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


                                PXRE CORPORATION
                                   as Issuer








                                   INDENTURE

                          Dated as of January 29, 1997




                           FIRST UNION NATIONAL BANK
                                   as Trustee





                          SUBORDINATED DEBT SECURITIES


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






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                                   TIE-SHEET
                                   ---------


of provisions of Trust Indenture Act of 1939 with Indenture dated as of January
29, 1997 between PXRE Corporation, as Issuer, and First Union National Bank, as
Trustee:

ACT SECTION                                             INDENTURE SECTION
310(a)(1) ............................................  6.09
 (a)(2) ..............................................  6.09
310(a)(3) ............................................  N.A.
 (a)(4) ..............................................  N.A.
310(b) ...............................................  6.08; 6.10(a)(b) and (d)
310(c) ...............................................  N.A.
311(a) and (b) .......................................  6.13
311(c) ...............................................  N.A.
312(a) ...............................................  4.01; 4.02(a)
312(b) and (c) .......................................  4.02(b) and (c)
313(a) ...............................................  4.04(a)
313(b)(1) ............................................  N.A.
313(b)(2) ............................................  4.04(a)
313(c) ...............................................  4.04(a)
313(d) ...............................................  4.04(b)
314(a) ...............................................  4.03
314(b) ...............................................  N.A.
314(c)(1) and (2) ....................................  13.06
314(c)(3) ............................................  N.A.
314(d) ...............................................  N.A.
314(e) ...............................................  13.06
314(f) ...............................................  N.A.
315(a)(c) and (d) ....................................  6.01
315(b) ...............................................  5.08
315(e) ...............................................  5.09
316(a)(1) ............................................  5.01; 5.07
316(a)(2) ............................................  Omitted
316(a) last sentence .................................  7.04
316(b) ...............................................  5.04
317(a) ...............................................  5.02
317(b) ...............................................  3.04(a)
318(a) ...............................................  13.08

THIS TIE-SHEET IS NOT PART OF THE INDENTURE AS EXECUTED.






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                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                            Page
                                                                                            ----
<S>                                                                                         <C>
Parties......................................................................................1
Recitals.....................................................................................1
Authorization of Indenture...................................................................1
Compliance with Legal Requirements...........................................................1
Purpose of and Consideration for Indenture...................................................1

                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.01.  Definitions...................................................................1
               Affiliate.....................................................................2
               Authenticating Agent..........................................................2
               Bankruptcy Law................................................................2
               Board of Directors............................................................2
               Board Resolution..............................................................2
               Business Day..................................................................2
               Capital Securities............................................................2
               Capital Securities Guarantee..................................................2
               Certificate...................................................................2
               Common Securities.............................................................2
               Common Securities Guarantee...................................................3
               Company.......................................................................3
               Custodian.....................................................................3
               Debt Security or Debt Securities..............................................3
               Debt Security Register........................................................3
               Declaration...................................................................3
               Default.......................................................................3
               Depositary....................................................................3
               Event of Default..............................................................3
               Exchange Act..................................................................3
               Global Security...............................................................3
               Indenture.....................................................................3
               Institutional Trustee.........................................................4
               Interest......................................................................4
               Interest Payment Date.........................................................4
               Mortgage......................................................................4
               Officers' Certificate.........................................................4
               Opinion of Counsel............................................................4
               Original Issue Date...........................................................4
               Original Issue Discount Security..............................................4
               Person........................................................................5

</TABLE>

                                        i




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<TABLE>
 <S>           <C>                                                                          <C>
               Predecessor Security..........................................................5
               Principal Office of the Trustee...............................................5
               PXRE Trust....................................................................5
               Responsible Officer...........................................................5
               Restricted Securities Legend..................................................6
               Securities Act................................................................6
               Securityholder, holder of Debt Securities.....................................6
               Senior Indebtedness...........................................................6
               Subsidiary....................................................................6
               Trust Indenture Act...........................................................7
               Trust Securities..............................................................7
               Trustee.......................................................................7
               Yield to Maturity.............................................................7

                                   ARTICLE II
                                DEBT SECURITIES

SECTION 2.01.  Forms Generally...............................................................7
SECTION 2.02.  Form of Trustee's Certificate of Authentication...............................8
SECTION 2.03.  Amount Unlimited; Issuable in Series..........................................8
SECTION 2.04.  Authentication and Dating....................................................10
SECTION 2.05.  Date and Denomination of Debt Securities.....................................11
SECTION 2.06.  Execution of Debt Securities.................................................13
SECTION 2.07.  Exchange and Registration of Transfer of Debt Securities.....................13
SECTION 2.08.  Mutilated, Destroyed, Lost or Stolen Debt Securities.........................16
SECTION 2.09.  Temporary Debt Securities....................................................17
SECTION 2.10.  Cancellation of Debt Securities Paid, etc....................................17
SECTION 2.11.  Global Securities............................................................17
SECTION 2.12.  CUSIP Numbers................................................................18

                                  ARTICLE III
                      PARTICULAR COVENANTS OF THE COMPANY

SECTION 3.01.  Payment of Principal, Premium and Interest...................................19
SECTION 3.02.  Offices for Notices and Payments, etc........................................19
SECTION 3.03.  Appointments to Fill Vacancies in Trustee's Office...........................20
SECTION 3.04.  Provision as to Paying Agent.................................................20
SECTION 3.05.  Certificate to Trustee.......................................................21
SECTION 3.06.  Compliance with Consolidation Provisions.....................................21
SECTION 3.07.  Limitation on Dividends......................................................21
SECTION 3.08.  Covenants as to PXRE Trusts..................................................22
SECTION 3.09.  Calculation of Original Issue Discount.......................................22


</TABLE>


                                     ii





<PAGE>
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                                   ARTICLE IV
       SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE
<TABLE>
 <S>           <C>                                                                          <C>

SECTION 4.01.  Securityholders' Lists.......................................................22
SECTION 4.02.  Preservation and Disclosure of Lists.........................................23
SECTION 4.03.  [Reserved]...................................................................24
SECTION 4.04.  Reports by the Trustee.......................................................24

                                   ARTICLE V
      REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT

SECTION 5.01.  Events of Default............................................................25
SECTION 5.02.  Payment of Debt Securities on Default; Suit Therefor.........................27
SECTION 5.03.  Application of Moneys Collected by Trustee...................................29
SECTION 5.04.  Proceedings by Securityholders...............................................29
SECTION 5.05.  Proceedings by Trustee.......................................................30
SECTION 5.06.  Remedies Cumulative and Continuing...........................................30
SECTION 5.07.  Direction of Proceedings and Waiver of Defaults by Majority of
                      Securityholders.......................................................31
SECTION 5.08.  Notice of Defaults...........................................................31
SECTION 5.09.  Undertaking to Pay Costs.....................................................32

                                   ARTICLE VI
                             CONCERNING THE TRUSTEE

SECTION 6.01.  Duties and Responsibilities of Trustee.......................................32
SECTION 6.02.  Reliance on Documents, Opinions, etc.........................................33
SECTION 6.03.  No Responsibility for Recitals, etc..........................................35
SECTION 6.04.  Trustee, Authenticating Agent, Paying Agents, Transfer Agents or
                      Registrar May Own Debt Securities.....................................35
SECTION 6.05.  Moneys to be Held in Trust...................................................35
SECTION 6.06.  Compensation and Expenses of Trustee.........................................35
SECTION 6.07.  Officers' Certificate as Evidence............................................36
SECTION 6.08.  Conflicting Interest of Trustee..............................................36
SECTION 6.09.  Eligibility of Trustee.......................................................36
SECTION 6.10.  Resignation or Removal of Trustee............................................37
SECTION 6.11.  Acceptance by Successor Trustee..............................................38
SECTION 6.12.  Succession by Merger, etc....................................................39
SECTION 6.13.  Limitation on Rights of Trustee as a Creditor................................40
SECTION 6.14.  Authenticating Agents........................................................40

                                  ARTICLE VII
                         CONCERNING THE SECURITYHOLDERS

SECTION 7.01.  Action by Securityholders....................................................41
</TABLE>

                                      iii





<PAGE>
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<TABLE>
 <S>           <C>                                                                          <C>

SECTION 7.02.  Proof of Execution by Securityholders........................................42
SECTION 7.03.  Who Are Deemed Absolute Owners...............................................42
SECTION 7.04.  Debt Securities Owned by Company Deemed Not Outstanding......................42
SECTION 7.05.  Revocation of Consents; Future Holders Bound.................................43

                                  ARTICLE VIII
                           SECURITYHOLDERS' MEETINGS

SECTION 8.01.  Purposes of Meetings.........................................................43
SECTION 8.02.  Call of Meetings by Trustee..................................................44
SECTION 8.03.  Call of Meetings by Company or Securityholders...............................44
SECTION 8.04.  Qualifications for Voting....................................................44
SECTION 8.05.  Regulations..................................................................44
SECTION 8.06.  Voting.......................................................................45
SECTION 8.07.  Quorum; Actions..............................................................45

                                   ARTICLE IX
                            SUPPLEMENTAL INDENTURES

SECTION 9.01.  Supplemental Indentures without Consent of Securityholders...................46
SECTION 9.02.  Supplemental Indentures with Consent of Securityholders......................48
SECTION 9.03.  Compliance with Trust Indenture Act; Effect of Supplemental Indentures.......49
SECTION 9.04.  Notation on Debt Securities..................................................49
SECTION 9.05.  Evidence of Compliance of Supplemental Indenture to be Furnished to
                      Trustee...............................................................50

                                   ARTICLE X
               CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

SECTION 10.01.  Company May Consolidate, etc., on Certain Terms.............................50
SECTION 10.02.  Successor Corporation to be Substituted.....................................50
SECTION 10.03.  Opinion of Counsel to be Given to Trustee...................................51

                                   ARTICLE XI
                    SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 11.01.  Discharge of Indenture......................................................51
SECTION 11.02.  Deposited Moneys to be Held in Trust by Trustee.............................52
SECTION 11.03.  Paying Agent to Repay Moneys Held...........................................52
SECTION 11.04.  Return of Unclaimed Moneys..................................................52



                                       iv

</TABLE>




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<PAGE>

<TABLE>
 <S>           <C>                                                                          <C>

                                  ARTICLE XII
                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

SECTION 12.01.  Indenture and Debt Securities Solely Corporate Obligations..................52

                                  ARTICLE XIII
                            MISCELLANEOUS PROVISIONS

SECTION 13.01.  Successors..................................................................53
SECTION 13.02.  Official Acts by Successor Corporation......................................53
SECTION 13.03.  Surrender of Company Powers.................................................53
SECTION 13.04.  Addresses for Notices, etc..................................................53
SECTION 13.05.  Governing Law...............................................................54
SECTION 13.06.  Evidence of Compliance with Conditions Precedent............................54
SECTION 13.07.  Non-Business Days...........................................................54
SECTION 13.08.  Trust Indenture Act to Control..............................................54
SECTION 13.09.  Table of Contents, Headings, etc............................................55
SECTION 13.10.  Execution in Counterparts...................................................55
SECTION 13.11.  Separability................................................................55
SECTION 13.12.  Assignment..................................................................55
SECTION 13.13.  Acknowledgment of Rights....................................................55

                                  ARTICLE XIV
        REDEMPTION OF SECURITIES -- MANDATORY AND OPTIONAL SINKING FUND

SECTION 14.01.  Applicability of Article....................................................56
SECTION 14.02.  Notice of Redemption; Selection of Debt Securities..........................56
SECTION 14.03.  Payment of Debt Securities Called for Redemption............................57
SECTION 14.04.  Mandatory and Optional Sinking Fund.........................................57

                                   ARTICLE XV
                        SUBORDINATION OF DEBT SECURITIES

SECTION 15.01.  Agreement to Subordinate....................................................59
SECTION 15.02.  Default on Senior Indebtedness; Standstill..................................60
SECTION 15.03.  Liquidation; Dissolution; Bankruptcy........................................61
SECTION 15.04.  Subrogation.................................................................62
SECTION 15.05.  Trustee to Effectuate Subordination.........................................63
SECTION 15.06.  Notice by the Company.......................................................63
SECTION 15.07.  Rights of the Trustee; Holders of Senior Indebtedness.......................64
SECTION 15.08.  Subordination May Not Be Impaired...........................................65
</TABLE>


                                       v





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<PAGE>

               THIS INDENTURE, dated as of January 29, 1997, between PXRE
Corporation, a Delaware corporation (hereinafter sometimes called the
"Company"), and First Union National Bank, a national banking association, as
trustee (hereinafter sometimes called the "Trustee"),


                             W I T N E S S E T H :

               WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the issue from time to time of its subordinated unsecured debentures,
notes or other evidence of indebtedness to be issued in one or more series (the
"Debt Securities") up to such principal amount or amounts as may from time to
time be authorized in accordance with the terms of this Indenture and, to
provide the terms and conditions upon which the Debt Securities are to be
authenticated, issued and delivered, the Company has duly authorized the
execution of this Indenture; and

               WHEREAS, all acts and things necessary to make this Indenture a
valid agreement according to its terms, have been done and performed;

               NOW, THEREFORE, This Indenture Witnesseth:

               In consideration of the premises, and the purchase of the Debt
Securities by the holders thereof, the Company covenants and agrees with the
Trustee for the equal and proportionate benefit of the respective holders from
time to time of the Debt Securities or of a series thereof, as follows:


                                   ARTICLE I

                                  DEFINITIONS


               SECTION 1.01.  Definitions.

               The terms defined in this Section 1.01 (except as herein
otherwise expressly provided or unless the context otherwise requires) for all
purposes of this Indenture and of any indenture supplemental hereto shall have
the respective meanings specified in this Section 1.01. All other terms used in
this Indenture which are defined in the Trust Indenture Act, or which are by
reference therein defined in the Securities Act, shall (except as herein
otherwise expressly provided or unless the context otherwise requires) have the
meanings assigned to such terms in the Trust Indenture Act and the Securities
Act as in force at the date of this Indenture as originally executed. All
accounting terms used herein and not expressly defined shall have the meanings
assigned to such terms in accordance with generally accepted accounting
principles and the term "generally accepted accounting principles" means such
accounting principles as are generally accepted at the time of any computation.
The words "herein," "hereof" and "hereunder" and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision.

               "Additional Provisions" shall have the meaning specified in
Section 15.01.





<PAGE>
<PAGE>

               "Affiliate" means, with respect to a specified Person, (a) any
Person directly or indirectly owning, controlling or holding with power to vote
10% or more of the outstanding voting securities or other ownership interests of
the specified Person, (b) any Person 10% or more of whose outstanding voting
securities or other ownership interests are directly or indirectly owned,
controlled or held with power to vote by the specified Person, (c) any Person
directly or indirectly controlling, controlled by, or under common control with
the specified Person, (d) a partnership in which the specified Person is a
general partner, (e) any executive officer or director of the specified Person,
and (f) if the specified Person is an individual, any entity of which the
specified Person is an executive officer, director or general partner.

               "Authenticating Agent" shall mean any agent or agents of the
Trustee which at the time shall be appointed and acting pursuant to Section
6.14.

               "Bankruptcy Law" shall mean Title 11, U.S. Code, or any similar
federal or state law for the relief of debtors.

               "Board of Directors" shall mean the board of directors or the
executive committee or any other duly authorized designated officers of the
Company.

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

               "Business Day" shall mean, with respect to any series of Debt
Securities, any day other than a Saturday, Sunday or any other day on which
banking institutions in New York City (in the State of New York), Newark (in the
State of New Jersey) or Charlotte (in the State of North Carolina) are permitted
or required by any applicable law to close.

               "Capital Securities" shall mean undivided beneficial interests in
the assets of a PXRE Trust which rank pari passu with Common Securities issued
by such PXRE Trust; provided, however, that upon the occurrence of an Event of
Default (as defined in the Declaration with respect to such PXRE Trust), the
rights of holders of such Common Securities to payment in respect of
distributions and payments upon liquidation, redemption and otherwise are
subordinated to the rights of holders of such Capital Securities.

               "Capital Securities Guarantee" shall mean, in respect of any PXRE
Trust, any guarantee that the Company may enter into with First Union National
Bank or other Persons that operates directly or indirectly for the benefit of
holders of Capital Securities of such PXRE Trust.

               "Certificate" shall mean a certificate signed by any one of the
principal executive officer, the principal financial officer or the principal
accounting officer of the Company.

               "Common Securities" shall mean undivided beneficial interests in
the assets of a PXRE Trust which rank pari passu with Capital Securities issued
by such PXRE Trust; provided,

                                       2




<PAGE>
<PAGE>

however, that upon the occurrence of an Event of Default (as defined in the
Declaration with respect to such PXRE Trust), the rights of holders of such
Common Securities to payment in respect of distributions and payments upon
liquidation, redemption and otherwise are subordinated to the rights of holders
of such Capital Securities.

               "Common Securities Guarantee" shall mean, in respect of any PXRE
Trust, any guarantee that the Company may enter into with any Person or Persons
and that operates directly or indirectly for the benefit of holders of Common
Securities of such PXRE Trust.

               "Company" shall mean PXRE Corporation, a Delaware corporation,
and, subject to the provisions of Article X, shall include its successors and
assigns.

               "Custodian" shall mean any receiver, trustee, assignee,
liquidator, or similar official under any Bankruptcy Law.

               "Debt Security" or "Debt Securities" shall have the meaning
stated in the first recital of this Indenture and more particularly means any
debt security or debt securities, as the case may be, authenticated and
delivered under this Indenture.

               "Debt Security Register" shall have the meaning specified in
Section 2.07.

               "Declaration," with respect to a PXRE Trust, shall mean the
Amended and Restated Declaration of Trust of such PXRE Trust.

               "Default" means any event, act or condition that with notice or
lapse of time, or both, would constitute an Event of Default.

               "Depositary" shall mean, with respect to Debt Securities of any
series for which the Company shall determine that such Debt Securities will be
issued as a Global Security, The Depository Trust Company, New York, New York,
another clearing agency, or any successor registered as a clearing agency under
the Exchange Act, or other applicable statute or regulation, which, in each
case, shall be designated by the Company pursuant to either Section 2.03 or
2.11.

               "Event of Default" shall mean any event specified in Section
5.01, continued for the period of time, if any, and after the giving of the
notice, if any, therein designated.

               "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

               "Global Security" shall mean, with respect to any series of Debt
Securities, a Debt Security executed by the Company and delivered by the Trustee
to the Depositary or pursuant to the Depositary's instruction, all in accordance
with the Indenture, which shall be registered in the name of the Depositary or
its nominee.

               "Indenture" shall mean this instrument as originally executed or,
if amended or supplemented as herein provided, as so amended or supplemented, or
both, and shall include the form and terms of particular series of Debt
Securities established as contemplated hereunder.

                                       3




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<PAGE>

               "Institutional Trustee" has the meaning set forth in the
Declaration of the applicable PXRE Trust.

               "Interest" shall mean, when used with respect to noninterest
bearing Debt Securities, interest payable after maturity.

               "Interest Payment Date," when used with respect to any
installment of interest on a Debt Security of a particular series, shall mean
the date specified in such Debt Security or in a Board Resolution or in an
indenture supplemental hereto with respect to such series as the fixed date on
which an installment of interest with respect to Debt Securities of that series
is due and payable.

