<PAGE>

--------------------------------------------------------------------------------

                      EVEREST REINSURANCE HOLDINGS, INC.



                                      TO

                           THE CHASE MANHATTAN BANK
                                       Trustee



                                ______________


                                   Indenture

                          Dated as of March 14, 2000


                                ______________


================================================================================
<PAGE>

                               TABLE OF CONTENTS
                                  __________

                                                                            Page
                                                                            ----


                            Recitals of the Company


      ARTICLE ONE Definitions and Other Provisions of General Application

<TABLE>
<S>                                                                                            <C>
Section 101.  Definitions...................................................................   1
     Act....................................................................................   2
     Affiliate..............................................................................   2
     Authenticating Agent...................................................................   2
     Board of Directors.....................................................................   2
     Board Resolution.......................................................................   2
     Business Day...........................................................................   2
     Commission.............................................................................   2
     Company................................................................................   2
     Company Request or Company Order.......................................................   3
     Corporate Trust Office.................................................................   3
     corporation............................................................................   3
     Covenant Defeasance....................................................................   3
     Defaulted Interest.....................................................................   3
     Defeasance.............................................................................   3
     Depositary.............................................................................   3
     Event of Default.......................................................................   3
     Exchange Act...........................................................................   3
     Expiration Date........................................................................   3
     Global Security........................................................................   3
     Holder.................................................................................   4
     Indenture..............................................................................   4
     interest...............................................................................   4
     Interest Payment Date..................................................................   4
     Investment Company Act.................................................................   4
     Maturity...............................................................................   4
     Notice of Default......................................................................   4
     Officers' Certificate..................................................................   4
     Opinion of Counsel.....................................................................   4
     Original Issue Discount Security.......................................................   4
     Outstanding............................................................................   5
     Paying Agent...........................................................................   6
     Person.................................................................................   6
     </TABLE>

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NOTE: This table of contents shall not, for any purpose, be deemed to be a part
of the Indenture.
<PAGE>

<TABLE>
<S>                                                                                             <C>
     Place of Payment........................................................................    6
     Predecessor Security....................................................................    6
     Redemption Date.........................................................................    6
     Redemption Price........................................................................    6
     Regular Record Date.....................................................................    6
     Responsible Officer.....................................................................    6
     Securities..............................................................................    6
     Securities Act..........................................................................    6
     Security Register" and "Security Registrar..............................................    7
     Special Record Date.....................................................................    7
     Stated Maturity.........................................................................    7
     Subsidiary..............................................................................    7
     Trust Indenture Act.....................................................................    7
     Trustee.................................................................................    7
     Vice President..........................................................................    7
Section 102.  Compliance Certificates and Opinions...........................................    7
Section 103.  Form of Documents Delivered to Trustee.........................................    8
Section 104.  Acts of Holders; Record Dates..................................................    9
Section 105.  Notices, Etc., to Trustee and Company..........................................   11
Section 106.  Notice to Holders; Waiver......................................................   11
Section 107.  Conflict with Trust Indenture Act..............................................   12
Section 108.  Effect of Headings and Table of Contents.......................................   12
Section 109.  Successors and Assigns.........................................................   12
Section 110.  Separability Clause............................................................   12
Section 111.  Benefits of Indenture..........................................................   12
Section 112.  Governing Law..................................................................   12
Section 113.  Legal Holidays.................................................................   12


                          ARTICLE TWO Security Forms

Section 201.  Forms Generally................................................................   13
Section 202.  Form of Face of Security.......................................................   14
Section 203.  Form of Reverse of Security....................................................   15
Section 204.  Form of Legend for Global Securities...........................................   21
Section 205.  Form of Trustee's Certificate of Authentication................................   21


                         ARTICLE THREE The Securities

Section 301.  Amount Unlimited; Issuable in Series...........................................   21
Section 302.  Denominations..................................................................   24
Section 303.  Execution, Authentication, Delivery and Dating.................................   24
Section 304.  Temporary Securities...........................................................   26
Section 305.  Registration, Registration of Transfer and Exchange............................   26
Section 306.  Mutilated, Destroyed, Lost and Stolen Securities...............................   29
</TABLE>

---------------
NOTE: This table of contents shall not, for any purpose, be deemed to be a part
of the Indenture.
<PAGE>

<TABLE>
<S>                                                                                             <C>
Section 307.  Payment of Interest; Interest Rights Preserved.................................   29
Section 308.  Persons Deemed Owners..........................................................   31
Section 309.  Cancellation...................................................................   31
Section 310.  Computation of Interest........................................................   32
Section 311.  CUSIP Numbers..................................................................   32


                    ARTICLE FOUR Satisfaction and Discharge

Section 401.  Satisfaction and Discharge of Indenture........................................   32
Section 402.  Application of Trust Money.....................................................   33


                             ARTICLE FIVE Remedies

Section 501.  Events of Default..............................................................   34
Section 502.  Acceleration of Maturity; Rescission and Annulment.............................   36
Section 503.  Collection of Indebtedness and Suits for Enforcement by Trustee................   37
Section 504.  Trustee May File Proofs of Claim...............................................   38
Section 505.  Trustee May Enforce Claims Without Possession of Securities....................   38
Section 506.  Application of Money Collected.................................................   38
Section 507.  Limitation on Suits............................................................   39
Section 508.  Unconditional Right of Holders to Receive Principal, Premium and Interest......   39
Section 509.  Restoration of Rights and Remedies.............................................   40
Section 510.  Rights and Remedies Cumulative.................................................   40
Section 511.  Delay or Omission Not Waiver...................................................   40
Section 512.  Control by Holders.............................................................   40
Section 513.  Waiver of Past Defaults........................................................   41
Section 514.  Undertaking for Costs..........................................................   41
Section 515.  Waiver of Usury, Stay or Extension Laws........................................   42


                            ARTICLE SIX The Trustee

Section 601.  Certain Duties and Responsibilities............................................   42
Section 602.  Notice of Defaults.............................................................   42
Section 603.  Certain Rights of Trustee......................................................   43
Section 604.  Not Responsible for Recitals or Issuance of Securities.........................   44
Section 605.  May Hold Securities............................................................   44
Section 606.  Money Held in Trust............................................................   44
Section 607.  Compensation and Reimbursement.................................................   44
Section 608.  Conflicting Interests..........................................................   45
Section 609.  Corporate Trustee Required; Eligibility........................................   45
Section 610.  Resignation and Removal; Appointment of Successor..............................   46
Section 611.  Acceptance of Appointment by Successor.........................................   47
Section 612.  Merger, Conversion, Consolidation or Succession to Business....................   48
Section 613.  Preferential Collection of Claims Against Company..............................   49
</TABLE>

---------------
NOTE: This table of contents shall not, for any purpose, be deemed to be a part
of the Indenture.
<PAGE>

<TABLE>
<S>                                                                                            <C>
Section 614.  Appointment of Authenticating Agent............................................   49


        ARTICLE SEVEN Holders' Lists and Reports by Trustee and Company

Section 701.  Company to Furnish Trustee Names and Addresses of Holders......................   51
Section 702.  Preservation of Information; Communications to Holders.........................   51
Section 703.  Reports by Trustee.............................................................   51
Section 704.  Reports by Company.............................................................   52


      ARTICLE EIGHT Consolidation, Merger, Conveyance, Transfer or Lease

Section 801.  Company May Consolidate, Etc., Only on Certain Terms...........................   52
Section 802.  Successor Substituted..........................................................   53


                     ARTICLE NINE Supplemental Indentures

Section 901.  Supplemental Indentures Without Consent of Holders.............................   54
Section 902.  Supplemental Indentures With Consent of Holders................................   55
Section 903.  Execution of Supplemental Indentures...........................................   56
Section 904.  Effect of Supplemental Indentures..............................................   56
Section 905.  Conformity with Trust Indenture Act............................................   56
Section 906.  Reference in Securities to Supplemental Indentures.............................   56

                             ARTICLE TEN Covenants

Section 1001.  Payment of Principal, Premium and Interest....................................   57
Section 1002.  Maintenance of Office or Agency...............................................   57
Section 1003.  Money for Securities Payments to Be Held in Trust.............................   57
Section 1004.  Statement by Officers as to Default...........................................   58
Section 1005.  Existence.....................................................................   59
Section 1006.  Maintenance of Properties.....................................................   59
Section 1007.  Payment of Taxes and Other Claims.............................................   59
Section 1008.  Original Issue Discount.......................................................   59
Section 1009.  Waiver of Certain Covenants...................................................   60


                    ARTICLE ELEVEN Redemption of Securities

Section 1101.  Applicability of Article.......................................................  60
Section 1102.  Election to Redeem; Notice to Trustee..........................................  60
Section 1103.  Selection by Trustee of Securities to Be Redeemed..............................  61
Section 1104.  Notice of Redemption...........................................................  61
Section 1105.  Deposit of Redemption Price....................................................  63
Section 1106.  Securities Payable on Redemption Date..........................................  63
Section 1107.  Securities Redeemed in Part....................................................  63
</TABLE>

---------------
NOTE: This table of contents shall not, for any purpose, be deemed to be a part
of the Indenture.
<PAGE>

                         ARTICLE TWELVE Sinking Funds
<TABLE>
<S>                                                                                                             <C>
Section 1201.  Applicability of Article.......................................................................  64
Section 1202.  Satisfaction of Sinking Fund Payments with Securities..........................................  64
Section 1203.  Redemption of Securities for Sinking Fund......................................................  64


              ARTICLE THIRTEEN Defeasance and Covenant Defeasance

Section 1301.  Company's Option to Effect Defeasance or Covenant Defeasance...................................  66
Section 1302.  Defeasance and Discharge.......................................................................  66
Section 1303.  Covenant Defeasance............................................................................  67
Section 1304.  Conditions to Defeasance or Covenant Defeasance................................................  67
Section 1305.  Deposited Money and Government Obligations to Be Held in Trust; Miscellaneous Provisions.......  69
Section 1306.  Reinstatement..................................................................................  69
Section 1307.  Qualifying Trustee.............................................................................  70


Signatures and Seals..........................................................................................  72
Acknowledgements..............................................................................................  73
</TABLE>
---------------
NOTE: This table of contents shall not, for any purpose, be deemed to be a part
of the Indenture.
<PAGE>

        ..............................................................
   Certain Sections of this Indenture relating to Sections 310 through 318,
                inclusive, of the Trust Indenture Act of 1939:

<TABLE>
<CAPTION>
Trust Indenture
 Act Section                                                                                 Indenture Section
<S>                                                                                          <C>
     (S) 310(a)(1)  .......................................................................  609
     (a)(2)         .......................................................................  609
     (a)(3)         .......................................................................  Not Applicable
     (a)(4)         .......................................................................  Not Applicable
     (b)            .......................................................................  608
                                                                                             610
(S) 311(a)          .......................................................................  613
     (b)            .......................................................................  613
(S) 312(a)          .......................................................................  701
                                                                                             702
     (b)            .......................................................................  702
     (c)            .......................................................................  702
(S) 313(a)          .......................................................................  703
     (b)            .......................................................................  703
     (c)            .......................................................................  703
     (d)            .......................................................................  703
(S) 314(a)          .......................................................................  704
     (a)(4)         .......................................................................  101
                                                                                             1004
     (b)            .......................................................................  Not Applicable
     (c)(1)         .......................................................................  102
     (c)(2)         .......................................................................  102
     (c)(3)         .......................................................................  Not Applicable
     (d)            .......................................................................  Not Applicable
     (e)            .......................................................................  102
(S) 315(a)          .......................................................................  601
     (b)            .......................................................................  602
     (c)            .......................................................................  601
     (d)            .......................................................................  601
     (e)            .......................................................................  514
(S) 316(a)          .......................................................................  101
     (a)(1)(A)      .......................................................................  502
                                                                                             512
     (a)(1)(B)      .......................................................................  513
     (a)(2)         .......................................................................  Not Applicable
     (b)            .......................................................................  508
     (c)            .......................................................................  104
(S) 317(a)(1)       .......................................................................  503
     (a)(2)         .......................................................................  504
     (b)            .......................................................................  1003
(S) 318(a)          .......................................................................  107
</TABLE>

-------------------
Note:     This reconciliation and tie shall not, for any purpose, be deemed to
          be a part of the Indenture.
<PAGE>

     INDENTURE, dated as of March 14, 2000, between EVEREST REINSURANCE
HOLDINGS, INC., a corporation duly organized and existing under the laws of the
State of Delaware (herein called the "Company"), having its principal office at
477 Martinsville Road, P.O. Box 830, Liberty Corner, New Jersey 07938, and THE
CHASE MANHATTAN BANK, a banking corporation duly organized and existing under
the laws of New York, as Trustee (herein called the "Trustee").

