<PAGE>

===============================================================================






                      EVEREST REINSURANCE HOLDINGS, INC.

                                      To

                           THE CHASE MANHATTAN BANK
                                          Trustee

                              ___________________

                         SECOND SUPPLEMENTAL INDENTURE

                          Dated as of  March 14, 2000


                     8.75% Senior Notes due March 15, 2010
                              ___________________







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

                             TABLE OF CONTENTS/1/

                                                                            Page
                                                                            ----

                                   ARTICLE I

                     8.75% Senior Notes due March 15, 2010

<TABLE>
<S>                                                                         <C>
Section 101.    Establishment.............................................    1
Section 102.    Definitions...............................................    3
Section 103.    Payment of Principal and Interest.........................    3
Section 104.    Denominations.............................................    4
Section 105.    Global Securities.........................................    4
Section 106.    Redemption at the Option of the Company...................    5
Section 107.    Paying Agent..............................................    6

                                  ARTICLE II

                           Miscellaneous Provisions

Section 201.    Recitals by Company.......................................    7
Section 202.    Ratification and Incorporation of Original Indenture......    7
Section 203.    Executed in Counterparts..................................    7
</TABLE>

Exhibit A.      Form of 8.75% Senior Note due March 15, 2010

Exhibit B.      Certificate of Authentication

___________________

     /1/  This Table of Contents does not constitute part of the Indenture or
have any bearing upon the interpretation of any of its terms or provisions.


                                      -i-
<PAGE>

  THIS SECOND SUPPLEMENTAL INDENTURE is made as of the 14th day of March, 2000,
by and between EVEREST REINSURANCE HOLDINGS, INC., a Delaware corporation,
having its principal office at 477 Martinville Road, P.O. Box 830, Liberty
Corner, New Jersey 07938 (the "Company"), and THE CHASE MANHATTAN BANK, a New
York banking corporation, as Trustee (herein called the "Trustee").

                              W I T N E S S E T H:

  WHEREAS, the Company has heretofore entered into an Indenture, dated as of
March 14, 2000 (the "Original Indenture"), with The Chase Manhattan Bank, as
Trustee;

  WHEREAS, the Original Indenture is incorporated herein by this reference and
the Original Indenture, as amended and supplemented to the date hereof,
including by this Supplemental Indenture, is herein called the "Indenture";

  WHEREAS, under the Indenture, a new series of Securities may at any time be
established in accordance with the provisions of the Indenture and the terms of
such series may be described by a supplemental indenture executed by the Company
and the Trustee;

  WHEREAS, the Company proposes to create under the Indenture a new series of
Securities;

  WHEREAS, additional Securities of other series hereafter established, except
as may be limited in the Indenture as at the time supplemented and modified, may
be issued from time to time pursuant to the Indenture as at the time
supplemented and modified; and

  WHEREAS, all conditions necessary to authorize the execution and delivery of
this Supplemental Indenture and to make it a valid and binding obligation of the
Company have been done or performed.

  NOW, THEREFORE, in consideration of the agreements and obligations set forth
herein and for other good and valuable consideration, the sufficiency of which
is hereby acknowledged, the parties hereto hereby agree as follows:


                                   ARTICLE I

                     8.75% Senior Notes due March 15, 2010

  Section 101.  Establishment.

  There is hereby established a new series of Securities to be issued under the
Indenture, to be designated as the Company's 8.75% Senior Notes due March 15,
2010 (the "Notes").

  There are to be authenticated and delivered $200,000,000 principal amount of
Notes, and no further Notes shall be authenticated and delivered except as
provided by Section 304, 305,
<PAGE>

306, 906 or 1107 of the Original Indenture. The Notes shall be issued in fully
registered form without coupons.

  The Notes shall be in substantially the form set out in Exhibit A hereto, and
the form of the Trustee's Certificate of Authentication for the Notes shall be
in substantially the form set forth in Exhibit B hereto.

  Each Note shall be dated the date of authentication thereof and shall bear
interest from the date of original issuance thereof or from the most recent
Interest Payment Date to which interest has been paid or duly provided for.

