligible in accordance with
the provisions of this Section 7.9, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article. Neither the Company
nor any Person directly or indirectly controlling, controlled by, or under
common control with the Company shall serve as Trustee for the Securities of any
series issued hereunder.

                  Section 7.10 Resignation and Removal; Appointment of Successor
Trustee. (a) The Trustee, or any trustee or trustees hereafter appointed, may at
any time resign by giving written notice of resignation to the Company and by
mailing notice thereof by first-class mail to Holders of the securities at their
last addresses as they shall appear on the Security Register. Upon receiving
such notice of resignation, the Company shall promptly appoint a successor
trustee or trustees by written instrument in duplicate, executed by authority of
the Board of Directors, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor trustee or trustees. If no
successor trustee shall have been so appointed and have accepted appointment
within 30 days after the mailing of such notice of resignation, the resigning
Trustee may petition at the expense of the Company any court of competent
jurisdiction for the appointment of a successor trustee, or any Securityholder
who has been a bona fide Holder of a Security or securities for at least six
months may, subject to the provisions of Section 6.12, on behalf of himself and
all others similarly situated, petition any such court for the appointment of a
successor trustee. Such court may thereupon, after such notice, if any, as it
may deem proper and prescribe, appoint a successor trustee.

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

                           (i)      the Trustee shall fail to comply with the
                  provisions of Section 310(b) of the Trust Indenture Act after
                  written request therefor by the Company or by any
                  Securityholder who has been a bona fide Holder of a Security
                  or Securities for at least six months unless the Trustee's
                  duty to resign is stayed in accordance with the provisions of
                  Section 310(b) of the Trust Indenture Act; or

                           (ii)     the Trustee shall cease to be eligible in
                  accordance with the provisions of Section 7.9 and shall fail
                  to resign after written request therefor by the Company or by
                  any Securityholder; or the Trustee shall become incapable of
                  acting, or shall be adjudged a bankrupt or insolvent; or a
                  receiver or liquidator of the Trustee or of its property shall
                  be appointed, or any public officer shall take charge or
                  control of the Trustee or of its property or affairs for the
                  purpose of rehabilitation, conservation or liquidation; then,
                  in any case, the Company may remove the Trustee and appoint a
                  successor trustee by written instrument, in duplicate,
                  executed by order of the Board of Directors of the Company,
                  one copy of

                                       47
<PAGE>

                  which instrument shall be delivered to the Trustee so removed
                  and one copy to the successor trustee, or, subject to the
                  provisions of Section 6.12, any Securityholder who has been a
                  bona fide Holder of a Security or Securities for at least six
                  months may, on behalf of himself and all others similarly
                  situated, petition any court of competent jurisdiction for the
                  removal of the Trustee and the appointment of a successor
                  trustee. Such court may thereupon, after such notice, if any,
                  as it may deem proper and prescribe, remove the Trustee and
                  appoint a successor trustee. (b) The Holders of a majority in
                  aggregate principal amount of the Securities at the time
                  Outstanding may at any time remove the Trustee and appoint a
                  successor trustee by delivering to the Trustee so removed, to
                  the successor trustee so appointed and to the Company the
                  evidence provided for in Section 8.1 of the action in that
                  regard taken by the Securityholders.

                  (c)      No resignation or removal of the Trustee and no
appointment of a successor trustee pursuant to any of the provisions of this
Section 7.10 shall become effective until acceptance of appointment by the
successor trustee as provided in Section 7.11.

                  Section 7.11 Acceptance of Appointment by Successor Trustee.
Any successor trustee appointed as provided in Section 7.10 shall execute,
acknowledge and deliver to the Company and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee shall become effective and such successor
trustee, without any further act, deed or conveyance, shall become vested with
all rights, powers, duties and obligations of its predecessor hereunder, with
like effect as if originally named as trustee hereunder; but nevertheless, on
the written request of the Company or of the successor trustee, upon payment of
all amounts due to the Trustee under Section 7.6, the Trustee ceasing to act
shall, subject to Section 4.4, pay over to the successor trustee all moneys at
the time held by it hereunder and shall execute and deliver an instrument
transferring to such successor trustee all such rights, powers, duties and
obligations. Upon request of any successor trustee, the Company shall execute
any and all instruments in writing for more fully and certainly vesting in and
confirming to such successor trustee all such rights and powers. Any Trustee
ceasing to act, shall, nevertheless, retain a prior lien upon all property or
funds held or collected by such trustee to secure any amounts then due it
pursuant to the provisions of Section 7.6.

                  No successor trustee shall accept appointment as provided in
this Section 7.11 unless at the time of such acceptance such successor trustee
shall be qualified under the provisions of Section 7.8 and eligible under the
provisions of Section 7.9.

                  Upon acceptance of appointment by any successor trustee as
provided in this Section 7.11, the Company shall mail notice thereof by
first-class mail to the Holders of Securities at their last addresses as they
shall appear on the Security Register. If the acceptance of appointment is
substantially contemporaneous with the resignation, then the notice called for
by the preceding sentence may be combined with the notice called

                                       48
<PAGE>

for by Section 7.10. If the Company fails to mail such notice within 10 days
after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Company.

                  Section 7.12 Merger, Conversion, Consolidation or Succession
to Business of Trustee. Any corporation in which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to substantially all of the corporate trust
business of the Trustee, shall be the successor of the trustee hereunder,
provided that such corporation shall be qualified under the provisions of
Section 7.8 and eligible under the provisions of Section 7.9, without the
execution or filing of any paper or any further act (including the giving of any
notice to Securityholders) on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.

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

                  Section 7.13 Preferential Collection of Claims Against the
Company. The Trustee shall comply with Trust Indenture Act Section 311(a),
excluding any creditor relationship listed in Trust Indenture Act Section
311(b). A Trustee who has resigned or has been removed shall be subject to
Trust Indenture Act Section 311(a) to the extent indicated.

                                       49
<PAGE>
                  Section 7.14 Authenticating Agent.

                  So long as any Securities remain Outstanding, if the Corporate
Trust Office of the Trustee is not located in the Borough of Manhattan, The City
of New York, or otherwise upon a Company Request, there shall be an
authenticating agent (the "Authenticating Agent") appointed, for such period as
the Company shall elect, by the Trustee to act as its agent on its behalf and
subject to its direction in connection with the authentication and delivery of
Securities. Securities authenticated by such Authenticating Agent shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by such Trustee. Wherever reference is made in
this Indenture to the authentication and delivery of Securities by the Trustee
or to the Trustee's Certificate of Authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a Certificate of Authentication executed on behalf of
such Trustee by such Authenticating Agent. Such Authenticating Agent shall at
all times be a corporation organized and doing business under the laws of the
United States of America or of any State or of the District of Columbia,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $50,000,000 and subject to supervision or
examination by Federal, State or District of Columbia authority. If the
Corporate Trust Office of the Trustee is not located in the Borough of
Manhattan, The City of New York, the Authenticating Agent shall have its
principal office and place of business in the Borough of Manhattan, The City of
New York.

                  Any corporation into which any Authenticating Agent may be
merged or converted, or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which any
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency business of any Authenticating Agent, shall continue to be the
Authenticating Agent without the execution or filing of any paper or any further
act on the part of the Trustee or such Authenticating Agent.

                                       50
<PAGE>

                  Any Authenticating Agent may at any time, and if it shall
cease to be eligible shall, resign by giving written notice of resignation to
the Trustee and to the Company. The Trustee may at any time terminate the agency
of any Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time any
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 7.14, the Trustee shall upon Company Request appoint
a successor Authenticating Agent, and the Company shall provide notice of such
appointment to all Holders of Securities in the manner and to the extent
provided in Section 13.4. Any successor Authenticating Agent upon acceptance of
its appointment hereunder shall become vested with all rights, powers, duties
and responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent herein. The Company agrees to pay or to
cause to be paid to the Authenticating Agent from time to time reasonable
compensation for its services. The Authenticating Agent shall have no
responsibility or liability for any action taken by it as such in good faith at
the direction of the Trustee.

                                    ARTICLE 8

                      CONCERNING THE HOLDERS OF SECURITIES

                  Section 8.1 Action by Holders. Whenever in this Indenture it
is provided that the Holders of a specified percentage in aggregate principal
amount of the Securities of any series may take any action (including the making
of any demand or request, the giving of any notice, consent or waiver or the
taking of any other action) the fact that at the time of taking any such action
the Holders of such specified percentage have joined therein may be evidenced
(a) by any instrument or any number of instruments of similar tenor executed by
Holders in Person or by agent or proxy appointed in writing, or (b) by the
record of Holders voting in favor thereof at any meeting of such Holders duly
called and held in accordance with the provisions of ARTICLE 9, or (c) by a
combination of such instrument or instruments and any such record of such a
meeting of Holders. The Company may (but shall not be required to) set a record
date for purposes of determining the identity of Securityholders entitled to
vote or consent to any action by vote or consent authorized or permitted under
this Indenture, which record date shall be the later of 10 days prior to the
first solicitation of such consent or the date of the most recent list of
Holders furnished to the Trustee pursuant to Section 5.1 of this Indenture prior
to such solicitation. If a record date is fixed, those Persons who were
Securityholders at such record date (or their duly designated proxies), and only
those Persons, shall be entitled to take such action by vote or consent or to
revoke any vote or consent previously given, whether or not such Persons
continue to be Holders after such record date.