               "Mortgage" shall mean and include any mortgage, pledge, lien,
security interest, conditional sale or other title retention agreement or other
similar encumbrance.

               "Officers' Certificate" shall mean a certificate signed by the
Chairman of the Board, the President, any Executive Vice-President, any Senior
Vice-President, or any Vice President, and by the Treasurer, an Assistant
Treasurer, the Controller, an Assistant Controller, the Secretary or an
Assistant Secretary of the Company, and delivered to the Trustee. Each such
certificate shall include the statements provided for in Section 13.06 if and to
the extent required by the provisions of such Section.

               "Opinion of Counsel" shall mean an opinion in writing signed by
legal counsel, who may be an employee of or counsel to the Company, or may be
other counsel satisfactory to the Trustee. Each such opinion shall include the
statements provided for in Section 13.06 if and to the extent required by the
provisions of such Section.

               "Original Issue Date" of any Debt Security (or any portion
thereof) shall mean the earlier of (a) the date of such Debt Security or (b) the
date of any Debt Security (or portion thereof) for which such Debt Security was
issued (directly or indirectly) on registration of transfer, exchange or
substitution.

               "Original Issue Discount Security" shall mean any Debt Security
which provides for an amount less than the principal amount thereof to be due
and payable upon a declaration of acceleration of the maturity thereof pursuant
to Section 5.01.

               The term "outstanding," when used with reference to Debt
Securities, shall, subject to the provisions of Section 7.04, mean, as of any
particular time, all Debt Securities authenticated and delivered by the Trustee
or the Authenticating Agent under this Indenture, except

               (a)  Debt Securities theretofore canceled by the Trustee or the
        Authenticating Agent or delivered to the Trustee for cancellation;

               (b)  Debt Securities, or portions thereof, for the payment or
        redemption of which moneys in the necessary amount shall have been
        deposited in trust with the Trustee or 

                                       4




<PAGE>
<PAGE>

        with any paying agent (other than the Company) or shall have been set
        aside and segregated in trust by the Company (if the Company shall act
        as its own paying agent); provided that, if such Debt Securities, or
        portions thereof, are to be redeemed prior to maturity thereof, notice
        of such redemption shall have been given as provided in Article Fourteen
        or provision satisfactory to the Trustee shall have been made for giving
        such notice; and

               (c)  Debt Securities paid pursuant to Section 2.08 or in lieu of
        or in substitution for which other Debt Securities shall have been
        authenticated and delivered pursuant to the terms of Section 2.08 unless
        proof satisfactory to the Company and the Trustee is presented that any
        such Debt Securities are held by bona fide holders in due course.

               In determining whether the holders of the requisite principal
amount of outstanding Debt Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the principal
amount of an Original Issue Discount Security that shall be deemed to be
outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration
of acceleration of the maturity thereof pursuant to Section 5.01.

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

               "Predecessor Security" of any particular Debt Security means
every previous Debt Security evidencing all or a portion of the same debt as
that evidenced by such particular Debt Security; and, for the purposes of this
definition, any Debt Security authenticated and delivered under Section 2.08 in
lieu of a lost, destroyed or stolen Debt Security shall be deemed to evidence
the same debt as the lost, destroyed or stolen Debt Security.

               "Principal Office of the Trustee," or other similar term, shall
mean the office of the Trustee, at which at any particular time its corporate
trust business shall be principally administered.

               "PXRE Trust" shall mean a Delaware business trust, or any other
similar trust created for the purpose of issuing Capital Securities in
connection with the issuance of Debt Securities under this Indenture of which
the Company is the sponsor.

               "Responsible Officer," when used with respect to the Trustee,
shall mean the chairman and vice chairman of the board of directors, the
chairman or vice chairman of the executive committee of the board of directors,
the president, any vice president, any assistant vice president, the cashier,
any assistant cashier, the secretary, any assistant secretary, the treasurer,
any assistant treasurer, any senior trust officer, any trust officer, the
controller, any assistant controller or any other officer or assistant officer
of the Trustee customarily performing 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 his knowledge of and familiarity
with the particular subject.

                                       5




<PAGE>
<PAGE>

               "Restricted Securities Legend" shall have the meaning specified
in Section 2.07.

               "Securities Act" shall mean the Securities Act.

               "Securityholder," "holder of Debt of Debt Securities ,"
or other similar terms, shall mean any Person in whose name at the time a
particular Debt Security is registered on the register kept by the
Company or the Trustee for that purpose in accordance with the terms hereof.

               "Senior Indebtedness" means, with respect to the Company (except
any other obligations which by their express terms specifically rank pari passu
with or junior to the Debt Securities) (i) all obligations of the Company
(including without limitation, with respect to interest, principal and premium,
if any) under the 9-3/4% Senior Notes due 2003, issued under an Indenture dated
as of August 31, 1993, as amended, between the Company and State Street Bank and
Trust Company, as successor trustee, and any Refinancing thereof (as such term
"Refinancing" is defined in such Indenture), including without limitation,
interest that accrues on or after, or which would accrue but for, the filing of
a petition in bankruptcy or for reorganization, whether or not a claim for
post-petition interest is allowed in such proceedings ("Post-Petition
Interest"), (ii) all obligations of the Company (including, without limitation,
with respect to interest, principal (and premium, if any), and including any
Post-Petition Interest in respect thereof) in respect of (A) indebtedness of the
Company for money borrowed and (B) indebtedness evidenced by securities,
debentures, notes, bonds or other similar instruments issued by the Company,
including, without limitation, any current or future indebtedness under any
indenture (other than this Indenture) to which the Company is a party; (iii) all
capital lease obligations of the Company; (iv) all obligations of the Company
issued or assumed as the deferred purchase price of property, all conditional
sale obligations of the Company and all obligations of the Company under any
title retention agreement (but excluding trade accounts payable arising in the
ordinary course of business); (v) all obligations of the Company for the
reimbursement on any letter of credit, any banker's acceptance, any security
purchase facility, any repurchase agreement or similar arrangement, any interest
rate swap, any other hedging arrangement, any obligation under options or any
similar credit or other transaction; (vi) all obligations of the type referred
to in clauses (i) through (v) above of other Persons for the payment of which
the Company is responsible or liable as obligor, guarantor or otherwise; and
(vii) all obligations of the type referred to in clauses (i) through (vi) above
of other Persons secured by any lien on any property or asset of the Company
(whether or not such obligation is assumed by the Company), except for (1) any
such indebtedness that contains express terms, or is issued under a deed,
indenture or other instrument that contains express terms, providing that it is
subordinate to or ranks pari passu with the Debt Securities, (2) any
indebtedness between or among the Company or any Affiliate of the Company, (3)
any series of Debt Securities issued pursuant to this Indenture and guarantees
in respect of any such series of Debt Securities. Senior Indebtedness shall
continue to be Senior Indebtedness and be entitled to the benefits of the
subordination provisions irrespective of any amendment, modification or waiver
of any term of such Senior Indebtedness.

               "Subsidiary" shall mean with respect to any Person, (i) any
corporation at least a majority of the outstanding voting stock of which is
owned, directly or indirectly, by such Person 

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<PAGE>

or by one or more of its Subsidiaries, or by such Person and one or more of its
Subsidiaries, (ii) any general partnership, joint venture or similar entity, at
least a majority of the outstanding partnership or similar interests of which
shall at the time be owned by such Person, or by one or more of its
Subsidiaries, or by such Person and one or more of its Subsidiaries and (iii)
any limited partnership of which such Person or any of its Subsidiaries is a
general partner. For the purposes of this definition, "voting stock" means
shares, interests, participations or other equivalents in the equity interest
(however designated) in such Person having ordinary voting power for the
election of a majority of the directors (or the equivalent) of such Person,
other than shares, interests, participations or other equivalents having such
power only by reason of the occurrence of a contingency.


               "Trust Indenture Act" shall mean the Trust Indenture Act of 1939
as in force at the date of execution of this Indenture, except as provided in
Section 9.03.
               "Trust Securities" Trust Securities shall mean Common Securities
and Capital Securities of a PXRE Trust.

               "Trustee" shall mean the Person identified as "Trustee" in the
first paragraph hereof, and, subject to the provisions of Article VI hereof,
shall also include its successors and assigns as Trustee hereunder. The term
"Trustee" as used with respect to a particular series of Debt Securities shall
mean the trustee with respect to that series.

               "Yield to Maturity" shall mean the yield to maturity on a series
of Debt Securities, calculated at the time of issuance of such series of Debt
Securities, or if applicable, at the most recent redetermination of interest on
such series and calculated in accordance with accepted financial practice.

                                   ARTICLE II

                                 DEBT SECURITIES

               SECTION 2.01. Forms Generally.

               The Debt Securities of each series shall be in substantially the
form as shall be established by or pursuant to a Board Resolution and as set
forth in an Officers' Certificate of the Company or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with any law or with any rules made pursuant thereto or with any rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution of the Debt
Securities.

               In the event the Debt Securities are issued in definitive form
pursuant to this Indenture, such Debt Securities shall be typed, printed,
lithographed or engraved on steel

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<PAGE>

engraved borders or may be produced in any other manner, all as determined by
the officers executing such Debt Securities, as evidenced by their execution of
such Debt Securities.

               SECTION 2.02. Form of Trustee's Certificate of Authentication.

               The Trustee's certificate of authentication on all Debt
Securities shall be in substantially the following form:

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

               First Union National Bank, as Trustee

               By________________________________
                 Authorized Officer

               SECTION 2.03. Amount Unlimited; Issuable in Series.

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

               The Debt Securities may be issued in one or more series up to the
aggregate principal amount of Debt Securities of that series from time to time
authorized by or pursuant to a Board Resolution of the Company or pursuant to
one or more indentures supplemental hereto. Prior to the initial issuance of
Debt Securities of any series, there shall be established in or pursuant to a
Board Resolution of the Company and set forth in an Officers' Certificate of the
Company or established in one or more indentures supplemental:

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

                      (2) any limit upon the aggregate principal amount of the
        Debt Securities of the series which may be authenticated and delivered
        under this Indenture (except for Debt Securities authenticated and
        delivered upon registration of transfer of, or in exchange for, or in
        lieu of, other Debt Securities of the series pursuant to Section 2.07,
        2.08, 2.09, 9.04 or 14.03);

                      (3) the date or dates on which the principal of and
        premium, if any, on the Debt Securities of the series is payable;

                      (4) the rate or rates at which the Debt Securities of the
        series shall bear interest, if any, or the method by which such interest
        may be determined, the date or dates from which such interest shall
        accrue, the Interest Payment Dates on which such interest shall be
        payable or the manner of determination of such Interest Payment Dates
        and the record dates for the determination of holders to whom interest
        is payable on any such Interest Payment Dates;

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

                      (6) the right, if any, to extend the interest payment
        periods and the duration of such extension;

                      (7) the price or prices at which, the period or periods
        within which and the terms and conditions upon which Debt Securities of
        the series may be redeemed, in whole or in part, at the option of the
        Company, pursuant to any sinking fund or otherwise;

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

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

                      (10) if other than the principal amount thereof, the
        portion of the principal amount of Debt Securities of the series which
        shall be payable upon declaration of acceleration of the maturity
        thereof pursuant to Section 5.01 or provable in bankruptcy pursuant to
        Section 5.02;

                      (11) any Events of Default with respect to the Debt
        Securities of a particular series, if not set forth herein;

                      (12) the form of the Debt Securities of the series
        including the form of the certificate of authentication of such series;

                      (13) any trustee, authenticating or paying agents, warrant
        agents, transfer agents or registrars with respect to the Debt
        Securities of such series;

                      (14) whether the Debt Securities of the series shall be
        issued in whole or in part in the form of one or more Global Securities
        and, in such case, the Depositary for such Global Security or
        Securities, and whether beneficial owners of interests in any such
        Global Securities may exchange such interests for other Debt Securities
        of such series in the manner provided in Section 2.07, and the manner
        and the circumstances under which and the place or places where any such
        exchanges may occur if other than in the manner provided in Section
        2.07, and any other terms of the series relating to the global nature of
        the Global Securities of such series and the exchange, registration or
        transfer thereof and the payment of any principal thereof, or interest
        or premium, if any, thereon;

                      (15) if the Debt Securities of the series are issued
        pursuant to an exemption from registration under the Securities Act; and

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<PAGE>

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

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

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

               SECTION 2.04.  Authentication and Dating.

               At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Debt Securities of any
series executed by the Company to the Trustee for authentication, and the
Trustee shall thereupon authenticate and make available for delivery said Debt
Securities to or upon the written order of the Company, signed by its Chairman
of the Board of Directors, the President, one of its Executive Vice Presidents,
one of its Senior Vice Presidents or one of its Vice Presidents and by its
Secretary, any Assistant Secretary, Treasurer or Controller, without any further
action by the Company hereunder. In authenticating such Debt Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Debt Securities, the Trustee shall be entitled to receive, and (subject to
Section 6.01) shall be fully protected in relying upon:

                      (1) a copy of any Board Resolution or Resolutions relating
        thereto and, if applicable, an appropriate record of any action taken
        pursuant to such resolution, in each case certified by the Secretary or
        an Assistant Secretary of the Company as the case may be;

                      (2) an executed supplemental indenture, if any;

                      (3) an Officers' Certificate setting forth the form and
        terms of the Debt Securities if and as required pursuant to Sections
        2.01 and 2.03, respectively; and

                      (4) an Opinion of Counsel prepared in accordance with
        Section 13.06 which shall also state:

               (a)  that the form of such Debt Securities has been established
        by or pursuant to a resolution of the Board of Directors or by a
        supplemental indenture as permitted by Section 2.01 in conformity with
        the provisions of this Indenture;

               (b)  that the terms of such Debt Securities have been established
        by or pursuant to a resolution of the Board of Directors or by a
        supplemental indenture as permitted by Section 2.03 in conformity with
        the provisions of this Indenture;

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<PAGE>

               (c)  that such Debt Securities, when authenticated and delivered
        by the Trustee and issued by the Company in each case in the manner and
        subject to any conditions specified in such Opinion of Counsel, will
        constitute valid and legally binding obligations of the Company;

               (d)  that all laws and requirements in respect of the execution
        and delivery by the Company of the Debt Securities, have been complied
        with and that authentication and delivery of the Debt Securities by the
        Trustee will not violate the terms of the Indenture; and

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

               The Trustee shall have the right to decline to authenticate and
deliver any Debt Securities under this Section if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken or if the Trustee
in good faith by its board of directors or trustees, executive committee, or a
trust committee of directors or trustees and/or vice presidents shall determine
that such action would expose the Trustee to personal liability to existing
holders.

               SECTION 2.05. Date and Denomination of Debt Securities.

               The Debt Securities shall be issuable as registered Debt
Securities without coupons and in such denominations as shall be specified as
contemplated by Section 2.03. In the absence of any such specification with
respect to the Debt Securities of any series, the Debt Securities of such series
shall be issuable in the denominations of $1,000 and any multiple thereof. The
Debt Securities shall be numbered, lettered, or otherwise distinguished in such
manner or in accordance with such plans as the officers executing the same may
determine with the approval of the Trustee as evidenced by the execution and
authentication thereof.

               Every Debt Security shall be dated the date of its
authentication, shall bear interest, if any, from such date and shall be payable
on such dates, in each case, as contemplated by Section 2.03. The interest
installment on any Security that is payable, and is punctually paid or duly
provided for, on any Interest Payment Date for Debt Securities of that series
shall be paid to the Person in whose name said Debt Security (or one or more
Predecessor Securities) is registered at the close of business on the regular
record date for such interest installment. In the event that any Debt Security
of a particular series or portion thereof is called for redemption and the
redemption date is subsequent to a regular record date with respect to any
Interest Payment Date and prior to such Interest Payment Date, interest on such
Debt Security will be paid upon presentation and surrender of such Debt Security
as provided in Section 14.03.

               Any interest on any Debt Security that is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date for a Debt
Security of the same series (herein called "Defaulted Interest") shall forthwith
cease to be payable to the registered holder on the relevant regular record date
by virtue of having been such holder; and such Defaulted Interest shall be paid
by the Company, at its election, as provided in clause (1) or clause (2) below:

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<PAGE>

                      (1) The Company may make payment of any Defaulted Interest
        on Securities to the Persons in whose names such Debt Securities (or
        their respective Predecessor Securities) are registered at the close of
        business on a special record date for the payment of such Defaulted
        Interest, which shall be fixed in the following manner: the Company
        shall notify the Trustee in writing of the amount of Defaulted Interest
        proposed to be paid on each such Debt Security and the date of the
        proposed payment, and at the same time the Company shall deposit with
        the Trustee an amount of money equal to the aggregate amount proposed to
        be paid in respect of such Defaulted Interest or shall make arrangements
        satisfactory to the Trustee for such deposit prior to the date of the
        proposed payment, such money when deposited to be held in trust for the
        benefit of the Persons entitled to such Defaulted Interest as in this
        clause provided. Thereupon the Trustee shall fix a special record date
        for the payment of such Defaulted Interest which shall not be more than
        15 nor less than ten days prior to the date of the proposed payment and
        not less than ten 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 Securityholder at his or her address as it
        appears in the Debt Security Register, not less than ten days prior to
        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 such Debt Securities (or their respective
        Predecessor Securities) are registered on such special record date and
        shall be no longer payable pursuant to the following clause (2).

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

In respect of any series of Debt Securities in which the right to extend the
interest payment periods has been provided pursuant to Section 2.03(6), any
interest scheduled to become payable on an Interest Payment Date occurring
during a valid extension of an interest payment period shall not be Defaulted
Interest and shall be payable on such other date as may be specified in the
terms of such Debt Securities.

               Unless otherwise set forth in a Board Resolution of the Company
or one or more indentures supplemental hereto establishing the terms of any
series of Debt Securities pursuant to Section 2.01 hereof, the term "regular
record date" as used in this Section with respect to a series of Debt Securities
with respect to any Interest Payment Date for such series shall mean either the
fifteenth day of the month immediately preceding the month in

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<PAGE>

which an Interest Payment Date established for such series pursuant to Section
2.01 hereof shall occur, if such Interest Payment Date is the first day of a
month, or the last day of the month immediately preceding the month in which an
Interest Payment Date established for such series pursuant to Section 2.01
hereof shall occur, if such Interest Payment Date is the fifteenth day of a
month, whether or not such date is a Business Day.

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

               SECTION 2.06.  Execution of Debt Securities.

               The Debt Securities shall be signed in the name and on behalf of
the Company by the manual or facsimile signature of its Chairman of the Board of
Directors, the President, one of its Executive Vice Presidents, one of its
Senior Vice Presidents or one of its Vice Presidents and by the manual or
facsimile signature of its Secretary, any Assistant Secretary, Treasurer or
Controller, under its corporate seal which may be affixed thereto or printed,
engraved or otherwise reproduced thereon, by facsimile or otherwise, and which
need not be attested. Only such Debt Securities as shall bear thereon a
certificate of authentication substantially in the form herein before recited,
executed by the Trustee or the Authenticating Agent by the manual signature of
an authorized signatory, shall be entitled to the benefits of this Indenture or
be valid or obligatory for any purpose. Such certificate by the Trustee or the
Authenticating Agent upon any Debt Security executed by the Company shall be
conclusive evidence that the Debt Security so authenticated has been duly
authenticated and delivered hereunder and that the holder is entitled to the
benefits of this Indenture.

