Exhibit 4.16a
                                                                   EXECUTED COPY

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                        XL CAPITAL FINANCE (EUROPE) PLC,

                                    as Issuer


                                 XL CAPITAL LTD,

                                  as Guarantor


                                       to


                      STATE STREET BANK AND TRUST COMPANY,

                                   as Trustee


                                    INDENTURE

                          Dated as of January 10, 2002





                             Senior Debt Securities


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     Reconciliation and tie between Trust Indenture Act of 1939 and Indenture,
dated as of January 10, 2002,

Trust Indenture
  Act Section                                           Indenture Section
---------------                                         -----------------

ss.310(a)                                               609
         (b)..........................................  608, 610
         (c)..........................................  Not Applicable
ss.311(a)                                               613
         (b)..........................................  613
         (c)..........................................  Not Applicable
ss.312(a)                                               701, 702(a)
         (b)..........................................  702(b)
         (c)..........................................  702(c)
ss.313(a)                                               703(a)
         (b)..........................................  703(b)
         (c)..........................................  703(b)
         (d)..........................................  703(c)
ss.314(a)                                               704
         (b)..........................................  Not Applicable
         (c)..........................................  102
         (d)..........................................  Not Applicable
         (e)..........................................  102
         (f)..........................................  Not Applicable
ss.315(a)                                               601
         (b)..........................................  602, 703(b)
         (c)..........................................  601(b)
         (d)..........................................  601(c)
         (e)..........................................  514
ss.316(a)(1)..........................................  512, 513
         (b)..........................................  508
         (c)..........................................  104(d)
ss.317(a)(1)..........................................  503
         (a)(2).......................................  504
         (b)..........................................  1003
ss.318(a)                                               107

NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a
     part of the Indenture.


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                                TABLE OF CONTENTS


                                                                            Page


                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 101.   Definitions...................................................2
SECTION 102.   Compliance Certificates and Opinions..........................9
SECTION 103.   Form of Documents Delivered to Trustee........................9
SECTION 104.   Acts of Holders..............................................10
SECTION 105.   Notices, Etc., to Trustee, Guarantor and Company.............11
SECTION 106.   Notice to Holders; Waiver....................................12
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........................................13
SECTION 112.   Governing Law................................................13
SECTION 113.   Legal Holidays...............................................13
SECTION 114.   References to and Judgment Currency..........................13
SECTION 115.   No Security Interest Created.................................14
SECTION 116.   Limitation on Individual Liability...........................14
SECTION 117.   Submission to Jurisdiction...................................14
SECTION 118.   Execution of this Indenture..................................15

                                   ARTICLE TWO

                                 SECURITY FORMS

SECTION 201.   Forms Generally..............................................15
SECTION 202.   Form of Trustee's Certificate of Authentication..............16
SECTION 203.   Securities Issuable in the Form of a Global Security.........16
SECTION 204.   Form of Guarantee............................................19


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                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301.   Amount Unlimited; Issuable in Series.........................19
SECTION 302.   Denominations................................................22
SECTION 303.   Execution, Authentication, Delivery and Dating...............22
SECTION 304.   Temporary Securities.........................................24
SECTION 305.   Registration, Registration of Transfer and Exchange..........24
SECTION 306.   Mutilated, Destroyed, Lost and Stolen Securities.............26
SECTION 307.   Payment of Interest; Interest Rights Preserved...............26
SECTION 308.   Persons Deemed Owners........................................28
SECTION 309.   Cancellation.................................................28
SECTION 310.   Computation of Interest......................................28
SECTION 311.   CUSIP and ISIN Numbers.......................................28

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401.   Satisfaction and Discharge of Indenture......................29
SECTION 402.   Application of Trust Funds; Indemnification..................30
SECTION 403.   Defeasance and Discharge of Indenture........................31
SECTION 404.   Defeasance of Certain Obligations............................33
SECTION 405.   Reinstatement................................................34

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501.   Events of Default............................................35
SECTION 502.   Acceleration of Maturity: Rescission and Annulment...........36
SECTION 503.   Collection of Indebtedness and Suits for Enforcement by
                 Trustee....................................................38
SECTION 504.   Trustee May File Proofs of Claim.............................38
SECTION 505.   Trustee May Enforce Claims Without Possession of Securities..39
SECTION 506.   Application of Money Collected...............................39
SECTION 507.   Limitation on Suits..........................................40
SECTION 508.   Unconditional Right of Holders to Receive Principal,
                 Premium and Interest.......................................41
SECTION 509.   Restoration of Rights and Remedies...........................41
SECTION 510.   Rights and Remedies Cumulative...............................41

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SECTION 511.   Delay or Omission Not Waiver.................................41
SECTION 512.   Control by Holders...........................................42
SECTION 513.   Waiver of Past Defaults......................................42
SECTION 514.   Undertaking for Costs........................................42
SECTION 515.   Waiver of Stay or Extension Laws.............................43

                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601.   Certain Duties and Responsibilities..........................43
SECTION 602.   Notice of Defaults...........................................45
SECTION 603.   Certain Rights of Trustee....................................45
SECTION 604.   Not Responsible for Recitals or Issuance of Securities.......46
SECTION 605.   May Hold Securities..........................................46
SECTION 606.   Money Held in Trust..........................................47
SECTION 607.   Compensation and Reimbursement...............................47
SECTION 608.   Disqualification; Conflicting Interests......................47
SECTION 609.   Corporate Trustee Required; Eligibility......................48
SECTION 610.   Resignation and Removal; Appointment of Successor............48
SECTION 611.   Acceptance of Appointment by Successor.......................50
SECTION 612.   Merger, Conversion, Consolidation or Succession to Business..51
SECTION 613.   Preferential Collection of Claims Against Company............51

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.   Company to Furnish Trustee Names and Addresses of Holders....52
SECTION 702.   Preservation of Information; Communications to Holders.......52
SECTION 703.   Reports by Trustee...........................................54
SECTION 704.   Reports by Guarantor.........................................55

                                  ARTICLE EIGHT

                              SUCCESSOR CORPORATION

SECTION 801.   When Company or Guarantor May Merge or Transfer Assets.......55

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                                  ARTICLE NINE

                      AMENDMENTS & SUPPLEMENTAL INDENTURES

SECTION 901.   Amendments or Supplemental Indentures without Consent of
                 Holders....................................................57
SECTION 902.   Amendments or Supplemental Indentures with Consent of
                 Holders....................................................58
SECTION 903.   Execution of Supplemental Indentures.........................59
SECTION 904.   Effect of Supplemental Indentures............................60
SECTION 905.   Conformity with Trust Indenture Act..........................60
SECTION 906.   Reference in Securities to Supplemental Indentures...........60

                                   ARTICLE TEN

                                    COVENANTS

SECTION 1001.  Payment of Principal, Premium and Interest...................60
SECTION 1002.  Maintenance of Office or Agency..............................61
SECTION 1003.  Money for Securities; Payments to Be Held in Trust...........62
SECTION 1004.  Corporate Existence..........................................63
SECTION 1005.  Maintenance of Properties....................................64
SECTION 1006.  Statement by Officers as to Default..........................64
SECTION 1007.  Waiver of Certain Covenants..................................64
SECTION 1008.  Ownership and Business of the Company........................64
SECTION 1009.  Additional Amounts...........................................65

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101.  Applicability of Article.....................................67
SECTION 1102.  Election to Redeem; Notice to Trustee........................67
SECTION 1103.  Selection by Trustee of Securities to Be Redeemed............67
SECTION 1104.  Notice of Redemption.........................................68
SECTION 1105.  Deposit of Redemption Price..................................69
SECTION 1106.  Securities Payable on Redemption Date........................69
SECTION 1107.  Securities Redeemed in Part..................................70

                                      -iv-
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                                 ARTICLE TWELVE

                                  SINKING FUNDS

SECTION 1201.  Applicability of Article.....................................70
SECTION 1202.  Satisfaction of Sinking Fund Payments with Securities........70
SECTION 1203.  Redemption of Securities for Sinking Fund....................71

                                ARTICLE THIRTEEN

                             GUARANTEE OF SECURITIES

SECTION 1301.  Unconditional Guarantee......................................72
SECTION 1302.  Execution and Delivery of Guarantee..........................73
SECTION 1303.  Obligations of the Guarantor Unconditional...................73
SECTION 1304.  Waivers......................................................76
SECTION 1305.  Amendment, Etc...............................................77


                                      -v-
<PAGE>



     INDENTURE, dated as of January 10, 2002, among XL Capital Finance (Europe)
plc, a public limited company incorporated under the laws of England and Wales
(herein called the "Company" or the "Issuer"), having its principal office at 35
Basinghall Street, London EC2V 5DB, England, XL Capital Ltd, a Cayman Islands
exempted limited company (herein called the "Guarantor") and State Street Bank
and Trust Company, a Massachusetts trust company, as trustee hereunder (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.

     The Guarantor, directly or indirectly, owns beneficially 100% of the issued
share capital of the Company.

     The Guarantor has duly authorized the execution and delivery of this
Indenture to provide for the Guarantee of the Securities provided for herein.

     All things necessary to make this Indenture a valid agreement of the
Guarantor, 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 covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities or of series thereof, as
follows:



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                                      -2-


                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION


SECTION 101. 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 generally accepted accounting
     principles in the United States, and, except as otherwise herein expressly
     provided, the term "generally accepted accounting principles" with respect
     to any computation required or permitted hereunder shall mean such
     accounting principles as are generally accepted in the United States at the
     date of such computation;

          (4) 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; and

          (5) all references used herein to the male gender shall include the
     female gender.

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

     "Additional Amounts" means any amounts that are required under this
Indenture to be paid to the Holders by the Company or the Guarantor as described
in Section 1009.

     "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, di-


<PAGE>
                                      -3-


rectly 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.

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

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

     "Business Day" means, with respect to any Securities, any day other than a
Saturday, Sunday or other day in the City of New York, in the City of Boston,
Massachusetts or in any Place of Payment on which banking institutions are
authorized by law or regulation to close.

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

     "Certificated Securities" means Securities that are in registered
definitive form.

     "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, or, if at
any time after the execution 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 corporation shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor corporation.

     "Company Request" or "Company Order" means a written request or order
signed in the name of the Company or the Guarantor, as the case may be, by its
chairman of the board, a vice chairman, its president, a vice president, 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 the trust created by this Indenture shall be administered, which
office, at the time


<PAGE>
                                      -4-


of the execution of this Indenture, is located at Goodwin Square, 225 Asylum
Street, Hartford, CT 06103, Attn: Corporate Trust Administration (XL Capital
Finance (Europe) plc).

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

     "Depositary" means, unless otherwise specified by the Company pursuant to
either Section 203 or 301, with respect to Securities of any series issuable or
issued as a Global Security, The Depository Trust Company, New York, New York,
or any successor thereto registered under the Securities Exchange Act of 1934,
as amended, or other applicable statute or regulation.

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

     "Global Security" means a Security issued to evidence all or a part of any
series of Securities which is executed by the Company and authenticated and
delivered by the Trustee to the Depositary or pursuant to the Depositary's
instruction, all in accordance with this Indenture and pursuant to a Company
Order, which shall be registered in the name of the Depositary or its nominee.

     "Guarantee" means the guarantee by the Guarantor pursuant to Article
Thirteen applicable to any Security which is authenticated and delivered
pursuant to this Indenture, which guarantee is endorsed on such Security by the
Guarantor pursuant to Article Thirteen.

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

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

     "Holder Action" has the meaning specified in Section 702(d).

     "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more amendments or indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall 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 installment of interest on such Security.


<PAGE>
                                      -5-


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

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

     "Officers' Certificate" means a certificate signed by the chairman of the
board, the president, a vice president or a director, and by the treasurer, an
assistant treasurer, the secretary or an assistant secretary, of the Company or
the Guarantor, as the case may be, and delivered to the Trustee.

     "Opinion of Counsel" means written opinion of counsel, who may be counsel
for the Company or the Guarantor, as the case may be, and who shall be
acceptable to the Trustee.

     "Ordinary Shares" means the Class A and Class B ordinary shares (including
preference ordinary shares), $0.01 par value per share, of XL Capital Ltd
existing on the date of this Indenture or any other shares of Capital Stock of
XL Capital Ltd into which such ordinary shares shall be reclassified or changed.

     "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.

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

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

          (ii) Securities for whose payment or redemption money or evidences of
     indebtedness in the necessary amount has been theretofore deposited with
     the Trustee or any Paying Agent (other than the Company or the Guarantor)
     in trust or set aside and segregated in trust by the Company or the
     Guarantor (if the Company or the Guarantor shall act as Paying Agent) for
     the Holders of such Securities; provided 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;
     and


<PAGE>
                                      -6-


          (iii) 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;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or the Guarantor 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 or waiver, only Securities which the Trustee 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 that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or the Guarantor or of such other
obligor. In case of a dispute as to such right, any decision by the Trustee
shall be full protection to the Trustee. Upon request of the Trustee, the
Company shall furnish to the Trustee promptly an Officers' Certificate listing
and identifying all Securities, if any, known by the Company to be owned or held
by or for the account of any of the above-described persons; and, subject to
Section 601, the Trustee shall be entitled to accept such Officers' Certificate
as conclusive evidence of the facts therein set forth and of the fact that all
Securities not listed therein are Outstanding for the purposes of any such
determination.

