Exhibit 4.49

                                 XL Capital Ltd

          Liquid Yield Option(TM) Notes due 2021 (Zero Coupon---Senior)
           ----------------------------------------------------------

                                    INDENTURE

                          Dated as of September 7, 2001

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



                       State Street Bank and Trust Company

                                     TRUSTEE

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












(TM)Trademark of Merrill Lynch & Co., Inc.
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                                     TABLE OF CONTENTS
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                                                                                     PAGE
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                   ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE
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Section 1.1   Definitions...............................................................1
Section 1.2   Other Definitions.........................................................5
Section 1.3   Incorporation by Reference of Trust Indenture Act.........................6
Section 1.4   Rules of Construction.....................................................7
Section 1.5   Acts of Holders...........................................................7

                                 ARTICLE II THE SECURITIES

Section 2.1   Form and Dating...........................................................8
Section 2.2   Execution and Authentication.............................................10
Section 2.3   Registrar, Paying Agent, Bid Solicitation Agent and Conversion Agent.....11
Section 2.4   Paying Agent to Hold Money and Securities in Trust.......................11
Section 2.5   Securityholder Lists.....................................................11
Section 2.6   Transfer and Exchange....................................................12
Section 2.7   Replacement Securities...................................................13
Section 2.8   Outstanding Securities; Determinations of Holders' Action................14
Section 2.9   Temporary Securities.....................................................14
Section 2.10  Cancellation.............................................................15
Section 2.11  Persons Deemed Owners....................................................15
Section 2.12  Global Securities........................................................15
Section 2.13  CUSIP Numbers............................................................20
Section 2.14  Original Issue Discount..................................................20

                           ARTICLE III CONTINGENT CASH INTEREST

Section 3.1   Contingent Cash Interest.................................................21
Section 3.2   Payment of Contingent Cash Interest......................................21
Section 3.3   Notice...................................................................23

                        ARTICLE IV CONTINGENT ADDITIONAL PRINCIPAL

Section 4.1   Contingent Additional Principal..........................................23
Section 4.2   Payment of Contingent Additional Principal...............................24
Section 4.3   Notice...................................................................24

                            ARTICLE V REDEMPTION AND PURCHASES

Section 5.1   Company's Right to Redeem; Notices to Trustee............................25
Section 5.2   Selection of Securities to Be Redeemed...................................25
Section 5.3   Notice of Redemption.....................................................25
Section 5.4   Effect of Notice of Redemption...........................................26
Section 5.5   Deposit of Redemption Price..............................................26


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Section 5.6   Securities Redeemed in Part..............................................26
Section 5.7   Repurchase of Securities by the Company at Option of the Holder..........27
Section 5.8   Purchase of Securities at Option of the Holder upon a Change in Control..33
Section 5.9   Effect of Purchase Notice or Change in Control Purchase Notice...........39
Section 5.10  Deposit of Purchase Price or Change in Control Purchase Price............40
Section 5.11  Securities Purchased in Part.............................................40
Section 5.12  Covenant to Comply With Securities Laws Upon Purchase of Securities......40
Section 5.13  Repayment to the Company.................................................41
                                                                                    .
                                   ARTICLE VI COVENANTS

Section 6.1   Payment of Securities....................................................41
Section 6.2   SEC and Other Reports....................................................41
Section 6.3   Compliance Certificate...................................................42
Section 6.4   Further Instruments and Acts.............................................42
Section 6.5   Maintenance of Office or Agency..........................................42
Section 6.6   Delivery of Certain Information..........................................43
Section 6.7   Additional Amounts.......................................................43

                             ARTICLE VII SUCCESSOR CORPORATION

Section 7.1   When Company May Merge or Transfer Assets................................44

                            ARTICLE VIII DEFAULTS AND REMEDIES

Section 8.1   Events of Default........................................................45
Section 8.2   Acceleration.............................................................46
Section 8.3   Other Remedies...........................................................47
Section 8.4   Waiver of Past Defaults..................................................47
Section 8.5   Control by Majority......................................................47
Section 8.6   Limitation on Suits......................................................47
Section 8.7   Rights of Holders to Receive Payment.....................................48
Section 8.8   Collection Suit by Trustee...............................................48
Section 8.9   Trustee May File Proofs of Claim.........................................48
Section 8.10  Priorities...............................................................49
Section 8.11  Undertaking for Costs....................................................49
Section 8.12  Waiver of Stay, Extension or Usury Laws..................................49

                                    ARTICLE IX TRUSTEE

Section 9.1   Duties of Trustee........................................................50
Section 9.2   Rights of Trustee........................................................51
Section 9.3   Individual Rights of Trustee.............................................52
Section 9.4   Trustee's Disclaimer.....................................................52
Section 9.5   Notice of Defaults.......................................................53
Section 9.6   Reports by Trustee to Holders............................................53
Section 9.7   Compensation and Indemnity...............................................53
Section 9.8   Replacement of Trustee...................................................54
Section 9.9   Successor Trustee by Merger..............................................54

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Section 9.10   Eligibility; Disqualification...........................................55
Section 9.11   Preferential Collection of Claims Against Company.......................55

                             ARTICLE X DISCHARGE OF INDENTURE

Section 10.1   Discharge of Liability on Securities....................................55
Section 10.2   Repayment to the Company................................................55

                                   ARTICLE XI AMENDMENTS

Section 11.1   Without Consent of Holders..............................................55
Section 11.2   With Consent of Holders.................................................56
Section 11.3   Compliance with Trust Indenture Act.....................................57
Section 11.4   Revocation and Effect of Consents, Waivers and Actions..................57
Section 11.5   Notation on or Exchange of Securities...................................57
Section 11.6   Trustee to Sign Supplemental Indentures.................................57
Section 11.7   Effect of Supplemental Indentures.......................................58

                                  ARTICLE XII CONVERSIONS

Section 12.1   Conversion Privilege....................................................58
Section 12.2   Conversion Procedure....................................................59
Section 12.3   Fractional Shares.......................................................59
Section 12.4   Taxes on Conversion.....................................................59
Section 12.5   Company to Provide Stock................................................60
Section 12.6   Adjustment for Change in Capital Stock..................................60
Section 12.7   Adjustment for Rights Issue.............................................61
Section 12.8   Adjustment for Other Distributions......................................62
Section 12.9   Adjustment for Company Tender Offer.....................................63
Section 12.10  When Adjustment May Be Deferred.........................................64
Section 12.11  When No Adjustment Required.............................................64
Section 12.12  Notice of Adjustment....................................................65
Section 12.13  Voluntary Increase......................................................65
Section 12.14  Notice of Certain Transactions..........................................65
Section 12.15  Reorganization of Company; Special Distributions........................66
Section 12.16  Company Determination Final.............................................66
Section 12.17  Trustee's Adjustment Disclaimer.........................................66
Section 12.18  Simultaneous Adjustments................................................67
Section 12.19  Successive Adjustments..................................................67

                                ARTICLE XIII MISCELLANEOUS

Section 13.1   Trust Indenture Act Controls............................................67
Section 13.2   Notices.................................................................67
Section 13.3   Communication by Holders with Other Holders.............................68
Section 13.4   Certificate and Opinion as to Conditions Precedent......................68
Section 13.5   Statements Required in Certificate or Opinion...........................68
Section 13.6   Separability Clause.....................................................69
Section 13.7   Rules by Trustee, Paying Agent, Conversion Agent and Registrar..........69

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Section 13.8   Legal Holidays..........................................................69
Section 13.9   GOVERNING LAW...........................................................69
Section 13.10  No Recourse Against Others..............................................69
Section 13.11  Successors..............................................................69
Section 13.12  Multiple Originals......................................................69



EXHIBIT A       Form of Global Security

EXHIBIT B       Transfer Certificate
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                  INDENTURE dated as of September 7, 2001 between XL CAPITAL
LTD, a Cayman Islands exempted limited company (the "Company"), and STATE STREET
BANK AND TRUST COMPANY, a Massachusetts trust company ("Trustee").

                  Each party agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of the Company's
Liquid Yield Option(TM) Notes due 2021:

                                        ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

                   Section 1.1 DEFINITIONS

                   "Accreted Conversion Price" of a Security as of any date
means the Accreted Value of such Security divided by the number of Ordinary
Shares issuable upon conversion of the Security on that date.

                  "Accreted Value" as of any date means the sum of the Issue
Price, plus the accrued Original Issue Discount and any accrued Contingent
Additional Principal, if any, to the date of determination (excluding any
Contingent Cash Interest that becomes payable).

                  "Additional Amount" means any amounts that are required under
this Indenture to be paid to the Holders by the Company as described in Section
6.7.

                  "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 or cause the direction of the management and policies of such person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

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

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

                  "Business Day" means, with respect to any Security, a day that
in the City of New York or the City of Boston, Massachusetts, is not a day on
which banking institutions are authorized by law or regulation to close.

                  "Capital Stock" for any entity means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) stock issued by that
corporation.

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                                                                               2

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

                  "Company" means the party named as the "Company" in the first
paragraph of this Indenture until a successor replaces it pursuant to the
applicable provisions of this Indenture and, thereafter, shall mean such
successor. The foregoing sentence shall likewise apply to any subsequent such
successor or successors.

                  "Company Order" means a written request or order signed in the
name of the Company by any two Officers.

                   "Corporate Trust Office" means the corporate trust office of
the Trustee at which at any time the trust created by this Indenture shall be
administered, which office at the date hereof is located at 225 Asylum Street,
23rd Floor, Hartford, Connecticut 06103, Attention: Corporate Trust
Administration (XL Capital Ltd Liquid Yield Option(TM) Notes due 2021), or such
other address as the Trustee may designate from time to time by notice to the
Holders and the Company, or the corporate trust office of any successor Trustee
at which such trust shall be administered (or such other address as a successor
Trustee may designate from time to time by notice to the Holders and the
Company).

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

                  "GAAP" means generally accepted accounting principles in the
United States of America as in effect and, to the extent optional, adopted by
the Company, on the date of this Indenture, consistently applied.

                  "GICs" means guaranteed investment contracts.

                  "Global Security" means a permanent Global Security that is in
the form of the Security attached hereto as Exhibit A, and that is deposited
with and registered in the name of the Depositary.

                  "Holder" or "Securityholder" means a person in whose name a
Security is registered on the Registrar's books.

                  "Indebtedness" means, without duplication, the principal or
face amount of (i) all obligations for borrowed money, (ii) all obligations
evidenced by debentures, notes or other similar instruments, (iii) all
obligations in respect of letters of credit or bankers acceptances or similar
instruments (or reimbursement obligations with respect thereto), (iv) all
obligations to pay the deferred purchase price of property or services, except
trade accounts payable arising in the ordinary course of business, (v) all
obligations as lessee which are capitalized in accordance with generally
accepted accounting principles, and (vi) all Indebtedness of others guaranteed
by the Company or for which the Company is legally responsible or liable
(whether by agreement to purchase indebtedness of, or to supply funds or to
invest in, others) (it being understood, for the avoidance of doubt, that
insurance payment liabilities, as such, and liabilities arising in the ordinary
course of such Company's business as an insurance or reinsurance company
(including GICs) or corporate member of The Council of Lloyds or as a provider
of financial or investment

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                                                                               3

services or contracts (in each case other than in connection with the provision
of financing to the Company or any Affiliate of the Company) shall not be
deemed to constitute Indebtedness).

                  "Indenture" means this Indenture, as amended or supplemented
from time to time in accordance with the terms hereof, including the provisions
of the TIA that are deemed to be a part hereof.

                  "Issue Date" of any Security means the date on which the
Security was originally issued or deemed issued as set forth on the face of the
Security.

                  "Liquidated Damages" means liquidated damages pursuant to the
Registration Rights Agreement.

                  "NYSE" means The New York Stock Exchange.

                  "Officer" means the Chairman of the Board, the Vice Chairman,
the Chief Executive Officer, the President, the Chief Financial Officer, any
Executive Vice President, any Senior Vice President, any Vice President, the
Treasurer or the Secretary or any Assistant Treasurer or Assistant Secretary of
the Company.

                  "Officers' Certificate" means a written certificate containing
the information specified in Sections 13.4 and 13.5, signed in the name of the
Company by any two Officers, and delivered to the Trustee. An Officers'
Certificate given pursuant to Section 6.3 shall be signed by a financial or
accounting Officer of the Company but need not contain the information specified
in Sections 13.4 and 13.5.

                  "Opinion of Counsel" means a written opinion containing the
information specified in Sections 13.4 and 13.5, from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of, or counsel to, the
Company or the Trustee.

                  "Original Issue Discount" of any Security means the difference
between the issue price and the principal amount at maturity of the Security as
set forth on the face of the Security, which shall accrue as set forth in the
form of Security.

                  "Ordinary Shares" shall mean the Class A ordinary shares,
$0.01 par value per share, of the Company existing on the date of this Indenture
or any other shares of Capital Stock of the Company into which such Class A
ordinary shares shall be reclassified or changed.

                  "Non-U.S. Person" means any person who, for United States
federal income tax purposes, is not (i) a corporation or partnership created or
organized in or under the laws of the United States, any state thereof or the
District of Columbia or, in the case of a partnership, otherwise treated as a
U.S. person under applicable U.S. Treasury Regulations, (ii) a citizen or
resident of the United States, (iii) an estate the income of which is subject to
United States federal income tax without regard to its source or (iv) a trust,
if a court within the United States is able to exercise primary supervision over
administration of the trust and one or more United States persons have authority
to control all substantial decisions of the trust.

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                                                                               4

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

                  "Redemption Date" or "redemption date" shall mean the date
specified in a notice of redemption on which the Securities may be redeemed in
accordance with the terms of the Securities and this Indenture.

                  "Regular Cash Dividends" means quarterly or other periodic
cash dividends on Ordinary Shares as declared by the Board of Directors as part
of cash dividends practices and that are not designated by the Board of
Directors as extraordinary or special or other nonrecurring dividends.

                  "Registration Rights Agreement" means the registration rights
agreement, relating to the Securities and the Ordinary Shares issuable upon
conversion of the Securities, dated as of September 7, 2001, between the Company
and Merrill Lynch & Co., Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated.

                  "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" shall mean, when used with respect to
the Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary,
assistant treasurer, trust officer or any other officer of the Trustee who
customarily performs functions similar to those performed by the persons who at
the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of such person's knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the
administration of this Indenture.

                  "Restricted Security" means a Security required to bear the
restrictive legend set forth in the form of Security set forth in Exhibit A of
this Indenture.

                  "Rule 144A" means Rule 144A under the Securities Act (or any
successor provision), as it may be amended from time to time.

                  "SEC" means the Securities and Exchange Commission.

                  "Securities" means the Company's Liquid Yield Option(TM)
Notes due 2021, issued under this Indenture.

                  "Securityholder" or "Holder" means a person in whose name a
Security is registered on the Registrar's books.

                  "Stated Maturity", when used with respect to any Security,
means September 7, 2021.

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                                                                               5

                  "Subsidiary" means any person of which at least a majority of
the outstanding Voting Stock shall at the time directly or indirectly be owned
or controlled by the Company or by one or more Subsidiaries or by the Company
and one or more Subsidiaries.

                  "TIA" means the Trust Indenture Act of 1939 as in effect on
the date of this Indenture, provided, however, that in the event the TIA is
amended after such date, TIA means, to the extent required by any such
amendment, the TIA as so amended.

                  "Trading Day" means a day during which trading in securities
generally occurs on the NYSE or, if the Ordinary Shares are not listed on the
NYSE, on the principal other national or regional securities exchange on which
the Ordinary Shares then are listed or, if the Ordinary Shares are not listed on
a national or regional securities exchange, on the National Association of
Securities Dealers Automated Quotation System or, if the Ordinary Shares are not
quoted on the National Association of Securities Dealers Automated Quotation
System, on the principal other market on which the Ordinary Shares are then
traded.

                  "Trustee" means the party named as the "Trustee" in the first
paragraph of this Indenture until a successor replaces it pursuant to the
applicable provisions of this Indenture and, thereafter, shall mean such
successor. The foregoing sentence shall likewise apply to any subsequent such
successor or successors.

                  "Voting Stock" of a person means Capital Stock of such person
of the class or classes pursuant to which the holders thereof have the general
voting power under ordinary circumstances to elect at least a majority of the
board of directors, managers or trustees of such person (irrespective of whether
or not at the time Capital Stock of any other class or classes shall have or
might have voting power by reason of the happening of any contingency).

                  Section 1.2  OTHER DEFINITIONS.

     Term Section:                                                   Defined in:

     "Accreted Value Conversion"...................................  Exhibit A
     "Act".........................................................  1.5
     "Associate"...................................................  5.8
     "Agent Members"...............................................  2.12(e)
     "Average Sale Price"..........................................  12.1
     "beneficial owner"............................................  5.8(a)
     "Bid Solicitation Agent"......................................  2.3
     "cash"........................................................  5.7(b)
     "Change in Control"...........................................  5.8(a)
     "Change in Control Notice Date"...............................  5.8(b)
     "Change in Control Purchase Date".............................  5.8(a)
     "Change in Control Purchase Notice"...........................  5.8(c)
     "Change in Control Purchase Price"............................  5.8(a)
     "Company Notice"..............................................  5.7(e)
     "Company Notice Date".........................................  5.7(c)
     "Contingent Additional Principal".............................  4.1

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     "Contingent Cash Interest"....................................  3.1
     "Contingent Cash Interest Payment Date".......................  3.1
     "Contingent Cash Interest Record Date"........................  3.1
     "Conversion Agent"............................................  2.3
     "Conversion Date".............................................  12.2
     "Conversion Period"...........................................  Exhibit A
     "Conversion Rate".............................................  12.1
     "Depositary"..................................................  2.1(a)
     "DTC".........................................................  2.1(a)
     "Defaulted Interest"..........................................  3.2
     "Event of Default"............................................  8.1
     "Exchange Act"................................................  5.7(d)
     "Ex-Dividend Time"............................................  12.1
     "Expiration Time".............................................  12.9
     "Extraordinary Cash Dividend".................................  12.8
     "Five-Trading-Day Measurement Period".........................  3.2
     "Interest Payment Date".......................................  Exhibit A
     "Issue Price".................................................  Exhibit A
     "Legal Holiday"...............................................  13.8
     "Legend"......................................................  2.6(f)
     "Market Price"................................................  5.7(d)
     "Notice of Default"...........................................  8.1
     "Ordinary Shares Threshold Price".............................  4.1
     "Ordinary Shares Record Date".................................  3.2
     "Parity Value"................................................  Exhibit A
     "Paying Agent"................................................  2.3
     "Purchase Date"...............................................  5.7(a)
     "Purchase Notice".............................................  5.7(a)
     "Purchase Price"..............................................  5.7(a)
     "Purchased Shares"............................................  12.9
     "QIB".........................................................  2.1(a)
     "Redemption Price"............................................  Exhibit A
     "Registrar"...................................................  2.3
     "Rule 144A Information".......................................  6.6
     "Sale Price"..................................................  5.7(d)
     "Semiannual Period"...........................................  3.1
     "Securities' Market Price"....................................  3.2
     "Securities Act"..............................................  5.7(d)
     "Special Record Date".........................................  3.2
     "Spin-off"....................................................  12.8
     "Time of Determination".......................................  12.1
     "Trading Price"...............................................  Exhibit A
     "Thirty-Trading-Day Measurement Period".......................  3.2

                  Section 1.3 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made

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                                                                               7

a part of this Indenture. The following TIA terms used in this Indenture have
the following meanings:

                  "Commission" means the SEC.

                  "indenture securities" means the Securities.

                  "indenture security holder" means a Securityholder.

                  "indenture to be qualified" means this Indenture.

                  "indenture trustee" or "institutional trustee" means the
                  Trustee.

                  "obligor" on the indenture securities means the Company.

                  All other TIA terms used in this Indenture that are defined by
the TIA, defined by TIA reference to another statute or defined by SEC rule have
the meanings assigned to them by such definitions.

                  Section 1.4 RULES OF CONSTRUCTION.

                  Unless the context otherwise requires:

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

       (2) an accounting term not otherwise defined has the meaning assigned to
           it and shall be construed in accordance with "U.S. GAAP";

       (3) "or" is not exclusive;

       (4) "including" means including, without limitation;

       (5) words in the singular include the plural, and words in the plural
           include the singular;

       (6) all references to $, dollars, cash payments or money refer to United
           States currency; and

       (7) all references to "interest" on any Security in this Indenture shall
           mean accretion of Original Issue Discount to the principal amount
           of such Security unless such reference is to "Contingent Cash
           Interest."

                  Section 1.5 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 agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of Holders signing such instrument

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                                                                               8

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 conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section.

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

                  (c) The ownership of Securities shall be proved by the
register for the Securities.

                  (d) 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, the
Company or the Conversion Agent in reliance thereon, whether or not notation of
such action is made upon such Security.

                  (e) If the Company shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other Act, the
Company 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, direction, notice, consent, waiver or other Act, but the
Company shall have no obligation to do so. If such a record date is fixed, such
request, demand, authorization, direction, notice, consent, waiver or other Act
may be 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 have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the outstanding Securities shall be computed as of such record
date; provided that no such authorization, agreement or consent by the Holders
on such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than six months after the
record date.