                            Recitals of the Company

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

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

     Now, Therefore, This Indenture Witnesseth:

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

                                  ARTICLE ONE

                       Definitions and Other Provisions
                            of General Application

Section 11.  Definitions.

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

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

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

          (3)  all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with United States generally accepted
accounting principles;

          (4)  unless the context otherwise requires, any reference to an
"Article" or a "Section" refers to an Article or a Section, as the case may be,
of this Indenture; and
<PAGE>

          (5)  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.

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

     "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.

     "Agent Member" means any member of, or participant in, the Depositary.

     "Applicable Procedures" means, with respect to any transfer or transaction
involving a Global Security or beneficial interest therein, the rules and
procedures of the Depositary for such Security, in each case to the extent
applicable to such transaction and as in effect from time to time.

     "Authenticating Agent" means any Person authorized by the Trustee pursuant
to Section 614 to act on behalf of the Trustee to authenticate Securities of one
or more series.

     "Board of Directors" means either the board of directors of the Company or
any duly authorized committee of that board.

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

     "Business Day", when used with respect to any Place of Payment, means each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law
or executive order to close.

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

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

                                      -2-
<PAGE>

     "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its Vice
Chairman of the Board, its President or a Vice President, and by its Treasurer,
an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered
to the Trustee.

     "Corporate Trust Office" means the office of the Trustee at which at any
particular time its corporate trust business shall be administered, which office
at the date of execution of this Indenture is located at 379 Thornall Street,
12th Floor, Edison, New Jersey 08837, Attention: Capital Markets Fiduciary
Services.

     "corporation" means a corporation, limited liability company, association,
company, joint-stock company or business trust.

     "Covenant Defeasance" has the meaning specified in Section 1303.

     "Defaulted Interest" has the meaning specified in Section 307.

     "Defeasance" has the meaning specified in Section 1302.

     "Depositary" means, with respect to Securities of any series issuable in
whole or in part in the form of one or more Global Securities, a clearing agency
registered under the Exchange Act that is designated to act as Depositary for
such Securities as contemplated by Section 301.

     "Event of Default" has the meaning specified in Section 501.

     "Exchange Act" means the Securities Exchange Act of 1934 and any statute
successor thereto, in each case as amended from time to time.

     "Expiration Date" has the meaning specified in Section 104.

     "Global Security" means a Security that evidences all or part of the
Securities of any series and bears the legend set forth in Section 204 (or such
legend as may be specified as contemplated by Section 301 for such Securities)
issued to the Depositary or its nominee for such series and registered in the
name of such Depositary or its nominee.

     "Government Obligation"  means (x) any security which is (i) a direct
obligation of the United States of America or the government that issued the
foreign currency in which such Securities are or may be payable for the payment
of which the full faith and credit of the United States of America or such
foreign government is pledged or (ii) an obligation of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America or such foreign government the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of America
or such foreign government, which, in either case (i) or (ii), is not callable
or redeemable at the option of the issuer thereof, and (y) any depositary
receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act)
as custodian with respect to any Government Obligation which is specified in
Clause (x) above and held by such bank for the account of

                                      -3-
<PAGE>

the holder of such depositary receipt, or with respect to any specific payment
of principal of or interest on any Government Obligation which is so specified
and held, provided, however, that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depositary receipt from any amount received by the custodian in respect of
the Government Obligation or the specific payment of principal or interest
evidenced by such depositary receipt.

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

     "Indenture" means this instrument as originally executed and as it may from
time to time be amended or supplemented  by one or more amendments or indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such amendment or
supplemental indenture, the provisions of the Trust Indenture Act that are
deemed to be a part of and govern this instrument and any such amendment or
supplemental indenture, respectively. The term "Indenture" shall also include
the terms of particular series of Securities established as contemplated by
Section 301.

     "interest", when used with respect to an Original Issue Discount Security
which by its terms bears interest only after Maturity, means interest payable
after Maturity.

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

     "Investment Company Act" means the Investment Company Act of 1940 and any
statute successor thereto, in each case as amended from time to time.

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

     "Notice of Default" means a written notice of the kind specified in Section
501(4) or 501(5).

     "Officers' Certificate" means a certificate signed by the Chairman of the
Board, a Vice Chairman of the Board, the President or a Vice President, and by
the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary,
of the Company, and delivered to the Trustee. One of the officers signing an
Officers' Certificate given pursuant to Section 1004 shall be the principal
executive, financial or accounting officer of the Company.

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for or an employee of the Company or any Affiliate of the Company.

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

                                      -4-
<PAGE>

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

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

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

          (3)  Securities as to which Defeasance has been effected pursuant to
Section 1302;

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

          (5)  Securities converted or exchanged into other securities of the
Company if the terms of such Securities provide for conversion or exchange
pursuant to Section 301;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, (A) the principal amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount of
the principal thereof which would be due and payable as of such date upon
acceleration of the Maturity thereof to such date pursuant to Section 502, (B)
if, as of such date, the principal amount payable at the Stated Maturity of a
Security is not determinable, the principal amount of such Security which shall
be deemed to be Outstanding shall be the amount as specified or determined as
contemplated by Section 301, (C) the principal amount of a Security denominated
in one or more foreign currencies or currency units which shall be deemed to be
Outstanding shall be the U.S. dollar equivalent, determined as of such date in
the manner provided as contemplated by Section 301, of the principal amount of
such Security (or, in the case of a Security described in Clause (A) or (B)
above, of the amount determined as provided in such Clause), and (D) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent, waiver or other action, only Securities which a Responsible
Officer of the Trustee assigned to its Corporate Trust Office knows to be so
owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and

                                      -5-
<PAGE>

that the pledgee is not the Company or any other obligor upon the Securities or
any Affiliate of the Company or of such other obligor.

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

     "Person" means any legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated organization or government or any
agency or political subdivision thereof or any other entity of whatever nature.

     "Place of Payment", when used with respect to the Securities of any series,
means the place or places where the principal of and any premium and interest on
the Securities of that series are payable as specified as contemplated by
Section 301.

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

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

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

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

     "Responsible Officer", when used with respect to the Trustee, means the
chairman or any vice-chairman of the board of directors, the chairman or any
vice-chairman of the executive committee of the board of directors, the chairman
of the trust committee, the president, any vice president, the secretary, any
assistant secretary, the treasurer, any assistant treasurer, the cashier, any
senior trust officer, any assistant cashier, any trust officer or assistant
trust officer, the controller or any assistant controller or any other officer
of the Trustee customarily performing functions similar to those performed by
any of the above designated officers and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of and familiarity with the particular
subject.

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

     "Securities Act" means the Securities Act of 1933 and any statute successor
thereto, in each case as amended from time to time.

                                      -6-
<PAGE>

     "Security Register" and "Security Registrar" have the respective meanings
specified in Section 305.

     "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.

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

     "Subsidiary" means a corporation more than 50% of the outstanding voting
stock of which is owned, directly or indirectly, by the Company or by one or
more other Subsidiaries, or by the Company and one or more other Subsidiaries.
For the purposes of this definition, "voting stock" means stock which ordinarily
has voting power for the election of directors, whether at all times or only so
long as no senior class of stock has such voting power by reason of any
contingency.

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

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

     "Vice President", when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president".

Section 12. Compliance Certificates and Opinions.

     Upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the Company shall furnish to the
Trustee such certificates and opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of an
Officers' Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.

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

                                      -7-
<PAGE>

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

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

          (3)  a statement that, in the opinion of each such individual, 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

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

Section 13. Form of Documents Delivered to Trustee.

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

     Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows after reasonably inquiry
that the certificate or opinion or representations with respect to the matters
upon which his certificate or opinion is based are erroneous. Any such
certificate or opinion of counsel may be based, insofar as it relates to factual
matters, upon a certificate or opinion of, or representations by, an officer or
officers of the Company stating that the information with respect to such
factual matters is in the possession of the Company, unless such counsel knows
after reasonable inquiry that the certificate or opinion or representations with
respect to such matters are erroneous.

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

     Whenever, subsequent to the receipt by the Trustee of any Board Resolution,
Officers' Certificate, Opinion of Counsel or other document or instrument, a
clerical, typographical or other inadvertent or unintentional error or omission
shall be discovered therein, a new document or instrument may be substituted
therefor in corrected form with the same force and effect as if originally
received in the corrected form and, irrespective of the date or dates of the
actual execution and/or delivery thereof, such substitute document or instrument
shall be deemed to have been executed and/or delivered as of the date or dates
required with respect to the document or instrument for which it is substituted.
Without limiting the generality of the foregoing, any Securities issued under
the authority of such defective

                                      -8-
<PAGE>

document or instrument shall nevertheless be the valid obligations of the
Company entitled to the benefits of this Indenture equally and ratably with all
other Outstanding Securities.

Section 14. Acts of Holders; Record Dates.

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

     The fact and date of the execution by any Person of any such instrument or
writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which the Trustee deems sufficient.

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

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

     The Company may set any day as a record date for the purpose of determining
the Holders of Outstanding Securities of any series entitled to give, make or
take any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Indenture to be given, made or taken
by Holders of Securities of such series, provided, however, that the Company may
not set a record date for, and the provisions of this paragraph shall not apply
with respect to, the giving or making of any notice, declaration, request or
direction referred to in the next paragraph. If any record date is set pursuant
to this paragraph, the Holders of Outstanding Securities of the relevant series
on such record date, and no other Holders, shall be entitled to take the
relevant action, whether or not such Holders remain Holders after such record
date; provided, however, that

                                      -9-
<PAGE>

no such action shall be effective hereunder unless taken on or prior to the
applicable Expiration Date by Holders of the requisite principal amount of
Outstanding Securities of such series on such record date. Nothing in this
paragraph shall be construed to prevent the Company from setting a new record
date for any action for which a record date has previously been set pursuant to
this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Company, at its own expense, shall cause notice
of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Trustee in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 106.

     The Trustee may set any day as a record date for the purpose of determining
the Holders of Outstanding Securities of any series entitled to join in the
giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 502, (iii) any request to institute
proceedings referred to in Section 507(2) or (iv) any direction referred to in
Section 512, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided, however, that
no such action shall be effective hereunder unless taken on or prior to the
applicable Expiration Date by Holders of the requisite principal amount of
Outstanding Securities of such series on such record date. Nothing in this
paragraph shall be construed to prevent the Trustee from setting a new record
date for any action for which a record date has previously been set pursuant to
this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company's expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 106.