               In case any officer of the Company who shall have signed any of
the Debt Securities shall cease to be such officer before the Debt Securities so
signed shall have been authenticated and delivered by the Trustee or the
Authenticating Agent, or disposed of by the Company, such Debt Securities
nevertheless may be authenticated and delivered or disposed of as though the
Person who signed such Debt Securities had not ceased to be such officer of the
Company; and any Debt Security may be signed on behalf of the Company by such
Persons as, at the actual date of the execution of such Debt Security, shall be
the proper officers of the Company, although at the date of the execution of
this Indenture any such person was not such an officer.

               SECTION 2.07. Exchange and Registration of Transfer of Debt
Securities.

               Subject to Section 2.03(14), Debt Securities of any series may be
exchanged for a like aggregate principal amount of Debt Securities of the same
series of other authorized denominations. Debt Securities to be exchanged may be
surrendered at the principal corporate trust office of the Trustee or at any
office or agency to be maintained by the Company for such purpose as provided in
Section 3.02, and the Company shall execute, the Company or the Trustee shall
register and the Trustee or the Authenticating Agent shall authenticate and make
available for delivery in exchange therefor the Debt Security or Debt Securities
which the Securityholder making the exchange shall be entitled to receive.
Subject to Section 2.03(14), upon due presentment for registration of transfer
of any Debt Security of any series at the principal

                                       13




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<PAGE>

corporate trust office of the Trustee or at any office or agency of the Company
maintained for such purpose as provided in Section 3.02, the Company shall
execute, the Company or the Trustee shall register and the Trustee or the
Authenticating Agent shall authenticate and make available for delivery in the
name of the transferee or transferees a new Debt Security or Debt Securities of
the same series for a like aggregate principal amount. Registration or
registration of transfer of any Debt Security by the Trustee or by any agent of
the Company appointed pursuant to Section 3.02, and delivery of such Debt
Security, shall be deemed to complete the registration or registration of
transfer of such Debt Security.

               The Company shall cause to be kept, at the office or agency
maintained for the purpose of registration of transfer and for exchange as
provided in Section 3.02, a register (the "Debt Security Register") for each
series of Debt Securities issued hereunder in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
and transfer of all Debt Securities as in this Article Two provided. Such
register shall be in written form or in any other form capable of being
converted into written form within a reasonable time.

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

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

               The Company or the Trustee shall not be required to exchange or
register a transfer of (a) any Debt Security for a period of 15 days next
preceding the date of selection of Debt Securities of such series for
redemption, or (b) any Debt Securities of any series selected, called or being
called for redemption in whole or in part, except in the case of any Debt
Securities of any series to be redeemed in part, the portion thereof not so to
be redeemed.

               Notwithstanding the foregoing, if pursuant to Section 2.03, a
series of Debt Securities are issued pursuant to an exemption from registration
under the Securities Act, such Debt Securities may not be transferred except in
compliance with the restricted securities legend set forth below (the
"Restricted Securities Legend"), unless otherwise determined by the Company in
accordance with applicable law:

               THE DEBT SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS. NEITHER THIS DEBT SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT. THE

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HOLDER OF THIS DEBT SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH DEBT SECURITY PRIOR TO THE DATE WHICH IS THREE YEARS
AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH
PXRE CORPORATION (THE "COMPANY") OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER
OF THIS DEBT SECURITY OR ANY PREDECESSOR OF THIS DEBT SECURITY (THE "RESALE
RESTRICTIONS TERMINATION DATE") ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS
THE DEBT SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN
INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1),
(2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE DEBT
SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
"ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR
OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT
PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH
MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS DEBT SECURITY AGREES THAT
IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. DEBT SECURITIES OWNED BY A
PURCHASER THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER MAY NOT BE HELD IN
BOOK-ENTRY FORM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER
THE RESALE RESTRICTIONS TERMINATION DATE. THE DEBT SECURITIES WILL BE ISSUED AND
MAY BE TRANSFERRED ONLY IN BLOCKS HAVING AN AGGREGATE PRINCIPAL AMOUNT OF NOT
LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF). ANY
SUCH TRANSFER OF DEBT SECURITIES IN A BLOCK HAVING AN AGGREGATE PRINCIPAL AMOUNT
OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT
WHATSOEVER. ANY SUCH TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH
DEBT SECURITIES FOR ANY PURPOSE, INCLUDING BUT NOT LIMITED TO THE RECEIPT OF
PAYMENTS ON SUCH DEBT SECURITIES, AND SUCH TRANSFEREE SHALL BE DEEMED TO HAVE NO
INTEREST WHATSOEVER IN SUCH DEBT SECURITIES.

               Prior to any distribution of the Debt Securities to the holders
of Capital Securities in accordance with the related Declaration, the Company
and the Trustee shall enter into a supplemental indenture pursuant to Article IX
to provide for transfer procedures and restrictions

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with respect to the Debt Securities substantially similar to those contained in
the Declaration with respect to Capital Securities of the corresponding series
to the extent applicable in the circumstances existing at the time of such
distribution for purposes of assuring, if applicable, that no registration of
such Debt Securities is required under the Securities Act.

               SECTION 2.08. Mutilated, Destroyed, Lost or Stolen Debt
Securities.

               In case any temporary or definitive Debt Security shall become
mutilated or be destroyed, lost or stolen, the Company shall execute, and upon
its request the Trustee shall authenticate and deliver, a new Debt Security of
the same series bearing a number not contemporaneously outstanding, in exchange
and substitution for the mutilated Debt Security, or in lieu of and in
substitution for the Debt Security so destroyed, lost or stolen. In every case
the applicant for a substituted Debt Security shall furnish to the Company and
the Trustee such security or indemnity as may be required by them to save each
of them harmless, and, in every case of destruction, loss or theft, the
applicant shall also furnish to the Company and the Trustee evidence to their
satisfaction of the destruction, loss or theft of such Debt Security and of the
ownership thereof.

               The Trustee may authenticate any such substituted Debt Security
and deliver the same upon the written request or authorization of any officer of
the Company. Upon the issuance of any substituted Debt Security, 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 connected
therewith. In case any Debt Security which has matured or is about to mature or
has been called for redemption in full shall become mutilated or be destroyed,
lost or stolen, the Company may, instead of issuing a substitute Debt Security,
pay or authorize the payment of the same (without surrender thereof except in
the case of a mutilated Debt Security) if the applicant for such payment shall
furnish to the Company and the Trustee such security or indemnity as may be
required by them to save each of them harmless and, in case of destruction, loss
or theft, evidence satisfactory to the Company and to the Trustee of the
destruction, loss or theft of such Security and of the ownership thereof.

               Every substituted Debt Security of any series issued pursuant to
the provisions of this Section 2.08 by virtue of the fact that any such Debt
Security is destroyed, lost or stolen shall constitute an additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Debt
Security shall be found at any time, and shall be entitled to all the benefits
of this Indenture equally and proportionately with any and all other Debt
Securities of the same series duly issued hereunder. All Debt Securities shall
be held and owned upon the express condition that, to the extent permitted by
applicable law, the foregoing provisions are exclusive with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Debt Securities
and shall preclude any and all other rights or remedies notwithstanding any law
or statute existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.

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               SECTION 2.09. Temporary Debt Securities.

               Pending the preparation of definitive Debt Securities of any
series, the Company may execute and the Trustee shall authenticate and make
available for delivery temporary Debt Securities that are typed, printed or
lithographed. Temporary Debt Securities shall be issuable in any authorized
denomination, and substantially in the form of the definitive Debt Securities
but with such omissions, insertions and variations as may be appropriate for
temporary Debt Securities, all as may be determined by the Company. Every such
temporary Debt Security shall be executed by the Company and be authenticated by
the Trustee upon the same conditions and in substantially the same manner, and
with the same effect, as the definitive Debt Securities. Without unreasonable
delay the Company will execute and deliver to the Trustee or the Authenticating
Agent definitive Debt Securities and thereupon any or all temporary Debt
Securities of such series may be surrendered in exchange therefor, at the
principal corporate trust office of the Trustee or at any office or agency
maintained by the Company for such purpose as provided in Section 3.02, and the
Trustee or the Authenticating Agent shall authenticate and make available for
delivery in exchange for such temporary Debt Securities a like aggregate
principal amount of such definitive Debt Securities. Such exchange shall be made
by the Company at its own expense and without any charge therefor except that in
case of any such exchange involving a registration of transfer the Company may
require payment of a sum sufficient to cover any tax, fee or other governmental
charge that may be imposed in relation thereto. Until so exchanged, the
temporary Debt Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Debt Securities of the same
series authenticated and delivered hereunder.

               SECTION 2.10. Cancellation of Debt Securities Paid, etc.

               All Debt Securities surrendered for the purpose of payment,
redemption, exchange or registration of transfer, shall, if surrendered to the
Company or any paying agent, be surrendered to the Trustee and promptly canceled
by it, or, if surrendered to the Trustee or any Authenticating Agent, shall be
promptly canceled by it, and no Debt Securities shall be issued in lieu thereof
except as expressly permitted by any of the provisions of this Indenture. All
Debt Securities canceled by any Authenticating Agent shall be delivered to the
Trustee. The Trustee shall deliver all canceled Debt Securities to the Company.
If the Company shall acquire any of the Debt Securities, however, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Debt Securities unless and until the same are
surrendered to the Trustee for cancellation.

               SECTION 2.11. Global Securities.

               (a) If the Company shall establish pursuant to Section 2.03 that
the Debt Securities of a particular series are to be issued as a Global
Security, then the Company shall execute and the Trustee shall, in accordance
with Section 2.04, authenticate and deliver, a Global Security that (i) shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount of, all or a specified portion of the outstanding Debt
Securities of such series, (ii) shall be registered in the name of the
Depositary or its nominee, (iii) shall be delivered by the

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Trustee to the Depositary or pursuant to the Depositary's instruction and (iv)
shall bear a legend substantially to the following effect: "Except as otherwise
provided in Section 2.11 of the Indenture, this Security may be transferred, in
whole but not in part, only to another nominee of the Depositary or to a
successor Depositary or to a nominee of such successor Depositary."

               (b) Notwithstanding the provisions of Section 2.07, the Global
Security of a series may be transferred, in whole but not in part and only in
the manner provided in Section 2.07, only to another nominee of the Depositary
for such series, or to a successor Depositary for such series selected or
approved by the Company or to a nominee of such successor Depositary.

               (c) If at any time the Depositary for a series of the Debt
Securities notifies the Company that it is unwilling or unable to continue as
Depositary for such series or if at any time the Depositary for such series
shall no longer be registered or in good standing under the Exchange Act, or
other applicable statute or regulation, and a successor Depositary for such
series is not appointed by the Company within 90 days after the Company receives
such notice or becomes aware of such condition, as the case may be, this Section
2.11 shall no longer be applicable to the Debt Securities of such series and the
Company will execute, and subject to Section 2.07, the Trustee will authenticate
and make available for delivery the Debt Securities of such series in definitive
registered form without coupons, in authorized denominations, and in an
aggregate principal amount equal to the principal amount of the Global Security
of such series in exchange for such Global Security. In addition, the Company
may at any time determine that the Debt Securities of any series shall no longer
be represented by a Global Security and that the provisions of this Section 2.11
shall no longer apply to the Debt Securities of such series. In such event the
Company will execute and subject to Section 2.07, the Trustee, upon receipt of
an Officers' Certificate evidencing such determination by the Company, will
authenticate and make available for delivery the Debt Securities of such series
in definitive registered form without coupons, in authorized denominations, and
in an aggregate principal amount equal to the principal amount of the Global
Security of such series in exchange for such Global Security. Upon the exchange
of the Global Security for such Debt Securities in definitive registered form
without coupons, in authorized denominations, the Global Security shall be
canceled by the Trustee. Such Debt Securities in definitive registered form
issued in exchange for the Global Security pursuant to this Section 2.11(c)
shall be registered in such names and in such authorized denominations as the
Depositary, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee. The Trustee shall deliver such Debt
Securities to the Depositary for delivery to the Persons in whose names such
Debt Securities are so registered.

               SECTION 2.12.  CUSIP Numbers.

               The Company in issuing the Debt Securities may use "CUSIP"
numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP"
numbers in notices of redemption as a convenience to Securityholders; provided
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Debt 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 Debt Securities, and any such
redemption shall not be

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affected by any defect in or omission of such numbers. The Company will promptly
notify the Trustee of any change in the CUSIP numbers.

                                  ARTICLE III
                      PARTICULAR COVENANTS OF THE COMPANY

               SECTION 3.01.  Payment of Principal, Premium and Interest.

               The Company covenants and agrees for the benefit of each series
of Debt Securities that it will duly and punctually pay or cause to be paid the
principal of and premium, if any, and interest on each of the Debt Securities of
that series at the place, at the respective times and in the manner provided in
such Debt Securities. At the option of the Company, each installment of interest
on the Debt Securities of any series may be paid (i) by mailing checks for such
interest payable to the order of the holders of Debt Securities entitled thereto
as they appear on the registry books of the Company or (ii) if so specified with
respect to the Debt Securities of such series as contemplated by Section 2.03,
by wire transfer to any account with a banking institution located in the United
States designated by such Person to the paying agent in writing no later than
the related record date.

               SECTION 3.02.  Offices for Notices and Payments, etc.

               So long as any of the Debt Securities remain outstanding, the
Company will maintain in the Borough of Manhattan, The City of New York, or
Newark, New Jersey, an office or agency where the Debt Securities of each series
may be presented for payment, an office or agency where the Debt Securities of
that series may be presented for registration of transfer and for exchange as is
provided for in this Indenture and an office or agency where notices and demands
to or upon the Company in respect of the Debt Securities of that series or of
this Indenture may be served. The Company will give to the Trustee written
notice of the location of any such office or agency and of any change of
location thereof. Until otherwise designated from time to time by the Company in
a notice to the Trustee, or specified as contemplated by Section 2.03, such
office or agency for all of the above purposes shall be the office or agency of
the Trustee. In case the Company shall fail to maintain any such office or
agency in the Borough of Manhattan, The City of New York, or shall fail to give
such notice of the location or of any change in the location thereof,
presentations and demands may be made and notices may be served at the corporate
trust office of the Trustee in Newark, New Jersey.

               In addition to any such office or agency, the Company may from
time to time designate one or more other offices or agencies outside the Borough
of Manhattan, The City of New York, where the Debt Securities may be presented
for registration of transfer and for exchange in the manner provided in this
Indenture, and the Company may from time to time rescind such designation, as
the Company may deem desirable or expedient; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain any such office or agency in the Borough of Manhattan,
The City of New York, or Newark, New Jersey, for the purposes above mentioned.
The Company will give to the Trustee prompt written notice of any such
designation or rescission thereof.

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               SECTION 3.03. Appointments to Fill Vacancies in Trustee's Office.

               The Company, whenever necessary to avoid or fill a vacancy in the
office of Trustee, will appoint, in the manner provided in Section 6.10, a
Trustee, so that there shall at all times be a Trustee hereunder.

               SECTION 3.04. Provision as to Paying Agent.

               (a) If the Company shall appoint a paying agent other than the
Trustee with respect to the Debt Securities of any series, it will cause such
paying agent to execute and deliver to the Trustee an instrument in which such
agent shall agree with the Trustee, subject to the provision of this Section
3.04,

               (1) that it will hold all sums held by it as such agent for the
payment of the principal of and premium, if any, or interest, if any, on the
Debt Securities of such series (whether such sums have been paid to it by the
Company or by any other obligor on the Debt Securities of such series) in trust
for the benefit of the holders of the Debt Securities of such series;

               (2) that it will give the Trustee notice of any failure by the
Company (or by any other obligor on the Debt Securities of such series) to make
any payment of the principal of and premium, if any, or interest, if any, on the
Debt Securities of such series when the same shall be due and payable; and

               (3) that it will, at any time during the continuance of any such
failure, upon the written request of the Trustee, forthwith pay to the Trustee
all sums so held in trust by such paying agent,

               (b) If the Company shall act as its own paying agent, it will, on
or before each due date of the principal of and premium, if any, or interest, if
any, on the Debt Securities of any series, set aside, segregate and hold in
trust for the benefit of the holders of the Debt Securities of such series a sum
sufficient to pay such principal, premium or interest so becoming due and will
notify the Trustee of any failure to take such action and of any failure by the
Company (or by any other obligor under the Debt Securities of such series) to
make any payment of the principal of and premium, if any, or interest, if any,
on the Debt Securities of such series when the same shall become due and
payable.

               Whenever the Company shall have one or more paying agents for any
series of Debt Securities, it will, on or prior to each due date of the
principal of and premium, if any, or interest, if any, on any Debt Securities of
such series, deposit with a paying agent a sum sufficient to pay the principal,
premium or interest so becoming due, such sum to be held in trust for the
benefit of the Persons entitled thereto and (unless such paying agent is the
Trustee) the Company shall promptly notify the Trustee of its action or failure
to act.

               (c) Anything in this Section 3.04 to the contrary
notwithstanding, the Company may, at any time, for the purpose of obtaining a
satisfaction and discharge with respect to one or

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<PAGE>

more or all series of Debt Securities hereunder, or for any other reason, pay,
or direct any paying agent to pay to the Trustee all sums held in trust for any
such series by the Company or any such paying agent, such sums to be held by the
Trustee upon the trusts herein contained.

               (d) Anything in this Section 3.04 to the contrary
notwithstanding, the agreement to hold sums in trust as provided in this Section
3.04 is subject to Sections 11.03 and 11.04.

               SECTION 3.05.  Certificate to Trustee.

               The Company will deliver to the Trustee on or before 120 days
after the end of each fiscal year in each year, so long as Debt Securities of
any series are outstanding hereunder, a Certificate stating that in the course
of the performance by the signers of their duties as officers of the Company
they would normally have knowledge of any default by the Company in the
performance of any covenants contained herein, stating whether or not they have
knowledge of any such default and, if so, specifying each such default of which
the signers have knowledge and the nature thereof.

               SECTION 3.06.  Compliance with Consolidation Provisions.

               The Company will not, while any of the Debt Securities remain
outstanding, consolidate with, or merge into, or merge into itself, or sell or
convey all or substantially all of its property to any other company unless the
provisions of Article X hereof are complied with.

               SECTION 3.07.  Limitation on Dividends.