  There shall be the following additions to the covenants set forth in the
Original Indenture with respect to the Notes, which shall be effective only so
long as any of the Notes are Outstanding:

  Limitations on Sales of Restricted Subsidiaries' Capital Stock. The Company
shall not sell, transfer or otherwise dispose of any shares of capital stock of
a Restricted Subsidiary (other than directors' qualifying shares or sales to
Restricted Subsidiaries), and it shall not permit any Restricted Subsidiary to
sell, transfer or otherwise dispose of any shares of capital stock of any other
Restricted Subsidiary (other than directors' qualifying shares or sales or other
transfers to the Company or to a Restricted Subsidiary), unless the entire
capital stock of such Restricted Subsidiary at the time owned by the Company and
its Restricted Subsidiaries shall be disposed of at the same time for a
consideration consisting of cash or other property, which, in the opinion of the
Board of Directors of the Company, is at least equal to the fair value thereof.

  Limitations on Liens on Restricted Subsidiaries' Capital Stock. The Company
shall not, and it shall not permit any Restricted Subsidiary at any time
directly or indirectly to, create, assume, incur or permit to exist any
indebtedness secured by a pledge, lien or other encumbrance on the capital stock
of any Restricted Subsidiary without making effective provision whereby the
Notes then Outstanding (and, if the Company so elects, any other indebtedness
ranking on a parity with the Notes) shall be equally and ratably secured with
such secured indebtedness so long as such other indebtedness shall be secured.

  For purposes of the Indenture, "Restricted Subsidiary" means a Subsidiary
which is a regulated insurance company principally engaged in one or more of the
life, annuity, property and casualty insurance businesses; provided, however,
that no such Subsidiary shall be a Restricted Subsidiary if (1) (a) the total
assets of such Subsidiary are less than 10% of the total assets of the Company
and its consolidated Subsidiaries (including such Subsidiary), in each case as
set forth on the most recent fiscal year-end balance sheets of such Subsidiary
and the Company and its consolidated Subsidiaries, respectively, and computed in
accordance with United States generally accepted accounting principles ("GAAP"),
and (b) the total revenues of such Subsidiary are less than 10% of the total
revenues of the Company and its consolidated Subsidiaries (including such
Subsidiary), in each case as set forth on the most recent fiscal year-end income
statements of such Subsidiary and the Company and its consolidated Subsidiaries,

                                      -2-
<PAGE>

respectively, and computed in accordance with GAAP or (2) in the judgment of the
Board of Directors, as evidenced by a Board Resolution, such Subsidiary is not
material to the financial condition of the Company and its consolidated
Subsidiaries taken as a whole.

  The preceding additional covenants are included in the Original Indenture
solely for the benefit of the Holders of the Notes, and for purposes of Sections
1009 and 1303 of the Original Indenture, shall be deemed covenants  provided by
Sections 301(19), 901(1) and 901(3) thereof for the benefit of such Holders

  Section 102.  Definitions.

  The following defined terms used herein shall, unless the context otherwise
requires, have the meanings specified below. Capitalized terms used herein for
which no definition is provided herein shall have the meanings set forth in the
Original Indenture.

  "Interest Payment Dates" means March 15 and September 15 of each year,
commencing September 15, 2000.

  "Original Issue Date" means March 14, 2000.

  "Regular Record Date" means, with respect to each Interest Payment Date, the
close of business on the respective March 1 and September 1 prior to such
Interest Payment Date.

  "Stated Maturity" means March 15, 2010.

  Section 103.  Payment of Principal and Interest.

  The principal of the Notes shall be due at Stated Maturity (unless earlier
redeemed). The unpaid principal amount of the Notes shall bear interest at the
rate of 8.75% per annum until paid or duly provided for, such interest to accrue
from March 14, 2000 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for. Interest shall be paid semi-
annually in arrears on each Interest Payment Date to the Person or Persons in
whose name the Notes are registered on the Regular Record Date for such Interest
Payment Date; provided, however, that interest payable at the Stated Maturity of
principal or on a Redemption Date as provided herein shall be paid to the Person
to whom principal is payable. Any such interest that is not so punctually paid
or duly provided for shall forthwith cease to be payable to the Holders on such
Regular Record Date and may either be paid to the Person or Persons in whose
name the Notes are registered at the close of business on a Special Record Date
for the payment of such defaulted interest to be fixed by the Trustee ("Special
Record Date"), notice whereof shall be given to Holders of the Notes not less
than ten (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, if any, on which the Notes may be listed, and upon such notice as may
be required by any such exchange, all as more fully provided in the Original
Indenture.