     With respect to any record date set pursuant to this Section, the party
hereto which sets such record dates may designate any day as the "Expiration
Date" and from time to time may change the Expiration Date to any earlier or
later day; provided, however,  that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto in
writing, and to each Holder of Securities of the relevant series in the manner
set forth in Section 106, on or prior to the existing Expiration Date. If an
Expiration Date is not designated with respect to any record date set pursuant
to this Section, the party hereto which set such record date shall be deemed to
have initially designated the 180th day after such record date as the Expiration
Date with respect thereto, subject to its right to change the Expiration Date as
provided in this paragraph.

                                     -10-
<PAGE>

     Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.

Section 15. Notices, etc., to Trustee and Company.

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

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

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

Section 16. Notice to Holders; Waiver.

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

     In case by reason of the suspension of regular mail service or by reason of
any other 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.

                                     -11-
<PAGE>

Section 17.  Conflict with Trust Indenture Act.

     If any provision hereof limits, qualifies or conflicts with a provision of
the Trust Indenture Act which 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
which may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.


Section 18.  Effect of Headings and Table of Contents.

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


Section 19.  Successors and Assigns.

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

Section 110. Separability Clause.

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

Section 111. Benefits of Indenture.

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

Section 112. Governing Law.

     This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York, without regard to conflict of
laws principles.

Section 113. Legal Holidays.

     If any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of any Security which specifically states that such
provision shall apply in lieu of this Section)) payment of interest

                                     -12-
<PAGE>

or principal (and premium, if any) or other amounts in respect of such Security
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 (and no interest shall
accrue in respect of the amounts whose payment is so delayed for the period from
and after such Interest Payment Date, Redemption Date or Stated Maturity, as the
case may be, until such next succeeding Business Day) except that, if such
Business Day falls in the next succeeding calendar year, such payment shall be
made on the immediately preceding Business Day (in each case with the same force
and effect as if made on the Interest Payment Date or Redemption Date or at the
Stated Maturity).

Section 114.  Indenture and Securities Solely Corporate Obligations.

     No recourse for the payment of the principal of or any premium or interest
on any Security, or for any claim based thereon or otherwise in respect thereof,
and no recourse under or upon any obligation, covenant or agreement of the
Company in this Indenture or in any supplemental indenture, or in any Security,
or because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or of any successor company, whether by virtue
of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that all such
liability is hereby expressly waived and released as a condition of, and as
consideration for, the execution of this Indenture and the issue of the
Securities.

                                  ARTICLE TWO

                                Security Forms

Section 21.   Forms Generally.

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

                                     -13-
<PAGE>

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


Section 22.  Form of Face of Security.

     [Insert any legend required by the Internal Revenue Code and the
regulations thereunder.]

                      EVEREST REINSURANCE HOLDINGS, INC.

                       ................................

No. .........                                                         $ ........

     EVEREST REINSURANCE HOLDINGS, INC., a corporation duly organized and
existing under the laws of Delaware (herein called the "Company", which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to
 ..............................................., or registered assigns, the
principal sum of ................... Dollars on
 ........................................................ [if the Security is to
bear interest prior to Maturity, insert -- , and to pay interest thereon from
 ............. or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually on ............ and
 ............ in each year, commencing ........., at the rate of ....% per annum,
until the principal hereof is paid or made available for payment [if applicable,
insert -- , provided, however, that any principal and premium, and any such
instalment of interest, which is overdue shall bear interest at the rate of ...%
per annum (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or made
available for payment, and such interest shall be payable on demand]. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the ....... or ....... (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture].

[If the Security is not to bear interest prior to Maturity, insert -- The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal

                                     -14-
<PAGE>

and any overdue premium shall bear interest at the rate of ....% per annum (to
the extent that the payment of such interest shall be legally enforceable), from
the dates such amounts are due until they are paid or made available for
payment. Interest on any overdue principal or premium shall be payable on
demand. [Any such interest on overdue principal or premium which is not paid on
demand shall bear interest at the rate of ......% per annum (to the extent that
the payment of such interest on interest shall be legally enforceable), from the
date of such demand until the amount so demanded is paid or made available for
payment. Interest on any overdue interest shall be payable on demand.]]

     Payment of the principal of (and premium, if any) and [if applicable,
insert -- any such] interest on this Security will be made at the office or
agency of the Company maintained for that purpose in ............, in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts [if applicable, insert -- ;
provided, however, that at the option of the Company payment of interest may be
made (1) by wire transfer to an account at a banking institution in the United
States that the Holder designates in writing to the Trustee at least 16 days
prior to the Interest Payment Date or (2) by check mailed to the address of the
Holder as such address appears in the Security Register].

     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

     In Witness Whereof, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:


                                        EVEREST REINSURANCE HOLDINGS, INC.

                                        By...................................

Attest:

 ................................

Section 23.  Form of Reverse of Security.

     This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture,

                                     -15-
<PAGE>

dated as of _________ __, 2000 (herein called the "Indenture", which term shall
have the meaning assigned to it in such instrument), between the Company and THE
CHASE MANHATTAN BANK, as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), and reference is hereby
made to the Indenture for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof [if applicable, insert -- , limited in aggregate
principal amount to $...........].

     [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [if applicable, insert --
(1) on ........... in any year commencing with the year ...... and ending with
the year ...... through operation of the sinking fund for this series at a
Redemption Price equal to 100% of the principal amount, and (2)] at any time [if
applicable, insert -- on or after ..........,], as a whole or in part, at the
election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount): If redeemed [if applicable, insert -- on
or before ..............., ...%, and if redeemed] during the 12-month period
beginning ............. of the years indicated,

                Redemption                             Redemption
Year              Price               Year               Price
----              -----               ----               -----


and thereafter at a Redemption Price equal to .....% of the principal amount,
together in the case of any such redemption [if applicable, insert -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest instalments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

     [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, (1) on ............ in
any year commencing with the year .... and ending with the year .... through
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time [if
applicable, insert -- on or after ............], as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than
through operation of the

                                     -16-
<PAGE>

sinking fund (expressed as percentages of the principal amount) set forth in the
table below: If redeemed during the 12-month period beginning ............ of
the years indicated,

<TABLE>
<CAPTION>
                    Redemption Price
                     For Redemption           Redemption Price For
                    Through Operation         Redemption Otherwise
                         of the              Than Through Operation
Year                  Sinking Fund            of the Sinking Fund
----                -----------------        ----------------------
<S>                 <C>                      <C>
</TABLE>

and thereafter at a Redemption Price equal to .....% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest instalments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

     [If applicable, insert -- Notwithstanding the foregoing, the Company may
not, prior to ............., redeem any Securities of this series as
contemplated by [if applicable, insert -- Clause (2) of] the preceding paragraph
as a part of, or in anticipation of, any refunding operation by the application,
directly or indirectly, of moneys borrowed having an interest cost to the
Company (calculated in accordance with generally accepted financial practice) of
less than .....% per annum.]

     [If applicable, insert -- The sinking fund for this series provides for the
redemption on ............ in each year beginning with the year ....... and
ending with the year ...... of [if applicable, insert -- not less than
$.......... ("mandatory sinking fund") and not more than] $......... aggregate
principal amount of Securities of this series. Securities of this series
acquired or redeemed by the Company otherwise than through [if applicable,
insert -- mandatory] sinking fund payments may be credited against subsequent
[if applicable, insert -- mandatory] sinking fund payments otherwise required to
be made [if applicable, insert -- , in the inverse order in which they become
due].]

     [If applicable, insert - This Security will be redeemable, in whole or in
part, at the option of the Company upon not less than 30 days notice by mail at
any time at a redemption price equal to the greater of (i) 100% of the principal
amount of such Security or (ii) [insert formula and related definitions].]

     [If the Security is subject to redemption of any kind, insert -- In the
event of redemption of this Security in part only, a new Security or Securities
of this series and of

                                     -17-
<PAGE>

like tenor for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.]

     [If applicable, insert -- The Securities of this series are not redeemable
prior to  Stated Maturity.]

     [If applicable, insert -- The Indenture contains provisions for defeasance
at any time of [the entire indebtedness of this Security] [or] [certain
restrictive covenants and Events of Default with respect to this Security] [, in
each case] upon compliance with certain conditions set forth in the Indenture.]

     [If the Security is not an Original Issue Discount Security, insert -- If
an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]

     [If the Security is an Original Issue Discount Security, insert -- If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to -- insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal, premium and interest (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and premium and interest, if any, on the Securities of this series
shall terminate.]

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of a majority in principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.

     As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than a majority in principal
amount of the Securities of this series at the time Outstanding shall have made

                                     -18-
<PAGE>

written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable indemnity, and the
Trustee shall not have received from the Holders of a majority in principal
amount of Securities of this series at the time Outstanding a direction
inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Security at the times, place and rate, and in the coin or currency,
herein prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of and any premium and
interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

     The Securities of this series are issuable only in registered form without
coupons in denominations of $....... and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     Interest on the Securities of this series shall be computed on the basis of
a [360-day year of twelve 30-day months and the actual number of days elapsed in
any partial month].

     Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

                                     -19-
<PAGE>

Section 24.  Form of Legend for Global Securities.

     Unless otherwise specified as contemplated by Section 301 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:

This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a  Depositary or a
nominee thereof. This Security may not be exchanged in whole or in part for a
Security registered, and no transfer of this  Security in whole or in part may
be registered, in the name of any  Person other than such  Depositary or a
nominee thereof, except in the limited circumstances described in the Indenture.

Section 25.  Form of Trustee's Certificate of Authentication.

     The Trustee's certificates of authentication 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.


                                                       THE CHASE MANHATTAN BANK,
                                                                      As Trustee


                                                           By...................
                                                              Authorized Officer

                                 ARTICLE THREE

                                The Securities

Section 31.  Amount Unlimited; Issuable in Series.

