<PAGE>

                                                                     EXHIBIT 4.2

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

                             EVEREST RE GROUP, LTD.

                                       to

                              JPMORGAN CHASE BANK,
                                   as Trustee

                                   ----------

                                SENIOR INDENTURE

                       Dated as of _________________, 200_

                                   ----------

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

<PAGE>


                                TABLE OF CONTENTS

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ARTICLE ONE                DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION...............................1

         Section 101.          Definitions.......................................................................1

         Section 102.          Compliance Certificates and Opinions..............................................7

         Section 103.          Form of Documents Delivered to Trustee............................................8

         Section 104.          Acts of Holders; Record Dates.....................................................9

         Section 105.          Notices, etc., to Trustee and Company............................................11

         Section 106.          Notice to Holders; Waiver........................................................11

         Section 107.          Conflict with Trust Indenture Act................................................11

         Section 108.          Effect of Headings and Table of Contents.........................................11

         Section 109.          Successors and Assigns...........................................................12

         Section 110.          Separability Clause..............................................................12

         Section 111.          Benefits of Indenture............................................................12

         Section 112.          Governing Law....................................................................12

         Section 113.          Legal Holidays...................................................................12

         Section 114.          Indenture and Securities Solely Corporate Obligations............................12

         Section 115.          Submission to Jurisdiction.......................................................13

ARTICLE TWO                SECURITY FORMS.......................................................................13

         Section 201.          Forms Generally..................................................................13

         Section 202.          Form of Face of Security.........................................................14

         Section 203.          Form of Reverse of Security......................................................16

         Section 204.          Form of Legend for Global Securities.............................................19

         Section 205.          Form of Trustee's Certificate of Authentication..................................19

ARTICLE THREE              THE SECURITIES.......................................................................21

         Section 301.          Amount Unlimited; Issuable in Series.............................................21

         Section 302.          Denominations....................................................................23

         Section 303.          Execution, Authentication, Delivery and Dating...................................24

         Section 304.          Temporary Securities.............................................................25

         Section 305.          Registration, Registration of Transfer and Exchange..............................25

         Section 306.          Mutilated, Destroyed, Lost and Stolen Securities.................................27
</TABLE>

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

                                       -i-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
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         Section 307.          Payment of Interest; Interest Rights Preserved...................................28

         Section 308.          Persons Deemed Owners............................................................30

         Section 309.          Cancellation.....................................................................30

         Section 310.          Computation of Interest..........................................................30

         Section 311.          CUSIP Numbers....................................................................31

ARTICLE FOUR               SATISFACTION AND DISCHARGE...........................................................31

         Section 401.          Satisfaction and Discharge of Indenture..........................................31

         Section 402.          Application of Trust Money.......................................................32

ARTICLE FIVE               REMEDIES.............................................................................32

         Section 501.          Events of Default................................................................32

         Section 502.          Acceleration of Maturity; Rescission and Annulment...............................34

         Section 503.          Collection of Indebtedness and Suits for Enforcement by Trustee..................35

         Section 504.          Trustee May File Proofs of Claim.................................................36

         Section 505.          Trustee May Enforce Claims Without Possession of Securities......................36

         Section 506.          Application of Money Collected...................................................37

         Section 507.          Limitation on Suits..............................................................37

         Section 508.          Unconditional Right of Holders to Receive Principal, Premium, Interest and
                               Additional Amounts...............................................................38

         Section 509.          Restoration of Rights and Remedies...............................................38

         Section 510.          Rights and Remedies Cumulative...................................................38

         Section 511.          Delay or Omission Not Waiver.....................................................38

         Section 512.          Control by Holders...............................................................38

         Section 513.          Waiver of Past Defaults..........................................................39

         Section 514.          Undertaking for Costs............................................................39

         Section 515.          Waiver of Usury, Stay or Extension Laws..........................................40

ARTICLE SIX                THE TRUSTEE..........................................................................40

         Section 601.          Certain Duties and Responsibilities..............................................40

         Section 602.          Notice of Defaults...............................................................40

         Section 603.          Certain Rights of Trustee........................................................41

         Section 604.          Not Responsible for Recitals or Issuance of Securities...........................42
</TABLE>

                                      -ii-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
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         Section 605.          May Hold Securities..............................................................42

         Section 606.          Money Held in Trust..............................................................42

         Section 607.          Compensation and Reimbursement...................................................42

         Section 608.          Conflicting Interests............................................................43

         Section 609.          Corporate Trustee Required; Eligibility..........................................43

         Section 610.          Resignation and Removal; Appointment of Successor................................44

         Section 611.          Acceptance of Appointment by Successor...........................................45

         Section 612.          Merger, Conversion, Consolidation or Succession to Business......................46

         Section 613.          Preferential Collection of Claims Against Company................................46

         Section 614.          Appointment of Authenticating Agent..............................................46

ARTICLE SEVEN              HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY....................................48

         Section 701.          Company to Furnish Trustee Names and Addresses of Holders........................48

         Section 702.          Preservation of Information; Communications to Holders...........................48

         Section 703.          Reports by Trustee...............................................................49

         Section 704.          Reports by Company...............................................................49

ARTICLE EIGHT              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE.................................49

         Section 801.          Company May Consolidate, Etc., Only on Certain Terms.............................49

         Section 802.          Successor Substituted............................................................50

ARTICLE NINE               SUPPLEMENTAL INDENTURES..............................................................50

         Section 901.          Supplemental Indentures Without Consent of Holders...............................50

         Section 902.          Supplemental Indentures With Consent of Holders..................................52

         Section 903.          Execution of Supplemental Indentures.............................................53

         Section 904.          Effect of Supplemental Indentures................................................53

         Section 905.          Conformity with Trust Indenture Act..............................................53

         Section 906.          Reference in Securities to Supplemental Indentures...............................53

ARTICLE TEN                COVENANTS............................................................................53

         Section 1001.         Payment of Principal, Premium and Interest.......................................53

         Section 1002.         Maintenance of Office or Agency..................................................53

         Section 1003.         Money for Securities Payments to Be Held in Trust................................54
</TABLE>

                                      -iii-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
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         Section 1004.         Statement by Officers as to Default..............................................55

         Section 1005.         Existence........................................................................55

         Section 1006.         Maintenance of Properties........................................................55

         Section 1007.         Payment of Taxes and Other Claims................................................56

         Section 1008.         Original Issue Discount..........................................................56