                  Section 8.2 Proof of Execution of Instruments by Holders of
Securities. Subject to Section 7.1, Section 7.2 and Section 9.5, the execution
of any instrument by a Holder of a Security or his agent or proxy may be proved
in any reasonable manner that the Trustee deems sufficient, including, without
limitation, in the following manner:

                                       51
<PAGE>

                  The fact and date of the execution by any such Person of any
instrument may be proved by the certificate of any notary public or other
officer authorized to take acknowledgments of deeds, that the Person executing
such instrument acknowledged to him the execution thereof, or by an affidavit or
written statement of a witness to such execution. Where such execution is by an
officer of a corporation or association or a member of a partnership on behalf
of such corporation, association or partnership, as the case may be, or by any
other Person acting in a representative capacity, such certificate, affidavit or
written statement shall also constitute sufficient proof of his authority.

                  The ownership of Securities shall be proved by the Securities
Register or by a certificate of the Securities Registrar.

                  The record of any Holders' meeting shall be proved in the
manner provided in Section 9.6.

                  Section 8.3 Holders to be Treated as Owners. The Company, the
Trustee and any agent of the Company or the Trustee may deem and treat the
Person in whose name any Security shall be registered upon the Security Register
as the absolute owner of such Security (notwithstanding any notation of
ownership or other writing thereon) for the purpose of receiving payment of
principal of, and premium, if any, and (subject to Section 3.6 and Section 3.8)
interest, if any, on, such Security, and for all other purposes whatsoever,
whether or not such Security be overdue, and neither the Company, the Trustee
nor any agent of the Company or the Trustee shall be affected by notice to the
contrary. All such payments so made to any Holder for the time being, shall be
valid, and, to the extent of the sum or sums so paid, effectual to satisfy and
discharge the liability for moneys payable upon such Security.

                  None of the Company, the Trustee or any agent of the Company
or the Trustee shall have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership interest
of a Global Security, or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interest. Notwithstanding the foregoing,
with respect to any Global Security, nothing herein shall prevent the Company or
the Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by any Depository
(or its nominee), as a Holder, with respect to such Global Security or impair,
as between such Depository and owners of beneficial interests in such Global
Security, the operation of customary practices governing the exercise of the
right of such Depository (or its nominee) as holder of such Global Security.

                  Section 8.4 Securities Owned by Company Deemed Not
Outstanding. In determining whether the Holders of the requisite aggregate
principal amount of Securities of any or all series have concurred in any
direction, consent or waiver under this Indenture, Securities which are owned by
the Company or any other obligor on the Securities with respect to which such
determination is being made or by any Person directly or indirectly controlling
or controlled by or under direct or indirect common control with the Company or
any other obligor on the Securities with respect to which such determination is
being made shall be disregarded and deemed not to be Outstanding

                                       52
<PAGE>

for the purpose of any such determination, except that for the purpose of
determining whether the Trustee shall be protected in relying on any such
direction, consent or waiver only Securities which the Trustee knows are so
owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company or any other obligor on
the Securities. In case of a dispute as to such right, the advice of counsel
shall be full protection in respect of any decision made by the Trustee in
accordance with such advice. Upon request of the Trustee, the Company shall
furnish to the Trustee promptly an Officers' Certificate listing and identifying
all Securities, if any, known by the Company to be owned or held by or for the
account of any of the above-described Persons; and, subject to Section 7.1 and
Section 7.2, the Trustee shall be entitled to accept such Officers' Certificate
as conclusive evidence of the facts therein set forth and of the fact that all
Securities not listed therein are Outstanding for the purpose of any such
determination.

                  Section 8.5 Right of Revocation of Action Taken. At any time
prior to (but not after) the evidencing to the Trustee, as provided in Section
8.1, of the taking of any action by the Holders of the percentage in aggregate
principal amount of the Securities of any or all series, as the case may be,
specified in this Indenture in connection with such action, any Holder of a
Security, the number, letter or other distinguishing symbol of which is shown by
the evidence to be included in the Securities the Holders of which have
consented to such action, may, by filing written notice at the Corporate Trust
Office and upon proof of holding as provided in this Article, revoke such action
so far as concerns such Security. Except as aforesaid, any such action taken by
the Holder of any Security shall be conclusive and binding upon such Holder and
upon all future Holders and owners of such Security and of any Securities issued
in exchange or substitution therefor, irrespective of whether or not any
notation in regard thereto is made upon any such Security or such other
Security. Any action taken by the Holders of the percentage in aggregate
principal amount of the Securities of any or all series, as the case may be,
specified in this Indenture in connection with such action shall be conclusively
binding upon the Company, the Trustee and the Holders of all the Securities
affected by such action.

                                    ARTICLE 9

                                HOLDERS' MEETINGS

                  Section 9.1 Purposes of Meetings. A meeting of Holders of
Securities of any or all series may be called at any time and from time to time
pursuant to the provisions of this Article for any of the following purposes:

                  (a)      to give any notice to the Company or to the Trustee
for the Securities of such series, or to give any directions to the Trustee, or
to consent to the

                                       53
<PAGE>

waiving of any default hereunder and its consequences, or to take any other
action authorized to be taken by Holders pursuant to any of the provisions of
ARTICLE 6;

                  (b)      to remove the Trustee and nominate a successor
Trustee pursuant to the provisions of ARTICLE 7;

                  (c)      to consent to the execution of an indenture or
indentures supplemental hereto pursuant to the provisions of Section 10.2; or

                  (d)      to take any other action authorized to be taken by or
on behalf of Holders of any specified aggregate principal amount of the
Securities of any or more or all series, as the case may be, under any other
provision of this Indenture or under applicable law.

                  Section 9.2 Call of Meetings by Trustee. The Trustee may at
any time call a meeting of Holders of Securities to take any action specified in
Section 9.1, to be held at such time and at such place in the Borough of
Manhattan, The City of New York, or such other Place of Payment, as the Trustee
shall determine. Notice of every meeting of the Holders of Securities, setting
forth the time and the place of such meeting, and in general terms the action
proposed to be taken at such meeting, shall be given to Holders of Securities of
the particular series in the manner and to the extent provided in Section 13.4.
Such notice shall be given not less than 20 nor more than 90 days prior to the
date fixed for the meeting.

                  Section 9.3 Call of Meetings by Company or Holders. In case at
any time the Company, pursuant to a resolution of its Board of Directors, or the
Holders of at least 10% in aggregate principal amount of the Outstanding
Securities of any or all series, as the case may be, shall have requested the
Trustee to call a meeting of Holders of Securities of any or all series, as the
case may be, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee for such series shall not
have given the notice of such meeting within 20 days after receipt of such
request, then the Company or such Holders may determine the time and the place
in the Borough of Manhattan or other Place of Payment for such meeting and may
call such meeting to take any action authorized in Section 9.1, by giving notice
thereof as provided in Section 9.2.

                  Section 9.4 Qualifications for Voting. To be entitled to vote
at any meeting of Holders a Person shall be (a) a Holder of one or more
outstanding Securities with respect to which such meeting is being held or (b) a
Person appointed by an instrument in writing as proxy by such Holder. The only
Persons who shall be entitled to be present or to speak at any meeting of
Holders shall be the Persons entitled to vote at such meeting and their counsel
and any representatives of the Trustee and its counsel and any representatives
of the Company and its counsel.

                  Section 9.5 Regulations. Notwithstanding any other provisions
of this Indenture, the Trustee may make such reasonable regulations as it may
deem advisable for any meeting of Holders of the Securities in regard to proof
of the holding of Securities

                                       54
<PAGE>

and of the appointment of proxies, and in regard to the appointment and duties
of inspectors of votes, the submission and examination of proxies, the one
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall think fit.

                  The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders of Securities as provided in Section 9.3, in which
case the Company or the Holders calling the meeting, as the case may be, shall
in like manner appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by majority vote of the
meeting.

                  Subject to Section 8.4, at any meeting each Holder of
Securities with respect to which such meeting is being held or proxy therefor
shall be entitled to one vote for each $1,000 principal amount (in the case of
original Issue Discount Securities, such principal amount to be determined as
provided in the definition of "Outstanding") of Securities held or represented
by him; provided, however, that no vote shall be cast or counted at any meeting
in respect of any such Security challenged as not Outstanding and ruled by the
chairman of the meeting to be not Outstanding. The chairman of the meeting shall
have no right to vote other than by virtue of Securities held by him or
instruments in writing aforesaid duly designating him as the Person to vote on
behalf of other Holders. At any meeting of Holders, the presence of Persons
holding or representing Securities with respect to which such meeting is being
held in an aggregate principal amount sufficient to take action on the business
for the transaction of which such meeting was called shall constitute a quorum,
but, if less than a quorum is present, the Persons holding or representing a
majority in aggregate principal amount of such Securities represented at the
meeting may adjourn such meeting with the same effect, for all intents and
purposes, as though a quorum had been present. Any meeting of Holders of
Securities with respect to which a meeting was duly called pursuant to the
provisions of Section 9.2 or Section 9.3 may be adjourned from time to time by
Persons holding or representing a majority in aggregate principal amount of such
Securities represented at the meeting, present, whether or not constituting a
quorum, and the meeting may be held as so adjourned without further notice.