               If Debt Securities of a series are initially issued to a PXRE
Trust or a trustee of such trust in connection with the issuance of Trust
Securities by such PXRE Trust (regardless of whether Debt Securities continue to
be held by such trust) and (i) there shall have occurred and be continuing any
event that would constitute an Event of Default, (ii) the Company shall be in
default with respect to its payment of any obligations under a Capital
Securities Guarantee or a Common Securities Guarantee with respect to securities
issued by such trust, or (iii) the Company shall have given notice of its
election to defer payments of interest on the Debt Securities of such series by
extending the interest payment period as provided herein and such period, or any
extension thereof, shall be continuing, then (a) the Company shall not declare
or pay any dividend on, make a distribution with respect to, or redeem,
purchase, acquire, or make a liquidation payment with respect to, any of its
capital stock or rights to acquire such capital stock (other than (i) purchases
or acquisitions of shares of the Company's capital stock or rights to acquire
such capital stock in connection with the satisfaction by the Company of its
obligations under any employee benefit plans, (ii) as a result of a
reclassification of the Company's capital stock or rights to acquire such
capital stock or the exchange or conversion of one class or series of the
Company's capital stock or rights to acquire such capital stock for another
class or series of the Company's capital stock or rights to acquire such
capital stock, (iii) the purchase of fractional interests in shares of the
Company's capital stock pursuant to the conversion or exchange provisions of
such capital stock or the security being converted or exchanged, or (iv)
dividends and distributions made on the Company's capital stock or rights to
acquire such

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capital stock, in each case with the Company's capital stock or rights to
acquire such capital stock), or make any guarantee payments (other than payments
under the Guarantee or the Common Securities Guarantee) with respect to the
foregoing, and (b) the Company shall not make any payment of interest, principal
or premium, if any, on or repay, repurchase or redeem any debt securities
(including guarantees) issued by the Company that rank pari passu with or junior
to the Debt Securities of such series.

               SECTION 3.08.  Covenants as to PXRE Trusts.

               In the event Debt Securities of a series are initially issued to
a PXRE Trust or a trustee of such trust in connection with the issuance of Trust
Securities by such PXRE Trust, for so long as such Trust Securities remain
outstanding, the Company will (i) maintain 100% ownership directly or indirectly
of the Common Securities of such PXRE Trust; provided, however, that any
permitted successor of the Company under this Indenture may succeed to the
Company's ownership of such Common Securities, (ii) use its reasonable efforts
to cause such PXRE Trust (a) to remain a statutory business trust, except in
connection with a distribution of Debt Securities of such series to the holders
of such Trust Securities in liquidation of such Trust, the redemption of all of
the Trust Securities of such PXRE Trust or certain mergers, consolidations or
amalgamations, each as permitted by the Declaration of such PXRE Trust, and (b)
to otherwise continue to be classified as a grantor trust for United States
federal income tax purposes, (iii) use its reasonable efforts to cause each
holder of Trust Securities issued by such Trust to be treated as owning an
undivided beneficial interest in the Debt Securities of such series issued to
such PXRE Trust, and (iv) use its reasonable efforts to cause the Trust to
continue not to be classified as an investment company for purposes of the
Investment Company Act of 1940, as amended.

               SECTION 3.09.  Calculation of Original Issue Discount.

               The Company shall file with the Trustee promptly at the end of
each calendar year a written notice specifying the amount of original issue
discount (including daily rates and accrual periods), if any, accrued on
outstanding Debt Securities as of the end of such year.

                                   ARTICLE IV

                      SECURITYHOLDERS' LISTS AND REPORTS BY
                           THE COMPANY AND THE TRUSTEE

               SECTION 4.01.  Securityholders' Lists.

               The Company covenants and agrees that it will furnish or cause
to be furnished to the Trustee:

               (a) on each regular record date for each series of Debt
Securities, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Securityholders of such series of Debt Securities as
of such record date (and on dates to be determined pursuant to Section 2.03 for
non-interest bearing securities in each year); and

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               (b) at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time
such list is furnished; except that no such lists need be furnished under this
Section 4.01 so long as the Trustee is in possession thereof by reason of its
acting as Debt Security registrar for such series.

               SECTION 4.02.  Preservation and Disclosure of Lists.

               (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of the
holders of each series of Debt Securities (1) contained in the most recent list
furnished to it as provided in Section 4.01 or (2) received by it in the
capacity of Debt Securities registrar (if so acting) hereunder. The Trustee may
destroy any list furnished to it as provided in Section 4.01 upon receipt of a
new list so furnished.

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

                      (1) afford such applicants access to the information
        preserved at the time by the Trustee in accordance with the provisions
        of subsection (a) of this Section 4.02, or

                      (2) inform such applicants as to the approximate number
        of holders of such series or all Debt Securities, as the case may be,
        whose names and addresses appear in the information preserved at the
        time by the Trustee in accordance with the provisions of subsection (a)
        of this Section 4.02, and as to the approximate cost of mailing to such
        Securityholders the form of proxy or other communication, if any,
        specified in such application.

               If the Trustee shall elect not to afford such applicants access
to such information, the Trustee shall, upon the written request of such
applicants, mail to each Securityholder of such series or all Debt Securities,
as the case may be, whose name and address appear in the information preserved
at the time by the Trustee in accordance with the provisions of subsection (a)
of this Section 4.02 a copy of the form of proxy or other communication which is
specified in such request with reasonable promptness after a tender to the
Trustee of the material to be mailed and of payment, or provision for the
payment, of the reasonable expenses of mailing, unless within five days after
such tender, the Trustee shall mail to such applicants and file with the
Securities and Exchange Commission, if permitted or required by applicable law,
together with a copy of the material to be mailed, a written statement to the
effect that, in the opinion of the Trustee, such mailing would be contrary to
the best interests of the holders of Debt Securities of

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<PAGE>

such series or all Debt Securities, as the case may be, or would be in violation
of applicable law. Such written statement shall specify the basis of such
opinion. If said Commission, as permitted or required by applicable law, after
opportunity for a hearing upon the objections specified in the written statement
so filed, shall enter an order refusing to sustain any of such objections or if,
after the entry of an order sustaining one or more of such objections, said
Commission shall find, after notice and opportunity for hearing, that all the
objections so sustained have been met and shall enter an order so declaring, the
Trustee shall mail copies of such material to all such Securityholders with
reasonable promptness after the entry of such order and the renewal of such
tender; otherwise the Trustee shall be relieved of any obligation or duty to
such applicants respecting their application.

               (c) Each and every holder of Debt Securities, by receiving and
holding the same, agrees with Company and the Trustee that neither the Company
nor the Trustee nor any paying agent shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the holders
of Debt Securities in accordance with the provisions of subsection (b) of this
Section 4.02, regardless of the source from which such information was derived,
and that the Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under said subsection (b).

               SECTION 4.03.  [Reserved]

               SECTION 4.04.  Reports by the Trustee.

               (a) The Trustee shall transmit to Securityholders such reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant thereto. If required by Section 313(a) of the Trust Indenture Act, the
Trustee shall, within 60 days after each May 15 following the date of this
Indenture deliver to Securityholders a brief report, dated as of such May 15,
which complies with the provisions of such Section 313(a).

               (b) A copy of each such report shall, at the time of such
transmission to Securityholders, be filed by the Trustee with each stock
exchange, if any, upon which the Securities are listed, with the Commission, if
required by applicable law, and with the Company. The Company will promptly
notify the Trustee when the Debt Securities are listed on any stock exchange.

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                                   ARTICLE V

                  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                            UPON AN EVENT OF DEFAULT

               SECTION 5.01.  Events of Default.

               The following Events of Default with respect to Debt Securities
of any series or such other events as may be established with respect to the
Debt Securities of that series as contemplated by Section 2.03 hereof shall be
"Events of Default" with respect to Debt Securities of that series:

               (a) the Company defaults in the payment of any interest upon any
Debt Securities of that series when it becomes due and payable, and continuance
of such default for a period of 30 days; provided, however, that a valid
extension of an interest payment period by the Company in accordance with the
terms of such Debt Securities shall not constitute a default in the payment of
interest for this purpose; or

               (b) the Company defaults in the payment of all or any part of the
principal of (or premium, if any, on) any Debt Securities of that series as and
when the same shall become due and payable either at maturity, upon redemption
(including redemption for any sinking fund), by declaration or otherwise; or

               (c) the Company defaults with respect to indebtedness for money
borrowed resulting in acceleration of such indebtedness having an aggregate
principal amount in excess of $25 million and such acceleration is not rescinded
or annulled within 30 days after there has been given, by registered or
certified mail, to the Company by the Trustee (provided that a Responsible
Officer of the Trustee has actual knowledge of such event) or to the Company and
the Trustee by the holders of at least 25% in aggregate principal amount of the
outstanding Debt Securities of that series, a written notice specifying such
acceleration and stating that such Notice is a "Notice of Default" hereunder; or

               (d) the Company defaults in the performance of, or breaches, any
of its covenants or warranties in this Indenture or in the terms of that series
of Debt Securities established as contemplated in this Indenture (other than a
covenant or warranty a default in whose performance or whose breach is elsewhere
in this Section specifically dealt with), and continuance of such default or
breach for a period of 90 days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee
by the holders of at least 25% in aggregate principal amount of the outstanding
Debt Securities of that series, a written notice specifying such default or
breach and requiring it to be remedied and stating that such notice is a "Notice
of Default" hereunder; or

               (e) 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, sequestrator (or similar official) of the Company or for any

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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 90 consecutive days; or

               (f) the Company shall commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, shall consent to the entry of an order for relief in an involuntary case
under any such law, or shall consent to the appointment of or taking possession
by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other
similar official) of the Company or of any substantial part of its property, or
shall make any general assignment for the benefit of creditors, or the admission
by the Company or any of its subsidiaries in writing of its inability to pay its
debts generally as they become due; or

               (g) as to Debt Securities of any series issued to a PXRE Trust,
such PXRE Trust shall have voluntarily or involuntarily dissolved, wound-up its
business or otherwise terminated its existence except in connection with (i) the
distribution of the Debt Securities of such series to holders of such Trust
Securities in liquidation of their interests in such PXRE Trust, (ii) the
redemption of all of the outstanding Trust Securities of such PXRE Trust or
(iii) certain mergers, consolidations or amalgamations, each as permitted by the
Declaration of such PXRE Trust.

               Subject to Article XV, if an Event of Default occurs and is
continuing with respect to any series of Debt Securities, then, and in each and
every such case, unless the principal of all of the Debt Securities of that
series shall have already become due and payable, either the Trustee or the
holders of not less than 25% in aggregate principal amount of the Debt
Securities of that series then outstanding hereunder, by notice in writing to
the Company (and to the Trustee if given by Securityholders), may declare the
entire principal (or, if the Debt Securities of that series are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of that series) of all Debt Securities of that series and the interest
accrued thereon, if any, to be due and payable immediately, and upon any such
declaration the same shall become immediately due and payable.

               Subject to Section 15.02, the foregoing provisions, however, are
subject to the condition that if, at any time after the principal (or, if the
Debt Securities are Original Issue Discount Securities, such portion of the
principal as may be specified in the terms thereof) of the Debt Securities of
any series (or of all the Debt Securities, as the case may be) shall have been
so declared due and payable, and before any judgment or decree for the payment
of the moneys due shall have been obtained or entered as hereinafter provided,
the Company shall pay or shall deposit with the Trustee a sum sufficient to pay
all matured installments of interest upon all the Debt Securities of such series
(or of all the Debt Securities, as the case may be) and the principal of and
premium, if any, on any and all Debt Securities of such series (or of all the
Debt Securities, as the case may be) which shall have become due otherwise than
by acceleration (with interest upon such principal and premium, if any, and, to
the extent that payment of such interest is enforceable under applicable law, on
overdue installments of interest, at the same rate as the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) specified
in the Debt Securities of such series (or at the respective rates of interest or
Yields to Maturity of

                                       26




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all the Debt Securities, as the case may be), to the date of such payment or
deposit) and such amount as shall be sufficient to cover reasonable compensation
to the Trustee and each predecessor Trustee, their respective agents, attorneys
and counsel, and all other expenses and liabilities incurred, and all advances
made, by the Trustee and each predecessor Trustee except as a result of
negligence or bad faith, and if any and all Events of Default under this
Indenture, other than the non-payment of the principal of or premium, if any, on
Debt Securities which shall have become due by acceleration, shall have been
cured, waived or otherwise remedied as provided herein -- then and in every such
case the holders of a majority in aggregate principal amount of the Debt
Securities of such series (or of all the Debt Securities, as the case may be)
then outstanding, by written notice to the Company and to the Trustee, may waive
all defaults with respect to that series (or with respect to all Debt
Securities, as the case may be, in such case, treated as a single class) and
rescind and annul such declaration and its consequences, but no such waiver or
rescission and annulment shall extend to or shall affect any subsequent default
or shall impair any right consequent thereon.

               In case the Trustee shall have proceeded to enforce any right
under this Indenture and such proceedings shall have been discontinued or
abandoned because of such rescission or annulment or for any other reason or
shall have been determined adversely to the Trustee, then and in every such case
the Company, the Trustee and the holders of the Debt Securities shall be
restored respectively to their several positions and rights hereunder, and all
rights, remedies and powers of the Company, the Trustee and the holders of the
Debt Securities shall continue as though no such proceeding had been taken.

               SECTION 5.02. Payment of Debt Securities on Default; Suit
Therefor.

               The Company covenants that (a) in case default shall be made in
the payment of any installment of interest upon any of the Debt Securities of
any series as and when the same shall become due and payable, and such default
shall have continued for a period of 30 days, or (b) in case default shall be
made in the payment of the principal of or premium, if any, on any of the Debt
Securities of any series as and when the same shall have become due and payable,
whether at maturity of the Debt Securities of that series or upon redemption or
by declaration or otherwise -- then, upon demand of the Trustee, the Company
will pay to the Trustee, for the benefit of the holders of the Debt Securities
of that series the whole amount that then shall have become due and payable on
all such Debt Securities of that series for principal and premium, if any, or
interest, or both, as the case may be, with interest upon the overdue principal
and premium, if any, and (to the extent that payment of such interest is
enforceable under applicable law) upon the overdue installments of interest at
the rate or Yield to Maturity (in the case of Original Issue Discount
Securities) borne by the Debt Securities of that series; and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including a reasonable compensation to the Trustee, its
agents, attorneys and counsel, and any expenses or liabilities incurred by the
Trustee hereunder other than through its negligence or bad faith. In case the
Company shall fail forthwith to pay such amounts upon such demand, the Trustee,
in its own name and as trustee of an express trust, shall be entitled and
empowered to institute any actions or proceedings at law or in equity for the
collection of the sums so due and unpaid, and may prosecute any such action or
proceeding to judgment or final decree, and may

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enforce any such judgment or final decree against the Company or any other
obligor on such Debt Securities and collect in the manner provided by law out of
the property of the Company or any other obligor on such Debt Securities
wherever situated the moneys adjudged or decreed to be payable.

               In case there shall be pending proceedings for the bankruptcy or
for the reorganization of the Company or any other obligor on the Debt
Securities of any series under Title 11, United States Code, or any other
applicable law, or in case a receiver or trustee shall have been appointed for
the property of the Company or such other obligor, or in the case of any other
similar judicial proceedings relative to the Company or other obligor upon the
Debt Securities of any series, or to the creditors or property of the Company or
such other obligor, the Trustee, irrespective of whether the principal of the
Debt Securities of any series 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 pursuant to the provisions of this Section 5.02, shall be
entitled and empowered, by intervention in such proceedings or otherwise, to
file and prove a claim or claims for the whole amount of principal and interest
(or, if the Debt Securities of that series are Original Issue Discount
Securities such portion of the principal amount as may be specified in the terms
of that series) owing and unpaid in respect of the Debt Securities of such
series and, in case of any judicial proceedings, to file such proofs of claim
and other papers or documents as may be necessary or advisable in order to have
the claims of the Trustee (including any claim for reasonable compensation to
the Trustee and each predecessor Trustee, and their respective agents, attorneys
and counsel, and for reimbursement of all expenses and liabilities incurred, and
all advances made, by the Trustee and each predecessor Trustee, except as a
result of negligence or bad faith) and of the Securityholders allowed in such
judicial proceedings relative to the Company or any other obligor on the Debt
Securities of any series, or to the creditors or property of the Company or such
other obligor, unless prohibited by applicable law and regulations, to vote on
behalf of the holders of the Debt Securities or any series in any election of a
trustee or a standby trustee in arrangement, reorganization, liquidation or
other bankruptcy or insolvency proceedings or person performing similar
functions in comparable proceedings, and to collect and receive any moneys or
other property payable or deliverable on any such claims, and to distribute the
same after the deduction of its charges and expenses; and any receiver, assignee
or trustee in bankruptcy or reorganization is hereby authorized by each of the
Securityholders 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
Securityholders, to pay to the Trustee such amounts as shall be sufficient to
cover reasonable compensation to the Trustee, each predecessor Trustee and their
respective agents, attorneys and counsel, and all other expenses and liabilities
incurred, and all advances made, by the Trustee and each predecessor Trustee
except as a result of negligence or bad faith.

               Nothing herein contained shall be construed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Debt Securities of any series or the rights of any
holder thereof or to authorize the Trustee to vote in respect of the claim of
any Securityholder in any such proceeding.

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               All rights of action and of asserting claims under this
Indenture, or under any of the Debt Securities, may be enforced by the Trustee
without the possession of any of the Debt Securities, or the production thereof
at any trial or other proceeding relative thereto, and any such suit or
proceeding instituted by the Trustee shall be brought in its own name as trustee
of an express trust, and any recovery of judgment shall be for the ratable
benefit of the holders of the Debt Securities.

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

               SECTION 5.03. Application of Moneys Collected by Trustee.

               Any moneys collected by the Trustee shall be applied in the
following order, at the date or dates fixed by the Trustee for the distribution
of such moneys, upon presentation of the several Debt Securities in respect of
which moneys have been collected, and stamping thereon the payment, if only
partially paid, and upon surrender thereof if fully paid:

               First: To the payment of costs and expenses of collection
applicable to such series and reasonable compensation to the Trustee, its
agents, attorneys and counsel, and of all other expenses and liabilities
incurred, and all advances made, by the Trustee, its agents, attorneys and
counsel except as a result of the Trustee's negligence or bad faith;

               Second: To the payment of all Senior Indebtedness of the Company
if and to the extent required by Article XV;

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

               Fourth: The balance, if any, to the Company.

               SECTION 5.04.  Proceedings by Securityholders.

               No holder of any Debt Security of any series shall have any right
by virtue of or by availing of any provision of this Indenture to institute any
suit, action or proceeding in equity or at law upon or under or with respect to
this Indenture or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless such holder previously shall have given to the Trustee
written notice of an Event of Default and of the continuance thereof with
respect to the Debt Securities of such series specifying such Event of Default,
as hereinbefore provided, and unless also the holders of not less than 25% in
aggregate principal amount of the Debt Securities of that series then
outstanding shall have made written request upon the Trustee to institute such
action, suit or proceeding in its own name as Trustee hereunder and shall have
offered to the

                                       29




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<PAGE>

Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee for 60 days
after its receipt of such notice, request and offer of indemnity shall have
failed to institute any such action, suit or proceeding, it being understood and
intended, and being expressly covenanted by the taker and holder of every Debt
Security with every other taker and holder and the Trustee, that no one or more
holders of Debt Securities of any series shall have any right in any manner
whatever by virtue of or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of any other holder of Debt Securities
of such series, or to obtain or seek to obtain priority over or preference to
any other such holder, or to enforce any right under this Indenture, except in
the manner herein provided and for the equal, ratable and common benefit of all
holders of Debt Securities of the applicable series.

               Notwithstanding any other provisions in this Indenture, however,
the right of any holder of any Debt Security to receive payment of the principal
of (and premium, if any) and interest, if any, on such Debt Security, on or
after the same shall have become due and payable, or to institute suit for the
enforcement of any such payment, shall not be impaired or affected without the
consent of such holder. For the protection and enforcement of the provisions of
this Section, each and every Securityholder and the Trustee shall be entitled to
such relief as can be given either at law or in equity.