         Section 1009.         Waiver of Certain Covenants......................................................56

         Section 1010.         Additional Amounts...............................................................56

ARTICLE ELEVEN             REDEMPTION OF SECURITIES.............................................................59

         Section 1101.         Applicability of Article.........................................................59

         Section 1102.         Election to Redeem; Notice to Trustee............................................59

         Section 1103.         Selection by Trustee of Securities to Be Redeemed................................59

         Section 1104.         Notice of Redemption.............................................................60

         Section 1105.         Deposit of Redemption Price......................................................61

         Section 1106.         Securities Payable on Redemption Date............................................61

         Section 1107.         Securities Redeemed in Part......................................................61

ARTICLE TWELVE             SINKING FUNDS........................................................................62

         Section 1201.         Applicability of Article.........................................................62

         Section 1202.         Satisfaction of Sinking Fund Payments with Securities............................62

         Section 1203.         Redemption of Securities for Sinking Fund........................................62

ARTICLE THIRTEEN           DEFEASANCE AND COVENANT DEFEASANCE...................................................64

         Section 1301.         Company's Option to Effect Defeasance or Covenant Defeasance.....................64

         Section 1302.         Defeasance and Discharge.........................................................64

         Section 1303.         Covenant Defeasance..............................................................65

         Section 1304.         Conditions to Defeasance or Covenant Defeasance..................................65

         Section 1305.         Deposited Money and Government Obligations to Be Held in Trust;
                               Miscellaneous Provisions.........................................................67

         Section 1306.         Reinstatement....................................................................67

         Section 1307.         Qualifying Trustee...............................................................67
</TABLE>

                                      -iv-

<PAGE>

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

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

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

                                        v

<PAGE>


         INDENTURE, dated as of [date], 200_, between EVEREST RE GROUP, LTD., a
company formed under the laws of Bermuda (herein called the "Company"), having
its principal office at ABG Financial & Management Services, Inc., c/o Parker
House, Wildey Business Park, Wildey Road, St. Michael, Barbados, and JPMORGAN
CHASE BANK, a New York banking corporation, as Trustee (herein called the
"Trustee").

                             RECITALS OF THE COMPANY

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

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

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

Section 101.      Definitions.

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

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

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

                  (3)      the words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation";

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

                  (5)      whenever the context may require, any gender shall be
deemed to include the others;

<PAGE>

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

                  (7)      the words "hereby", "herein", "hereof" and
"hereunder" and other words of similar import refer to this Indenture as a whole
and not to any particular Article, Section or other subdivision.

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

         "Additional Amounts" has the meaning specified in Section 1010.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

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

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

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

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

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

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

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

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

                                        2

<PAGE>

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

         "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered, which office at the date of execution of this Indenture is located
at 450 West 33rd Street, New York, New York 10001, Attention: Institutional
Trust Services.

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

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

         "Defeasance" has the meaning specified in Section 1302.

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

         "Event of Default", unless otherwise specified with respect to a series
of Securities as contemplated by Section 301, has the meaning specified in
Section 501.

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

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

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

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

                                        3

<PAGE>

depositary receipt from any amount received by the custodian in respect of the
Government Obligation or the specific payment of principal or interest evidenced
by such depositary receipt.

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

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

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

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

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

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

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

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

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

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

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

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

                                        4

<PAGE>

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

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

                  (4)      Securities in substitution for or in lieu of which
other Securities have been authenticated and delivered or that have been paid
pursuant to Section 307, unless proof satisfactory to the Trustee is presented
that any such Securities are held by Holders in whose hands such Securities are
valid, binding and legal obligations of the Company; and

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

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, (A) the principal amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount of
the principal thereof which would be due and payable as of such date upon
acceleration of the Maturity thereof to such date pursuant to Section 502, (B)
if, as of such date, the principal amount payable at the Stated Maturity of a
Security is not determinable, the principal amount of such Security which shall
be deemed to be Outstanding shall be the amount as specified or determined as
contemplated by Section 301, (C) the principal amount of a Security denominated
in one or more foreign currencies or currency units which shall be deemed to be
Outstanding shall be the U.S. dollar equivalent, determined as of such date in
the manner provided as contemplated by Section 301, of the principal amount of
such Security (or, in the case of a Security described in Clause (A) or (B)
above, of the amount determined as provided in such Clause), and (D) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent, waiver or other action, only Securities which a Responsible
Officer of the Trustee assigned to its Corporate Trust Office knows to be so
owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor. Upon the
written request of the Trustee, the Company shall furnish to the Trustee
promptly an Officers' Certificate listing and identifying all Securities, if
any, known by the Company to be owned or held by or for the account of the
Company, or any other obligor on the Securities or any Affiliate of the Company
or such obligor, and subject to the provisions of Section 601, the Trustee shall
be entitled to accept such Officers' Certificate as conclusive evidence of the
facts therein set forth and of the fact that all Securities not listed therein
are Outstanding for the purpose of any such determination.

                                        5

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                                        6

<PAGE>

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

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

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

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

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

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

Section 102.      Compliance Certificates and Opinions.

         Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee an Officers' Certificate stating that all conditions precedent
(including covenants compliance with which constitutes a condition 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 (including covenants compliance with which
constitutes a condition precedent), if any, have been complied with, except that
in the case of any such application or request as to which the furnishing of
such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than the
certificates provided pursuant to Section 1004) shall include:

                                        7

<PAGE>

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

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

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

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

Section 103.      Form of Documents Delivered to Trustee.

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

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

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

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

                                        8

<PAGE>

Section 104.      Acts of Holders; Record Dates.

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

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

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

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

         The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series; provided, however,
that the Company may not set a record date for, and the provisions of this
paragraph shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided, however, that no such action
shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Company from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by

                                        9

<PAGE>

Holders of the requisite principal amount of Outstanding Securities of the
relevant series on the date such action is taken. Promptly after any record date
is set pursuant to this paragraph, the Company, at its own expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Trustee in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 106.

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

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

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

                                       10

<PAGE>

Section 105.      Notices, etc., to Trustee and Company.

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

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

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

Section 106.      Notice to Holders; Waiver.

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

         In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

Section 107.      Conflict with Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act which is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
which may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.

Section 108.      Effect of Headings and Table of Contents.

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

                                       11

<PAGE>

Section 109.      Successors and Assigns.

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

Section 110.      Separability Clause.

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

Section 111.      Benefits of Indenture.