                  Section 9.6 Voting. The vote upon any resolution submitted to
any meeting of Holders of Securities with respect to which such meeting is being
held shall be by written ballots on which shall be subscribed the signatures of
such Holders or of their representatives by proxy and the serial number or
numbers of the Securities held or represented by them. The permanent chairman of
the meeting shall appoint two inspectors of votes who shall count all votes cast
at the meeting for or against any resolution and who shall make and file with
the secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting. A record in duplicate of the proceedings of each
meeting of holders shall be prepared by the secretary of the meeting and there
shall be attached to said record the original reports of the inspectors of votes
on any vote by ballot taken thereat and affidavits by one or more Persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was mailed as provided in Section 9.2. The record shall
show the serial numbers of the

                                       55
<PAGE>

Securities voting in favor of or against any resolution. The record shall be
signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one of the duplicates shall be delivered to the Company and the
other to the Trustee to be preserved by the Trustee.

                  Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

                  Section 9.7 No Delay of Rights by Reason of Meeting. Nothing
in this Article contained shall be deemed or construed to authorize or permit,
by reason of any call of a meeting of Holders or any rights expressly or
impliedly conferred hereunder to make such call, any hindrance or delay in the
exercise of any right or rights conferred upon or reserved to the Trustee or to
the Holders under any of the provisions of this Indenture or of the Securities
of any series.

                                   ARTICLE 10

                             SUPPLEMENTAL INDENTURES

                  Section 10.1 Supplemental Indentures Without Consent of
Securityholders. Without the consent of any Holders of Securities, the Company,
when authorized by a resolution of its Board of Directors, and the Trustee may
from time to time and at any time enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act as in force at the date of the execution thereof) for one or more
of the following purposes:

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

                  (b)      to evidence the succession of another Person to the
Company, or successive successions, and the assumption by the successor Person
of the covenants, agreements and obligations of the Company under this Indenture
and the Securities, in each case in compliance with the indenture;

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

                                       56
<PAGE>

in aggregate principal amount of the Securities of such series to waive such an
Event of Default;

                  (d)      to cure any ambiguity or to correct or supplement any
provision contained herein or in any supplemental indenture which may be
defective or inconsistent with any other provision contained herein or in any
supplemental indenture; or to make such other provisions in regard to matters or
questions arising under this Indenture or under any supplemental indenture as
the Board of Directors may deem necessary or desirable and which shall not
materially adversely affect the interests of the Holders of any Securities;

                  (e)      to establish the form or terms of Securities of any
series as permitted by Section 3.1;

                  (f)      to provide for the issuance under this Indenture of
Securities in coupon form (including Securities registrable as to principal
only), to provide for interchangeability thereof with Securities in registered
form of the same series and to make all appropriate changes for such purpose, or
to permit or facilitate the issuance of Securities of any series in
uncertificated form provided any such action shall not adversely affect the
interests of the Holders of Outstanding Securities of any series in any material
respect;

                  (g)      to add to, delete from or revise the conditions,
limitations and restrictions on the authorized amount, terms or purposes of
issue, authentication and delivery of Securities, as herein set forth;

                  (h)      to add any additional Events of Default with respect
to all or any series of Securities (as shall be specified in such supplemental
indenture);

                  (i)      to supplement any of the provisions of this Indenture
to such extent as shall be necessary to permit or facilitate the defeasance and
discharge of any series of Securities pursuant to ARTICLE 12, provided that any
such action shall not adversely affect the interests of any Holder of an
Outstanding Security of such series or any other Outstanding Security in any
material respect;

                  (j)      to make provisions with respect to conversion or
exchange rights of Holders of Securities of any series;

                  (k)      to provide for the issuance under this Indenture of
Securities denominated or payable in currency other than Dollars and to make all
appropriate changes for such purpose;

                  (l)      to evidence and provide for the acceptance of
appointment hereunder by a successor trustee with respect to the Securities,
pursuant to Section 7.11, or to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee;

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<PAGE>

                  (m)      to modify any restrictions on and procedures for
resales of securities of any series that is not registered pursuant to the
Securities Act to reflect any change in applicable law or regulation (or the
interpretation thereof) or in practices relating to the resale or transfer of
restricted securities generally and to modify any legends placed on such
Securities to reflect such restrictions and procedures;

                  (n)      to add to or change or eliminate any provision of
this Indenture as shall be necessary or desirable to conform to provisions of
the Trust Indenture Act as at the time in effect, provided that such action
shall not materially adversely affect the interests of the Holders of the
Securities of any series; and

                  (o)      otherwise to amend or supplement any of the
provisions of this Indenture or in any supplemental indenture; provided,
however, that no such amendment or supplement shall materially adversely affect
the interests of the Holders of any Securities then Outstanding.

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

                  Any supplemental indenture authorized by the provisions of
this Section may be executed without the consent of the Holders of any of the
Securities at the time Outstanding, notwithstanding any of the provisions of
Section 10.2.

                  Section 10.2 Supplemental Indentures With Consent of
Securityholders. With the consent (evidenced as provided in Article VIII) of the
Holders of not less than a majority in aggregate principal amount of the
Securities at the time Outstanding of all series affected by such supplemental
indenture (voting as one class), the Company, when authorized by a resolution of
its Board of Directors, and the Trustee may, from time to time and at any time,
enter into an indenture or indentures supplemental hereto (which shall conform
to the provisions of the Trust Indenture Act as in force at the date of
execution thereof) for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture or of modifying in any manner the rights of the Holders
of the Securities of each such series; provided that no such supplemental
indenture shall (a) change the Stated Maturity of the principal of, or any
premium or installment of interest on or any Additional Amounts with respect to,
any Security of such series, or reduce the principal amount thereof (or modify
the calculation of such principal amount) or rate of interest thereon or any
Additional Amounts with respect thereto (or modify the calculation of such
rate), or any premium payable on redemption thereof or otherwise, or reduce the
amount of the principal of an Original Issue Discount Security that would be due
and payable upon an acceleration with respect thereto pursuant to Section 6.1 or
the amount thereof provable in bankruptcy pursuant to Section 6.2, or change the
obligation of the Company to pay Additional Amounts pursuant to Section 4.4
(except as contemplated by Section 11.1 and

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<PAGE>

permitted by Section 10.1), or change the redemption provisions, or change the
Place of Payment, currency in which the principal of, any premium or interest
on, or any Additional Amounts with respect to any security is payable, or impair
or adversely affect the right of any Securityholder to institute suit for the
payment thereof or, if the Securities provide therefor, any right of repayment
at the option of the Securityholder, without the consent of the Holder of each
Security of such series so affected; or (b) reduce the aforesaid percentage of
the principal amount of Securities Outstanding of such series, the consent of
the Holders of which is required for any such supplemental indenture or any
waiver of any obligations of the Company under this Indenture, without the
consent of the Holders of each Security of such series so affected, or reduce
the requirements for quorum on voting; or (c) modify any of the provisions this
Section or Section 6.10 except to increase any such percentage or to provide
that certain other provisions of this Indenture cannot be modified without the
consent of the Holder of each Outstanding Security thereby.

                  Upon the request of the Company, accompanied by a Board
Resolution authorizing the execution of any such supplemental indenture, and
upon the filing with the Trustee of evidence of the consent of Securityholders
as aforesaid and other documents, if any, required by Section 8.1, the Trustee
shall join with the Company in the execution of such supplemental indenture
unless such supplemental indenture affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion, but shall not be obligated to, enter into such supplemental
indenture.

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

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

                  Section 10.3 Notice of Supplemental Indenture. Promptly after
the execution by the Company and the Trustee of any supplemental indenture
pursuant to the provisions of Section 10.2, the Company shall mail a notice
thereof by first-class mail to the Holders of Securities of each series affected
thereby at their addresses as they shall appear on the Security Register,
setting forth in general terms the substance of such supplemental indenture. Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture.

                  Section 10.4 Effect of Supplemental Indenture. Upon the
execution of any supplemental indenture pursuant to the provisions of this
Article, this Indenture shall be and be deemed to be modified and amended in
accordance therewith, but only with

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<PAGE>

regard to the Securities of each series affected by such supplemental indenture,
and the respective rights, limitations of rights, obligations, duties and
immunities under this Indenture of the Trustee, the Company and the Holders of
any Securities of such series affected thereby shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes with regard to the Securities of such series.