               SECTION 5.05.  Proceedings by Trustee.

               In case of an Event of Default hereunder the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either by suit in
equity or by action at law or by proceeding in bankruptcy or otherwise, whether
for the specific enforcement of any covenant or agreement contained in this
Indenture or in aid of the exercise of any power granted in this Indenture, or
to enforce any other legal or equitable right vested in the Trustee by this
Indenture or by law.

               SECTION 5.06.  Remedies Cumulative and Continuing.

               Except as otherwise provided in Section 2.08, all powers and
remedies given by this Article V to the Trustee or to the Securityholders shall,
to the extent permitted by law, be deemed cumulative and not exclusive of any
other powers and remedies available to the Trustee or the holders of the Debt
Securities, by judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this Indenture or
otherwise established with respect to such series, and no delay or omission of
the Trustee or of any holder of any of the Debt Securities to exercise any right
or power accruing upon any Event of Default occurring and continuing as
aforesaid shall impair any such right or power, or shall be construed to be a
waiver of any such default or an acquiescence therein; and, subject to the
provisions of Section 5.04, every power and remedy given by this Article V or by
law to the Trustee or to the Securityholders may be exercised from time to time,
and as often as shall be deemed expedient, by the Trustee or by the
Securityholders.

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               SECTION 5.07. Direction of Proceedings and Waiver of Defaults by
Majority of Securityholders.

               The holders of a majority in aggregate principal amount of the
Debt Securities of any or all series affected (voting as one class) at the time
outstanding shall have the right to direct the time, method, and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee with respect to such series;
provided, however, that (subject to the provisions of Section 6.01) the Trustee
shall have the right to decline to follow any such direction if the Trustee
shall determine that the action so directed would be unjustly prejudicial to the
holders not taking part in such direction or if the Trustee being advised by
counsel determines that the action or proceeding so directed may not lawfully be
taken or if the Trustee in good faith by its board of directors or trustees,
executive committee, or a trust committee of directors or trustees and/or
Responsible Officers shall determine that the action or proceedings so directed
would involve the Trustee in personal liability. Prior to any declaration
accelerating the maturity of any series of the Debt Securities, or of all the
Debt Securities, as the case may be, the holders of a majority in aggregate
principal amount of the Debt Securities of that series at the time outstanding
may on behalf of the holders of all of the Debt Securities of such series waive
(or modify any previously granted waiver of) any past default or Event of
Default, including any default or Event of Default the conditions for the
occurrence of which are established pursuant to Section 2.03, and its
consequences, except a default (a) in the payment of principal of, premium, if
any, or interest on any of the Debt Securities, (b) in respect of covenants or
provisions hereof which cannot be modified or amended without the consent of the
holder of each Debt Security affected, or (c) default of the covenants contained
in Section 3.08; provided, however, that if the Debt Securities of such series
are held by a PXRE Trust or a trustee of such trust, such waiver or modification
to such waiver shall not be effective until the holders of a majority in
liquidation preference of Trust Securities of the applicable PXRE Trust shall
have consented to such waiver or modification to such waiver; provided, further,
that if the consent of the holder of each outstanding Debt Security is required,
such waiver shall not be effective until each holder of the Trust Securities of
the applicable PXRE Trust shall have consented to such waiver. Upon any such
waiver, the default covered thereby shall be deemed to be cured for all purposes
of this Indenture and the Company, the Trustee and the holders of the Debt
Securities of such series shall be restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon.
Whenever any default or Event of Default hereunder shall have been waived as
permitted by this Section 5.07, said default or Event of Default shall for all
purposes of the Debt Securities of that series (or of all Securities, as the
case may be) and this Indenture be deemed to have been cured and to be not
continuing.

               SECTION 5.08.  Notice of Defaults.

               The Trustee shall, within 90 days after the occurrence of a
default with respect to the Debt Securities of any series, mail to all
Securityholders of that series, as the names and addresses of such holders
appear upon the Debt Security Register, notice of all defaults with respect to
that series known to the Trustee, unless such defaults shall have been cured
before the

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giving of such notice (the term "defaults" for the purpose of this Section 5.08
being hereby defined to be the events specified in clauses (a), (b), (c), (d),
(e) and (f) of Section 5.01, not including periods of grace, if any, provided
for therein, and irrespective of the giving of written notice specified in
clause (c) of Section 5.01); and provided that, except in the case of default in
the payment of the principal of, premium, if any, or interest on any of the Debt
Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee, or a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determines that the withholding of such notice is in the interests of the
Securityholders of such series; and provided further, that in the case of any
default of the character specified in Section 5.01(c) no such notice to
Securityholders of such series shall be given until at least 60 days after the
occurrence thereof but shall be given within 90 days after such occurrence.

               SECTION 5.09.  Undertaking to Pay Costs.

               All parties to this Indenture agree, and each holder of any Debt
Security by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys'
fees and expenses, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section 5.09 shall not apply to any suit instituted
by the Trustee, to any suit instituted by any Securityholder, or group of
Securityholders of any series, holding in the aggregate more than 10% in
principal amount of the Debt Securities of that series outstanding, or to any
suit instituted by any Securityholder for the enforcement of the payment of the
principal of (or premium, if any) or interest on any Debt Security against the
Company on or after the same shall have become due and payable.

                                   ARTICLE VI

                             CONCERNING THE TRUSTEE

               SECTION 6.01.  Duties and Responsibilities of Trustee.

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

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

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

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

                      (2) in the absence of bad faith on the part of the
        Trustee, the Trustee may conclusively rely, as to the truth of the
        statements and the correctness of the opinions expressed therein, upon
        any certificates or opinions furnished to the Trustee and conforming to
        the requirements of this Indenture; but, in the case of any such
        certificates or opinions which by any provision hereof are specifically
        required to be furnished to the Trustee, the Trustee shall be under a
        duty to examine the same to determine whether or not they conform to the
        requirements of this Indenture;

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

               (c) the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith, in accordance with the
direction of the Securityholders pursuant to Section 5.07, relating to the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under this
Indenture.

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

               SECTION 6.02.  Reliance on Documents, Opinions, etc.

               Except as otherwise provided in Section 6.01:

               (a) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request,

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<PAGE>

consent, order, bond, note, debenture or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties;

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

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

               (d) 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 Securityholders, pursuant to the provisions of this
Indenture, unless such Securityholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which may be incurred therein or thereby;

               (e) the Trustee shall not be liable for any action taken or
omitted by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture; nothing
contained herein shall, however, relieve the Trustee of the obligation, upon the
occurrence of an Event of Default with respect to a series of the Debt
Securities (that has not been cured or waived) to exercise with respect to Debt
Securities of that series such of the rights and powers vested in it by this
Indenture, and to use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs;

               (f) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
debenture, coupon or other paper or document, unless requested in writing to do
so by the holders of not less than a majority in principal amount of the
outstanding Debt Securities of the series affected thereby; provided, however,
that if the payment within a reasonable time to the Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the
Trustee may require reasonable indemnity against such expense or liability as a
condition to so proceeding; and

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

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               SECTION 6.03.  No Responsibility for Recitals, etc.

               The recitals contained herein and in the Debt Securities (except
in the certificate of authentication of the Trustee or the Authenticating Agent)
shall be taken as the statements of the Company and the Trustee and the
Authenticating Agent assume no responsibility for the correctness of the same.
The Trustee and the Authenticating Agent make no representations as to the
validity or sufficiency of this Indenture or of the Debt Securities. The Trustee
and the Authenticating Agent shall not be accountable for the use or application
by the Company of any Debt Securities or the proceeds of any Debt Securities
authenticated and delivered by the Trustee or the Authenticating Agent in
conformity with the provisions of this Indenture.

               SECTION 6.04. Trustee, Authenticating Agent, Paying Agents,
Transfer Agents or Registrar May Own Debt Securities.

               The Trustee or any Authenticating Agent or any paying agent or
any transfer agent or any Debt Security registrar, in its individual or any
other capacity, may become the owner or pledgee of Debt Securities with the same
rights it would have if it were not Trustee, Authenticating Agent, paying agent,
transfer agent or Debt Security registrar.

               SECTION 6.05.  Moneys to be Held in Trust.

               Subject to the provisions of Section 11.04, all moneys received
by the Trustee or any paying agent shall, until used or applied as herein
provided, be held in trust for the purpose for which they were received, but
need not be segregated from other funds except to the extent required by law.
The Trustee and any paying agent shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed in writing with the
Company . So long as no Event of Default shall have occurred and be continuing,
all interest allowed on any such moneys shall be paid from time to time upon the
written order of the Company, signed by the Chairman of the Board of Directors,
the President, one of its Executive Vice Presidents, one of its Senior Vice
Presidents, a Vice President, the Treasurer or Controller of the Company.

               SECTION 6.06.  Compensation and Expenses of Trustee.

               The Company covenants and agrees to pay to the Trustee from time
to time, and the Trustee shall be entitled to, such compensation as shall be
agreed to in writing between the Company and the Trustee (which shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust), and the Company will pay or reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made
by the Trustee in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of its
counsel and of all persons not regularly in its employ) except any such expense,
disbursement or advance as may arise from its negligence or bad faith. The
Company also covenants to indemnify each of the Trustee or any predecessor
Trustee (and its officers, agents, directors and employees) for, and to hold it
harmless against, any and all loss, damage, claim, liability or expense
including taxes (other than taxes based on the income of the Trustee) incurred
without negligence or bad faith on the part of the Trustee and arising out of or
in connection with the acceptance or administration of this trust,

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including the costs and expenses of defending itself against any claim of
liability in the premises. The obligations of the Company under this Section
6.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee
for expenses, disbursements and advances shall constitute additional
indebtedness hereunder. Such additional indebtedness shall be secured by a lien
prior to that of the Debt Securities upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the benefit of
the holders of particular Debt Securities.

               Without prejudice to any other rights available to the Trustee
under applicable law, when the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 5.01(d), Section
5.01(e) or Section 5.01(f), the expenses (including the reasonable charges and
expenses of its counsel) and the compensation for the services are intended to
constitute expenses of administration under any applicable federal or state
bankruptcy, insolvency or other similar law. The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity.

               The provisions of this Section shall survive the termination of
this Indenture and the removal or resignation of the Trustee.

               SECTION 6.07.  Officers' Certificate as Evidence.

               Except as otherwise provided in Sections 6.01 and 6.02, whenever
in the administration of the provisions of this Indenture the Trustee shall deem
it necessary or desirable that a matter be proved or established prior to taking
or omitting any action hereunder, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may, in the absence of negligence or
bad faith on the part of the Trustee, be deemed to be conclusively proved and
established by an Officers' Certificate delivered to the Trustee, and such
certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken or omitted by
it under the provisions of this Indenture upon the faith thereof.

               SECTION 6.08.  Conflicting Interest of Trustee.

               If the Trustee has or shall acquire any "conflicting interest"
within the meaning of Section 310(b) of the Trust Indenture Act, the Trustee and
the Company shall in all respects comply with the provisions of Section 310(b)
of the Trust Indenture Act, subject to the penultimate paragraph of such
section.

               SECTION 6.09.  Eligibility of Trustee.

               The Trustee hereunder shall at all times be a corporation
organized and doing business under the laws of the United States of America or
any state or territory thereof or of the District of Columbia or a corporation
or other Person permitted to act as trustee by the Securities and Exchange
Commission authorized under such laws to exercise corporate trust powers, having
a combined capital and surplus of at least 50 million U.S. dollars ($50,000,000)
and subject to supervision or examination by federal, state, territorial, or
District of Columbia

                                       36




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<PAGE>

authority. If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section 6.09 the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent records of condition so published.

               The Company may not, nor may any person directly or indirectly
controlling, controlled by, or under common control with the Company, serve as
Trustee.

               In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 6.09, the Trustee shall resign
immediately in the manner and with the effect specified in Section 6.10.

               SECTION 6.10.  Resignation or Removal of Trustee.

               (a) The Trustee, or any trustee or trustees hereafter appointed,
may at any time resign with respect to one or more or all series of Debt
Securities by giving written notice of such resignation to the Company and by
mailing notice thereof to the holders of the applicable series of Debt
Securities at their addresses as they shall appear on the Debt Security
Register. Upon receiving such notice of resignation, the Company shall promptly
appoint a successor trustee or trustees with respect to the applicable series by
written instrument, in duplicate, executed by order of its Board of Directors,
one copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor Trustee. If no successor Trustee shall have been so
appointed with respect to any series of Debt Securities and have accepted
appointment within 30 days after the mailing of such notice of resignation to
the affected Securityholders, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee, or any
Securityholder who has been a bona fide holder of a Debt Security or Debt
Securities of the applicable series for at least six months may, subject to the
provisions of Section 5.09, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor Trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor Trustee.

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

                   (1) the Trustee shall fail to comply with the provisions of
        Section 6.08 after written request therefor by the Company or by any
        Securityholder who has been a bona fide holder of a Debt Security or
        Debt Securities for at least six months, or

                   (2) the Trustee shall cease to be eligible in accordance with
        the provisions of Section 6.09 and shall fail to resign after written
        request therefor by the Company or by any such Securityholder, or

                   (3) the Trustee shall become incapable of acting, or shall be
        adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its
        property shall be appointed, or any public officer shall take charge or
        control of the Trustee or of its property or affairs for the purpose of
        rehabilitation, conservation or liquidation, then, in any such case, the
        Company may remove the Trustee and appoint a successor Trustee by
        written instrument,

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<PAGE>
<PAGE>

        in duplicate, executed by order of the Board of Directors, one copy of
        which instrument shall be delivered to the Trustee so removed and one
        copy to the successor Trustee, or, subject to the provisions of Section
        5.09, any Securityholder who has been a bona fide holder of a Debt
        Security or Debt Securities of the applicable series for at least six
        months may, on behalf of himself and all others similarly situated,
        petition any court of competent jurisdiction for the removal of the
        Trustee and the appointment of a successor Trustee. Such court may
        thereupon, after such notice, if any, as it may deem proper and
        prescribe, remove the Trustee and appoint successor Trustee.

               (c) Upon prior written notice to the Company and the Trustee, the
holders of a majority in aggregate principal amount of the Debt Securities of
any series at the time outstanding may at any time remove the Trustee with
respect to such series and nominate a successor Trustee with respect to the
applicable series of Debt Securities, which shall be deemed appointed as
successor Trustee with respect to the applicable series unless within ten
Business Days after such nomination the Company objects thereto, in which case
the Trustee so removed or any Securityholder of the applicable series, upon the
terms and conditions and otherwise as in subsection (a) of this Section 6.10
provided, may petition any court of competent jurisdiction for an appointment of
a successor Trustee with respect to such series.

               (d) Any resignation or removal of the Trustee and appointment of
a successor Trustee pursuant to any of the provisions of this Section 6.10 shall
become effective upon acceptance of appointment by the successor Trustee as
provided in Section 6.11.

               SECTION 6.11.  Acceptance by Successor Trustee.

               Any successor Trustee appointed as provided in Section 6.10 shall
execute, acknowledge and deliver to the Company and to its predecessor Trustee
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the retiring Trustee with respect to all or any
applicable series shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, duties and obligations with respect to such series of its predecessor
hereunder, with like effect as if originally named as Trustee herein; but,
nevertheless, on the written request of the Company or of the successor Trustee,
the Trustee ceasing to act shall, upon payment of any amounts then due it
pursuant to the provisions of Section 6.06, execute and deliver an instrument
transferring to such successor Trustee all the rights and powers of the Trustee
so ceasing to act and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee thereunder. Upon
request of any such successor Trustee, the Company shall execute any and all
instruments in writing for more fully and certainly vesting in and confirming to
such successor Trustee all such rights and powers. Any Trustee ceasing to act
shall, nevertheless, retain a lien upon all property or funds held or collected
by such Trustee to secure any amounts then due it pursuant to the provisions of
Section 6.06.

               If a successor Trustee is appointed with respect to the Debt
Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Debt Securities of any
applicable series shall execute and deliver an indenture

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<PAGE>

supplemental hereto which shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Debt Securities of any series as to
which the predecessor Trustee is not retiring shall continue to be vested in the
predecessor Trustee, and shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the Trust hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be Trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee.

               No successor Trustee shall accept appointment as provided in this
Section 6.11 unless at the time of such acceptance such successor Trustee shall
be qualified under the provisions of Section 6.08 and eligible under the
provisions of Section 6.09.

               Upon acceptance of appointment by a successor Trustee as provided
in this Section 6.11, the Company shall mail notice of the succession of such
Trustee hereunder to the holders of Debt Securities of any applicable series at
their addresses as they shall appear on the Debt Security Register. If the
Company fails to mail such notice within ten Business Days after the acceptance
of appointment by the successor Trustee, the successor Trustee shall cause such
notice to be mailed at the expense of the Company.

               SECTION 6.12.  Succession by Merger, etc.

               Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder without
the execution or filing of any paper or any further act on the part of any of
the parties hereto.

               In case at the time such successor to the Trustee shall succeed
to the trusts created by this Indenture any of the Debt Securities of any series
shall have been authenticated but not delivered, any such successor to the
Trustee may adopt the certificate of authentication of any predecessor Trustee,
and deliver such Debt Securities so authenticated; and in case at that time any
of the Debt Securities of any series shall not have been authenticated, any
successor to the Trustee may authenticate such Debt Securities either in the
name of any predecessor hereunder or in the name of the successor Trustee; and
in all such cases such certificates shall have the full force which it is
anywhere in the Debt Securities of such series or in this Indenture provided
that the certificate of the Trustee shall have; provided, however, that the
right to adopt the certificate of authentication of any predecessor Trustee or
authenticate Debt Securities of any series in the name of any predecessor
Trustee shall apply only to its successor or successors by merger, conversion or
consolidation.

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<PAGE>

               SECTION 6.13. Limitation on Rights of Trustee as a Creditor.

               The Trustee shall comply with Section 311(a) of the Trust
Indenture Act, excluding any creditor relationship described in Section 311(b)
of the Trust Indenture Act. A Trustee who has resigned or been removed shall be
subject to Section 311(a) of the Trust Indenture Act to the extent included
therein.

               SECTION 6.14.  Authenticating Agents.

               There may be one or more Authenticating Agents appointed by the
Trustee upon the request of the Company with power to act on its behalf and
subject to its direction in the authentication and delivery of Debt Securities
of any series issued upon exchange or transfer thereof as fully to all intents
and purposes as though any such Authenticating Agent had been expressly
authorized to authenticate and deliver Debt Securities of such series; provided
that the Trustee shall have no liability to the Company for any acts or
omissions of the Authenticating Agent with respect to the authentication and
delivery of Debt Securities of any series. Any such Authenticating Agent shall
at all times be a corporation organized and doing business under the laws of the
United States or of any state or territory thereof or of the District of
Columbia authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of at least $5,000,000 and being subject to
supervision or examination by federal, state, territorial or District of
Columbia authority. If such corporation publishes reports of condition at least
annually pursuant to law or the requirements of such authority, then for the
purposes of this Section 6.14 the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect herein specified in this Section.

               Any corporation into which any Authenticating Agent may be merged
or converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate trust business
of any Authenticating Agent, shall be the successor of such Authenticating Agent
hereunder, if such successor corporation is otherwise eligible under this
Section 6.14 without the execution or filing of any paper or any further act on
the part of the parties hereto or such Authenticating Agent.