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

Section 112.      Governing Law.

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

Section 113.      Legal Holidays.

         If any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of any Security which specifically states that such
provision shall apply in lieu of this Section)) payment of interest or principal
(and premium, if any) or other amounts in respect of such Security need not be
made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment (and no interest shall accrue
in respect of the amounts whose payment is so delayed for the period from and
after such Interest Payment Date, Redemption Date or Stated Maturity, as the
case may be, until such next succeeding Business Day) except that, if such
Business Day falls in the next succeeding calendar year, such payment shall be
made on the immediately preceding Business Day (in each case with the same force
and effect as if made on the Interest Payment Date or Redemption Date or at the
Stated Maturity).

Section 114.      Indenture and Securities Solely Corporate Obligations.

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

                                       12

<PAGE>

such liability is hereby expressly waived and released as a condition of, and as
consideration for, the execution of this Indenture and the issue of the
Securities.

Section 115.      Submission to Jurisdiction.

         The Company agrees that any judicial proceedings instituted in relation
to any matter arising under this Indenture or the Securities may be brought in
any United States Federal or New York State court sitting in the Borough of
Manhattan, The City of New York, New York to the extent that such court has
subject matter jurisdiction over the controversy, and, by execution and delivery
of this Indenture, the Company hereby irrevocably accepts, generally and
unconditionally, the jurisdiction of the aforesaid courts, acknowledges their
competence and irrevocably agrees to be bound by any judgment rendered in such
proceeding. The Company also irrevocably and unconditionally waives for the
benefit of the Trustee and the Holders of the Securities any immunity from
jurisdiction and any immunity from legal process (whether through services of
notice, attachment prior to judgment, attachment in the aid of execution,
execution or otherwise) in respect of this Indenture. The Company hereby
irrevocably designates and appoints for the benefit of the Trustee and the
Holders of the Securities for the term of this Indenture, CT Corporation, 111
8th Avenue, New York, New York 10011, as its agent to receive on its behalf
service of all process (with a copy of all such service of process to be
delivered to Everest Re Group, Ltd., c/o ABG Financial & Management Services,
Inc., c/o Parker House, Wildey Business Park, Wildey Road, St. Michael,
Barbados, Attention: General Counsel) brought against it with respect to any
such proceeding in any such court in The City of New York, such service being
hereby acknowledged by the Company to be effective and binding service on it in
every respect whether or not the Company shall then be doing, or shall have at
any time done, business in New York. Such appointment shall be irrevocable so
long as any of the Securities or the obligations of the Company hereunder remain
outstanding until the appointment of a successor by the Company and such
successor's acceptance of such appointment. Upon such acceptance, the Company
shall notify the Trustee of the name and address of such successor. The Company
further agrees for the benefit of the Trustee and the Holders of the Securities
to take any and all action, including the execution and filing of any and all
such documents and instruments, as may be necessary to continue such designation
and appointment of said CT Corporation in full force and effect so long as any
of the Securities or the obligations of the Company hereunder shall be
outstanding. The Trustee shall not be obligated, and shall have no
responsibility, with respect to any failure by the Company to take any such
action. Nothing herein shall affect the right of the Trustee or any Holder to
institute proceedings against the Company in the courts of any other
jurisdiction or jurisdictions.

                                   ARTICLE TWO

                                 SECURITY FORMS

Section 201.      Forms Generally.

         The Securities of each series shall be in substantially the form set
forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have

                                       13

<PAGE>

such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or Depositary therefor or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution thereof. If the form of Securities of any series is established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 for the authentication and delivery of such
Securities.

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

Section 202.      Form of Face of Security.

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

                             EVEREST RE GROUP, LTD.

                  ____________________________________________.

No. ______                                                             $________

         EVEREST RE GROUP, LTD., a company formed under the laws of Bermuda
(herein called the "Company", which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to ______________________, or registered assigns, the principal sum of
______________ Dollars on ______________________ [if the Security is to bear
interest prior to Maturity, insert -- , and to pay interest thereon from
________ or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually on ________ and ________ in each
year, commencing ______________________, at the rate of _____% per annum, until
the principal hereof is paid or made available for payment [if applicable,
insert -- ; provided, however, that any principal and premium, and Additional
Amounts, and any such installment of interest, which is overdue shall bear
interest at the rate of ____% per annum (to the extent that the payment of such
interest shall be legally enforceable), from the dates such amounts are due
until they are paid or made available for payment, and such interest shall be
payable on demand]. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the _______ or _______ (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any

                                       14

<PAGE>

time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture].

[If the Security is not to bear interest prior to Maturity, insert -- The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium or
Additional Amounts shall bear interest at the rate of ___% per annum (to the
extent that the payment of such interest shall be legally enforceable), from the
dates such amounts are due until they are paid or made available for payment.
Interest on any overdue principal, premium or Additional Amounts shall be
payable on demand. [Any such interest on overdue principal, premium or
Additional Amounts which is not paid on demand shall bear interest at the rate
of ___% per annum (to the extent that the payment of such interest on interest
shall be legally enforceable), from the date of such demand until the amount so
demanded is paid or made available for payment. Interest on any overdue interest
shall be payable on demand.]]

         Payment of the principal of and any premium and interest on or any
Additional Amounts with respect to this Security will be made at the Place of
Payment, in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts [if
applicable, insert -- ; provided, however, that at the option of the Company
payment of any premium and interest on or any Additional Amounts with respect to
this security may be made (1) by check mailed to the address of the Person
entitled thereto as such address appears in the Security Register or (ii) by
wire transfer in immediately available funds at such place and to such account
at a banking institution in the United States as may be designated by the Person
entitled thereto as specified in the Securities Register; provided that the
Paying Agent shall have received satisfactory wire transfer instructions at
least 16 days prior to the applicable payment date].

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

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

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

Dated:

                                        EVEREST RE GROUP, LTD.

                                        By
                                          -------------------------------------

Attest:

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

                                       15

<PAGE>

Section 203.      Form of Reverse of Security.

         This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of _________ __, 200_ (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and JPMorgan Chase Bank, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof [if applicable,
insert --, limited in aggregate principal amount to $__________].

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

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

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

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

                                       16

<PAGE>

                       Redemption Price
                        For Redemption                     Redemption Price For
                       Through Operation                   Redemption Otherwise
                            of the                        Than Through Operation
Year                     Sinking Fund                      of the Sinking Fund
----                   -----------------                  ----------------------

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

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

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

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

         [If the Security is subject to redemption of any kind, insert -- In the
event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.]