                  Section 10.5 Documents To Be Given to Trustee. The Trustee,
subject to the provisions of Section 7.1 and Section 7.2, shall be provided
with, in addition to the documents required by Section 13.6, an Officers'
Certificate and an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant to this Article complies with the
applicable provisions of this Indenture and is authorized or permitted by this
Indenture.

                  Section 10.6 Notation on Securities in Respect of Supplemental
Indentures. Securities of any series affected by any supplemental indenture
which are authenticated and delivered after the execution of such supplemental
indenture pursuant to the provisions of this Article may bear a notation in form
approved by the Company and the Trustee as to any matter provided for in such
supplemental indenture. If the Company shall so determine, new Securities of any
series so modified as to conform, in the opinion of the Company, to any
modification of this Indenture contained in any such supplemental indenture may
be prepared by the Company, authenticated by the Trustee and delivered in
exchange for the Securities of such series then Outstanding.

                                   ARTICLE 11

                   CONSOLIDATION, AMALGAMATION, MERGER OR SALE

                  Section 11.1 Company May Consolidate, Etc., Only on Certain
Terms. The Company shall not consolidate or amalgamate with or merge into any
other Person (whether or not affiliated with the Company), or convey, transfer
or lease its properties and assets as an entirety or substantially as an
entirety to any other Person (whether or not affiliated with the Company), and
the Company shall not permit any other Person (whether or not affiliated with
the Company) to consolidate or amalgamate with or merge into the Company or
convey, transfer or lease its properties and assets as an entirety or
substantially as an entirety to the Company, unless:

                  (a)      in case the Company shall consolidate or amalgamate
with or merge into another Person or convey, transfer or lease its properties
and assets as an entirety or substantially as an entirety to any Person, the
Person formed by such consolidation or amalgamation or into which the Company is
merged or the Person which acquires by conveyance or transfer, or which leases,
the properties and assets of the Company as an entirety or substantially as an
entirety shall be a Corporation or limited liability company organized and
existing under the laws of the United States of America, any state thereof or
the District of Columbia, Bermuda, or any other country (including under the
laws of any state, province or other political subdivision thereof) which is on

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<PAGE>

the date of this Indenture a member of the organization for Economic Cooperation
and Development, and shall expressly assume, by an indenture (or indentures, if
at such time there is more than one Trustee) supplemental hereto, executed by
the successor Person and delivered to the Trustee the due and punctual payment
of the principal of, any premium and interest on and any Additional Amounts with
respect to all the Securities and the performance of every obligation in this
Indenture and the Outstanding Securities on the part of the Company to be
performed or observed and shall provide for conversion or exchange rights in
accordance with the provisions of the Securities of any series that are
convertible or exchangeable into Common Stock or other securities; and

                  (b)      immediately after giving effect to such transaction
and treating any indebtedness which becomes an obligation of the Company or a
Designated Subsidiary as a result of such transaction as having been incurred by
the Company or a Designated Subsidiary at the time of such transaction, no Event
of Default or event which, after notice or lapse of time, or both, would become
an Event of Default, shall have occurred and be continuing.

                  Section 11.2 Opinion of Counsel. Either the Company or the
successor Person shall deliver to the Trustee prior to the proposed
transaction(s) covered by Section 11.1 an Officers' Certificate and an Opinion
of Counsel stating that the transaction(s) and such supplemental indenture are
authorized and permitted by this Indenture and that all conditions precedent to
the consummation of the transaction(s) under this Indenture have been met.

                  Section 11.3 Successor Person Substituted. Upon any
consolidation or amalgamation by the Company with or merger of the Company into
any other Person or any lease, sale, assignment, or transfer of all or
substantially all of the property and assets of the Company in accordance with
Section 11.1, the successor Person formed by such consolidation or amalgamation
or into which the Company is merged or the successor Person or affiliated group
of Persons to which such lease, sale, assignment, or transfer is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
Person or Persons had been named as the Company herein, and thereafter, except
in the case of a lease, the predecessor Person or Persons shall be relieved of
all obligations and covenants under this Indenture and the Securities and in the
event of such conveyance or transfer, except in the case of a lease, any such
predecessor Person may be dissolved and liquidated.

                                   ARTICLE 12

                    SATISFACTION AND DISCHARGE OF INDENTURE,
                                UNCLAIMED MONEYS

                  Section 12.1 Satisfaction and Discharge of Securities of Any
Series. The Company shall be deemed to have satisfied and discharged this
Indenture with respect to the entire indebtedness on all the outstanding
Securities of any particular series,

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<PAGE>

and the Trustee, at the expense of the Company and upon Company Request, shall
execute proper instruments acknowledging such satisfaction and discharge, when

                  (a)      either:

                           (i)      all Outstanding Securities of such series
                  theretofore authenticated and delivered (other than (i) any
                  Securities of such series which have been destroyed, lost or
                  stolen and which have been replaced or paid as provided in
                  Section 3.7 and (ii) Outstanding Securities of such series for
                  whose payment money has theretofore been deposited in trust or
                  segregated and held in trust by the Company and thereafter
                  repaid to the Company or discharged from such trust, as
                  provided in Section 12.3) have been delivered to the Trustee
                  for cancellation; or

                           (ii)     all Outstanding Securities of such series
                  described in sub-clause (i) above (other than the Securities
                  referred to in the parenthetical phrase thereof) not
                  theretofore delivered to the Trustee for cancellation:

                           (x)      have become due and payable;

                           (y)      will become due and payable at their Stated
                                    Maturity within one year; or

                           (z)      if redeemable at the option of the Company
                                    or pursuant to the operation of a sinking
                                    fund, are to be called for redemption within
                                    one year under arrangements satisfactory to
                                    the Trustee for the giving of notice of
                                    redemption by the Trustee in the name, and
                                    at the expense, of the Company; and

                                    (A)      the Company has irrevocably
                  deposited or caused to be irrevocably deposited with the
                  Trustee as trust funds in trust an amount (except as otherwise
                  specified pursuant to Section 3.1 for the Securities of such
                  series) sufficient to pay and discharge the entire
                  indebtedness on all such Outstanding Securities of such
                  series, not therefore delivered to the Trustee for
                  cancellation, including the principal of, any premium and
                  interest on, and any Additional Amounts with respect to such
                  Securities (based upon applicable law as in effect on the date
                  of such deposit), to the date of such deposit (in the case of
                  Securities which have become due and payable) or to the
                  Maturity thereof, as the case may be;

                                    (B)      the Company has irrevocably
                  deposited or caused to be irrevocably deposited with the
                  Trustee as obligations in trust such amount of Government
                  Obligations as will, in a written opinion of independent
                  public accountants delivered to the Trustee, together with the
                  predetermined and certain income to accrue thereon (without
                  consideration of any reinvestment thereof), be sufficient to
                  pay and discharge when due the entire indebtedness on all such
                  Outstanding

                                       62
<PAGE>

                  Securities of such series for unpaid principal (and premium,
                  if any), interest on, and any Additional Amounts to the date
                  of such deposit (in the case of Securities which have become
                  due and payable) or Maturity thereof, as the case may be;

                  (b)      the Company has paid or caused to be paid all other
sums payable with respect to the outstanding Securities of such series including
all fees due to the Trustee under Section 7.6;

                  (c)      the Company has delivered to the Trustee an Officers'
Certificate and an opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the due satisfaction and discharge of
this Indenture with respect to the entire indebtedness on all Outstanding
Securities of any such series have been complied with; and

                  (d)      if the Securities of such series are not to become
due and payable at their Stated Maturity within one year of the date of such
deposit or are not to be called for redemption within one year of the date of
such deposit under arrangements satisfactory to the Trustee as of the date of
such deposit, then the Company shall have given, not later than the date of such
deposit, notice of such deposit to the Holders of the Securities of such series.

                  Upon the satisfaction of the conditions set forth in this
Section 12.1 with respect to all the Outstanding Securities of any series, the
terms and conditions with respect thereto set forth in this Indenture shall no
longer be binding upon, or applicable to, the Company; provided, however, that
the Company shall not be discharged from (a) any obligations under Section 7.6
and Section 7.10 and (b) any obligations under Section 3.6, Section 3.7, Section
5.1 and Section 12.3 and (c) any obligations under Section 4.4, with respect to
the payment of any Additional Amounts, if any, (but only to the extent that the
Additional Amounts payable with respect to any Outstanding Securities of such
series exceed the amount deposited in respect of such Additional Amounts
pursuant to Section 12.1(a)(ii)); and provided, further, that in the event a
petition for relief under the Federal Bankruptcy Code or a successor statute is
filed with respect to the Company within 91 days after the deposit, this
Indenture with respect to the entire indebtedness on all Securities of such
series shall not be discharged, and in such event the Trustee shall return such
deposited funds or obligations as it is then holding to the Company upon Company
Request.