                                   ARTICLE II

                                 THE SECURITIES

                  Section 2.1 FORM AND DATING. The Securities and the Trustee's
certificate of authentication shall be substantially in the form of Exhibit A,
which is a part of this Indenture. The Securities may have notations, legends or
endorsements required by law, stock exchange rule or usage (provided that any
such notation, legend or


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                                                                               9

endorsement required by usage is in a form acceptable to the Company). The
Company shall provide any such notations, legends or endorsements to the Trustee
in writing. Each Security shall be dated the date of its authentication.

                  (a) GLOBAL SECURITIES. Securities offered and sold within the
United States to qualified institutional buyers as defined in Rule 144A ("QIBs")
in reliance on Rule 144A shall be issued initially in the form of a Global
Security, which shall be deposited with the Trustee at its Corporate Trust
Office, as custodian for the Depositary (as defined below) and registered in the
name of The Depository Trust Company ("DTC") or the nominee thereof (DTC, or any
successor thereto, and any such nominee being hereinafter referred to as the
"Depositary"), duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The aggregate principal amount of the Global Securities
may from time to time be increased or decreased by adjustments made on the
records of the Trustee and the Depositary as hereinafter provided.

                  (b) GLOBAL SECURITIES IN GENERAL. Each Global Security shall
represent such of the outstanding Securities as shall be specified therein and
each shall provide that it shall represent the aggregate principal amount at
maturity of outstanding Securities from time to time endorsed thereon and that
the aggregate principal amount at maturity of outstanding Securities represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges, redemptions, purchases and conversions.

                  Any adjustment of the aggregate principal amount of a Global
Security to reflect the amount of any increase or decrease in the amount of
outstanding Securities represented thereby shall be made by the Trustee in
accordance with instructions given by the Holder thereof as required by Section
2.12 hereof and shall be made on the records of the Trustee and the Depositary.

                  (c) BOOK-ENTRY PROVISIONS. This Section 2.1(c) shall apply
only to Global Securities deposited with or on behalf of the Depositary.

                  The Company shall execute and the Trustee shall, in accordance
with this Section 2.1(c), authenticate and deliver initially one or more Global
Securities that (a) shall be registered in the name of the Depositary, (b) shall
be delivered by the Trustee to the Depositary or pursuant to the Depositary's
instructions and (c) shall bear legends substantially to the following effect:

         "THIS SECURITY AND ANY ORDINARY SHARES ISSUABLE UPON THE CONVERSION OF
THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN
THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THIS SECURITY IS HERBY NOTIFIED THAT THE SELLER OF THIS SECURITY
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

         THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF XL CAPITAL LTD
THAT THIS SECURITY AND ANY ORDINARY SHARES ISSUABLE UPON CONVERSION OF THIS
SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR


<PAGE>

                                                                              10

OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE TRANSFEROR REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (2) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
PROVIDED BY RULE 144 OR ANOTHER AVAILABLE EXEMPTION THEREUNDER (IF AVAILABLE) OR
(3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE
UNITED STATES AND OTHER JURISDICTIONS.

         THIS SECURITY, ANY ORDINARY SHARES ISSUABLE UPON ITS CONVERSION AND ANY
RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY
THE RESTRICTIONS ON RESALES AND OTHER TRANSFERS OF THIS SECURITY AND ANY SUCH
SHARES TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION OR INTERPRETATION
THEREOF OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED
SECURITIES GENERALLY. THE HOLDER OF THIS SECURITY AND ANY SUCH SHARES SHALL BE
DEEMED BY THE ACCEPTANCE OF THIS SECURITY AND ANY SUCH SHARES TO HAVE AGREED TO
ANY SUCH AMENDMENT OR SUPPLEMENT."

                  Section 2.2 EXECUTION AND AUTHENTICATION. The Securities shall
be executed on behalf of the Company by any Officer. The signature of the
Officer on the Securities may be manual or facsimile.

                  Securities bearing the manual or facsimile signatures of
individuals who were at the time of the execution of the Securities Officers of
the Company shall bind the Company, notwithstanding that 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
authentication of such Securities.

                  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 duly executed by the Trustee by signature of an authorized officer, and
such certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder.

                  The Trustee shall authenticate and deliver the Securities for
original issue in an initial aggregate principal amount at maturity (subject to
adjustment) of up to $508,842,000 upon one or more Company Orders without any
further action by the Company. The aggregate principal amount of the Securities
due at the Stated Maturity thereof outstanding at any time may not exceed the
amount set forth in the foregoing sentence, except as provided in Article IV.

                  The Securities shall originally be issued only in registered
form without coupons and only in denominations of $1,000 of principal amount at
maturity and any integral multiple thereof.

<PAGE>
                                                                              11

                  Section 2.3 REGISTRAR, PAYING AGENT, BID SOLICITATION AGENT
AND CONVERSION AGENT. The Company shall maintain an office or agency where
Securities may be presented for registration of transfer or for exchange
("Registrar"), an office or agency where Securities may be presented for
purchase or payment ("Paying Agent") and an office or agency where Securities
may be presented for conversion ("Conversion Agent"). The Company shall also
appoint a bid solicitation agent (the "Bid Solicitation Agent") to act pursuant
to paragraph 2(d) of the Securities. The Registrar shall keep a register of the
Securities and of their transfer, exchange and conversion. The Company may have
one or more co-registrars, one or more additional paying agents and one or more
additional conversion agents. The term Paying Agent includes any additional
paying agent, including any named pursuant to Section 6.5. The term Conversion
Agent includes any additional conversion agent, including any named pursuant to
Section 6.5.

                  The Company shall enter into an appropriate agency agreement
with any Registrar, Paying Agent, Conversion Agent or co-registrar (other than
the Trustee). The agreement shall implement the provisions of this Indenture
that relate to such agent. The Company shall notify the Trustee of the name and
address of any such agent. If the Company fails to maintain a Registrar, Paying
Agent or Conversion Agent, the Trustee shall act as such and shall be entitled
to appropriate compensation therefor pursuant to Section 9.7. The Company or any
Subsidiary or an Affiliate of either of them may act as Paying Agent, Registrar,
Conversion Agent or co-registrar.

                  The Company initially appoints the Trustee as Registrar,
Conversion Agent, Paying Agent and Bid Solicitation Agent in connection with the
Securities.

                  Section 2.4 PAYING AGENT TO HOLD MONEY AND SECURITIES IN
TRUST. Except as otherwise provided herein, on or prior to each due date of
payments in respect of any Security, the Company shall deposit with the Paying
Agent a sum of money (in immediately available funds if deposited on the due
date) or Ordinary Shares or, as permitted by this Indenture, a combination
thereof, sufficient to make such payments when so becoming due. The Company
shall require each Paying Agent (other than the Trustee) to agree in writing
that the Paying Agent shall hold in trust for the benefit of Securityholders or
the Trustee all money and Ordinary Shares held by the Paying Agent for the
making of payments in respect of the Securities and shall notify the Trustee of
any default by the Company in making any such payment. At any time during the
continuance of any such default, the Paying Agent shall, upon the written
request of the Trustee, forthwith pay to the Trustee all money and Ordinary
Shares so held in trust. If the Company or a Subsidiary or an Affiliate of any
of them acts as Paying Agent, it shall segregate the money and Ordinary Shares
held by it as Paying Agent and hold it as a separate trust fund. The Company at
any time may require a Paying Agent to pay all money and Ordinary Shares held by
it to the Trustee and to account for any funds and Ordinary Shares disbursed by
it. Upon doing so, the Paying Agent shall have no further liability for the
money or the Ordinary Shares.

                  Section 2.5 SECURITYHOLDER LISTS. The Trustee shall preserve
in as current a form as is reasonably practicable the most recent list available
to it of the names and addresses of Securityholders. If the Trustee is not the
Registrar, the Company shall cause to be furnished to the Trustee at least
semiannually on May 1 and November 1 a listing of Securityholders dated within
15 days of the date on which the list is furnished and at such other times as
the Trustee

<PAGE>
                                                                              12

may request in writing a list in such form and as of such date as the Trustee
may reasonably require of the names and addresses of Securityholders.

                  Section 2.6 TRANSFER AND EXCHANGE. (a) Subject to Section 2.12
hereof, (a) upon surrender for registration of transfer of any Security,
together with a written instrument of transfer satisfactory to the Registrar
duly executed by the Securityholder or such Securityholder's attorney duly
authorized in writing, at the office or agency of the Company designated as
Registrar or co-registrar pursuant to Section 2.3, the Company shall execute,
and the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Securities of any authorized
denomination or denominations, of a like aggregate principal amount at maturity.
The Company shall not charge a service charge for any registration of transfer
or exchange, but the Company may require payment of a sum sufficient to pay all
taxes, assessments or other governmental charges that may be imposed in
connection with the transfer or exchange of the Securities from the
Securityholder requesting such transfer or exchange.

                  At the option of the Holder, Securities may be exchanged for
other Securities of any authorized denomination or denominations, of a like
aggregate principal amount at maturity, upon surrender of the Securities to be
exchanged, together with a written instrument of transfer satisfactory to the
Registrar duly executed by the Securityholder or such Securityholder's attorney
duly authorized in writing, at such office or agency. Whenever any Securities
are so surrendered for exchange, the Company shall execute, and the Trustee
shall authenticate and deliver, the Securities which the Holder making the
exchange is entitled to receive.

                  The Company shall not be required to make, and the Registrar
need not register, transfers or exchanges of Securities selected for redemption
(except, in the case of Securities to be redeemed in part, the portion thereof
not to be redeemed) or any Securities in respect of which a Purchase Notice or
Change in Control Purchase Notice has been given and not withdrawn by the Holder
thereof in accordance with the terms of this Indenture (except, in the case of
Securities to be purchased in part, the portion thereof not to be purchased) or
any Securities for a period of 15 days before the mailing of a notice of
redemption of Securities to be redeemed.

                  (b) Notwithstanding any provision to the contrary herein, so
long as a Global Security remains outstanding and is held by or on behalf of the
Depositary, transfers of a Global Security, in whole or in part, shall be made
only in accordance with Section 2.12 and this Section 2.6(b). Transfers of a
Global Security shall be limited to transfers of such Global Security, to the
Depositary, to nominees of the Depositary or to a successor of the Depositary or
such successor's nominee.

                  (c) Successive registrations and registrations of transfers
and exchanges as aforesaid may be made from time to time as desired, and each
such registration shall be noted on the register for the Securities.

                  (d) Any Registrar appointed pursuant to Section 2.3 hereof
shall provide to the Trustee such information as the Trustee may reasonably
require in connection with the delivery by such Registrar of Securities upon
transfer or exchange of Securities.

<PAGE>
                                                                              13

                  (e) No Registrar shall be required to make registrations of
transfer or exchange of Securities during any periods designated in the text of
the Securities or in this Indenture as periods during which such registration of
transfers and exchanges need not be made.

                  (f) If Securities are issued upon the transfer, exchange or
replacement of Securities subject to restrictions on transfer and bearing the
legends set forth on the form of Security attached hereto as Exhibit A setting
forth such restrictions (collectively, the "Legend"), or if a request is made to
remove the Legend on a Security, the Securities so issued shall bear the Legend,
or the Legend shall not be removed, as the case may be, unless there is
delivered to the Company and the Registrar such satisfactory evidence, which
shall include an Opinion of Counsel, as may be reasonably required by the
Company and the Registrar, that neither the Legend nor the restrictions on
transfer set forth therein are required to ensure that transfers thereof comply
with the provisions of Rule 144A or Rule 144 under the Securities Act or that
such Securities are not "restricted" within the meaning of Rule 144 under the
Securities Act. Upon (i) provision of such satisfactory evidence, or (ii)
notification by the Company to the Trustee and Registrar of the sale of such
Security pursuant to a registration statement that is effective at the time of
such sale, the Trustee, pursuant to a Company Order, shall authenticate and
deliver a Security that does not bear the Legend. If the Legend is removed from
the face of a Security and the Security is subsequently held by the Company or
an Affiliate of the Company, the Legend shall be reinstated.

                  Section 2.7 REPLACEMENT SECURITIES. If (a) any mutilated
Security is surrendered to the Trustee, or (b) the Company and the Trustee
receive evidence to their satisfaction of the destruction, loss or theft of any
Security, and there is delivered to the Company and the Trustee such security or
indemnity as may be required by them to save each of them harmless, then, in the
absence of notice to the Company or the Trustee that such Security has been
acquired by a bona fide purchaser, the Company shall execute and upon a Company
Order, the Trustee shall authenticate and deliver, in exchange for any such
mutilated Security or in lieu of any such destroyed, lost or stolen Security, a
new Security of like tenor and principal amount, bearing a certificate number
not contemporaneously outstanding.

                  In case any such mutilated, destroyed, lost or stolen Security
has become or is about to become due and payable, or is about to be purchased by
the Company pursuant to Article III hereof, the Company in its discretion may,
instead of issuing a new Security, pay or purchase such Security, in cash,
Ordinary Shares or a combination thereof as permitted in this Indenture, as the
case may be.

                  Upon the issuance of any new Securities under this Section
2.7, 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 issued pursuant to this Section 2.7 in lieu
of any mutilated, destroyed, lost or stolen Security shall constitute an
original additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Security shall be at any time enforceable by anyone,
and shall be entitled to all benefits of this Indenture equally and
proportionately with any and all other Securities duly issued hereunder.

<PAGE>
                                                                              14

                  The provisions of this Section 2.7 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities.

                  Section 2.8 OUTSTANDING SECURITIES; DETERMINATIONS OF HOLDERS'
ACTION. Securities outstanding at any time are all the Securities authenticated
by the Trustee except for those cancelled by it, those paid pursuant to Section
2.6(a), those delivered to it for cancellation and those described in this
Section 2.8 as not outstanding. A Security does not cease to be outstanding
because the Company or an Affiliate thereof holds the Security; provided,
however, that in determining whether the Holders of the requisite principal
amount of Securities have given or concurred in any request, demand,
authorization, direction, notice, consent, waiver or other action hereunder,
Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or such other obligor shall be disregarded and deemed
not to be outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent, waiver or other action, only Securities which a Responsible
Officer of the Trustee actually knows to be so owned shall be so disregarded.
Subject to the foregoing, only Securities outstanding at the time of such
determination shall be considered in any such determination (including, without
limitation, determinations pursuant to Articles VI and IX).

                  If a Security is replaced pursuant to Section 2.6, it ceases
to be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

                  If the Paying Agent holds, in accordance with this Indenture,
on a Redemption Date, or on the Business Day following a Purchase Date or a
Change in Control Purchase Date, or on Stated Maturity, money or securities, if
permitted hereunder, sufficient to pay Securities payable on that date, then
immediately after such Redemption Date, Purchase Date, Change in Control
Purchase Date or Stated Maturity, as the case may be, such Securities shall
cease to be outstanding and interest, if any, on such Securities shall cease to
accrue and such Securities shall cease to be convertible; 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.

                  If a Security is converted in accordance with Article XII,
then from and after the time of conversion on the Conversion Date, such Security
shall cease to be outstanding and interest, if any, shall cease to accrue on
such Security.

                  Section 2.9 TEMPORARY SECURITIES. Pending the preparation of
definitive Securities, 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 conclusively evidenced by their execution of such Securities.
<PAGE>
                                                                              15

                  If temporary Securities are issued, the Company will cause
definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the Company designated for such purpose
pursuant to Section 2.3, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a like
principal amount of definitive Securities of authorized denominations. Until so
exchanged the temporary Securities shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities.

                  Section 2.10 CANCELLATION. All Securities surrendered for
payment, purchase by the Company pursuant to Article V, conversion, redemption
or registration of transfer or exchange shall, if surrendered to any person
other than the Trustee, be delivered to the Trustee and shall be promptly
cancelled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and all Securities
so delivered shall be promptly cancelled by the Trustee. The Company may not
issue new Securities to replace Securities it has paid or delivered to the
Trustee for cancellation or that any Holder has converted pursuant to Article
XII. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section 2.10, except as expressly
permitted by this Indenture. All cancelled Securities held by the Trustee shall
be disposed of by the Trustee in accordance with the Trustee's customary
procedure.

                  Section 2.11 PERSONS DEEMED OWNERS. Prior to due presentment
of a Security for registration of transfer, the Company, the Trustee and any
agent of the Company or the Trustee may treat the person in whose name such
Security is registered as the owner of such Security for the purpose of
receiving payment of principal of the Security or the payment of any Redemption
Price, Purchase Price or Change in Control Purchase Price in respect thereof,
and interest thereon, for the purpose of conversion and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

                  Section 2.12 GLOBAL SECURITIES. (a) Notwithstanding any other
provisions of this Indenture or the Securities, (A) transfers of a Global
Security, in whole or in part, shall be made only in accordance with Section 2.6
and Section 2.12(a)(i), (B) transfers of a beneficial interest in a Global
Security for a Certificated Security shall comply with Section 2.6 and Section
2.12(a)(ii) below, and (C) transfers of a Certificated Security shall comply
with Section 2.6 and Sections 2.12(a)(iii) and (iv) below.

                        (i) TRANSFER OF GLOBAL SECURITY. A Global Security may
         not be transferred, in whole or in part, to any person other than the
         Depositary or a nominee or any successor thereof, and no such transfer
         to any such other person may be registered; provided that this clause
         (i) shall not prohibit any transfer of a Security that is issued in
         exchange for a Global Security but is not itself a Global Security. No
         transfer of a Security to any person shall be effective under this
         Indenture or the Securities unless and until such Security has been
         registered in the name of such person. Nothing in this Section
         2.12(a)(i) shall prohibit or render ineffective any transfer of a
         beneficial interest
<PAGE>
                                                                              16


         in a Global Security effected in accordance with the other provisions
         of this Section 2.12(a).

                        (ii) RESTRICTIONS ON TRANSFER OF A BENEFICIAL INTEREST
         IN A GLOBAL SECURITY FOR A CERTIFICATED SECURITY. A beneficial interest
         in a Global Security may not be exchanged for a Certificated Security
         except if DTC is at any time unwilling or unable to continue as a
         Depositary and a successor Depositary is not appointed by the Company
         within 90 days and upon satisfaction of the requirements set forth
         below. Upon receipt by the Trustee of a transfer of a beneficial
         interest in a Global Security in accordance with Applicable Procedures
         for a Certificated Security in the form satisfactory to the Trustee,
         together with:

                        (A) so long as the Securities are Restricted Securities,
                        certification in the form set forth in Exhibit B;

                        (B) written instructions to the Trustee to make, or
                        direct the Registrar to make, an adjustment on its books
                        and records with respect to such Global Security to
                        reflect a decrease in the aggregate principal amount or
                        Accreted Value of the Securities represented by the
                        Global Security, such instructions to contain
                        information regarding the Depositary account to be
                        credited with such decrease; and

                        (C) if the Company so requests, an opinion of counsel or
                        other evidence reasonably satisfactory to it as to the
                        compliance with the restrictions set forth in the
                        Legend, then the Trustee shall cause, or direct the
                        Registrar to cause, in accordance with the standing
                        instructions and procedures existing between the
                        Depositary and the Registrar, the aggregate principal
                        amount at maturity of the Securities represented by the
                        Global Security to be decreased by the aggregate
                        principal amount at maturity of the Certificated
                        Security to be issued, shall issue such Certificated
                        Security and shall debit or cause to be debited to the
                        account of the person specified in such instructions a
                        beneficial interest in the Global Security equal to the
                        principal amount at maturity of the Certificated
                        Security so issued.

                        (iii) TRANSFER AND EXCHANGE OF CERTIFICATED SECURITIES.
         When Certificated Securities are presented to the Registrar with a
         request:

                        (y) to register the transfer of such Certificated
                        Securities; or

                        (z) to exchange such Certificated Securities for an
equal principal amount at maturity of Certificated Securities of other
authorized denominations,

the Registrar shall register the transfer or make the exchange as requested if
its reasonable requirements for such transaction are met; provided, however,
that the Certificated Securities surrendered for transfer or exchange:


<PAGE>
                                                                              17


         (1) shall be duly endorsed or accompanied by a written instrument of
             transfer in form reasonably satisfactory to the Company and the
             Registrar, duly executed by the Holder thereof or his attorney duly
             authorized in writing; and

         (2) so long as such Securities are Restricted Securities, such
             Securities are being transferred or exchanged pursuant to an
             effective registration statement under the Securities Act or
             pursuant to clause (A), (B) or (C) below, and are accompanied by
             the following additional information and documents, as applicable:

             (A) if such Certificated Securities are being delivered to the
             Registrar by a Holder for registration in the name of such Holder,
             without transfer, a certification from such Holder to that effect;
             or

             (B) if such Certificated Securities are being transferred to the
             Company, a certification to that effect; or

             (C) if such Certificated Securities are being transferred pursuant
             to an exemption from registration, (i) a certification to that
             effect (in the form set forth in Exhibit B, if applicable) and (ii)
             if the Company so requests, an opinion of counsel in form and
             substance reasonably satisfactory to it or other evidence in form
             and substance reasonably satisfactory to it as to the compliance
             with the restrictions set forth in the Legend.

             (iv) RESTRICTIONS ON TRANSFER OF A CERTIFICATED SECURITY FOR A
     BENEFICIAL INTEREST IN A GLOBAL SECURITY. A Certificated Security may not
     be exchanged for a beneficial interest in a Global Security except upon
     satisfaction of the requirements set forth below.