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

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

                                       17

<PAGE>

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

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

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

         As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than a majority in principal
amount of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable indemnity, and the
Trustee shall not have received from the Holders of a majority in principal
amount of Securities of this series at the time Outstanding a direction
inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.

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

                                       18

<PAGE>

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

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

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

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

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

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

Section 204.      Form of Legend for Global Securities.

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

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

Section 205.      Form of Trustee's Certificate of Authentication.

         The Trustee's certificates of authentication shall be in substantially
the following form:

                                       19

<PAGE>

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

                                               JPMorgan Chase Bank,
                                               As Trustee

                                               By:
                                                  ------------------------------
                                                        Authorized Officer

                                  ARTICLE THREE

                                 THE SECURITIES

Section 301.      Amount Unlimited; Issuable in Series.

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

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

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

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

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

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

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

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

                                       20

<PAGE>

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

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

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

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

                  (11)     if other than the currency of the United States of
America, the currency, currencies or currency units in which the principal of or
any premium or interest on or any Additional Amounts with respect to any
Securities of the series shall be payable and the manner of determining the
equivalent thereof in the currency of the United States of America for any
purpose, including for purposes of the definition of "Outstanding" in Section
101;

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

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

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

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

                                       21

<PAGE>

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

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

                  (18)     any addition to, deletion from or change in the
Events of Default which applies to any Securities of the series and any change
in the right of the Trustee or the requisite Holders of such Securities to
declare the principal amount thereof due and payable pursuant to Section 502;

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

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

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

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

         All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and (subject to Section 303) set
forth, or determined in the manner provided, in the Officers' Certificate
referred to above or in any such indenture supplemental hereto.

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

Section 302.      Denominations.

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

                                       22

<PAGE>

Securities of such series shall be issuable in denominations of $1,000 and any
integral multiple thereof.

Section 303.      Execution, Authentication, Delivery and Dating.

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

         Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

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

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

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

                  (3)      that such Securities, when authenticated and
delivered by the Trustee and issued by the Company in the manner and subject to
any conditions specified in such Opinion of Counsel, will constitute valid and
legally binding obligations of the Company enforceable in accordance with their
terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles.

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

         Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Company

                                       23

<PAGE>

Order and Opinion of Counsel otherwise required pursuant to such preceding
paragraph at or prior to the authentication of each Security of such series if
such documents are delivered at or prior to the authentication upon original
issuance of the first Security of such series to be issued.

         Each Security shall be dated the date of its authentication.

         No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature of an authorized officer, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder. Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 309, for all purposes of this Indenture such Security shall
be deemed never to have been authenticated and delivered hereunder and shall
never be entitled to the benefits of this Indenture.

Section 304.      Temporary Securities.

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

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

Section 305.      Registration, Registration of Transfer and Exchange.

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

                                       24

<PAGE>

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

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

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

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

         No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

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

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

         Notwithstanding any other provision in this Indenture, no Global
Security may be exchanged in whole or in part for Securities registered, and no
transfer of a Global Security in whole or in part may be registered, in the name
of any Person other than the Depositary for such Global Security or a nominee
thereof unless (i) such Depositary advises the Trustee and the Company in
writing that such Depositary is no longer willing or able to properly discharge
its responsibilities as Depositary with respect to such Global Security, and no
qualified successor is

                                       25

<PAGE>

appointed by the Company within 90 days of receipt by the Company of such
notice, (ii) such Depositary has ceased to be a clearing agency registered under
the Exchange Act and no qualified successor is appointed by the Company within
90 days after such termination, (iii) the Company executes and delivers to the
Trustee a Company Order stating that the Company elects to terminate the
book-entry system through the Depositary, or (iv) there shall have occurred and
be continuing an Event of Default with respect to such Global Security.

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

         Every Security authenticated and delivered upon registration of
transfer of, or in exchange for or in lieu of, a Global Security or any portion
thereof, whether pursuant to this Article Three, Section 906 or 1107 or
otherwise, shall be authenticated and delivered in the form of, and shall be, a
Global Security, unless such Security is registered in the name of a Person
other than the Depositary for such Global Security or a nominee thereof.

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

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

                                       26

<PAGE>

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

         If any mutilated Security is surrendered to the Trustee together with
such security or indemnity as may be required by the Company or the Trustee to
save each of them harmless, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same series
and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

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

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

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

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

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

Section 307.      Payment of Interest; Interest Rights Preserved.

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

                                       27

<PAGE>

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

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

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

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

         Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall

                                       28

<PAGE>

carry the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Security.

Section 308.      Persons Deemed Owners.

         The Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name any Security is registered as the owner of
such Security for the purpose of receiving payment of principal of and any
premium and (subject to Section 307) any interest on and any Additional Amounts
with respect to such Security and for all other purposes whatsoever, whether or
not such Security be overdue, and neither the Company, the Trustee nor any agent
of the Company or the Trustee shall be affected by notice to the contrary.

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

Section 309.      Cancellation.

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

Section 310.      Computation of Interest.

         Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months and the actual
number of days elapsed in any partial month in an interest period, and interest
on the Securities of each series for a full interest period shall be computed by

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<PAGE>

dividing the rate per annum thereon by the number of interest periods that
together constitute a full twelve months.

Section 311.      CUSIP Numbers.

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

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

Section 401.      Satisfaction and Discharge of Indenture.

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

         (1)      either

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

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

                      (i)      have become due and payable, or

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

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

                  and the Company, in the case of subclause (B)(i), (ii) or
(iii) above, has deposited or caused to be deposited with the Trustee as trust
funds in trust for such purpose (x) an amount in the currency or currencies in
which the Securities of each series are payable, (y) Government

                                       30

<PAGE>

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

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

         (3)      the Company has delivered to the Trustee an Officers'
    Certificate and an Opinion of Counsel, each stating that all conditions
    precedent herein provided for relating to the satisfaction and discharge of
    this Indenture have been complied with.