                  Section 12.2 Defeasance and Covenant Defeasance. (a) Unless
pursuant to Section 3.1, either or both of (i) defeasance of the Securities of
or within a series under clause (b) of this Section 12.2 shall not be applicable
with respect to the Securities of such series or (ii) covenant defeasance of the
Securities of or within a series under clause (c) of this Section 12.2 shall not
be applicable with respect to the Securities of such series, then such
provisions, together with the other provisions of this Section 12.2 (with such
modifications thereto as may be specified pursuant to Section 3.1 with respect
to any Securities), shall be applicable to such Securities and the Company may
at its option by Board Resolution, at any time, with respect to such Securities,
elect to have Section

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12.2(b) or Section 12.2(c) be applied to such Outstanding Securities
upon compliance with the conditions set forth below in this Section 12.2.

                  (b       Upon the Company's exercise of the above option
applicable to this Section 12.2(b) with respect to any Securities of or within a
series, the Company shall be deemed to have been discharged from its obligations
with respect to such Outstanding Securities on the date the conditions set forth
in clause (d) of this Section 12.2 are satisfied (hereinafter, "defeasance").
For this purpose, such defeasance means that the Company shall be deemed to have
paid and discharged the entire Indebtedness represented by such Outstanding
Securities which shall thereafter be deemed to be "Outstanding" only for the
purposes of clause (c) of this Section 12.2 and the other Sections of this
Indenture referred to in clauses (i) and (ii) below, and to have satisfied all
of its other obligations under such Securities and this Indenture insofar as
such Securities are concerned (and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the
following which shall survive until otherwise terminated or discharged
hereunder: (i) the rights of Holders of such Outstanding Securities, solely from
the trust fund described in clause (d) of this Section 12.2 and as more fully
set forth in such clause, payments in respect of the principal of (and premium,
if any) and interest, if any, on, and Additional Amounts, if any, with respect
to, such Securities when such payments are due, and any rights of such Holder to
convert such Securities into Common Stock of the Company or exchange such
Securities for other securities; (ii) the obligations of the Company and the
Trustee with respect to such Securities under Sections 3.6, 3.7, 4.2, 4.3 and
12.3 and with respect to the payment of Additional Amounts, if any, on such
Securities as contemplated by Section 4.4 (but only to the extent that the
Additional Amounts payable with respect to such Securities exceed the amount
deposited in respect of such Additional Amounts pursuant to Section 12.2(d)(1)
below), and with respect to any rights to convert such Securities into Common
Stock of the Company or exchange such Securities for other securities; (iii) the
rights, powers, trusts, duties and immunities of the Trustee hereunder
including, without limitation, the compensation, reimbursement and indemnities
provided in Section 7.6 herein; and (iv) this Section 12.2. The Company may
exercise its option under this Section 12.2(b) notwithstanding the prior
exercise of its option under clause (c) of this Section 12.2 with respect to
such Securities.

                  (c)      Upon the Company's exercise of the option to have
this Section 12.2(c) apply with respect to any Securities of or within a series,
the Company shall be released from its obligations in respect of any other
covenant applicable to such Securities, with respect to such Outstanding
Securities on and after the date the conditions set forth in clause (d) of this
Section 12.2 are satisfied (hereinafter, "covenant defeasance"), and such
Securities shall thereafter be deemed to be not "Outstanding" for the purposes
of any direction, waiver, consent or declaration or Act of Holders (and the
consequences of any thereof) in connection with any such covenant or obligation,
but shall continue to be deemed "Outstanding" for all other purposes hereunder.
For this purpose, such covenant defeasance means that, with respect to such
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
Section or such other covenant or obligation, whether directly or indirectly, by
reason of any reference elsewhere herein

                                       64
<PAGE>

to any such Section or such other covenant or obligation or by reason of
reference in any such Section or such other covenant to any other provision
herein or in any other document and such omission to comply shall not constitute
a default or an Event of Default under Section 6.1 but, except as specified
above, the remainder of this Indenture and such Securities shall be unaffected
thereby.

                  (d)      The following shall be the conditions to application
of clause (b) or (c) of this Section 12.2 to any outstanding Securities of or
within a series:

                           (i) The Company shall irrevocably have deposited or
                  caused to be deposited with the Trustee (or another trustee
                  satisfying the requirements of Section 7.8 who shall agree to
                  comply with the provisions of this Section 12.2 applicable to
                  it) as trust funds in trust for the purpose of making the
                  following payments, specifically pledged as security for, and
                  dedicated solely to, the benefit of the Holders of such
                  Securities, (1) an amount in Dollars or in such Foreign
                  Currency in which such Securities are then specified as
                  payable at Stated Maturity, or (2) Government Obligations
                  applicable to such Securities (determined on the basis of the
                  Currency in which such Securities are then specified as
                  payable at Stated Maturity) which through the scheduled
                  payment of principal and interest in respect thereof in
                  accordance with their terms will provide, not later than one
                  day before the due date of any payment with respect to such
                  Securities, money in an amount, or (3) a combination thereof,
                  in any case, in an amount, sufficient, without consideration
                  of any reinvestment of such principal and interest, in the
                  opinion of a nationally recognized firm of independent public
                  accountants expressed in a written certification thereof
                  delivered to the Trustee, to pay and discharge, and which
                  shall be applied by the Trustee (or other qualifying trustee)
                  to pay and discharge, (y) the principal of (and premium, if
                  any) and interest, if any, on, and any Additional Amounts with
                  respect to such Securities (based upon applicable law as in
                  effect on the date of such deposit), such Outstanding
                  Securities at the Stated Maturity or Redemption Date of such
                  principal or installment of principal or premium or interest
                  and (z) any mandatory sinking fund payments or analogous
                  payments applicable to such Outstanding Securities on the days
                  on which such payments are due and payable in accordance with
                  the terms of this Indenture and of such Securities and, if
                  applicable, shall have made irrevocable arrangements
                  satisfactory to the Trustee for the redemption of any
                  Securities to be redeemed at the option of the Company in
                  connection with such deposit.

                           (ii) No Event of Default or event which with notice
                  or lapse of time or both would become an Event of Default with
                  respect to such Securities shall have occurred and be
                  continuing on the date of such deposit (after giving effect
                  thereto) and, with respect to defeasance only, no event
                  described in Section 6.1(f) or (g) at any time during the
                  period ending on the 91st day after the date of such deposit
                  (it being understood

                                       65
<PAGE>

                  that this condition shall not be deemed satisfied until the
                  expiration of such period).

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

                           (iv) In the case of an election under clause (b) of
                  this Section 12.2 for which the Place of Payment is within the
                  United States, the Company shall have delivered to the Trustee
                  an Opinion of Counsel stating that (i) the Company has
                  received from the Internal Revenue Service a letter ruling, or
                  there has been published by the Internal Revenue Service a
                  Revenue Ruling, or (ii) since the date of execution of this
                  Indenture, there has been a change in the applicable Federal
                  income tax law, in either case to the effect that, and based
                  thereon such opinion shall confirm that, the Holders of such
                  Outstanding Securities will not recognize income, gain or loss
                  for Federal income tax purposes as a result of such defeasance
                  and will be subject to Federal income tax on the same amounts,
                  in the same manner and at the same times as would have been
                  the case if such defeasance had not occurred.

                           (v) In the case of an election under clause (c) of
                  this Section 12.2 with respect to Requested Securities and for
                  which the Place of Payment is within the United States, the
                  Company shall have delivered to the Trustee an Opinion of
                  Counsel to the effect that the Holders of such Outstanding
                  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 amounts,
                  in the same manner and at the same times as would have been
                  the case if such covenant defeasance had not occurred.

                           (vi) With respect to defeasance only, the Company
                  shall have delivered to the Trustee an opinion of Counsel to
                  the effect that, after the 91st day after the date of deposit,
                  all money and Government Obligations (or other property as may
                  be provided pursuant to Section 3.1) (including the proceeds
                  thereof) deposited or caused to be deposited with the Trustee
                  (or other qualifying trustee) pursuant to this clause (d) to
                  be held in trust will not be subject to recapture or avoidance
                  as a preference in any case or proceeding (whether voluntary
                  or involuntary) in respect of the Company under any Federal or
                  State bankruptcy, insolvency, reorganization or other similar
                  law, or any decree or order for relief in respect of the
                  Company issued in connection therewith (for which purpose such
                  Opinion of Counsel may assume that no Holder is an "insider").

                           (vii) With respect to defeasance only, the Company
                  shall have delivered to the Trustee an Officers' Certificate
                  as to solvency and the

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<PAGE>

                  absence of any intent of preferring the Holders over any other
                  creditors of the Company.

                           (viii) The Company shall have delivered to the
                  Trustee an Officers' Certificate and an Opinion of Counsel,
                  each stating that all conditions precedent to the defeasance
                  or covenant defeasance under clause (b) or (c) of this Section
                  12.2 (as the case may be) have been complied with.

                           (ix) Notwithstanding any other provisions of this
                  Section 12.2(d), such defeasance or covenant defeasance shall
                  be effected in compliance with any additional or substitute
                  terms, conditions or limitations which may be imposed on the
                  company in connection therewith pursuant to Section 3.1.