                                      -3-
<PAGE>

  Payments of interest on the Notes shall include interest accrued to but
excluding the respective Interest Payment Dates. Interest payments for the Notes
shall be computed and paid on the basis of a 360-day year of twelve 30-day
months. In the event that any date on which interest is payable on the Notes is
not a Business Day, then payment of the interest payable on such date shall be
made on the next succeeding day that is a Business Day (and without any interest
or payment in respect of any such delay) with the same force and effect as if
made on the date the payment was originally payable. "Business Day" means a day
other than (i) a Saturday or a Sunday, (ii) a day on which banking institutions
in New York, New York are authorized or obligated by law or executive order to
remain closed or (iii) a day on which the Corporate Trust Office is closed for
business.

  Payment of principal of, premium, if any, and interest on the Notes shall be
made 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. Payments of
principal of, premium, if any, and interest on Notes represented by a Global
Security shall be made by wire transfer of immediately available funds to the
Holder of such Global Security; provided, however, that in the case of payments
of principal and premium, if any, such Global Security is first surrendered to
the Paying Agent. If any of the Notes are no longer represented by a Global
Security, (i) payments of principal, premium, if any, and interest due at the
Stated Maturity or on a Redemption Date shall be made at the office of the
Paying Agent upon surrender of such  Notes to the Paying Agent and (ii) payments
of interest shall be made, at the option of the Company, subject to such
surrender where applicable, (A) by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register or (B) by
wire transfer at such place and to such account at a banking institution in the
United States as may be designated in writing to the Trustee at least sixteen
(16) days prior to the date for payment by the Person entitled thereto.

  Section 104.  Denominations.

  The Notes shall be issued in denominations of $1,000 or any integral multiple
thereof.

  Section 105.  Global Securities.

  The Notes shall initially be issued in the form of one or more Global
Securities registered in the name of the Depositary (which initially shall be
The Depository Trust Company) or its nominee. Except under the limited
circumstances described below, Notes represented by such Global Security or
Global Securities shall not be exchangeable for, and shall not otherwise be
issuable as, Notes in definitive form. The Global Securities described above may
not be transferred except by the Depositary to a nominee of the Depositary or by
a nominee of the Depositary to the Depositary or another nominee of the
Depositary or to a successor Depositary or its nominee.

  A Global Security shall be exchangeable for Notes registered in the names of
persons other than the Depositary or its nominee only if (i) the Depositary
notifies the Trustee and the Company that it is no longer willing or able to
properly discharge its responsibilities as a

                                      -4-
<PAGE>

Depositary for such Global Security and no qualified successor Depositary shall
have been appointed by the Company within 90 days of receipt by the Company of
such notification, or if at any time the Depositary ceases to be a clearing
agency registered under the Exchange Act at a time when the Depositary is
required to be so registered to act as such Depositary and no qualified
successor Depositary shall have been appointed by the Company within 90 days
after it becomes aware of such cessation, (ii) the Company executes and delivers
to the Trustee a Company Order stating that the Company elects to terminate the
book-entry system through the Depositary, or (iii) there shall have occurred and
be continuing an Event of Default with respect to the Global Security. Any
Global Security that is exchangeable pursuant to the preceding sentence shall be
exchangeable for Notes as provided in the Original Indenture.

  Section 106.  Redemption at the Option of the Company.

  The  Notes shall be redeemable, in whole or from time to time in part, at the
option of the Company on any date (a "Redemption Date"), at a Redemption Price
equal to the greater of (i) 100% of the principal amount of the Notes to be
redeemed and (ii) the sum of the present values of the remaining scheduled
payments of principal and interest thereon (exclusive of interest accrued to
such Redemption Date) discounted to such Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 25 basis points, plus, in either case, accrued and unpaid interest on
the principal amount being redeemed to such Redemption Date.

  "Treasury Rate" means, with respect to any Redemption Date for the Notes, the
rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date. The Treasury Rate shall be
calculated on the third Business Day preceding the Redemption Date.

  "Comparable Treasury Issue" means the United States Treasury security selected
by the Independent Investment Banker as having a maturity comparable to the
remaining term of the Notes to be redeemed that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the Notes.