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

         If, subsequent to the date a discharge or Defeasance is effected
pursuant to this Section 401 or Section 1302, Additional Amounts (in excess of
that established as of the date such discharge or Defeasance is effected) become
payable in respect of the Securities or series of Securities discharged or
Defeased, in order to preserve the benefits of the discharge or Defeasance
established hereunder, the Company shall irrevocably deposit or cause to be
irrevocably deposited in accordance with the provisions of this Section 401 or
Section 1304, within ten Business Days prior to the date the first payment in
respect of any portion of such excess Additional Amounts becomes due, such
additional funds as are necessary to satisfy the provisions of this Section 401
or Section 1304 as if a discharge or Defeasance were being effected as of the
date of such subsequent deposit. Failure to comply with the requirements of this
paragraph shall result in the termination of the benefits of the discharge or
Defeasance established by this Section 401 or Section 1302.

Section 402.      Application of Trust Money.

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

                                       31

<PAGE>

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

                                  ARTICLE FIVE

                                    REMEDIES

Section 501.      Events of Default.

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

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

                  (2)      default in the payment of any interest upon any
Security of that series, or any Additional Amounts with respect thereto, when it
becomes due and payable, and continuance of such default for a period of 30
days; provided, however, that if the Company is permitted by the terms of the
Securities of such series to defer the payment in question, the date on which
such payment is due and payable shall be the date on which the Company is
required to make payment following such deferral, if such deferral has been
elected pursuant to the terms of the Securities of such series; or

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

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

                                       32

<PAGE>

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

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

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

Section 502.      Acceleration of Maturity; Rescission and Annulment.

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

         At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in

                                       33

<PAGE>

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

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

                  (A)      all overdue interest on all Securities of that series
            and any Additional Amounts with respect thereto,

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

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

                  (D)      to the extent that payment of such interest is
            lawful, interest upon overdue interest at the rate or rates
            prescribed therefor in such Securities and Additional Amounts with
            respect thereto, and

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

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

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

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

         The Company covenants that if

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

                  (2)      default is made in the payment of the principal of or
any premium on any Security at the Maturity thereof or any Additional Amounts
with respect thereto, or

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

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any

                                       34

<PAGE>

premium, interest and Additional Amounts and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal,
premium and Additional Amounts and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

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

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

Section 504.      Trustee May File Proofs of Claim.

         In case of any judicial proceeding relative to the Company (or any
other obligor upon the Securities), its property or its creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 607.

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

                                       35

<PAGE>

Section 505.      Trustee May Enforce Claims Without Possession of Securities.

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

Section 506.      Application of Money Collected.

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

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

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

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

Section 507.      Limitation on Suits.

         Subject to Section 508, no Holder of any Security of any series shall
have any right to institute any proceeding, judicial or otherwise, with respect
to this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless

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

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

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

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

                                       36

<PAGE>

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

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

Section 508.      Unconditional Right of Holders to Receive Principal, Premium,
                  Interest and Additional Amounts.

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

Section 509.      Restoration of Rights and Remedies.

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

Section 510.      Rights and Remedies Cumulative.

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

Section 511.      Delay or Omission Not Waiver.

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

                                       37

<PAGE>

time to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.

Section 512.      Control by Holders.

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

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

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

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

Section 513.      Waiver of Past Defaults.

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

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

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

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

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

                                       38

<PAGE>

Section 514.      Undertaking for Costs.

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

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

         The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any usury, stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                   ARTICLE SIX

                                   THE TRUSTEE

Section 601.      Certain Duties and Responsibilities.

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

Section 602.      Notice of Defaults.

         If a default occurs hereunder with respect to Securities of any series,
the Trustee shall give the Holders of Securities of such series notice of such
default if known to the Trustee within 90 days after it occurs unless such
default shall have been cured or waived; provided, however,

                                       39

<PAGE>

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

Section 603.      Certain Rights of Trustee.

         Subject to the provisions of Section 601:

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

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

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

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

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

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

                                       40

<PAGE>

make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or attorney;

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

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

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

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

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

Section 604.      Not Responsible for Recitals or Issuance of Securities.

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

Section 605.      May Hold Securities.

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

Section 606.      Money Held in Trust.

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

                                       41

<PAGE>

Section 607.      Compensation and Reimbursement.

         The Company agrees

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

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

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

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

         Without limiting any rights available to the Trustee under applicable
law, when the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 501(5) or Section 501(6), the expenses
(including the reasonable charges and expenses of its agents and counsel) and
the compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or
other similar law.

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

Section 608.      Conflicting Interests.

         The Trustee for the Securities of any series issued hereunder shall be
subject to the provisions of Section 310(b) of the Trust Indenture Act. Nothing
herein shall prevent the Trustee from filing with the Commission the application
referred to in the second to last paragraph of said Section 310(b).

                                       42

<PAGE>

Section 609.      Corporate Trustee Required; Eligibility.

         There shall at all times be one (and only one) Trustee hereunder with
respect to the Securities of each series, which may be Trustee hereunder for
Securities of one or more other series. Each Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least $50,000,000. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this Section
and to the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee with respect to the Securities of any series shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article. Neither the Company nor any Person directly or indirectly controlling,
controlled by or under common control with the Company shall serve as Trustee
for the Securities of any series issued hereunder.

Section 610.      Resignation and Removal; Appointment of Successor.

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

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

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

         If at any time:

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

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

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

                                       43

<PAGE>

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

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

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

Section 611.      Acceptance of Appointment by Successor.

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

         In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee

                                       44

<PAGE>

with respect to the Securities of one or more series shall execute and deliver
an indenture supplemental hereto wherein each successor Trustee shall accept
such appointment and which (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee is
not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall, upon payment
of its charges, duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates.

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

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

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

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

                                       45

<PAGE>

authentication shall have the full force which it is provided anywhere in the
Securities or in this Indenture that the certificate of the Trustee shall have.

Section 613.      Preferential Collection of Claims Against Company.

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

Section 614.      Appointment of Authenticating Agent.

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

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

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

                                       46

<PAGE>

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

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

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

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

                                                 JPMorgan Chase Bank,
                                                 As Trustee

                                                 By                            ,
                                                    ---------------------------
                                                      As Authenticating Agent

                                                 By:                           ,
                                                    ---------------------------
                                                         Authorized Officer

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

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

         (1)      semi-annually, on or before June 30 and December 31 of each
    year, a list, in such form as the Trustee may reasonably require, of the
    names and addresses of the Holders of Securities of each series as of a date
    not more than 15 days prior to the delivery thereof; and

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

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

                                       47

<PAGE>

Section 702.      Preservation of Information; Communications to Holders.

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

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

         Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

Section 703.      Reports by Trustee.

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

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

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

Section 704.      Reports by Company.