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

     The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 303,
set forth, or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,

                                     -20-
<PAGE>

          (1)  the title of the Securities of the series (which shall
distinguish the Securities of the series from Securities of any other series);

          (2)  any limit upon the aggregate principal amount of the Securities
of the series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Securities of the series pursuant
to Section 304, 305, 306, 906 or 1107 and except for any Securities which,
pursuant to Section 303, are deemed never to have been authenticated and
delivered hereunder); provided, however, that the authorized aggregate principal
amount of such series may be increased above such amount by a Board Resolution
to such effect;

          (3)  the date or dates on which the principal of any Securities of the
series is payable or the method for determining such date or dates;

          (4)  the terms and condition, if any, under which the Company can
shorten or extend the date on which the principal of any Securities of the
series is payable;

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

          (6)  the terms and conditions, if any, under which the Company can
extend the date or dates on which interest should be payable;

          (7)  the place or places where the principal of and any premium and
interest on any Securities of the series shall be payable;

          (8)  the period or periods within which, the price or prices at which
and the terms and conditions upon which any Securities of the series may be
redeemed, in whole or in part, at the option of the Company and, if other than
by a Board Resolution, the manner in which any election by the Company to redeem
the Securities shall be evidenced;

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

          (10) if the amount of principal of or any premium or interest on any
Securities of the series may be determined with reference to an index or
pursuant to a formula, the manner in which such amounts shall be determined;

          (11) if other than the currency of the United States of America, the
currency, currencies or currency units in which the principal of or any premium
or interest on any

                                     -21-
<PAGE>

Securities of the series shall be payable and the manner of determining the
equivalent thereof in the currency of the United States of America for any
purpose, including for purposes of the definition of "Outstanding" in Section
101;

          (12) if the principal of or any premium or interest on any Securities
of the series is to be payable, at the election of the Company or the Holder
thereof, in one or more currencies or currency units other than that or those in
which such Securities are stated to be payable, the currency, currencies or
currency units in which the principal of or any premium or interest on such
Securities as to which such election is made shall be payable, the periods
within which and the terms and conditions upon which such election is to be made
and the amount so payable (or the manner in which such amount shall be
determined);

          (13) if other than the entire principal amount thereof, the portion of
the principal amount of any Securities of the series which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 502;

          (14) if the principal amount payable at the Stated Maturity of any
Securities of the series will not be determinable as of any one or more dates
prior to the Stated Maturity, the amount which shall be deemed to be the
principal amount of such Securities as of any such date for any purpose
thereunder or hereunder, including the principal amount thereof which shall be
due and payable upon any Maturity other than the Stated Maturity or which shall
be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in
any such case, the manner in which such amount deemed to be the principal amount
shall be determined);

          (15) if applicable, that the Securities of the series, in whole or any
specified part, shall be defeasible pursuant to Section 1302 or Section 1303 or
both such Sections;

          (16) if applicable, that any Securities of the series shall be
issuable in whole or in part in the form of one or more Global Securities and,
in such case, the respective Depositaries for such Global Securities, the form
of any legend or legends which shall be borne by any such Global Security in
addition to or in lieu of that set forth in Section 204 and any circumstances in
addition to or in lieu of those set forth in Clause (2) of the last paragraph of
Section 305 in which any such Global Security may be exchanged in whole or in
part for Securities registered, and any transfer of such Global Security in
whole or in part may be registered, in the name or names of Persons other than
the Depositary for such Global Security or a nominee thereof;

          (17) the terms of any right to convert or exchange Securities of such
series into any other Securities or property of the Company, and the additions
or changes, if any, to this Indenture with respect to the Securities of such
series to permit or facilitate such conversion or exchange;

          (18) any addition to, deletion from or change in the Events of Default
which applies to any Securities of the series and any change in the right of the
Trustee or the requisite

                                     -22-
<PAGE>

Holders of such Securities to declare the principal amount thereof due and
payable pursuant to Section 502;

          (19) any addition to, deletion from or change in the covenants set
forth in Article Ten which applies to Securities of the series; and

          (20) the Person to whom any interest on a Security of the series shall
be payable, if other than the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest;

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

          (22) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture, except as permitted by
Section 901(5)).

     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
Board Resolution referred to above and (subject to Section 303) set forth, or
determined in the manner provided, in the Officers' Certificate referred to
above or in any such indenture supplemental hereto.

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

Section 32.  Denominations.

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

Section 33.  Execution, Authentication, Delivery and Dating.

     The Securities shall be executed on behalf of the Company by its Chairman
of the Board, its Vice Chairman of the Board, its President or one of its Vice
Presidents, under its corporate seal reproduced thereon attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Securities may be manual or facsimile.

     Securities bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such

                                     -23-
<PAGE>

individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Securities or did not hold such offices at
the date of such Securities.

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

          (1)  if the form or forms of such Securities have been established by
or pursuant to Board Resolution as permitted by Section 201, that such form or
forms have been established in conformity with the provisions of this Indenture;

          (2)  if the terms of such Securities have been established by or
pursuant to Board Resolution as permitted by Section 301, that such terms have
been established in conformity with the provisions of this Indenture; and

          (3)  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 legally binding
obligations of the Company enforceable in accordance with their terms, subject
to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles.

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

     Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.

     Each Security shall be dated the date of its authentication.

     No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature of an authorized officer, and such
certificate upon any Security shall be

                                     -24-
<PAGE>

conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder. Notwithstanding the foregoing, if any
Security shall have been authenticated and delivered hereunder but never issued
and sold by the Company, and the Company shall deliver such Security to the
Trustee for cancellation as provided in Section 309, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and
delivered hereunder and shall never be entitled to the benefits of this
Indenture.

Section 34.  Temporary Securities.

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

  If temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities of
such series upon surrender of the temporary Securities of such series at the
office or agency of the Company in a Place of Payment for that series, without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series, the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor one or more definitive
Securities of the same series, of any authorized denominations and of like tenor
and aggregate principal amount. 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 and tenor.


Section 35.  Registration, Registration of Transfer and Exchange.

  The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office being herein
sometimes referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The Trustee is hereby
appointed "Security Registrar" for the purpose of registering Securities and
transfers of Securities as herein provided.

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

                                     -25-
<PAGE>

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

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

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

  No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company 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 304, 906 or 1107 not involving any transfer.

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

  Each Global Security issued under this Indenture shall be registered in the
name of the Depositary designated by the Company for such Global Security or a
nominee thereof and delivered to such Depositary or a nominee thereof or
custodian therefor, and each such Global Security shall constitute a single
Security for all purposes of this Indenture.

  Notwithstanding any other provision in this Indenture, no Global Security
may be exchanged in whole or in part for Securities registered, and no transfer
of a Global Security in whole or in part may be registered, in the name of any
Person other than the Depositary for such Global Security or a nominee thereof
unless (i) such Depositary advises the Trustee and the Company in writing that
such Depositary is no longer willing or able to properly discharge its
responsibilities as Depositary with respect to such Global Security, and no
qualified successor is appointed by the Company within 90 days of receipt by the
Company of such notice, (ii) such Depositary has ceased to be a clearing agency
registered under the Exchange Act and no qualified successor is appointed by the
Company within 90 days after its receipt of such notice or its becoming aware of
such cessation, (iii) the Company executes and delivers to the Trustee a Company
Order stating that the Company elects to

                                      -26-
<PAGE>

terminate the book-entry system through the Depositary, or (iv) there shall have
occurred and be continuing an Event of Default with respect to such Global
Security.

  If any Global Security is to be exchanged for other Securities or cancelled
in whole, it shall be surrendered by or on behalf of the Depositary or its
nominee to the Securities Registrar for exchange or cancellation as provided in
this Article Three. If any Global Security is to be exchanged for other
Securities or cancelled in part, or if another Security is to be exchanged in
whole or in part for a beneficial interest in any Global Security, then either
(i) such Global Security shall be so surrendered for exchange or cancellation as
provided in this Article Three or (ii) the principal amount thereof shall be
reduced or increased by an amount equal to the portion thereof to be so
exchanged or cancelled, or equal to the principal amount of such other Security
to be so exchanged for a beneficial interest therein, as the case may be, by
means of an appropriate adjustment made on the records of the Securities
Registrar, whereupon the Trustee, in accordance with the Applicable Procedures,
shall instruct the Depositary or its authorized representative to make a
corresponding adjustment to its records. Upon any such surrender or adjustment
of a Global Security by the Depositary, accompanied by registration
instructions, the Trustee shall, subject to this Section 305 and as otherwise
provided in this Article Three, authenticate and deliver any Securities issuable
in exchange for such Global Security (or any portion thereof) in accordance with
the instructions of the Depositary. The Trustee shall not be liable for any
delay in delivery of such instructions and may conclusively rely on, and shall
be fully protected in relying on, such instructions.

  Every Security authenticated and delivered upon registration of transfer
of, or in exchange for or in lieu of, a Global Security or any portion thereof,
whether pursuant to this Article Three, Section 906 or 1106 or otherwise, shall
be authenticated and delivered in the form of, and shall be, a Global Security,
unless such Security is registered in the name of a Person other than the
Depositary for such Global Security or a nominee thereof.

  The Depositary or its nominee, as the registered owner of a Global
Security, shall be the Holder of such Global Security for all purposes under
this Indenture and the Securities, and owners of beneficial interests in a
Global Security shall hold such interests pursuant to the Applicable Procedures.
Accordingly, any such owner's beneficial interest in a Global Security shall be
shown only on, and the transfer of such interest shall be effected only through,
records maintained by the Depositary or its nominee or its Agent Members.
Neither the Trustee nor the Security Registrar shall have any liability in
respect of any transfers effected by the Depositary.

  The rights of owners of beneficial interests in a Global Security shall be
exercised only through the Depositary and shall be limited to those established
by law and agreements between such owners and the Depositary and/or its Agent
Members.

Section 36. Mutilated, Destroyed, Lost and Stolen Securities.

     If any mutilated Security is surrendered to the Trustee together with such
security or indemnity as may be required by the Company or the Trustee to save
each of them harmless, the Company shall execute and the Trustee shall
authenticate and deliver in exchange


                                     -27-
<PAGE>

therefor a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

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

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

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

     Every new Security of any series issued pursuant to this Section in lieu of
any destroyed, lost or stolen Security shall constitute an original 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 this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.

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


Section 37.  Payment of Interest; Interest Rights Preserved.

     Except as otherwise provided as contemplated by Section 301 with respect to
any series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest except that, unless otherwise provided in the Securities of
such series, interest payable on the Stated Maturity, redemption or repayment of
the principal of a Security shall be paid to the Person to whom principal is
paid.  The initial payment of interest on any Security of any series that is
issued between a Regular Record Date and the related Interest Payment Date shall
be payable as provided in such Security or in the Board Resolution pursuant to
Section 301 with respect to the related series of Securities.

                                     -28-
<PAGE>

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

        (1)  The Company may elect to make payment of any Defaulted Interest
     to the Persons in whose names the Securities of such series (or their
     respective Predecessor Securities) are registered at the close of business
     on a Special Record Date for the payment of such Defaulted Interest, which
     shall be fixed in the following manner. The Company shall notify the
     Trustee in writing of the amount of Defaulted Interest proposed to be paid
     on each Security of such series and the date of the proposed payment, and
     at the same time the Company shall deposit with the Trustee an amount of
     money equal to the aggregate amount proposed to be paid in respect of such
     Defaulted Interest or shall make arrangements satisfactory to the Trustee
     for such deposit prior to the date of the proposed payment, such money when
     deposited to be held in trust for the benefit of the Persons entitled to
     such Defaulted Interest as in this Clause provided. Thereupon the Trustee
     shall fix a Special Record Date for the payment of such Defaulted Interest
     which shall be not more than 15 days and not less than 10 days prior to the
     date of the proposed payment and not less than 10 days after the receipt by
     the Trustee of the notice of the proposed payment. The Trustee shall
     promptly notify the Company of such Special Record Date and, in the name
     and at the expense of the Company, shall cause notice of the proposed
     payment of such Defaulted Interest and the Special Record Date therefor to
     be given to each Holder of Securities of such series in the manner set
     forth in Section 106, not less than 10 days prior to such Special Record
     Date. Notice of the proposed payment of such Defaulted Interest and the
     Special Record Date therefor having been so mailed, such Defaulted Interest
     shall be paid to the Persons in whose names the Securities of such series
     (or their respective Predecessor Securities) are registered at the close of
     business on such Special Record Date and shall no longer be payable
     pursuant to the following Clause (2).

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

     Unless otherwise provided in or pursuant to this Indenture or any
supplemental indenture, interest on the Securities of any series will be
payable, at the option of the Company, (1) by wire transfer to an account at a
banking institution in the United States that the Holder designates in writing
to the Trustee at least 16 days prior to the Interest Payment Date or (2) by
check mailed to the address of the Holder as such address appears in the
Security Register for the Securities of such series.

                                     -29-
<PAGE>

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


Section 38.  Persons Deemed Owners.

     Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered as the owner of such Security
for the purpose of receiving payment of principal of and any premium and
(subject to Section 307) any interest 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.