  "Independent Investment Banker" means Goldman, Sachs & Co. and any successor
firm or, if such firm is unwilling or unable to select the Comparable Treasury
Issue, an independent investment banking institution of national standing
appointed by the Trustee after consultation with the Company.

  "Comparable Treasury Price" means with respect to any Redemption Date for the
Notes (i) the average of the Reference Treasury Dealer Quotations for such
Redemption Date, after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (ii) if the Trustee obtains fewer than three such
Reference Treasury Dealer Quotations, the average of all such quotations.

                                      -5-
<PAGE>

  "Reference Treasury Dealer" means each of Goldman, Sachs & Co. and any three
of the following as determined by the Company: Donaldson, Lufkin & Jenrette
Securities Corporation, First Union Securities, Inc., Morgan Stanley & Co.
Incorporated and ABN AMRO Incorporated; provided, however, that (i) if any of
the foregoing shall cease to be a primary treasury dealer, the Company will
substitute therefor another primary treasury dealer and (ii) if the Company
fails to select a substitute within a reasonable period of time, then any other
primary treasury dealer selected by the Trustee after consultation with the
Company.

  "Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any Redemption Date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such Redemption Date.

  Notwithstanding Section 1104 of the Original Indenture, the notice of
redemption with respect to the foregoing redemption need not set forth the
Redemption Price or an estimate thereof but only the manner of calculation
thereof.

  The Company shall notify the Trustee of the Redemption Price with respect to
the foregoing redemption promptly after the calculation thereof. The Trustee
shall not be responsible for calculating said Redemption Price.

  The third paragraph of Section 1104 of the Original Indenture shall be
applicable to the foregoing redemption.

  If less than all of the Notes are to be redeemed, the Trustee shall select the
Notes or portions of  Notes to be redeemed by such method as the Trustee shall
deem fair and appropriate. The Trustee may select for redemption Notes and
portions of Notes in amounts of whole multiples of $1,000.

  The Notes shall not have a sinking fund.

  Section 107.  Paying Agent.

  The Trustee shall initially serve as Paying Agent with respect to the Notes,
with the Place of Payment initially being the Corporate Trust Office.

                                      -6-
<PAGE>

                                  ARTICLE II

                           Miscellaneous Provisions

  Section 201.  Recitals by Company.

  The recitals in this Supplemental Indenture are made by the Company only and
not by the Trustee, and all of the provisions contained in the Original
Indenture in respect of the rights, privileges, immunities, powers and duties of
the Trustee shall be applicable in respect of the Notes and this Supplemental
Indenture as fully and with like effect as if set forth herein in full.

  Section 202.  Ratification and Incorporation of Original Indenture.

  As supplemented hereby, the Original Indenture is in all respects ratified and
confirmed, and the Original Indenture and this Supplemental Indenture shall be
read, taken and construed as one and the same instrument.

  Section 203.  Executed in Counterparts.

  This Supplemental Indenture may be executed in several counterparts, each of
which shall be deemed to be an original, and such counterparts shall together
constitute but one and the same instrument.

                                      -7-
<PAGE>

  IN WITNESS WHEREOF, each party hereto has caused this instrument to be signed
in its name and behalf by its duly authorized officers, 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,
                                             as Trustee

                                        By: /s/ Timothy E. Burke
                                            --------------------------------
                                            Timothy E. Burke
Attest: /s/ Julie Salovitch-Miller
        --------------------------


                                      -8-
<PAGE>

                                                                       Exhibit A

                                    Form of
                     8.75% Senior Note due March 15, 2010


                      EVEREST REINSURANCE HOLDINGS, INC.
                     8.75% Senior Note due March 15, 2010

     No.

     CUSIP No. 299808 AB 1                              Principal Amount: $

     Regular Record Date: close of business on the respective March 1 and
September 1 prior to the relevant Interest Payment Date.