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

                                       48

<PAGE>

                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 801.      Company May Consolidate, Etc., Only on Certain Terms.

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

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

         (2)      immediately after giving effect to such transaction, no Event
    of Default, and no event which, after notice or lapse of time or both, would
    become an Event of Default, shall have happened and be continuing; and

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

Section 802.      Successor Substituted.

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

                                       49

<PAGE>

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

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

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

Section 901.      Supplemental Indentures Without Consent of Holders.

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

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

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

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

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

         (5)      to add to, change or eliminate any of the provisions of this
    Indenture in respect of one or more series of Securities; provided, however,
    that any such addition, change or elimination (A) shall become effective
    only when there is no such Security

                                       50

<PAGE>

    Outstanding of any series created prior to the execution of such
    supplemental indenture that is entitled to the benefit of such provision or
    (B) not apply to any Outstanding Securities; or

         (6)      to secure the Securities; or

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

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

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

Section 902.      Supplemental Indentures With Consent of Holders.

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

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

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

                                       51

<PAGE>

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

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

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

Section 903.      Execution of Supplemental Indentures.

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and shall be fully protected in relying upon, an Officers' Certificate and an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

Section 904.      Effect of Supplemental Indentures.

         Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

Section 905.      Conformity with Trust Indenture Act.

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

Section 906.      Reference in Securities to Supplemental Indentures.

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

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<PAGE>

and executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.

                                   ARTICLE TEN

                                    COVENANTS

Section 1001.     Payment of Principal, Premium and Interest.

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

Section 1002.     Maintenance of Office or Agency.

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

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

Section 1003.     Money for Securities Payments to Be Held in Trust.

         If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of or any premium or interest on or any Additional Amounts with
respect to any of the Securities of that series, segregate and hold in trust for
the benefit of the Persons entitled thereto a sum sufficient to pay the
principal and any premium, interest and Additional Amounts so becoming due until
such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its action or failure so to
act.

         Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, prior to 10:00 a.m., New York City time, on each
due date of the principal of

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<PAGE>

or any premium or interest on or any Additional Amounts with respect to any
Securities of that series, deposit with a Paying Agent a sum sufficient to pay
such amount, such sum to be held as provided by the Trust Indenture Act, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act.

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

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

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

Section 1004.     Statement by Officers as to Default.

         The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof, an Officers'
Certificate covering the preceding fiscal year, stating whether or not to the
knowledge of the signers thereof the Company is in default in the performance
and observance of any of the terms, provisions and conditions of this

                                       54

<PAGE>

Indenture (without regard to any period of grace or requirement of notice
provided hereunder) and, if the Company shall be in default, specifying all such
defaults and the nature and status thereof of which they may have knowledge.

Section 1005.     Existence.

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

Section 1006.     Maintenance of Properties.

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

Section 1007.     Payment of Taxes and Other Claims.

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

Section 1008.     Original Issue Discount.

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

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<PAGE>

Section 1009.     Waiver of Certain Covenants.

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

Section 1010.     Additional Amounts.

         (1)      All payments of principal of and any premium, interest and
    other amounts on or in respect of the Securities of any series shall be made
    without withholding or deduction at source for, or on account of, any
    present or future taxes, fees, duties, assessments or governmental charges
    of whatever nature imposed or levied by or on behalf of Bermuda or any other
    jurisdiction in which the Company is organized or resident for tax purposes
    (each, a "taxing jurisdiction") or any political subdivision or taxing
    authority thereof or therein, unless such taxes, fees, duties, assessments
    or governmental charges are required to be withheld or deducted by (i) the
    laws (or any regulations or rulings promulgated thereunder) of a taxing
    jurisdiction or any political subdivision or taxing authority thereof or
    therein or (ii) an official position regarding the application,
    administration, interpretation or enforcement of any such laws, regulations
    or rulings (including a holding by a court of competent jurisdiction or by a
    taxing authority in a taxing jurisdiction or any political subdivision
    thereof). If any withholding or deduction at source is required, the Company
    shall, subject to the limitations and exceptions set forth below, pay to the
    Holder of any such Security such additional amounts as may be necessary so
    that every net payment of principal, premium, interest or other amount made
    to such Holder, after such withholding or deduction, shall not be less than
    the amount provided for in such Security and this Indenture to be then due
    and payable (the "Additional Amounts"); provided, however, that the Company
    shall not be required to make payment of such Additional Amounts for or on
    account of:

                  (A)      any tax, fee, duty, assessment or governmental charge
            of whatever nature that would not have been imposed but for the fact
            that such Holder or the beneficial owner of such Security: (a) was a
            resident, domiciliary or national of, or engaged in business or
            maintained a permanent establishment or was physically present in,
            the relevant taxing jurisdiction or any political subdivision
            thereof or therein or otherwise had some connection with the
            relevant taxing jurisdiction or any political subdivision thereof or
            therein other than by reason of the mere ownership of, or receipt of
            payment under, such Security; (b) presented such Security for
            payment in the relevant taxing jurisdiction or any political
            subdivision thereof or therein, unless such Security could not have
            been presented

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<PAGE>

            for payment elsewhere; or (c) presented such Security more than 30
            days after the date on which the payment in respect of such Security
            first became due and payable except to the extent that the Holder or
            beneficial owner would have been entitled to such Additional Amounts
            if it had presented such Security for payment on any day within such
            period of 30 days;

                  (B)      any estate, inheritance, gift, sale, transfer,
            personal property or similar tax, fee, duty, assessment or other
            governmental charge; or

                  (C)      any tax, fee, duty, assessment or other governmental
            charge that is imposed or withheld by reason of the failure by the
            Holder or the beneficial owner of such Security to comply, within 90
            days, with any reasonable request by the Company addressed to the
            Holder or such beneficial owner (a) to provide information
            concerning the nationality, residence or identity of the Holder or
            such beneficial owner or (b) to make any declaration or other
            similar claim or satisfy any information or reporting requirement,
            which, in the case of (a) or (b), is required or imposed by statute,
            treaty, regulation or administrative practice of the relevant taxing
            jurisdiction or any political subdivision thereof or therein as a
            precondition to exemption from all or part of such tax, fee, duty,
            assessment or other governmental charge;

    nor shall Additional Amounts be paid with respect to any payment of the
    principal of, or any premium, interest or other amounts on, any such
    Security to any Holder where the beneficial owner of such Security is a
    fiduciary or partnership to the extent such payment would be required by the
    laws of the relevant taxing jurisdiction (or any political subdivision or
    relevant taxing authority thereof or therein) to be included in the income
    for tax purposes of a beneficiary with respect to such fiduciary or a
    partner of such partnership that would not have been entitled to such
    Additional Amounts had it been the Holder of the Security.