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

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

     "Place of Payment," when used with respect to the Securities of any series,
means the place or places where the principal of (and premium, if any) 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


<PAGE>
                                      -7-


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.

     "Relevant Date" means, in respect of any payment, the date on which such
payment first becomes due and payable, but if the full amount of the moneys
payable has not been received by the Trustee on or prior to such due date, it
means the first date on which, the full amount of such moneys having been so
received and being available for payment to Holders, notice to that effect shall
have been duly given to the Holders of the Securities.

     "Responsible Officer," when used with respect to the Trustee, means any
officer of the Trustee assigned by the Trustee to administer its corporate trust
matters.

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

     "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
installment 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 installment of principal or interest is due and payable.

     "Subsidiary" means, with respect to any Person:

     (1)  any corporation or company a majority of whose Capital Stock with
          voting power, under ordinary circumstances, to elect directors is, at
          the date of determination, directly or indirectly, owned by such
          Person (a


<PAGE>
                                      -8-


          "subsidiary"), by one or more subsidiaries of such Person or by such
          Person and one or more subsidiaries of such Person;

     (2)  a partnership in which such Person or a subsidiary of such Person is,
          at the date of determination, a general partner of such partnership;
          or

     (3)  any partnership, limited liability company or other Person in which
          such Person, a subsidiary of such Person or such Person and one or
          more subsidiaries of such Person, directly or indirectly, at the date
          of determination, has (x) at least a majority ownership interest or
          (y) the power to elect or appoint or direct the election or
          appointment of the managing partner or member of such Person or, if
          applicable, a majority of the directors or other governing body of
          such Person.

     "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.

     "Trust Indenture Act" means the Trust Indenture Act of 1939 as amended and
in force at the date as of which this instrument was executed, except as
provided in Section 905.

     "UCC" means the Uniform Commercial Code as in effect on the date hereof in
the State of New York.

     "U.S. Government Obligations" means securities which are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the timely payment of which is unconditionally guaranteed as a full
faith and credit obligation by the United States of America, which, in the case
of clauses (i) or (ii), are not callable or redeemable at the option of the
issuer thereof, and shall also include a depository receipt issued by a bank or
trust company as custodian with respect to any such U.S. Government Obligation
or a specific payment of interest on or principal of or any other amount with
respect to any such U.S. Government Obligation held by such custodian for the
account of the holder of such depository receipt; provided that (except as
required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depository receipt from any amount received
by the custodian with respect to the U.S. Government Obligation or the specific
payment of interest


<PAGE>
                                      -9-


on or principal of or any other amount with respect to such U.S. Government
Obligation evidenced by such depository receipt.

SECTION 102. Compliance Certificates and Opinions.

     Upon any application or request by the Company or the Guarantor to the
Trustee to take any action under any provision of this Indenture, the Company or
the Guarantor, as the case may be, shall furnish to the Trustee an Officers'
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and, where
appropriate as to matters of law, an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent, if any, have been
complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished.

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

          (1) a statement that the Person 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 Person, such Person
     has made such examination or investigation as is necessary to enable him to
     express an informed opinion as to whether or not such condition or covenant
     has been complied with; and

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

SECTION 103. 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.


<PAGE>
                                      -10-


     Any certificate or opinion of an officer of the Company or the Guarantor
may be based, insofar as it relates to legal matters, upon a certificate or
opinion of, or representations by, counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to such matters is erroneous. Any certificate of
counsel 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 or the Guarantor, unless
such counsel knows, or in the exercise of reasonable care should know, 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.

SECTION 104. Acts of Holders.

     (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given 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 an 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 or the Guarantor. 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 or the Guarantor, if made in the manner provided in this section.

     (b) The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may be proved in accordance
with such reasonable rules and regulations as may be prescribed by the Trustee
or in any reasonable manner which the Trustee deems sufficient.

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

     (d) If the Company or the Guarantor shall solicit from the Holders any
request, demand, authorization, direction, notice, consent, waiver or other Act,
the Company or the Guarantor may, at its option, by or pursuant to a Board
Resolution, fix in advance a record date for the determination of Holders
entitled to give such request, demand, authorization, di-


<PAGE>
                                      -11-


rection, notice, consent, waiver or other Act, but the Company or the Guarantor
shall have no obligation to do so. Notwithstanding Trust Indenture Act Section
316(c), such record date shall be the record date specified in or pursuant to
such Board Resolution, which shall be a date not earlier than the date 30 days
prior to the first solicitation of Holders generally in connection therewith and
not later than the date such solicitation is completed. If such a record date is
fixed, such request, demand, authorization, direction, notice, consent, waiver
or other Act maybe given before or after such record date, but only the Holders
of record at the close of business on such record date shall be deemed to be
Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Securities shall be computed as of such record date;
provided, however, that no such authorization, agreement or consent by such
Holders on such record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than eleven
months after the record date.

     (e) 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 or
the Guarantor in reliance thereon, whether or not notation of such action is
made upon such Security.

SECTION 105. Notices, Etc., to Trustee, Guarantor 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 or the Guarantor 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: Corporate Trust Department, or

          (2) the Company or the Guarantor 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 (or, if to the
     Guarantor, to XL Capital Ltd, XL House, One Bermudiana Road, Hamilton HM11,
     Bermuda, Attn: Paul S. Giordano) or at any other address previously
     furnished in writing to the Trustee by the Company or the Guarantor for
     such purpose.


<PAGE>
                                      -12-


SECTION 106. 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, and not earlier than the earliest date, 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 case 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.

SECTION 107. Conflict with Trust Indenture Act.

     If any provision hereof limits, qualifies or conflicts with another
provision which is required or deemed to be included in this Indenture by any of
the provisions of the Trust Indenture Act, such required or deemed provision
shall control.

SECTION 108. 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 109. Successors and Assigns.

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

SECTION 110. Separability Clause.

     In case any provision in this Indenture, the Securities or the Guarantee
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.


<PAGE>
                                      -13-


SECTION 111. Benefits of Indenture.

     Nothing in this Indenture, the Securities or the Guarantee, 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, the Securities and the Guarantee shall be governed by and
construed in accordance with the laws of the State of New York.

SECTION 113. Legal Holidays.

     In any case where 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) payment of interest or principal (and premium, if any) need not be
made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity, provided that no interest shall accrue for the period from and after
such Interest Payment Date, Redemption Date or Stated Maturity, as the case may
be.

SECTION 114. References to and Judgment Currency.

     All references in this Indenture to "dollars" or "$" are to the currency of
the United States of America. Each of the Company and the Guarantor agrees, to
the fullest extent that it may effectively do so under applicable law, that (a)
if for the purpose of obtaining judgment in any court it is necessary to convert
the sum due in respect of the principal of, or premium or interest, if any, or
Additional Amounts on the Securities (the "Required Currency") into a currency
in which a judgment will be rendered (the "Judgment Currency"), the rate of
exchange used shall be the rate at which in accordance with normal banking
procedures the Trustee could purchase in The City of New York the requisite
amount of the Required Currency with the Judgment Currency on the New York
Banking Day preceding the day on which a final unappealable judgment is given
and (b) its obligations under this Indenture to make payments in the Required
Currency (i) shall not be discharged or satisfied by any tender, or any recovery
pursuant to any judgment (whether or not entered in accordance with clause (a)),
in any currency other than the Required Currency, except to the extent that such
tender or recovery shall result in the actual receipt, by the payee, of the full
amount of the Required Currency expressed to be payable in respect of such
payments, (ii) shall be enforceable as an alternative or additional cause of
action for the purpose of recovering in the Required Currency the amount, if
any, by which such actual receipt shall fall short of the full amount of


<PAGE>
                                      -14-


the Required Currency so expressed to be payable and (iii) shall not be affected
by judgment being obtained for any other sum due under this Indenture. For
purposes of the foregoing, "New York Banking Day" means any day except a
Saturday, Sunday or a legal holiday in The City of New York or a day on which
banking institutions in The City of New York are authorized or obligated by law,
regulation or executive order to be closed.

SECTION 115. No Security Interest Created.

     Nothing in this Indenture or in the Securities, express or implied, shall
be construed to constitute a security interest under the UCC or similar
legislation, as now or hereafter enacted and in effect in any jurisdiction where
property of the Company, the Guarantor or its Subsidiaries is or may be located.

SECTION 116. Limitation on Individual Liability.

     No recourse under or upon any obligation, covenant or agreement contained
in this Indenture or in any Security, or for any claim based thereon or
otherwise in respect thereof, shall be had against any incorporator,
shareholder, officer or director, as such, past, present or future, of the
Company or the Guarantor, either directly or through the Company or the
Guarantor, 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 this Indenture and the obligations issued hereunder are solely
corporate obligations, and that no such personal liability whatever shall attach
to, or is or shall be incurred by, the incorporators, shareholders, officers or
directors, as such, of the Company or the Guarantor, or any of them, because of
the creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any
Security or implied therefrom; and that any and all such personal liability of
every name and nature, either at common law or in equity or by constitution or
statute, of, and any and all such rights and claims against, every such
incorporator, shareholder, officer or director, as such, because of the creation
of the indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any Security or
implied therefrom, are hereby expressly waived and released as a condition of,
and as a consideration for, the execution of this Indenture and the issuance of
such Security.

SECTION 117. Submission to Jurisdiction.

     The Company, the Guarantor and the Trustee agree that any legal suit,
action or proceeding arising out of or relating to this Indenture, and each of
the Company and the Guarantor agrees that any legal suit, action or proceeding
arising out of or relating to the Securities or the Guarantee, may be instituted
in any federal or state court in the Borough of Manhattan, The City of New York,
waives any objection which it may now or hereafter have


<PAGE>
                                      -15-


to the laying of the venue of any such legal suit, action or proceeding, waives
any immunity from jurisdiction or to service of process in respect of any such
suit, action or proceeding, and irrevocably submits to the jurisdiction of any
such court in any such suit, action or proceeding. Each of the Company, the
Trustee and the Guarantor further submits to the jurisdiction of the courts of
its own corporate domicile in any legal suit, action or proceeding arising out
of or relating to this Indenture, the Securities or the Guarantee. Each of the
Company and the Guarantor hereby designates and appoints CT Corporation System,
111 Eighth Avenue, New York, New York 10011 as its authorized agent upon which
process may be served in any legal suit, action or proceeding arising out of or
relating to this Indenture, the Securities or the Guarantee which may be
instituted in any federal or state court in the Borough of Manhattan, The City
of New York, New York, and agrees that service of process upon such agent, and
written notice of said service to the Company or the Guarantor by the Person
serving the same, shall be deemed in every respect effective service of process
upon the Company (if such notice is given to the Company) or upon the Guarantor
(if such notice is given to the Guarantor) in any such suit, action or
proceeding and further designates its domicile, the domicile of CT Corporation
System specified above and any domicile CT Corporation System may have in the
future as its domicile to receive any notice hereunder (including service of
process). If for any reason CT Corporation System (or any successor agent for
this purpose) shall cease to act as agent for service of process as provided
above, each of the Company and the Guarantor will promptly appoint a successor
agent for this purpose reasonably acceptable to the Trustee. Each of the Company
and the Guarantor agrees to take any and all actions as may be necessary to
maintain such designation and appointment of such agent in full force and
effect.

SECTION 118. Execution of this Indenture.

     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. Signatures may be
manual or facsimile.


                                   ARTICLE TWO

                                 SECURITY FORMS


SECTION 201. Forms Generally.

     The Securities of each series shall be in substantially the forms
established in one or more indentures supplemental hereto or approved from time
to time by or pursuant to a Board Resolution in accordance with Section 301, in
each case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Inden-


<PAGE>
                                      -16-


ture and any indenture supplemental hereto, 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
securities regulatory authority or as may, consistently herewith, be determined
by the officers executing such Securities, as evidenced by their execution of
the Securities. 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 each of
the Company and the Guarantor 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.

     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 202. Form of Trustee's Certificate of Authentication.

     The Trustee's certificate of authentication required by this article shall
be in substantially the form set forth below.

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

                                   STATE STREET BANK AND TRUST COMPANY,
                                   as Trustee



                                    By   ___________________________________"
                                                Authorized Signatory

SECTION 203. Securities Issuable in the Form of a Global Security.

     (a) If the Issuer shall establish pursuant to Sections 201 and 301 that the
Securities of a particular series are to be issued in whole or in part in the
form of one or more Global Securities, then the Issuer shall execute (along with
an executed Guarantee endorsed thereon) and the Trustee shall, in accordance
with Section 303 and the Company Order delivered to the Trustee thereunder,
authenticate and deliver, such Global Security or Securities (including the
Guarantees thereon), which (i) shall represent, and shall be denominated in an
amount equal to the aggregate principal amount of, the Outstanding Securities of
such series to be represented by such Global Security or Securities, (ii) shall
be registered in the name of the Depositary for such Global Security or
Securities or its nominee, (iii) shall be delivered by the Trustee to the
Depositary or its custodian or pursuant to the Depositary's instruction and


<PAGE>
                                      -17-


(iv) shall bear a legend substantially to the following effect: "UNLESS AND
UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES
REPRESENTED HEREBY, THIS GLOBAL SECURITY (AND THE RELATED GUARANTEE) MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE (I) BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR (II) BY A NOMINEE OF THE DEPOSITARY OR THE DEPOSITARY TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER AND THE GUARANTOR OR
THEIR AGENTS FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

     (b) Notwithstanding any other provision of this section or of Section 305,
unless the terms of a Global Security expressly permit such Global Security to
be exchanged in whole or in part for individual Securities, a Global Security
may be transferred, in whole but not in part and in the manner provided in
Section 305, only to another nominee of the Depositary for such Global Security,
or to a successor Depositary for such Global Security selected or approved by
the Issuer or to a nominee of such successor Depositary.