     No holder of any beneficial interest in any Global Security held on its
behalf by a Depositary shall have any rights under this Indenture with respect
to such Global Security, and such Depositary may be treated by the Company, the
Trustee and any agent of the Company or the Trustee as the owner of such Global
Security for all purposes whatsoever. None of the Company, the Trustee nor any
agent of the Company or the Trustee will have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests of a Global Security or maintaining, supervising
or reviewing any records relating to such beneficial ownership interests.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by a Depositary or
impair, as between a Depositary and such holders of beneficial interests, the
operation of customary practices governing the exercise of the rights of the
Depositary (or its nominee) as Holder of any Security.

Section 39.  Cancellation.

     All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. All cancelled
Securities held by the Trustee shall be disposed of in accordance with its
customary practices and the Trustee shall deliver to the Company a certificate
of such disposition.

                                     -30-
<PAGE>

Section 310.  Computation of Interest.

     Except as otherwise specified as contemplated by Section 301 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 and the actual number of
days elapsed in any partial month in an interest period, and interest on the
Securities of each series for a full interest period shall be computed by
dividing the rate per annum thereon by the number of interest periods that
together constitute a full twelve months.

Section 311.  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; provided, however, that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of 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.

                                 ARTICLE FOUR

                           Satisfaction and Discharge


Section 41.  Satisfaction and Discharge of Indenture.

     This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for), and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

     (1)  either

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

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

           (i)    have become due and payable, or

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

                                     -31-
<PAGE>

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

     and the Company, in the case of (i), (ii) or (iii) above, has deposited or
     caused to be deposited with the Trustee as trust funds in trust for the
     purpose (x) money in an amount, (y) Government Obligations which through
     the scheduled payment of principal and interest in respect thereof in
     accordance with their terms will provide, not later than the due date of
     any payment, money in an amount or (z) a combination thereof, in each case
     where any Government Obligations are deposited, in the opinion of a
     nationally recognized firm of independent public accountants expressed in a
     written certification thereof delivered to the Trustee, sufficient to pay
     and discharge the entire indebtedness on such Securities not theretofore
     delivered to the Trustee for cancellation, for principal and any premium
     and interest to the date of such deposit (in the case of Securities which
     have become due and payable) or to the Stated Maturity or Redemption Date,
     as the case may be;

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

     (3)  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 satisfaction and discharge of this Indenture have
  been complied with.

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Company to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

Section 42.  Application of Trust Money.

     Subject to the provisions of the last paragraph of Section 1003, all money
and Government Obligations (including the proceeds thereof) deposited with the
Trustee pursuant to Section 401 shall be held in trust and applied by it, in
accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal and any premium and interest for whose
payment such money and Government Obligations (including the proceeds thereof)
have been deposited with the Trustee.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 401 or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of Outstanding Securities.

                                     -32-
<PAGE>

                                 ARTICLE FIVE

                                   Remedies


Section 51.  Events of Default.

   "Event of Default", wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body) except
as may be specified in Section 301:

   (1) default in the payment of the principal of or any premium on any Security
 of that series at its Maturity; or

   (2) default in the payment of any interest upon any Security of that series
 when it becomes due and payable, and continuance of such default for a period
 of 30 days, provided, however, that if the Company is permitted by the terms of
 the Securities of such 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 such series; or

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

   (4) default in the performance, or breach, of any covenant or warranty of the
 Company in this Indenture (other than a covenant or warranty a default in whose
 performance or whose breach is elsewhere in this Section specifically dealt
 with or which has expressly been included in this Indenture solely for the
 benefit of series of Securities other than that series), and continuance of
 such default or breach for a period of 60 days after there has been given, by
 registered or certified mail, to the Company by the Trustee or to the Company
 and the Trustee by the Holders of at least 33% in principal amount of the
 Outstanding Securities of that series a written notice specifying such default
 or breach and requiring it to be remedied and stating that such notice is a
 "Notice of Default" hereunder, unless the Trustee, or the Trustee and the
 Holders of a principal amount of Securities of such series not less than the
 principal amount of Securities that gave such notice, as the case may be, shall
 agree in writing to an extension of such period prior to its expiration;
 provided, however, that the Trustee, or the Trustee and the Holders of such
 principal amount of Securities of such series, as the case may be, shall be
 deemed to have agreed to an extension of such period if corrective action is
 initiated by the Company within such period and is being diligently pursued; or

   (5) a default under any (i) debt for any money borrowed by the Company
 (including a default with respect to Securities of any series other than that
 series), (ii) mortgage, indenture or instrument (including this Indenture)
 under which there may be issued or by

                                     -33-
<PAGE>

 which there may be secured or evidenced any indebtedness for money borrowed by
 the Company, whether such indebtedness now exists or shall hereafter be
 created, or (iii) guarantee of payment for money borrowed, which default shall
 have resulted in such indebtedness becoming or being declared due and payable
 prior to the date on which it would otherwise have become due and payable,
 without such accelerated indebtedness having been discharged, or such
 acceleration having been rescinded or annulled, within a period of 10 days
 after there 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 33% in principal amount of the Outstanding Securities of that series a
 written notice specifying such default and requiring the Company to cause such
 accelerated indebtedness to be discharged or cause such acceleration to be
 rescinded or annulled, as the case may be, and stating that such notice is a
 "Notice of Default" hereunder; provided, however, that, subject to the
 provisions of Sections 601 and 602, the Trustee shall not be deemed to have
 knowledge of such default unless either (A) a Responsible Officer of the
 Trustee assigned to its Corporate Trust Office shall have actual knowledge of
 such default or (B) the Trustee shall have received written notice thereof from
 the Company, from any Holder, from the holder of any such indebtedness or from
 the trustee under any such mortgage, indenture or other instrument, provided,
 further, a default shall exist under this clause only if the aggregate
 principal amount outstanding under all such indebtedness that has become due
 prior to the date on which it would otherwise become due and payable exceeds
 $25,000,000; or

   (6) the entry by a court having jurisdiction in the premises of (A) a decree
 or order for relief in respect of the Company in an involuntary case or
 proceeding under any applicable Federal or State bankruptcy, insolvency,
 reorganization or other similar law or (B) a decree or order adjudging the
 Company a bankrupt or insolvent, or approving as properly filed a petition
 seeking reorganization, arrangement, adjustment or composition of or in respect
 of the Company under any applicable Federal or State bankruptcy, insolvency,
 reorganization or other similar law, or appointing a custodian, receiver,
 liquidator, assignee, trustee, sequestrator or other similar official of the
 Company or of any substantial part of its property, or ordering the winding up
 or liquidation of its affairs, and the continuance of any such decree or order
 for relief or any such other decree or order unstayed and in effect for a
 period of 60 consecutive days; or

   (7) the commencement by the Company of a voluntary case or proceeding under
 any applicable Federal or State bankruptcy, insolvency, reorganization or other
 similar law or of any other case or proceeding to be adjudicated a bankrupt or
 insolvent, or the consent by it to the entry of a decree or order for relief in
 respect of the Company in an involuntary case or proceeding under any
 applicable Federal or State bankruptcy, insolvency, reorganization or other
 similar law or to the commencement of any bankruptcy or insolvency case or
 proceeding against it, or the filing by the Company of a petition or answer or
 consent seeking reorganization or relief under any applicable Federal or State
 bankruptcy, insolvency, reorganization or other similar law, or the consent by
 it to the filing of such petition or to the appointment of or taking possession
 by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other
 similar official of the Company or of any substantial part of its property, or
 the making by it of an assignment for the benefit of creditors, or the
 admission by it in writing of its inability

                                     -34-
<PAGE>

 to pay its debts generally as they become due, or the authorization of any such
 action by the Board of Directors; or

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


Section 52.  Acceleration of Maturity; Rescission and Annulment.

   If an Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 33% in principal amount of the Outstanding Securities
of that series may declare the principal amount of all the Securities of that
series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof) to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) shall become
immediately due and payable.

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

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

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

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

     (C) all overdue sinking fund payments with respect to Securities of that
   series and interest thereon at the rate or rates prescribed therefor in such
   Securities,

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

     (D) all sums paid or advanced by the Trustee hereunder and the reasonable
   compensation, expenses, disbursements and advances of the Trustee, its agents
   and counsel;

 and

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

                                     -35-
<PAGE>

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

Section 53.  Collection of Indebtedness and Suits for Enforcement by Trustee.

   The Company covenants that if

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

   (2) default is made in the payment of the principal of (or premium, if any,
 on) any Security at the Maturity thereof, or

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

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

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

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


Section 54.  Trustee May File Proofs of Claim.

   In case of any judicial proceeding relative to the Company (or any other
obligor upon the Securities), its property or its creditors, the Trustee shall
be entitled and empowered, by intervention in such proceeding or otherwise, to
take any and all actions authorized under the Trust Indenture Act in order to
have claims of the Holders and the Trustee allowed in

                                     -36-
<PAGE>

any such proceeding. In particular, the Trustee shall be authorized to collect
and receive any moneys or other property payable or deliverable on any such
claims and to distribute the same; and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 607.

   No provision of this Indenture shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors' or
other similar committee.

Section 55.  Trustee May Enforce Claims Without Possession of Securities.

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


Section 56.  Application of Money Collected.

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

   First:  To the payment of all amounts due the Trustee under Section 607;

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

   Third:  The balance, if any, to the Person or Persons entitled thereto.

                                     -37-
<PAGE>

Section 57.  Limitation on Suits.

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

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

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

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

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

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

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


Section 58.  Unconditional Right of Holders to Receive Principal,
 Premium and Interest.

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


Section 59.  Restoration of Rights and Remedies.

   If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for

                                     -38-
<PAGE>

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


Section 510.  Rights and Remedies Cumulative.

   Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of Section
306, no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.


Section 511.  Delay or Omission Not Waiver.

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

Section 512.  Control by Holders.

   The Holders of a majority in principal amount of the Outstanding Securities
of any series shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee, with respect to the Securities of
such series, provided, however,  that

   (1) such direction shall not be in conflict with any rule of law or with this
 Indenture,

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

   (3) subject to the provision of Section 601, the Trustee shall have the right
 to decline to follow any such direction if the Trustee in good faith shall, by
 a Responsible Officer or Officers of the Trustee, determine that the proceeding
 so directed would involve the Trustee in personal liability.


Section 513.  Waiver of Past Defaults.

                                     -39-
<PAGE>

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

   (1) in the payment of the principal of or any premium or interest on any
 Security of such series (unless such default has been cured and the Company has
 paid to and deposited with the Trustee a sum sufficient to pay all matured
 installments of interest and all principal of and any premium on all Securities
 of that series due otherwise than by acceleration) or

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

   Any such waiver shall be deemed to be on behalf of the Holders of all the
Securities of such series.

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


Section 514.  Undertaking for Costs.

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

Section 515.  Waiver of Usury, Stay or Extension Laws.

   The Company covenants (to the extent that it may lawfully do so) that it will
not at any time insist upon, or plead, or in any manner whatsoever claim or take
the benefit or advantage of, any usury, stay or extension law wherever enacted,
now or at any time

                                     -40-
<PAGE>

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


                                  ARTICLE SIX

                                  The Trustee


Section 61.  Certain Duties and Responsibilities.

   The rights, immunities, duties and responsibilities of the Trustee shall be
as provided by the Trust Indenture Act. Notwithstanding the foregoing, no
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it. Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.


Section 62.  Notice of Defaults.