         (2)      Whenever in this Indenture there is mentioned, in any context,
    the payment of the principal of or any premium, interest or other amounts on
    or in respect of any Security of any series, such mention shall be deemed to
    include mention of the payment of Additional Amounts provided by the terms
    of such series established hereby or pursuant hereto to the extent that, in
    such context, Additional Amounts are, were or would be payable in respect
    thereof pursuant to such terms, and express mention of the payment of
    Additional Amounts (if applicable) in any provision hereof shall not be
    construed as excluding the payment of Additional Amounts in those provisions
    hereof where such express mention is not made.

                  (3)      Except as otherwise provided in or pursuant to this
    Indenture or the Securities of the applicable series, at least 10 days prior
    to the first Interest Payment Date with respect to a series of Securities
    (or if the Securities of such series shall not bear interest prior to
    Maturity, the first day on which a payment of principal is made), and at
    least 10 days prior to each date of payment of principal or interest if
    there has been any change with respect to the matters set forth in the
    below-mentioned Officers' Certificate, the Company shall furnish to the
    Trustee and the principal Paying Agent or Paying Agents, if

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<PAGE>

    other than the Trustee, an Officers' Certificate instructing the Trustee and
    such Paying Agent or Paying Agents whether such payment of principal of and
    any premium, interest or other amounts on the Securities of such series
    shall be made to Holders of Securities of such series without withholding
    for or on account of any tax, fee, duty, assessment or other governmental
    charge described in this Section. If any such withholding shall be required,
    then such Officers' Certificate shall specify by jurisdiction in which
    Holders of Securities are resident for tax purposes the amount, if any,
    required to be withheld on such payments to such Holders of Securities, and
    the Company agrees to pay to the Trustee or such Paying Agent the Additional
    Amounts required by this Section. The Company covenants to indemnify the
    Trustee and any Paying Agent for, and to hold them harmless against, any
    loss, liability or expense reasonably incurred without negligence or bad
    faith on their part arising out of or in connection with actions taken or
    omitted by any of them in reliance on any Officers' Certificate furnished
    pursuant to this Section.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

Section 1101.     Applicability of Article.

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

Section 1102.     Election to Redeem; Notice to Trustee.

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

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

         If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the

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<PAGE>

selection for redemption of a portion of the principal amount of any Security of
such series; provided, however, that the unredeemed portion of the principal
amount of any Security shall be in an authorized denomination (which shall not
be less than the minimum authorized denomination) for such Security.

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

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

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

Section 1104.     Notice of Redemption.

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

         All notices of redemption shall state:

                  (1)      the Redemption Date,

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

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

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

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<PAGE>

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

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

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

         Unless otherwise specified with respect to any Securities in accordance
with Section 301, with respect to any redemption of Securities at the election
of the Company, unless, upon the giving of notice of such redemption, Defeasance
shall have been effected with respect to such Securities pursuant to Section
1302, such notice may state that such redemption shall be conditional upon the
receipt by the Trustee or the Paying Agent for such Securities, on or prior to
the date fixed for such redemption, of money sufficient to pay the principal of
and any premium and interest on and Additional Amounts with respect to such
Securities and that if such money shall not have been so received such notice
shall be of no force or effect and the Company shall not be required to redeem
such Securities. In the event that such notice of redemption contains such a
condition and such money is not so received, the redemption shall not be made
and within a reasonable time thereafter notice shall be given, in the same
manner in which the notice of redemption was given, that such money was not so
received and such redemption was not required to be made, and the Trustee or
Paying Agent for the Securities otherwise to have been redeemed shall promptly
return to the Holders thereof any of such Securities that had been surrendered
for payment upon such redemption.

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

Section 1105.     Deposit of Redemption Price.

         Prior to 10:00 a.m., New York City time, on any Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities which are to be redeemed on that date.

Section 1106.     Securities Payable on Redemption Date.

         Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, subject to the third paragraph of Section
1104, and from and after such date (unless the Company shall default in the
payment of the Redemption Price and accrued interest) such Securities shall
cease to bear interest. Upon surrender of any such Security for redemption in
accordance with said notice, such Security shall be paid by the Company at the
Redemption

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<PAGE>

Price, together with accrued interest to the Redemption Date; provided, however,
that, unless otherwise specified as contemplated by Section 301, installments of
interest whose Stated Maturity is on or prior to the Redemption Date will be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.

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

Section 1107.     Securities Redeemed in Part.

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

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

                                 ARTICLE TWELVE

                                  SINKING FUNDS

Section 1201.     Applicability of Article.

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

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

Section 1202.     Satisfaction of Sinking Fund Payments with Securities.

         In lieu of making all or any part of a mandatory sinking fund payment
with respect to any Securities of a series in cash, the Company may at its
option, at any time no more than 16 months and no less than 45 days prior to the
date on which such sinking fund payment is due, deliver to the Trustee
Securities of such series theretofore purchased or otherwise acquired by the

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<PAGE>

Company, except Securities of such series that have been redeemed through the
application of mandatory or optional sinking fund payments pursuant to the terms
of the Securities of such series, accompanied by a Company Order instructing the
Trustee to credit such obligations and stating that the Securities of such
series were originally issued by the Company by way of bona fide sale or other
negotiation for value; provided, however, that the Securities to be so credited
have not been previously so credited. The Securities to be so credited shall be
received and credited for such purpose by the Trustee at the Redemption Price
for such Securities, as specified in the Securities so to be redeemed, for
redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly.

Section 1203.     Redemption of Securities for Sinking Fund.

         Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
such Securities pursuant to the terms of such Securities, the portion thereof,
if any, which is to be satisfied by payment of cash in the currency in which the
Securities of such series are payable (except as provided pursuant to Section
301) and the portion thereof, if any, that is to be satisfied by delivering and
crediting Securities pursuant to Section 1202 and stating the basis for such
credit and that such Securities have not been previously so credited, and will
also deliver to the Trustee any Securities to be so delivered. Such Officers'
Certificate shall be irrevocable and upon its delivery the Company shall be
obligated to make the cash payment or payments therein referred to, if any, on
or before the succeeding sinking fund payment date. In the case of the failure
of the Company to deliver such Officers' Certificate (or, as required by this
Indenture, the Securities specified in such Officers' Certificate) by the due
date therefor, the sinking fund payment due on the succeeding sinking fund
payment date for such series shall be paid entirely in cash and shall be
sufficient to redeem the principal amount of the Securities of such series
subject to a mandatory sinking fund payment without the right to deliver or
credit securities as provided in Section 1202 and without the right to make the
optional sinking fund payment with respect to such series at such time.