         Upon receipt by the Trustee of a Certificated Security, duly endorsed
or accompanied by appropriate instruments of transfer, in form satisfactory to
the Trustee, together with:

         (I) so long as the Securities are Restricted Securities, certification,
         in the form set forth in Exhibit B, that such Certificated Security is
         being transferred to a QIB in accordance with Rule 144A; and

         (II) written instructions directing the Trustee to make, or to direct
         the Registrar to make, an adjustment on its books and records with
         respect to such Global Security to reflect an increase in the aggregate
         principal amount at maturity of the Securities represented by the
         Global Security, such instructions to contain information regarding the
         Depositary account to be credited with such increase, then the Trustee
         shall cancel such Certificated Security and cause, or direct the
         Registrar to cause, in accordance with the standing instructions and
         procedures existing between the
<PAGE>
                                                                              18

         Depositary and the Registrar, the aggregate principal amount at
         maturity of Securities represented by the Global Security to be
         increased by the aggregate principal amount at maturity of the
         Certificated Security to be exchanged, and shall credit or cause to be
         credited to the account of the person specified in such instructions a
         beneficial interest in the Global Security equal to the principal
         amount at maturity of the Certificated Security so cancelled. If no
         Global Securities are then outstanding, the Company shall issue and the
         Trustee shall authenticate, upon written order of the Company in the
         form of an Officers' Certificate, a new Global Security in the
         appropriate principal amount at maturity.

         (b) Subject to the succeeding paragraph (c), every Security shall be
subject to the restrictions on transfer provided in the Legend including the
delivery of an opinion of counsel, if so provided. Whenever any Restricted
Security is presented or surrendered for registration of transfer or for
exchange for a Security registered in a name other than that of the Holder, such
Security must be accompanied by a certificate in substantially the form set
forth in Exhibit B, dated the date of such surrender and signed by the Holder of
such Security, as to compliance with such restrictions on transfer. The
Registrar shall not be required to accept for such registration of transfer or
exchange any Security not so accompanied by a properly completed certificate.

         (c) The restrictions imposed by the Legend upon the transferability of
any Security shall cease and terminate when such Security has been sold pursuant
to an effective registration statement under the Securities Act or transferred
in compliance with Rule 144 under the Securities Act (or any successor provision
thereto) or, if earlier, upon the expiration of the holding period applicable to
sales thereof under Rule 144(k) under the Securities Act (or any successor
provision). Any Security as to which such restrictions on transfer shall have
expired in accordance with their terms or shall have terminated may, upon a
surrender of such Security for exchange to the Registrar in accordance with the
provisions of this Section 2.12 (accompanied, in the event that such
restrictions on transfer have terminated by reason of a transfer in compliance
with Rule 144 or any successor provision, by an opinion of counsel having
substantial experience in practice under the Securities Act and otherwise
reasonably acceptable in form and substance to the Company, addressed to the
Company, to the effect that the transfer of such Security has been made in
compliance with Rule 144 or such successor provision), be exchanged for a new
Security, of like tenor and aggregate principal amount, which shall not bear the
restrictive Legend. The Company shall inform the Trustee of the effective date
of any registration statement registering the Securities under the Securities
Act. The Trustee shall not be liable for any action taken or omitted to be taken
by it in good faith in accordance with the aforementioned opinion of counsel or
registration statement.

         (d) As used in the preceding two paragraphs of this Section 2.12, the
term "transfer" encompasses any sale, pledge, transfer, loan, hypothecation, or
other disposition of any Security.
<PAGE>
                                                                              19


         (e) The provisions of clauses (1), (2), (3) and (4) below shall apply
only to Global Securities:

         (1) Notwithstanding any other provisions of this Indenture or the
             Securities, a Global Security shall not be exchanged in whole or in
             part for a Security registered in the name of any person other than
             the Depositary or one or more nominees thereof, provided that a
             Global Security may be exchanged for Securities registered in the
             names of any person designated by the Depositary in the event that
             (i) the Depositary has notified the Company that it is unwilling or
             unable to continue as Depositary for such Global Security or such
             Depositary has ceased to be a "clearing agency" registered under
             the Exchange Act, and a successor Depositary is not appointed by
             the Company within 90 days or (ii) an Event of Default has occurred
             and is continuing with respect to the Securities. Any Global
             Security exchanged pursuant to clause (i) above shall be so
             exchanged in whole and not in part, and any Global Security
             exchanged pursuant to clause (ii) above may be exchanged in whole
             or from time to time in part as directed by the Depositary. Any
             Security issued in exchange for a Global Security or any portion
             thereof shall be a Global Security; provided that any such Security
             so issued that is registered in the name of a person other than the
             Depositary or a nominee thereof shall not be a Global Security.

         (2) Securities issued in exchange for a Global Security or any portion
             thereof shall be issued in definitive, fully registered form,
             without interest coupons, shall have an aggregate principal amount
             at maturity equal to that of such Global Security or portion
             thereof to be so exchanged, shall be registered in such names and
             be in such authorized denominations as the Depositary shall
             designate and shall bear the applicable legends provided for
             herein. Any Global Security to be exchanged in whole shall be
             surrendered by the Depositary to the Trustee, as Registrar. With
             regard to any Global Security to be exchanged in part, either such
             Global Security shall be so surrendered for exchange or, if the
             Trustee is acting as custodian for the Depositary or its nominee
             with respect to such Global Security, the principal amount at
             maturity thereof shall be reduced, by an amount equal to the
             portion thereof to be so exchanged, by means of an appropriate
             adjustment made on the records of the Trustee. Upon any such
             surrender or adjustment, the Trustee shall authenticate and deliver
             the Security issuable on such exchange to or upon the order of the
             Depositary or an authorized representative thereof.

         (3) Subject to the provisions of clause (5) below, the registered
             Holder may grant proxies and otherwise authorize any person,
             including Agent Members (as defined below) and persons that may
             hold interests through Agent Members, to take any action which a
             holder is entitled to take under this Indenture or the Securities.

         (4) In the event of the occurrence of any of the events specified in
             clause (1) above, the Company will promptly make available to the
             Trustee a
<PAGE>
                                                                              20


             reasonable supply of Certificated Securities in definitive, fully
             registered form, without interest coupons.

         (5) Neither any members of, or participants in, the Depositary
             (collectively, the "Agent Members") nor any other persons on whose
             behalf Agent Members may act shall have any rights under this
             Indenture with respect to any Global Security registered in the
             name of the Depositary or any nominee thereof, or under any such
             Global Security, and the Depositary or such nominee, as the case
             may be, may be treated by the Company, the Trustee and any agent of
             the Company or the Trustee as the absolute owner and holder of such
             Global Security for all purposes whatsoever. Notwithstanding the
             foregoing, nothing herein shall prevent the Company, the Trustee or
             any agent of the Company or the Trustee from giving effect to any
             written certification, proxy or other authorization furnished by
             the Depositary or such nominee, as the case may be, or impair, as
             between the Depositary, its Agent Members and any other person on
             whose behalf an Agent Member may act, the operation of customary
             practices of such Persons governing the exercise of the rights of a
             holder of any Security.

         Section 2.13 CUSIP NUMBERS. The Company may issue the Securities with
one or more "CUSIP" numbers (if then generally in use), and, if so, the Trustee
shall use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the CUSIP numbers.

         Section 2.14 ORIGINAL ISSUE DISCOUNT. The Trustee on behalf of the
Holders agrees (i) that for United States federal income tax purposes the
Securities will be treated as indebtedness subject to the Treasury regulations
governing contingent payment debt instruments, (ii) that the Holders will report
original issue discount and interest on the Securities in accordance with the
Company's determination of both the "comparable yield" and the "projected
payment schedule" and (iii) to be bound by the Company's application of the
Treasury regulations that govern contingent payment debt instruments. For this
purpose, the "comparable yield" for the Securities is 7.04 % compounded
semi-annually and the "projected payment schedule" may be obtained by contacting
the Company at the address set forth in Section 13.2. The Company shall file
with the Trustee no later than the end of each calendar year (i) a written
notice specifying the amount of original issue discount (including daily rates
and accrual periods) accrued on outstanding Securities as of the end of such
year and (ii) such other specific information relating to such original issue
discount as may then be relevant under the Internal Revenue Code of 1986, as
amended from time to time.
<PAGE>
                                                                              21


                                  ARTICLE III

                            CONTINGENT CASH INTEREST

                  Section 3.1 CONTINGENT CASH INTEREST.

                  Commencing after September 7, 2004 the Company shall make
Contingent Cash Interest payments to the Holders of Securities, as described
below, during any six month period from September 7 to March 6 (inclusive) and
from March 7 to September 6 (inclusive) (each a "Semiannual Period") if, but
only if, the average Securities' Market Price of one Security for the five
Trading Days in the relevant Five-Trading-Day Measurement Period equals 120% or
more of the Accreted Value of such Security to the day immediately preceeding
the first day of the applicable Semiannual Period. During any Semiannual Period
when Contingent Cash Interest is payable pursuant to this section, each
Contingent Cash Interest payment due and payable pursuant to this section on
each $1,000 principal amount at maturity of Securities shall be calculated for
any quarterly period of the applicable Semiannual Period, and in each instance
shall equal the greater of (i) $ .46 multiplied by 5.277 or (ii) the sum of all
Regular Cash Dividends paid by the Company per share on the Ordinary Shares
during the applicable quarter of such Semiannual Period multiplied by the then
aplicable Conversion Rate.

                  Contingent Cash Interest shall accrue as of the 15th day
preceding the last day of the relevant Semiannual Period (each a "Contingent
Cash Interest Record Date"), or, if the Company pays Regular Cash Dividends on
its Ordinary Shares during a quarter within the relevant Semiannual Period, as
of the Ordinary Shares Record Date (as defined below). If the Company only pays
Regular Cash Dividends for one quarter within the relevant Semiannual Period,
the remaining Contingent Cash Interest will accrue and be payable as of the
Contingent Cash Interest Record Date.

                  Accrued and unpaid Contingent Cash Interest, if any, shall be
paid on the last day of such Semiannual Period or, if the Company pays a Regular
Cash Dividend on the Ordinary Shares during a Semiannual Period, on the payment
date for the related Ordinary Shares dividend (in each case, a "Contingent Cash
Interest Payment Date").

                  The Original Issue Discount of the Securities will continue to
accrue whether or not Contingent Cash Interest payments are made or any
Contingent Additional Principal accrues.

                  Section 3.2 PAYMENT OF CONTINGENT CASH INTEREST.

                  (a) If applicable, Contingent Cash Interest on any Security
that is payable, and is punctually paid or duly provided for, on any Contingent
Cash Interest Payment Date shall be paid to the person in whose name that
Security is registered on the Contingent Cash Interest Record Date or the
Ordinary Shares Record Date, as applicable, at the office or agency of the
Company maintained for such purpose. Each payment of Contingent Cash Interest on
any Security shall be paid (A) if such Security is held in the form of a Global
Security, in same-day funds by transfer to an account maintained by the payee
located inside the United States, or (B) if such Security is held in the form of
a Certificated Security, by check, mailed to the address of such Holder as set
forth in the Security Register. In the case of a Global Security, Contingent

<PAGE>
                                                                              22

Cash Interest payable, will be paid on the applicable Contingent Cash Interest
Payment Date to the Depositary with respect to that portion of such Global
Security held for its account by Cede & Co., for the purpose of permitting such
party to credit the interest received by it in respect of such Global Security
to the accounts of the beneficial owners thereof.

                  (b) Any Contingent Cash Interest on any Security that is
payable, but is not punctually paid or duly provided for, within 30 days
following any Contingent Cash Interest Payment Date (herein called "Defaulted
Interest", which term shall include any accrued and unpaid interest that has
accrued on such defaulted amount), shall forthwith cease to be payable to the
registered Holder thereof on the relevant Record Date or Contingent Cash
Interest Record Date, as applicable, by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company at its election in each case,
as provided in clause (i) or (ii) below:

                      (i) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Securities are registered
         at the close of business on a special record date for the payment of
         such Defaulted Interest, which shall be fixed in the following manner.
         The Company shall notify the Trustee in writing of the amount of
         Defaulted Interest proposed to be paid on each Security and the date of
         the proposed payment (which shall not be less than 20 days after such
         notice is received by the Trustee), and at the same time the Company
         shall deposit with the Trustee an amount of money equal to the
         aggregate amount proposed to be paid in respect of such Defaulted
         Interest or shall make arrangements satisfactory to the Trustee for
         such deposit on or 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 (the "Special
         Record Date") for the payment of such Defaulted Interest which shall be
         not more than 15 days and not less than ten (10) days prior to the date
         of the proposed payment and not less than 10 days after the receipt by
         the Trustee of the notice of the proposed payment. The Trustee shall
         promptly notify the Company of such Special Record Date and, in the
         name and at the expense of the Company, shall cause notice of the
         proposed payment of such Defaulted Interest and the Special Record Date
         therefor to be mailed, first-class postage prepaid, to each Holder of
         Securities at his address as it appears on the list of Securityholders
         maintained pursuant to Section 2.5, not less than 10 days prior to such
         Special Record Date. The Trustee may, in its discretion, in the name
         and at the expense of the Company, cause a similar notice to be
         published at least once in The Wall Street Journal, but such
         publications shall not be a condition precedent to the establishment of
         such Special Record Date. Notice of the proposed payment of such
         Defaulted Interest and the Special Record Date therefor having been
         mailed as aforesaid, such Defaulted Interest shall be paid to the
         persons in whose names the Securities are registered at the close of
         business on such Special Record Date and shall no longer be payable
         pursuant to the following clause (ii).

                      (ii) The Company may make payment of any Defaulted
         Interest on the Securities in any lawful manner not inconsistent with
         the requirements of any securities exchange on which such Securities
         may be listed, and upon such notice as may be required by such
         exchange, if, after notice given by the Company to the Trustee of the


<PAGE>
                                                                              23

         proposed payment pursuant to this clause, such manner of payment shall
         be deemed practicable by the Trustee.

         As used in this Article III, "Five-Trading-Day Measurement Period"
means the five consecutive Trading Days ending on the third Trading Day
immediately preceding the first day of the applicable Semiannual Period;
provided, however, that if the Company declares a dividend for which the record
date (the "Ordinary Shares Record Date") falls prior to the first day of the
next Semiannual Period, but the payment date for such dividend for the Ordinary
Shares falls within such Semiannual Period, then the "Five-Trading-Day
Measurement Period" shall mean the five consecutive Trading Days ending on the
third Trading Day immediately preceding such Ordinary Shares Record Date.
"Securities' Market Price" means, as of any date of determination, the average
of the secondary market bid quotations per $1,000 principal amount at maturity
of Securities obtained by the Bid Solicitation Agent for $10 million principal
amount at maturity of Securities at approximately 4:00 p.m., New York City time,
on such determination date from three independent nationally recognized
securities dealers (none of which shall be an Affiliate of the Company) selected
by the Company; provided, however, if (a) at least three such bids are not
obtained by the Bid Solicitation Agent or (b) in the Company's reasonable
judgment, the bid quotations are not indicative of the secondary market value of
the Securities as of such determination date, then the Securities' Market Price
for such determination date shall equal the product of (i) the Conversion Rate
in effect as of such determination date multiplied by (ii) the average Sale
Price of the Ordinary Shares for the five consecutive Trading Days ending on
such determination date, appropriately adjusted to take into account the
occurrence, during the period commencing on the first of such Trading Days
during such five Trading Day period and ending on such determination date, of
any event described in Sections 12.6, 12.7, 12.8 or 12.9 (subject to the
conditions set forth in Section 12.10).

         Section 3.3 NOTICE.

         Upon determination that Holders of Securities will be entitled to
receive Contingent Cash Interest during a Semiannual Period, prior to the start
of such Semiannual Period, the Company will disseminate a press release through
Dow Jones & Company, Inc. or Bloomberg Business News containing this information
or publish the information on its Web site or through such other public medium
as it may use at that time.

                                   ARTICLE IV

                         CONTINGENT ADDITIONAL PRINCIPAL

         Section 4.1 CONTINGENT ADDITIONAL PRINCIPAL.

         On September 7, 2002 and September 7, 2003, if the Sale Price of the
Ordinary Shares is at or below the Ordinary Shares Threshold Price (as set forth
in the first column under the schedule below) for at least 20 Trading Days
during the Thirty-Trading-Day Measurement Period prior to that date, Contingent
Additional Principal shall accrue on the Securities commencing on such date at a
rate of either 0.50% or .645% per year, computed on a semiannual bond equivalent
basis, on the sum of the issue price plus accrued Original Issue Discount to
such date for a period of one year, in accordance with the schedule set forth
below:
<PAGE>
                                                                              24


                                September 7, 2002
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
              Ordinary Shares Threshold Price              Contingent Additional    Adjusted Yield
   (expressed as a percentage of the Accreted Conversion         Principal
                 Price of the Securities)
<S>                                                                <C>              <C>
--------------------------------------------------------------------------------------------------------
               Equal to or less than 69% and                        .50%            3.375%
                     greater than 65%
--------------------------------------------------------------------------------------------------------
                 Equal to or less than 65%                         .645%            3.52%
--------------------------------------------------------------------------------------------------------
</TABLE>

                                September 7, 2003
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------- --------------------
             Ordinary Shares Threshold Price              Contingent Additional     Adjusted Yield
  (expressed as a percentage of the Accreted Conversion         Principal
                Price of the Securities)
--------------------------------------------------------------------------------------------------------
<S>                                                                <C>              <C>
              Equal to or less than 75% and                        .50%             3.375%
                    greater than 72%
----------------------------------------------------------------------------------- --------------------
                Equal to or less than 72%                         .645%             3.52%
----------------------------------------------------------------------------------- --------------------
</TABLE>

                  As used in this Article IV, "Thirty-Trading-Day Measurement
Period" means the 30 consecutive Trading Days ending three Trading Days prior to
September 7, 2002 and September 7, 2003, as the case may be.

                  No Contingent Additional Principal will accrue after September
7, 2004.

                  Section 4.2 PAYMENT OF CONTINGENT ADDITIONAL PRINCIPAL.

                  If payable, the Contingent Additional Principal shall be paid
on the Stated Maturity of the Securities. Contingent Additional Principal shall
be calculated on a semiannual bond equivalent basis, using a 360-day year
consisting of twelve 30-day months.

                  Section 4.3 NOTICE.

                  In the event that any Contingent Additional Principal accrues
on the Securities, the Company will disseminate a press release through Dow
Jones & Company, Inc. or Bloomberg Business News containing this information or
publish the information on its Web site or through such other public medium as
it may use at that time. The Company shall also notify the Trustee annually in
writing, at such time that the Company files with the Trustee its annual reports
or other information or documents pursuant to Section 6.2 of the Indenture, of
any accrual of Contingent Additional Principal and the resulting increase in the
principal amount at maturity per Security. Following its receipt of such notice,
the Trustee shall provide such information to DTC for dissemination to the
participants of DTC.

<PAGE>
                                                                              25

                                   ARTICLE V

                            REDEMPTION AND PURCHASES

                  Section 5.1 COMPANY'S RIGHT TO REDEEM; NOTICES TO TRUSTEE. The
Company, at its option, may redeem the Securities in accordance with the
provisions of Paragraph 7 of the Securities. If the Company elects to redeem
Securities pursuant to Paragraph 7 of the Securities, it shall notify the
Trustee in writing of the Redemption Date, the principal amount at maturity of
Securities to be redeemed and the Redemption Price.

                  The Company shall give the notice to the Trustee provided for
in this Section 5.1 by a Company Order, at least 20 days before the Redemption
Date (unless a shorter notice shall be satisfactory to the Trustee).

                  Section 5.2 SELECTION OF SECURITIES TO BE REDEEMED. If less
than all of the Securities are to be redeemed, unless the procedures of the
Depositary provide otherwise, the Trustee shall select the Securities to be
redeemed by lot, on a pro rata basis or by another method the Trustee considers
fair and appropriate (so long as such method is not prohibited by the rules of
any stock exchange on which the Securities are then listed). The Trustee shall
make the selection at least 15 days but not more than 60 days before the
Redemption Date from outstanding Securities not previously called for
redemption. The Trustee may select for redemption portions of the principal
amount at maturity of Securities that have denominations larger than $1,000.

                  Securities and portions of Securities that the Trustee selects
shall be in principal amounts at maturity of $1,000 or an integral multiple of
$1,000. Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption. The
Trustee shall notify the Company promptly of the Securities or portions of the
Securities to be redeemed.

                  If any Security selected for partial redemption is converted
in part before termination of the conversion right with respect to the portion
of the Security so selected, the converted portion of such Security shall be
deemed (so far as may be) to be the portion selected for redemption. Securities
which have been converted during a selection of Securities to be redeemed may be
treated by the Trustee as outstanding for the purpose of such selection.

                  Section 5.3 NOTICE OF REDEMPTION. At least 15 days but not
more than 60 days before a Redemption Date, the Company or the Trustee shall
mail a notice of redemption by first-class mail, postage prepaid, to each Holder
of Securities to be redeemed.