   If a default occurs hereunder with respect to Securities of any series, the
Trustee shall give the Holders of Securities of such series notice of such
default if known to the Trustee within 90 days after it occurs unless such
default shall have been cured or waived;  provided, however, that except in the
case of a default in the payment of the principal of or any premium or interest
on any Securities of any series or in the making of any sinking fund payment
payable with respect to Securities of any series, the Trustee may withhold the
notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determines that withholding the notice in the interest of Holders of
Securities of that series; and  provided, further, that in the case of any
default of the character specified in Section 501(4) with respect to Securities
of such series, no such notice to Holders shall be given until at least 30 days
after the occurrence thereof. For the purpose of this Section, the term
"default" means any event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to Securities of such series.


Section 63.  Certain Rights of Trustee.

   Subject to the provisions of Section 601:

                                     -41-
<PAGE>

   (1) the Trustee may rely and shall be protected in acting or refraining from
 acting in good faith  upon any resolution, certificate, statement, instrument,
 opinion, report, notice, request, direction, consent, order, bond, debenture,
 note, other evidence of indebtedness or other paper or document (whether
 original or in facsimile form) believed by it to be genuine and to have been
 signed or presented by the proper party or parties;

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

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

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

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

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

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

   (8) in the event that the Trustee is also acting as Paying Agent,
 Authenticating Agent or Transfer Agent and Registrar hereunder, the rights and
 protections afforded to the Trustee pursuant to this Article VI shall also be
 afforded such Paying Agent, Authenticating Agent or Transfer Agent and
 Registrar;

   (9) the Trustee shall not be under any obligation to take any action that is
 discretionary under the provisions of this Indenture;

                                     -42-
<PAGE>

   (10) the Trustee shall not be charged with knowledge of any Event of Default
 unless either (1) a Responsible Officer of the Trustee assigned to its
 Corporate Trust Office shall have actual knowledge or (2) the Trustee shall
 have received notice thereof from the Company or a Holder; and

   (11) no permissive power or authority available to the Trustee shall be
 construed as a duty.


Section 64.  Not Responsible for Recitals or Issuance of Securities.

   The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities. Neither the Trustee nor
any Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.


Section 65.  May Hold Securities.

   The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
608 and 613, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.


Section 66.  Money Held in Trust.

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


Section 67.  Compensation and Reimbursement.

   The Company agrees

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

   (2) except as otherwise expressly provided herein, to reimburse the Trustee
 upon its request for all reasonable expenses, disbursements and advances
 incurred or made by the Trustee in accordance with any provision of this
 Indenture (including the reasonable compensation and the expenses and
 disbursements of its agents and counsel), except any

                                     -43-
<PAGE>

 such expense, disbursement or advance as may be attributable to its negligence
 or bad faith; and

   (3) to indemnify the Trustee for, and to hold it harmless against, any loss,
 liability, damage, claim or expense (including the reasonable compensation,
 expenses and disbursements of its agents and  counsel) incurred without
 negligence or bad faith on its part, arising out of or in connection with the
 acceptance or administration of the trust or trusts hereunder, including the
 costs and expenses of defending itself against any claim or liability in
 connection with the exercise or performance of any of its powers or duties
 hereunder.

   The Trustee shall have a lien prior to the Securities upon all property and
funds held or collected by it hereunder for any amount owing it or any
predecessor Trustee pursuant to this Section 607, except with respect to funds
held in trust for the benefit of the Holders of particular Securities.

   Without limiting any rights available to the Trustee under applicable law,
when the Trustee incurs expenses or renders services in connection with an Event
of Default specified in Section 501(6) or Section 501(7), the expenses
(including the reasonable charges and expenses of its agents and counsel) and
the compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or
other similar law.

   The provisions of this Section shall survive the satisfaction and discharge
of this Indenture, the defeasance of the Securities and the earlier resignation
or removal of the Trustee.

Section 68.  Conflicting Interests.

   If the Trustee has or shall acquire a conflicting interest within the meaning
of the Trust Indenture Act, the Trustee shall either eliminate such interest or
resign, to the extent and in the manner provided by, and subject to the
provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series or under any other indenture with respect to
securities issued by the Company.


Section 69.  Corporate Trustee Required; Eligibility.

   There shall at all times be one (and only one) Trustee hereunder with respect
to the Securities of each series, which may be Trustee hereunder for Securities
of one or more other series.  Each Trustee shall be a Person that is eligible
pursuant to the Trust Indenture Act to act as such and has a combined capital
and surplus of at least $50,000,000.  If any such Person publishes reports of
condition at least annually, pursuant to law or to the requirements of its
supervising or examining authority, then for the purposes of this Section and to
the extent permitted by the Trust Indenture Act, the combined capital and
surplus of

                                     -44-
<PAGE>

such Person 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
with respect to the Securities of any series shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article. 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 610.  Resignation and Removal; Appointment of Successor.

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

   The Trustee may resign at any time with respect to the Securities of one or
more series by giving written notice thereof to the Company. If the instrument
of acceptance by a successor Trustee required by Section 611 shall not have been
delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

   The Trustee may be removed at any time with respect to the Securities of any
series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the
Company.

   If at any time:

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

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

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

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

                                     -45-
<PAGE>

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

   The Company shall give notice of each resignation and each removal of the
Trustee with respect to the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any series to all Holders of
Securities of such series in the manner provided in Section 106. Each notice
shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its Corporate Trust Office.


Section 611.  Acceptance of Appointment by Successor.

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

   In case of the appointment hereunder of a successor Trustee with respect to
the Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable

                                     -46-
<PAGE>

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

   Upon request of any such successor Trustee, the Company shall execute any and
all instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts referred to in the first or
second preceding paragraph, as the case may be.

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


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

   Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

                                     -47-
<PAGE>

Section 613.  Preferential Collection of Claims Against Company.

   If and when the Trustee shall be or become a creditor of the Company (or any
other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).


Section 614.  Appointment of Authenticating Agent.

   The Trustee may appoint an Authenticating Agent or Agents with respect to one
or more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series issued upon original issue (in
accordance with procedures acceptable to the Trustee) and upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section
306, and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or 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 the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of not less than $50,000,000 and subject
to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent 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 an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

   Any corporation into which an 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 such Authenticating Agent shall be
a party, or any corporation succeeding to the corporate agency or corporate
trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

   An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof 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 such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent

                                     -48-
<PAGE>

which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 106 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

   The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section.

   If an appointment of an Authenticating Agent with respect to one or more
series is made pursuant to this Section, the Securities of such series may have
endorsed thereon, in addition to the Trustee's certificate of authentication, an
alternative certificate of authentication in the following form:

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


                                                       THE CHASE MANHATTAN BANK,
                                                                      As Trustee



                                                       By......................,
                                                         As Authenticating Agent



                                                       By.......................
                                                              Authorized Officer


                                 ARTICLE SEVEN

               Holders' Lists and Reports by Trustee and Company


Section 71.  Company to Furnish Trustee Names and Addresses of Holders.

   The Company will furnish or cause to be furnished to the Trustee

    (1) 15 days after each Regular Record Date, a list, in such form as the
  Trustee may reasonably require, of the names and addresses of the Holders of
  Securities of each series as of such Regular Record Date; and

                                     -49-
<PAGE>

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

in each case to the extent information is in the possession of the Company and
has not otherwise been received by the Trustee in its capacity as Security
Registrar.


Section 72.  Preservation of Information; Communications to Holders.

     The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

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

     Every Holder of Securities, 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 Holders made pursuant to the Trust
Indenture Act.


Section 73.  Reports by Trustee.

     If required by Section 313(a) of the Trust Indenture Act, the Trustee
shall, within 60 days after each September 15 following the date of this
Indenture, deliver to the Holders a brief report, dated as of such September 15,
which complies with the provisions of such Section 313(a).

     In addition, the Trustee shall transmit to Holders such other reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant thereto.

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


Section 74.  Reports by Company.

     The Company shall file with the Trustee and the Commission, and transmit to
Holders, such information, documents and other reports, and such summaries
thereof, as may be

                                     -50-
<PAGE>

required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant to such Act; provided, however, that any such information,
documents or reports required to be filed with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within
15 days after the same is so required to be filed with the Commission.


                                 ARTICLE EIGHT

             Consolidation, Merger, Conveyance, Transfer or Lease


Section 81.  Company May Consolidate, Etc., Only on Certain Terms.

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

     (1)  in case the Company shall consolidate with or merge into another
  Person or convey, transfer or lease its properties and assets substantially as
  an entirety to any Person, the Person formed by such consolidation 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
  substantially as an entirety shall be a corporation, partnership or trust,
  shall be organized and validly existing under the laws of the United States of
  America, any State thereof, the District of Columbia, Bermuda or the Cayman
  Islands and shall expressly assume, by an indenture supplemental hereto,
  executed and delivered to the Trustee, in form satisfactory to the Trustee,
  the due and punctual payment of the principal of and any premium and interest
  on all the Securities and the performance or observance of every covenant of
  this Indenture on the part of the Company to be performed or observed;

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

     (3)  the Company has delivered to the Trustee an Officers' Certificate and
  an Opinion of Counsel, each stating that such consolidation, merger,
  conveyance, transfer or lease and, if a supplemental indenture is required in
  connection with such transaction, such supplemental indenture comply with this
  Article and that all conditions precedent herein provided for relating to such
  transaction have been complied with; and the Trustee, subject to Section 601,
  may rely upon such Officers' Certificate and Opinion of Counsel as conclusive
  evidence that such transaction complies with Section 801.

                                     -51-
<PAGE>

Section 82.  Successor Substituted.

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

     Such successor Person may cause to be executed, and may issue either in its
own name or in the name of the Company, any or all of the Securities issuable
hereunder that theretofore shall not have been signed by the Company and
delivered to the Trustee; and, upon the order of such successor Person instead
of the Company and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any
Securities that previously shall have been signed and delivered by the officers
of the Company to the Trustee for authentication pursuant to such provisions and
any Securities that such successor Person thereafter shall cause to be executed
and delivered to the Trustee on its behalf for the purpose pursuant to such
provisions. All the Securities so issued shall in all respects have the same
legal rank and benefit under this Indenture as the Securities theretofore or
thereafter issued in accordance with the terms of this Indenture.

     In case of any such consolidation, merger, sale, conveyance or lease, such
changes in phraseology and form may be made in the Securities thereafter to be
issued as may be appropriate.

                                 ARTICLE NINE

                            Supplemental Indentures


Section 91.  Supplemental Indentures Without Consent of Holders.

     Without the consent of any Holders, the Company, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form satisfactory to the Trustee,
for any of the following purposes:

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

     (2)  to evidence the succession of another Person to the Company and the
  assumption by any such successor of the covenants of the Company herein and in
  the Securities; or

                                     -52-
<PAGE>

     (3)  to add to the covenants of the Company for the benefit of the Holders
  of all or any series of Securities (and if such covenants are to be for the
  benefit of less than all series of Securities, stating that such covenants are
  expressly being included solely for the benefit of such series) or to
  surrender any right or power herein conferred upon the Company; or

     (4)  to add any additional Events of Default for the benefit of the Holders
  of all or any series of Securities (and if such additional Events of Default
  are to be for the benefit of less than all series of Securities, stating that
  such additional Events of Default are expressly being included solely for the
  benefit of such series); or

     (5)  to add to, change or eliminate any of the provisions of this Indenture
  in respect of one or more series of Securities, provided, however, that any
  such addition, change or elimination (A) shall become effective only when
  there is no such Security Outstanding or (B) not apply to any Outstanding
  Securities; or

     (6)  to secure the Securities; or

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

     (8)  to cure any ambiguity, to correct or supplement any provision herein
  which may be defective or inconsistent with any other provision herein, or to
  make any other provisions with respect to matters or questions arising under
  this Indenture, provided, however, that such action pursuant to this Clause
  (8) shall not adversely affect the interests of the Holders of Securities of
  any series in any material respect; or

     (9)  to comply with the requirements of the Commission in order to effect
  or maintain qualifications of this Indenture under the Trust Indenture Act.