                  (e)      Unless otherwise specified in or pursuant to this
Indenture, if, after a deposit referred to in Section 12.2(d)(i) has been made,
(i) the Holder of a Security in respect of which such deposit was made is
entitled to, and does, elect pursuant to Section 3.1 or the terms of such
Security to receive payment in a Currency other than that in which the deposit
pursuant to Section 12.2(d)(i) has been made in respect of such Security, or
(ii) a Conversion Event occurs in respect of the Foreign Currency in which the
deposit pursuant to Section 12.2(d)(i) has been made, the indebtedness
represented by such Security shall be deemed to have been, and will be, fully
discharged and satisfied through the payment of the principal of (and premium,
if any), and interest, if any, on, and Additional Amounts, if any, with respect
to, such Security as the same becomes due out of the proceeds yielded by
converting (from time to time as specified below in the case of any such
election) the amount or other property deposited in respect of such Security
into the Currency in which such Security becomes payable as a result of such
election or Conversion Event based on (x) in the case of payments made pursuant
to clause (i) above, the applicable market exchange rate for such Currency in
effect on the second Business Day prior to each payment date, or (y) with
respect to a Conversion Event, the applicable market exchange rate for such
Foreign Currency in effect (as nearly as feasible) at the time of the Conversion
Event.

                  The Company shall pay and indemnify the Trustee (or other
qualifying trustee, collectively for purposes of this Section 12.2(d) and
Section 12.3, the "Trustee") against any tax, fee or other charge, imposed on or
assessed against the Government obligations deposited pursuant to this Section
12.2 or the principal or 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
such Outstanding Securities.

                  Anything in this Section 12.2 to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or Government Obligations (or other property and any proceeds
therefrom) held by it as provided in clause (d) of this Section 12.2 which, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be

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<PAGE>

required to be deposited to effect a defeasance or covenant defeasance, as
applicable, in accordance with this Section 12.2.

                  Section 12.3 Application of Trust Money. All money and
obligations deposited with the Trustee pursuant to Section 12.1 or 12.2 shall be
held irrevocably in trust and shall be made under the terms of an escrow trust
agreement in form and substance satisfactory to the Company and the Trustee.
Such money and obligations shall be applied by the Trustee, in accordance with
the provisions of the Securities, this Indenture and such escrow trust
agreement, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal of (and premium, if
any) and interest, if any, on the Securities for the payment of which such money
and obligations have been deposited with the Trustee. If Securities of any
series are to be redeemed prior to their Stated Maturity, whether pursuant to
any optional redemption provisions or in accordance with any mandatory or
optional sinking fund requirement, the Company shall give the required notice of
redemption or shall make such arrangements as are satisfactory to the Trustee
for the giving of notice of redemption by the Trustee in the name, and at the
expense, of the Company.

                  Section 12.4 Repayment of Moneys Held by Paying Agent. In
connection with the satisfaction and discharge of this Indenture with respect to
Securities of any series, all moneys with respect to such series then held by
any Paying Agent (and not required for such satisfaction and discharge) shall,
upon demand of the Company, be repaid to it or paid to the Trustee and thereupon
such Paying Agent shall be released from all further liability with respect to
such moneys.

                  Section 12.5 Return of Unclaimed Moneys Held by Trustee and
Paying Agent. Any moneys deposited with or paid to the Trustee or any Paying
Agent for the payment of the principal of, or premium, if any, or interest, if
any, on, Securities of any series and which shall not be applied but shall
remain unclaimed by the Holders of Securities of such series for two years after
the date upon which such payment shall have become due and payable, shall be
repaid to the Company by the Trustee on demand; and the Holder of any of such
Securities entitled to receive such payment shall thereafter look only to the
Company for the payment thereof; provided, however, that the Company or the
Trustee, before making any such repayment, shall at the expense of the Company
cause to be published once a week for two successive weeks (in each case on any
day of the week) in an Authorized Newspaper, or mail to each Holder, or both, a
notice that said moneys have not been so applied and that after a date named
therein any unclaimed balance of said moneys then remaining will be returned to
the Company.

                  If the Trustee or Paying Agent is unable to apply any money in
accordance with Section 12.3 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 Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Section 12.1 or Section 12.2 until such time as the Trustee or
Paying Agent is permitted to apply all such money in accordance with Section
12.3; provided, however, that if the Company makes any

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<PAGE>

payment of interest on or principal of, or any Additional Amounts, with respect
to 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 held by the Trustee or Paying Agent.

                                   ARTICLE 13

                            MISCELLANEOUS PROVISIONS

                  Section 13.1 Incorporators, Stockholders, Officers and
Directors of Company Exempt from Individual Liability. No recourse under or upon
any obligation, covenant or agreement contained in this Indenture, or in any
Security, or for any claim based thereon or otherwise in respect thereof, or
because of any indebtedness evidenced thereby, shall be had against any
incorporator, as such, or against any past, present or future stockholder,
officer or director, as such, of the Company or of any successor, either
directly or through the Company or any successor, under any rule of law, statute
or constitutional provision or by the enforcement of any assessment or by any
legal or equitable proceeding or otherwise it being expressly understood that
this Indenture and the obligations issued hereunder are solely corporate
obligations, and that no such personal liability whatever shall attach to, or is
or shall be incurred by, the incorporators, shareholders, officers or directors,
as such, of the Company, or any of them, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any Security or
implied therefrom; and that any and all such personal liability of every name
and nature, either at common law or in equity or by constitution or statute, of,
and any and all such rights and claims against, every such incorporator,
shareholder, officer or director, as such, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any Security or
implied therefrom, are hereby expressly waived and released as a condition of,
and as a consideration for, the execution of this Indenture and the issuance of
such Security.

                  Section 13.2 Provisions of Indenture for the Sole Benefit of
Parties and Securityholders. Nothing in this Indenture or in the Securities,
expressed or implied, shall give or be construed to give to any Person, other
than the parties hereto and their successors and the Holders of the Securities,
any legal or equitable right, remedy or claim under this Indenture or under any
covenant or provision herein contained, all such covenants and provisions being
for the sole benefit of the parties hereto and their successors and the Holders
of the Securities.

                  Section 13.3 Successors and Assigns of Company Bound by
Indenture. All the covenants, stipulations, promises and agreements in this
Indenture contained by or on behalf of the Company shall bind its successors and
assigns, whether so expressed or not.

                  Section 13.4 Notices to Holders; Waiver. Where this Indenture
provides for notice to Holders of any event, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed by
first-class mail, postage

                                       69
<PAGE>

prepaid, to such Holders as their names and addresses appear on the Securities
Register within the time prescribed.

                  Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance on such waiver. In any case where notice to Holders is given
by mail, neither the failure to mail such notice, nor any defect in any notice
so mailed to any particular Holder, shall affect the sufficiency of such notice
with respect to other Holders, and any notice which is mailed in the manner
herein provided shall be conclusively presumed to have been duly given. In the
case by reason of the suspension of regular mail service or by reason of any
other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder. In case by reason of the
suspension of publication of any Authorized Newspapers or by reason of any other
cause it shall be impracticable to publish any notice to Holders otherwise
required or permitted under this Indenture, then such notification as shall be
given with the approval of the Trustee shall constitute sufficient notice to
such Holders for every purpose hereunder.

                  Section 13.5 Addresses for Notices. Any notice or demand which
by any provision of this Indenture is required or permitted to be given or
served by the Trustee or by the Holders of Securities of any series on the
Company may be given or served by registered mail addressed (until another
address is filed by the Company with the Trustee) as follows: Platinum
Underwriters Holdings, Ltd., The Belvedere Building, 69 Pitts Bay Road,
Pembroke, Bermuda, HM 08 and Attention: Chief Operating Officer. Any notice,
direction, request or demand by the Company or any Holders of Securities of any
series to or upon the Trustee shall be deemed to have been sufficiently given or
made, for all purposes, if received at the Corporate Trust Office of such
Trustee.

                  Section 13.6 Officers' Certificates and Opinions of Counsel;
Statements to Be Contained Therein. Upon any application or demand by the
Company to the Trustee to take any action under any of the provisions of this
Indenture, the Company shall furnish to the Trustee an Officers' Certificate
stating that all conditions precedent (including any covenants compliance with
which constitutes a condition precedent), if any, provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of
Counsel stating that in the opinion of such counsel all such conditions
precedent (including any covenants compliance with which constitutes a condition
precedent) have been complied with, except that in the case of any such
application or demand as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or demand, no additional certificate or opinion need be
furnished.

                  Each certificate or opinion provided for in this Indenture
(other than annual certificates provided pursuant to Section 4.7) and delivered
to the Trustee with respect to compliance with a condition or covenant provided
for in this Indenture shall

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<PAGE>

include (a) a statement that the Person making such certificate or opinion has
read such covenant or condition, (b) a brief statement as to the nature and
scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based, (c) a statement that, in the
opinion of such Person, he has made such examination or investigation as is
necessary to enable him to express an informed opinion as to whether or not such
covenant or condition has been complied with and (d) a statement as to whether
or not, in the opinion of such Person, such condition or covenant has been
complied with.