                  The notice shall identify the Securities to be redeemed and
shall state:

                  (1) the Redemption Date;

                  (2) the Redemption Price;

                  (3) the then existing Conversion Rate;

<PAGE>
                                                                              26


                  (4)  the name and address of the Paying Agent and the
                       Conversion Agent;

                  (5)  that Securities called for redemption may be converted at
                       any time before the close of business on the date that is
                       two Business Days prior to the Redemption Date;

                  (6)  that Holders who want to convert their Securities must
                       satisfy the requirements set forth in Paragraph 10 of the
                       Securities;

                  (7)  that Securities called for redemption must be surrendered
                       to the Paying Agent to collect the Redemption Price;

                  (8)  if fewer than all of the outstanding Securities are to be
                       redeemed, the certificate numbers, if any, and principal
                       amounts of the particular Securities to be redeemed;

                  (9)  that, unless the Company defaults in making payment of
                       such Redemption Price, interest, if any, on Securities
                       called for redemption will cease to accrue on and after
                       the Redemption Date; and

                  (10) the CUSIP number(s) of the Securities.

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense, provided that the
Company makes such request at least three Business Days prior to the date by
which such notice of redemption must be given to Holders in accordance with this
Section 5.3.

                  Section 5.4 EFFECT OF NOTICE OF REDEMPTION. Once notice of
redemption is given, Securities called for redemption become due and payable on
the Redemption Date and at the Redemption Price stated in the notice except for
Securities which are converted in accordance with the terms of this Indenture.
Upon surrender to the Paying Agent, such Securities shall be paid at the
Redemption Price stated in the notice.

                  Section 5.5 DEPOSIT OF REDEMPTION PRICE. Prior to 10:00 a.m.
(New York City time), on the Redemption Date, the Company shall deposit with the
Paying Agent (or if the Company or a Subsidiary or an Affiliate of any of them
is the Paying Agent, shall segregate and hold in trust) money sufficient to pay
the Redemption Price of all Securities to be redeemed on that date other than
Securities or portions of Securities called for redemption which on or prior
thereto have been delivered by the Company to the Trustee for cancellation or
have been converted. The Paying Agent shall as promptly as practicable return to
the Company any money not required for that purpose because of conversion of
Securities pursuant to Article XII. If such money is then held by the Company in
trust and is not required for such purpose it shall be discharged from such
trust.

                  Section 5.6 SECURITIES REDEEMED IN PART. Upon surrender of a
Security that is redeemed in part, the Company shall execute and the Trustee
shall authenticate and deliver to the Holder a new Security in an authorized
denomination equal in principal amount at maturity to the unredeemed portion of
the Security surrendered.
<PAGE>
                                                                              27

                  Section 5.7 REPURCHASE OF SECURITIES BY THE COMPANY AT OPTION
OF THE HOLDER. (a) General. Securities shall be purchased by the Company
pursuant to Paragraph 9 of the Securities at the option of the Holder on
September 7, 2002, September 7, 2003, September 7, 2004, September 7, 2006,
September 7, 2008, September 7, 2011 and September 7, 2016 or the next Business
Day following such dates to the extent such dates are not Business Days (each, a
"Purchase Date"), at the Accreted Value plus accrued and unpaid Contingent Cash
Interest, if any, to the Purchase Date (the "Purchase Price"). Purchases of
Securities hereunder shall be made, at the option of the Holder thereof, upon:

                  (1)  delivery to the Paying Agent by the Holder of a written
                       notice of purchase (a "Purchase Notice") during the
                       period beginning at any time from the opening of business
                       on the date that is 20 Business Days prior to the
                       relevant Purchase Date until the close of business on the
                       last day prior to such Purchase Date stating:

                       (A) the certificate number of the Security which the
                       Holder will deliver to be purchased or, if the Security
                       is not certificated, the notice must comply with the
                       appropriate Depositary procedures;

                       (B) the portion of the principal amount at maturity of
                       the Security which the Holder will deliver to be
                       purchased, which portion must be in principal amounts at
                       maturity of $1,000 or an integral multiple thereof,

                       (C) that such Security shall be purchased by the Company
                       as of the Purchase Date pursuant to the terms and
                       conditions specified in Paragraph 9 of the Securities and
                       in this Indenture, and

                       (D) in the event the Company elects, pursuant to Section
                       5.7(b), to pay the Purchase Price, in whole or in part,
                       in Ordinary Shares but such portion of the Purchase Price
                       shall ultimately be paid to such Holder entirely in cash
                       because any of the conditions to payment of the Purchase
                       Price in Ordinary Shares is not satisfied prior to the
                       close of business on the last day prior to the relevant
                       Purchase Date, as set forth in Section 5.7(d), whether
                       such Holder elects (i) to withdraw such Purchase Notice
                       as to some or all of the Securities to which such
                       Purchase Notice relates (stating the principal amount and
                       certificate numbers, if any, of the Securities as to
                       which such withdrawal shall relate), or (ii) to receive
                       cash in respect of the entire Purchase Price for all
                       Securities (or portions thereof) to which such Purchase
                       Notice relates; and

                  (2)  delivery of such Security to the Paying Agent prior to,
                       on or after the Purchase Date (together with all
                       necessary endorsements) at the offices of the Paying
                       Agent, such delivery being a condition to receipt by the
                       Holder of the Purchase Price therefor; provided, however,
                       that such Purchase Price shall be so paid pursuant to
                       this Section 5.7 only if the Security so delivered to the
                       Paying Agent shall conform in all respects to the
                       description thereof in the related Purchase Notice, as
                       determined by the Company.
<PAGE>
                                                                              28


                  If a Holder, in such Holder's Purchase Notice and in any
written notice of withdrawal delivered by such Holder pursuant to the terms of
Section 5.9, fails to indicate such Holder's choice with respect to the election
set forth in clause (D) of Section 5.7(a)(1), such Holder shall be deemed to
have elected to receive cash in respect of the entire Purchase Price for all
Securities subject to such Purchase Notice in the circumstances set forth in
such clause (D).

                  The Company shall purchase from the Holder thereof, pursuant
to this Section 5.7, a portion of a Security, if the principal amount at
maturity of such portion is $1,000 or an integral multiple of $1,000. Provisions
of this Indenture that apply to the purchase of all of a Security also apply to
the purchase of such portion of such Security.

                  Any purchase by the Company contemplated pursuant to the
provisions of this Section 5.7 shall be consummated by the delivery to the
Paying Agent of the consideration to be received by the Holder promptly
following the later of the Purchase Date and the time of delivery of the
Security.

                  Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Purchase Notice contemplated by this Section
5.7(a) shall have the right to withdraw such Purchase Notice at any time prior
to the close of business on the last day prior to the Purchase Date by delivery
of a written notice of withdrawal to the Paying Agent in accordance with Section
5.9.

                  The Paying Agent shall promptly notify the Company of the
receipt by it of any Purchase Notice or written notice of withdrawal thereof.

                  (b) COMPANY'S RIGHT TO ELECT MANNER OF PAYMENT OF PURCHASE
PRICE FOR PAYMENT. The Securities to be purchased on any Purchase Date pursuant
to Section 5.7(a) may be paid for, in whole or in part, at the election of the
Company, in U.S. legal tender ("cash") or Ordinary Shares, or in any combination
of cash and Ordinary Shares, subject to the conditions set forth in Sections
5.7(c) and (d). The Company shall designate, in the Company Notice delivered
pursuant to Section 5.7(e), whether the Company will purchase the Securities for
cash or Ordinary Shares, or, if a combination thereof, the percentages of the
Purchase Price of Securities in respect of which it will pay in cash and in
Ordinary Shares; provided that the Company will pay cash for fractional
interests in Ordinary Shares. For purposes of determining the existence of
potential fractional interests, all Securities subject to purchase by the
Company held by a Holder shall be considered together (no matter how many
separate certificates are to be presented). Each Holder whose Securities are
purchased pursuant to this Section 5.7 shall receive the same percentage of cash
or Ordinary Shares in payment of the Purchase Price for such Securities, except
(i) as provided in Section 5.7(d) with regard to the payment of cash in lieu of
fractional Ordinary Shares and (ii) in the event that the Company is unable to
purchase the Securities of a Holder or Holders for Ordinary Shares because any
necessary qualifications or registrations of the Ordinary Shares under
applicable state securities laws cannot be obtained, the Company may purchase
the Securities of such Holder or Holders for cash. The Company may not change
its election with respect to the consideration (or components or percentages of
components thereof) to be paid once the Company has given its Company Notice to
Holders except pursuant to this Section 5.7(b) or pursuant to Section 5.7(d) in
the event of a failure to satisfy, prior to the close of


<PAGE>
                                                                              29


business on the last day prior to the Purchase Date, any condition to the
payment of the Purchase Price, in whole or in part, in Ordinary Shares.

                  At least three Business Days before each Company Notice Date,
the Company shall deliver an Officers' Certificate to the Trustee specifying:

                      (i)   the manner of payment selected by the Company,

                      (ii)  the information required by Section 5.7(e) in the
                            Company Notice,

                      (iii) if the Company elects to pay the Purchase Price, or
         a specified percentage thereof, in Ordinary Shares, that the conditions
         to such manner of payment set forth in Section 5.7(d) have been or will
         be complied with, and

                      (iv) whether the Company desires the Trustee to give the
         Company Notice required by Section 5.7(e).

                  (c) PURCHASE WITH CASH. At the option of the Company, the
         Purchase Price of Securities in respect of which a Purchase Notice
         pursuant to Section 5.7(a) has been given, or a specified percentage
         thereof, may be paid by the Company with cash equal to the aggregate
         Purchase Price of such Securities.

                  (d) PAYMENT BY ISSUANCE OF ORDINARY SHARES. At the option of
         the Company, the Purchase Price of Securities in respect of which a
         Purchase Notice pursuant to Section 5.7(a) has been given, or a
         specified percentage thereof, may be paid by the Company by the
         issuance of a number of Ordinary Shares equal to the quotient obtained
         by dividing (i) the portion of the Purchase Price to be paid in
         Ordinary Shares by (ii) the Market Price of one Ordinary Share as
         determined by the Company in the Company Notice, subject to the next
         succeeding paragraph.

                  The Company will not issue fractional Ordinary Shares in
payment of the Purchase Price. Instead, the Company will pay cash based on the
current Market Price for all fractional shares. The current market value of a
fractional share shall be determined to the nearest 1/1,000th of a share, by
multiplying the Market Price of a full Ordinary Share by the fractional amount
and rounding to the nearest whole cent. It is understood that if a Holder elects
to have more than one Security purchased, the number of Ordinary Shares shall be
based on the aggregate amount of Securities to be purchased.

                  If the Company elects to purchase the Securities in whole or
in part by the issuance of Ordinary Shares, the Company Notice, as provided in
Section 5.7(e), shall be sent to the Holders (and to beneficial owners as and to
the extent required by applicable law) not less than 20 Business Days prior to
such Purchase Date (the "Company Notice Date").

                  The Company's right to exercise its election to purchase
Securities through the issuance of Ordinary Shares shall be conditioned upon:

                      (i) the Company's having given timely Company Notice of an
         election to purchase all or a specified percentage of the Securities
         with Ordinary Shares as provided herein;
<PAGE>
                                                                              30

                      (ii) the registration of such Ordinary Shares under the
         Securities Act of 1933, as amended (the "Securities Act"), or the
         Securities Exchange Act of 1934, as amended (the "Exchange Act"), in
         each case, if required;

                      (iii) the listing of such Ordinary Shares on the principal
         national securities exchange (currently the NYSE) on which the Ordinary
         Shares are listed;

                      (iv) any necessary qualification or registration under
         applicable state securities laws or the availability of an exemption
         from such qualification and registration; and

                      (v) the receipt by the Trustee of an Officers' Certificate
         and an Opinion of Counsel each stating that (A) the terms of the
         issuance of the Ordinary Shares are in conformity with this Indenture
         and (B) the Ordinary Shares to be issued by the Company in payment of
         the Purchase Price in respect of Securities have been duly authorized
         and, when issued and delivered pursuant to the terms of this Indenture
         in payment of the Purchase Price in respect of the Securities, will be
         validly issued, fully paid and non-assessable and, to the best of such
         counsel's knowledge, free from preemptive rights, and, in the case of
         such Officers' Certificate, stating that the conditions above and the
         condition set forth in the second succeeding sentence have been
         satisfied and, in the case of such Opinion of Counsel, stating that the
         conditions in clauses (i) through (iv) above have been satisfied.

                  Such Officers' Certificate shall also set forth the number of
Ordinary Shares to be issued for each $1,000 principal amount at maturity of
Securities and the Sale Price of an Ordinary Share on each Trading Day during
the period beginning on the first Trading Day of the period during which the
Market Price is calculated and ending on the third Business Day prior to the
applicable Purchase Date. The Company may pay the Purchase Price (or any portion
thereof) in Ordinary Shares only if the information necessary to calculate the
Market Price is published in a daily newspaper of national circulation or is
otherwise publicly available or obtainable (e.g., by dissemination on the World
Wide Web or by other public means). If the foregoing conditions are not
satisfied with respect to a Holder or Holders prior to the close of business on
the last day prior to the Purchase Date, and the Company has elected to purchase
the Securities pursuant to this Section 5.7 through the issuance of Ordinary
Shares, the Company shall pay the entire Purchase Price of the Securities of
such Holder or Holders in cash.

                  The "Market Price" means the average of the Sale Prices of the
Ordinary Shares for the five consecutive Trading Day period ending on the third
Business Day prior to the applicable Purchase Date (if the third Business Day
prior to the applicable Purchase Date is a Trading Day, or if not, then on the
last Trading Day prior to the third Business Day), appropriately adjusted to
take into account the occurrence, during the period commencing on the first of
the Trading Days during the five Trading Day period and ending on the Purchase
Date, of any event described in Sections 12.6, 12.7 or 12.8; subject, however,
to the conditions set forth in Sections 12.10 and 12.11.

                  The "Sale Price" of the Ordinary Shares on any date means the
closing per share sale price (or, if no closing sale price is reported, the
average of the bid and ask prices or, if more


<PAGE>
                                                                              31

than one in either case, the average of the average bid and the average asked
prices) on such date as reported on the NYSE or, if the Ordinary Shares are not
listed on the NYSE, then on the principal other U.S. national or regional
securities exchange on which the Ordinary Shares then are listed, or if the
Ordinary Shares are not listed on a U.S. national or regional exchange, as
reported on the National Association of Securities Dealers Automated Quotation
System, or if the Ordinary Shares are not quoted on the National Association of
Securities Dealers Automated Quotation System, as reported on the principal
other market on which the Ordinary Shares are then traded. In the absence of
such quotations, the Company shall be entitled to determine the sales price on
the basis of such quotations as it considers appropriate.

                  Upon determination of the actual number of Ordinary Shares to
be issued upon redemption of Securities, the Company will disseminate a press
release through Dow Jones & Company, Inc. or Bloomberg Business News containing
this information or publish the information on the Company's Web site or through
such other public medium as the Company may use at that time.

                  (e) NOTICE OF ELECTION. In connection with any election by the
Company to pay the Purchase Price for the Securities in whole or in part by the
issuance of Ordinary Shares pursuant to Paragraph 9 of the Securities, the
Company shall give notice to Holders setting forth information specified in this
Section 5.7(e) (the "Company Notice").

                  The Company Notice shall:

                  (1) state that each Holder will receive Ordinary Shares with a
                      Market Price determined as of a specified date prior to
                      the Purchase Date equal to such specified percentage of
                      the Purchase Price of the Securities held by such Holder
                      (except any cash amount to be paid in lieu of fractional
                      shares);

                  (2) set forth the method of calculating the Market Price of
                      the Ordinary Shares; and

                  (3) state that because the Market Price of Ordinary Shares
                      will be determined prior to the Purchase Date, Holders of
                      the Securities will bear the market risk with respect to
                      the value of the Ordinary Shares to be received from the
                      date such Market Price is determined to the Purchase Date.

                  In any case, each Company Notice shall include a form of
Purchase Notice to be completed by a Holder and shall state:

                      (i) the Purchase Price and the then Conversion Rate;

                      (ii) the name and address of the Paying Agent and the
         Conversion Agent;

                      (iii) that Securities as to which a Purchase Notice has
         been given may be converted if they are otherwise convertible only in
         accordance with Article X hereof and Paragraph 10 of the Securities and
         if the applicable Purchase Notice has been withdrawn in accordance with
         the terms of this Indenture;

<PAGE>
                                                                              32

                      (iv) that Securities must be surrendered to the Paying
         Agent to collect payment;

                      (v) that the Purchase Price for any security as to which a
         Purchase Notice has been given and not withdrawn will be paid promptly
         following the later of the Purchase Date and the time of surrender of
         such Security as described in (iv);

                      (vi) the procedures the Holder must follow to exercise its
         right to require the Company to repurchase any of its Securities under
         this Section 5.7 and a brief description of those rights;

                      (vii) briefly, the conversion rights of the Securities;

                      (viii) the procedures for withdrawing a Purchase Notice
         (including, without limitation, for a conditional withdrawal pursuant
         to the terms of Section 5.7(a)(1)(D) or Section 5.9);

                      (ix) that, unless the Company defaults in making payment
         on Securities for which a Purchase Notice has been submitted, interest,
         if any, on such Securities will cease to accrue on and after the
         Purchase Date; and

                      (x) the CUSIP number of the Securities.

            At the Company's request, the Trustee shall give such Company Notice
in the Company's name and at the Company's expense; provided, however, that, in
all cases, the text of such Company Notice shall be prepared by the Company.

                  (f) COVENANTS OF THE COMPANY. All Ordinary Shares delivered
upon purchase of the Securities pursuant to Section 5.7 or Section 5.8 shall be
newly issued shares or treasury shares, shall be duly authorized, validly
issued, fully paid and nonassessable, and shall be free from preemptive rights
and free of any lien or adverse claim.

                  (g) PROCEDURE UPON PURCHASE. The Company shall deposit cash
(in respect of cash purchases under this Section 5.7 or for fractional
interests, as applicable) or Ordinary Shares, or a combination thereof, as
applicable, at the time and in the manner as provided in Section 5.10,
sufficient to pay the aggregate Purchase Price of all Securities to be purchased
pursuant to this Section 5.7. As soon as practicable after the Purchase Date,
the Company shall deliver to each Holder entitled to receive Ordinary Shares
through the Paying Agent, a certificate in global form for the number of full
Ordinary Shares issuable in payment of the Purchase Price and cash in lieu of
any fractional interests. The person in whose name the certificate in global
form for the Ordinary Shares is registered shall be treated as a holder of
record of the Ordinary Shares on the Business Day following the Purchase Date.
No payment or adjustment will be made for dividends on the Ordinary Shares on
the record date for which occurred on or prior to the Purchase Date.

                  (h) TAXES. If a Holder of a purchased Security is paid in
Ordinary Shares pursuant to this Section 5.7, the Company shall pay all stamp
and other duties, if any, which may be imposed by the United States or any
political subdivision thereof or taxing authority thereof


<PAGE>
                                                                              33


or therein with respect to the issuance of Ordinary Shares. However, the Holder
shall pay any such tax which is due because the Holder requests the Ordinary
Shares to be issued in a name other than the Holder's name. The Paying Agent may
refuse to deliver the certificates representing the Ordinary Shares being issued
in a name other than the Holder's name until the Paying Agent receives a sum
sufficient to pay any tax which will be due because the Ordinary Shares are to
be issued in a name other than the Holder's name. Nothing herein shall preclude
any income tax withholding required by law or regulations.

                  Section 5.8 PURCHASE OF SECURITIES AT OPTION OF THE HOLDER
UPON A CHANGE IN CONTROL. (a) If a Change in Control occurs, the Securities not
previously purchased by the Company shall be purchased by the Company, at the
option of the Holder thereof, at the Purchase Price on the Change in Control
Purchase Date (the "Change in Control Purchase Price"), as of the date that is
45 days after the date of the Change in Control Purchase Notice delivered by the
Company (the "Change in Control Purchase Date"), subject to satisfaction by or
on behalf of the Holder of the requirements set forth in Section 5.8(c).

                  A "Change in Control" shall be deemed to have occurred at such
time after the Securities are originally issued as either of the following
events shall occur:

                      (i) any person, including any syndicate or group deemed to
         be a "person" under Section 13(d)(3) of the Exchange Act, acquires
         beneficial ownership, directly or indirectly, through a purchase,
         merger or other acquisition transaction or series of transactions, of
         shares of the Company's Capital Stock entitling the person to exercise
         50% or more of the total voting power of all shares of the Company's
         Capital Stock that are entitled to vote generally in elections of
         directors, other than an acquisition by the Company, any of its
         Subsidiaries or any of its employee benefit plans and other than any
         transaction contemplated by clause (a)(ii)(B) of this Section 5.8; or

                      (ii) the Company merges or consolidates with or into any
         other person (other than a Subsidiary), any merger of another person
         (other than a Subsidiary) into the Company, or the Company conveys,
         sells, transfers or leases all or substantially all of its assets to
         another person (other than a Subsidiary), other than any transaction:
         (A) that does not result in any reclassification, conversion, exchange
         or cancellation of the Company's outstanding Ordinary Shares (other
         than the cancellation of any of the Company's outstanding Ordinary
         Shares held by the person with whom the Company merges or
         consolidates), or (B) pursuant to which the holders of the Company's
         Ordinary Shares immediately prior to the transaction have the
         entitlement to exercise, directly or indirectly, 50% or more of the
         total voting power of all shares of Capital Stock entitled to vote
         generally in the election of directors of the continuing or surviving
         corporation immediately after the transaction, or (C) which is effected
         solely to change the Company's jurisdiction of incorporation and
         results in a reclassification, conversion or exchange of the Company's
         outstanding Ordinary Shares solely into shares of common stock of the
         surviving entity.