Section 92.  Supplemental Indentures With Consent of Holders.

     With the consent of the Holders of not less than a majority in aggregate in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,

     (1)  change the Stated Maturity of the principal of, or any instalment of
  principal of or interest on, any Security, or reduce the principal amount
  thereof or the rate of interest thereon or any premium payable upon the
  redemption thereof, or reduce the amount of

                                     -53-
<PAGE>

  the principal of an Original Issue Discount Security or any other Security
  which would be due and payable upon a declaration of acceleration of the
  Maturity thereof pursuant to Section 502, or change any Place of Payment
  where, or the coin or currency in which, any Security or any premium or
  interest thereon is payable, or impair the right to institute suit for the
  enforcement of any such payment on or after the Stated Maturity thereof (or,
  in the case of redemption, on or after the Redemption Date), or

     (2)  reduce the percentage in principal amount of the Outstanding
  Securities of any series, the consent of whose Holders is required to enter
  into any such supplemental indenture, or the consent of whose Holders is
  required for any waiver of compliance with any provisions of this Indenture or
  any default hereunder and their consequences provided for in this Indenture,
  or

     (3)  modify any of the provisions of this Section, Section 513 or Section
  1009, except to increase any such percentage or to provide that certain other
  provisions of this Indenture cannot be modified or waived without the consent
  of the Holder of each Out standing Security affected thereby; provided,
  however, that this clause shall not be deemed to require the consent of any
  Holder with respect to changes in the references to "the Trustee" and
  concomitant changes in this Section and Section 1009, or the deletion of this
  proviso, in accordance with the requirements of Sections 611 and 901(7).

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.

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


Section 93.  Execution of Supplemental Indentures.

     In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and shall be fully protected in relying upon, an Opinion of Counsel stating that
the execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but 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.


Section 94.  Effect of Supplemental Indentures.

     Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a

                                     -54-
<PAGE>

part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.


Section 95.   Conformity with Trust Indenture Act.

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


Section 96.   Reference in Securities to Supplemental Indentures.

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


                                  ARTICLE TEN

                                   Covenants


Section 101.  Payment of Principal, Premium and Interest.

     The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of and any premium
and interest on the Securities of that series in accordance with the terms of
the Securities and this Indenture.


Section 102.  Maintenance of Office or Agency.

     The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Securities of that series and this Indenture
may be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.

                                     -55-
<PAGE>

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


Section 103.  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 will, on or before each due date of the
principal of or any premium or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal and any premium and interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its action or failure so to
act.

     Whenever the Company shall have one or more Paying Agents for any series of
Securities, it will, prior to each due date of the principal of or any premium
or interest on any Securities of that series, deposit with a Paying Agent a sum
sufficient to pay such amount, such sum to be held as provided by the Trust
Indenture Act, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.

     The Company will cause each Paying Agent for any series of Securities other
than the Trustee to execute and deliver to the Trustee an instrument in which
such Paying Agent shall agree with the Trustee, subject to the provisions of
this Section, that such Paying Agent will (1) comply with the provisions of the
Trust Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.

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

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of or any premium or
interest on any Security of any series and remaining unclaimed for two years
after such principal, premium

                                     -56-
<PAGE>

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


Section 104.  Statement by Officers as to Default.

     The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company ending after the date hereof, an Officers'
Certificate covering the preceding fiscal year, stating whether or not to the
knowledge of the signers thereof the Company is in default in the performance
and observance of any of the terms, provisions and conditions of this Indenture
(without regard to any period of grace or requirement of notice provided
hereunder) and, if the Company shall be in default, specifying all such defaults
and the nature and status thereof of which they may have knowledge.


Section 105.  Existence.

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


Section 106.  Maintenance of Properties.

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

                                     -57-
<PAGE>

Section 107.  Payment of Taxes and Other Claims.

     The Company will pay or discharge or cause to be paid or discharged, before
the same shall become delinquent, (1) all taxes, assessments and governmental
charges levied or imposed upon the Company or any Subsidiary or upon the income,
profits or property of the Company or any Subsidiary and (2) all lawful claims
for labor, materials and supplies which, if unpaid, might by law become a lien
upon the property of the Company or any Subsidiary; provided, however, that the
Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate proceedings.

Section 108.  Original Issue Discount.

     For each year during which any Securities that were issued with original
issue discount are Outstanding, the Company shall furnish to each Paying Agent
in a timely fashion such information as may be reasonably requested by each
Paying Agent in order that each Paying Agent may prepare the information which
it is required to report for such year on Internal Revenue Service Forms 1096
and 1099 pursuant to Section 6049 of the Internal Revenue Code of 1986, as
amended. Such information shall include the amount of original issue discount
includible in income for each $25 of principal amount at Stated Maturity of
outstanding Securities during such year.

Section 109.  Waiver of Certain Covenants.

     Except as otherwise specified as contemplated by Section 301 for Securities
of such series, the Company may, with respect to the Securities of any series,
omit in any particular instance to comply with any term, provision or condition
set forth in any covenant provided pursuant to Section 301(19), 901(1) or 901(3)
for the benefit of the Holders of such series if before the time for such
compliance the Holders of at least a majority in principal amount of the
Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.


                                ARTICLE ELEVEN

                           Redemption of Securities


Section 111.  Applicability of Article.


                                     -58-
<PAGE>

     Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 301 for such Securities) in accordance with
this Article.


Section 112.  Election to Redeem; Notice to Trustee.

     The election of the Company to redeem any Securities shall be evidenced by
a Board Resolution or in another manner specified as contemplated by Section 301
for such Securities. In case of any redemption at the election of the Company of
less than all the Securities of any series (including any such redemption
affecting only a single Security), the Company shall, at least 60 days prior to
the Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the
principal amount of Securities of such series to be redeemed and, if applicable,
of the tenor of the Securities to be redeemed. In the case of any redemption of
Securities (1) prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture or (2)
pursuant to an election of the Company which is subject to a condition specified
in the terms of such Securities or elsewhere in this Indenture, the Company
shall furnish the Trustee with an Officers' Certificate evidencing compliance
with such restriction or condition.


Section 113.  Selection by Trustee of Securities to Be Redeemed.

     If less than all the Securities of any series are to be redeemed (unless
all the Securities of such series and of a specified tenor are to be redeemed or
unless such redemption affects only a single Security), the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series
not previously called for redemption, by such method as the Trustee shall deem
fair and appropriate and which may provide for the selection for redemption of a
portion of the principal amount of any Security of such series, provided,
however, that the unredeemed portion of the principal amount of any Security
shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security. If less than all the Securities of
such series and of a specified tenor are to be redeemed (unless such redemption
affects only a single Security), the particular Securities to be redeemed shall
be selected not more than 60 days prior to the Redemption Date by the Trustee
from the Outstanding Securities of such series and specified tenor not
previously called for redemption in accordance with the preceding sentence.

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

     The provisions of the two preceding paragraphs shall not apply with respect
to any redemption affecting only a single Security, whether such Security is to
be redeemed in whole or in part. In the case of any such redemption in part, the
unredeemed portion of the principal amount of the Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security.

                                     -59-
<PAGE>

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


Section 114.  Notice of Redemption.

     Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, at his address appearing in the
Security Register.

     All notices of redemption shall state:

     (1)  the Redemption Date,

     (2)  the Redemption Price or if the Redemption Price cannot be calculated
  prior to the time the notice is required to be sent, the estimate of the
  Redemption Price, as calculated by the Company, together with a statement that
  it is an estimate and that the actual Redemption Price will be calculated on
  the day provided by the terms of such Securities (and if an estimate is
  provided, a further notice shall be sent of the actual Redemption Price on the
  date that such Redemption Price is calculated);

     (3)  if less than all the Outstanding Securities of any series consisting
  of more than a single Security are to be redeemed, the identification (and, in
  the case of partial redemption of any such Securities, the principal amounts)
  of the particular Securities to be redeemed and, if less than all the
  Outstanding Securities of any series consisting of a single Security are to be
  redeemed, the principal amount of the particular Security to be redeemed,

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

     (5)  the place or places where each such Security is to be surrendered for
  payment of the Redemption Price,

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

     (7) such other matters as the Company deems desirable or appropriate.

     Unless otherwise specified with respect to any Securities in accordance
with Section 301, with respect to any redemption of Securities at the election
of the Company, unless, upon the giving of notice of such redemption, Defeasance
shall have been effected with respect to such Securities pursuant to Section
1302, such notice may state that such redemption shall be conditional upon the
receipt by the Trustee or the Paying Agent for

                                     -60-
<PAGE>

such Securities, on or prior to the date fixed for such redemption, of money
sufficient to pay the principal of and any premium and interest on such
Securities and that if such money shall not have been so received such notice
shall be of no force or effect and the Company shall not be required to redeem
such Securities. In the event that such notice of redemption contains such a
condition and such money is not so received, the redemption shall not be made
and within a reasonable time thereafter notice shall be given, in the same
manner in which the notice of redemption was given, that such money was not so
received and such redemption was not required to be made, and the Trustee or
Paying Agent for the Securities otherwise to have been redeemed shall promptly
return to the Holders thereof any of such Securities that had been surrendered
for payment upon such redemption.

     Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company, subject to the preceding
paragraph, and shall be irrevocable. The notice if mailed in the manner provided
above shall be conclusively presumed to have been duly given, whether or not the
Holder receives such notice. In any case, a failure to give such notice by mail
or any defect in the notice to the Holder of any Security designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Security.


Section 115.  Deposit of Redemption Price.

     Prior to any Redemption Date, the Company shall deposit with the Trustee or
with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities which
are to be redeemed on that date.


Section 116.  Securities Payable on Redemption Date.

     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, subject to the third paragraph of Section
1104, and from and after such date (unless the Company shall default in the
payment of the Redemption Price and accrued interest) such Securities shall
cease to bear interest. Upon surrender of any such Security for redemption in
accordance with said notice, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest to the Redemption Date;
provided, however, that, unless otherwise specified as contemplated by Section
301, instalments of interest whose Stated Maturity is on or prior to the
Redemption Date will be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
307.
<PAGE>

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


Section 117.  Securities Redeemed in Part.

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

     If a Global Security is so surrendered, such new Security shall be a new
Global Security.


                                ARTICLE TWELVE

                                 Sinking Funds


Section 121.  Applicability of Article.

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

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


Section 122.  Satisfaction of Sinking Fund Payments with Securities.

     In lieu of making all or any part of a mandatory sinking fund payment with
respect to any Securities of a series in cash, the Company may at its option, at
any time no more than 16 months and no 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

                                     -62-
<PAGE>

acquired by the Company, except Securities of such series that have been
redeemed through the application of mandatory or optional 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, however, that the Securities
to be so credited have not been previously so credited. The Securities to be so
credited shall be received and credited for such purpose by the Trustee at the
Redemption Price for such Securities, as specified in the Securities so to be
redeemed, for redemption through operation of the sinking fund and the amount of
such sinking fund payment shall be reduced accordingly.