         Any sinking fund payment or payments (mandatory or optional) made in
cash plus any unused balance of any preceding sinking fund payments made with
respect to the Securities of any particular series shall be applied by the
Trustee (or by the Company if the Company is acting as its own Paying Agent) on
the sinking fund payment date on which such payment is made (or, if such payment
is made before a sinking fund payment date, on the sinking fund payment date
immediately following the date of such payment) to the redemption of Securities
of such series at the Redemption Price specified in such Securities with respect
to the sinking fund. Any sinking fund moneys not so applied or allocated by the
Trustee (or, if the Company is acting as its own Paying Agent, segregated and
held in trust by the Company as provided in Section 1003) for such series and
together with such payment (or such amount so segregated) shall be applied in
accordance with the provisions of this Section 1203. Any and all sinking fund
moneys with respect to the Securities of any particular series held by the
Trustee (or if the Company is acting as its own Paying Agent, segregated and
held in trust as provided in Section 1003) on the last sinking fund payment date
with respect to Securities of such series and not held for the payment or
redemption of particular Securities of such series shall be applied by the
Trustee (or by the Company if the Company is acting as its own Paying Agent),
together with other moneys, if necessary, to be deposited (or segregated)
sufficient for the purpose, to the payment of the

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

         Neither the Trustee nor the Company shall redeem any Securities of a
series with sinking fund moneys or mail any notice of redemption of Securities
of such series by operation of the sinking fund for such series during the
continuance of a default in payment of interest, if any, on any Securities of
such series or of any Event of Default (other than an Event of Default occurring
as a consequence of this paragraph) with respect to the Securities of such
series, except that if the notice of redemption shall have been provided in
accordance with the provisions hereof, the Trustee (or the Company, if the
Company is then acting as its own Paying Agent) shall redeem such Securities if
cash sufficient for that purpose shall be deposited with the Trustee (or
segregated by the Company) for that purpose in accordance with the terms of this
Article Twelve. Except as aforesaid, any moneys in the sinking fund for such
series at the time when any such default or Event of Default shall occur and any
moneys thereafter paid into such sinking fund shall, during the continuance of
such default or Event of Default, be held as security for the payment of the
Securities of such series; provided, however, that in case such default or Event
of Default shall have been cured or waived herein, such moneys shall thereafter
be applied on the next sinking fund payment date for the Securities of such
series on which such moneys may be applied pursuant to the provisions of this
Section 1203.

                                ARTICLE THIRTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

Section 1301.     Company's Option to Effect Defeasance or Covenant Defeasance.

         The Company may elect, at its option at any time, to have Section 1302
or Section 1303 applied to any Securities or any series of Securities, as the
case may be, designated pursuant to Section 301 as being defeasible pursuant to
such Section 1302 or 1303, in accordance with any applicable requirements
provided pursuant to Section 301 and upon compliance with the conditions set
forth below in this Article. Any such election shall be evidenced by a Board
Resolution.

Section 1302.     Defeasance and Discharge.

         Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, the
Company shall be deemed to have

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

Section 1303.     Covenant Defeasance.

         Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, (1)
the Company shall be released from its obligations under Section 801 and any
covenants provided pursuant to Section 301(19), 901(1), 901(3) or 901(6) for the
benefit of the Holders of such Securities and (2) the occurrence of any event
specified in Sections 501(4) (with respect to any of Section 801 and any such
covenants provided pursuant to Section 301(19), 901(1), 901(3) or 901(6)), and
501(7) shall be deemed not to be or result in an Event of Default, in each case
with respect to such Securities as provided in this Section on and after the
date the conditions set forth in Section 1304 are satisfied (hereinafter called
"Covenant Defeasance"). For this purpose, such Covenant Defeasance means that,
with respect to such Securities, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such specified Section (to the extent so specified in the case of Section
501(4)), whether directly or indirectly by reason of any reference elsewhere
herein to any such Section or by reason of any reference in any such Section to
any other provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby. Notwithstanding
anything herein to the contrary, no Covenant Defeasance shall release any
successor Person referred to in Article Eight from its obligations to assume the
obligations of the Company under Sections 607, 1010 and 1305 as a condition to
the consummation of any transaction contemplated by Section 801.

Section 1304.     Conditions to Defeasance or Covenant Defeasance.

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

            (1)   The Company shall irrevocably have deposited or caused to be
         deposited with the Trustee (or another trustee which satisfies the
         requirements contemplated by Section 609 and agrees to comply with the
         provisions of this Article applicable to it) as trust funds in trust
         for the purpose of making the following payments, specifically pledged
         as

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         security for, and dedicated solely to, the benefits of the Holders of
         such Securities, (A) money in an amount or (B) Government Obligations
         which through the scheduled payment of principal and interest in
         respect thereof in accordance with their terms will provide, not later
         than one day before the due date of any payment, money in an amount or
         (C) a combination thereof, in each case sufficient, in the opinion of a
         nationally recognized firm of independent public accountants expressed
         in a written certification thereof delivered to the Trustee, to pay and
         discharge, and which shall be applied by the Trustee (or any such other
         qualifying trustee) to pay and discharge, the principal of and any
         premium and interest on and any Additional Amounts with respect to such
         Securities on the respective Stated Maturities or Redemption Dates in
         accordance with the terms of this Indenture and such Securities.

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

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

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

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

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

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

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

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

Section 1305.     Deposited Money and Government Obligations to Be Held in
                  Trust; Miscellaneous Provisions.

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

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 1304 or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of Outstanding Securities.

         Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or Government Obligations held by it as provided in Section 1304 with
respect to any Securities which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect the Defeasance or Covenant Defeasance, as
the case may be, with respect to such Securities.

Section 1306.     Reinstatement.

         If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or

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

Section 1307.     Qualifying Trustee.

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

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

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

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

                                        EVEREST RE GROUP, LTD.

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

Attest:

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

                                        JPMORGAN CHASE BANK

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

Attest:

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

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