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

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

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

                  Section 13.7 Separability Clause. In case any provision of
this Indenture or of the Securities shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

                  Section 13.8 Legal Holidays. In any case where any Interest
Payment Date, Redemption Date or Stated Maturity of any Security shall not be a
Business Day in any Place of Payment, then (notwithstanding any other provision
of this Indenture or of the Securities, other than a provision in Securities of
any series, or any Tranche thereof, or in the indenture supplemental hereto,
Board Resolution or Officers' Certificate that establishes the terms of the
Securities of such series or Tranche, which specifically states that such
provision shall apply in lieu of this Section) payment of interest or principal
and premium, if any, need not be made at such Place of Payment on such date, but
may be made on the next succeeding Business Day at such Place of Payment with
the same force

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<PAGE>

and effect as if made on the Interest Payment Date or Redemption Date, or at the
Stated Maturity, and, if such payment is made or duly provided for on such
Business Day, no interest shall accrue on the amount so payable for the period
from and after such Interest Payment Date, Redemption Date or Stated Maturity,
as the case may be, to such Business Day.

                  Section 13.9 Conflict of Any Provision of Indenture with Trust
Indenture Act. If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with a provision of the Trust Indenture Act that is
required under such Act to be a part of and govern this Indenture, the latter
provision shall control. If any provision of this Indenture modifies or excludes
any provision of the Trust Indenture Act that may be so modified or excluded,
the former provision shall control.

                  Section 13.10 Governing Law. This Indenture and each Security
shall be deemed to be a contract governed by and construed in accordance with
the laws of the State of New York applicable to agreements made or instruments
entered into and, in each case, performed in said state.

                  Section 13.11 Judgment Currency. The Company agrees, to the
fullest extent that it may effectively do so under applicable law, that (a) if
for the purpose of obtaining judgment in any court it is necessary to convert
the sum due in respect of the principal of, or premium or interest, if any, or
Additional Amounts on the Securities of any series (the "Required Currency")
into a currency in which a judgment will be rendered (the "Judgment Currency"),
the rate of exchange used shall be the rate at which in accordance with normal
banking procedures the Trustee could purchase in the City of New York the
requisite amount of the Required Currency with the Judgment Currency on the New
York Banking Day preceding the day on which a final unappealable judgment is
given and (b) its obligations under this Indenture to make payments in the
Required Currency (i) shall not be discharged or satisfied by any tender, or any
recovery pursuant to any judgment (whether or not entered in accordance with
clause (a)), in any currency other than the Required Currency, except to the
extent that such tender or recovery shall result in the actual receipt, by the
payee, of the full amount of the Required Currency expressed to be payable in
respect of such payments, (ii) shall be enforceable as an alternative or
additional cause of action for the purpose of recovering in the Required
Currency the amount, if any, by which such actual receipt shall fall short of
the full amount of the Required Currency so expressed to be payable and (iii)
shall not be affected by judgment being obtained for any other sum due under
this Indenture. For purposes of the foregoing, "New York Banking Day" means any
day except a Saturday, Sunday or a legal holiday in The City of New York or a
day on which banking institutions in The City of New York are authorized or
obligated by law, regulation or executive order to be closed.

                  Section 13.12 No Security Interest Created. Nothing in this
Indenture or in any Securities, express or implied, shall be construed to
constitute a security interest under the Uniform Commercial Code or similar
legislation, as now or hereafter enacted and in effect in any jurisdiction where
property of the Company or its Subsidiaries is or may be located.

                                       72
<PAGE>

                  Section 13.13 Submission to Jurisdiction. The Company agrees
that any judicial proceedings instituted in relation to any matter arising under
this Indenture, the Securities appertaining thereto may be brought in any United
States Federal or New York State court sitting in the Borough of Manhattan, The
City of New York, New York to the extent that such court has subject matter
jurisdiction over the controversy, and, by execution and delivery of this
Indenture, the Company hereby irrevocably accepts, generally and
unconditionally, the jurisdiction of the aforesaid courts, acknowledges their
competence and irrevocably agrees to be bound by any judgment rendered in such
proceeding. The Company also irrevocably and unconditionally waives for the
benefit of the Trustee and the Holders of the Securities any immunity from
jurisdiction and any immunity from legal process (whether through service or
notice, attachment prior to judgment, attachment in the aid of execution,
execution or otherwise) in respect of this Indenture. The Company hereby
irrevocably designates and appoints for the benefit of the Trustee and the
Holders of the Securities for the term of this Indenture CT Corporation System,
111 Eighth Avenue, New York, New York 10011, as its agent to receive on its
behalf service of all process (with a copy of all such service of process to be
delivered to Platinum Underwriters Holdings, Ltd., The Belvedere Building, 69
Pitts Bay Road, Pembroke, Bermuda, HM 08 and Attention: Chief Financial Officer)
brought against it with respect to any such proceeding in any such court in The
City of New York, such service being hereby acknowledged by the Company to be
effective and binding service on it in every respect whether or not the Company
shall then be doing or shall have at any time done business in New York. Such
appointment shall be irrevocable so long as any of the Securities or the
obligations of the Company hereunder remain outstanding until the appointment of
a successor by the Company and such successor's acceptance of such appointment.
Upon such acceptance, the Company shall notify the Trustee in writing of the
name and address of such successor. The Company further agrees for the benefit
of the Trustee and the Holders of the Securities to take any and all action,
including the execution and filing of any and all such documents and
instruments, as its agent in full force and effect so long as any of the
Securities or the obligations of the Company hereunder shall be outstanding. The
Trustee shall not be obligated and shall have no responsibility with respect to
any failure by the Company to take any such action. Nothing herein shall affect
the right to serve process in any other manner permitted by any law or limit the
right of the Trustee or any Holder to institute proceedings against the Company
in the courts of any other jurisdiction or jurisdictions.

                  Section 13.14 Counterparts. This Indenture may be executed in
any number of counterparts, and on separate counterparts, each of which shall be
an original; but such counterparts shall together constitute but one and the
same instrument.

                  Section 13.15 Effect of Headings. The Article and Section
headings herein and the Table of Contents are for convenience only and shall not
affect the interpretation hereof.

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                                   ARTICLE 14

                            REDEMPTION OF SECURITIES

                  Section 14.1 Applicability of Article. The provisions of this
Article shall be applicable to the Securities of any series which are redeemable
before their Stated Maturity except as otherwise specified as contemplated by
Section 3.1 for Securities of such series.

                  Section 14.2 Notice of Redemption; Selection of Securities. In
case the Company shall desire to exercise the right to redeem all or, as the
case may be, any part of the Securities of any series in accordance with their
terms, it shall fix a Redemption Date and shall provide notice of such
redemption at least 45 days prior to such Redemption Date to the Trustee and at
least 30 days but no more than 60 days prior to such Redemption Date to the
Holders of Securities of such series so to be redeemed as a whole or in part in
the manner provided in Section 13.4, unless a different period is specified in
the Securities to be redeemed. The notice provided in the manner herein
specified shall be conclusively presumed to have been duly given, whether or not
the Holder receives such notice. In any case, failure to give such notice or any
defect in the notice to the Holder of any Security of a series designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Security of such series.

                  Each such notice of redemption shall specify the Redemption
Date, the Redemption Price, the CUSIP or other comparable number, the Place or
Places of Payment, that the Securities of such series are being redeemed at the
option of the Company pursuant to provisions contained in the terms of the
Securities of such series or in a supplemental indenture establishing such
series, if such be the case, together with a brief statement of the facts
permitting such redemption, that payment will be made upon presentation and
surrender of the applicable Securities at the Place or Places of Payment, that
the Redemption Price together with any interest accrued and Additional Amounts
to the Redemption Date will be paid as specified in said notice, and that on and
after said Redemption Date any interest thereon or on the portions thereof to be
redeemed will cease to accrue, and any information that is required to be
included therein by the Depository.

                  If fewer than all the Securities of any series are to be
redeemed the notice of redemption shall specify the numbers of the Securities of
such series to be redeemed. In case any Security of any series is to be redeemed
in part only, the notice of redemption shall state the portion of the principal
amount thereof to be redeemed and shall state that on and after the 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, or, in the case of Securities providing appropriate space for such
notation, at the option of the Holders the Trustee, in lieu of delivering a new
Security or Securities as aforesaid, may make a notation on such Security of the
payment of the redeemed portion thereof.

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                  On or before 10:00 a.m., New York City time, on the Redemption
Date with respect to the Securities of any series stated in the notice of
redemption given as provided in this Section 14.2, the Company will deposit with
the Trustee or with one or more Paying Agents an amount of money (except as
otherwise specified as contemplated by Section 3.1 for the Securities of such
series or if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 4.3) sufficient to redeem on such Redemption
Date all the Securities or portions thereof so called for redemption at the
applicable Redemption Price, together with accrued interest on and Additional
Amounts with respect thereto, to such Redemption Date.