Section 123.  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 Securities pursuant to the terms of such Securities, the portion thereof,
if any, which is to be satisfied by payment of cash in the currency in which the
Securities of such series are payable (except as provided pursuant to Section
301) and the portion thereof, if any, that is to be satisfied by delivering and
crediting Securities pursuant to Section 1202 and stating the basis for such
credit and that such Securities have not been previously so credited, and will
also deliver to the Trustee any Securities to be so delivered. Such Officers'
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 succeeding sinking fund payment date. In the case of the failure
of the Company to deliver such Officers' Certificate (or, as required by this
Indenture, the Securities specified in such Officers' Certificate) by the due
date therefor, the sinking fund payment due on the 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 1202 and without the right to make the
optional sinking fund payment with respect to such series at such time.

     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 immediately
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. Any sinking fund moneys not so applied or allocated by the Trustee
(or, if the Company is acting as its own Paying Agent, segregated and held in
trust by the Company as provided in Section 1003) for such series and together
with such payment (or such amount so segregated) shall be applied in accordance
with the provisions of this Section 1203. 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 1003) on the last sinking fund payment

                                     -63-
<PAGE>

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 the Securities to be redeemed
upon such sinking fund payment date in the manner specified in Section 1103 and
cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 1104. Such notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Section 1106. On or before each sinking fund
payment date, the Company shall pay to the Trustee (or, if the Company is acting
as its own Paying Agent, the Company shall segregate and hold in trust as
provided in Section 1003) in cash a sum in the currency in which Securities of
such series are payable (except as provided pursuant to Section 301) equal to
the principal and any premium and interest accrued to the Redemption Date for
Securities or portions thereof to be redeemed on such sinking fund payment date
pursuant to this Section 1203.

     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 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 then
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 Twelve.
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 default or Event of Default shall
have been cured or waived 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 1203.


                               ARTICLE THIRTEEN

                      Defeasance and Covenant Defeasance


Section 131.  Company's Option to Effect Defeasance or Covenant Defeasance.

     The Company may elect, at its option at any time, to have Section 1302 or
Section 1303 applied to any Securities or any series of Securities, as the case
may be, designated pursuant to Section 301 as being defeasible pursuant to such
Section 1302 or 1303, in accordance with any applicable requirements provided
pursuant to Section 301 and

                                     -64-
<PAGE>

upon compliance with the conditions set forth below in this Article. Any such
election shall be evidenced by a Board Resolution.


Section 132.  Defeasance and Discharge.

     Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, the
Company shall be deemed to have been discharged from its obligations with
respect to such Securities as provided in this Section on and after the date the
conditions set forth in Section 1304 are satisfied (hereinafter called
"Defeasance"). For this purpose, such Defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by such
Securities and to have satisfied all 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), subject to the following which shall survive until otherwise terminated
or discharged hereunder: (1) the rights of Holders of such Securities to
receive, solely from the trust fund described in Section 1304 and as more fully
set forth in such Section, payments in respect of the principal of and any
premium and interest on such Securities when payments are due, (2) the Company's
obligations with respect to such Securities under Sections 305, 306, 1002 and
1003, (3) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and (4) the provisions of this Article. Subject to compliance with
this Article, the Company may exercise its option (if any) to have this Section
applied to any Securities notwithstanding the prior exercise of its option (if
any) to have Section 1303 applied to such Securities.


Section 133.  Covenant Defeasance.

     Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, (1)
the Company shall be released from its obligations under Section 801 and any
covenants provided pursuant to Section 301(19), 901(1), 901(3) or 901(6) for the
benefit of the Holders of such Securities and (2) the occurrence of any event
specified in Sections 501(4) (with respect to any of Section 801 and any such
covenants provided pursuant to Section 301(19), 901(1), 901(3) or 901(6)),
501(5) and 501(8) shall be deemed not to be or result in an Event of Default, in
each case with respect to such Securities as provided in this Section on and
after the date the conditions set forth in Section 1304 are satisfied
(hereinafter called "Covenant Defeasance"). For this purpose, such Covenant
Defeasance means that, with respect to such 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 specified Section (to the extent so specified
in the case of Section 501(4)), whether directly or indirectly by reason of any
reference elsewhere herein to any such Section or by reason of any reference in
any such Section to any other provision herein or in any other document, but the
remainder of this Indenture and such Securities shall be unaffected thereby.
Notwithstanding anything herein to the contrary, no Covenant Defeasance shall
release any successor Person referred to in Article Eight from its obligations
to assume the obligations of the Company under Section 607 as a condition to the
consummation of any transaction contemplated by Section 801.

                                     -65-
<PAGE>

Section 134.  Conditions to Defeasance or Covenant Defeasance.

     The following shall be the conditions to the application of Section 1302 or
Section 1303 to any Securities or any series of Securities, as the case may be:

     (1)  The Company shall irrevocably have deposited or caused to be deposited
  with the Trustee (or another trustee which satisfies the requirements
  contemplated by Section 609 and agrees to comply with the provisions of this
  Article 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 benefits of the Holders of such Securities, (A) money in an
  amount or (B) Government Obligations 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, money in
  an amount or (C) a combination thereof, in each case sufficient, in the
  opinion of a nationally recognized firm of independent public accountants
  expressed in a written certification thereof delivered to the Trustee, to pay
  and discharge, and which shall be applied by the Trustee (or any such other
  qualifying trustee) to pay and discharge, the principal of and any premium and
  interest on such Securities on the respective Stated Maturities or Redemption
  Dates in accordance with the terms of this Indenture and such Securities.

     (2)  In the event of an election to have Section 1302 apply to any
  Securities or any series of Securities, as the case may be, the Company shall
  have delivered to the Trustee an Opinion of Counsel stating that (A) the
  Company has received from, or there has been published by, the Internal
  Revenue Service a ruling or (B) since the date of this instrument, there has
  been a change in the applicable Federal income tax law, in either case (A) or
  (B) to the effect that, and based thereon such opinion shall confirm that, the
  Holders of such Securities will not recognize gain or loss for Federal income
  tax purposes as a result of the deposit, Defeasance and discharge to be
  effected with respect to such Securities and will be subject to Federal income
  tax on the same amounts, in the same manner and at the same times as would be
  the case if such deposit, Defeasance and discharge were not to occur.

     (3)  In the event of an election to have Section 1303 apply to any
  Securities or any series of Securities, as the case may be, the Company shall
  have delivered to the Trustee an Opinion of Counsel to the effect that the
  Holders of such Securities will not recognize gain or loss for Federal income
  tax purposes as a result of the deposit and Covenant Defeasance to be effected
  with respect to such Securities and will be subject to Federal income tax on
  the same amounts, in the same manner and at the same times as would be the
  case if such deposit and Covenant Defeasance were not to occur.

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

                                     -66-
<PAGE>

     (5)  No event which is, or after notice or lapse of time or both would
  become, an Event of Default with respect to such Securities or any other
  Securities shall have occurred and be continuing at the time of such deposit
  or, with regard to any such event specified in Sections 501(6) and (7), at any
  time on or prior to the 90th day after the date of such deposit (it being
  understood that this condition shall not be deemed satisfied until after such
  90th day).

     (6)  Such Defeasance or Covenant Defeasance shall not cause the Trustee to
  have a conflicting interest within the meaning of the Trust Indenture Act
  (assuming all Securities are in default within the meaning of such Act).

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

     (8)  If the money and/or Government Obligations deposited in trust pursuant
  to this Section are sufficient to pay and discharge such Securities on a
  Redemption Date, then at or prior to the time of such deposit, either notice
  of such redemption shall have been given in accordance with Section 1104 or
  the Company shall have irrevocably instructed the Trustee to give such notice
  of redemption and arrangements satisfactory to the Trustee for the giving of
  such notice by the Trustee in the name, and at the expense, of the Company
  shall have been made.

     (9)  The Company shall have delivered to the Trustee an Officer's
  Certificate and an Opinion of Counsel, each stating that all conditions
  precedent with respect to such Defeasance or Covenant Defeasance have been
  complied with.


Section 135.  Deposited Money and Government Obligations to Be
  Held in Trust; Miscellaneous Provisions.

     Subject to the provisions of the last paragraph of Section 1003, all money
and Government Obligations (including the proceeds thereof) deposited with the
Trustee or other qualifying trustee (solely for purposes of this Section and
Section 1306, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 1304 in respect of any
Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either
directly or through any such Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Holders of such
Securities, of all sums due and to become due thereon in respect of principal
and any premium and interest, but money so held in trust need not be segregated
from other funds except to the extent required by law.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the Government Obligations deposited
pursuant to

                                     -67-
<PAGE>

Section 1304 or the principal and interest received in respect thereof other
than any such tax, fee or other charge which by law is for the account of the
Holders of Outstanding Securities.

     Anything in this Article 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 held by it as provided in Section 1304 with respect to
any Securities 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 required to be deposited to effect the Defeasance or Covenant Defeasance, as
the case may be, with respect to such Securities.


Section 136.  Reinstatement.

     If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 1302 or 1303 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 1305 with respect to such Securities
in accordance with this Article; provided, however, that if the Company makes
any payment of principal of or any premium or interest on any such Security
following such reinstatement of its obligations, the Company shall be subrogated
to the rights (if any) of the Holders of such Securities to receive such payment
from the money so held in trust.

Section 137.  Qualifying Trustee.

     Any trustee appointed pursuant to Section 1304 for the purpose of holding
trust funds deposited pursuant to that Section shall be appointed under an
agreement in form acceptable to the Trustee and shall provide to the Trustee a
certificate of such trustee, upon which certificate the Trustee shall be
entitled to conclusively rely, that all conditions precedent provided for herein
to the related Defeasance or Covenant Defeasance have been complied with. In no
event shall the Trustee be liable for any acts or omissions of said trustee.


                         _____________________________


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

                                     -68-

<PAGE>

     In Witness Whereof, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.


                                             EVEREST REINSURANCE HOLDINGS, INC.

                                             By /s/ Stephen L. Limauro
                                               --------------------------------

Attest:

/s/ Janet J. Burak
--------------------------


                                             THE CHASE MANHATTAN BANK

                                             By /s/ Timothy E. Burke
                                               --------------------------------

Attest:

/s/ Julie Salovitch-Miller
--------------------------


                                    -69-
<PAGE>

State of New Jersey   )
                      )  ss.:
County of Somerset    )


     On the 14th day of March, 2000, before me personally came Stephan L.
  Limauro ,to me known, who, being by me duly sworn, did depose and say that he
  is Senior Vice President and Chief Financial Officer of Everest Reinsurance
  Holdings, Inc., one of the corporations described in and which executed the
  foregoing instrument; that he knows the seal of said corporation; that the
  seal affixed to said instrument is such corporate seal; that it was so affixed
  by authority of the Board of Directors of said corporation; and that he signed
  his name thereto by like authority.



                                                  /s/ Dorothy A. Seely
                                                  --------------------
                                                      Notary Public

                                             DOROTHY A. SEELEY
                                             NOTARY PUBLIC, STATE OF NEW JERSEY
                                             MY COMMISSION EXPIRES AUG. 11, 2002

State of New Jersey    )
                       )  ss.:
County of Middlesex    )


     On the 10th day of Maech , 2000, before me personally came Timothy E.
Burke, to me known, who, being by me duly sworn, did depose and say that he is
Vice President of The Chase Manhattan Bank, one of the corporations described in
and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.



                                                  /s/ Marco Medina
                                                  ----------------
                                                     Marco Medina
                                                     NOTARY PUBLIC OF NEW JERSEY
                                                     COMMISSION EXPIRES 4/7/2003

                                     -70-