               Any Authenticating Agent may at any time resign with respect to
one or more or all series of Debt Securities by giving written notice of
resignation to the Trustee and to the Company. The Trustee may at any time
terminate the agency of any Authenticating Agent with respect to one or more or
all series of Debt Securities by giving written notice of termination to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time any
Authenticating Agent shall cease to be eligible under this Section 6.14, the
Trustee may, and upon the request of the Company shall, promptly appoint a
successor Authenticating Agent with respect to the applicable series eligible
under this Section 6.14, shall give written notice of such appointment to the
Company and shall


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<PAGE>

mail notice of such appointment to all holders of the applicable series of Debt
Securities as the names and addresses of such holders appear on the Debt
Security Register. Any successor Authenticating Agent with respect to all or any
series upon acceptance of its appointment hereunder shall become vested with all
rights, powers, duties and responsibilities with respect to such series of its
predecessor hereunder, with like effect as if originally named as Authenticating
Agent herein.

               The Company agrees to pay to any Authenticating Agent from time
to time reasonable compensation for its services.  Any Authenticating Agent
shall have no responsibility or liability for any action taken by it as such in
accordance with the directions of the Trustee.

                                  ARTICLE VII

                         CONCERNING THE SECURITYHOLDERS

               SECTION 7.01.  Action by Securityholders.

               Whenever in this Indenture it is provided that the holders of a
specified percentage in aggregate principal amount of the Debt Securities of any
or all series may take any action (including the making of any demand or
request, the giving of any notice, consent or waiver or the taking of any other
action) the fact that at the time of taking any such action the holders of such
specified percentage have joined therein may be evidenced (a) by any instrument
or any number of instruments of similar tenor executed by such Securityholders
in person or by agent or proxy appointed in writing, or (b) by the record of
such holders of Debt Securities voting in favor thereof at any meeting of such
Securityholders duly called and held in accordance with the provisions of
Article Eight, or (c) by a combination of such instrument or instruments and any
such record of such a meeting of such Securityholders or (d) by any other method
the Trustee deems satisfactory.

               If the Company shall solicit from the Securityholders of any
series any request, demand, authorization, direction, notice, consent, waiver or
other action or revocation of the same, the Company may, at its option, as
evidenced by an Officers' Certificate, fix in advance a record date for such
series for the determination of Securityholders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other action or
revocation of the same, 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 action or revocation of the same may be given
before or after the record date, but only the Securityholders of record at the
close of business on the record date shall be deemed to be Securityholders for
the purposes of determining whether Securityholders of the requisite proportion
of outstanding Debt Securities of that series have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other action or revocation of the same, and for that purpose the
outstanding Debt Securities of that series shall be computed as of the record
date; provided, however, that no such authorization, agreement or consent by
such Securityholders on the 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.

                                       41




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<PAGE>

               SECTION 7.02.  Proof of Execution by Securityholders.

               Subject to the provisions of Section 6.01, 6.02 and 8.05, proof
of the execution of any instrument by a Securityholder or his agent or proxy
shall be sufficient if made in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee or in such manner as shall be
satisfactory to the Trustee. The ownership of Debt Securities shall be proved by
the Debt Security Register or by a certificate of the Debt Security registrar.
The Trustee may require such additional proof of any matter referred to in this
Section as it shall deem necessary.

               The record of any Securityholders' meeting shall be proved in the
manner provided in Section 8.06.

               SECTION 7.03.  Who Are Deemed Absolute Owners.

               Prior to due presentment for registration of transfer of any Debt
Security, the Company, the Trustee, any Authenticating Agent, any paying agent,
any transfer agent and any Security registrar may deem the person in whose name
such Debt Security shall be registered upon the Debt Security Register to be,
and may treat him as, the absolute owner of such Debt Security (whether or not
such Debt Security shall be overdue) for the purpose of receiving payment of or
on account of the principal of, premium, if any, and (subject to Section 2.05)
interest on such Debt Security and for all other purposes; and neither the
Company nor the Trustee nor any Authenticating Agent nor any paying agent nor
any transfer agent nor any Security registrar shall be affected by any notice to
the contrary. All such payments so made to any holder for the time being or upon
his order shall be valid, and, to the extent of the sum or sums so paid,
effectual to satisfy and discharge the liability for moneys payable upon any
such Debt Security.

               SECTION 7.04. Debt Securities Owned by Company Deemed Not
Outstanding.

               In determining whether the holders of the requisite aggregate
principal amount of Debt Securities have concurred in any direction, consent or
waiver under this Indenture, Debt Securities which are owned by the Company or
any other obligor on the Debt Securities or by any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company or any other obligor on the Debt Securities shall be disregarded and
deemed not to be outstanding for the purpose of any such determination; provided
that for the purposes of determining whether the Trustee shall be protected in
relying on any such direction, consent or waiver, only Debt Securities which the
Trustee actually knows are so owned shall be so disregarded. Debt Securities so
owned which have been pledged in good faith may be regarded as outstanding for
the purposes of this Section 7.04 if the pledgee shall establish to the
satisfaction of the Trustee the pledgee's right to vote such Debt Securities and
that the pledgee is not the Company or any such other obligor or Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with the Company or any such other obligor. In the case of a dispute as
to such right, any decision by the Trustee taken upon the advice of counsel
shall be full protection to the Trustee.

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<PAGE>

               SECTION 7.05.  Revocation of Consents; Future Holders Bound.

               At any time prior to (but not after) the evidencing to the
Trustee, as provided in Section 7.01, of the taking of any action by the holders
of the percentage in aggregate principal amount of the Debt Securities specified
in this Indenture in connection with such action, any holder (in cases where no
record date has been set pursuant to Section 7.01) or any holder as of an
applicable record date (in cases where a record date has been set pursuant to
Section 7.01) of a Debt Security (or any Debt Security issued in whole or in
part in exchange or substitution therefor) the serial number of which is shown
by the evidence to be included in the Debt Securities the holders of which have
consented to such action may, by filing written notice with the Trustee at the
Principal Office of the Trustee and upon proof of holding as provided in Section
7.02, revoke such action so far as concerns such Debt Security (or so far as
concerns the principal amount represented by any exchanged or substituted Debt
Security). Except as aforesaid any such action taken by the holder of any Debt
Security shall be conclusive and binding upon such holder and upon all future
holders and owners of such Debt Security, and of any Debt Security issued in
exchange or substitution therefor or on registration of transfer thereof,
irrespective of whether or not any notation in regard thereto is made upon such
Debt Security or any Debt Security issued in exchange or substitution therefor.

                                  ARTICLE VIII

                            SECURITYHOLDERS' MEETINGS

               SECTION 8.01.  Purposes of Meetings.

               A meeting of Securityholders of any or all series may be called
at any time and from time to time pursuant to the provisions of this Article
Eight for any of the following purposes:

               (a) to give any notice to the Company or to the Trustee, or
to give any directions to the Trustee, or to consent to the waiving of any
default hereunder and its consequences, or to take any other action authorized
to be taken by Securityholders pursuant to any of the provisions of Article V;

               (b) to remove the Trustee and nominate a successor trustee
pursuant to the provisions of Article VI;

               (c) to consent to the execution of an indenture or indentures
supplemental hereto pursuant to the provisions of Section 9.02; or

               (d) to take any other action authorized to be taken by or on
behalf of the holders of any specified aggregate principal amount of such Debt
Securities under any other provision of this Indenture or under applicable law.

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               SECTION 8.02.  Call of Meetings by Trustee.

               The Trustee may at any time call a meeting of Securityholders of
any or all series to take any action specified in Section 8.01, to be held at
such time and at such place in the Borough of Manhattan, The City of New York,
as the Trustee shall determine. Notice of every meeting of the Securityholders
of any or all series, setting forth the time and the place of such meeting and
in general terms the action proposed to be taken at such meeting, shall be
mailed to holders of Debt Securities of each series affected at their addresses
as they shall appear on the Debt Securities Register for each series affected.
Such notice shall be mailed not less than 20 nor more than 180 days prior to the
date fixed for the meeting.

               SECTION 8.03.  Call of Meetings by Company or Securityholders.

               In case at any time the Company pursuant to a resolution of the
Board of Directors, or the holders of at least 10% in aggregate principal amount
of the Debt Securities of any or all series, as the case may be, then
outstanding, shall have requested the Trustee to call a meeting of
Securityholders of any or all series, as the case may be, by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have mailed the notice of such meeting within
20 days after receipt of such request, then the Company or such Securityholders
may determine the time and the place in said Borough of Manhattan for such
meeting and may call such meeting to take any action authorized in Section 8.01,
by mailing notice thereof as provided in Section 8.02.

               SECTION 8.04.  Qualifications for Voting.

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

               SECTION 8.05.  Regulations.

               Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Securityholders, in regard to proof of the holding of Debt Securities
and of the appointment of proxies, and in regard to the appointment and duties
of inspectors of votes, the submission and examination of proxies, certificates
and other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall think fit.

               The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Securityholders as provided in Section 8.03, in which case the
Company or the Securityholders calling the meeting,

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<PAGE>

as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
majority vote of the meeting.

               Subject to the provisions of Section 7.04, at any meeting each
holder of Debt Securities with respect to which such meeting is being held or
proxy therefor shall be entitled to one vote for each $1,000 principal amount
(in the case of Original Issue Discount Securities, such principal amount to be
determined as provided in the definition "outstanding") of Debt Securities held
or represented by him; provided, however, that no vote shall be cast or counted
at any meeting in respect of any Debt Security challenged as not outstanding and
ruled by the chairman of the meeting to be not outstanding. The chairman of the
meeting shall have no right to vote other than by virtue of Debt Securities held
by him or instruments in writing as aforesaid duly designating him as the Person
to vote on behalf of other Securityholders. Any meeting of Securityholders duly
called pursuant to the provisions of Section 8.02 or 8.03 may be adjourned from
time to time by a majority of those present, whether or not constituting a
quorum, and the meeting may be held as so adjourned without further notice.

               SECTION 8.06.  Voting.

               The vote upon any resolution submitted to any meeting of holders
of Debt Securities with respect to which such meeting is being held shall be by
written ballots on which shall be subscribed the signatures of such holders or
of their representatives by proxy and the serial number or numbers of the Debt
Securities held or represented by them. The permanent chairman of the meeting
shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in triplicate of all
votes cast at the meeting. A record in duplicate of the proceedings of each
meeting of Securityholders shall be prepared by the secretary of the meeting and
there shall be attached to said record the original reports of the inspectors of
votes on any vote by ballot taken thereat and affidavits by one or more Persons
having knowledge of the facts setting forth a copy of the notice of the meeting
and showing that said notice was mailed as provided in Section 8.02. The record
shall show the serial numbers of the Debt Securities voting in favor of or
against any resolution. The record shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one of the
duplicates shall be delivered to the Company and the other to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting.

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

               SECTION 8.07.  Quorum; Actions.

               The Persons entitled to vote a majority in principal amount of
the Debt Securities of a series shall constitute a quorum for a meeting of
Securityholders of such series; provided, however, that if any action is to be
taken at such meeting with respect to a consent, waiver, request, demand,
notice, authorization, direction or other action which may be given by the
holders of not less than a specified percentage in principal amount of the Debt
Securities of a series, the Persons holding or representing such specified
percentage in principal amount of the

                                       45




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<PAGE>

Debt Securities of such series will constitute a quorum. In the absence of a
quorum within 30 minutes of the time appointed for any such meeting, the meeting
shall, if convened at the request of Securityholders of such series, be
dissolved. In any other case the meeting may be adjourned for a period of not
less than 10 days as determined by the permanent chairman of the meeting prior
to the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the permanent chairman of the meeting
prior to the adjournment of such adjourned meeting. Notice of the reconvening of
any adjourned meeting shall be given as provided in Section 8.02, except that
such notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned meeting shall state expressly the percentage, as provided above, of
the principal amount of the Debt Securities of such series which shall
constitute a quorum.

               Except as limited by the proviso in the first paragraph of
Section 9.02, any resolution presented to a meeting or adjourned meeting duly
reconvened at which a quorum is present as aforesaid may be adopted by the
affirmative vote of the Holders of a majority in principal amount of the Debt
Securities of that series; provided, however, that, except as limited by the
proviso in the first paragraph of Section 9.02, any resolution with respect to
any consent, waiver, request, demand, notice, authorization, direction or other
action which this Indenture expressly provides may be given by the holders of
not less than a specified percentage in principal amount of the Debt Securities
of a series may be adopted at a meeting or an adjourned meeting duly reconvened
and at which a quorum is present as aforesaid only by the affirmative vote of
the holders of a not less than such specified percentage in principal amount of
the Debt Securities of that series.

               Any resolution passed or decision taken at any meeting of holders
of Debt Securities of any series duly held in accordance with this Section shall
be binding on all the Securityholders of such series, whether or not present or
represented at the meeting.

                                   ARTICLE IX

                            SUPPLEMENTAL INDENTURES

               SECTION 9.01. Supplemental Indentures without Consent of
Securityholders.

               The Company, when authorized by a Board Resolution, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as then in effect), without the consent of the
Securityholders, for one or more of the following purposes:

               (a) to evidence the succession of another corporation to the
Company, or successive successions, and the assumption by the successor
corporation of the covenants, agreements and obligations of the Company,
pursuant to Article X hereof;

               (b) to add to the covenants of the Company such further
covenants, restrictions or conditions for the protection of the holders of all
or any series of Debt Securities (and if such

                                       46




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<PAGE>

covenants are to be for the benefit of less than all series of Debt Securities
stating that such covenants are expressly being included for the benefit of such
series) as the Board of Directors and the Trustee shall consider to be for the
protection of the holders of such Debt Securities, and to make the occurrence,
or the occurrence and continuance, of a default in any of such additional
covenants, restrictions or conditions a default or an Event of Default
permitting the enforcement of all or any of the several remedies provided in
this Indenture as herein set forth; provided, however, that in respect of any
such additional covenant, restriction or condition such supplemental indenture
may provide for a particular period of grace after default (which period may be
shorter or longer than that allowed in the case of other defaults) or may
provide for an immediate enforcement upon such default or may limit the remedies
available to the Trustee upon such default;

               (c) to cure any ambiguity or to correct or supplement any
provision contained herein or in any supplemental indenture which may be
defective or inconsistent with any other provision contained herein or in any
supplemental indenture, or to make such other provisions in regard to matters or
questions arising under this Indenture; provided that any such action shall not
adversely affect the interests of the holders of the Debt Securities of any
series;

               (d) to add to, delete from, or revise the terms of Debt
Securities of any series as required by Section 2.07, including, without
limitation, any terms relating to the issuance, exchange, registration or
transfer of Debt Securities, including to provide for transfer procedures and
restrictions substantially similar to those applicable to the Capital Securities
relating to such series (for purposes of assuring that no registration of Debt
Securities of a series subject to transfer restrictions is required under the
Securities Act); provided that any such action shall not adversely affect the
interests of the holders of the Debt Securities of any series then outstanding
(it being understood, for purposes of this proviso, that transfer restrictions
on Debt Securities of a series substantially similar to those that were
applicable to Capital Securities of the related series shall not be deemed to
adversely affect the holders of the Debt Securities);

               (e) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Debt Securities of one or
more series and to add to or change any of the provisions of this Indenture as
shall be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of Section
6.11;

               (f) to make any change (other than as elsewhere provided in
this paragraph) that does not adversely affect the rights of any Securityholder
in any material respect; or

               (g) to provide for the issuance of and establish the form and
terms and conditions of the Debt Securities of any series, to establish the form
of any certifications required to be furnished pursuant to the terms of this
Indenture or any series of Debt Securities, or to add to the rights of the
holders of any series of Debt Securities.

               The Trustee is hereby authorized to join with the Company in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer and assignment of any

                                       47




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<PAGE>

property thereunder, but the Trustee shall not be obligated to, but may in its
discretion, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

               Any supplemental indenture authorized by the provisions of this
Section 9.01 may be executed by the Company and the Trustee without the consent
of the holders of any of the Debt Securities at the time outstanding,
notwithstanding any of the provisions of Section 9.02.

               SECTION 9.02. Supplemental Indentures with Consent of
Securityholders.

               With the consent (evidenced as provided in Section 7.01) of the
holders of not less than a majority in aggregate principal amount of the Debt
Securities at the time outstanding of all series affected by such supplemental
indenture (voting as a class), the Company and the Trustee may from time to time
and at any time enter into an indenture or indentures supplemental hereto (which
shall conform to the provisions of the Trust Indenture Act, then in effect,
applicable to indentures qualified thereunder) for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of any supplemental indenture or of modifying in any manner
the rights of the holders of the Debt Securities of each series so affected;
provided, however, that no such supplemental indenture shall without the consent
of the holders of each Debt Security then outstanding and affected thereby (i)
extend the fixed maturity of any Debt Security of any series, or reduce the
principal amount thereof or any premium thereon, or reduce the rate or extend
the time of payment of interest thereon, or reduce any amount payable on
redemption thereof or make the principal thereof or any interest or premium
thereon payable in any coin or currency other than that provided in the Debt
Securities, or reduce the amount of the principal of an Original Issue Discount
Security that would be due and payable upon an acceleration of the maturity
thereof pursuant to Section 5.01 or the amount thereof provable in bankruptcy
pursuant to Section 5.02, or impair or affect the right of any Securityholder to
institute suit for payment thereof or impair the right of repayment, if any, at
the option of the holder, or (ii) reduce the aforesaid percentage of Debt
Securities the holders of which are required to consent to any such supplemental
indenture; provided, further, that if the Debt Securities of such series are
held by a PXRE Trust or a trustee of such trust, such supplemental indenture
shall not be effective until the holders of a majority in liquidation preference
of Trust Securities of the applicable Trust shall have consented to such
supplemental indenture; provided further, that if the consent of the
Securityholder of each outstanding Debt Security is required, such supplemental
indenture shall not be effective until each holder of the Trust Securities of
the applicable PXRE Trust shall have consented to such supplemental indenture.

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

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

               Promptly after the execution by the Company and the Trustee of
any supplemental indenture pursuant to the provisions of this Section, the
Trustee shall transmit by mail, first class postage prepaid, a notice, prepared
by the Company, setting forth in general terms the substance of such
supplemental indenture, to the Securityholders of all series affected thereby as
their names and addresses appear upon the Debt Security Register. Any failure of
the Trustee to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such supplemental indenture.

               It shall not be necessary for the consent of the Securityholders
under this Section 9.02 to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such consent shall approve
the substance thereof.

               SECTION 9.03. Compliance with Trust Indenture Act; Effect of
Supplemental Indentures.

               Any supplemental indenture executed pursuant to the provisions of
this Article IX shall comply with the Trust Indenture Act, as then in effect to
the extent applicable to indentures qualified under the Trust Indenture Act.
Upon the execution of any supplemental indenture pursuant to the provisions of
this Article IX, this Indenture shall be and be deemed to be modified and
amended in accordance therewith and the respective rights, limitations of
rights, obligations, duties and immunities under this Indenture of the Trustee,
the Company and the holders of Debt Securities of each series affected thereby
shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

               SECTION 9.04.  Notation on Debt Securities.