     Original Issue Date: March 14, 2000

     Stated Maturity: March 15, 2010

     Interest Payment Dates: March 15 and September 15

     Interest Rate: 8.75% per annum

     Authorized Denomination: $1,000 or any integral multiple thereof

     EVEREST REINSURANCE HOLDINGS, INC., a Delaware corporation (the "Company,"
which term includes any successor corporation under the Indenture referred to on
the reverse hereof), for value received, hereby promises to pay to            ,
or registered assigns, the principal sum of      DOLLARS ($            )
on the Stated Maturity shown above and to pay interest thereon from the Original
Issue Date shown above, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually in arrears on each
Interest Payment Date as specified above, commencing on September 15, 2000, and
on the Stated Maturity and each Redemption Date at the rate per annum shown
above (the "Interest Rate") until the principal hereof is paid or made available
for payment and on any overdue principal and on any overdue installment of
interest. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date (other than an Interest Payment Date that is the
Stated Maturity or a Redemption Date) will, as provided in the Indenture, be
paid to the Person in whose name this 8.75% Senior Note due March 15, 2010 (this
"Security") is registered on the Regular Record Date as specified above next
preceding such Interest Payment Date; provided, however, that any interest
payable at Stated Maturity or on a Redemption Date will be paid to the Person to
whom principal is payable. Except as otherwise provided in the Indenture, 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 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

                                      A-1
<PAGE>

Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange, if any, on which
the Securities of this series shall be listed, and upon such notice as may be
required by any such exchange, all as more fully provided in the Indenture.

     Payments of interest on this Security will include interest accrued to but
excluding the respective Interest Payment Dates. Interest payments for this
Security shall be computed and paid on the basis of a 360-day year of twelve 30-
day months. In the event that any date on which interest is payable on this
Security is not a Business Day, then payment of the interest payable on such
date will be made on the next succeeding day that is a Business Day (and without
any interest or payment in respect of any such delay) with the same force and
effect as if made on the date the payment was originally payable. "Business Day"
means a day other than (i) a Saturday or a Sunday, (ii) a day on which banking
institutions in New York, New York are authorized or obligated by law or
executive order to remain closed or (iii) a day on which the Corporate Trust
Office is closed for business.

     Payment of principal of, premium, if any, and interest on the Securities of
this series shall be made 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. Payments of principal of, premium, if any, and interest on
Securities of this series represented by a Global Security shall be made by wire
transfer of immediately available funds to the Holder of such Global Security;
provided, however, that in the case of payments of principal and premium, if
any, such Global Security is first surrendered to the Paying Agent. If any of
the Securities of this series are no longer represented by a Global Security,
(i) payments of principal, premium, if any, and interest due at the Stated
Maturity or on a Redemption Date shall be made at the office of the Paying Agent
upon surrender of such Securities to the Paying Agent and (ii) payments of
interest shall be made, at the option of the Company, subject to such surrender
where applicable, (A) by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register or (B) by wire
transfer at such place and to such account at a banking institution in the
United States as may be designated in writing to the Trustee at least sixteen
(16) days prior to the date for payment by the Person entitled thereto.

     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 by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.

                                      A-2
<PAGE>

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:

                                        EVEREST REINSURANCE HOLDINGS, INC.



                                        By: ________________________________

  Attest: ____________________

                                      A-3
<PAGE>

                         CERTIFICATE OF AUTHENTICATION

     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:__________________________

                                      A-4
<PAGE>

                             (Reverse of Security)

     This Security is one of a duly authorized issue of Securities of the
Company (the "Securities"), issued and issuable in one or more series under an
Indenture, dated as of March 14, 2000, (the "Senior Indenture") as supplemented
by the Second Supplemental Indenture dated as of March 14, 2000 (the
"Supplemental Indenture" and together with the Senior Indenture, the
"Indenture"), between the Company and The Chase Manhattan Bank, as Trustee (the
"Trustee," which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitation of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities issued thereunder and of the terms upon which said Securities are,
and are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof as 8.75% Senior Notes due March 15, 2010 in the
aggregate principal amount of up to $200,000,000. Capitalized terms used herein
for which no definition is provided herein shall have the meanings set forth in
the Indenture.

     The Securities of this series will be redeemable, in whole or from time to
time in part, at the option of the Company on any date (a "Redemption Date"), at
a Redemption Price equal to the greater of (i) 100% of the principal amount of
the Securities of this series to be redeemed and (ii) the sum of the present
values of the remaining scheduled payments of principal and interest thereon
(exclusive of interest accrued to such Redemption Date) discounted to such
Redemption Date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate plus 25 basis points, plus, in either
case, accrued and unpaid interest on the principal amount being redeemed to such
Redemption Date.