     (c) (i) If at any time the Depositary for a Global Security notifies the
Issuer that it is unwilling or unable to continue as Depositary for such Global
Security or if at any time the Depositary for the Securities for such series
shall no longer be eligible or in good standing under the Securities Exchange
Act of 1934, as amended, or other applicable statute or regulation, the Issuer
shall appoint a successor Depositary with respect to such Global Security. If a
successor Depositary for such Global Security is not appointed by the Issuer
within 90 days after the Issuer receives such notice or becomes aware of such
ineligibility, the Issuer will execute a Company Order for the authentication
and delivery of individual Securities of such series in exchange for such Global
Security, and the Trustee, upon receipt of such Company Order, will authenticate
and deliver individual Securities of such series of like tenor and terms in
definitive form in an aggregate principal amount equal to the principal amount
of the Global Security in exchange for such Global Security and the Guarantor
shall execute Guarantees thereon.

     (ii) If an Event of Default shall have occurred and be continuing or an
event shall have occurred which with the giving of notice or lapse of time or
both, would constitute an Event of Default with respect to the Securities
represented by such Global Security,


<PAGE>
                                      -18-


the Issuer will execute a Company Order for the authentication and delivery of
individual Securities of such series in exchange for such Global Security, and
the Trustee, upon receipt of such Company Order, will authenticate and deliver
individual Securities of such series of like tenor and terms in definitive form
in an aggregate principal amount equal to the principal amount of the Global
Security in exchange for such Global Security and the Guarantor shall execute
Guarantees thereon.

     (iii) The Issuer may at any time and in its sole discretion determine that
the Securities of any series issued or issuable in the form of one or more
Global Securities shall no longer be represented by such Global Security or
Securities. In such event the Issuer will execute, and the Trustee, upon receipt
of a Company Order for the authentication and delivery of individual Securities
of such series in exchange in whole or in part for such Global Security, will
authenticate and deliver individual Securities of such series of like tenor and
terms in definitive form in an aggregate principal amount equal to the principal
amount of such Global Security or Securities representing such series to be so
exchanged for such Global Security or Securities and the Guarantor shall execute
Guarantees thereon.

     (iv) If specified by the Issuer pursuant to Section 301 with respect to
Securities issued or issuable in the form of a Global Security, the Depositary
for such Global Security may surrender such Global Security in exchange in whole
or in part for individual Securities of such series of like tenor and terms in
definitive form on such terms as are acceptable to the Issuer and such
Depositary. Thereupon the Issuer shall execute, the Guarantor shall execute
Guarantees on and the Trustee shall authenticate and deliver, without service
charge, (1) to each Person specified by such Depositary a new Security or
Securities of the same series of like tenor and terms and of any authorized
denomination of $1,000 and any integral multiple thereof as requested by such
Person in aggregate principal amount equal to and in exchange for such Person's
beneficial interest in the Global Security; and (2) to such Depositary a new
Global Security of like tenor and terms and in a denomination equal to the
difference, if any, between the principal amount of the surrendered Global
Security and the aggregate principal amount of Securities delivered to Holders
thereof.

     (v) In any exchange provided for in any of the preceding four paragraphs,
the Issuer will execute, the Guarantor shall execute Guarantees on and the
Trustee will authenticate and deliver individual Securities in definitive
registered form in authorized denominations of $1,000 and any integral multiple
thereof. Upon the exchange of a Global Security for individual Securities, such
Global Security shall be cancelled by the Trustee. Securities issued in exchange
for a Global Security pursuant to this section shall be registered in such names
and in such authorized denominations as the Depositary for such Global Security,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee. The Trustee shall deliver such Securities to the
persons in whose names such Securities are so registered.


<PAGE>
                                      -19-


SECTION 204. Form of Guarantee.

     The form of Guarantee shall be set forth on the Securities as follows:

          For value received, XL Capital Ltd hereby unconditionally and
     irrevocably guarantees on an unsecured, unsubordinated basis to the holder
     of this Security the payment of principal of, premium, if any, on, interest
     on, and Additional Amounts, if any, in respect of the Security upon which
     this Guarantee is endorsed in the amounts and at the times when due and
     payable whether by declaration thereof, or otherwise, and interest on the
     overdue principal, premium, if any, Additional Amounts, if any, and
     interest of such Security, if lawful, and the payment or performance of all
     other obligations of the Company under the Indenture or the Securities, to
     the holder of such Security and the Trustee, all in accordance with and
     subject to the terms and limitations of such Security and Article Thirteen
     of the Indenture. This Guarantee will not become effective until the
     Trustee duly executes the certificate of authentication on this Security.
     This Guarantee shall be governed by and construed in accordance with the
     laws of the State of New York.

Dated:

                                      XL CAPITAL LTD


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


                                  ARTICLE THREE

                                 THE SECURITIES


SECTION 301. 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 of each of the Company and the
Guarantor and set forth in a certificate signed by the chairman of the board,
the president, a vice president, a director,


<PAGE>
                                      -20-


the treasurer, an assistant treasurer, the secretary or assistant secretary of
each of the Company and the Guarantor, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series,

          (1) 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 Sections 203, 304, 305, 306, 906 or 1107);

          (2) the issue price, expressed as a percentage of the aggregate
     principal amount;

          (3) the date or dates on which the principal of the Securities of the
     series is payable;

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

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

          (6) the period of periods within which, the price or prices or ratios
     at which and the terms and conditions upon which Securities of the series
     may be redeemed, converted or exchanged, in whole or in part;

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

          (8) if other than the full principal amount, the portion of the
     principal amount of Debt Securities of the series which will be payable
     upon declaration of acceleration or provable in bankruptcy;

          (9) any events of default not set forth in this Indenture;

          (10) the currency or currencies, including composite currencies, in
     which payment of the principal of (and premium, if any) and interest, if
     any, on such Securi-


<PAGE>
                                      -21-


     ties shall be payable (if other than the currency of the United States of
     America), which unless otherwise specified shall be the currency of the
     United States of America as at the time of payment is legal tender for
     payment of public or private debts;

          (11) if the principal of (and premium, if any), or interest, if any,
     on such Securities are to be payable, at the election of the Company or any
     Holder thereof, in a coin or currency other than that in which such
     Securities are stated to be payable, then the period or periods within
     which, and the terms and conditions upon which, such election may be made;

          (12) whether interest will be payable in cash or additional Securities
     at the Company's or the Holders' option and the terms and conditions upon
     which the election may be made;

          (13) if such Securities are to be denominated in a currency or
     currencies, including composite currencies, other than the currency of the
     United States of America, the equivalent price in the currency of the
     United States of America for purposes of determining the voting rights of
     Holders of such Securities as Outstanding Securities under this Indenture;

          (14) if the amount of payments of principal of (and premium, if any),
     or portions thereof, or interest, if any, on such Securities may be
     determined with reference to an index, formula or other method based on a
     coin or currency other than that in which such Securities are stated to be
     payable, the manner in which such amounts shall be determined;

          (15) any restrictive covenants or other material terms relating to the
     offered debt securities, which covenants and terms shall not be
     inconsistent with the provisions of this Indenture;

          (16) whether the Securities of the series shall be issued in whole or
     in part in the form of a Global Security or Securities; the terms and
     conditions, if any, upon which such Global Security or Securities may be
     exchanged in whole or in part for other individual Securities; and the
     Depositary for such Global Security or Securities;

          (17) any listing of such Securities on any securities exchange;

          (18) additional or alternative provisions, if any, related to
     defeasance and discharge of the offered debt securities;

          (19) the applicability of the Guarantee or any other guarantees;


<PAGE>
                                      -22-


          (20) if convertible into Ordinary Shares, the terms on which such
     Securities are convertible, including the initial conversion price, the
     conversion period, any events requiring an adjustment of the applicable
     conversion price and any requirements relating to the reservation of such
     Ordinary Shares for purposes of conversion;

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

          (22) each initial Place of Payment; and

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

     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 such
Board Resolution and set forth in such officer's certificate, as described
above, or in any such indenture supplemental hereto.

     If any of the terms of the Securities of any series are established by
action taken pursuant to a Board Resolution as set forth above, a copy of an
appropriate record of such action shall be certified by the secretary or an
assistant secretary of the Company and of the Guarantor and delivered to the
Trustee at or prior to the delivery of the officer's certificate setting forth
the terms of the Securities of any series (any one person may sign both such
copy in his capacity as secretary or assistant secretary and such officer's
certificate in his capacity as an officer).

SECTION 302. Denominations.

     The Securities of each series shall be issuable in registered form without
coupons in such denominations as shall be specified as contemplated by Section
301. In the absence of any such provisions 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 303. Execution, Authentication, Delivery and Dating.

     The Securities shall be executed on behalf of the Company by two persons
who shall be either officers or directors of the Company duly authorized by the
Company (by all requisite corporate actions). The signatures of such authorized
persons 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


<PAGE>
                                      -23-


such 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 in or
pursuant to one or more Board Resolutions as permitted by Sections 201 and 301,
or by one or more indentures supplemental hereto as provided by Section 901, 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 from the Company stating,

          (a) that such form has been established in conformity with the
     provisions of this Indenture;

          (b) that such terms have been established in conformity with the
     provisions of this Indenture;

          (c) that this Indenture and 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 conveyance, reorganization and other laws of general
     applicability relating to or affecting the enforcement of creditors' rights
     and to general equity principles;

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

          (e) such other matters as the Trustee may reasonably request.

If such form 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.

     Each Security shall be dated the date of its authentication unless
otherwise provided by the terms established and contemplated by Section 301.


<PAGE>
                                      -24-


     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, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder and is entitled to the
benefits of this Indenture.

SECTION 304. 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 a like principal amount of
definitive Securities of the same series of authorized denominations and the
Guarantor shall execute Guarantees thereon. 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.

SECTION 305. Registration, Registration of Transfer and Exchange.

     The Company shall cause to be kept at one of its offices or agencies
maintained pursuant to Section 1002 or at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the "Security Register") in which, subject to
Section 203 and to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Securities and of transfers of Securities.
The Trustee initially is hereby appointed "Security Registrar" for the purpose
of registering Securities and transfers of Securities as herein provided. The
Company may act as Security Registrar and may change or appoint a Security
Registrar without prior notice to Holders or to the Trustee.


<PAGE>
                                      -25-


     Subject to Section 203, upon surrender for registration of transfer of any
Security of any series at the office or agency in a Place of Payment for that
series, the Company shall execute, the Guarantor shall execute Guarantees on,
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 a like aggregate principal amount and tenor. In
the case of a transfer of part of any Security, the Company shall execute, the
Guarantor shall execute Guarantees on, and the Trustee shall authenticate and
deliver, one or more new Securities of the same series in the name of the
designated transferee or transferees, in respect of the part transferred, and
one or more new Securities of the same series, in respect of the balance of the
old Security not transferred, in the name of the transferor.

     Subject to Section 203, 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 a like aggregate principal amount and tenor,
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, the Guarantor shall execute Guarantees on and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.

     Subject to Section 203, all Securities issued upon any registration or
transfer or exchange of Securities and the Guarantees thereon shall be valid
obligations of the Company and the Guarantor, respectively, 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 203, 304, 906 or 1107 not involving any transfer.

     The Company shall not be required (i) to issue, register the transfer of or
exchange Securities of any series during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of
Securities of that series selected for redemption (under Section 1103) and
ending at the close of business on the day of such mail-


<PAGE>
                                      -26-


ing, or (ii) 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.

SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.

     If there shall be delivered to the Company, the Guarantor and the Trustee
(i)(A) any mutilated Security or (B) 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 hold 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 and the
Guarantor, if applicable, shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen Security
or in exchange for such mutilated 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 or in exchange for such mutilated
Security, shall constitute an original additional contractual obligation of the
Company, whether or not the mutilated, 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 and the Guarantee 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 307. Payment of Interest; Interest Rights Preserved.

     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.


<PAGE>
                                      -27-


     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 or the Guarantor, at its
election in each case, as provided in clause (1) or (2) below:

          (1) The Company or the Guarantor 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 or the Guarantor 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 or
     the Guarantor 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 and the Guarantor of such Special Record Date
     and, in the name and at the expense of the Company or the Guarantor, shall
     cause notice of the proposed payment of such Defaulted Interest and the
     Special Record Date therefor to be mailed, first-class postage prepaid, to
     each Holder of Securities of such series at his address as it appears in
     the Security Register, 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 or the Guarantor 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 or the Guarantor to the
     Trustee of the proposed payment pursuant to this clause, such manner of
     payment shall be deemed practicable by the Trustee.


<PAGE>
                                      -28-


     Subject to the foregoing provisions of this section, each Security lawfully
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 308. Persons Deemed Owners.

     Subject to Section 203, the Company, the Guarantor, the Trustee and any
agent of the Company, the Guarantor 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 premium, if any) and (subject to
Section 307) interest on such Security and for all other purposes whatsoever,
whether or not such Security be overdue, and none of the Company, the Guarantor,
the Trustee or any agent of the Company, the Guarantor or the Trustee shall be
affected by notice to the contrary.

SECTION 309. 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 or the Guarantor may at any
time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company or the Guarantor may
have acquired in any manner whatsoever, 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. The Trustee shall destroy
cancelled Securities and deliver a certificate of such destruction to the
Company or the Guarantor.

SECTION 310. Computation of Interest.

     Except as otherwise specified as contemplated by Section 301 for the
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a year of 12 30-day months.

SECTION 311. CUSIP and ISIN Numbers.

     The Company in issuing the Securities may use "CUSIP" and "ISIN" numbers
(if then generally in use), and the Trustee shall use CUSIP or ISIN numbers, as
the case may be, in notices of redemption or exchange as a convenience to
Holders and no representation shall be made as to the correctness of such
numbers either as printed on the Securities or as contained in any notice of
redemption or exchange.



<PAGE>
                                      -29-


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE


SECTION 401. Satisfaction and Discharge of Indenture.

     This Indenture shall upon Company Request from the Company and the
Guarantor cease to be of further effect with respect to any series of Securities
(except as to (i) any surviving rights of registration of transfer or exchange
of Securities herein expressly provided for, (ii) rights hereunder of Holders to
receive payments of principal of, and premium, if any, and interest on,
Securities, and other rights, duties and obligations of the Holders as
beneficiaries hereof with respect to the amounts, if any, so deposited with the
Trustee, (iii) remaining obligations of the Company to make mandatory sinking
fund payments and (iv) the rights, obligations and immunities of the Trustee
hereunder), and the Trustee, at the expense of the Company or the Guarantor,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture with respect to any series of Securities, when

     (1) either

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

               (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 or the Guarantor,


<PAGE>
                                      -30-


               and the Company or the Guarantor, 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 (i) money in U.S.
               dollars in an amount (or if the Securities are denominated in any
               currency other than U.S. dollars, an amount of the applicable
               currency), or (ii) U.S. Government Obligations which through the
               payment of interest and principal in respect thereof in
               accordance with their terms will provide not later than one day
               before the due date of any payment referred to in clause (A) of
               this subparagraph money in an amount, or (iii) a combination
               thereof, sufficient, in the opinion of a nationally recognized
               firm of independent public accountants expressed in a written
               certification thereof delivered to the Trustee, (A) to pay and
               discharge the entire indebtedness on such Securities not
               theretofore delivered to the Trustee for cancellation, for
               principal (and premium, if any) 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) if all series of Securities are being discharged, the Company or the
Guarantor has paid or caused to be paid all other sums payable hereunder by the
Company or the Guarantor; and

     (3) the Company and the Guarantor have 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 and the Guarantor to the Trustee under Section 607,
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 next to last paragraph of Section 1003, shall survive.

SECTION 402. Application of Trust Funds; Indemnification.

     (a) Subject to the provisions of the next to last paragraph of Section
1003, all money and U.S. Government Obligations deposited with the Trustee
pursuant to Section 401, all money and U.S. Government Obligations deposited
with the Trustee pursuant to Section 403 or 404 and all money received by the
Trustee in respect of U.S. Government Obligations deposited with the Trustee
pursuant to Section 401, 403 or 404 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 or
the Guarantor acting as Paying Agent) as the Trustee may determine, to the
Persons entitled thereto, of the


<PAGE>
                                      -31-


principal (and premium, if any) and interest for whose payment such money has
been deposited with or received by the Trustee or to make mandatory sinking fund
payments or analogous payments as contemplated by Section 401, 403 or 404, but
such money need not be segregated from other funds except to the extent required
by law.

     (b) The Company or the Guarantor shall pay and shall indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against U.S.
Government Obligations deposited pursuant to Section 401, 403 or 404, or the
interest and principal received in respect of such obligations other than any
payable by or on behalf of Holders.

     (c) The Trustee shall deliver or pay to the Company or the Guarantor from
time to time upon Company Request from the Company or the Guarantor, as the case
may be, any U.S. Government Obligations or money held by it as provided in
Section 403 or 404 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are then in excess of the amount thereof which then
would have been required to be deposited for the purpose for which such
obligations or money were deposited or received.

SECTION 403. Defeasance and Discharge of Indenture.

     The Company and the Guarantor shall be deemed to have paid and discharged
the entire indebtedness on all the Outstanding Securities on the 91st day after
the date of the deposit referred to in subparagraph (1) of this section, and the
provisions of this Indenture, as it relates to such Outstanding Securities,
shall no longer be in effect (and the Trustee, at the expense of the Company or
the Guarantor, shall at Company Request of the Company or the Guarantor, execute
proper instruments acknowledging the same), except as to:

          (a) the rights of Holders of Securities to receive, from the trust
     funds described in subparagraph (1) hereof, (i) payment of the principal of
     (and premium, if any) and each installment of principal of (and premium, if
     any) or interest on the Outstanding Securities on the Stated Maturity of
     such principal or installment of principal or interest and (ii) the benefit
     of any mandatory sinking fund payments applicable to the Securities on the
     day on which such payments are due and payable in accordance with the terms
     of this Indenture and the Securities;

          (b) the Company's and the Guarantor's obligations with respect to such
     Securities under Sections 304, 305, 306, 1002, 1003 and 1009; and

          (c) the obligations of the Company and the Guarantor to the Trustee
     under Section 607,

provided that, the following conditions shall have been satisfied:


<PAGE>
                                      -32-


          (1) the Company or the Guarantor has or caused to be irrevocably
     deposited (except as provided in Section 402) with the Trustee as trust
     funds in trust, specifically pledged as security for, and dedicated solely
     to, the benefit of the Holders of the Securities, (i) money in U.S. dollars
     in an amount (or if the Securities are denominated in any currency other
     than U.S. dollars, an amount of the applicable currency), or (ii) U.S.
     Government Obligations which through the payment of interest and principal
     in respect thereof in accordance with their terms will provide not later
     than one day before the due date of any payment referred to in clause (A)
     or (B) of this subparagraph money in an amount, or (iii) a combination
     thereof, sufficient, in the opinion of a nationally recognized firm of
     independent certified public accountants expressed in a written
     certification thereof delivered to the Trustee, to pay and discharge (A)
     the principal of (and premium, if any) and each installment of principal of
     (and premium, if any) and interest on the Outstanding Securities on the
     Stated Maturity of such principal or installment of principal or interest
     or on the applicable Redemption Date and (B) any mandatory sinking fund
     payments applicable to the Securities on the day on which such payments are
     due and payable in accordance with the terms of this Indenture and of the
     Securities;

          (2) such deposit shall not cause the Trustee with respect to the
     Securities to have a conflicting interest for purposes of the Trust
     Indenture Act with respect to the Securities;

          (3) such deposit will not result in a breach or violation of, or
     constitute a default under, any applicable laws, this Indenture or any
     other agreement or instrument to which the Company or the Guarantor is a
     party or by which it is bound;

          (4) no Event of Default or event which with notice or lapse of time or
     both would become an Event of Default with respect to the Securities shall
     have occurred and be continuing on the date of such deposit after giving
     effect to such deposit or during the period ending on the 91st day after
     such date and no bankruptcy proceeding with respect to the Company or the
     Guarantor will have occurred and be continuing at any time during the
     period ending on the 91st day after such date;

          (5) the Company and the Guarantor shall have delivered to the Trustee
     an Opinion of Counsel with no material qualifications to the effect that
     Holders of the Securities will not recognize income, gain or loss for
     United States federal income tax purposes as a result of such deposit,
     defeasance and discharge and will be subject to United States federal
     income tax on the same amount and in the same manner and at the same times,
     as would have been the case if such deposit, defeasance and discharge had
     not occurred, and such Opinion of Counsel must refer to and be based upon a
     letter ruling of the Internal Revenue Service received by the Company and
     the Guarantor,


<PAGE>
                                      -33-


     a Revenue Ruling published by the Internal Revenue Service or a change in
     applicable United States federal income tax law occurring after the date of
     the applicable supplemental indenture; and

          (6) the Company and the Guarantor shall have delivered to the Trustee
     an Officers' Certificate and an Opinion of Counsel, each stating that all
     conditions precedent herein provided for relating to the defeasance
     contemplated by this section have been complied with.

SECTION 404. Defeasance of Certain Obligations.

     If this section is specified to be applicable to Securities of any series,
the Company may omit to comply with (or elect to have the obligations of the
Guarantor released with respect to) any term, provision or condition set forth
in the sections of this Indenture or such Security specified with respect to the
Securities of that series ("Covenant Defeasance") if:

          (1) with reference to this section, the Company or the Guarantor has
     deposited or caused to be irrevocably deposited with the Trustee as trust
     funds in trust, specifically pledged as security for, and dedicated solely
     to, the benefit of the Holders of the Securities of that series, (i) money
     in U.S. dollars in an amount (or if the Securities are denominated in any
     currency other than U.S. dollars, an amount of the applicable currency), or
     (ii) U.S. Government Obligations which through the payment of interest and
     principal in respect thereof in accordance with their terms will provide
     not later than one day before the due date of any payment referred to in
     clause (A) or (B) of this subparagraph money in an amount, or (iii) a
     combination thereof, sufficient, in the opinion of a nationally recognized
     firm of independent public accountants expressed in a written certification
     thereof delivered to the Trustee, to pay and discharge (A) the principal of
     (and premium, if any) and each installment of principal (and premium, if
     any) and interest on the Outstanding Securities of that series on the
     Stated Maturity of such principal or installment of principal or interest
     and (B) any mandatory sinking fund payments or analogous payments
     applicable to Securities of such series on the day on which such payments
     are due and payable in accordance with the terms of the Indenture and of
     such Securities;

          (2) such deposit shall not cause the Trustee with respect to the
     Securities of that series to have a conflicting interest for purposes of
     the Trust Indenture Act with respect to the Securities of any series;

          (3) such deposit will not result in a breach or violation of, or
     constitute a default under, this Indenture or any other agreement or
     instrument to which the Company or the Guarantor is a party or by which it
     is bound;


<PAGE>
                                      -34-


          (4) the Company and the Guarantor shall have delivered to the Trustee
     an Opinion of Counsel with no material qualifications to the effect that
     Holders of the Securities will not recognize income, gain or loss for
     United States federal income tax purposes as a result of such deposit and
     defeasance of certain obligations and will be subject to United States
     federal income tax on the same amount and in the same manner and at the
     same times, as would have been the case if such deposit and defeasance had
     not occurred;

          (5) no Event of Default or event which with notice or lapse of time
     would become an Event of Default with respect to the Securities shall have
     occurred and be continuing on the date of such deposit after giving effect
     to such deposit; and

          (6) the Company and the Guarantor shall have delivered to the Trustee
     an Officers' Certificate and an Opinion of Counsel, each stating that all
     conditions precedent herein provided for relating to the defeasance
     contemplated by this section have been complied with.

SECTION 405. Reinstatement.

     If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with this Article 4 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's and the Guarantor's obligations under this Indenture, the Securities
and the Guarantee shall be revived and reinstated as though no deposit had
occurred pursuant to Section 401, 403 or 404 until such time as the Trustee or
Paying Agent is permitted to apply all such U.S. legal tender or U.S. Government
Obligations in accordance with this article; provided, however, that if the
Company or the Guarantor has made any payment of principal of, premium, if any,
on, interest on or Additional Amounts, if any, on any Securities because of the
reinstatement of their obligations, the Company and the Guarantor shall be
subrogated to the rights of the Holders of such Securities to receive such
payment from the money or U.S. Government Obligations held by the Trustee or
Paying Agent.



<PAGE>
                                      -35-


                                  ARTICLE FIVE

                                    REMEDIES


SECTION 501. Events of Default.

     "Event of Default" (except as otherwise specified or contemplated by
Section 301 for Securities of any series) wherever used herein with respect to
Securities of any series, means any one of the following events:

          (1) 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 60 days; or

          (2) default in the payment of the principal of (or premium, if any,
     on) any Security of that series at its Maturity; 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 or the Guarantor in this Indenture, the Securities or the
     Guarantee (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
     for a period of 60 days after there has been given by registered or
     certified mail, to the Company or the Guarantor by the Trustee or to the
     Company, the Guarantor and the Trustee by the Holders of at least 25% in
     principal amount of the Outstanding Securities 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; or

          (5) the entry by a court having jurisdiction in the premises of (A) a
     decree or order for relief in respect of the Company or the Guarantor in an
     involuntary case or proceeding under any applicable bankruptcy, insolvency,
     reorganization or other similar law or (B) a decree or order adjudging the
     Company or the Guarantor a bankrupt or insolvent, or approving as properly
     filed a petition seeking reorganization, arrangement, adjustment or
     composition of or in respect of the Company or the Guarantor under any
     applicable law, or appointing a custodian, receiver, liquidator, as-


<PAGE>
                                      -36-


     signee, trustee, sequestrator or other similar official of the Company or
     the Guarantor 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

          (6) the commencement by the Company or the Guarantor of a voluntary
     case or proceeding under any applicable 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 the Company or
     the Guarantor to the entry of a decree or order for relief in respect of
     the Company or the Guarantor in an involuntary case or proceeding under any
     applicable bankruptcy, insolvency, reorganization or other similar law or
     to the commencement of any bankruptcy or insolvency case or proceeding
     against the Company or the Guarantor, or the filing by the Company or the
     Guarantor of a petition or answer or consent seeking reorganization or
     relief under any applicable law, or the consent by the Company or the
     Guarantor to the filing of such petition or to the appointment of or taking
     possession by a custodian, receiver, liquidator, assignee, trustee,
     sequestrator or similar official of the Company or the Guarantor or of any
     substantial part of the Company's or the Guarantor's property, or the
     making by the Company or the Guarantor of an assignment for the benefit of
     creditors, or the admission by the Company or the Guarantor in writing of
     its inability to pay its debts generally as they become due and its
     willingness to have a case commenced against it or to seek an order for
     relief under any applicable bankruptcy, insolvency or other similar law or
     the taking of corporate action by the Company or the Guarantor in
     furtherance of any such action;

          (7) the Guarantee ceases to be in full force and effect or is declared
     to be null and void and unenforceable or is found to be invalid, in each
     case by a court of competent jurisdiction in a final non-appealable
     judgment, or the Guarantor denies its liability under the Guarantee (other
     than by reason of release of the Guarantor in accordance with the terms of
     this Indenture); or

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

SECTION 502. Acceleration of Maturity: Rescission and Annulment.

     If an Event of Default (other than an Event of Default described in Section
501(5)or 501(6)) 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 25% in principal amount of the Outstanding Securities
of that series may declare the principal amount (or, if the Securities of that
series are Original Issue Discount Securities, such portion of the prin-


<PAGE>
                                      -37-


cipal amount as may be specified in the terms of that series) of all of the
Securities of that series to be due and payable immediately, by a notice in
writing to the Company and the Guarantor (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.

     In the case of an Event of Default described in Section 501(5)or 501(6),
which occurs and is continuing with respect to Securities of any series at the
time Outstanding, then all unpaid principal of and accrued interest on all such
Outstanding Securities of that series shall become immediately due and payable
without any notice or other action on the part of the Trustee or the Holders of
any Securities of such series.

     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 at least a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company, the
Guarantor and the Trustee, may rescind and annul such declaration and its
consequences if

          (1) the Company or the Guarantor 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 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 and any predecessor
          Trustee hereunder and all sums due the Trustee and any predecessor
          Trustee under Section 607;

     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.

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


<PAGE>
                                      -38-


SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee.

     The Company and the Guarantor covenant 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,

the Company or the Guarantor 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 premium, if any) and interest and,
to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal (and premium, if any) 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 all amounts due the Trustee and any
predecessor Trustee under Section 607.

     If the Company or the Guarantor 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 the Guarantor or any other obligor upon
such Securities and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Company or the Guarantor or
any other obligor upon such Securities, wherever situated.

     If any 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 504. Trustee May File Proofs of Claim.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or the Guarantor or any other
obligor upon the Securities or the property of the Company or the Guarantor or
of such other obligor or their creditors, the Trustee (irrespective of whether
the principal of the Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have


<PAGE>
                                      -39-


made any demand on the Company or the Guarantor for the payment of overdue
principal or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

          (i) to file and prove a claim for the whole amount of principal (and
     premium, if any) and interest owing and unpaid in respect of the Securities
     and to file such other papers or documents as may be necessary or advisable
     in order to have the claims of the Trustee (including any claim for the
     reasonable compensation, expenses, disbursements and advances of the
     Trustee, its agents and counsel) and of the Holders allowed in such
     judicial proceeding, and

          (ii) 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.

     Nothing herein contained 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.

SECTION 505. 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 506. 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 premium,
if any) 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:


<PAGE>
                                      -40-


          FIRST: To the payment of all amounts due the Trustee and each
     predecessor Trustee under Section 607;

          SECOND: To the payment of the amounts then due and unpaid for
     principal of (and premium, if any) 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 premium, if
     any) and interest, respectively; and

          THIRD: To the Company.

SECTION 507. 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 25% 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 for 60 days after its receipt of such notice, request
     and offer of indemnity has failed to institute any such proceeding; 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 such
Holders.


<PAGE>
                                      -41-


SECTION 508. 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 premium, if any) and (subject to Section 307)
interest on such Security on the Stated Maturity or Maturities expressed in such
Security or the Guarantee thereof (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment,
including under the Guarantee, and such rights shall not be impaired without the
consent of such Holder.

SECTION 509. Restoration of Rights and Remedies.

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


<PAGE>
                                      -42-


SECTION 512. Control by Holders.

     The Holders of a majority in principal amount of the Outstanding Securities
of any series (or if more than one series is affected thereby, of all series so
affected, voting as a single class) 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 that

          (1) such direction shall not be in conflict with any rule of law or
     with this Indenture, expose the Trustee to personal liability or be unduly
     prejudicial to holders not joining therein, and

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

     Nothing in this Indenture shall impair the right of the Trustee to take any
other action deemed proper by the Trustee which is not inconsistent with such
direction.

SECTION 513. Waiver of Past Defaults.

     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 premium, if any) or
     interest on any Security of such series, or

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

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


<PAGE>
                                      -43-


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 premium, if any) or interest on any Securities on or after the
Stated Maturity or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date). This Section 514 shall be in lieu
of Section 315(e) of the TIA and such Section 315(e) is hereby expressly
excluded from this Indenture, as permitted by the TIA.

SECTION 515. Waiver of Stay or Extension Laws.

     Each of the Company and the Guarantor 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 stay or
extension law wherever enacted, now or at any time hereafter in force, which may
affect the covenants or the performance of this Indenture; and the Company and
the Guarantor (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 601. Certain Duties and Responsibilities.

     (a) Except during the continuance of an Event of Default with respect to
the Securities of any series,

          (1) the Trustee undertakes to perform such duties and only such duties
     as are specifically set forth in this Indenture with respect to such
     series, and no implied covenants or obligations shall be read into this
     Indenture against the Trustee; and

          (2) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the require-


<PAGE>
                                      -44-


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

     (b) In case an Event of Default has occurred with respect to Securities of
any series and is continuing, the Trustee shall exercise such of the rights and
powers vested in it by this Indenture with respect to such series of Securities,
and use the same degree of care and skill in their exercise, as a prudent man
would exercise or use under the circumstances in the conduct of his own affairs.

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

          (1) this subsection shall not be construed to limit the effect of
     Subsection (a) of this section;

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

          (3) the Trustee shall not be liable with respect to any action taken
     or omitted to be taken by it in good faith in accordance with the direction
     of the Holders of a majority in principal amount of the Outstanding
     Securities of any series, determined as provided in Section 512, relating
     to the time, method and place of conducting any proceeding for any remedy
     available to the Trustee, or exercising any trust or power conferred upon
     the Trustee, under this Indenture with respect to the Securities of such
     series; and

          (4) 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.

     (d) Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this section.


<PAGE>
                                      -45-


SECTION 602. Notice of Defaults.

     Within 90 days after the occurrence of any default hereunder with respect
to the Securities of any series, the Trustee shall transmit by mail to all
Holders of Securities of such series, as their names and addresses appear in the
Security Register, notice of such default hereunder known to the Trustee, 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 premium, if any) or
interest on any Security of such series or in the payment of any sinking fund
installment with respect to Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors or Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interest of the Holders of Securities of such 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 603. Certain Rights of Trustee.

     Subject to the provisions of Section 601:

          (a) the Trustee may rely and shall be protected in acting or
     refraining from acting upon any Board Resolution, resolution, Officers'
     Certificate, certificate, statement, instrument, Opinion of Counsel,
     opinion, report, notice, request, direction, consent, order, bond,
     debenture, note, other evidence of indebtedness or other paper or document
     believed by it to be genuine and to have been signed or presented by the
     proper party or parties;

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

          (c) 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;

          (d) the Trustee may consult with counsel and the advice of such
     counsel or any Opinion of Counsel shall be full and complete authorization
     and protection in respect


<PAGE>
                                      -46-


     of any action taken, suffered or omitted by it hereunder in good faith and
     in reliance thereon;

          (e) 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;

          (f) 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; and

          (g) the Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents or
     attorneys 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.

SECTION 604. 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 the Trustee assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Securities. The Trustee shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof.

SECTION 605. May Hold Securities.

     The Trustee, any Paying Agent, any Security Registrar or any other agent of
the Company or the Guarantor, in its individual or any other capacity, may
become the owner or pledgee of Securities and, subject to Sections 608 and 612,
may otherwise deal with, and collect obligations owed to it by, the Company or
the Guarantor with the same rights it would have if it were not Trustee, Paying
Agent, Security Registrar or such other agent.


<PAGE>
                                      -47-


SECTION 606. 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 and the Guarantor.

SECTION 607. Compensation and Reimbursement.

     The Company and the Guarantor, jointly and severally, agree:

          (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 each
     of the Trustee and any predecessor Trustee upon its request for all
     reasonable expenses, disbursements and advances incurred or made by it in
     accordance with any provision of this Indenture (including the reasonable
     compensation and the expenses and disbursements of its agents and counsel),
     except any such expense, disbursement or advance as may be attributable to
     its own negligence or bad faith; and

          (3) to indemnify each of the Trustee and any predecessor Trustee for,
     and to hold it harmless against, any loss, liability or expense, arising
     out of or in connection with the acceptance or administration of the trust
     or trusts hereunder and the performance of its duties 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, except to the extent any such loss, liability or expense
     is due to its own negligence or bad faith.

     To ensure the performance of the obligations of the Company or the
Guarantor under this section, the Trustee shall have a senior claim to which the
Securities are hereby made subordinate upon all property and funds held or
collected by the Trustee as such, except property and funds held in trust for
the payment of principal of, premium, if any, or interest on particular
Securities.

SECTION 608. Disqualification; Conflicting Interests.

     The Trustee shall comply with the terms of Section 310(b) of the Trust
Indenture Act. The provisions of Section 310 of the Trust Indenture Act shall
apply to the Issuer and the Guarantor, as obligors of the Securities.


<PAGE>
                                      -48-


SECTION 609. Corporate Trustee Required; Eligibility.

     There shall at all times be a Trustee hereunder which shall 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 exercise corporate trust powers having (or, in the case of the
subsidiary of a bank holding company that guarantees the obligations of the
Trustee under this Indenture, such holding company's parent shall have) a
combined capital and surplus of at least $50,000,000 subject to supervision or
examination by Federal or State authority. If such corporation or holding
company parent publishes reports of condition at least annually, pursuant to law
or the requirements of said supervising or examining authority, then for the
purposes of this section, the combined capital and surplus of such corporation
or holding company parent 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 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.

SECTION 610. Resignation and Removal; Appointment of Successor.

     (a) 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.

     (b) 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 and the
Guarantor. 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. If the acceptance of appointment is
substantially contemporaneous with the resignation, then the notice called for
by the first sentence of this subsection may be combined with the instrument
called for by Section 611.

     (c) 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, the Company and
the Guarantor.

     (d) If at any time:

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


<PAGE>
                                      -49-


          (2) the Trustee shall cease to be eligible under Section 609 and shall
     fail to resign after written request therefor by the Company, the Guarantor
     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, (i) the Company or the Guarantor by a Board Resolution
may remove the Trustee with respect to all Securities, or (ii) 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.

     (e) 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 or the Guarantor, 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, the Guarantor
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 appointed
by the Company or the Guarantor. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Company, the
Guarantor 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.

     (f) The Company or the Guarantor 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 by mailing written notice of such event by first-class mail, postage
prepaid, to all Holders of Securities of such series as their names and
addresses appear in the Security Register. Each notice shall include the name


<PAGE>
                                      -50-


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.

     (a) 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, the Guarantor 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, the Guarantor 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.

     (b) 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
Guarantor, 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
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, the Guarantor or any
successor Trustee, such retiring Trustee shall duly assign, transfer and deliver
to such successor Trustee all property and money held by such retiring Trustee

<PAGE>
                                      -51-


hereunder with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates.

     (c) Upon request of any such successor Trustee, the Company and the
Guarantor 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 paragraph (a) or (b) of this section, as the case may be.

     (d) 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 (including the administration of this Indenture), 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.

SECTION 613. Preferential Collection of Claims Against Company.

     If and when the Trustee shall be or become a creditor of the Company or the
Guarantor (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 the Guarantor (or any such other obligor). A
trustee who has resigned or been removed shall be subject to the Trust Indenture
Act Section 311(a) to the extent provided therein.



<PAGE>
                                      -52-


                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY


SECTION 701. Company to Furnish Trustee Names and Addresses of Holders.

     The Company will furnish or cause to be furnished to the Trustee with
respect to the Securities of each series

          (a) semi-annually, not more than fifteen days after each Regular
     Record Date, or, in the case of any series of Securities on which
     semi-annual interest is not payable, not more than fifteen days after such
     semi-annual dates as may be specified by the Trustee, a list, in such form
     as the Trustee may reasonably require, of the names and addresses of the
     Holders as of such Regular Record Date or such semi-annual date, as the
     case may be, and

          (b) at such other times as the Trustee may request in writing, within
     30 days after the receipt by the Company or the Guarantor 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;

provided, however, that so long as the Trustee is the Security Registrar, no
such list need be furnished.

SECTION 702. Preservation of Information; Communications to Holders.

     (a) 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.

     (b) If three or more Holders (herein referred to as "applicants") apply in
writing to the Trustee, and furnish to the Trustee reasonable proof that each
such applicant has owned a Security for a period of at least six months
preceding the date of such application, and such application states that the
applicants' desire to communicate with other Holders with respect to their
rights under this Indenture or under the Securities and is accompanied by a copy
of the form of proxy or other communication which such applicants propose to
transmit, then the Trustee shall, within five Business Days after the receipt of
such application, at its election, either


<PAGE>
                                      -53-


          (i) afford such applicants access to the information preserved at the
     time by the Trustee in accordance with Section 702(a), or

          (ii) inform such applicants as to the approximate number of Holders
     whose names and addresses appear in the information preserved at the time
     by the Trustee in accordance with Section 702(a), and as to the approximate
     cost of mailing to such Holders the form of proxy or other communication,
     if any, specified in such application.

     If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder whose name and address appear in the information preserved
at the time by the Trustee in accordance with Section 702(a) a copy of the form
of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be mailed
and of payment, or provision for the payment, of the reasonable expenses of
mailing, unless within five days after such tender the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interest of the Holders
or would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all the objections so sustained
have been met and shall enter an order so declaring, the Trustee shall mail
copies of such material to all such Holders with reasonable promptness after the
entry of such order and the renewal of such tender; otherwise the Trustee shall
be relieved of any obligation or duty to such applicants respecting their
application.

     (c) Every Holder of Securities, by receiving and holding the same, agrees
with the Company, the Guarantor and the Trustee that neither the Company, the
Guarantor nor the Trustee nor any agent of either of them shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Holders in accordance with Section 702(b), regardless of
the source from which such information was derived, and that the Trustee shall
not be held accountable by reason of mailing any material pursuant to a request
made under Section 702(b).

     (d) Subject to Sections 702(a), 702(b), 702(c) and 601, if the Company, the
Guarantor or any other Person (other than the Trustee) shall desire to
communicate with Holders of Securities to solicit or obtain from them any proxy,
consent, authorization, waiver, approval of a plan of reorganization,
arrangement or readjustment or other action ("Holder Action"), the Trustee shall
have no duty to participate in such communication or solicitation


<PAGE>
                                      -54-


or the processing of responses in any manner except (i) to furnish the rules and
regulations and to perform the functions referred to in Section 104 and (ii) to
receive (A) the instruments evidencing the Holder Action together with (B) the
Officers' Certificate and Opinion of Counsel referred to below. Each of the
Company and the Guarantor hereby covenants that any and all communications and
solicitations distributed by it in connection with any Holder Action will comply
in all material respects with applicable law, including without limitation
applicable law concerning adequacy of disclosure. The Trustee shall have no
responsibility for the accuracy or completeness of any materials circulated to
solicit any Holder Action nor for any related communications nor for the
compliance thereof with applicable law. No Holder Action shall become effective
until the Trustee shall have received from the Company, the Guarantor or other
Person who solicited the Holder Action (1) the instruments evidencing such
Holder Action (2) (x) (in the case of Holder Action solicited by the Company or
the representative of the Company's estate if the Company is the debtor in any
bankruptcy or other insolvency proceeding) an Officers' Certificate and (y) (in
all cases) an Opinion of Counsel, each specifying the Holder Action taken and
stating that such Holder Action has been duly and validly taken in compliance
with this Indenture in all material respects. Such Officers' Certificate, if
any, shall also certify that (after giving effect to such Holder Action) no
Event of Default or event or condition which, with notice or lapse of time or
both, would become an Event of Default has occurred and is continuing or has not
been waived.

     (e) The Depositary may grant proxies and otherwise authorize its
participants which own the Global Securities to give or take any Act which a
Holder is entitled to take under the Indenture; provided, however, that the
Depositary has delivered a list of such participants to the Trustee.

SECTION 703. Reports by Trustee.

     (a) Within 60 days after May 15 of each year commencing with the first May
15 following the date of this Indenture, the Trustee shall transmit by mail to
all Holders, as their names and addresses appear in the Security Register, a
brief report dated as of such May 15, to the extent required by Section 313(a)
of the Trust Indenture Act.

     (b) The trustee shall comply with Sections 313(b) and 313(c) of the Trust
Indenture Act.

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


<PAGE>
                                      -55-


SECTION 704. Reports by Guarantor.

     The Guarantor shall:

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

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


                                  ARTICLE EIGHT

                              SUCCESSOR CORPORATION

SECTION 801. When Company or Guarantor May Merge or Transfer Assets.

     The Guarantor shall not, and shall not permit the Company to, in one or
more related transactions, (1) consolidate or amalgamate with or merge into any
other Person or convey, transfer, sell or lease its properties and assets
substantially as an entirety to any Person, or (2) permit any Person to
consolidate or amalgamate with or merge into the Guarantor or the Company, or
(3) permit any Person to convey, transfer, sell or lease that Person's
properties and assets substantially as an entirety to the Guarantor or the
Company, as the case may be, unless:

          (a) in the case of (1) and (2) above, if the Guarantor or the Company,
     as the case may be, is not the surviving person, such Person is a
     corporation organized and


<PAGE>
                                      -56-


     existing under the laws of the United States of America, any State thereof
     or the District of Columbia, the United Kingdom, the Cayman Islands,
     Bermuda or any country which is, on the date of the Indenture, a member of
     the Organization of Economic Cooperation and Development and will expressly
     assume, by supplemental indenture satisfactory in form to the Trustee, the
     due and punctual payment pursuant to the Securities, the Indenture and the
     Guarantee of the principal of, any premium and interest on and any
     Additional Amounts with respect to all of the Securities issued thereunder,
     and the performance of all applicable obligations under the Indenture, the
     Guarantee and the Securities issued thereunder; and

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

          (c) each of the Company and the Guarantor have 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.

     Upon any consolidation or amalgamation of the Company or the Guarantor
with, or merger of the Company or the Guarantor into, any other Person or any
conveyance, transfer, sale, lease or other disposition of the properties and
assets of the Company or the Guarantor in accordance with this Article, the
successor shall succeed to, and be substituted for, and may exercise every right
and power of, the Company or the Guarantor, as the case may be, under this
Indenture, the Securities and the Guarantee with the same effect as if such
successor had been named as the Company or the Guarantor, as the case may be,
herein and therein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture, the Guarantee and the Securities.



<PAGE>
                                      -57-


                                  ARTICLE NINE

                      AMENDMENTS & SUPPLEMENTAL INDENTURES


SECTION 901. Amendments or Supplemental Indentures without Consent of Holders.

     The Company and the Guarantor, when authorized by a Board Resolution, and
the Trustee, at any time and from time to time, may amend or supplement this
Indenture, the Securities or the Guarantees without the consent of any Holder,
so long as such changes do not materially and adversely affect the interests of
the Holder:

     (1) to cure any ambiguity, omission, defect or inconsistency;

     (2) to make any modifications or amendments that do not, in the good faith
opinion of the Company's and the Guarantor's Board of Directors and the Trustee,
adversely affect the interests of the Holders in any material respect;

     (3) to provide for the assumption of the Company's or the Guarantor's
obligations under this Indenture by a successor upon any merger, consolidation
or asset transfer as permitted by and in compliance with Article Eight of this
Indenture;

     (4) to provide any security for or additional guarantees of the Securities;

     (5) to add Events of Default with respect to the Securities;

     (6) to add to the Company's or the Guarantor's covenants for the benefit of
the Holders or to surrender any right or power conferred upon the Company or the
Guarantor by this Indenture;

     (7) to make any change necessary for the registration of the Securities and
the Guarantee under the Securities Act or to comply with the TIA, or any
amendment thereto, or to comply with any requirement of the SEC in connection
with the qualification of the Indenture under the TIA, provided that such
modification or amendment does not, in the good faith opinion of the Company's
and the Guarantor's Board of Directors and the Trustee, adversely affect the
interests of the Holders of the Securities in any material respect;

     (8) to provide for uncertificated Securities or Guarantees in addition to
or in place of certificated Securities or Guarantees or to provide for bearer
Securities or Guarantees;


<PAGE>
                                      -58-


     (9) to add to or change any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the issuance of Securities
in bearer form, registrable or not registrable as to principal, and with or
without interest coupons;

     (10) to change or eliminate any of the provisions of this Indenture,
provided that any such change or elimination shall become effective only when
there is no Security Outstanding of any series created prior to the execution of
such supplemental indenture which is entitled to the benefit of such provision;

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

     (12) 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(b).


SECTION 902. Amendments or Supplemental Indentures with Consent of Holders.

     With the written consent of the Holders of not less than a majority in
aggregate principal amount of the Securities at the time Outstanding of all
series affected by such amendment or supplement (taken together as one class),
the Company and the Guarantor, when authorized by Board Resolutions, and the
Trustee, at any time and from time to time, may amend or supplement this
Indenture or the Securities. However, without the consent of each Holder
affected, an amendment to this Indenture or the Securities may not:

     (1) change the Stated Maturity of the principal of, or any premium on or
any installment of interest with respect to the Securities;

     (2) reduce the principal amount of, or the rate (or modify the calculation
of such principal amount or rate) of interest on, or any Additional Amounts with
respect to, or any premium payable upon the redemption of, the Securities;

     (3) change the currency of payment of principal of or interest on the
Securities;

     (4) change the redemption provisions, if any, of any Securities in any
manner adverse to the holders of such Securities;


<PAGE>
                                      -59-


     (5) impair the right to institute suit for the enforcement of any payment
on or with respect to the Securities;

     (6) reduce the above-stated percentage of Holders of the Securities of any
series necessary to modify or amend this Indenture;

     (7) if the Securities are convertible, adversely affect the right to
convert the Securities into Ordinary Shares in accordance with the provisions of
this Indenture;

     (8) release the Guarantor from any of its obligations under its Guarantee
or this Indenture otherwise than in accordance with the terms of this Indenture;

     (9) modify or change any provision of this Indenture or the related
definitions affecting the ranking of the Securities or the Guarantee in a manner
which adversely affects the Holders;

     (10) change the obligation to pay Additional Amounts with respect to any
Security; or

     (11) modify the foregoing requirements or reduce the percentage of
Outstanding Securities necessary to waive any covenant or past default.

     It shall not be necessary for any Act of the Holders under this Section 902
to approve the particular form of any proposed amendment or supplemental
indenture, but it shall be sufficient if such Act approves the substance
thereof.

     After an amendment or supplemental indenture under this Section 902 becomes
effective, the Company and the Guarantor shall mail to each Holder a notice
briefly describing the amendment or supplemental indenture.

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

SECTION 903. Execution of Supplemental Indentures.

     The Trustee shall sign any supplemental indenture authorized pursuant to
this article if the amendment contained therein does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. If it does, the
Trustee may, but need not, sign such supple-


<PAGE>
                                      -60-


mental indenture. 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 (subject to Section 601) shall be fully protected in relying
upon, an Officers' Certificate from each of the Company and the Guarantor and an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture.

SECTION 904. 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 part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

SECTION 905. Conformity with Trust Indenture Act.

     Every supplemental indenture executed pursuant to this article shall
conform to the requirements of the Trust Indenture Act as then in effect.

SECTION 906. 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, the Guarantor and the Company, to any such supplemental indenture may
be prepared and executed by the Company and the Guarantor and be authenticated
and delivered by the Trustee in exchange for Outstanding Securities of such
series.


                                   ARTICLE TEN

                                    COVENANTS


SECTION 1001. 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 premium,
if any) and interest on the Securities of that series in accordance with the
terms of the Securities and this Indenture. Payments of principal, premium, if
any, Additional Amounts, if any, and interest in respect of


<PAGE>
                                      -61-


the Securities represented by a Global Security will be made by wire transfer of
immediately available funds to the accounts specified by The Depository Trust
Company or any successor Depository. Payments of premium, if any, Additional
Amounts, if any, and interest in respect of a certificated Security may be made
at the option of the Company by wire transfer of immediately available funds to
the accounts specified by registered Holders as of the relevant record dates or,
by checks mailed to the addresses of the registered Holders as of the relevant
record dates or at the specified offices of any Paying Agent and, if the
Securities are listed on the Luxembourg Stock Exchange, our Paying Agent in
Luxembourg. Payment of principal in respect of a certificated Security will only
be made against presentation and, provided that payment is made in full,
surrender of the appropriate certificate at the specified offices of any Paying
Agent and, if the Securities are listed on the Luxembourg Stock Exchange, our
Paying Agent in Luxembourg. The Guarantor covenants that it will, as and when
any amounts are due hereunder or under any Security, duly and punctually pay
such amounts as provided in the Guarantee.

SECTION 1002. Maintenance of Office or Agency.

     The Company and the Guarantor 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 and may be surrendered for registration
of transfer or exchange and where notices and demands to or upon the Company or
the Guarantor in respect of the Securities of that series and this Indenture may
be served. The Company and the Guarantor hereby initially appoint the Trustee
its office or agency for each of said purposes (and, if the Securities are
listed on the Luxembourg Stock Exchange, the Company and the Guarantor shall
appoint an office or agency in Luxembourg for each of said purposes). The
Company and the Guarantor 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 or the Guarantor 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 each of the Company and the Guarantor
hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.

     The Company and the Guarantor 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 or the Guarantor of its
obligation to maintain an office or agency in each Place of Payment for
Securities of any series for such purposes. The Company and the Guarantor 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.


<PAGE>
                                      -62-


SECTION 1003. 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 (and premium, if any) 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 premium, if any) or 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 or the Guarantor shall have one or more Paying Agents
for any series of Securities, it will, on or prior to each due date of the
principal of (and premium, if any) or interest on any Securities of that series,
deposit with a Paying Agent a sum sufficient to pay the principal (and premium,
if any) or interest so becoming due, such sum to be held in trust for the
benefit of the Persons entitled to such principal, premium or interest, 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 or the Guarantor 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) hold all sums held by it for the payment on the principal of (and
     premium, if any) or interest on Securities of that series in trust for the
     benefit of the Persons entitled thereto until such sums shall be paid to
     such Persons or otherwise disposed of as herein provided;

          (2) give the Trustee notice of any default by the Company (or any
     other obligor upon the Securities of that series including, without
     limitation, the Guarantor) in the making of any payment of principal (and
     premium, if any) or interest on the Securities of that series; and

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

     The Company or the Guarantor 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, the Guarantor or such Paying Agent; and, upon


<PAGE>
                                      -63-


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 or the Guarantor, in trust for the payment of the principal of (and
premium, if any) or interest on any Security of any series and remaining
unclaimed for two years after such principal (and premium, if any) or interest
has become due and payable shall be paid to the Company on Company Request, or
(if then held by the Company or the Guarantor) shall be discharged from such
trust; and the Holder of such Security shall thereafter, as an unsecured general
creditor, look, only to the Company or the Guarantor 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 or the Guarantor 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 or the Guarantor cause to be mailed or published once, in a newspaper
published in the English language, customarily published on each Business Day
and of general circulation in the City, County and State of New York, or both
(and, if the Securities are listed on the Luxembourg Stock Exchange, in a
newspaper with general circulation in Luxembourg), 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 mailing or publication, any unclaimed
balance of such money then remaining will be repaid to the Company or the
Guarantor.

     The Company shall have no obligation to make payment of principal of (or
premium, if any) or interest on any Security in immediately available funds,
except that if the Company shall have received original payment for Securities
in immediately available funds it shall make available immediately available
funds for payment of the principal of such Securities.

SECTION 1004. Corporate Existence.

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


<PAGE>
                                      -64-


SECTION 1005. Maintenance of Properties.

     Each of the Company and the Guarantor will use its reasonable efforts to
cause all material properties used or useful in the conduct of its business to
be maintained and kept in good condition, repair and working order (subject to
wear and tear) and supplied with all necessary material equipment and will use
its reasonable efforts to cause to be made all necessary material 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 or the
Guarantor from discontinuing the operation or maintenance of any of such
properties if such discontinuance is, in the judgment of the Company or the
Guarantor, desirable in the conduct of its business and not disadvantageous in
any material respect to the Holders.

SECTION 1006. Statement by Officers as to Default.

     The Company and the Guarantor will each deliver to the Trustee, within 120
days after the end of each fiscal year ending after the date hereof, a
certificate of the principal executive officer, principal financial officer or
principal accounting officer of each of the Company and the Guarantor stating
whether or not to the best knowledge of the signers thereof the Company or the
Guarantor is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture, and if the Company or the Guarantor
shall be in default, specifying all such defaults and the nature and status
thereof of which they may have knowledge.

SECTION 1007. Waiver of Certain Covenants.

     The Company or the Guarantor, as the case may be, may omit in any
particular instance to comply with any term, provision or condition set forth in
Section 1006 if before or after the time for such compliance the Holders of at
least a majority in principal amount of the Outstanding Securities of all series
affected by the omission (taken together as one class) shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with 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 Guarantor and the duties of the Trustee in respect of any
such term, provision or condition shall remain in full force and effect.

SECTION 1008. Ownership and Business of the Company.

     The Guarantor shall at all times own, directly or indirectly, 100% of the
Capital Stock of the Company. The Company shall not carry on any business
whatsoever other


<PAGE>
                                      -65-


than in connection with the issuance, listing, registration and exchange of the
Securities, lending of the proceeds of the sale of the Securities to the
Guarantor and activities incidental to the foregoing.

SECTION 1009. Additional Amounts.

     All amounts payable (whether in respect of principal, interest or
otherwise) in respect of the Securities or the Guarantee will be made free and
clear of and without withholding or deduction for or on account of any present
or future taxes, duties, levies, assessments or governmental charges of whatever
nature imposed or levied by or on behalf of the United Kingdom or the Cayman
Islands or any political subdivision thereof or any authority or agency therein
or thereof having power to tax, unless the withholding or deduction of such
taxes, duties, levies, assessments or governmental charges is required by law.
In that event, the Company or the Guarantor will, jointly or severally, pay, or
cause to be paid, such Additional Amounts as may be necessary in order that the
net amounts receivable by a Holder after such withholding or deduction shall
equal the respective amounts that would have been receivable by such Holder had
no such withholding or deduction been required, except that no such Additional
Amounts shall be payable in relation to any payment in respect of any of the
Securities or the Guarantee (a) to, or to a third party on behalf of, a Person
who would be able to avoid such withholding or deduction but for a failure to
satisfy any applicable statutory certification, information or documentation
requirements concerning the nationality, residence or identity of such Person or
to make a declaration of non-residence or similar claim for exemption which, in
either case, is required as a precondition to exemption, or is liable for such
taxes, duties, levies, assessments or governmental charges in respect of such
Security by reason of his having some connection with (including, without
limitation, being a citizen of, being incorporated or engaged in a trade or
business in, or having a residence or principal place of business or other
presence in) the United Kingdom or the Cayman Islands other than (i) the mere
holding of such Security or (ii) the receipt of principal, interest, or other
amount in respect of such Security; (b) presented for payment more than 30 days
after the Relevant Date, except to the extent that the relevant Holder would
have been entitled to such Additional Amounts on presenting the same for payment
on or before the expiry of such period of 30 days; (c) on account of any
inheritance, gift, estate, personal property, sales or transfer or similar
taxes, duties, levies, assessments or similar governmental charges; (d)
presented for payment in the United Kingdom; (e) presented for payment by or on
behalf of a Holder who would have been able to avoid such withholding or
deduction by presenting the relevant Security or Securities to another Paying
Agent in a Member State of the European Union; or (f) on account of any taxes,
duties, levies, assessments or governmental charges that are payable otherwise
than by withholding from payments in respect of such Security or the Guarantee.

     If the Guarantor becomes subject generally at any time to any taxing
jurisdiction other than or in addition to the Cayman Islands, references in this
section to the


<PAGE>
                                      -66-


Cayman Islands shall be read and construed as references to such other
jurisdiction(s) and/or to the Cayman Islands.

     If the Company becomes subject generally at any time to any taxing
jurisdiction other than or in addition to the United Kingdom, references in this
section to the United Kingdom shall be read and construed as references to such
other jurisdiction(s) and/or to the United Kingdom.

     Notwithstanding anything herein to the contrary, in the event that any
deduction or withholding for or on account of tax is required to be made, or is
made, in connection with any European Union directive on the taxation of savings
implementing the conclusions of the ECOFIN Council meeting of November 26-27,
2000, or any law implementing or complying with, or introduced in order to
conform to, such directive, no additional amounts shall be payable or paid by
the Company or the Guarantor to any holder in respect of the Securities.

     Any reference in this Indenture to principal, premium or interest in
respect of the Securities or the Guarantee, any redemption amount and any other
amounts in the nature of principal, shall be deemed also to refer to any
Additional Amounts that may be payable under this Indenture, and the express
mention of the payment of Additional Amounts (if applicable) in any provision
hereof shall not be construed as excluding Additional Amounts in those
provisions hereof where such express mention is not made.

     Except as otherwise provided in or pursuant to this Indenture, if the
Securities require the payment of Additional Amounts, at least 10 days prior to
the first Relevant Date with respect to such Securities, and at least 10 days
prior to each Relevant Date if there has been any change with respect to the
matters set forth in the below-mentioned Officers' Certificate, the Company, the
Guarantor or their designee shall furnish to the Trustee, the Registrar and the
Paying Agent an Officers' Certificate instructing the Trustee and such Paying
Agents whether such payment of principal of or interest on the Securities shall
be made to Holders without withholding for or on account of any tax assessment
or other governmental charge described above due to the payment of Additional
Amounts by the Company or the Guarantor. If any such payment of Additional
Amounts shall be required, then such certificate shall specify by country the
amount, if any, required to be withheld on such payments to such Holders, and
the Company and the Guarantor agree to pay to the Trustee, the Registrar or the
Paying Agent the Additional Amounts required.



<PAGE>
                                      -67-


                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES


SECTION 1101. Applicability of Article.

     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 Securities of any series) in
accordance with this article.

SECTION 1102. Election to Redeem; Notice to Trustee.

     The election of the Company to redeem any Securities shall be evidenced by
a Board Resolution. In case of any redemption at the election of the Company of
less than all the Securities of any series, the Company and the Guarantor shall,
at least 45 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 and of the principal amount of Securities of such series to be
redeemed, such notice to be accompanied by a written statement signed by an
authorized officer of the Company and the Guarantor stating that no defaults in
the payment of interest or Events of Default with respect to the Securities of
that series have occurred (which have not been waived or cured). In the case of
any redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company and the Guarantor shall furnish the Trustee an Officers'
Certificate evidencing compliance with such restriction.

SECTION 1103. Selection by Trustee of Securities to Be Redeemed.

     If less than all the Securities of any series are to be redeemed, 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
in its sole discretion shall deem fair and appropriate and which may provide for
the selection or redemption of portions (equal to the minimum authorized
denomination for Securities of that series or any integral multiple thereof) of
the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series.

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


<PAGE>
                                      -68-


     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 1104. Notice of Redemption.

     Notice of redemption shall be given from the Company, the Guarantor or the
Trustee 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. Any notice which is
mailed in the manner herein provided shall be conclusively presumed to have been
duly given, whether or not such Holder receives the notice. Failure to give
notice by mail, or any defect in the notice to any such Holder in respect of any
Security, shall not affect the validity of the proceedings for the redemption of
any other Security.

     All notices of redemption shall state:

          (1) the Redemption Date,

          (2) the Redemption Price and any accrued interest,

          (3) if less than all the Outstanding Securities of any series are to
     be redeemed, the identification (and, in the case of partial redemption,
     the principal amounts) of the particular Securities to be redeemed,

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

          (5) the place or places where such Securities are to be surrendered
     for payment of the Redemption Price and any accrued interest,

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

          (7) the CUSIP number and, if applicable, the ISIN number, of the
     Securities being redeemed.

     Notice of redemption of Securities to be redeemed at the election of the
Company or the Guarantor shall be given by the Company, the Guarantor or, at the
Company's or


<PAGE>
                                      -69-


the Guarantor's request, by the Trustee in the name and at the expense of the
Company or the Guarantor.

SECTION 1105. Deposit of Redemption Price.

     On or prior to any Redemption Date, the Company or the Guarantor shall
deposit with the Trustee or with a Paying Agent (or, if the Company or the
Guarantor is acting as Paying Agent, segregate and hold in trust as provided in
Section 1003) an amount of money, in funds immediately available on the due
date, 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 1106. 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 together with accrued interest thereon, and
from and after such date (unless the Company or the Guarantor 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 installments of interest whose Stated Maturity is on the
Redemption Date shall 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.

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

     The Trustee shall not redeem any Securities of any series pursuant to this
article (unless all Outstanding Securities of such series are to be redeemed) or
mail or give any notice of redemption of Securities during the continuance of an
Event of Default hereunder known to the Trustee with respect to such series,
except that, where the mailing of notice of redemption of any Securities shall
theretofore have been made, the Trustee shall redeem or cause to be redeemed
such Securities, provided that it shall have received from the Company or the
Guarantor a sum sufficient for such redemption. Except as aforesaid, any moneys
theretofore or thereafter received by the Trustee shall, during the continuance
of such Event of Default, be deemed to have been collected under Article Five
and held for the payment of all such Securities of such series. In case such
Event of Default shall have been waived as provided in Section 513 or the
default cured on or before the sixtieth day preceding the Redemp-


<PAGE>
                                      -70-


tion Date, such moneys shall thereafter be applied in accordance with the
provisions of this article.

SECTION 1107. 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, the Guarantor or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company, the Guarantor and the Trustee duly executed by, the
Holder thereof or his attorney duly authorized in writing), and the Company
shall execute, the Guarantor shall execute Guarantees on 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, 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.


                                 ARTICLE TWELVE

                                  SINKING FUNDS


SECTION 1201. Applicability of Article.

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

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

SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.

     The Company (1) may deliver Outstanding Securities of a series (other than
any previously called for redemption) and (2) may apply as credit Securities of
a series which have been redeemed either at the election of the Company pursuant
to the terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any sinking fund


<PAGE>
                                      -71-


payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series; provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

SECTION 1203. 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 (1) will deliver to the Trustee an Officers'
Certificate (A) stating that no defaults in the payment of interest or Events of
Default with respect to Securities of that series have occurred (which have not
been waived or cured), (B) specifying the amount of the next ensuing sinking
fund payment for that series pursuant to the terms of Securities of that series,
(C) stating whether or not the Company intends to exercise its right, if any, to
make an optional sinking fund payment with respect to such series on the next
ensuing sinking fund payment date and, if so, specifying the amount of such
optional sinking fund payment and (D) specifying the portion of such sinking
fund payment, if any, which is to be satisfied by payment of cash and the
portion thereof, if any, which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 1202 and (2) will also deliver to
the Trustee any Securities to be so delivered. Not less than 30 days before each
such sinking fund payment date the Trustee shall select the Securities of such
series 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 Sections
1105, 1106 and 1107. Failure of the Company, on or before any such 60th day, to
deliver such Officers' Certificate and Securities specified in this section, if
any, shall not constitute a default but shall constitute, on and as of such
date, the irrevocable election of the Company (a) that the mandatory sinking
fund payment for such series due on the next succeeding sinking fund payment
date shall be paid entirely in cash without the option to deliver or credit
Securities of such series in respect thereof and (b) that the Company will make
no optional sinking fund payment with respect to Securities of such series as
provided in this article.

     The Trustee shall not redeem or cause to be redeemed any Security of a
series with sinking fund moneys or mail any notice of redemption of Securities
of such series by operation of the sinking fund during the continuance of a
default in payment of interest on such Securities or of any Event of Default
with respect to such series except that, where the mailing of notice of
redemption of any Securities shall therefore have been made, the Trustee shall
redeem or cause to be redeemed such Securities, provided that it shall have
received from the Company a sum sufficient for such redemption. Except as
aforesaid, any moneys in the


<PAGE>
                                      -72-


sinking fund for such series at the time when any such default or Event of
Default shall occur, and any moneys thereafter paid into the sinking fund,
shall, during the continuance of such default or Event of Default, be deemed to
have been collected under Article Five and held for the payment of all such
Securities of such series. In case such Event of Default shall have been waived
as provided in Section 513 or the default cured on or before the 60th day
preceding the sinking fund payment date, such moneys shall thereafter be applied
on the next succeeding sinking fund payment date in accordance with this section
to the redemption of such Securities.


                                ARTICLE THIRTEEN

                             GUARANTEE OF SECURITIES


SECTION 1301. Unconditional Guarantee.

     Subject to the provisions of this Article Thirteen, the Guarantor hereby
unconditionally guarantees, on an unsecured, unsubordinated basis, to each
Holder of a Security authenticated and delivered by the Trustee and to the
Trustee and its successors, irrespective of the validity and enforceability of
this Indenture, the Securities or the obligations of the Company to the Holders
or the Trustee hereunder or thereunder, that: (a) the principal of (and premium,
if any) and interest on the Securities and any Additional Amounts with respect
thereto, will be duly and punctually paid in full when due, whether at maturity,
by acceleration, call for redemption or otherwise and all obligations of the
Company or the Guarantor to the Holders or the Trustee hereunder or thereunder
(including amounts due the Trustee under Section 607 hereof) or under the
Securities (including fees, expenses or other disbursements) will be promptly
paid in full or performed, all in accordance with the terms hereof and thereof;
and (b) in case of any extension of time of payment or renewal of any Securities
or any of such other obligations, the same will be promptly paid in full when
due or performed in accordance with the terms of the extension or renewal,
whether at maturity, by acceleration, call for redemption, purchase or otherwise
(all such obligations guaranteed by the Guarantor, the "Guaranteed
Obligations"). Failing payment when due of any amount so guaranteed, or failing
performance of any other obligation of the Company to the Holders, for whatever
reason, the Guarantor will be obligated to pay, or to perform or cause the
performance of the same immediately. An Event of Default under this Indenture or
the Securities shall constitute an event of default under this Guarantee, and
shall entitle the Holders of Securities or the Trustee to accelerate the
obligations of the Guarantor hereunder in the same manner and to the same extent
as the obligations of the Company.


<PAGE>
                                      -73-


     The Guarantor agrees to pay any and all fees and expenses (including
reasonable attorney's fees and expenses) incurred by the Trustee or the Holders
in enforcing any rights under this Article Thirteen with respect to the
Guarantor.

     Without limiting the generality of the foregoing, this Guarantee
guarantees, to the extent provided herein, the payment of all amounts that
constitute part of the Guaranteed Obligations and would be owed by the Company
under this Indenture or the Securities but for the fact that they are
unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving the Company.

     No stockholder, officer, director, employee or incorporator, past, present
or future, of the Guarantor, as such, shall have any personal liability under
this Guarantee by reason of his, her or its status as such stockholder, officer,
director, employee or incorporator

SECTION 1302. Execution and Delivery of Guarantee.

     The Guarantee to be endorsed on the Securities pursuant to Section 204
shall be deemed to include the terms of the Guarantee set forth in this Article
Thirteen. The Guarantor hereby agrees to execute the Guarantee in the form
established pursuant to Section 204 to be endorsed on each Security
authenticated and delivered by the Trustee.

     The Guarantee shall be executed on behalf of the Guarantor by an Officer of
the Guarantor. The signature of such Officer on the Guarantee may be manual or
facsimile.

     A Guarantee bearing the manual or facsimile signature of an individual who
was at any time the proper officer of the Guarantor shall bind the Guarantor,
notwithstanding that such individual has ceased to hold such office prior to the
authentication and delivery of the Security on which the Guarantee is endorsed
or did not hold such office at the date of the Guarantee.

     The delivery of any Security by the Trustee after the authentication
thereof hereunder, shall constitute due delivery of the Guarantee endorsed
thereon on behalf of the respective Guarantor. The Guarantor hereby agrees that
the Guarantee set forth in this Article Thirteen and in Section 204 shall remain
in full force and effect notwithstanding any failure to endorse a Guarantee on
any Security.

SECTION 1303. Obligations of the Guarantor Unconditional.

     Nothing contained in this Article Thirteen or elsewhere in this Indenture
or in any Security is intended to or shall impair, as between the Guarantor and
the Holders and the Trustee, the obligation of the Guarantor, which is absolute
and unconditional, to pay to the Holders and the Trustee the principal of (and
premium, if any), and interest and Additional


<PAGE>
                                      -74-


Amounts, if any, on the Securities (and to the Trustee amounts due under Section
607) as and when the same shall become due and payable in accordance with the
provisions of this Guarantee, nor shall anything herein or therein prevent the
Trustee or any Holder from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture. Without limiting the
generality of the foregoing, it is agreed that the occurrence of any one or more
of the following shall not affect the liability of the Guarantor hereunder:

     (a) the lack of validity, regularity or enforceability of this Indenture or
the Securities with respect to the Company or any agreement or instrument
relating thereto;

     (b) any change in the time, manner or place of payment of, or in any other
term of any of the Securities, or any other amendment or waiver of or any
consent to departure from this Indenture;

     (c) any amendment or modification of or deletion from or addition or
supplement to or other change in the Guarantee, the Indenture or the Securities
or any other instrument or agreement applicable to any of the parties to the
Guarantee, the Indenture or the Securities;

     (d) any furnishing or acceptance of any security or any guarantee or other
liability of any Subsidiary or any other party, or any release of any security
or any guarantee or other liability of any Subsidiary or any other party, for
the Guaranteed Obligations, or the failure of any security or any guarantee or
other liability of any Subsidiary or any other party or the failure of any
Person to perfect any interest in any collateral;

     (e) any failure, omission or delay on the part of the Company to conform or
comply with any term of the Indenture or the Securities or any other instrument
or agreement referred to in paragraph (a) above, including, without limitation,
failure to give notice to the Guarantor or the Trustee of the occurrence of an
Event of Default;

     (f) any waiver of the payment, performance or observance of any of the
obligations, conditions, covenants or agreements contained in the Guarantee, the
Indenture or the Securities, or any other waiver, consent, extension indulgence,
compromise settlement release or other action or inaction under or in respect of
the Guarantee, the Indenture or the Securities or any other instrument or
agreement referred to in paragraph (a) above or any obligation or liability of
the Company or any exercise or non-exercise of any right, remedy, power or
privilege under or in respect of any such instrument or agreement or any such
obligation or liability;

     (g) any failure, omission or delay on the part of the Trustee or any Holder
of Securities to enforce, assert, exercise or continue exercising any right,
power or remedy


<PAGE>
                                      -75-


conferred on it in the Guarantee or the Indenture, or any such failure, omission
or delay on the part of the Trustee or any Holder of Securities in connection
with the Guarantee, the Indenture or the Securities, or any other action on the
part of the Trustee or any Holder of Securities;

     (h) the assignment of any right, title or interest of the Trustee or any
Holder in this Indenture or the Securities to any other Person;

     (i) any voluntary or involuntary bankruptcy, insolvency, suspension of
payments, reorganizations, arrangement, readjustment, assignment for the benefit
of creditors, receivership, liquidation or similar proceedings with respect to
the Company, the Guarantor or any other Person or any of their respective
properties or creditors, or any action taken by any trustee, receiver or similar
officer or by any court in any such proceeding;

     (j) any limitation on the liability or obligations of the Company or any
other Person under the Guarantee, the Indenture or the Securities, or any
partial discharge, cancellation or unenforceability of the Guarantee, the
Indenture or the Securities or any other agreement or instrument referred to in
paragraph (c) above or any term hereof, to the extent not mutually agreed upon
by the parties hereto;

     (k) any merger or consolidation of the Company or the Guarantor into or
with any other corporation or any sale, lease or transfer of any of the assets
of the Company or the Guarantor to any other Person;

     (l) any change in the ownership of any shares of Capital Stock of the
Guarantor, or any change in the corporate relationship between the Company and
the Guarantor, or any termination of such relationship, or any change in the
corporate existence, structure, or ownership of the Company;

     (m) any release or discharge, by operation of law, of the Guarantor from
the performance or observance of any obligation, covenant or agreement contained
in the Guarantee, the Indenture or the Securities;

     (n) any action, failure, omission or delay on the part of the Trustee or
any Holder of Securities that may impede any Guarantor from acquiring or
subrogating such Holders or Trustee's rights or benefits; or

     (o) any other occurrence, circumstance, happening or event whatsoever,
whether similar or dissimilar to the foregoing, whether foreseen or unforeseen,
and any other circumstance that might otherwise constitute a legal defense or
discharge of the liabilities of the Guarantor or that might otherwise limit
recourse against the Guarantor; it being the intent of the Guarantor that its
obligations hereunder shall not be discharged except by payment of all amounts
owing pursuant to this Indenture or the Securities.


<PAGE>
                                      -76-


     The Guarantee shall continue to be effective or be reinstated, as the case
may be, if at any time any payment or performance with respect to any of the
Securities is rescinded or must otherwise be returned by the Trustee, any Holder
or any other Person upon the insolvency, bankruptcy or reorganization of the
Company or otherwise, all as though such payment or performance had not been
made or occurred. In the event that any payment or any part thereof is rescinded
or must otherwise be returned, the Securities shall be reinstated and deemed
reduced only by such amount paid and not so rescinded or returned. The
obligations of the Guarantor under the Guarantee shall not be subject to
reduction, termination or other impairment by any set-off, recoupment,
counterclaim or defense or for any other reason.

SECTION 1304. Waivers.

     The Guarantor hereby irrevocably waives, to the extent permitted by
applicable law:

     (a) promptness, demand for payment, diligence, presentment, notice of
acceptance and any other notice with respect to any of the Guaranteed
Obligations and the Guarantee;

     (b) any requirement that the Trustee, any Holder or any other Person
protect, secure, perfect or insure any Lien or any property subject thereto or
exhaust any right, sue or take any action against the Company or any other
Person, or obtain any relief pursuant to this Indenture or pursue any other
available remedy prior to making a claim against the Guarantor hereunder;

     (c) all right to trial by jury in any action, proceeding or counterclaim
arising out of or relating to this Indenture or the Securities;

     (d) filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest or notice with respect to such Security or the Indebtedness evidenced
thereby and all demands whatsoever;

     (e) any defense arising by reason of any claim or defense based upon an
election of remedies by the Trustee or any Holder that in any manner impairs,
reduces, releases or otherwise adversely affects its subrogation, contribution
or reimbursement rights or other rights to proceed against the Company or any
other Person;

     (f) any right to which it may be entitled to have the assets of the Company
first be used as payment of the Company's or the Guarantor's obligations
hereunder prior to any amounts being claimed from or paid by the Guarantor
hereunder; or


<PAGE>
                                      -77-


     (g) any duty on the part of the Trustee or any Holder to disclose to the
Guarantor any matter, fact or thing relating to the business, operation or
condition of the Company and its assets now known or hereafter known by the
Trustee or such Holder.

SECTION 1305. Amendment, Etc.

     No amendment, modification or waiver of any provision of this Indenture
relating to the Guarantor or consent to any departure by the Guarantor or any
other Person from any such provision will in any event be effective unless it is
signed by the Guarantor and the Trustee.



<PAGE>



     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of the day and year first above written.



                           XL CAPITAL FINANCE (EUROPE) PLC




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


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


Witnessed in the presence of:


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

Dated:


                               STATE STREET BANK AND TRUST COMPANY,
                                    as Trustee



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


<PAGE>



     IN WITNESS WHEREOF, XL CAPITAL LTD, as Guarantor, has caused this Indenture
to be duly executed as a deed the day and year first before written.

The common seal of )
XL CAPITAL LTD     )
was hereunto       )
affixed in the     )
presence of        )




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


Witness:


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