               Debt Securities of any series authenticated and delivered after
the execution of any supplemental indenture affecting such series pursuant to
the provisions of this Article IX may bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company or the Trustee shall so determine, new Debt Securities of any series so
modified as to conform, in the opinion of the Trustee and the Board of Directors
of the Company, to any modification of this Indenture contained in any such
supplemental indenture may be prepared and executed by the Company,
authenticated by the Trustee or the Authenticating Agent and delivered in
exchange for the Debt Securities of any series then outstanding.

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               SECTION 9.05. Evidence of Compliance of Supplemental Indenture to
be Furnished to Trustee.

               The Trustee, subject to the provisions of Sections 6.01 and 6.02,
may receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant hereto complies with
the requirements of this Article IX. The Trustee may receive an Opinion of
Counsel as conclusive evidence that any supplemental indenture executed pursuant
to this Article IX is authorized or permitted by, and conforms to, the terms of
this Article IX and that it is proper for the Trustee under the provisions of
this Article IX to join in the execution thereof.

                                   ARTICLE X

               CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

               SECTION 10.01. Company May Consolidate, etc., on Certain Terms.

               Nothing contained in this Indenture or in the Debt Securities of
any series shall prevent any consolidation or merger of the Company with or into
any other corporation or corporations (whether or not affiliated with the
Company) or successive consolidations or mergers in which the Company or its
successor or successors shall be a party or parties, or shall prevent any sale,
conveyance, transfer or other disposition of the property of the Company or its
successor or successors as an entirety, or substantially as an entirety, to any
other corporation (whether or not affiliated with the Company, or its successor
or successors) authorized to acquire and operate the same; provided, however,
that the Company hereby covenants and agrees that, upon any such consolidation,
merger (where the Company is not the surviving corporation), sale, conveyance,
transfer or other disposition, the due and punctual payment of the principal of
(and premium, if any) and interest on all of the Debt Securities of all series
in accordance with the terms of each series, according to their tenor, and the
due and punctual performance and observance of all the covenants and conditions
of this Indenture with respect to each series or established with respect to
such series to be kept or performed by the Company, shall be expressly assumed
by supplemental indenture (which shall conform to the provisions of the Trust
Indenture Act, as then in effect, applicable to indentures qualified thereunder)
satisfactory in form to the Trustee executed and delivered to the Trustee by the
entity formed by such consolidation, or into which the Company shall have been
merged, or by the entity which shall have acquired such property.

               SECTION 10.02.  Successor Corporation to be Substituted.

               In case of any such consolidation, merger, sale, conveyance,
transfer or other disposition and upon the assumption by the successor
corporation, by supplemental indenture, executed and delivered to the Trustee
and reasonably satisfactory in form to the Trustee, of the due and punctual
payment of the principal of and premium, if any, and interest on all of the Debt
Securities and the due and punctual performance and observance of all of the
covenants and conditions of this Indenture to be performed or observed by the
Company, such successor corporation shall succeed to and be substituted for the
Company, with the same effect as if it had

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been named herein as the Company, and thereupon the predecessor corporation
shall be relieved of any further liability or obligation hereunder or upon the
Debt Securities. Such successor corporation thereupon may cause to be signed,
and may issue either in its own name or in the name of PXRE Corporation, any or
all of the Debt Securities issuable hereunder which theretofore shall not have
been signed by the Company and delivered to the Trustee or the Authenticating
Agent; and, upon the order of such successor corporation instead of the Company
and subject to all the terms, conditions and limitations in this Indenture
prescribed, the Trustee or the Authenticating Agent shall authenticate and
deliver any Debt Securities which previously shall have been signed and
delivered by the officers of the Company, to the Trustee or the Authenticating
Agent for authentication, and any Debt Securities which such successor
corporation thereafter shall cause to be signed and delivered to the Trustee or
the Authenticating Agent for that purpose. All the Debt Securities so issued
shall in all respects have the same legal rank and benefit under this Indenture
as the Debt Securities theretofore or thereafter issued in accordance with the
terms of this Indenture as though all of such Debt Securities had been issued at
the date of the execution hereof.

               SECTION 10.03.  Opinion of Counsel to be Given to Trustee.

               The Trustee, subject to the provisions of Sections 6.01 and 6.02,
may receive an Opinion of Counsel as conclusive evidence that any consolidation,
merger, sale, conveyance, transfer or other disposition, and any assumption,
permitted or required by the terms of this Article X complies with the
provisions of this Article X.

                                   ARTICLE XI

                    SATISFACTION AND DISCHARGE OF INDENTURE

               SECTION 11.01. Discharge of Indenture.

               When (a) the Company shall deliver to the Trustee for
cancellation all Debt Securities theretofore authenticated (other than any Debt
Securities which shall have been destroyed, lost or stolen and which shall have
been replaced or paid as provided in Section 2.08) and not theretofore canceled,
or (b) all the Debt Securities not theretofore canceled or delivered to the
Trustee for cancellation shall have become due and payable, or are by their
terms to become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption, and the Company shall deposit with the
Trustee, in trust, funds, which shall be immediately due and payable, sufficient
to pay at maturity or upon redemption all of the Debt Securities (other than any
Debt Securities which shall have been destroyed, lost or stolen and which shall
have been replaced or paid as provided in Section 2.08) not theretofore canceled
or delivered to the Trustee for cancellation, including principal and premium,
if any, and interest due or to become due to such date of maturity or redemption
date, as the case may be, but excluding, however, the amount of any moneys for
the payment of principal of, and premium, if any, or interest on the Debt
Securities (1) theretofore repaid to the Company in accordance with the
provisions of Section 11.04, or (2) paid to any state or to the District of
Columbia pursuant to its unclaimed property or similar laws, and if in either
case the Company shall also pay or cause to be paid all other sums

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payable hereunder by the Company, then this Indenture shall cease to be of
further effect except for the provisions of Sections 2.05, 2.07, 2.08, 3.01,
3.02, 3.04, 6.06, 6.10 and 11.04 hereof shall survive until such Debt Securities
shall mature and be paid. Thereafter, Sections 6,06, 6.10 and 11.04 shall
survive, and the Trustee, on demand of the Company accompanied by an Officers'
Certificate and an Opinion of Counsel and at the cost and expense of the
Company, shall execute proper instruments acknowledging satisfaction of and
discharging this Indenture, the Company, however, hereby agreeing to reimburse
the Trustee for any costs or expenses thereafter reasonably and properly
incurred by the Trustee in connection with this Indenture or the Debt
Securities.

               SECTION 11.02.  Deposited Moneys to be Held in Trust by Trustee.

               Subject to the provisions of Section 11.04, all moneys deposited
with the Trustee pursuant to Section 11.01 shall be held in trust and applied by
it to the payment, either directly or through any paying agent (including the
Company if acting as its own paying agent), to the holders of the particular
Debt Securities for the payment of which such moneys have been deposited with
the Trustee, of all sums due and to become due thereon for principal, and
premium, if any, and interest.

               SECTION 11.03.  Paying Agent to Repay Moneys Held.

               Upon the satisfaction and discharge of this Indenture all moneys
then held by any paying agent of the Debt Securities (other than the Trustee)
shall, upon demand of the Company, be repaid to it or paid to the Trustee, and
thereupon such paying agent shall be released from all further liability with
respect to such moneys.

               SECTION 11.04.  Return of Unclaimed Moneys.

               Any moneys deposited with or paid to the Trustee or any paying
agent for payment of the principal of, and premium, if any, or interest on Debt
Securities and not applied but remaining unclaimed by the holders of Debt
Securities for two years after the date upon which the principal of, and
premium, if any, or interest on such Debt Securities, as the case may be, shall
have become due and payable, shall be repaid to the Company by the Trustee or
such paying agent on written demand; and the holder of any of the Debt
Securities shall thereafter look only to the Company for any payment which such
holder may be entitled to collect and all liability of the Trustee or such
paying agent with respect to such moneys shall thereupon cease.

                                   ARTICLE XII

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

               SECTION 12.01. Indenture and Debt Securities Solely Corporate
Obligations.

               No recourse for the payment of the principal of or premium, if
any, or interest on any Debt Security, or for any claim based thereon or
otherwise in respect thereof, and no

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recourse under or upon any obligation, covenant or agreement of the Company in
this Indenture or in any supplemental indenture, or in any such Debt Security,
or because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or of any successor corporation of the
Company, either directly or through the Company or any successor corporation of
the Company, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being expressly
understood that all such liability is hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this Indenture and
the issue of the Debt Securities.

                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

               SECTION 13.01.  Successors.

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

               SECTION 13.02.  Official Acts by Successor Corporation.

               Any act or proceeding by any provision of this Indenture
authorized or required to be done or performed by any board, committee or
officer of the Company shall and may be done and performed with like force and
effect by the like board, committee or officer of any corporation that shall at
the time be the lawful sole successor of the Company.

               SECTION 13.03.  Surrender of Company Powers.

               The Company by instrument in writing executed by authority of 2/3
(two-thirds) of its Board of Directors and delivered to the Trustee may
surrender any of the powers reserved to the Company as the case may be, and
thereupon such power so surrendered shall terminate both as to the Company, and
as to any successor corporation.

               SECTION 13.04.  Addresses for Notices, etc.

               Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the holders of
Debt Securities on the Company may be given or served by being deposited postage
prepaid by registered or certified mail in a post office letter box addressed
(until another address is filed by the Company, with the Trustee for the
purpose) to the Company, 339 Thornall Street, Fourteenth Floor, Edison, NJ
08837, Attention: Treasurer, or such other address as may be designated by the
Company by notice duly given to the Trustee in accordance with this Section
13.04. Any notice, direction, request or demand by any Securityholder or the
Company to or upon the Trustee shall be deemed to have been sufficiently given
or made, for all purposes, if given or made in writing at the office of the
Trustee, addressed to the Trustee, 755 Broad Street, Newark, NJ 07102,
Attention: Corporate Trust Department, or such other address as may be
designated by the Trustee by notice

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duly given to the Company in accordance with this Section 13.04. When this
Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice.

               SECTION 13.05.  Governing Law.

               This Indenture and each Debt Security shall be deemed to be a
contract made under the laws of the State of New York, and for all purposes
shall be governed by and construed in accordance with the laws of said State,
without regard to conflict of laws principles thereof.

               SECTION 13.06. Evidence of Compliance with Conditions Precedent.

               Upon any application or demand by the Company to the Trustee to
take any action under any of the provisions of this Indenture, the Company
shall furnish to the Trustee an Officers' Certificate stating that 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 an Opinion
of Counsel stating that, in the opinion of such counsel, all such conditions
precedent have been complied with.

               Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include (1) a statement that the person
making such certificate or opinion 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 certificate or opinion
are based; (3) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

               SECTION 13.07.  Non-Business Days.

               Subject to Section 2.03, in any case where the date of payment of
interest on or principal of the Debt Securities will be any day other than a
Business Day, the payment of such interest on or principal of the Debt
Securities need not be made on such date but may be made on the next succeeding
day which is a Business Day, with the same force and effect as if made on the
date of payment (and without any interest or other payment in respect of any
such delay), except that if such Business Day is in the next succeeding calendar
year, such payment shall be made on the immediately preceding Business Day, with
the same force and effect as if made on the date of payment.

               SECTION 13.08.  Trust Indenture Act to Control.

               If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

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               SECTION 13.09.  Table of Contents, Headings, etc.

               The table of contents and the titles and headings of the articles
and sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part hereof, and shall in no way modify or
restrict any of the terms or provisions hereof.

               SECTION 13.10.  Execution in Counterparts.

               This Indenture may be executed in any number of counterparts,
each of which shall be an original, but such counterparts shall together
constitute but one and the same instrument, and all signatures need not appear
on any one counterpart.

               SECTION 13.11.  Separability.

               In case any one or more of the provisions contained in this
Indenture or in the Debt Securities of any series shall for any reason be held
to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of this
Indenture or of such Debt Securities, but this Indenture and such Debt
Securities shall be construed as if such invalid or illegal or unenforceable
provision had never been contained herein or therein.

               SECTION 13.12.  Assignment.

               The Company will have the right at all times to assign any of its
respective rights or obligations under this Indenture to a direct or indirect
wholly owned Subsidiary of the Company or in connection with a transaction or
series of transactions consummated in compliance with Article X hereof, provided
that, in the event of any such assignment other than in connection with Article
X hereof where there is a successor to the Company, the Company will remain
liable for all such obligations. Subject to the foregoing, this Indenture is
binding upon and inures to the benefit of the parties hereto and their
respective successors and assigns. This Indenture may not otherwise be assigned
by the parties thereto.

               SECTION 13.13.  Acknowledgment of Rights.

               The Company acknowledges that, with respect to any Debt
Securities held by any PXRE Trust or a trustee of such trust, if the
Institutional Trustee of such trust fails to enforce its rights under this
Indenture as the holder of the series of Debt Securities held as the assets of
such PXRE Trust any holder of Capital Securities may institute legal proceedings
directly against the Company to enforce such Institutional Trustee's rights
under this Indenture without first instituting any legal proceedings against
such Institutional Trustee or any other person or entity. Notwithstanding the
foregoing, if an Event of Default has occurred and is continuing and such event
is attributable to the failure of the Company to pay interest (or premium, if
any) or principal on the applicable series of Debt Securities on the date such
interest (or premium, if any) or principal is otherwise payable (or in the case
of redemption, on the redemption date), the Company acknowledges that a holder
of record of Capital Securities of the PXRE Trust that purchased the applicable
series of Debt Securities may directly institute a proceeding for

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enforcement of payment to such holder of the principal of (or premium, if any)
or interest on the applicable series of Debt Securities having a principal
amount equal to the aggregate liquidation amount of the Capital Securities of
such holder on or after the respective due date specified in the applicable
series of Debt Securities.

                                   ARTICLE XIV

                    REDEMPTION OF SECURITIES -- MANDATORY AND
                              OPTIONAL SINKING FUND

               SECTION 14.01.  Applicability of Article.

               The provisions of this Article shall be applicable to the Debt
Securities of any series which are redeemable before their maturity or to any
sinking fund for the retirement of Debt Securities of a series except as
otherwise specified as contemplated by Section 2.03 for Debt Securities of such
series.

               SECTION 14.02. Notice of Redemption; Selection of Debt
Securities.

               In case the Company shall desire to exercise the right to redeem
all, or, as the case may be, any part of the Debt Securities of any series in
accordance with their terms, it shall fix a date for redemption and shall mail a
notice of such redemption at least 30 and not more than 60 days prior to the
date fixed for redemption to the holders of Debt Securities of such series so to
be redeemed as a whole or in part at their last addresses as the same appear on
the Debt Security Register. Such mailing shall be by first class mail. The
notice if mailed in the manner herein provided shall be conclusively presumed to
have been duly given, whether or not the holder receives such notice. In any
case, failure to give such notice by mail or any defect in the notice to the
holder of any Debt Security of a series designated for redemption as a whole or
in part shall not affect the validity of the proceedings for the redemption of
any other Debt Security of such series.

               Each such notice of redemption shall specify the CUSIP number of
the Debt Securities to be redeemed, the date fixed for redemption, the
redemption price at which Debt Securities of such series are to be redeemed, the
place or places of payment, that payment will be made upon presentation and
surrender of such Debt Securities, that interest accrued to the date fixed for
redemption will be paid as specified in said notice, and that on and after said
date interest thereon or on the portions thereof to be redeemed will cease to
accrue. If less than all the Debt Securities of such series are to be redeemed
the notice of redemption shall specify the numbers of the Debt Securities of
that series to be redeemed. In case any Debt Security of a series is to be
redeemed in part only, the notice of redemption shall state the portion of the
principal amount thereof to be redeemed and shall state that on and after the
date fixed for redemption, upon surrender of such Debt Security, a new Debt
Security or Debt Securities of that series in principal amount equal to the
unredeemed portion thereof will be issued.

               On or prior to the redemption date specified in the notice of
redemption given as provided in this Section, the Company will deposit with the
Trustee or with one or more paying

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agents an amount of money sufficient to redeem on the redemption date all the
Debt Securities so called for redemption at the appropriate redemption price,
together with accrued interest to the date fixed for redemption.

               If all, or less than all, the Debt Securities of a series are to
be redeemed, the Company will give the Trustee notice not less than 45 nor more
than 60 days, respectively, prior to the redemption date as to the aggregate
principal amount of Debt Securities of that series to be redeemed and the
Trustee shall select, in such manner as in its sole discretion it shall deem
appropriate and fair, the Debt Securities of that series or portions thereof (in
integral multiples of $1,000, except as otherwise set forth in the applicable
form of Debt Security) to be redeemed.

               SECTION 14.03.  Payment of Debt Securities Called for Redemption.

               If notice of redemption has been given as provided in Section
14.02 or Section 14.04, the Debt Securities or portions of Debt Securities of
the series with respect to which such notice has been given shall become due and
payable on the date and at the place or places stated in such notice at the
applicable redemption price, together with interest accrued to the date fixed
for redemption, and on and after said date (unless the Company shall default in
the payment of such Debt Securities at the redemption price, together with
interest accrued to said date) interest on the Debt Securities or portions of
Debt Securities of any series so called for redemption shall cease to accrue. On
presentation and surrender of such Debt Securities at a place of payment
specified in said notice, the said Debt Securities or the specified portions
thereof shall be paid and redeemed by the Company at the applicable redemption
price, together with interest accrued thereon to the date fixed for redemption.

               Upon presentation of any Debt Security of any series redeemed in
part only, the Company shall execute and the Trustee shall authenticate and make
available for delivery to the holder thereof, at the expense of the Company, a
new Debt Security or Debt Securities of such series of authorized denominations,
in principal amount equal to the unredeemed portion of the Debt Security so
presented.

               SECTION 14.04.  Mandatory and Optional Sinking Fund.

               The minimum amount of any sinking fund payment provided for by
the terms of Debt Securities of any series is herein referred to as a "mandatory
sinking fund payment," and any payment in excess of such minimum amount provided
for by the terms of Debt Securities of any series is herein referred to as an
"optional sinking fund payment." The last date on which any such payment may be
made is herein referred to as a "sinking fund payment date."

               In lieu of making all or any part of any mandatory sinking fund
payment with respect to any Debt Securities of a series in cash, the Company may
at its option (a) deliver to the Trustee Debt Securities of that series
theretofore purchased by the Company and (b) may apply as a credit Debt
Securities of that series which have been redeemed either at the election of the
Company pursuant to the terms of such Debt Securities or through the application
of optional sinking fund payments pursuant to the next succeeding paragraph, in
each case in satisfaction of all or any part of any mandatory sinking fund
payment, provided that such Debt Securities have

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not been previously so credited. Each such Debt Security so delivered or applied
as a credit shall be credited at the sinking fund redemption price for such Debt
Securities and the amount of any mandatory sinking fund shall be reduced
accordingly. If the Company intends so to deliver or credit such Debt Securities
with respect to any mandatory sinking fund payment it shall deliver to the
Trustee at least 60 days prior to the next succeeding sinking fund payment date
for such series (a) a certificate signed by the Secretary, an Assistant
Secretary, the Treasurer or an Assistant Treasurer of the Company specifying the
portion of such sinking fund payment, if any, to be satisfied by payment of cash
and the portion of such sinking fund payment, if any, which is to be satisfied
by delivering and crediting such Debt Securities and the basis for such credit
and stating that such Debt Securities have not been previously so credited and
(b) any Debt Securities to be so delivered. All Debt Securities so delivered to
the Trustee shall be canceled by the Trustee and no Debt Securities shall be
authenticated in lieu thereof. If the Company fails to deliver such certificate
and Debt Securities at or before the time provided above, the Company shall not
be permitted to satisfy any portion of such mandatory sinking fund payment by
delivery or credit of Debt Securities.