     "Treasury Rate" means, with respect to any Redemption Date for the
Securities of this series, the rate per annum equal to the semiannual equivalent
yield to maturity of the Comparable Treasury Issue, calculated using a price for
the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such Redemption Date. The
Treasury Rate shall be calculated on the third Business Day preceding the
Redemption Date.

     "Comparable Treasury Issue" means the United States Treasury security
selected by the Independent Investment Banker as having a maturity comparable to
the remaining term of the Securities of this series to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Securities of this series.

     "Independent Investment Banker" means Goldman, Sachs & Co. and any
successor firm or, if such firm is unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of national
standing appointed by the Trustee after consultation with the Company.

     "Comparable Treasury Price" means with respect to any Redemption Date for
the Securities of this series (i) the average of the Reference Treasury Dealer
Quotations for such

                                      A-5
<PAGE>

Redemption Date, after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (ii) if the Trustee obtains fewer than three such
Reference Treasury Dealer Quotations, the average of all such quotations.

     "Reference Treasury Dealer" means each of Goldman, Sachs & Co. and any
three of the following as determined by the Company: Donaldson, Lufkin &
Jenrette Securities Corporation, First Union Securities, Inc., Morgan Stanley &
Co. Incorporated and ABN AMRO Incorporated; provided, however, that (i) if any
of the foregoing shall cease to be a primary treasury dealer, the Company will
substitute therefor another primary treasury dealer and (ii) if the Company
fails to select a substitute within a reasonable period of time, then any other
primary treasury dealer selected by the Trustee after consultation with the
Company.

     "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such Redemption Date.

     Notice of any redemption by the Company will be mailed at least 30 days but
not more than 60 days before any Redemption Date to each Holder of Securities of
this series to be redeemed. If less than all the Securities of this series are
to be redeemed at the option of the Company, the Trustee shall select, in such
manner as it shall deem fair and appropriate, the Securities of this series to
be redeemed in whole or in part. The Trustee may select for redemption
Securities of this series and portions of Securities of this series in amounts
of whole multiples of $1,000.

     In the event of redemption of this Security in part only, a new Security or
Securities of this series and of like tenor for the unredeemed portion  will be
issued in the name of the Holder hereof upon the cancellation hereof.

     If an Event of Default with respect to the 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, with the effect and subject to the
conditions provided in the Indenture.

     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 not less than a majority in principal amount of the
Securities of each series affected thereby at the time Outstanding. The
Indenture contains provisions permitting the Holders of not less than 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

                                      A-6
<PAGE>

exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Security.

     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 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 for such purpose, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar and duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series,
of authorized denominations and of like tenor and for the same aggregate
principal amount, will be issued to the designated transferee or transferees. 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.

     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 Outstanding Securities of this series shall have made 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
Outstanding Securities of this series 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.

     The Indenture contains provisions for defeasance at any time of the entire
indebtedness of the Securities of this series and for covenant defeasance at any
time of certain covenants in the Indenture upon compliance with certain
conditions set forth in the Indenture.

     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.

     The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and

                                      A-7
<PAGE>

subject to the limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series
of a different authorized denomination, as requested by the Holder surrendering
the same upon surrender of the Security or Securities to be exchanged at the
office or agency of the Company.

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

                                      A-8
<PAGE>

                                 ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:


TEN COM -- as tenants in common        UNIF GIFT MIN ACT--______ Custodian
                                       ________
                                                     (Cust)
                                       (Minor)
                                                  under   Uniform Gifts to
                                                  Minors Act


TEN ENT-- as tenants by the entireties            ______________________________
                                                            (State)

JT TEN -- as joint tenants with rights of
          survivorship and not as tenants
          in common

Additional abbreviations may also be used though not on the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto
__________________________ (please insert Social Security or other identifying
number of assignee)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF
ASSIGNEE

the within Security and all rights thereunder, hereby irrevocably constituting
and appointing ________________________________ agent to transfer said Security
on the books of the Company, with full power of substitution in the premises.


Dated: _________________      By:_____________________________________________

                              NOTICE: The signature to this assignment must
                              correspond with the name as written upon the face
                              of the within instrument in every particular
                              without alteration or enlargement, or any change
                              whatever.

                                      A-9
<PAGE>

                                                                       Exhibit B

                         CERTIFICATE OF AUTHENTICATION

     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

                                      B-1