Notwithstanding the foregoing provisions of this Section 5.8, a Change in
Control shall not be deemed to have occurred if (A) the closing price per
Ordinary Share on the NYSE or, if the Ordinary Shares are not listed on the
NYSE, on the principal other U.S. national or regional


<PAGE>
                                                                              34


securities exchange on which the Ordinary Shares are then listed, or if the
Ordinary Shares are not listed on a U.S. national or regional exchange, as
reported on the National Association of Securities Dealers Automated Quotation
System, of if the Ordinary Shares are not quoted on the National Association of
Securities Dealers Automated Quotation System, as reported on the principal
other market on which the Ordinary Shares are then traded, for any five trading
days within the period of 10 consecutive trading days ending immediately after
the later of the Change in Control or the public announcement of the Change in
Control, in the case of a Change in Control relating to an acquisition of
Capital Stock, or the period of 10 consecutive trading days ending immediately
before the Change in Control, in the case of a Change in Control relating to a
merger, consolidation or asset sale, equals or exceeds 105% of the conversion
price of the Securities in effect on each of those trading days or (B) all of
the consideration (excluding cash payments for fractional shares and cash
payments made pursuant to dissenters' appraisal rights) in a merger or
consolidation otherwise constituting a Change in Control under clause (i) and/or
clause (ii) above consists of shares of common stock traded on a national
securities exchange or quoted on the Nasdaq National Market (or will be so
traded or quoted immediately following the merger or consolidation) and as a
result of the merger or consolidation the Securities become convertible into
such common stock. For purposes of this Section 5.8, (x) the conversion price is
equal to $1,000 divided by the Conversion Rate, (y) whether a person is a
"beneficial owner" shall be determined in accordance with Rule 13d-3 under the
Exchange Act and (z) "person" includes any syndicate or group that would be
deemed to be a "person" under Section 13(d)(3) of the Exchange Act.

                  "Associate" shall have the meaning ascribed to such term in
Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as in
effect on the date hereof.

                  At the option of the Company, the Change in Control Purchase
Price of Securities in respect of which a Change in Control Purchase Notice
pursuant to Section 5.8(b) has been given may be paid by the Company by the
issuance of a number of Ordinary Shares equal to the quotient obtained by
dividing (i) the amount of cash to which the Holders would have been entitled
had the Company elected to pay all of the Change in Control Purchase Price of
such Securities in cash, by (ii) the product of (A) the Market Price of Ordinary
Shares, subject to the next succeeding paragraph and (B) 0.95.

         The Company will not issue fractional Ordinary Shares in payment of the
Change in Control Purchase Price. Instead the Company will pay cash based on the
current Market Price for all fractional shares. The current market value of a
fractional share shall be determined to the nearest 1/1,000th of a share, by
multiplying the Market Price of a full Ordinary Share by the fractional amount
and rounding to the nearest whole cent. It is understood that if a Holder elects
to have more than one Security purchased, the number of Ordinary Shares shall be
based on the aggregate amount of Securities to be purchased.

                  In the event that the Company is unable to purchase the
Securities of a Holder or Holders for Ordinary Shares because any necessary
qualifications or registrations of the Ordinary Shares under applicable state
securities laws cannot be obtained, the Company may purchase the Securities of
such Holder or Holders for cash. The Company may not change its election with
respect to the consideration to be paid once the Company has given its Change in
Control Notice to Securityholders except pursuant to this Section 5.8(a) or
pursuant to Section 5.8(b) in the


<PAGE>
                                                                              35


event of a failure to satisfy, prior to the close of business on the Change in
Control Purchase Date, any condition to the payment of the Change in Control
Purchase Price in Ordinary Shares.

                  At least three Business Days before the Change in Control
Notice Date (as defined below), the Company shall deliver an Officers'
Certificate to the Trustee specifying:

                  (i) the manner of payment selected by the Company;

                  (ii) the information required by Section 5.8(b);

                  (iii) if the Company elects to pay the Change in Control
Purchase Price in Ordinary Shares, that the conditions to such manner of payment
set forth in Section 5.8(a) have been or will be complied with; and

                  (iv) whether the Company desires the Trustee to give the
Change in Control Notice required by Section 5.8(b).

                  The Company's right to exercise its election to purchase
Securities through the issuance of Ordinary Shares shall be conditioned upon:

                  (i) the Company's giving of timely Change in Control Notice to
purchase all of the Securities with Ordinary Shares as provided herein;

                  (ii) the registration of such Ordinary Shares under the
Securities Act or the Exchange Act, in each case, if required;

                  (iii) such Ordinary Shares shall have been listed on the
principal national or regional securities exchange (currently the NYSE) on which
the Ordinary Shares are then listed, or if the Ordinary Shares are not listed on
a national or regional exchange, then on the National Association of Securities
Dealers Automated Quotation System, or if the Ordinary Shares are not quoted on
the National Association of Securities Dealers Automated Quotation System, then
on the principal other market on which the Ordinary Shares are then traded;

                  (iv) any necessary qualification or registration under
applicable state securities laws or the availability of an exemption from such
qualification and registration; and

                  (v) the receipt by the Trustee of an Officers' Certificate and
an Opinion of Counsel each stating that (A) the terms of the issuance of the
Ordinary Shares are in conformity with this Indenture and (B) the Ordinary
Shares to be issued by the Company in payment of the Change in Control Purchase
Price in respect of Securities have been duly authorized and, when issued and
delivered pursuant to the terms of this Indenture in payment of the Change in
Control Purchase Price in respect of the Securities, will be validly issued,
fully paid and non-assessable and, to the best of such counsel's knowledge, free
from preemptive rights, and, in the case of such Officers' Certificate, stating
that the conditions above and the condition set forth in the second succeeding
sentence have been satisfied and, in the case of such Opinion of Counsel,
stating that the conditions above have been satisfied.

<PAGE>
                                                                              36


                  Such Officers' Certificate shall also set forth (i) the number
of Ordinary Shares of to be issued for each $1,000 principal amount at maturity
of Securities, (ii) the Sale Price of an Ordinary Share on each Trading Day
during the period commencing on the first Trading Day of the period during which
the Market Price is calculated and ending on the third Business Day prior to the
Change in Control Purchase Date and (iii) the Market Price of the Ordinary
Shares. The Company may pay the Change in Control Purchase Price in Ordinary
Shares only if the information necessary to calculate the Market Price is
published in a daily newspaper of national circulation or is otherwise publicly
available or obtainable (e.g., by dissemination on the World Wide Web or by
other public means). If the foregoing conditions are not satisfied with respect
to a Holder or Holders prior to the close of business on the Change in Control
Purchase Date and the Company has elected to purchase the Securities pursuant to
this Section 5.8 through the issuance of Ordinary Shares, the Company shall pay
the entire Purchase Price of the Securities of such Holder or Holders in cash.

                  Upon determination of the actual number of Ordinary Shares to
be issued for each $1,000 principal amount at maturity of Securities (not later
than the third Business Day prior to the Change in Control Purchase Date), the
Company shall publish such determination through Dow Jones & Company, Inc. or
Bloomberg Business News or otherwise make such information publicly available.

                  (b) No later than 30 days after the occurrence of a Change in
Control, the Company shall mail a written notice of the Change in Control (the
"Change in Control Notice," the date of such mailing, the "Change in Control
Notice Date") by first-class mail to the Trustee and to each Holder (and to
beneficial owners as required by applicable law). The notice shall include a
form of Change in Control Purchase Notice to be completed by the Holder and
shall state:

                  (1)  briefly, the nature of the Change in Control and the date
                       of such Change in Control;

                  (2)  the date by which the Change in Control Purchase Notice
                       pursuant to this Section 5.8 must be given;

                  (3) the Change in Control Purchase Date;

                  (4)  the Change in Control Purchase Price;

                  (5)  the name and address of the Paying Agent and the
                       Conversion Agent;

                  (6)  the then existing Conversion Rate and any adjustments
                       thereto;

                  (7)  that the Securities as to which a Change in Control
                       Purchase Notice has been given may be converted if they
                       are otherwise convertible pursuant to Article XII hereof
                       only if the Change in Control Purchase Notice has been
                       withdrawn in accordance with the terms of this Indenture;

                  (8)  that the Securities must be surrendered to the Paying
                       Agent to collect payment;
<PAGE>
                                                                              37


                  (9)  that the Change in Control Purchase Price for any
                       Security as to which a Change in Control Purchase Notice
                       has been duly given and not withdrawn will be paid
                       promptly following the later of the Change in Control
                       Purchase Date and the time of surrender of such Security
                       as described in (8);

                  (10) briefly, the procedures the Holder must follow to
                       exercise rights under this Section 5.8;

                  (11) briefly, the conversion rights, if any, of the
                       Securities;

                  (12) the procedures for withdrawing a Change in Control
                       Purchase Notice;

                  (13) that, unless the Company defaults in making payment of
                       such Change in Control Purchase Price, interest, if any,
                       on Securities surrendered for purchase by the Company
                       will cease to accrue on and after the Change in Control
                       Purchase Date; and

                  (14) the CUSIP number(s) of the Securities.

                  In the event the Company has elected to pay the Change in
Control Purchase Price with Ordinary Shares, the Change in Control Notice shall:

                  (1) state that the Company will pay the Change in Control
Purchase Price with Ordinary Shares;

                  (2) set forth the method of calculating the number of Ordinary
Shares to be paid;

                  (3) state that because the Market Price of the Ordinary Shares
will be determined prior to the Change in Control Purchase Date, Holders of the
Securities will bear the market risk with respect to the value of the Ordinary
Shares to be received from the date such Market Price is determined to the
Change in Control Purchase Date.

                  (c) A Holder may exercise its rights specified in Section
5.8(a) upon delivery of a written notice of purchase (a "Change in Control
Purchase Notice") to the Paying Agent at any time on or prior to the 30th day
after the date the Company delivers its written Change in Control Purchase
Notice, stating:

                  (1)  the certificate number of the Security which the Holder
                       will deliver to be purchased or, if the Security is not
                       certificated, the notice must comply with the appropriate
                       Depositary procedures;

                  (2)  the portion of the principal amount of the Security which
                       the Holder will deliver to be purchased, which portion
                       must be $1,000 or an integral multiple thereof;

                  (3)  that such Security shall be purchased pursuant to the
                       terms and conditions specified in Paragraph 9 of the
                       Securities and this Indenture; and
<PAGE>
                                                                              38

                  (4)  in the event the Company elects, pursuant to Section
                       5.8(b), to pay the Change in Control Purchase Price in
                       Ordinary Shares but the Change in Control Purchase Price
                       shall ultimately be payable to such Holder in cash
                       because any of the conditions to payment of the Change in
                       Control Purchase Price in Ordinary Shares are not
                       satisfied prior to the close of business on the Change in
                       Control Purchase Date, whether such Holder elects (i) to
                       withdraw such Change in Control Purchase Notice as to
                       some or all of the Securities to which such Change in
                       Control Purchase Notice relates (stating the principal
                       amount at maturity and certificate numbers, if any, of
                       the Securities as to which such withdrawal shall relate),
                       or (ii) to receive cash in respect of the entire Change
                       in Control Purchase Price for all Securities (or portions
                       thereof) to which such Change in Control Purchase Notice
                       relates.

                  If a Holder, in such Holder's Change in Control Purchase
Notice and in any written notice of withdrawal delivered by such Holder pursuant
to the terms of Section 5.9, fails to indicate such Holder's choice with respect
to the election set forth in clause (4) above, such Holder shall be deemed to
have elected to receive cash in respect of the Change in Control Purchase Price
for all Securities subject to such Change in Control Purchase Notice in the
circumstances set forth in such clause (4).

                  The delivery of such Security to the Paying Agent with the
Change in Control Purchase Notice (together with all necessary endorsements) at
the offices of the Paying Agent shall be a condition to the receipt by the
Holder of the Change in Control Purchase Price therefor; provided, however, that
such Change in Control Purchase Price shall be so paid pursuant to this Section
5.8 only if the Security so delivered to the Paying Agent shall conform in all
material respects to the description thereof set forth in the related Change in
Control Purchase Notice.

                  The Company shall purchase from the Holder thereof, pursuant
to this Section 5.8, a portion of a Security if the principal amount at maturity
of such portion is $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to the purchase of all of a Security also apply to the
purchase of such portion of such Security.

                  Any purchase by the Company contemplated pursuant to the
provisions of this Section 5.8 shall be consummated by the delivery of the
consideration to be received by the Holder on the Change of Control Purchase
Date.

                  (d) COVENANTS OF THE COMPANY. All Ordinary Shares delivered
upon purchase of the Securities shall be newly issued shares or treasury shares,
shall be duly authorized, validly issued, fully paid and nonassessable, and
shall be free from preemptive rights and free of any lien or adverse claim.

                  (e) PROCEDURE UPON PURCHASE. The Company shall deposit cash
(in respect of cash purchases under Section 5.8 or for fractional Ordinary
Shares, as applicable) or Ordinary Shares, or a combination thereof, as
applicable, at the time and in the manner as provided in Section 5.10,
sufficient to pay the aggregate Change in Control Purchase Price of all
Securities to


<PAGE>
                                                                              39


be purchased pursuant to this Section 5.8. As soon as practicable after the
Change in Control Purchase Date, the Company shall deliver to each Holder
entitled to receive Ordinary Shares through the Paying Agent, a certificate in
global form for the number of full Ordinary Shares issuable in payment of the
Change in Control Purchase Price and cash in lieu of any fractional shares. The
person in whose name the certificate in global form for the Ordinary Shares is
registered shall be treated as a holder of record of the Ordinary Shares on the
Business Day following the Change in Control Purchase Date. No payment or
adjustment will be made for dividends on the Ordinary Shares on the record date
for which occurred on or prior to the Change in Control Purchase Date.

                  (f) TAXES. If a Holder of a purchased Security is paid in
Ordinary Shares pursuant to this Section 5.8, the Company shall pay all stamp
and other duties, if any, which may be imposed by the United States or any
political subdivision thereof or taxing authority thereof or therein with
respect to the issuance of Ordinary Shares. However, the Holder shall pay any
such tax which is due because the Holder requests the Ordinary Shares to be
issued in a name other than the Holder's name. The Paying Agent may refuse to
deliver the certificates representing the Ordinary Shares being issued in a name
other than the Holder's name until the Paying Agent receives a sum sufficient to
pay any tax which will be due because the Ordinary Shares are to be issued in a
name other than the Holder's name. Nothing herein shall preclude any income tax
withholding required by law or regulations.

                  Section 5.9 EFFECT OF PURCHASE NOTICE OR CHANGE IN CONTROL
PURCHASE NOTICE. Upon receipt by the Paying Agent of the Purchase Notice or
Change in Control Purchase Notice specified in Section 5.7(a) or Section 5.8(c),
as applicable, the Holder of the Security in respect of which such Purchase
Notice or Change in Control Purchase Notice, as the case may be, was given shall
(unless such Purchase Notice or Change in Control Purchase Notice, as the case
may be, is withdrawn as specified in the following two paragraphs) thereafter be
entitled to receive solely the Purchase Price or Change in Control Purchase
Price, as the case may be, with respect to such Security. Such Purchase Price or
Change in Control Purchase Price shall be paid to such Holder, subject to
receipts of funds and/or securities by the Paying Agent, promptly following the
later of (x) the Purchase Date or the Change in Control Purchase Date, as the
case may be, with respect to such Security (provided the conditions in Section
5.7(d) or Section 5.8(c), as applicable, have been satisfied) and (y) the time
of delivery of such Security to the Paying Agent by the Holder thereof in the
manner required by Section 5.7(d) or Section 5.8(c), as applicable. Securities
in respect of which a Purchase Notice or Change in Control Purchase Notice has
been given by the Holder thereof may not be converted pursuant to Article XII
hereof on or after the date of the delivery of such Purchase Notice or Change in
Control Purchase Notice unless such Purchase Notice or Change in Control
Purchase Notice has first been validly withdrawn as specified in the following
two paragraphs.

                  A Purchase Notice or Change in Control Purchase Notice may be
withdrawn by means of a written notice of withdrawal delivered to the office of
the Paying Agent in accordance with the Purchase Notice or Change in Control
Purchase Notice, as the case may be, at any time prior to the close of business
on the last day prior to the Purchase Date or the Change in Control Purchase
Date, as the case may be, specifying:

<PAGE>
                                       40


                  (1)  the certificate number of the Security in respect of
                       which such notice of withdrawal is being submitted or, if
                       the Security is not certificated, the notice must comply
                       with the appropriate Depositary procedures;

                  (2)  the principal amount at maturity of the Security with
                       respect to which such notice of withdrawal is being
                       submitted, and

                  (3)  the principal amount at maturity, if any, of such
                       Security which remains subject to the original Purchase
                       Notice or Change in Control Purchase Notice, as the case
                       may be, and which has been or will be delivered for
                       purchase by the Company.

                  A written notice of withdrawal of a Purchase Notice may be in
the form set forth in the preceding paragraph or may be in the form of (i) a
conditional withdrawal contained in a Purchase Notice pursuant to the terms of
Section 5.7(a)(1)(D) or (ii) a conditional withdrawal containing the information
set forth in Section 5.7(a)(1)(D) and the preceding paragraph and contained in a
written notice of withdrawal delivered to the Paying Agent as set forth in the
preceding paragraph.

                  Section 5.10 DEPOSIT OF PURCHASE PRICE OR CHANGE IN CONTROL
PURCHASE PRICE. Prior to 10:00 a.m. New York City time on the Business Day
following the Purchase Date or the Change in Control Purchase Date, as the case
may be, the Company shall deposit with the Trustee or with the Paying Agent (or,
if the Company or a Subsidiary or an Affiliate of either of them is acting as
the Paying Agent, shall segregate and hold in trust as provided in Section 2.4)
an amount of cash (in immediately available funds if deposited on such Business
Day) and/or Ordinary Shares, if permitted hereunder, sufficient to pay the
aggregate Purchase Price or Change in Control Purchase Price, as the case may
be, of all the Securities or portions thereof which are to be purchased as of
the Purchase Date or Change in Control Purchase Date, as the case may be.

                  Section 5.11 SECURITIES PURCHASED IN PART. Any Certificated
Security which is to be purchased only in part shall be surrendered at the
office of the Paying Agent (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or such Holder's
attorney duly authorized in writing) and the Company shall execute and the
Trustee shall authenticate and deliver to the Holder of such Security, without
service charge, a new Security or Securities, of any authorized denomination as
requested by such Holder in aggregate principal amount at maturity equal to, and
in exchange for, the portion of the principal amount at maturity of the Security
so surrendered which is not purchased.

                  Section 5.12 COVENANT TO COMPLY WITH SECURITIES LAWS UPON
PURCHASE OF SECURITIES. When complying with the provisions of Section 5.7 or 5.8
hereof (provided that such offer or purchase constitutes an "issuer tender
offer" for purposes of Rule 13e-4 (which term, as used herein, includes any
successor provision thereto) under the Exchange Act at the time of such offer or
purchase), the Company shall (i) comply with Rule 13e-4 and Rule 14e-1 (or any
successor provision) under the Exchange Act, (ii) file the related Schedule TO
(or any successor schedule, form or report) under the Exchange Act, and (iii)
otherwise comply with any
<PAGE>
                                       41

applicable Federal and state securities laws so as to permit the rights and
obligations under Sections 5.7 and 5.8 to be exercised in the time and in the
manner specified in Sections 5.7 and 5.8.

                  Section 5.13 REPAYMENT TO THE COMPANY. The Trustee and the
Paying Agent shall return to the Company any cash or Ordinary Shares that remain
unclaimed as provided in Paragraph 14 of the Securities, together with interest
or dividends, if any, thereon (subject to the provisions of Section 9.1(f)),
held by them for the payment of the Purchase Price or Change in Control Purchase
Price, as the case may be; provided, however, that to the extent that the
aggregate amount of cash or Ordinary Shares deposited by the Company pursuant to
Section 5.10 exceeds the aggregate Purchase Price or Change in Control Purchase
Price, as the case may be, of the Securities or portions thereof which the
Company is obligated to purchase as of the Purchase Date or Change in Control
Purchase Date, as the case may be, then, unless otherwise agreed in writing with
the Company, promptly after the Business Day following the Purchase Date or
Change in Control Purchase Date, as the case may be, the Trustee shall return
any such excess to the Company together with interest or dividends, if any,
thereon (subject to the provisions of Section 9.1(f)).

                                   ARTICLE VI

                                    COVENANTS

                  Section 6.1 PAYMENT OF SECURITIES. The Company shall promptly
make all payments in respect of the Securities including, without limitation,
any Contingent Cash Interest, Additional Amounts and any Liquidated Damages, on
the dates and in the manner provided in the Securities or pursuant to this
Indenture or the Registration Rights Agreement. Any amounts of cash or Ordinary
Shares to be given to the Trustee or Paying Agent, shall be deposited with the
Trustee or Paying Agent by 10:00 a.m. New York City time by the Company on the
required date. The Company may, at its option, make payments in respect of the
Securities by check mailed to a Holder's registered address or, with respect to
global Securities, by wire transfer. The Company shall make any required
payments of Contingent Cash Interest, Additional Amounts and Liquidated Damages
to the person in whose name each Security is registered at the close of business
on the record date for such interest payment. The principal amount, Accreted
Value, accrued Contingent Cash Interest, if any, Redemption Price, Purchase
Price, Change in Control Purchase Price, Liquidated Damages, if any, and
Additional Amounts, if any, shall be considered paid on the applicable date due
if on such date (or, in the case of a Purchase Price or Change in Control
Purchase Price, on the Business Day following the applicable Purchase Date or
Change in Control Purchase Date, as the case may be) the Trustee or the Paying
Agent holds, in accordance with this Indenture, cash or securities, if permitted
hereunder, sufficient to pay all such amounts then due.

                  Section 6.2 SEC AND OTHER REPORTS. The Company shall file with
the Trustee, within 15 days after it files such annual and quarterly reports,
information, documents and other reports with the SEC, copies of its annual
report and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the SEC may by rules and regulations
prescribe) which the Company is required to file with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act. In the event the Company is at any time
no longer subject to the

<PAGE>
                                                                              42


reporting requirements of Section 13 or 15(d) of the Exchange Act, it shall
continue to provide the Trustee with annual and quarterly reports containing
substantially the same information as would have been required to be filed with
the SEC had the Company continued to have been subject to such reporting
requirements. In such event, such annual and quarterly reports shall be provided
at the times the Company would have been required to provide reports had it
continued to have been subject to such reporting requirements. The Company also
shall comply with the other provisions of TIA Section 314(a). Delivery of such
reports, information and documents to the Trustee is for informational purposes
only and the Trustee's receipt of such shall not constitute constructive notice
of any information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely conclusively on Officers'
Certificates).

                  Section 6.3 COMPLIANCE CERTIFICATE. The Company shall deliver
to the Trustee within 120 days after the end of each fiscal year of the Company
(beginning with the fiscal year ending on December 31, 2001) an Officers'
Certificate, stating whether or not to the best knowledge of the signers
thereof, the Company is in default in the performance and observance of any of
the terms, provisions and conditions of this Indenture (without regard to any
period of grace or requirement of notice provided hereunder) and if the Company
shall be in default, specifying all such defaults and the nature and status
thereof of which they may have knowledge.

                  Section 6.4 FURTHER INSTRUMENTS AND ACTS. Upon request of the
Trustee, the Company will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purposes of this Indenture.

                  Section 6.5 MAINTENANCE OF OFFICE OR AGENCY. The Company will
maintain in the Borough of Manhattan, the City of New York, an office or agency
of the Trustee, Registrar, Paying Agent and Conversion Agent where Securities
may be presented or surrendered for payment, where Securities may be surrendered
for registration of transfer, exchange, purchase, redemption or conversion and
where notices and demands to or upon the Company in respect of the Securities
and this Indenture may be served. The office of State Street Bank and Trust
Company, N.A., an affiliate of the Trustee, at 61 Broadway, 15th floor, New
York, NY 10022 (Attention: Corporate Trust Trustee Administration: XL Capital
Ltd Liquid Yield Option(TM) Notes due 2021), shall initially be such office or
agency for all of the aforesaid purposes. The Company shall give prompt written
notice to the Trustee of the location, and of any change in the location, of any
such office or agency (other than a change in the location of the Corporate
Trust Office of the Trustee). If at any time the Company shall fail to maintain
any such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the address of the Trustee set forth in Section 13.2.

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

<PAGE>
                                                                              43


                  Section 6.6 DELIVERY OF CERTAIN INFORMATION. At any time when
the Company is not subject to Section 13 or 15(d) of the Exchange Act, upon the
request of a Holder or any beneficial owner of Securities or holder or
beneficial owner of Ordinary Shares issued upon conversion thereof, or in
accordance with Section 5.8(c), the Company will promptly furnish or cause to be
furnished Rule 144A Information (as defined below) to such Holder or any
beneficial owner of Securities or holder or beneficial owner of Ordinary Shares,
or to a prospective purchaser of any such security designated by any such
holder, as the case may be, to the extent required to permit compliance by such
Holder or holder with Rule 144A under the Securities Act in connection with the
resale of any such security. "Rule 144A Information" shall be such information
as is specified pursuant to Rule 144A(d)(4) under the Securities Act. Whether a
person is a beneficial owner shall be determined by the Company to the Company's
reasonable satisfaction.

                  Section 6.7 ADDITIONAL AMOUNTS.

                  All amounts payable (whether in respect of principal, interest
or otherwise) in respect of the Securities 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 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 will 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 (a) to, or to a third party on
behalf of, a person who 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 Cayman Islands other than
(i) the mere holding of such Security or (ii) the receipt of principal,
Contingent Cash Interest, Liquidated Damages 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; or (d) 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.

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

                       Notwithstanding anything herein to the contrary, in the
event that any deduction or withholding on account of tax be required to be
made, or be made, in connection


<PAGE>
                                                                              44


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 to any
holder in respect of the Securities.

                       Any reference in this Indenture to principal, premium or
interest in respect of the Securities, 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 provision
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 or its designee shall furnish to the Trustee, the Registrar and the
Paying Agent an Officer's Certificate instructing the Trustee and such Paying
Agents whether such payment of principal of or interest on the Securities shall
be made to Holders who are Non-U.S. Persons 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. 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 agrees to pay to the Trustee, the Registrar or the
Paying Agent the Additional Amounts required.

                                  ARTICLE VII

                              SUCCESSOR CORPORATION

                  Section 7.1 WHEN COMPANY MAY MERGE OR TRANSFER ASSETS. The
Company shall not (1) consolidate with or merge with or into any other person
(other than a Subsidiary) or convey, transfer, sell or lease its properties and
assets substantially as an entirety to any person (other than a Subsidiary), (2)
permit any person (other than a Subsidiary) to consolidate with or merge into
the Company, or (3) permit any person (other than a Subsidiary) to convey,
transfer, sell or lease that person's properties and assets substantially as an
entirety to the Company, unless:

                  (a) in the case of (1) and (2) above, if the Company is not
the surviving person, the surviving person expressly assumes, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form reasonably
satisfactory to the Trustee, the payment of the principal (including Contingent
Additional Principal, if any) of, premium, if any, and Contingent Cash Interest
on the LYONs and all of the obligations of the Company under the Securities and
this Indenture;

                  (b) in all cases, immediately after giving effect to such
transaction, no Event of Default, and no event that, after notice or lapse of
time or both, would become an Event of Default, shall have occurred and be
continuing; and
<PAGE>
                                                                              45

                  (c) the Company shall have delivered to the Trustee an
Officers' Certificate stating that such consolidation, merger, conveyance,
transfer, sale or lease and, if a supplemental indenture is required in
connection with such transaction, such supplemental indenture, comply with this
Article VII and that all conditions precedent herein provided for relating to
such transaction have been satisfied.

                  The successor person formed by such consolidation or into
which the Company is merged or the successor person to which such conveyance,
transfer, sale or lease is made shall succeed to, and be substituted for, and
may exercise every right and power of, the Company under this Indenture with the
same effect as if such successor had been named as the Company herein; and
thereafter, except in the case of a lease and obligations the Company may have
under a supplemental indenture pursuant to Section 12.15, the Company shall be
discharged from all obligations and covenants under this Indenture and the
Securities. Subject to Section 11.6, the Company, the Trustee and the successor
person shall enter into a supplemental indenture to evidence the succession and
substitution of such successor person and such discharge and release of the
Company.

                                  ARTICLE VIII

                              DEFAULTS AND REMEDIES

                  Section 8.1 EVENTS OF DEFAULT. An "Event of Default" occurs
if:

         (1) the Company defaults in the payment of the Accreted Value at
maturity, upon redemption, repurchase or following a Change in Control, or any
Additional Amounts in respect thereof, in each case when the same becomes due
and payable;

         (2) the Company defaults in the payment of any Contingent Cash
Interest, Additional Amounts or Liquidated Damages when due and payable, and
continuance of such default for a period of 30 days;

         (3) the Company fails to comply with any of its agreements or covenants
in the Securities or this Indenture (other than those referred to in clause (1)
or (2) above) and such failure continues for 60 days after receipt by the
Company of a Notice of Default;

         (4) there shall have occurred either (i) a default by the Company under
any instrument or instruments under which there is or may be secured or
evidenced any Indebtedness of the Company (other than the Securities) having an
outstanding principal amount of $50,000,000 (or its foreign currency equivalent)
or more, individually or in the aggregate, that has caused the holders thereof
to declare such Indebtedness to be due and payable prior to its stated maturity,
unless such declaration has been rescinded within 30 days or (ii) a default by
the Company in the payment when due of the principal or premium, if any, of any
bond, debenture, note or other evidence of the Company's Indebtedness, in each
case for money borrowed, or in the payment of principal or premium under any
mortgage, indenture, agreement or instrument of the Company under which there
may be issued or by which there may be secured or evidenced any


<PAGE>
                                                                              46

Indebtedness of the Company for money borrowed, which default for payment of
principal or premium, if any, is in an aggregate principal amount exceeding
$50,000,000 (or its foreign currency equivalent) when such Indebtedness becomes
due and payable (whether at maturity, upon redemption or acceleration or
otherwise), if such default shall continue unremedied or unwaived for more than
30 Business Days after the expiration of any grace period or extension of the
time for payment applicable thereto;

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

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

                  A Default under clause (3) above is not an Event of Default
until the Trustee notifies the Company, or the Holders of at least 25% in
aggregate principal amount of the Securities at the time outstanding notify the
Company and the Trustee, of the Default and the Company does not cure such
Default (and such Default is not waived) within the time specified in clause (3)
above after actual receipt of such notice. Any such notice must specify the
Default, demand that it be remedied and state that such notice is a "Notice of
Default".

                  The Company shall deliver to the Trustee, within 30 days after
it becomes aware of the occurrence thereof, written notice of any event which
with the giving of notice or the lapse of time, or both, would mature into an
Event of Default under clauses (3) or (4) above, its status and what action the
Company is taking or proposes to take with respect thereto.

                  Section 8.2 ACCELERATION. If an Event of Default (other than
an Event of Default specified in Section 8.1(5) or (6)) occurs and is
continuing, the Trustee by notice to the Company, or the Holders of at least 25%
in aggregate principal amount of the Securities at the time outstanding by
notice to the Company and the Trustee, may declare the Accreted Value plus
accrued and unpaid Contingent Cash Interest, if any, on all the Securities to be
immediately due and payable. Upon such a declaration, such accelerated amount
shall be due and payable immediately. If an Event of Default specified in
Section 8.1(5) or (6) occurs and is continuing, the Accreted Value plus accrued
and unpaid Contingent Cash Interest, if any, on all the Securities shall become
and be immediately due and payable without any declaration or other act on the
part of the Trustee or any Holders. The Holders of a majority in aggregate
principal amount of the Securities at the time outstanding, by notice to the
Trustee (and without notice to any other Security holder) may rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default have been cured or
waived except nonpayment of the Accreted Value plus accrued and unpaid
Contingent

<PAGE>
                                                                              47

Cash Interest, if any, that have become due solely as a result of acceleration
and if all amounts due to the Trustee under Section 9.7 have been paid. No such
rescission shall affect any subsequent Default or impair any right consequent
thereto.

                  Section 8.3 OTHER REMEDIES.

                  If an Event of Default occurs and is continuing, the Trustee
may pursue any available remedy to collect the payment of the Accreted Value
plus accrued and unpaid Contingent Cash Interest, if any, on the Securities or
to enforce the performance of any provision of the Securities or this Indenture.

                  The Trustee may maintain a proceeding even if the Trustee does
not possess any of the Securities or does not produce any of the Securities in
the proceeding. A delay or omission by the Trustee or any Security holder in
exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of, or acquiescence in, the
Event of Default. No remedy is exclusive of any other remedy. All available
remedies are cumulative.

                  Section 8.4 WAIVER OF PAST DEFAULTS The Holders of a majority
in aggregate principal amount of the Securities at the time outstanding, by
notice to the Trustee (and without notice to any other Securityholder), may
waive an existing Default and its consequences except (1) an Event of Default
described in Section 8.1(1) or (2), (2) a Default in respect of a provision that
under Section 11.2 cannot be amended without the consent of each Securityholder
affected or (3) a Default which constitutes a failure to convert any Security in
accordance with the terms of Article XII. When a Default is waived, it is deemed
cured, but no such waiver shall extend to any subsequent or other Default or
impair any consequent right. This Section 8.4 shall be in lieu of Section
316(a)1(B) of the TIA and such Section 316(a)1(B) is hereby expressly excluded
from this Indenture, as permitted by the TIA.

                  Section 8.5 CONTROL BY MAJORITY. The Holders of a majority in
aggregate principal amount of the Securities at the time outstanding may direct
the time, method and place of conducting any proceeding for any remedy available
to the Trustee or of exercising any trust or power conferred on the Trustee.
However, the Trustee may refuse to follow any direction that conflicts with law
or this Indenture or that the Trustee determines in good faith is unduly
prejudicial to the rights of other Securityholders or would involve the Trustee
in personal liability unless the Trustee is offered indemnity satisfactory to
it. This Section 8.5 shall be in lieu of Section 316(a)1(A) of the TIA and such
Section 316(a)1(A) is hereby expressly excluded from this Indenture, as
permitted by the TIA.

                  Section 8.6 LIMITATION ON SUITS. A Securityholder may not
pursue any remedy with respect to this Indenture or the Securities unless:

         (1) the Holder gives to the Trustee written notice stating that an
Event of Default is continuing;

         (2) the Holders of at least 25% in aggregate principal amount at
maturity of the Securities at the time outstanding make a written request to the
Trustee to pursue the remedy;

<PAGE>
                                                                              48


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

         (4) the Trustee does not comply with the request within 60 days after
receipt of such notice, request and offer of security or indemnity; and

         (5) the Holders of a majority in aggregate principal amount at maturity
of the Securities at the time outstanding do not give the Trustee a direction
inconsistent with the request during such 60-day period.

                  A Securityholder may not use this Indenture to prejudice the
rights of any other Securityholder or to obtain a preference or priority over
any other Securityholder.

                  Section 8.7 RIGHTS OF HOLDERS TO RECEIVE PAYMENT.
Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of the Accreted Value , Redemption Price, Purchase Price,
Change in Control Purchase Price, Additional Amounts, Liquidated Damages or
Contingent Cash Interest, if any, in respect of the Securities held by such
Holder, on or after the respective due dates expressed in the Securities or any
Redemption Date, and to convert the Securities in accordance with Article XII,
or to bring suit for the enforcement of any such payment on or after such
respective dates or the right to convert, shall not be impaired or affected
adversely without the consent of such Holder.

                  Section 8.8 COLLECTION SUIT BY TRUSTEE. If an Event of Default
described in Section 8.1(1) occurs and is continuing, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company
for the whole amount then owing with respect to the Securities and the amounts
provided for in Section 9.7.

                  Section 8.9 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 any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the Accreted Value, Redemption Price, Purchase
Price, Change in Control Purchase Price, Additional Amounts, Liquidated Damages
or Contingent Cash Interest, if any, in respect 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 made any demand on the Company
for the payment of any such amount) shall be entitled and empowered, by
intervention in such proceeding or otherwise,

                  (a) to file and prove a claim for the whole amount of the
Accreted Value, Redemption Price, Purchase Price, Change in Control Purchase
Price, Additional Amounts, Liquidated Damages or Contingent Cash Interest, if
any, 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 or any other amounts due the Trustee under Section 9.7)
and of the Holders allowed in such judicial proceeding, and

                  (b) 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,


<PAGE>
                                                                              49

liquidator, sequestrator or 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 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 9.7.

                  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 8.10 PRIORITIES. If the Trustee collects any money
pursuant to this Article VIII, it shall pay out the money in the following
order:

                  FIRST: to the Trustee for amounts due under Section 9.7;

                  SECOND: to Securityholders for amounts due and unpaid on the
Securities for the Accreted Value, Redemption Price, Purchase Price, Change in
Control Purchase Price, Additional Amounts, Liquidated Damages or Contingent
Cash Interest, if any, as the case may be, ratably, without preference or
priority of any kind, according to such amounts due and payable on the
Securities; and

                  THIRD: the balance, if any, to the Company.

                  The Trustee may fix a record date and payment date for any
payment to Securityholders pursuant to this Section 8.10. At least 15 days
before such record date, the Trustee shall mail to each Securityholder and the
Company a notice that states the record date, the payment date and the amount to
be paid.

                  Section 8.11 UNDERTAKING FOR COSTS. 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 or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant (other than the Trustee)
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in the suit, having due regard to the
merits and good faith of the claims or defenses made by the party litigant. This
Section 8.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 8.7 or a suit by Holders of more than 10% in aggregate
principal amount of the Securities at the time outstanding. This Section 8.11
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 8.12 WAIVER OF STAY, EXTENSION OR USURY LAWS. The
Company covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury or other law
wherever enacted, now or at any time hereafter in force, which would prohibit or
forgive the Company from paying all or any portion of the Accreted Value,
Redemption Price, Purchase Price, Change in Control Purchase Price, Additional
Amounts, Liquidated Damages or Contingent Cash Interest, if any, as contemplated
herein, or


<PAGE>
                                                                              50

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

                                   ARTICLE IX

                                     TRUSTEE

                  Section 9.1 DUTIES OF TRUSTEE. (a) If an Event of Default has
occurred and is continuing, the Trustee shall exercise the rights and powers
vested in it by this Indenture and use the same degree of care and skill in its
exercise as a prudent person would exercise or use under the circumstances in
the conduct of such person's own affairs.

                  (b)  Except during the continuance of an Event of Default:

                  (1)  the Trustee need perform only those duties that are
                       specifically set forth in this Indenture and no others;
                       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 requirements of this Indenture, but in
                       case of any such certificates or opinions which by any
                       provision hereof are specifically required to be
                       furnished to the Trustee, the Trustee shall examine the
                       certificates and opinions to determine whether or not
                       they conform to the requirements of this Indenture, but
                       need not confirm or investigate the accuracy of
                       mathematical calculations or other facts stated therein.
                       This Section 9.1(b) shall be in lieu of Section 5.15(a)
                       of the TIA and such Section 315(a) is hereby expressly
                       excluded from this Indenture, as permitted by the TIA.

                  (c)  The Trustee may not be relieved from liability for its
own negligent action, its own negligent failure to act or its own willful
misconduct, except that:

                  (1)  this paragraph (c) does not limit the effect of paragraph
                       (b) of this Section 9.1;

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

                  (3)  the Trustee shall not be liable with respect to any
                       action it takes or omits to take in good faith in
                       accordance with a direction received by it pursuant to
                       Section 8.5.
<PAGE>
                                                                              51


Subparagraphs (c)(1), (2) and (3) shall be in lieu of Sections 315(d)(1),
315(d)(2) and 315(d)(3) of the TIA and such Sections 315(d)(1), 315(d)(2) and
315(d)(3) are hereby expressly excluded from this Indenture, as permitted by the
TIA.

                  (d) Every provision of this Indenture that in any way relates
to the Trustee is subject to paragraphs (a), (b), (c) and (e) of this Section
9.1.

                  (e) The Trustee may refuse to perform any duty or exercise any
right or power or extend or risk its own funds or otherwise incur any financial
liability unless it receives indemnity satisfactory to it against any loss,
liability or expense.

                  (f) Money or Ordinary Shares held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee (acting in any capacity hereunder) shall be under no
liability for interest on any money received by it hereunder unless otherwise
agreed in writing with the Company.

                  Section 9.2 RIGHTS OF TRUSTEE. Subject to its duties and
responsibilities under the TIA,

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

                  (b) 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, conclusively rely upon an Officers' Certificate;

                  (c) 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;

                  (d) The Trustee shall not be liable for any action taken,
suffered, or omitted to be taken by it in good faith which it believes to be
authorized or within its rights or powers conferred under this Indenture;

                  (e) The Trustee may consult with counsel selected by it and
any advice or Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken or suffered or omitted by it hereunder
in good faith and in accordance with such advice or Opinion of Counsel.

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


<PAGE>
                                                                              52

indemnity satisfactory to it against the costs, expenses and liabilities which
may be incurred therein or thereby.

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

                  (h) the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, personally or by agent
or attorney at the sole cost of the Company and shall incur no liability or
additional liability of any kind by reason of such inquiry or investigation;

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

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

                  (k) the Trustee may request that the Company deliver an
Officers' Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this
Indenture, which Officers' Certificate may be signed by any person authorized to
sign an Officers' Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded.

                  Section 9.3 INDIVIDUAL RIGHTS OF TRUSTEE. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or any of its Affiliates with the same
rights it would have if it were not Trustee. Any Paying Agent, Registrar,
Conversion Agent or co-registrar may do the same with like rights. However, the
Trustee must comply with Sections 9.10 and 9.11.

                  Section 9.4 TRUSTEE'S DISCLAIMER. The Trustee makes no
representation as to the validity or adequacy of this Indenture or the
Securities, it shall not be accountable for the Company's use or application of
the proceeds from the Securities, it shall not be responsible for any statement
in the registration statement for the Securities under the Securities Act or in
any offering document for the Securities, the Indenture or the Securities (other
than its certificate of authentication), or the determination as to which
beneficial owners are entitled to receive any notices hereunder.

<PAGE>
                                                                              53

                  Section 9.5 NOTICE OF DEFAULTS. If a Default occurs and if it
is known to the Trustee, the Trustee shall give to each Securityholder notice of
the Default within 90 days after it occurs or, if later, within 15 days after it
is known to the Trustee, unless such Default shall have been cured or waived
before the giving of such notice. Notwithstanding the preceding sentence, except
in the case of a Default described in Section 8.1(1) or (2), the Trustee may
withhold the notice if and so long as a committee of its Responsible Officers in
good faith determines that withholding the notice is in the interests of
Securityholders. The second sentence of this Section 9.5 shall be in lieu of the
proviso to Section 315(b) of the TIA and such proviso is hereby expressly
excluded from this Indenture, as permitted by the TIA. The Trustee shall not be
deemed to have knowledge of a Default unless a Responsible Officer of the
Trustee has received written notice of such Default.

                  Section 9.6 REPORTS BY TRUSTEE TO HOLDERS. Within 60 days
after each May 15 beginning with the May 15 following the date of this
Indenture, the Trustee shall mail to each Securityholder a brief report dated as
of such May 15 that complies with TIA Section 313(a), if required by such
Section 313(a). The Trustee also shall comply with TIA Section 313(b).

                  A copy of each report at the time of its mailing to
Securityholders shall be filed with the SEC and each securities exchange, if
any, on which the Securities are listed. The Company agrees to notify the
Trustee promptly whenever the Securities become listed on any securities
exchange and of any delisting thereof.

                  Section 9.7 COMPENSATION AND INDEMNITY. The Company agrees:

                  (a) to pay to the Trustee from time to time such compensation
as the Company and the Trustee shall from time to time agree in writing for all
services rendered by it hereunder (which compensation shall not be limited (to
the extent permitted by law) by any provision of law in regard to the
compensation of a trustee of an express trust);

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

                  (c) to indemnify the Trustee or any predecessor, Trustee and
their agents for, and to hold them harmless against, any loss, damage, claim,
liability, cost or expense (including attorney's fees and expenses, and taxes
(other than taxes based upon, measured by or determined by the income of the
Trustee)) incurred without negligence or bad faith on its part, arising out of
or in connection with the acceptance or administration of this trust, including
the costs and expenses of defending itself against any claim (whether asserted
by the Company or any Holder or any other person) or liability in connection
with the exercise or performance of any of its powers or duties hereunder.

                  To secure the Company's payment obligations in this Section
9.7, the Trustee shall have a lien prior to the Securities on all money or
property held or collected by the Trustee, except that held in trust to pay the
principal amount, Accreted Value, Redemption Price,


<PAGE>
                                                                              54

Purchase Price, Change in Control Purchase Price, Additional Amounts, Liquidated
Damages or Contingent Cash Interest, if any, as the case may be, on particular
Securities.

                  The Company's payment obligations pursuant to this Section 9.7
shall survive the discharge of this Indenture and the resignation or removal of
the Trustee. When the Trustee incurs expenses after the occurrence of a Default
specified in Section 8.1(5) or (6), the expenses including the reasonable
charges and expenses of its counsel, are intended to constitute expenses of
administration under any bankruptcy law.

                  Section 9.8 REPLACEMENT OF TRUSTEE. The Trustee may resign by
so notifying the Company; provided, however, no such resignation shall be
effective until a successor Trustee has accepted its appointment pursuant to
this Section 9.8. The Holders of a majority in aggregate principal amount of the
Securities at the time outstanding may remove the Trustee by so notifying the
Trustee and the Company. The Company shall remove the Trustee if:

         (1) the Trustee fails to comply with Section 9.10;

         (2) the Trustee is adjudged bankrupt or insolvent;

         (3) a receiver or public officer takes charge of the Trustee or its
property; or

         (4) the Trustee otherwise becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint, by
resolution of its Board of Directors, a successor Trustee.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company satisfactory in form and
substance to the retiring Trustee and the Company. Thereupon the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to
Securityholders. The retiring Trustee shall promptly transfer all property held
by it as Trustee to the successor Trustee, subject to the lien provided for in
Section 9.7.

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

                  If the Trustee fails to comply with Section 9.10, any
Securityholder may petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor Trustee.

                  Section 9.9 SUCCESSOR TRUSTEE BY MERGER. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets (including the administration of the
trust created by this Indenture) to, another corporation, the


<PAGE>
                                                                              55

resulting, surviving or transferee corporation without any further act shall be
the successor Trustee.

                  Section 9.10 ELIGIBILITY; DISQUALIFICATION. The Trustee shall
at all times satisfy the requirements of TIA Sections 310(a)(1) and 310(b). The
Trustee (or its parent holding company) shall have a combined capital and
surplus of at least $50,000,000 as set forth in its most recent published annual
report of condition. Nothing herein contained shall prevent the Trustee from
filing with the SEC the application referred to in the penultimate paragraph of
TIA Section 310(b).

                  Section 9.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST
COMPANY. The Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated
therein.

                                   ARTICLE X

                             DISCHARGE OF INDENTURE

                  Section 10.1 DISCHARGE OF LIABILITY ON SECURITIES. When (i)
the Company delivers to the Trustee all outstanding Securities (other than
Securities replaced or repaid pursuant to Section 2.7) for cancellation or (ii)
all outstanding Securities have become due and payable and the Company deposits
with the Trustee cash or Ordinary Shares sufficient to pay all amounts due and
owing on all outstanding Securities (other than Securities replaced pursuant to
Section 2.7), and if in either case the Company pays all other sums payable
hereunder by the Company, then this Indenture shall, subject to Section 9.7,
cease to be of further effect. The Trustee shall join in the execution of a
document prepared by the Company acknowledging satisfaction and discharge of
this Indenture on demand of the Company accompanied by an Officers' Certificate
and Opinion of Counsel and at the cost and expense of the Company.

                  Section 10.2 REPAYMENT TO THE COMPANY. The Trustee and the
Paying Agent shall return to the Company upon written request any money or
securities held by them for the payment of any amount with respect to the
Securities that remains unclaimed for two years, subject to applicable unclaimed
property law. After return to the Company, Holders entitled to the money or
securities must look to the Company for payment as general creditors unless an
applicable abandoned property law designates another person and the Trustee and
the Paying Agent shall have no further liability to the Securityholders with
respect to such money or securities for that period commencing after the return
thereof.

                                   ARTICLE XI

                                   AMENDMENTS

                  Section 11.1 WITHOUT CONSENT OF HOLDERS. The Company and the
Trustee may amend or supplement this Indenture or the Securities without the
consent of any Securityholder:

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

<PAGE>
                                                                              56


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

         (3) to provide for the assumption of the Company's obligations under
this Indenture by a successor upon any merger, consolidation or asset transfer
as permitted by and in compliance with Article VII or Section 12.15;

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

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

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

         (7) to make any change necessary for the registration of the Securities
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 Board of Directors and the
Trustee, adversely affect the interests of the holders of the Securities in any
material respect; or

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

                  Section 11.2 WITH CONSENT OF HOLDERS. With the written consent
of the Holders of at least a majority in aggregate principal amount of the
Securities at the time outstanding, the Company and the Trustee may amend or
supplement this Indenture or the Securities. However, without the consent of
each Securityholder affected, an amendment to this Indenture or the Securities
may not:

         (1) reduce the rate or accrual of original issue discount referred to
in paragraph 1 of the Securities or change the time for payment of interest
thereon;

         (2) reduce the principal amount at maturity or the Accreted Value of or
extend the Stated Maturity of any Security;

         (3) reduce the calculation of the value of the Ordinary Shares to which
reference is made in determining whether Contingent Additional Principal or
Contingent Cash Interest will be due on the Securities;

         (4) reduce the Redemption Price, Purchase Price, Change in Control
Purchase Price, Contingent Additional Principal, Original Issue Discount or
Contingent Cash Interest of any Security or change the time at which the
Securities may be redeemed or repurchased;

         (5) make any payments on the Securities payable in currency other than
as stated in the Security;

<PAGE>
                                                                              57


         (6) make any change in the percentage of principal amount of Securities
necessary to waive compliance with the provisions of Section 8.4 or this Section
11.2, except to increase any percentage set forth therein;

         (7) make any change that in the good faith judgment of the Company's
Board of Directors and the Trustee adversely affects the right to convert any
Security in accordance with the terms thereof and this Indenture;

         (8) make any change that in the good faith judgment of the Company's
Board of Directors and the Trustee adversely affects the right to require the
Company to purchase the Securities in accordance with the terms thereof and this
Indenture;

         (9) impair a Holder's right to institute suit for the enforcement of
any payment on the Securities; or

         (10) waive a continuing default or Event of Default regarding any
payment on the Securities.

                  It shall not be necessary for the consent of the Holders under
this Section 11.2 to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent approves the substance thereof.

                  After an amendment under this Section 11.2 becomes effective,
the Company shall mail to each Holder a notice briefly describing the amendment.

                  Section 11.3 COMPLIANCE WITH TRUST INDENTURE ACT. Every
supplemental indenture executed pursuant to this Article shall comply with the
TIA.

                  Section 11.4 REVOCATION AND EFFECT OF CONSENTS, WAIVERS AND
ACTIONS. Until an amendment, waiver or other action by Holders becomes
effective, a consent thereto by a Holder of a Security hereunder is a continuing
consent by the Holder and every subsequent Holder of that Security or portion of
the Security that evidences the same obligation as the consenting Holder's
Security, even if notation of the consent, waiver or action is not made on the
Security. However, any such Holder or subsequent Holder may revoke the consent,
waiver or action as to such Holder's Security or portion of the Security if the
Trustee receives the notice of revocation before the date the amendment, waiver
or action becomes effective. After an amendment, waiver or action becomes
effective, it shall bind every Securityholder.

                  Section 11.5 NOTATION ON OR EXCHANGE OF SECURITIES. Securities
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 so
modified as to conform, in the opinion of the Trustee and the Board of
Directors, to any such supplemental indenture may be prepared and executed by
the Company and authenticated and delivered by the Trustee in exchange for
outstanding Securities.

                  Section 11.6 TRUSTEE TO SIGN SUPPLEMENTAL INDENTURES. The
Trustee shall sign any supplemental indenture authorized pursuant to this
Article XI if the amendment contained

<PAGE>
                                                                              58


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
supplemental indenture. In signing such supplemental indenture the Trustee shall
receive, and (subject to the provisions of Section 9.1) shall be fully protected
in relying upon, an Officers' Certificate and an Opinion of Counsel stating that
such amendment is authorized or permitted by this Indenture.

         Section 11.7 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.

                                   ARTICLE XII

                                   CONVERSIONS

                  Section 12.1 CONVERSION PRIVILEGE. A Holder of a Security may
convert such Security into Ordinary Shares at any time during the period stated
in Paragraph 10 of the Securities. The number of Ordinary Shares issuable upon
conversion of a Security per $1,000 of principal amount at maturity thereof (the
"Conversion Rate") shall be that set forth in Paragraph 10 of the Securities,
subject to adjustment as herein set forth. The Company shall notify the Trustee
of the date on which the Securities first become convertible, which certificate
shall set forth the calculations on which such determination was made. Unless
and until the Trustee receives such certificate, the Trustee may assume without
inquiry that the Securities are not convertible.

                  A Holder may convert a portion of the principal amount at
maturity of a Security if the portion converted is in a $1,000 principal amount
at maturity or an integral multiple of $1,000. Provisions of this Indenture that
apply to conversion of all of a Security also apply to conversion of a portion
of a Security.

                  In the event that the Ex-Dividend Time (as defined below) (or
in the case of a subdivision, combination or reclassification, the effective
date with respect thereto) with respect to a dividend, subdivision, combination
or reclassification to which Section 12.6(1), (2), (3) or (5) applies occurs
during the period applicable for calculating "Average Sale Price" pursuant to
the definition in the preceding sentence, "Average Sale Price" shall be
calculated for such period in a manner determined by the Board of Directors to
reflect the impact of such dividend, subdivision, combination or
reclassification on the Sale Price of the Ordinary Shares during such period.

                  "Time of Determination" means the time and date of the earlier
of (i) the determination of stockholders entitled to receive rights, warrants or
options or a distribution, in each case, to which Section 12.7 or 12.8 applies
and (ii) the time ("Ex-Dividend Time") immediately prior to the commencement of
"ex-dividend" trading for such rights, warrants or options or distribution on
the NYSE or such other U.S. national or regional exchange or market on which the
Ordinary Shares are then listed or quoted.

<PAGE>
                                                                              59

                  Section 12.2 CONVERSION PROCEDURE. To convert a Security a
Holder must satisfy the requirements in Paragraph 10 of the Securities. The
first Business Day on which the Holder satisfies all those requirements and
submits such Holder's Securities for conversion is the conversion date (the
"Conversion Date").

                  As soon as practicable after the Conversion Date, the Company
shall deliver to the Holder, through the Conversion Agent, a certificate in
global form for the number of full Ordinary Shares issuable upon the conversion
or exchange and cash in lieu of any fractional share determined pursuant to
Section 12.3. The person in whose name the certificate is registered shall be
treated as a shareholder of record as of the close of business on the Conversion
Date. Upon conversion of a Security in its entirety, such person shall no longer
be a Holder of such Security.

                  No payment or adjustment will be made for dividends on, or
other distributions with respect to, any Ordinary Shares except as provided in
this Article XII. On conversion of a Security, that portion of accrued and
unpaid Contingent Cash Interest, if any, through the Conversion Date with
respect to the converted Security shall not be cancelled, extinguished or
forfeited, but rather shall be deemed to be paid in full to the Holder thereof
through delivery of the Ordinary Shares (together with the cash payment, if any,
in lieu of fractional shares) for the Security being converted pursuant to the
provisions hereof; and the fair market value of such Ordinary Shares (together
with any such cash payment in lieu of fractional shares) shall be treated as
issued, to the extent thereof, first in exchange for accrued and unpaid
Contingent Cash Interest, if any, through the Conversion Date, and the balance,
if any, of such fair market value of such Ordinary Shares (and any such cash
payment) shall be treated as issued for the Accreted Value of the Security being
converted pursuant to the provisions hereof. The Company will not adjust the
conversion ratio to account for accrued interest, if any. If the Holder converts
more than one Security at the same time, the number of Ordinary Shares issuable
upon the conversion shall be based on the total Accreted Value of the Securities
converted.

                  If the last day on which a Security may be converted is a
Legal Holiday, the Security may be surrendered on the next succeeding day that
is not a Legal Holiday.

                  Upon surrender of a Security that is converted in part, the
Company shall execute, and the Trustee shall authenticate and deliver to the
Holder, a new Security in an authorized denomination equal in principal amount
to the unconverted portion of the Security surrendered.

                  Section 12.3 FRACTIONAL SHARES. The Company will not issue
fractional Ordinary Shares upon conversion of a Security. Instead, the Company
will pay cash based on the current Market Price for all fractional shares. The
current market value of a fractional share shall be determined, to the nearest
1/1,000th of a share, by multiplying the Market Price of a full Ordinary Share
by the fractional amount and rounding the product to the nearest whole cent. It
is understood that if a Holder elects to have more than one Security converted,
the number of Ordinary Shares shall be based on the Accreted Value of Securities
to be purchased.

                  Section 12.4 TAXES ON CONVERSION. If a Holder submits a
Security for conversion, the Company shall pay all stamp and all other duties,
if any, which may be imposed by the United States or any political subdivision
thereof or taxing authority thereof or therein


<PAGE>
                                                                              60

with respect to the issuance of Ordinary Shares upon the conversion. However,
the Holder shall pay any such tax which is due because the Holder requests the
shares to be issued in a name other than the Holder's name. The Conversion Agent
may refuse to deliver the certificates representing the Ordinary Shares being
issued in a name other than the Holder's name until the Conversion Agent
receives a sum sufficient to pay any tax which will be due because the shares
are to be issued in a name other than the Holder's name. Nothing herein shall
preclude any tax withholding required by law or regulations.

                  Section 12.5 COMPANY TO PROVIDE STOCK. The Company shall,
prior to issuance of any Securities under this Article XII, and from time to
time as may be necessary, reserve out of its authorized but unissued Ordinary
Shares a sufficient number of Ordinary Shares to permit the conversion of the
Securities.

                  All Ordinary Shares delivered upon conversion of the
Securities shall be newly issued shares or treasury shares, shall be duly
authorized, validly issued and fully paid and nonassessable, and shall be free
from preemptive rights and free of any lien or adverse claim. The Company will
endeavor promptly to comply with all federal and state securities laws
regulating the offer and delivery of Ordinary Shares upon conversion of
Securities, if any, and will list or cause to have quoted such Ordinary Shares
on each national securities exchange or in the over-the-counter market or such
other market on which the Ordinary Shares are then listed or quoted.

                  Section 12.6 ADJUSTMENT FOR CHANGE IN CAPITAL STOCK. If, after
the Issue Date of the Securities, the Company, or in the case of (4) below, any
Subsidiary of the Company:

                  (1) pays a dividend or makes another distribution to all
holders of the Company's Ordinary Shares payable exclusively in Ordinary Shares
on the Company's Ordinary Shares;

         (2) subdivides the outstanding Ordinary Shares into a greater number of
shares;

         (3) combines the outstanding Ordinary Shares into a smaller number of
shares; or

         (4) pays a dividend or makes another distribution to all holders of the
Company's Ordinary Shares consisting of the Company's debt, securities or assets
or certain rights to purchase the Company's securities (other than Ordinary
Shares or rights, warrants or options referred to in Section 12.7 and dividends
and other distributions paid exclusively in cash),

then the conversion privilege and the Conversion Rate in effect immediately
prior to such action shall be adjusted so that the Holder of a Security
thereafter converted may receive the number of shares of Capital Stock of the
Company which such Holder would have owned immediately following such action if
such Holder had converted the Security immediately prior to such action;
provided, however, that no adjustment shall be made pursuant to clause (4) if
all the Holders of the Securities may participate.

                  The adjustment shall become effective immediately after the
record date in the case of a dividend, distribution or subdivision and
immediately after the effective date in the case of a combination or
reclassification.

<PAGE>
                                                                              61

                  If after an adjustment a Holder of a Security upon conversion
of such Security may receive shares of two or more classes of Capital Stock of
the Company, the Conversion Rate shall thereafter be subject to adjustment upon
the occurrence of an action taken with respect to any such class of Capital
Stock as is contemplated by this Article XII with respect to the Ordinary
Shares, on terms comparable to those applicable to Ordinary Shares in this
Article XII.

                  Section 12.7 ADJUSTMENT FOR RIGHTS ISSUE. If after the Issue
Date of the Securities, the Company distributes any rights or warrants to all
holders of the Company's Ordinary Shares entitling them to purchase, for a
period expiring within 60 days, Ordinary Shares at a price per share less than
the then current Market Price as of the Time of Determination (except that no
adjustment will be made if Holders of the Securities may participate in the
distribution on a basis and with the notice that the Company's Board of
Directors determines to be fair and appropriate), the Conversion Rate shall be
adjusted in accordance with the formula:

             R'  =    R x        (O + N)
                             -------------
                            (O + (N x P)/M)

         where:

         R' = the adjusted Conversion Rate.

         R = the current Conversion Rate.

         O = the number of Ordinary Shares outstanding on the record date for
the distribution to which this Section 12.7 is being applied.

         N = the number of additional Ordinary Shares offered pursuant to the
distribution.

         P = the offering price per share of the additional shares.

         M = the Market Price, minus, in the case of (i) a distribution to which
Section 12.6(4) applies or (ii) a distribution to which Section 12.8 applies,
for which, in each case, (x) the record date shall occur on or before the record
date for the distribution to which this Section 12.7 applies and (y) the
Ex-Dividend Time shall occur on or after the date of the Time of Determination
for the distribution to which this Section 12.7 applies, the fair market value
(on the record date for the distribution to which this Section 12.7 applies) of
the

         (1) Capital Stock of the Company distributed in respect of each
Ordinary Share in such Section 12.6(4) distribution and

         (2) the Company's debt, securities or assets or certain rights,
warrants or options to purchase securities of the Company distributed in respect
of each Ordinary Share in such Section 12.8 distribution.

                  The Board of Directors shall determine fair market values for
the purposes of this Section 12.7, except as Section 12.8 otherwise provides in
the case of a spin-off.

<PAGE>
                                                                              62

                  The adjustment shall become effective immediately after the
record date for the determination of shareholders entitled to receive the
rights, warrants or options to which this Section 12.7 applies. If all of the
Ordinary Shares subject to such rights, warrants or options have not been issued
when such rights, warrants or options expire, then the Conversion Rate shall
promptly be readjusted to the Conversion Rate which would then be in effect had
the adjustment upon the issuance of such rights, warrants or options been made
on the basis of the actual number of Ordinary Shares issued upon the exercise of
such rights, warrants or options.

                  No adjustment shall be made under this Section 12.7 if the
application of the formula stated above in this Section 12.7 would result in a
value of R' that is equal to or less than the value of R.

                  Section 12.8 ADJUSTMENT FOR OTHER DISTRIBUTIONS. If, after the
Issue Date of the Securities, the Company distributes to all holders of its
Ordinary Shares any of its debt, securities or assets or any rights, warrants or
options to purchase securities of the Company (including securities or cash, but
excluding (x) distributions of Capital Stock referred to in Section 12.6 and
distributions of rights, warrants or options referred to in Section 12.7 and (y)
cash dividends or other cash distributions that are paid out of net income or
retained earnings as shown on the books of the Company unless such cash
dividends or other cash distributions are Extraordinary Cash Dividends) the
Conversion Rate shall be adjusted, subject to the provisions of the last
paragraph of this Section 12.8, in accordance with the formula:

              R' =   R X M
                     -----
                     (M-F)

where:

         R' = the adjusted Conversion Rate.

         R = the current Conversion Rate.

         M = the Market Price, minus, in the case of a distribution to which
Section 12.6(4) applies, for which (i) the record date shall occur on or before
the record date for the distribution to which this Section 12.8 applies and (ii)
the Ex-Dividend Time shall occur on or after the date of the Time of
Determination for the distribution to which this Section 12.8 applies, the fair
market value (on the record date for the distribution to which this Section 12.8
applies) of any Capital Stock of the Company distributed in respect of each
Ordinary Share in such Section 12.6(4) distribution.

         F = the fair market value (on the record date for the distribution to
which this Section 12.8 applies) of the assets, securities, rights, warrants or
options to be distributed in respect of each Ordinary Share in the distribution
to which this Section 12.8 is being applied (including, in the case of cash
dividends or other cash distributions giving rise to an adjustment, all such
cash distributed concurrently).

                  In the event the Company distributes shares of Capital Stock
of a Subsidiary, the Conversion Rate will be adjusted, if at all, based on the
market value of the Subsidiary stock so distributed relative to the market value
of the Ordinary Shares, as discussed below. The Board of

<PAGE>
                                                                              63


Directors shall determine fair market values for the purposes of this Section
12.8, except that in respect of a dividend or other distribution of shares of
Capital Stock of any class or series, or similar equity interests, of or
relating to a Subsidiary or other business unit of the Company (a "Spin-off"),
the fair market value of the securities to be distributed shall equal the
average of the daily Sale Prices of those securities for the five consecutive
Trading Days commencing on and including the sixth day of trading of those
securities after the effectiveness of the Spin-off. In the event, however, that
an underwritten initial public offering of the securities in the Spin-off occurs
simultaneously with the Spin-off, fair market value of the securities
distributed in the Spin-off shall mean the initial public offering price of such
securities and the Market Price shall mean the Sale Price for the Ordinary
Shares on the same Trading Day.

                  The adjustment shall become effective immediately after the
record date for the determination of shareholders entitled to receive the
distribution to which this Section 12.8 applies, except that an adjustment
related to a Spin-off shall become effective at the earlier to occur of (i) 10
Trading Days after the effective date of the Spin-off and (ii) the initial
public offering of the securities distributed in the Spin-off.

                  For purposes of this Section 12.8, the term "Extraordinary
Cash Dividend" shall mean the sum of (i) any cash and the fair market value of
any other consideration payable in respect of any tender offer by the Company or
any of its Subsidiaries for Ordinary Shares consummated within the preceding 12
months not triggering a Conversion Rate adjustment and (ii) all other all-cash
distributions to all or substantially all holders of Ordinary Shares made within
the preceding 12 months not triggering a Conversion Rate adjustment, exceeds an
amount equal to 12.5% of the market capitalization of the Ordinary Shares on the
Business Day immediately preceding the day on which the Company declares the
distribution.

                  If, upon the date prior to the Ex-Dividend Time with respect
to a cash dividend on the Ordinary Shares, the aggregate amount of such cash
dividend together with the amounts of all other cash dividends or cash
distributions gives rise to an adjustment of the Conversion Rate pursuant to
Section 12.6, then such cash dividend together with all such other cash
dividends or cash distributions shall, for purposes of applying the formula set
forth above in this Section 12.8, cause the value of "F" to equal (y) the
aggregate amount of such cash dividend together with the amounts of such other
cash dividends or cash distributions, minus (z) the aggregate amount of all cash
dividends or cash distributions for which a prior adjustment in the Conversion
Rate was previously made.

                  In the event that, with respect to any distribution to which
this Section 12.8 would otherwise apply, the difference "M-F" as defined in the
above formula is less than $1.00 or "F" is equal to or greater than "M", then
the adjustment provided by this Section 12.8 shall not be made and in lieu
thereof the provisions of Section 12.16 shall apply to such distribution.

                  Section 12.9 ADJUSTMENT FOR COMPANY TENDER OFFER

                  If, after the Issue Date of the Securities, the Company or any
Subsidiary of the Company pays holders of the Ordinary Shares in respect of a
tender or exchange offer, other than an odd-lot offer, by the Company or any of
its Subsidiaries for Ordinary Shares to the extent that the offer involves
aggregate consideration that, together with (i) any cash and the fair market

<PAGE>
                                                                              64

value of any other consideration payable in respect of any tender offer by the
Company or any of its Subsidiaries for shares of Ordinary Shares consummated
within the preceding 12 months not triggering a Conversion Rate adjustment and
(ii) all-cash distributions to all or substantially all holders of Ordinary
Shares made within the preceding 12 months not triggering a Conversion Rate
adjustment in each case, exceeds an amount equal to 12.5% of the market
capitalization of the Ordinary Shares on the expiration date of the tender
offer, the Conversion Rate shall be increased so that the same shall equal the
price determined by multiplying the Conversion Rate in effect immediately prior
to the effectiveness of the Conversion Rate increase contemplated by this
Section 12.9 by a fraction of which the denominator shall be the number of
Ordinary Shares outstanding (including any tendered or exchanged shares) at the
last time tenders or exchanges may be made pursuant to such tender or exchange
offer (the "Expiration Time") multiplied by the current market value per
Ordinary Share on the Trading Day on the NYSE next succeeding the Expiration
Time and the numerator shall be the sum of (x) the fair market value (determined
as aforesaid) of the aggregate consideration payable to stockholders based on
the acceptance (up to any maximum specified in the terms of the tender or
exchange offer) of all shares validly tendered or exchanged and not withdrawn as
of the Expiration Time (the shares deemed so accepted, up to any such maximum,
being referred to as the "Purchased Shares") and (y) the product of the number
of Ordinary Shares (less any Purchased Shares) at the Expiration Time and the
current market value per Ordinary Share on the Trading Day on the NYSE next
succeeding the Expiration Time, such increase to become effective immediately
prior to the opening of business on the day following the Expiration Time.

                  Section 12.10 WHEN ADJUSTMENT MAY BE DEFERRED. No adjustment
in the Conversion Rate need be made unless the adjustment would require an
increase or decrease of at least 1% in the Conversion Rate. Any adjustments that
are not made shall be carried forward and taken into account in any subsequent
adjustment.

                  All calculations under this Article XII shall be made to the
nearest cent or to the nearest 1/1,000th of a share, as the case may be.

                  Section 12.11 WHEN NO ADJUSTMENT REQUIRED. No adjustment need
be made as a result of: (i) the issuance of the rights; (ii) the distribution of
separate certificates representing the rights; (iii) the exercise or redemption
of the rights in accordance with any rights agreement; or (iv) the termination
or invalidation of the rights, in each case, pursuant to the Company's existing
stockholders rights plan, as amended, modified, or supplemented from time to
time or any newly adopted stockholders rights plans:

                  (1) upon the issuance of any Ordinary Shares pursuant to any
present or future plan providing for the reinvestment of dividends or interest
payable on securities of the Company and the investment of additional optional
amounts in Ordinary Shares under any plan;

                  (2) upon the issuance of any Ordinary Shares or options or
rights to purchase those shares pursuant to any present or future employee,
director or consultant benefit plan or program of or assumed by the Company or
any of its Subsidiaries; or

<PAGE>
                                                                              65


                  (3) upon the issuance of any Ordinary Shares pursuant to any
option, warrant, right, or exercisable, exchangeable or convertible security
outstanding as of the date the Securities were first issued.

                  No adjustment need be made for a transaction referred to in
12.7 or 12.8 if Holders of the Securities may participate in the transaction on
a basis and with notice that the Board of Directors determines to be fair and
appropriate in light of the basis and notice on which holders of Ordinary Shares
participate in the transaction. No adjustment need be made for a transaction
referred to in 12.8 above if all Holders of the Securities may participate in
the transaction.

                  No adjustment need be made for a change in the par value or no
par value of the Ordinary Shares.

                  To the extent the Securities become convertible pursuant to
this Article XII in whole or in part into cash, no adjustment need be made
thereafter as to the cash. Interest will not accrue on the cash.

                  Section 12.12 NOTICE OF ADJUSTMENT. Whenever the Conversion
Rate is adjusted, the Company shall promptly mail to Holders a notice of the
adjustment. The Company shall file with the Trustee and the Conversion Agent
such notice briefly stating the facts requiring the adjustment and the manner of
computing it. The certificate shall be conclusive evidence that the adjustment
is correct. Neither the Trustee nor any Conversion Agent shall be under any duty
or responsibility with respect to any such certificate except to exhibit the
same to any Holder desiring inspection thereof.

                  Section 12.13 VOLUNTARY INCREASE. The Company from time to
time may increase the Conversion Rate by any amount at any time for at least 20
days, so long as the increase is irrevocable during such period. Whenever the
Conversion Rate is increased, the Company shall mail to Securityholders and file
with the Trustee and the Conversion Agent a notice of the increase. The Company
shall mail the notice at least 15 days before the date the increased Conversion
Rate takes effect. The notice shall state the increased Conversion Rate and the
period it will be in effect. A voluntary increase of the Conversion Rate does
not change or adjust the Conversion Rate otherwise in effect for purposes of
Section 12.6, 12.7 or 12.8.

                  Section 12.14 NOTICE OF CERTAIN TRANSACTIONS. If:

         (1) the Company takes any action that would require an adjustment in
the Conversion Rate pursuant to Section 12.6, 12.7, 12.8 or 12.9 (unless no
adjustment is to occur pursuant to Section 12.11); or

         (2) the Company takes any action that would require a supplemental
indenture pursuant to Section 12.16; or

         (3) there is a liquidation or dissolution of the Company;

then the Company shall mail to Holders and file with the Trustee and the
Conversion Agent a notice stating the proposed record date for a dividend,
distribution or subdivision or the proposed


<PAGE>
                                                                              66

effective date of a combination, reclassification, consolidation, merger,
binding share exchange, transfer, liquidation or dissolution. The Company shall
file and mail the notice at least 15 days before such date. Failure to file or
mail the notice or any defect in it shall not affect the validity of the
transaction.

                  Section 12.15 REORGANIZATION OF COMPANY; SPECIAL
DISTRIBUTIONS. If the Company is a party to a transaction subject to Section 7.1
(other than a sale of all or substantially all of the assets of the Company in a
transaction in which the holders of Ordinary Shares immediately prior to such
transaction do not receive securities, cash or other assets of the Company or
any other person) or a merger or binding share exchange which reclassifies or
changes its outstanding Ordinary Shares, the person obligated to deliver
securities, cash or other assets upon conversion of Securities shall enter into
a supplemental indenture. If the issuer of securities deliverable upon
conversion of Securities is an Affiliate of the successor Company, that issuer
shall join in the supplemental indenture.

                  The supplemental indenture shall provide that the Holder of a
Security may convert it into the kind and amount of securities, cash or other
assets which such Holder would have received immediately after the
consolidation, merger, binding share exchange or transfer if such Holder had
converted the Security immediately before the effective date of the transaction,
assuming (to the extent applicable) that such Holder (i) was not a constituent
person or an Affiliate of a constituent person to such transaction; (ii) made no
election with respect thereto; and (iii) was treated alike with the plurality of
non electing Holders. The supplemental indenture shall provide for adjustments
which shall be as nearly equivalent as may be practical to the adjustments
provided for in this Article XII. The successor Company shall mail to
Securityholders a notice briefly describing the supplemental indenture.

                  If the Company makes a distribution to all holders of its
Ordinary Shares of any of its assets, or debt securities or any rights, warrants
or options to purchase securities of the Company that, but for the provisions of
the last paragraph of Section 12.8, would otherwise result in an adjustment in
the Conversion Rate pursuant to the provisions of Section 12.8, then, from and
after the record date for determining the holders of Ordinary Shares entitled to
receive the distribution, a Holder of a Security that converts such Security in
accordance with the provisions of this Indenture shall upon such conversion be
entitled to receive, in addition to the shares of Ordinary Shares into which the
Security is convertible, the kind and amount of securities, cash or other assets
comprising the distribution that such Holder would have received if such Holder
had converted the Security immediately prior to the record date for determining
the holders of Ordinary Shares entitled to receive the distribution.

                  Section 12.16 COMPANY DETERMINATION FINAL. Any determination
that the Company or the Board of Directors must make pursuant to Section 12.3,
12.6, 12.7, 12.8, 12.9, 12.10, 12.11, 12.15 or 12.17 is conclusive, absent
manifest error.

                  Section 12.17 TRUSTEE'S ADJUSTMENT DISCLAIMER. The Trustee has
no duty to determine when an adjustment under this Article XII should be made,
how it should be made or what it should be. The Trustee has no duty to determine
whether a supplemental indenture under Section 12.15 need be entered into or
whether any provisions of any supplemental indenture are correct. The Trustee
shall not be accountable for and makes no representation as to the validity


<PAGE>
                                                                              67

or value of any securities or assets issued upon conversion of Securities. The
Trustee shall not be responsible for the Company's failure to comply with this
Article XII. Each Conversion Agent shall have the same protection under this
Section 12.17 as the Trustee.

                  Section 12.18 SIMULTANEOUS ADJUSTMENTS. In the event that this
Article XII requires adjustments to the Conversion Rate under more than one of
Sections 12.6(4), 12.7 or 12.8, and the record dates for the distributions
giving rise to such adjustments shall occur on the same date, then such
adjustments shall be made by applying, first, the provisions of Section 12.6,
second, the provisions of Section 12.8 and, third, the provisions of Section
12.7.

                  Section 12.19 SUCCESSIVE ADJUSTMENTS. After an adjustment to
the Conversion Rate under this Article XII, any subsequent event requiring an
adjustment under this Article XII shall cause an adjustment to the Conversion
Rate as so adjusted.

                                  ARTICLE XIII

                                  MISCELLANEOUS

                  Section 13.1 TRUST INDENTURE ACT CONTROLS. If any provision of
this Indenture limits, qualifies, or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.

                  Section 13.2 NOTICES. Any request, demand, authorization,
notice, waiver, consent or communication shall be in writing and delivered in
person or mailed by first-class mail, postage prepaid, addressed as follows or
transmitted by facsimile transmission (confirmed by guaranteed overnight
courier) to the following facsimile numbers:

         if to the Company:

         XL Capital Ltd
         XL House
         One Bermudiana Road
         Hamilton, Bermuda HM11
         Facsimile No. (441)  292-5280
         Telephone No. (441) 292-8515
         Attention: Paul S. Giordano

         if to the Trustee:

         State Street Bank and Trust Company
         225 Asylum Street
         23rd Floor
         Hartford, Connecticut 06103
         Telephone No.  (860) 244-1859
         Facsimile No.  (860) 244-1897
         Attention:  Corporate Trust Administration (XL Capital Liquid Yield
                     Option(TM) Notes due 2021)

<PAGE>
                                                                              68


                  The Company or the Trustee by notice given to the other in the
manner provided above may designate additional or different addresses for
subsequent notices or communications.

                  Any notice or communication given to a Securityholder shall be
mailed to the Securityholder, by first-class mail, postage prepaid, at the
Securityholder's address as it appears on the registration books of the
Registrar and shall be deemed sufficiently given if so mailed within the time
prescribed.

                  Failure to mail a notice or communication to a Securityholder
or any defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not received by the addressee.

                  If the Company mails a notice or communication to the
Securityholders, it shall mail a copy to the Trustee and each Registrar, Paying
Agent, Conversion Agent or co-registrar.

                  Section 13.3 COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar, the Paying Agent, the
Conversion Agent and anyone else shall have the protection of TIA Section
312(c).

                  Section 13.4 CERTIFICATE AND OPINION AS TO CONDITIONS
PRECEDENT. Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

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

         (2) if required by the Trustee, an Opinion of Counsel stating that, in
the opinion of such counsel, all such conditions precedent (to the extent of
legal conclusions) have been complied with.

Section 13.5 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION. Each Officers'
Certificate or Opinion of Counsel with respect to compliance with a covenant or
condition provided for in this Indenture shall include:

         (1) a statement that each person making such Officers' Certificate or
Opinion of Counsel has read such covenant or condition;

         (2) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such Officers'
Certificate or Opinion of Counsel are based;

         (3) a statement that, in the opinion of each such person, he has made
such examination or investigation as is necessary to enable such person to
express an informed opinion as to whether or not such covenant or condition has
been complied with; and

<PAGE>
                                                                              69


         (4) a statement that, in the opinion of such person, such covenant or
condition has been complied with.

                  Section 13.6 SEPARABILITY CLAUSE. In case any provision in
this Indenture or in the Securities shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

                  Section 13.7 RULES BY TRUSTEE, PAYING AGENT, CONVERSION AGENT
AND REGISTRAR. The Trustee may make reasonable rules for action by or a meeting
of Securityholders. The Registrar, the Conversion Agent, the Paying Agent and
the Reset Rate Agent may make reasonable rules for their functions.

                  Section 13.8 LEGAL HOLIDAYS. A "Legal Holiday" is any day
other than a Business Day. If any specified date (including a date for giving
notice) is a Legal Holiday, the action shall be taken on the next succeeding day
that is not a Legal Holiday, and, if the action to be taken on such date is a
payment in respect of the Securities, no interest, if any, shall accrue for the
intervening period.

                  Section 13.9 GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK
SHALL GOVERN THIS INDENTURE AND THE SECURITIES.

                  Section 13.10 NO RECOURSE AGAINST OTHERS. A director, officer,
employee or stockholder, as such, of the Company shall not have any liability
for any obligations of the Company under the Securities or this Indenture or for
any claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Securityholder shall waive and release
all such liability. The waiver and release shall be part of the consideration
for the issue of the Securities.

                  Section 13.11 SUCCESSORS. All agreements of the Company in
this Indenture and the Securities shall bind its successor. All agreements of
the Trustee in this Indenture shall bind its successor.

                  Section 13.12 MULTIPLE ORIGINALS. The parties may sign any
number of copies of this Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement. One signed copy is enough to
prove this Indenture.









<PAGE>
                                                                              70


         IN WITNESS WHEREOF, XL CAPITAL LTD 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   )



-----------------------------------
Name:  Paul S. Giordano
Title: Executive Vice President
       General Counsel & Secretary

Witness:

-----------------------------------
Name:  Jerry de St. Paer
Title: Executive Vice President
       Chief Financial Officer


















<PAGE>

                                                                              71

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

                                     STATE STREET BANK AND TRUST COMPANY

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


























<PAGE>


                                                                       EXHIBIT A

                        [FORM OF FACE OF GLOBAL SECURITY]

                  FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE
CODE, THIS SECURITY IS ISSUED WITH AN INDETERMINATE AMOUNT OF ORIGINAL ISSUE
DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES AND WILL BE SUBJECT TO
THE REGULATIONS GOVERNING CONTINGENT PAYMENT DEBT INSTRUMENTS FOR UNITED STATES
FEDERAL INCOME TAX PURPOSES. THE ISSUE DATE AND THE COMMENCEMENT DATE FOR THE
ACCRUAL OF ORIGINAL ISSUE DISCOUNT IS SEPTEMBER 7, 2001, AND THE YIELD TO
MATURITY FOR PURPOSES OF ACCRUING ORIGINAL ISSUE DISCOUNT IS 2.875% PER ANNUM.
AS REQUIRED UNDER APPLICABLE TREASURY REGULATIONS, THE "COMPARABLE YIELD" IS SET
FORTH IN SECTION 2.14 OF THE INDENTURE PURSUANT TO WHICH THIS SECURITY IS BEING
ISSUED.

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), 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.

                  TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR THEREOF
OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY
SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

                  THIS SECURITY AND ANY ORDINARY SHARES ISSUABLE UPON THE
CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF
THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5
OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

                  THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF XL
CAPITAL LTD THAT THIS SECURITY AND ANY ORDINARY SHARES ISSUABLE UPON CONVERSION
OF THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR

<PAGE>

OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE TRANSFEROR REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (2) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
PROVIDED BY RULE 144 OR ANOTHER AVAILABLE EXEMPTION THEREUNDER (IF AVAILABLE) OR
(3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE
UNITED STATES AND OTHER JURISDICTIONS.

                  THIS SECURITY, ANY ORDINARY SHARES ISSUABLE UPON ITS
CONVERSION AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM
TIME TO TIME TO MODIFY THE RESTRICTIONS ON RESALES AND OTHER TRANSFERS OF THIS
SECURITY AND ANY SUCH SHARES TO REFLECT ANY CHANGE IN APPLICABLE LAW OR
REGULATION OR INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR
TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS SECURITY AND ANY
SUCH SHARES SHALL BE DEEMED BY THE ACCEPTANCE OF THIS SECURITY AND ANY SUCH
SHARES TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.










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