               At its option the Company may pay into the sinking fund for the
retirement of Debt Securities of any particular series, on or before each
sinking fund payment date for such series, any additional sum in cash as
specified by the terms of such series of Debt Securities. If the Company intends
to exercise its right to make any such optional sinking fund payment, it shall
deliver to the Trustee at least 60 days prior to the next succeeding sinking
fund payment date for such series a certificate signed by the Secretary, an
Assistant Secretary, the Treasurer or an Assistant Treasurer of the Company
stating that the Company intends to exercise such optional right and specifying
the amount which the Company intends to pay on such sinking fund payment date.
If the Company fails to deliver such certificate at or before the time provided
above, the Company shall not be permitted to make any optional sinking fund
payment with respect to such sinking fund payment date. To the extent that such
right is not exercised in any year it shall not be cumulative or carried forward
to any subsequent year.

               If the sinking fund payment or payments (mandatory or optional)
made in cash plus any unused balance of any preceding sinking fund payments made
in cash shall exceed $50,000 (or a lesser sum if the Company shall so request)
with respect to the Debt Securities of any particular series, it shall be
applied by the Trustee or one or more paying agents on the next succeeding
sinking fund payment date to the redemption of Debt Securities of such series at
the sinking fund redemption price together with accrued interest to the date
fixed for redemption. The Trustee shall select, in the manner provided in
Section 14.02, for redemption on such sinking fund payment date a sufficient
principal amount of Debt Securities of such series to absorb said cash, as
nearly as may be, and the Trustee shall, at the expense and in the name of the
Company, thereupon cause notice of redemption of Debt Securities of such series
to be given in substantially the manner and with the effect provided in Sections
14.02 and 14.03 for the redemption of Debt Securities of that series in part at
the option of the Company, except that the notice of redemption shall also state
that the Debt Securities of such series are being redeemed for the sinking fund.
Any sinking fund moneys not so applied or allocated by the Trustee or any paying
agent to the redemption of Debt Securities of that series shall be added to the
next cash sinking fund payment received by the Trustee or such paying agent and,
together with such

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payment, shall be applied in accordance with the provisions of this Section
14.04. Any and all sinking fund moneys held by the Trustee or any paying agent
on the maturity date of the Debt Securities of any particular series, and not
held for the payment or redemption of particular Debt Securities of such series,
shall be applied by the Trustee or such paying agent, together with other
moneys, if necessary, to be deposited sufficient for the purpose, to the payment
of the principal of the Debt Securities of that series at maturity.

               On or before each sinking fund payment date, the Company shall
pay to the Trustee or to one or more paying agents in cash a sum equal to all
interest accrued to the date fixed for redemption on Debt Securities to be
redeemed on the next following sinking fund payment date pursuant to this
Section.

               Neither the Trustee nor any paying agent shall redeem any Debt
Securities of a series with sinking fund moneys, and the Trustee shall not mail
any notice of redemption of Debt Securities for such series by operation of the
sinking fund, during the continuance of a default in payment of interest on such
Debt Securities or of any Event of Default (other than an Event of Default
occurring as a consequence of this paragraph), except that if the notice of
redemption of any Debt Securities shall theretofore have been mailed in
accordance with the provisions hereof, the Trustee or any paying agent shall
redeem such Debt Securities if cash sufficient for that purpose shall be
deposited with the Trustee or such paying agent for that purpose in accordance
with the terms of this Article XIV. Except as aforesaid, any moneys in the
sinking fund for such series at the time when any such default or Event of
Default shall occur and any moneys thereafter paid into the sinking fund shall,
during the continuance of such default or Event of Default, be held as security
for the payment of all such Debt Securities; provided, however, that in case
such Event of Default or default, shall have been cured or waived as provided
herein, such moneys shall thereafter be applied on the next succeeding sinking
fund payment date on which such moneys may be applied pursuant to the provisions
of this Section 14.04.

                                   ARTICLE XV

                        SUBORDINATION OF DEBT SECURITIES

               SECTION 15.01.  Agreement to Subordinate.

               The Company covenants and agrees, and each holder of Debt
Securities issued hereunder and under any supplemental indenture or by any Board
Resolution ("Additional Provisions") by such Securityholder's acceptance thereof
likewise covenants and agrees, that all Debt Securities shall be issued subject
to the provisions of this Article XV; and each holder of a Debt Security,
whether upon original issue or upon transfer or assignment thereof, accepts and
agrees to be bound by such provisions.

               The payment by the Company of the principal of, and premium, if
any, and interest on all Debt Securities issued hereunder and under any
Additional Provisions shall, to the extent and in the manner hereinafter set
forth, be subordinated and junior in right of payment to the prior payment in
full of all Senior Indebtedness of the Company, whether outstanding at the date
of this Indenture or thereafter incurred.

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               No provision of this Article XV shall prevent the occurrence of
any default or Event of Default hereunder.

               The subordinization provisions of this Article XV shall be for
the benefit of (and may be relied upon by) any present or future holders of
Senior Indebtedness of the Company and may be enforced directly by such holders.

               SECTION 15.02.  Default on Senior Indebtedness; Standstill.

               Upon the maturity of any Senior Indebtedness, by lapse of time,
acceleration or otherwise, no payment (whether in cash, securities or other
property) shall be made by or on behalf of the Company on account of the
principal of, premium, if any, or accrued and unpaid interest on the Debt
Securities unless and until all principal of, premium, if any, interest on and
other amounts due on such Senior Indebtedness shall first have been paid in full
in cash.

               Upon the occurrence of any default in the payment of any
obligation on or with respect to any Senior Indebtedness, whether with respect
to scheduled payments or amounts due upon acceleration or otherwise, or upon the
occurrence of any other default with respect to Senior Indebtedness that
entitles the holders thereof to accelerate such Senior Indebtedness (any of the
foregoing, a "Senior Indebtedness Default"), then, in each case, no payment
(whether in cash, securities or other property) shall be made by or on behalf of
the Company on account of principal of, or premium, if any, or accrued and
unpaid interest on the Debt Securities unless and until (i) all Senior
Indebtedness Defaults shall have been cured or waived or shall have ceased to
exist or (ii) such Senior Indebtedness (as to which such defaults have arisen)
shall have been discharged or paid in full in cash.

               In the event that, notwithstanding the foregoing, any payment
shall be received by the Trustee when such payment is prohibited by the
preceding paragraphs of this Section 15.02, such payment shall be held in trust
for the benefit of, and shall be paid over or delivered to, the holders of
Senior Indebtedness or their respective representatives, or to the trustee or
trustees under any indenture pursuant to which any of such Senior Indebtedness
may have been issued, as their respective interests may appear (pro rata as to
each of such holders on the basis of the respective amounts of Senior
Indebtedness held by such holders, as calculated by the Company), but only to
the extent that the holders of the Senior Indebtedness (or their representative
or representatives or a trustee) notify the Trustee in writing within 90 days of
such payment of the amounts then due and owing on the Senior Indebtedness and
only the amounts specified in such notice to the Trustee shall be paid to the
holders of Senior Indebtedness.

               Upon the occurrence of any Senior Indebtedness Default, unless
and until (i) all Senior Indebtedness Defaults shall have been cured or waived
or shall have ceased to exist or (ii) such Senior Indebtedness (as to which such
defaults have arisen) shall have been discharged or paid in full in cash, any
declaration that all or any portion of the unpaid principal amount of the Debt
Securities shall be due and payable pursuant to the provisions of this Indenture
and the Debt Securities hereof shall not be effective and the Trustee and the
holders of Debt Securities shall not initiate any judicial action to seek or
enforce collection of any amounts by the Company owing with respect to the Debt
Securities or any guaranty thereof (including without limitation

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initiating a filing of a petition for relief under the Bankruptcy Law) until the
earliest to occur of the following:

               (a) any insolvency, bankruptcy, receivership, assignment for the
benefit of creditors, reorganization, arrangement with creditors or similar
proceeding of the Company, whether or not pursuant to the bankruptcy laws, or
any dissolution, winding up, liquidation or marshalling of the assets and
liabilities of the Company;

               (b) the acceleration of the maturity of any Senior Indebtedness
or the initiation of any judicial proceedings by the holders of the Senior
Indebtedness to collect any Senior Indebtedness; and

               (c) the expiration of five (5) Business Days following delivery
of notice to the Company of an intent to accelerate or pursue remedies, as the
case may be, if payments with respect to the Debt Securities have been
restricted under this Section 15.02 for more than two hundred forty (240) days
in the immediately preceding three hundred sixty-five (365) consecutive day
period.

               SECTION 15.03.  Liquidation; Dissolution; Bankruptcy.

               Upon any payment by the Company or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
creditors upon any dissolution or winding-up or liquidation or reorganization of
the Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due upon all Senior Indebtedness
of the Company shall first be paid in full, or payment thereof provided for in
money in accordance with its terms, before any payment is made by the Company on
account of the principal (and premium, if any) or interest on the Debt
Securities; and upon any such dissolution or winding-up or liquidation or
reorganization, any payment by the Company, or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
which the Securityholders or the Trustee would be entitled to receive from the
Company, except for the provisions of this Article XV, shall be paid by the
Company, or by any receiver, trustee in bankruptcy, liquidating trustee, agent
or other Person making such payment or distribution, or by the Securityholders
or by the Trustee under this Indenture if received by them or it, directly to
the holders of Senior Indebtedness (pro rata to such holders on the basis of the
respective amounts of Senior Indebtedness held by such holders, as calculated by
the Company) or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing such
Senior Indebtedness may have been issued, as their respective interests may
appear, to the extent necessary to pay such Senior Indebtedness in full, in
money or money's worth, after giving effect to any concurrent payment or
distribution to or for the benefit of holders of such Senior Indebtedness,
before any payment or distribution is made to the Securityholders or to the
Trustee.

               In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing, shall be received by the
Trustee before all Senior Indebtedness is paid in full, or provision is made for
such payment in money in accordance with its terms, such

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payment or distribution shall be held in trust for the benefit of and shall be
paid over or delivered to the holders of such Senior Indebtedness (pro rata to
such holders on the basis of the respective amounts of Senior Indebtedness held
by such holders, as calculated by the Company) or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing such Senior Indebtedness may have been issued,
as their respective interests may appear, as calculated by the Company, for
application to the payment of all Senior Indebtedness of the Company, remaining
unpaid to the extent necessary to pay such Senior Indebtedness in full in money
in accordance with its terms, after giving effect to any concurrent payment or
distribution to or for the benefit of the holders of such Senior Indebtedness.

               For purposes of this Article XV, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article XV with respect
to the Debt Securities to the payment of all Senior Indebtedness of the Company,
that may at the time be outstanding, provided that (i) such Senior Indebtedness
is assumed by the new corporation, if any, resulting from any such
reorganization or readjustment, and (ii) the rights of the holders of such
Senior Indebtedness are not, without the consent of such holders, altered by
such reorganization or readjustment. The consolidation of the Company with, or
the merger of the Company into, another corporation or the liquidation or
dissolution of the Company following the conveyance or transfer of its property
as an entirety, or substantially as an entirety, to another corporation upon the
terms and conditions provided for in Article X of this Indenture shall not be
deemed a dissolution, winding-up, liquidation or reorganization for the purposes
of this Section 15.03 if such other corporation shall, as a part of such
consolidation, merger, conveyance or transfer, comply with the conditions stated
in Article X of this Indenture. Nothing in Section 15.02 or in this Section
15.03 shall apply to claims of, or payments to, the Trustee under or pursuant to
Section 6.06 of this Indenture.

               SECTION 15.04.  Subrogation.

               Subject to the payment in full of all Senior Indebtedness of the
Company, the Securityholders shall be subrogated to the rights of the holders of
such Senior Indebtedness to receive payments or distributions of cash, property
or securities of the Company, applicable to such Senior Indebtedness until the
principal of (and premium, if any) and interest on the Debt Securities shall be
paid in full; and, for the purposes of such subrogation, no payments or
distributions to the holders of such Senior Indebtedness of any cash, property
or securities to which the Securityholders or the Trustee would be entitled
except for the provisions of this Article XV, and no payment over pursuant to
the provisions of this Article XV to or for the benefit of the holders of such
Senior Indebtedness by Securityholders or the Trustee, shall, as between the
Company, its creditors other than holders of Senior Indebtedness of the Company,
and the holders of the Debt Securities be deemed to be a payment or distribution
by the Company to or on account of such Senior Indebtedness. It is understood
that the provisions of this Article XV are and are intended solely for the
purposes of defining the relative rights

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of the holders of the Debt Securities, on the one hand, and the holders of such
Senior Indebtedness, on the other hand.

               Nothing contained in this Article XV or elsewhere in this
Indenture, any Additional Provisions or in the Debt Securities is intended to or
shall impair, as between the Company, its creditors other than the holders of
Senior Indebtedness of the Company, and the holders of the Debt Securities, the
obligation of the Company, which is absolute and unconditional, to pay to the
holders of the Debt Securities the principal of (and premium, if any) and
interest on the Debt Securities as and when the same shall become due and
payable in accordance with their terms, or is intended to or shall affect the
relative rights of the holders of the Debt Securities and creditors of the
Company, other than the holders of Senior Indebtedness of the Company, nor shall
anything herein or therein (subject to Section 15.02) prevent the Trustee or the
holder of any Debt Security from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article XV of the holders of such Senior Indebtedness in respect of
cash, property or securities of the Company, received upon the exercise of any
such remedy.

               Upon any payment or distribution of assets of the Company
referred to in this Article XV, the Trustee, subject to the provisions of
Article VI of this Indenture, and the Securityholders shall be entitled to
conclusively rely upon any order or decree made by any court of competent
jurisdiction in which such dissolution, winding-up, liquidation or
reorganization proceedings are pending, or a certificate of the receiver,
trustee in bankruptcy, liquidation trustee, agent or other Person making such
payment or distribution, delivered to the Trustee or to the Securityholders, for
the purposes of ascertaining the Persons entitled to participate in such
distribution, the holders of Senior Indebtedness and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article XV.

               SECTION 15.05.  Trustee to Effectuate Subordination.

               Each Securityholder by such Securityholder's acceptance thereof
authorizes and directs the Trustee on such Securityholder's behalf to take such
action as may be necessary or appropriate to effectuate the subordination
provided in this Article XV and appoints the Trustee such Securityholder's
attorney-in-fact for any and all such purposes.

               SECTION 15.06.  Notice by the Company.

               The Company shall give prompt written notice to a Responsible
Officer of the Trustee at the Principal Office of the Trustee of any fact known
to the Company that would prohibit the making of any payment of monies to or by
the Trustee in respect of the Debt Securities pursuant to the provisions of this
Article XV. Notwithstanding the provisions of this Article XV or any other
provision of this Indenture or any Additional Provisions, the Trustee shall not
be charged with knowledge of the existence of any facts that would prohibit the
making of any payment of monies to or by the Trustee in respect of the Debt
Securities pursuant to the provisions of this Article XV, unless and until a
Responsible Officer of the Trustee at the Principal Office of the Trustee shall
have received written notice thereof from the Company or a

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holder or holders of Senior Indebtedness or from any trustee therefor; and
before the receipt of any such written notice, the Trustee, subject to the
provisions of Article VI of this Indenture, shall be entitled in all respects to
assume that no such facts exist; provided, however, that if the Trustee shall
not have received the notice provided for in this Section 15.06 at least two
Business Days prior to the date upon which by the terms hereof any money may
become payable for any purpose (including, without limitation, the payment of
the principal of (or premium, if any) or interest on any Debt Security), then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to apply the same to the
purposes for which they were received, and shall not be affected by any notice
to the contrary that may be received by it within two Business Days prior to
such date.

               The Trustee, subject to the provisions of Article VI of this
Indenture, shall be entitled to conclusively rely on the delivery to it of a
written notice by a Person representing himself to be a holder of Senior
Indebtedness of the Company (or a trustee or representative on behalf of such
holder), to establish that such notice has been given by a holder of such Senior
Indebtedness or a trustee or representative on behalf of any such holder or
holders. In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of such
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article XV, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of such Senior
Indebtedness held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article XV, and, if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.

               SECTION 15.07. Rights of the Trustee; Holders of Senior
Indebtedness.

               The Trustee in its individual capacity shall be entitled to all
the rights set forth in this Article XV in respect of any Senior Indebtedness at
any time held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture or any Additional Provisions shall
deprive the Trustee of any of its rights as such holder.

               With respect to the holders of Senior Indebtedness of the
Company, the Trustee undertakes to perform or to observe only such of its
covenants and obligations as are specifically set forth in this Article XV, and
no implied covenants or obligations with respect to the holders of such Senior
Indebtedness shall be read into this Indenture or any Additional Provisions
against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty
to the holders of such Senior Indebtedness and, subject to the provisions of
Article VI of this Indenture, the Trustee shall not be liable to any holder of
such Senior Indebtedness if it shall pay over or deliver to Securityholders, the
Company or any other Person money or assets to which any holder of such Senior
Indebtedness shall be entitled by virtue of this Article XV or otherwise.

               Nothing in this Article XV shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 6.06.

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               SECTION 15.08.  Subordination May Not Be Impaired.

               No right of any present or future holder of any Senior
Indebtedness of the Company to enforce subordination as herein provided shall at
any time in any way be prejudiced or impaired by any act or failure to act on
the part of the Company, or by any act or failure to act, in good faith, by any
such holder, or by any noncompliance by the Company, with the terms, provisions
and covenants of this Indenture, regardless of any knowledge thereof that any
such holder may have or otherwise be charged with.

               Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Indebtedness of the Company may, at any time
and from time to time, without the consent of or notice to the Trustee or the
Securityholders, without incurring responsibility to the Securityholders and
without impairing or releasing the subordination provided in this Article XV or
the obligations hereunder of the holders of the Debt Securities to the holders
of such Senior Indebtedness, do any one or more of the following: (i) change the
manner, place or terms of payment or extend the time of payment of, or renew or
alter, such Senior Indebtedness, or otherwise amend or supplement in any manner
such Senior Indebtedness or any instrument evidencing the same or any agreement
under which such Senior Indebtedness is outstanding; (ii) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing such Senior Indebtedness; (iii) release any Person liable in any manner
for the collection of such Senior Indebtedness; and (iv) exercise or refrain
from exercising any rights against the Company, and any other Person.

               First Union National Bank hereby accepts the trusts in this
Indenture declared and provided, upon the terms and conditions herein above set
forth.














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


                                       PXRE CORPORATION



                                       By: /s/ Gerald L. Radke
                                          --------------------------------
                                          Name:  Gerald L. Radke
                                          Title: President


                                       FIRST UNION NATIONAL BANK, as Trustee



                                       By: /s/ Rick Barnes
                                          --------------------------------
                                          Name:  Rick Barnes
                                          Title: Assistant Vice President




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