                  If fewer than all the Securities of any series, or any Tranche
thereof, are to be redeemed, the Company shall give notice of redemption to the
Trustee not less than 60 days prior to the Redemption Date as to the aggregate
principal amount of Securities to be redeemed.

                  If a Holders' Redemption Agreement, as hereinafter defined, is
not on file with the Trustee and in effect, the particular securities to be
redeemed shall be selected by the Trustee, from the Outstanding Securities of
such series or Tranche not previously called for redemption, substantially pro
rata, by lot or by any other method the Trustee considers fair and appropriate
and that complies with the requirements of the principal national securities
exchange, if any, on which such Securities are listed, and which may provide for
the selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series or Tranche or any integral multiple
thereof) of the principal amount of Securities of such series or Tranche of a
denomination larger than the minimum authorized denomination for Securities of
that series or Tranche; provided that in case the Securities of such series or
Tranche have different terms and maturities, the Securities to be redeemed shall
be selected by the Company and the Company shall give notice thereof to the
Trustee; provided, however, that if, as indicated in an officers' Certificate,
the Company shall have offered to purchase all or any principal amount of the
Securities then Outstanding of any series, or any Tranche thereof, and fewer
than all of such Securities as to which such offer was made shall have been
tendered to the Company for such purchase, the Trustee, if so directed by
Company Order, shall select for redemption all or any principal amount of such
Securities which have not been so tendered.

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

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

                  Section 14.3 Payment of Securities Called for Redemption. If
notice of redemption has been given as above provided and the Company has
deposited, on or before the Redemption Date, with the Trustee (and/or having
irrevocably directed the Trustee to apply, from money held by it available to be
used for the redemption of Securities) an amount in cash sufficient to redeem
all of the Securities to be redeemed, the Securities or portions of Securities
of the series specified in such notice shall become due and payable on the
Redemption Date, and at the place or places stated in such notice at the
applicable Redemption Price, together with any interest accrued to such
Redemption Date, and on and after said Redemption Date any interest on the
Securities or portion of Securities of any series so called for redemption shall
cease to accrue. On presentation and surrender of such Securities at a Place of
Payment in such notice specified, such Securities or the specified portions
thereof shall be paid and redeemed by the Company at the applicable Redemption
Price, together with any interest accrued and Additional Amounts to the
Redemption Date, except that if such Redemption Date is an Interest Payment
Date, interest shall be paid as provided in Section 3.8.

                  Upon presentation of any Security redeemed in part only, the
Company shall execute and the Trustee shall authenticate and make available for
delivery 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.

                  If a Security in global form is so surrendered, the Company
shall execute, and the Trustee shall authenticate and deliver to the U.S.
Depository or other Depository for such Security in global form as shall be
specified in the Company Order with respect thereto to the Trustee, without
service charge, a new Security in global form in a denomination equal to and in
exchange for the unredeemed portion of the principal of the Security in global
form so surrendered.

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

                                   ARTICLE 15

                                  SINKING FUNDS

                  Section 15.1 Applicability of Article. The provisions of this
Article shall be applicable to any sinking fund for the retirement of Securities
of a series except as otherwise specified as contemplated by Section 3.1 for
Securities of such series.

                  The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is herein referred to as a "mandatory
sinking fund payment", and any payment in excess of such minimum amount provided
for by the terms of Securities of any series is herein referred to as an
"optional sinking fund payment".

                  Section 15.2 Satisfaction of Mandatory Sinking Fund Payment
with Securities. In lieu of making all or any part of any mandatory sinking fund
payment with respect to any Securities of a series in cash, the Company may at
its option, at any time but not less than 45 days prior to the date on which
such sinking fund payment is due, deliver to the Trustee Securities of such
series theretofore purchased or otherwise acquired by the Company, except
Securities of such series which have been redeemed through the application of
mandatory sinking fund payments pursuant to the terms of the Securities of such
series, accompanied by a company order instructing the Trustee to credit such
obligations and stating that the Securities of such series were originally
issued by the Company by way of bona fide sale or other negotiation for value;
provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the mandatory sinking fund and the amount of such mandatory sinking fund
payment shall be reduced accordingly.

                  Section 15.3 Redemption of Securities for Sinking Fund. Not
less than 60 days prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for such series
pursuant to the terms of such series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of such series pursuant to
Section 15.2 and whether the Company intends to exercise its rights to make a
permitted optional sinking fund payment with respect to such series. Such
certificate shall be irrevocable and upon its delivery the Company shall be
obligated to make the cash payment or payments therein referred to, if any, on
or before the next succeeding sinking fund payment date. In the case of the
failure of the Company to deliver such certificate (or to deliver the
Securities, if any, specified in such certificate within the time period
specified in Section 15.2), unless otherwise agreed by the Trustee,

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the sinking fund payment due on the next succeeding sinking fund payment date
for such series shall be paid entirely in cash and shall be sufficient to redeem
the principal amount of the Securities of such series subject to a mandatory
sinking fund payment without the right to deliver or credit Securities as
provided in Section 15.2 and without the right to make any optional sinking fund
payment, if any, with respect to such series.

                  Any sinking fund payment or payments (mandatory or optional)
made in cash plus any unused balance of any preceding sinking fund payments made
with respect to the Securities of any particular series shall be applied by the
Trustee (or by the Company if the Company is acting as its own Paying Agent) on
the sinking fund payment date on which such payment is made (or, if such payment
is made before a sinking fund payment date, on the sinking fund payment date
following the date of such payment) to the redemption of Securities of such
series at the Redemption Price specified in such Securities with respect to the
sinking fund together with accrued interest, if any, to the applicable
Redemption Date. Any sinking fund moneys not so applied or allocated by the
Trustee (or by the Company if the Company is acting as its own Paying Agent) to
the redemption of Securities shall be added to the next sinking fund payment
received by the Trustee (or if the Company is acting as its own Paying Agent,
segregated and held in trust as provided in Section 4.3) for such series and,
together with such payment (or such amount so segregated) shall be applied in
accordance with the provisions of this Section 15.3. Any and all sinking fund
moneys with respect to the Securities of any particular series held by the
Trustee (or if the Company is acting as its own Paying Agent, segregated and
held in trust as provided in Section 4.3) on the last sinking fund payment date
with respect to Securities of such series and not held for the payment or
redemption of particular Securities of such series shall be applied by the
Trustee (or by the Company if the Company is acting as its own Paying Agent),
together with other moneys, if necessary, to be deposited (or segregated)
sufficient for the purpose, to the payment of the principal of the securities of
such series at Maturity.

                  The Trustee shall select or cause to be selected the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 14.2 and the Company shall cause notice of the redemption
thereof to be given in the manner provided in Section 14.2 except that the
notice of redemption shall also state that the Securities are being redeemed by
operation of the sinking fund and whether the sinking fund payment is mandatory
or optional, or both, as the case may be. Such notice having been duly given,
the redemption of the Securities shall be made upon the terms and in the manner
stated in Section 14.3.

                  On or before 10:00 a.m., New York City time, on each sinking
fund payment date, the Company shall pay to the Trustee (or, if the Company is
acting as its own Paying Agent, will segregate and hold in trust as provided in
Section 4.3) in cash a sum equal to the principal and any interest accrued to
the Redemption Date for Securities or portions thereof to be redeemed on such
sinking fund payment date pursuant to this Section.

                  Neither the Trustee nor the Company shall redeem any
Securities of a series with sinking fund moneys or mail any notice of redemption
of securities of such series by operation of the sinking fund for such series
during the continuance of a default

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in payment of interest, if any, on any Securities of such series or of any Event
of Default (other than an Event of Default occurring as a consequence of this
paragraph) with respect to the Securities of such series, except that if the
notice of redemption shall have been provided in accordance with the provisions
hereof, the Trustee (or the Company if the Company is acting as its own Paying
Agent) shall redeem such Securities if cash sufficient for that purpose shall be
deposited with the Trustee (or segregated by the Company) for that purpose in
accordance with the terms of this Article. Except as aforesaid, any moneys in
the sinking fund for such series at the time when any such default or Event of
Default shall occur and any moneys thereafter paid into such sinking fund shall,
during the continuance of such default or Event of Default, be held as security
for the payment of the Securities of such series; provided, however, that in
case such Event of Default or default shall have been cured or waived as
provided herein, such moneys shall thereafter be applied on the next sinking
fund payment date for the Securities of such series on which such moneys may be
applied pursuant to the provisions of this Section.

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                  IN WITNESS WHEREOF, Platinum Underwriters Holdings, Ltd. has
caused this Indenture to be duly executed as a deed as of the date above
written.

                                  By: ________________________________________
                                      Name:
                                      Title:

                                  By: ________________________________________
                                      Name:
                                      Title:

                  IN WITNESS WHEREOF, the undersigned, being duly authorized,
has executed this Indenture as of the date first above written.

                                  JPMORGAN CHASE BANK, AS TRUSTEE

                                  By: ________________________________________
                                      Name:
                                      Title: