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                                                                     Exhibit 4.1

                           [Form of Senior Indenture]

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

                      WHITE MOUNTAINS INSURANCE GROUP, LTD.
                       [and FUND AMERICAN COMPANIES, INC.]

                                       and

                         BANK ONE, NATIONAL ASSOCIATION
                                     Trustee

                                SENIOR INDENTURE

                           Dated as of ________, 200_

                 Providing for Issuance of Securities in Series

================================================================================
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                              CROSS-REFERENCE TABLE

  TIA                                                                  Indenture
SECTION                                                                 SECTION

310(a)(1)                                                              609
   (a)(2)                                                              609
   (a)(3)                                                              N.A.
   (a)(4)                                                              N.A.
      (b)                                                              608; 610
      (c)                                                              N.A.
   311(a)                                                              613
      (b)                                                              613
      (c)                                                              N.A.
   312(a)                                                              701
      (b)                                                              702
      (c)                                                              702
   313(a)                                                              703
   (b)(1)                                                              N.A.
   (b)(2)                                                              703
      (c)                                                              703
      (d)                                                              703
   314(a)                                                              704
      (b)                                                              N.A.
   (c)(1)                                                              102
   (c)(2)                                                              102
   (c)(3)                                                              N.A.
      (d)                                                              N.A.
      (e)                                                              102
   315(a)                                                              601
      (b)                                                              602
      (c)                                                              602
      (d)                                                              602
      (e)                                                              602
316(a)(last sentence)                                                  502
(a)(1)(A)                                                              512
(a)(1)(B)                                                              502
   (a)(2)                                                              N.A.
      (b)                                                              508
317(a)(1)                                                              503
   (a)(2)                                                              504
      (b)                                                              1003
   318(a)                                                              107
                           N.A. means Not Applicable.

----------
Note: This Cross-Reference Table shall not, for any purpose, be deemed to be
part of the Indenture.
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                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

Recitals of the Company [and Guarantor]                                       1
Agreements of the Parties                                                     1

                                   ARTICLE ONE

             Definitions and Other Provisions of General Application

Section 101.   Definitions                                                    2
               Act                                                            2
               Affiliate                                                      2
               Authenticating Agent                                           3
               Board of Directors                                             3
               Board Resolution                                               3
               Business Day                                                   3
               Commission                                                     3
               Company                                                        3
               Company Request, Company Order and Company Consent             3
               Corporate Trust Office                                         3
               Debt                                                           4
               Defaulted Interest                                             4
               Depositary                                                     4
               Event of Default                                               4
               Global Security                                                4
               [Guarantee                                                     4]
               [Guarantor                                                     4]
               [Guarantor Request, Guarantor Order
                 and Guarantor Consent                                         ]
               [Guarantor Board of Directors                                  5]
               [Guarantor's Board Resolution                                  5]
               Holder                                                         5
               Indenture, this Indenture                                      5
               Interest                                                       5
               Interest Payment Date                                          5
               Lien                                                           5
               Maturity                                                       5
               Officers' Certificate                                          6
               Opinion of Counsel                                             6
               Original Issue Discount Security                               6
               Outstanding                                                    6
               Paying Agent                                                   7

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                                                                               4


               Permitted Liens                                                7
               Person                                                         8
               Place of Payment                                               8
               Predecessor Securities                                         8

               Property                                                       8
               Redemption Date                                                9
               Redemption Price                                               9
               Regular Record Date                                            9
               Repayment Date                                                 9
               Repayment Price                                                9
               Responsible Officer                                            9
               Security or Securities                                         9
               Security Register                                              9
               Security Registrar                                             9
               Securityholder                                                 9
               Special Record Date                                           10
               Stated Maturity                                               10
               Subsidiary                                                    10
               Trust Indenture Act or TIA                                    10
               Trustee                                                       10
               U.S. Government Obligations                                   10
               Vice President                                                10
               Voting Stock                                                  11

Section 102.   Compliance Certificates and Opinions                          11
Section 103.   Form of Documents Delivered to Trustee                        11
Section 104.   Acts of Securityholders                                       12
Section 105.   Notices, etc., to Trustee[, Guarantor] and Company            14
Section 106.   Notices to Securityholders; Waiver                            14
Section 107.   Conflict with Trust Indenture Act                             15
Section 108.   Effect of Headings and Table of Contents                      15
Section 109.   Successors and Assigns                                        15
Section 110.   Separability Clause                                           15
Section 111.   Benefits of Indenture                                         15
Section 112.   Governing Law                                                 16
Section 113.   Counterparts                                                  16
Section 114.   Judgment Currency                                             16

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                                                                               5


                                   ARTICLE TWO

                                 Security Forms

Section 201.   Forms Generally                                               17
Section 202.   Forms of Securities                                           17
Section 203.   Form of Trustee's Certificate of Authentication               18
Section 204.   Securities Issuable in the Form of a Global Security          18
[Section 205.  Form of Notation of Guarantee                                 20]

                                  ARTICLE THREE

                                 The Securities

Section 301.   General Title; General Limitations; Issuable in
                  Series; Terms of Particular Series                         21
Section 302.   Denominations                                                 25
Section 303.   Execution, Authentication and Delivery and Dating             25
Section 304.   Temporary Securities                                          27
Section 305.   Registration, Transfer and Exchange                           28
Section 306.   Mutilated, Destroyed, Lost and Stolen Securities              29
Section 307.   Payment of Interest; Interest Rights Preserved                30
Section 308.   Persons Deemed Owners                                         32
Section 309.   Cancellation                                                  32
Section 310.   Computation of Interest                                       32
Section 311.   Medium-Term Securities                                        32
Section 312.   CUSIP Numbers                                                 33
Section 313.   Global Securities                                             33

                                  ARTICLE FOUR

      Satisfaction and Discharge of Indenture; Defeasance; Unclaimed Moneys

Section 401.   Applicability of Article                                      35

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Section 402.   Satisfaction and Discharge of Indenture; Defeasance           35
Section 403.   Conditions of Defeasance                                      37
Section 404.   Application of Trust Money                                    39
Section 405.   Repayment to Company [or Guarantor]                           39
Section 406.   Indemnity for U.S. Government Obligations                     39
Section 407.   Reinstatement                                                 39

                                  ARTICLE FIVE

                                    Remedies

Section 501.   Events of Default                                             40
Section 502.   Acceleration of Maturity; Rescission and Annulment            42
Section 503.   Collection of Indebtedness and
                  Suits for Enforcement by Trustee                           43
Section 504.   Trustee May File Proofs of Claim                              45
Section 505.   Trustee May Enforce Claims Without Possession of
                  Securities                                                 45
Section 506.   Application of Money Collected                                46
Section 507.   Limitation on Suits                                           46
Section 508.   Unconditional Right of Securityholders to Receive
                  Principal, Premium and Interest                            47
Section 509.   Restoration of Rights and Remedies                            47
Section 510.   Rights and Remedies Cumulative                                48
Section 511.   Delay or Omission Not Waiver                                  48
Section 512.   Control by Securityholders                                    48
Section 513.   Waiver of Past Defaults                                       48
Section 514.   Undertaking for Costs                                         49
Section 515.   Waiver of Stay or Extension Laws                              49

                                   ARTICLE SIX

                                   The Trustee

Section 601.   Certain Duties and Responsibilities                           50
Section 602.   Notice of Defaults                                            51
Section 603.   Certain Rights of Trustee                                     52
Section 604.   Not Responsible for Recitals or Issuance of Securities        53

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Section 605.   May Hold Securities                                           53
Section 606.   Money Held in Trust                                           53
Section 607.   Compensation and Reimbursement                                54
Section 608.   Disqualification; Conflicting Interests                       54
Section 609.   Corporate Trustee Required; Eligibility                       55
Section 610.   Resignation and Removal; Appointment of Successor             55
Section 611.   Acceptance of Appointment by Successor                        57
Section 612.   Merger, Conversion, Consolidation or Succession to
                  Business                                                   58
Section 613.   Preferential Collection of Claims Against Company             58
Section 614.   Appointment of Authenticating Agent                           63

                                  ARTICLE SEVEN

     Securityholders' Lists and Reports by Trustee [, Guarantor] and Company

Section 701.   Company [and Guarantor] to Furnish Trustee Names and
                  Addresses of Securityholders                               65
Section 702.   Preservation of Information; Communications to
                  Securityholders                                            66
Section 703.   Reports by Trustee                                            67
Section 704.   Reports by Company [and Guarantor]                            69

                                  ARTICLE EIGHT

           Consolidation, Amalgamation, Merger, Conveyance or Transfer

Section 801.   Company May Consolidate, etc., only on Certain Terms          70
Section 802.   Successor Person Substituted for Company                      71
[Section 803.  Guarantor May Consolidate, etc. only on Certain Terms         71]
[Section 804.  Successor Person Substituted for Guarantor                    72]

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                                  ARTICLE NINE

                             Supplemental Indentures

Section 901.   Supplemental Indentures Without Consent of
                  Securityholders                                            72
Section 902.   Supplemental Indentures with Consent of
                  Securityholders                                            73
Section 903.   Execution of Supplemental Indentures                          75
Section 904.   Effect of Supplemental Indentures                             75
Section 905.   Conformity with Trust Indenture Act                           75
Section 906.   Reference in Securities to Supplemental Indentures            75

                                   ARTICLE TEN

                                    Covenants

Section 1001.  Payment of Principal, Premium and Interest                    76
Section 1002.  Maintenance of Office or Agency                               76
Section 1003.  Money for Security Payments to Be Held in Trust               76
Section 1004.  Statement as to Compliance                                    78
Section 1005.  Corporate Existence                                           78
Section 1006.  Limitation on Liens                                           79
Section 1007.  Limitation on Sale and Leaseback Transactions                 80
Section 1008.  Waiver of Certain Covenants                                   80

                                 ARTICLE ELEVEN

                            Redemption of Securities

Section 1101.  Applicability of Article                                      81
Section 1102.  Election to Redeem; Notice to Trustee                         81
Section 1103.  Selection by Trustee of Securities to Be Redeemed             82
Section 1104.  Notice of Redemption                                          82
Section 1105.  Deposit of Redemption Price                                   83
Section 1106.  Securities Payable on Redemption Date                         83
Section 1107.  Securities Redeemed in Part                                   84

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Section 1108.  Provisions with Respect to any Sinking Funds                  84

                                 ARTICLE TWELVE

                            [Guarantee of Securities]

[Section 1201. Guarantee                                                     86]
[Section 1202. Execution of Notations of Guarantee                           87]

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[To be modified as appropriate for issuances of securities by White Mountains
Insurance Group, Ltd. or issuances of securities by Fund American Companies,
Inc. which will be guaranteed by White Mountains Insurance Group, Ltd.]

                                    [Form of]

                        SENIOR INDENTURE (this "Indenture") between WHITE
                  MOUNTAINS INSURANCE GROUP, LTD. a company existing under the
                  laws of Bermuda (the ["Company"] ["Guarantor"]) having its
                  principal office at 80 South Main Street, Hanover, New
                  Hampshire 03755-2053, [FUND AMERICAN COMPANIES, INC., a
                  Delaware corporation (the "Company") having its principal
                  office at One Beacon Street, Boston, Massachusetts
                  02108-3100], and BANK ONE, NATIONAL ASSOCIATION, trustee
                  (hereinafter called the "Trustee"), is made and entered into
                  as of this __  day of ________, 200_.

            Recitals of the Company [and the Guarantor]

            The Company [and the Guarantor each] has duly authorized the
execution and delivery of this Indenture to provide for [in the case of the
Company,] the issuance of [, and in the case of the Guarantor, the guarantee
of,] the Company debentures, notes, bonds or other evidences of indebtedness, to
be issued in one or more fully registered series.

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

                            Agreements of the Parties

            To set forth or to provide for the establishment

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                                                                              11


of the terms and conditions upon which the Securities are and are to be
authenticated, issued and delivered, and in consideration of the premises and
the purchase of Securities by the Holders thereof, it is mutually covenanted and
agreed as follows, for the equal and proportionate benefit of all Holders of the
Securities or of a series thereof, as the case may be:

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

            Section 101. DEFINITIONS. For all purposes of this Indenture and of
any indenture supplemental hereto, 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 or by Commission rule under the Trust Indenture Act, either
      directly or by reference therein, have the meanings assigned to them
      therein;

            (3) all accounting terms not otherwise defined herein have the
      meanings assigned to them in accordance with generally accepted accounting
      principles and, except as otherwise herein expressly provided, the term
      "generally accepted accounting principles" with respect to any computation
      required or permitted hereunder shall mean such accounting principles as
      are generally accepted in the United States of America at the date of such
      computation;

            (4) all references in this instrument to designated "Articles",
      "Sections" and other subdivisions are to the designated Articles, Sections

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                                                                              12


      and other subdivisions of this instrument as originally executed. The
      words "herein", "hereof" and "hereunder" and other words of similar import
      refer to this Indenture as a whole and not to any particular Article,
      Section or other subdivision; and

            (5) "including" and words of similar import shall be deemed to be
      followed by "without limitation".

            Certain terms, used principally in Article Six, are defined in that
Article.

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

            "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.

            "Authenticating Agent" means any Person authorized by the Trustee to
authenticate Securities under Section 614.

            "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" means each day which is neither a Saturday, Sunday or
other day on which banking institutions in the pertinent Place or Places of
Payment are authorized

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or required by law or executive order to be closed.

            "Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934, or,
if at any time after the execution of this instrument such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties on such date.

            "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor replaces it and, thereafter,
"Company" shall mean the successor and, for purposes of any provision contained
herein and required by the TIA, each other obligor on the Securities.

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

            "Corporate Trust Office" means the principal office of the Trustee
in [         ] at which at any particular time its corporate trust business
shall be principally administered, which office at the date hereof is located at
[         ], except that with respect to the presentation of Securities for
payment or for registration of transfer and exchange, such term shall mean the
office or the agency of the Trustee in said city at which at any particular time
its corporate agency business shall be conducted, which office at the date
hereof is located at [         ].

            "Debt" means indebtedness for money borrowed.

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

            "Depositary" means, unless otherwise specified by the Company
pursuant to either Section 204 or 301, with respect to Securities of any series
issuable or issued as a

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                                                                              14


Global Security, The Depository Trust Company, New York, New York, or any
successor thereto registered as a clearing agency under the Securities Exchange
Act of 1934, as amended, or other applicable statute or regulation.

            "Event of Default" has the meaning specified in Article Five.

            "Global Security" means with respect to any series of Securities
issued hereunder, a Security which is executed by the Company and authenticated
and delivered by the Trustee to the Depositary or pursuant to the Depositary's
instruction, all in accordance with this Indenture and an indenture supplemental
hereto, if any, or Board Resolution and pursuant to a Company Request, which
shall be registered in the name of the Depositary or its nominee and which shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount of, all of the Outstanding Securities of such series or any
portion thereof, in either case having the same terms, including, without
limitation, the same original issue date, date or dates on which principal is
due, and interest rate or method of determining interest.

            ["Guarantee" means the irrevocable and unconditional guarantee by
the Guarantor of any Security of any series of the Company authenticated and
delivered pursuant to Article Twelve.]

            ["Guarantor" means the Person named as the "Guarantor" in the first
paragraph of this instrument until a successor replaces it and, thereafter,
"Guarantor" shall mean the successor.]

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

            ["Guarantor's Board Resolution" means a copy of a resolution
certified by the Secretary or an Assistant Secretary of the Guarantor to have
been duly adopted by the Guarantor Board of Directors.]

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                                                                              15


            ["Guarantor Request", "Guarantor Order", "Guarantor Consent" means,
respectively, a written request, order or consent signed in the name of the
Guarantor by its Chairman of the Board, President or a Vice President, and by
its Treasurer, an Assistant Treasurer, Controller, an Assistant Controller,
Secretary or an Assistant Secretary, and delivered to the Trustee.]

            "Holder", when used with respect to any Security, means a
Securityholder.

            "Indenture" or "this Indenture" means this instrument as originally
executed or as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of particular series of Securities
established as contemplated by Section 301.

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

            "Interest Payment Date", when used with respect to any series of
Securities, means the Stated Maturity of any installment of interest on those
Securities.

            "Lien" means any mortgage, pledge, security interest, encumbrance,
charge or security interest of any kind.

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

            "Officers' Certificate" means[, with respect to the Company or the
Guarantor,] a certificate signed by the Chairman of the Board, the President or
a Vice President, and by the Treasurer, an Assistant Treasurer, the Controller,
an Assistant Controller, the Secretary or an Assistant Secretary of the Company
[or the Guarantor, as the case may be], and delivered to the Trustee. Wherever
this

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                                                                              16


Indenture requires that an Officers' Certificate be signed also by an engineer
or an accountant or other expert, such engineer, accountant or other expert
(except as otherwise expressly provided in this Indenture) may be in the employ
of the Company [or the Guarantor, as the case may be], and shall be acceptable
to the Trustee.

            "Opinion of Counsel" means a written opinion of counsel, who may
(except as otherwise expressly provided in this Indenture) be an employee of or
of counsel to the Company [or the Guarantor]. Such counsel shall be acceptable
to the Trustee, whose acceptance shall not be unreasonably withheld.

            "Original Issue Discount Security" means (i) 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, and (ii) any
other Security deemed an Original Issue Discount Security for United States
Federal income tax purposes.

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

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

            (ii) such Securities for whose payment or redemption money in the
      necessary amount has been theretofore deposited with the Trustee or any
      Paying Agent in trust for the Holders of such Securities; provided that,
      if such Securities are to be redeemed, notice of such redemption has been
      duly given pursuant to this Indenture or provision therefor satisfactory
      to the Trustee has been made; and

            (iii) such Securities in exchange for or in lieu of which other
      Securities have been authenticated and delivered pursuant to this
      Indenture, or which shall have been paid pursuant to the terms of Section
      306

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                                                                              17


      (except with respect to any such Security as to which proof satisfactory
      to the Trustee is presented that such Security is held by a person in
      whose hands such Security is a legal, valid and binding obligation of the
      Company).

In determining whether the Holders of the requisite principal amount of such
Securities Outstanding have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, (i) the principal amount of any Original
Issue Discount Security that shall be deemed to be Outstanding shall be the
amount of the principal thereof that would be due and payable as of the date of
the taking of such action upon a declaration of acceleration of the Maturity
thereof and (ii) 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. In determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which a Responsible
Officer assigned to the corporate trust department of the Trustee knows to be
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or such other obligor 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
to act as owner 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 such other obligor.

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

            "Permitted Liens" means (i) any Lien upon Property to secure any
part of the cost of development, construction, alteration, repair or improvement
of such Property, or Debt incurred to finance such cost; (ii) any extension,
renewal or replacement, in whole or in part, of any Lien referred to in the
foregoing clause (i); (iii) any Lien relating to a sale and leaseback
transaction permitted by Section 1007 (other than by operation of this clause
(iii) of this definition); (iv) any Lien in favor of the Company[, the

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                                                                              18


Guarantor] or any Subsidiary granted by the Company[, the Guarantor] or any
Subsidiary in order to secure any intercompany obligations; (v) mechanic's,
materialmen's, carriers' or other like Liens arising in the ordinary course of
business (including construction of facilities) in respect of obligations which
are not due or which are being contested in good faith: (vi) any Lien arising in
connection with any legal proceeding which is being contested; (vii) Liens for
taxes not yet subject to penalties for non-payment or which are being contested
in good faith by appropriate proceedings; (viii) minor survey exceptions, minor
encumbrances, easements or reservations of, or rights of others for, licenses,
rights-of-way, sewers, electric lines, telegraph and telephone lines and other
similar purposes, or zoning or other restrictions as to the use of real property
or Liens incidental to the conduct of the business of such Person or to the
ownership of its properties which were not incurred in connection with Debt and
which do not in the aggregate materially adversely affect the value of said
properties or materially impair their use in the operation of the business of
such Person; (ix) pledges or deposits under workers' compensation laws,
unemployment insurance laws or similar social security legislation; (x) any
deposit to secure performance of letters of credit, bids, leases, statutory
obligations, surety and appeal bonds, performance bonds or other obligations of
a like nature in the ordinary course of business; (xi) any interest or title of
a lessor under any lease entered into in the ordinary course of business; and
(xii) Liens on assets of any Subsidiary which is required to be licensed as an
insurer or reinsurer (or any Subsidiary of such Subsidiary) securing Debt
incurred to provide short-term liquidity to facilitate claims payments in the
event of catastrophe.

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

            "Place of Payment" means with respect to any

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series of Securities issued hereunder the city or political subdivision so
designated with respect to the series of Securities in question in accordance
with the provisions of Section 301.

            "Predecessor Securities" 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 lieu of a lost,
destroyed or stolen Security shall be deemed to evidence the same debt as the
lost, destroyed or stolen Security.

            "Property" means any property of any kind whatsoever, whether real,
personal or mixed and whether tangible or intangible.

            "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 specified in the Security at which it is to be
redeemed pursuant to this Indenture.

            "Regular Record Date" for the interest payable on any Security on
any Interest Payment Date means the date specified in such Security as the
Regular Record Date.

            "Repayment Date", when used with respect to any Security to be
repaid, means the date fixed for such repayment pursuant to such Security.

            "Repayment Price", when used with respect to any Security to be
repaid, means the price at which it is to be repaid pursuant to such Security.

            "Responsible Officer", when used with respect to the Trustee, means
the chairman or vice-chairman of the board of directors, the chairman or
vice-chairman of the executive committee of the board of directors, the
president, any vice president, the secretary, any assistant secretary, the
treasurer, any assistant treasurer, the cashier, any assistant cashier, any
senior trust officer or

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trust officer, the controller and 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.

            "Security" or "Securities" means any note or notes, bond or bonds,
debenture or debentures, or any other evidences of indebtedness, as the case may
be, of any series authenticated and delivered from time to time under this
Indenture.

            "Security Register" shall have the meaning specified in Section 305.

            "Security Registrar" means the Person who keeps the Security
Register specified in Section 305.

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

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

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

            "Subsidiary" of any specified Person means any corporation, limited
liability company, limited or general partnership, business trust or other
business entity at least a majority of whose outstanding Voting Stock shall at
the time be owned, directly or indirectly, by the specified Person or by one or
more of its Subsidiaries, or both.

            "Trust Indenture Act" or "TIA" means the Trust Indenture Act of
1939, as amended by the Trust Indenture

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                                                                              21


Reform Act of 1990, as in force at the date as of which this instrument was
executed except as provided in Section 905.

            "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 and include each Person who is then a Trustee hereunder.

            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.

            "U.S. Government Obligations" means securities that are (x) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (y) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof.

            "Vice President" when used with respect to [the Guarantor,] 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",
including, without limitation, an assistant vice president.

            "Voting Stock", as applied to the stock of any Person, means stock
of any class or classes (however designated) having by the terms thereof
ordinary voting power to elect a majority of the members of the board of
directors (or other governing body) of such Person other than stock having such
power only by reason of the happening of a contingency.

            Section 102. COMPLIANCE CERTIFICATES AND OPINIONS. Upon any
application or request by the Company

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                                                                              22


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

            Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (except for the written
statement required by Section 1004) shall include

            (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

<Page>
                                                                              23


with respect to some matters and one or more other such Persons as to the 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 [or the
Guarantor] may be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by, counsel, unless such officer
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to 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 [or the Guarantor, as the case may be,] stating that the information
with respect to such factual matters is in the possession of the Company [or the
Guarantor, as the case may be], unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.

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

            Section 104. ACTS OF SECURITYHOLDERS. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Securityholders or Securityholders of any
series may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Securityholders in person or by an
agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee, and, where it is hereby expressly required, to the
Company [or the Guarantor or both of them]. If any Securities are denominated in
coin or currency other than that of the United States, then for

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                                                                              24


the purposes of determining whether the Holders of the requisite principal
amount of Securities have taken any action as herein described, the principal
amount of such Securities shall be deemed to be that amount of United States
dollars that could be obtained for such principal amount on the basis of the
spot rate of exchange into United States dollars for the currency in which such
Securities are denominated (as evidenced to the Trustee by an Officers'
Certificate) as of the date the taking of such action by the Holders of such
requisite principal amount is evidenced to the Trustee as provided in the
immediately preceding sentence. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Securityholders 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[, the Guarantor] and the Company, if made in
the manner provided in this Section.

            (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness to such
execution or by the certificate of any 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 an officer of a corporation or a member of a partnership, on
behalf of such corporation or partnership, 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.

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

            (d) If the Company [or the Guarantor] shall solicit from the Holders
any request, demand, authorization, direction, notice, consent, waiver or other
action, the Company [or the Guarantor, as the case may be,] may, at its option,
by Board Resolution [or Guarantor's Board Resolution, as applicable], fix in
advance a record date for

<Page>
                                                                              25


the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other action, but the
Company [or the Guarantor, as the case may be,] shall have no obligation to do
so. If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other action may be given before or after
the record date, but only the Holders of record at the close of business on the
record date shall be deemed to be Holders for the purposes of determining
whether Holders of the requisite proportion of Securities Outstanding have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other action, and for that purpose the
Securities Outstanding shall be computed as of the record date; provided that no
such authorization, agreement or consent by the Holders on the record date shall
be deemed effective unless it shall become effective pursuant to the provisions
of this Indenture not later than six months after the record date.

            (e) Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Security shall bind the Holder of
every Security issued upon the transfer thereof or in exchange therefor or in
lieu thereof, in respect of anything done or suffered to be done by the Trustee
or the Company [or the Guarantor] in reliance thereon whether or not notation of
such action is made upon such Security.

            Section 105. NOTICES, ETC., TO TRUSTEE[, GUARANTOR] AND COMPANY. Any
request, demand, authorization, direction, notice, consent, waiver or Act of
Securityholders 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 Securityholder or by the Company [or the
      Guarantor] shall be sufficient for every purpose hereunder if made, given,
      furnished or filed in writing to or with the Trustee at its Corporate
      Trust Office, or

            (2) the Company [or the Guarantor] by the Trustee

<Page>
                                                                              26


      or by any Securityholder shall be sufficient for every purpose hereunder
      (except as provided in Section 501(4) or, in the case of a request for
      repayment, as specified in the Security carrying the right to repayment)
      if in writing and mailed, first-class postage prepaid, to the Company [or
      the Guarantor, as the case may be,] 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 [or the Guarantor, as the case may be,].

            Section 106. NOTICES TO SECURITYHOLDERS; WAIVER. Where this
Indenture or any Security provides for notice to Securityholders of any event,
such notice shall be sufficiently given (unless otherwise herein or in such
Security expressly provided) if in writing and mailed, first-class postage
prepaid, to each Securityholder affected by such event, at his address as it
appears in the Security Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice. In any
case where notice to Securityholders is given by mail, neither the failure to
mail such notice, nor any defect in any notice so mailed, to any particular
Securityholder shall affect the sufficiency of such notice with respect to other
Securityholders. Where this Indenture or any Security 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 Securityholders 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 as a
result of a strike, work stoppage or otherwise, it shall be impractical to mail
notice of any event to any Securityholder when such notice is required to be
given pursuant to any provision of this Indenture, then any method of
notification as shall be satisfactory to the Trustee[, the Guarantor] and the
Company shall be deemed to be a sufficient giving of such notice.

            Section 107. CONFLICT WITH TRUST INDENTURE ACT.

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                                                                              27


If any provision hereof limits, qualifies or conflicts with the duties imposed
by any of Sections 310 to 317, inclusive, of the Trust Indenture Act through the
operation of Section 318(c) thereof, such imposed duties shall control.

            Section 108. EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

            Section 109. SUCCESSORS AND ASSIGNS. All covenants and agreements in
this Indenture by [each of] the Company [and the Guarantor] 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
any Securities, express or implied, shall give to any Person, other than the
parties hereto and their successors hereunder, any Authenticating Agent or
Paying Agent, the Security Registrar and the Holders of Securities (or such of
them as may be affected thereby), any benefit or any legal or equitable right,
remedy or claim under this Indenture.

            Section 112. GOVERNING LAW. This Indenture shall be construed in
accordance with and governed by the laws of the State of New York.

            Section 113. COUNTERPARTS. 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.

            Section 114. JUDGMENT CURRENCY. The Company [and the Guarantor each]
agrees, to the fullest extent that it

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                                                                              28


may effectively do so under applicable law, that (a) if for the purpose of
obtaining judgment in any court it is necessary to convert the sum due in
respect of the principal of, or premium or interest, if any, on the Securities
of any series (the "Required Currency") into a currency in which a judgment will
be rendered (the "Judgment Currency"), the rate of exchange used shall be the
rate at which in accordance with normal banking procedures the Trustee could
purchase in New York City the Required Currency with the Judgment Currency on
the Banking Day (as defined below) immediately preceding the date on which final
unappealable judgment is given and (b) its obligations under this Indenture to
make payments in the Required Currency (i) shall not be discharged or satisfied
by any tender, or any recovery pursuant to any judgment (whether or not entered
in accordance with subsection (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the
actual receipt, by the payee, of the full amount of the Required Currency
expressed to be payable in respect of such payments, (ii) shall be enforceable
as an alternative or additional cause of action for the purpose of recovering in
the Required Currency the amount, if any, by which such actual receipt shall
fall short of the full amount of the Required Currency so expressed to be
payable and (iii) shall not be affected by judgment being obtained for any other
sum due under this Indenture. For purposes of the foregoing, "Banking Day" means
any day except a Saturday, Sunday or a legal holiday in New York City or a day
on which banking institutions in New York City are authorized or required by law
or executive order to close.

                                   ARTICLE TWO

                                 SECURITY FORMS

            Section 201. FORMS GENERALLY. The Securities shall have such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon,
as may be required to comply with applicable laws or regulations or with the
rules of any securities exchange, or as may, consistently herewith, be

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                                                                              29


determined by the officers executing such Securities, as evidenced by their
execution of the Securities. Any portion of the text of any Security may be set
forth on the reverse thereof, with an appropriate reference thereto on the face
of the Security.

            The definitive Securities shall be printed, lithographed or engraved
or produced by any combination of these methods 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, subject,
with respect to the Securities of any series, to the rules of any securities
exchange on which such Securities are listed.

            Section 202. FORMS OF SECURITIES. Each Security shall be in one of
the forms approved from time to time by or pursuant to a Board Resolution, or
established in one or more indentures supplemental hereto. Prior to the delivery
of a Security to the Trustee for authentication in any form approved by or
pursuant to a Board Resolution, the Company shall deliver to the Trustee the
Board Resolution by or pursuant to which such form of Security has been
approved, which Board Resolution shall have attached thereto a true and correct
copy of the form of Security which has been approved thereby or, if a Board
Resolution authorizes a specific officer or officers to approve a form of
Security, a certificate of such officer or officers approving the form of
Security attached thereto. Any form of Security approved by or pursuant to a
Board Resolution must be acceptable as to form to the Trustee, such acceptance
to be evidenced by the Trustee's authentication of Securities in that form or a
certificate signed by a Responsible Officer of the Trustee and delivered to the
Company.

            [Each Security shall bear a notation of Guarantee in substantially
the form set forth in Section 205. Notwithstanding the foregoing, the notation
of Guarantee to be endorsed on the Securities of any series may have such
appropriate insertions, omissions, substitutions and other corrections from the
form thereof referred to above as are required or permitted by this Indenture
and may have such

<Page>
                                                                              30


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 as may, consistently herewith, be determined by the
officers delivering the same, in each case as evidenced by such delivery.]

            Section 203. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The
form of Trustee's Certificate of Authentication for any Security issued pursuant
to this Indenture shall be substantially as follows:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                          [           ],
                                           as Trustee,


Dated:_________________________________   By:___________________________________
                                                            Authorized Signatory

            Section 204. SECURITIES ISSUABLE IN THE FORM OF A GLOBAL SECURITY.
(a) If the Company shall establish pursuant to Sections 202 and 301 that the
Securities of a particular series are to be issued in whole or in part in the
form of one or more Global Securities, then the Company shall execute and the
Trustee or its agent shall, in accordance with Section 303 and the Company
Request delivered to the Trustee or its agent thereunder, authenticate and
deliver, such Global Security or Securities, which (i) shall represent, and
shall be denominated in an amount equal to the aggregate principal amount of,
the Outstanding Securities of such series to be represented by such Global
Security or Securities, or such portion thereof as the Company shall specify in
a Company Request, (ii) shall be registered in the name of the Depositary for
such Global Security or Securities or its nominee, (iii) shall be delivered by
the Trustee or its agent to the Depositary or pursuant to the Depositary's
instruction and (iv) shall bear a legend substantially to

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                                                                              31


the following effect: "Unless and until it is exchanged in whole or in part for
the individual Securities represented hereby, this Global Security may not be
transferred except as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor Depositary or
a nominee of such successor Depositary."

            (b) Notwithstanding any other provisions of this Section 204 or of
Section 305, and subject to the provisions of paragraph (c) below, unless the
terms of a Global Security expressly permit such Global Security to be exchanged
in whole or in part for individual Securities, a Global Security may be
transferred, in whole but not in part and in the manner provided in Section 305,
only to a nominee of the Depositary for such Global Security, or to the
Depositary, or a successor Depositary for such Global Security selected or
approved by the Company, or to a nominee of such successor Depositary.

            (c) (i) If at any time the Depositary for a Global Security notifies
the Company that it is unwilling or unable to continue as Depositary for such
Global Security or if at any time the Depositary for the Securities for such
series ceases to be a clearing agency registered under the Securities Exchange
Act of 1934, as amended, or other applicable statute or regulation, the Company
shall appoint a successor Depositary with respect to such Global Security. If a
successor Depositary for such Global Security is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of such
ineligibility, the Company will execute, and the Trustee or its agent, upon
receipt of a Company Request for the authentication and delivery of individual
Securities of such series in exchange for such Global Security, will
authenticate and deliver, individual Securities of such series of like tenor and
terms in an aggregate principal amount equal to the principal amount of the
Global Security in exchange for such Global Security.

      (ii) The Company may at any time and in its sole

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                                                                              32


discretion determine that the Securities of any series or portion thereof issued
or issuable in the form of one or more Global Securities shall no longer be
represented by such Global Security or Securities. In such event the Company
will execute, and the Trustee, upon receipt of a Company Request for the
authentication and delivery of individual Securities of such series in exchange
in whole or in part for such Global Security, will authenticate and deliver
individual Securities of such series of like tenor and terms in definitive form
in an aggregate principal amount equal to the principal amount of such Global
Security or Securities representing such series or portion thereof in exchange
for such Global Security or Securities.

      (iii) If specified by the Company pursuant to Sections 202 and 301 with
respect to Securities issued or issuable in the form of a Global Security, the
Depositary for such Global Security may surrender such Global Security in
exchange in whole or in part for individual Securities of such series of like
tenor and terms in definitive form on such terms as are acceptable to the
Company and such Depositary. Thereupon the Company shall execute, and the
Trustee or its agent shall authenticate and deliver, without service charge, (1)
to each Person specified by such Depositary a new Security or Securities of the
same series of like tenor and terms and of any authorized denomination as
requested by such Person in aggregate principal amount equal to and in exchange
for such Person's beneficial interest in the Global Security; and (2) to such
Depositary a new Global Security of like tenor and terms and in an authorized
denomination equal to the difference, if any, between the principal amount of
the surrendered Global Security and the aggregate principal amount of Securities
delivered to the Holders thereof.

      (iv) In any exchange provided for in any of the preceding three
paragraphs, the Company will execute and the Trustee or its agent will
authenticate and deliver individual Securities in definitive registered form in
authorized denominations. Upon the exchange of the entire principal amount of a
Global Security for individual Securities, such Global Security shall be
canceled by the Trustee or its agent. Except as provided in the preceding
paragraph, Securities issued in exchange for a Global Security pursuant to this
Section shall be registered in

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                                                                              33


such names and in such authorized denominations as the Depositary for such
Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee or the Security Registrar.
The Trustee or the Security Registrar shall deliver such Securities to the
Persons in whose names such Securities are so registered.

            [SECTION 205. FORM OF NOTATION OF GUARANTEE. The form of notation of
Guarantee to be endorsed on any Security issued pursuant to this Indenture shall
be substantially as follows:

                              NOTATION OF GUARANTEE

            White Mountains Insurance Group, Ltd., a company existing under the
law of Bermuda (the "Guarantor", which term includes any successor thereto under
the Indenture (the "Indenture") referred to in the Security on which this
notation is endorsed) has unconditionally guaranteed, pursuant to the terms of
the Guarantee contained in Article Twelve of the Indenture, the due and punctual
payment of the principal of and any premium and interest on this Security, when
and as the same shall become due and payable, whether at the Stated Maturity, by
declaration of acceleration, call for redemption, early repayment or otherwise,
in accordance with the terms of this Security and the Indenture.

            The obligations of the Guarantor to the Holders of the Securities
and to the Trustee pursuant to the Guarantee and the Indenture are expressly set
forth in Article Twelve of the Indenture, and reference is hereby made to such
Article and Indenture for the precise terms of the Guarantee.

            The Guarantee shall not be valid or obligatory for any purpose until
the certificate of authentication on the Security upon which this notation of
the Guarantee is endorsed shall have been executed by the Trustee under the
Indenture by the manual signature of one of its authorized signatories.

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                                                                              34


                                    WHITE MOUNTAINS INSURANCE GROUP, LTD.

                                    by
                                          ______________________________________
                                          Name:
                                          Title:]

                                  ARTICLE THREE

                                 THE SECURITIES

            Section 301. GENERAL TITLE; GENERAL LIMITATIONS; ISSUABLE IN SERIES;
TERMS OF PARTICULAR SERIES. The aggregate principal amount of Securities which
may be authenticated and delivered and Outstanding under this Indenture is not
limited.

            The Securities may be issued in one or more series up to an
aggregate principal amount of Securities as from time to time may be authorized
by the Board of Directors. All Securities of each series under this Indenture
shall in all respects be equally and ratably entitled to the benefits hereof
with respect to such series without preference, priority or distinction on
account of the actual time of the authentication and delivery or Stated Maturity
of the Securities of such series.

            Each series of Securities shall be created either by or pursuant to
a Board Resolution or by or pursuant to an indenture supplemental hereto. The
Securities of each such series may bear such date or dates, be payable at such
place or places, have such Stated Maturity or Maturities, be issuable at such
premium over or discount from their face value, bear interest at such rate or
rates (which may be fixed or floating), from such date or dates, payable in such
installments and on such dates and at such place or places to the Holders of
Securities registered as such on such Regular Record Dates, or may bear no
interest, and may be redeemable or repayable at such Redemption Price or Prices
or Repayment Price or Prices, as the case may be, whether at the option of the
Holder or otherwise, and upon such terms, all as shall be provided for in or
pursuant to the Board

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                                                                              35


Resolution or in or pursuant to the supplemental indenture creating that series.
There may also be established in or pursuant to a Board Resolution or in or
pursuant to a supplemental indenture prior to the issuance of Securities of each
such series, provision for:

            (1) the exchange or conversion of the Securities of that series, at
      the option of the Holders thereof, for or into new Securities of a
      different series or other securities or other property of the Company[,
      the Guarantor] or another Person, including shares of common stock,
      preferred stock, indebtedness or securities of any kind of the Company[,
      the Guarantor], any Subsidiary of the Company [or of the Guarantor] or of
      any other Person or securities directly or indirectly convertible into or
      exchangeable for any such securities;

            (2) a sinking or purchase fund or other analogous obligation;

            (3) if other than U.S. dollars, the currency or currencies or units
      based on or related to currencies (including European Currency Units) in
      which the Securities of such series shall be denominated and in which
      payments of principal of, and any premium and interest on, such Securities
      shall or may be payable;

            (4) if the principal of (and premium, if any) or interest, if any,
      on the Securities of such series are to be payable, at the election of the
      Company or a holder thereof, in a currency or currencies or units based on
      or related to currencies (including European Currency Units) other than
      that in which the Securities are stated to be payable, the period or
      periods within which, and the terms and conditions upon which, such
      election may be made;

            (5) if the amount of payments of principal of (and premium, if any)
      or interest, if any, on the Securities of such series may be determined
      with reference to an index based on (i) a currency or currencies or units

<Page>
                                                                              36


      based on or related to currencies (including European Currency Units)
      other than that in which the Securities are stated to be payable, (ii)
      changes in the price of one or more other securities or groups or indexes
      of securities or (iii) changes in the prices of one or more commodities or
      groups or indexes of commodities, or any combination of the foregoing, the
      manner in which such amounts shall be determined;

            (6) if the aggregate principal amount of the Securities of that
      series is to be limited, such limitations, and the maturity date of the
      principal amount of the Securities of that series (which may be fixed or
      extendible), and the rate or rates (which may be fixed or floating) per
      annum at which the Securities of the series will bear interest, if any, or
      the method of determining such rate or rates, and the payment dates and
      record dates relating to such interest payments;

            (7) the exchange of Securities of that series, at the option of the
      Holders thereof, for other Securities of the same series of the same
      aggregate principal amount of a different authorized kind or different
      authorized denomination or denominations, or both;

            (8) the appointment by the Trustee of an Authenticating Agent in one
      or more places other than the location of the office of the Trustee with
      power to act on behalf of the Trustee and subject to its direction in the
      authentication and delivery of the Securities of any one or more series in
      connection with such transactions as shall be specified in the provisions
      of this Indenture or in or pursuant to the Board Resolution or the
      supplemental indenture creating such series;

            (9) the percentage of their principal amount at which such
      securities will be issued, and the portion of the principal amount of
      securities of the series, if other than the total principal amount
      thereof, which shall be payable upon declaration of acceleration of the
      Maturity thereof pursuant to Section 502 or provable in bankruptcy
      pursuant to Section 504;

            (10) any Event of Default with respect to the

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                                       37


      Securities of such series, if not set forth herein and any additions,
      deletions or other changes to the Events of Default set forth herein that
      shall be applicable to the Securities of such series (including a
      provision making any Event of Default set forth herein inapplicable to the
      Securities of that series);

            (11) any covenant solely for the benefit of the Securities of such
      series and any additions, deletions or other changes to the provisions of
      Article Ten or any definitions relating to such Article that shall be
      applicable to the Securities of such series (including a provision making
      any Section of such Article inapplicable to the Securities of such
      series);

            (12) the applicability of Section 402(b) of this Indenture to the
      Securities of such series;

            (13) if the Securities of the series shall be issued in whole or in
      part in the form of a Global Security or Global Securities, the terms and
      conditions, if any, upon which such Global Security or Global Securities
      may be exchanged in whole or in part for other individual Securities; and
      the Depositary for such Global Security or Global Securities (if other
      than the Depositary specified in Section 101 hereof);

            (14) the subordination of the Securities of such series to any other
      indebtedness of the Company [and the Guarantor], including without
      limitation, the Securities of any other series; and

            (15) any other terms of the series, which shall not be inconsistent
      with the provisions of this Indenture, all upon such terms as may be
      determined in or pursuant to a Board Resolution or in or pursuant to a
      supplemental indenture with respect to such series. All Securities of the
      same series shall be substantially identical in tenor and effect, except
      as to denomination.

            The form of the Securities of each series shall be established
pursuant to the provisions of this Indenture in or pursuant to the Board
Resolution or in or pursuant to the supplemental indenture creating such series.
The Securities of each series shall be distinguished from the Securities of each
other series in such manner, reasonably satisfactory to

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                                                                              38


the Trustee, as the Board of Directors may determine.

            Unless otherwise provided with respect to Securities of a particular
series, the Securities of any series may only be issuable in registered form,
without coupons.

            Any terms or provisions in respect of the Securities of any series
issued under this Indenture may be determined pursuant to this Section by
providing in a Board Resolution or supplemental indenture for the method by
which such terms or provisions shall be determined.

            Section 302. DENOMINATIONS. The Securities of each series shall be
issuable in such denominations and currency as shall be provided in the
provisions of this Indenture or in or pursuant to the Board Resolution or the
supplemental indenture creating such series. In the absence of any such
provisions with respect to the Securities of any series, the Securities of that
series shall be issuable only in fully registered form in denominations of
$1,000 and any integral multiple thereof.

            Section 303. EXECUTION, AUTHENTICATION AND DELIVERY AND DATING. The
Securities shall be executed on behalf of the Company by its Chairman of the
Board, its President, one of its Vice Presidents or its Treasurer. 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 executed by the Company to
the Trustee for authentication; and make available for the Trustee

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                                                                              39


shall, upon Company Order, authenticate and delivery such Securities as in this
Indenture provided and not otherwise.

            Prior to any such authentication and delivery, the Trustee shall be
entitled to receive, in addition to any Officers' Certificate and Opinion of
Counsel required to be furnished to the Trustee pursuant to Section 102, and the
Board Resolution and any certificate relating to the issuance of the series of
Securities required to be furnished pursuant to Section 202, an Opinion of
Counsel stating that:

            (1) all instruments furnished to the Trustee conform to the
      requirements of the Indenture and constitute sufficient authority
      hereunder for the Trustee to authenticate and deliver such Securities;

            (2) the form and terms (or in connection with the issuance of
      medium-term Securities under Section 311, the manner of determining the
      terms) of such Securities have been established in conformity with the
      provisions of this Indenture;

            (3) all laws and requirements with respect to the execution and
      delivery by the Company of such Securities have been complied with, the
      Company has the corporate power to issue such Securities and such
      Securities have been duly authorized and delivered by the Company and,
      assuming due authentication and delivery by the Trustee, constitute legal,
      valid and binding obligations of the Company enforceable in accordance
      with their terms (subject, as to enforcement of remedies, to applicable
      bankruptcy, reorganization, insolvency, moratorium or other laws and legal
      principles affecting creditors' rights generally from time to time in
      effect and to general equitable principles, whether applied in an action
      at law or in equity) and entitled to the benefits of this Indenture,
      equally and ratably with all other Securities, if any, of such series
      Outstanding; and

            (4) such other matters as the Trustee may reasonably request;

and, if the authentication and delivery relates to a new series of Securities
created by an indenture supplemental

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                                                                              40


hereto, also stating that all laws and requirements with respect to the form and
execution by the Company of the supplemental indenture with respect to that
series of Securities have been complied with, the Company has corporate power
to execute and deliver any such supplemental indenture and has taken all
necessary corporate action for those purposes and any such supplemental
indenture has been executed and delivered and constitutes the legal, valid and
binding obligation of the Company enforceable in accordance with its terms
(subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium or other laws and legal principles
affecting creditors' rights generally from time to time in effect and to general
equitable principles, whether applied in an action at law or in equity).

            The Trustee shall not be required to authenticate such Securities if
the issue thereof will adversely affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture.

            Unless otherwise provided in the form of Security for any series,
all Securities shall be dated the date of their 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 signatory, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder.

            Section 304. TEMPORARY SECURITIES. Pending the preparation of
definitive Securities of any series, the Company may execute, and, upon receipt
of the documents required by Section 303, together with a Company Order, the
Trustee shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination,

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                                                                              41


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 such series to be prepared without unreasonable
delay. After the preparation of definitive Securities, 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, without charge to the Holder; and
upon surrender for cancellation of any one or more temporary Securities the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Securities of such series of
authorized denominations and of like tenor and terms. Until so exchanged the
temporary Securities of such series shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities of such series.

            Section 305. REGISTRATION, TRANSFER AND EXCHANGE. The Company shall
keep or cause to be kept a register (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, or of
Securities of a particular series, and for transfers of Securities or of
Securities of such series. Any such register shall be in written form or in any
other form capable of being converted into written form within a reasonable
time. At all reasonable times the information contained in such register or
registers shall be available for inspection by the Trustee at the office or
agency to be maintained by the Company as provided in Section 1002.

            Subject to Section 204, upon surrender for transfer of any Security
of any series at the office or agency of the Company in a Place of Payment, the
Company shall execute, and the Trustee shall authenticate and make available for
delivery, in the name of the designated transferee or transferees, one or more
new Securities of such series of any authorized denominations, of a like
aggregate principal amount and Stated Maturity and of like

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                                                                              42


tenor and terms.

            Subject to Section 204, at the option of the Holder, Securities of
any series may be exchanged for other Securities of such series of any
authorized denominations, of a like aggregate principal amount and Stated
Maturity and of like tenor and terms, 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
make available for delivery, the Securities which the Securityholder making the
exchange is entitled to receive.

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

            Every Security presented or surrendered for transfer or 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.

            Unless otherwise provided in the Security to be transferred or
exchanged, no service charge shall be made on any Securityholder for any
transfer or exchange of Securities, but the Company may (unless otherwise
provided in such Security) require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Securities, other than exchanges pursuant to Section 304 or 906
not involving any transfer.

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

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                                                                              43


of such mailing, or (ii) to transfer or exchange any Security so selected for
redemption in whole or in part, except for the portion of such Security not so
selected for redemption.

            None of the Company, [the Guarantor,] the Trustee, any agent of the
Trustee, any Paying Agent or the Security Registrar 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 for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.

            The Company initially appoints the Trustee to act as Security
Registrar for the Securities on its behalf. The Company may at any time and from
time to time authorize any Person to act as Security Registrar in place of the
Trustee with respect to any series of Securities issued under this Indenture.

            Section 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES. If
(i) any mutilated Security is surrendered to the Trustee, or the Company[, the
Guarantor] and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, and (ii) there is delivered to the
Company[, the Guarantor] and the Trustee such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of notice
to the Company[, the Guarantor] or the Trustee that such Security has been
acquired by a bona fide purchaser, the Company shall execute and upon its
request the Trustee shall authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Security, a new Security of
like tenor, series, Stated Maturity and principal amount, 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

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                                                                              44


expenses (including the fees and expenses of the Trustee) connected therewith.

            Every new Security issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company [and the Guarantor], 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 the same 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. Unless
otherwise provided with respect to such Security pursuant to Section 301,
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.

            Any interest on any Security 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 registered
Holder on the relevant Regular Record Date by virtue of his having been such
Holder; and, except as hereinafter provided, such Defaulted Interest may be paid
by the Company [or the Guarantor], at its election in each case, as provided in
Clause (1) or Clause (2) below:

            (1) The Company [or the Guarantor] may elect to make payment of any
      Defaulted Interest to the Persons in whose names any such Securities (or
      their respective Predecessor Securities) are registered at the close of
      business on a Special Record Date for the payment of

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                                                                              45


      such Defaulted Interest, which shall be fixed in the following manner. The
      Company [or the Guarantor, as the case may be,] shall notify the Trustee
      in writing of the amount of Defaulted Interest proposed to be paid on each
      such Security and the date of the proposed payment, and at the same time
      the Company [or the Guarantor, as the case may be,] 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 nor
      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 [or the
      Guarantor, as the case may be,] of such Special Record Date and, in the
      name and at the expense of the Company [or the Guarantor], shall cause
      notice of the proposed payment of such Defaulted Interest and the Special
      Record Date therefor to be mailed, first-class postage prepaid, to the
      Holder of each such Security at his address as it appears in the Security
      Register, not less than 10 days prior to such Special Record Date. Notice
      of the proposed payment of such Defaulted Interest and the Special Record
      Date therefor having been mailed as aforesaid, such Defaulted Interest
      shall be paid to the Persons in whose names such Securities (or their
      respective Predecessor Securities) are registered on such Special Record
      Date and shall no longer be payable pursuant to the following Clause (2).

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

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                                                                              46


            If any installment of interest the Stated Maturity of which is on or
prior to the Redemption Date for any Security called for redemption pursuant to
Article Eleven is not paid or duly provided for on or prior to the Redemption
Date in accordance with the foregoing provisions of this Section, such interest
shall be payable as part of the Redemption Price of such Securities.

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

            Section 308. PERSONS DEEMED OWNERS. The Company, [the Guarantor,]
the Trustee and any agent of the Company[, the Guarantor] or the Trustee may
treat the Person in whose name any Security is registered in the Security
Register as the owner of such Security for the purpose of receiving payment of
principal of (and premium, if any), and (subject to Section 307) interest on,
such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and neither the Company, [the Guarantor,] the Trustee nor
any agent of the Company [, the Guarantor] or the Trustee shall be affected by
notice to the contrary.

            Section 309. CANCELLATION. All Securities surrendered for payment,
redemption, transfer, conversion or exchange or credit against a sinking fund
shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee and, if not already canceled, shall be promptly canceled by it. The
Company [or the Guarantor] may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company [or the Guarantor] may have acquired in any manner whatsoever,
and all Securities so delivered shall be promptly canceled by the Trustee. No
Security shall be authenticated in lieu of or in exchange for any Securities
canceled as provided in this Section, except as expressly permitted by this
Indenture. The Trustee shall return all

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                                                                              47


canceled Securities to the Company.

            Section 310. COMPUTATION OF INTEREST. Unless otherwise provided as
contemplated in Section 301, interest on the Securities shall be calculated on
the basis of a 360-day year of twelve 30-day months.

            Section 311. MEDIUM-TERM SECURITIES. Notwithstanding any contrary
provision herein, if all Securities of a series are not to be originally issued
at one time, it shall not be necessary for the Company to deliver to the Trustee
an Officers' Certificate, Board Resolution, supplemental indenture, Opinion of
Counsel or Company Request otherwise required pursuant to Sections 202, 301 and
303 at or prior to the time of authentication of each Security of such series if
such documents are delivered to the Trustee or its agent at or prior to the
authentication upon original issuance of the first Security of such series to be
issued; provided that any subsequent request by the Company to the Trustee to
authenticate Securities of such series upon original issuance shall constitute a
representation and warranty by the Company that as of the date of such request,
the statements made in the Officers' Certificate delivered pursuant to Section
102 shall be true and correct as if made on such date.

            An Officers' Certificate, supplemental indenture or Board Resolution
delivered by the Company to the Trustee in the circumstances set forth in the
preceding paragraph may provide that Securities which are the subject thereof
will be authenticated and delivered by the Trustee or its agent on original
issue from time to time upon the telephonic or written order of persons
designated in such Officers' Certificate, Board Resolution or supplemental
indenture (any such telephonic instructions to be confirmed promptly in writing
by such persons) and that such persons are authorized to determine, consistent
with such Officers' Certificate, supplemental indenture or Board Resolution,
such terms and conditions of said Securities as are specified in such Officers'
Certificate, supplemental indenture or Board Resolution.

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                                                                              48


            Section 312. 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 that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the "CUSIP" numbers.

            SECTION 313. GLOBAL SECURITIES. (a) Each Global Security
authenticated 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.

            (b) Notwithstanding any other provision of 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 (A) has notified the Company that it is
unwilling or unable to continue as Depositary for such Global Security or (B)
has ceased to be a clearing agency registered as such under the Exchange Act or
announces an intention permanently to cease business or does in fact do so or
(ii) there shall have occurred and be continuing an Event of Default with
respect to such Global Security.

            (c) If any Global Security is to be exchanged for other Securities
or canceled in whole, it shall be surrendered by or on behalf of the Depositary
or its nominee to the Trustee, as Security Registrar, for exchange or
cancellation, as provided in this Article Three. If any Global Security is to be
exchanged for other Securities or canceled in part, or if another Security is to
be exchanged in whole or in part for a beneficial interest in any Global
Security, in each case, as provided in Section 305, then

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                                                                              49


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 canceled, 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 Trustee, as
Security 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, the Trustee shall, subject to 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) to or upon the order of, and registered in such names as may be
directed by, the Depositary or its authorized representative. Upon the request
of the Trustee in connection with the occurrence of any of the events specified
in the preceding paragraph, the Company shall promptly make available to the
Trustee a reasonable supply of Securities that are not in the form of Global
Securities. The Trustee shall be entitled to rely upon any order, direction or
request of the Depositary or its authorized representative which is given or
made pursuant to this Article Three if such order, direction or request is given
or made in accordance with the Applicable Procedures.

            (d) 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 or otherwise, shall be
authenticated and delivered in the form of, and shall be, a registered 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, in which case such
Registered Security shall be authenticated and delivered in definitive, fully
registered form, without interest coupons.

            (e) The Depositary or its nominee, as registered

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                                                                              50


owner of a Global Security, shall be the Holder of such Global Security for all
purposes under the Indenture and the Registered 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 will 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 and such owners of beneficial interests in a Global Security
will not be considered the owners or holders thereof.

                                  ARTICLE FOUR

                    SATISFACTION AND DISCHARGE OF INDENTURE;
                          DEFEASANCE; UNCLAIMED MONEYS

            SECTION 401. APPLICABILITY OF ARTICLE. If, pursuant to Section 301,
provision is made for the defeasance of Securities of a series and if the
Securities of such series are denominated and payable only in U.S. dollars
(except as provided pursuant to Section 301), then the provisions of this
Article Four relating to defeasance of Securities shall be applicable except as
otherwise specified pursuant to Section 301 for Securities of such series.
Defeasance provisions, if any, for Securities denominated in a currency other
than U.S. dollars may be specified pursuant to Section 301.

            SECTION 402. SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE.
(a) If at any time (i) the Company [or the Guarantor] shall have delivered to
the Trustee for cancellation all Securities of any series theretofore
authenticated and delivered (other than (1) any Securities of such series which
shall have been destroyed, lost or stolen and which shall have been replaced or
paid as provided in Section 306 and (2) Securities for whose payment money has
theretofore been deposited in trust and thereafter repaid to the Company [or the
Guarantor] as provided in Section 405) or (ii) all Securities of such series not
theretofore delivered to the Trustee for cancellation shall have become due and
payable, or are by their terms to become due and payable within one year or are
to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption, and

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the Company shall deposit with the Trustee as trust funds the entire amount in
the currency in which such Securities are denominated (except as otherwise
provided pursuant to Section 301) sufficient (in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee) without consideration of any
reinvestment and after payment of all taxes or other charges and assessments in
respect thereof payable by the Trustee, to pay at maturity or upon redemption
all Securities of such series not theretofore delivered to the Trustee for
cancellation, including principal and premium, if any, and interest due or to
become due on such date of maturity or redemption date, as the case may be, no
default with respect to the Securities has occurred and is continuing on the
date of such deposit, such deposit does not result in a breach or violation of,
or constitute a default under, the Indenture or any other agreement or
instrument to which the Company [or the Guarantor] is a party and the Company
delivers an Officers' Certificate and an Opinion of Counsel each stating that
such conditions have been complied with and if in either case the Company [or
the Guarantor] shall also pay or cause to be paid all other sums payable
hereunder by the Company [or the Guarantor], then this Indenture shall cease to
be of further effect (except as to any surviving rights of registration of
transfer or exchange of such Securities herein expressly provided for and rights
to receive payments of principal of, and premium, if any, and interest on, such
Securities) with respect to the Securities of such series, and the Trustee, on
demand of the Company [or the Guarantor], shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture.

            (b) Subject to Sections 402(c), 403 and 407, the Company at any time
may terminate, with respect to Securities of a particular series, (i) all the
Company's [and the Guarantor's] obligations under the Securities of such series
and this Indenture with respect to the Securities of such series ("legal
defeasance option") or (ii) the Company's [and the Guarantor's] obligations with
respect to the Securities of such series under Section 1006 and 1007 and, to the
extent specified pursuant to Section

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                                                                              52


301, any other covenant applicable to the Securities of such series ("covenant
defeasance option"). The Company [or the Guarantor] may exercise its legal
defeasance option notwithstanding the prior exercise of the covenant defeasance
option.

            If the Company exercises the legal defeasance option, payment of the
Securities of the defeased series may not be accelerated because of an Event of
Default. If the Company exercises the covenant defeasance option, payment of the
Securities may not be accelerated because of an Event of Default specified in
Section 501(4) to the extent it relates to Section 1006 or 1007.

            Upon satisfaction of the conditions set forth herein and upon
request of the Company [or the Guarantor], the Trustee shall acknowledge in
writing the discharge of those obligations that the Company terminates.

            (c) Notwithstanding clause (a) above and the exercise of the legal
defeasance option in clause (b) above, the Company's [and the Guarantor's]
obligations in Sections 305, 306, 405, 406, 407, 607, 701 and 1002 shall survive
until the Securities of the defeased series have been paid in full. Thereafter,
the Company's [and the Guarantor's] obligations in Sections 607, 405 and 406
shall survive.

            SECTION 403. CONDITIONS OF DEFEASANCE. The Company may exercise the
legal defeasance option or the covenant defeasance option with respect to
Securities of a particular series only if:

            (1) the Company [or the Guarantor] irrevocably deposits in trust
      with the Trustee money or U.S. Government Obligations for the payment of
      principal of, and premium, if any, and interest on, the Securities of such
      series to maturity or redemption, as the case may be;

            (2) the Company [or the Guarantor] delivers to the Trustee a
      certificate from a nationally recognized firm of independent public
      accountants expressing their opinion that the payments of principal and
      interest when due and without reinvestment on the deposited U.S.
      Government Obligations plus any deposited money without investment will
      provide cash at such times and in such

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                                                                              53


      amounts as will be sufficient to pay the principal, premium, if any, and
      interest when due on all the Securities of such series to maturity or
      redemption, as the case may be;

            (3) 91 days pass after the deposit is made and during the 91-day
      period no Default specified in Section 501(5) or (6) with respect to the
      Company occurs which is continuing at the end of the period;

            (4) no Default has occurred and is continuing on the date of such
      deposit and after giving effect thereto;

            (5) the deposit does not constitute a default under any other
      agreement binding on the Company [or the Guarantor];

            (6) the Company [or the Guarantor] delivers to the Trustee an
      Opinion of Counsel to the effect that the trust resulting from the deposit
      does not constitute, or is qualified as, a regulated investment company
      under the Investment Company Act of 1940;

            (7) in the event of the legal defeasance option, the Company [or the
      Guarantor] shall have delivered to the Trustee an Opinion of Counsel
      stating that (i) the Company has received from the Internal Revenue
      Service a ruling, or (ii) since the date of this Indenture there has been
      a change in the applicable Federal income tax law, in either case to the
      effect that, and based thereon such Opinion of Counsel shall confirm that,
      the Holders of Securities of such series will not recognize income, gain
      or loss for Federal income tax purposes as a result of such defeasance and
      will be subject to Federal income tax on the same amounts, in the same
      manner and at the same times as would have been the case if such
      defeasance had not occurred;

            (8) in the event of the covenant defeasance option, the Company [or
      the Guarantor] shall have delivered to the Trustee an Opinion of Counsel
      to the

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      effect that the Holders of Securities of such series will not recognize
      income, gain or loss for Federal income tax purposes as a result of such
      covenant defeasance and will be subject to Federal income tax on the same
      amounts, in the same manner and at the same times as would have been the
      case if such covenant defeasance had not occurred; and

            (9) the Company [or the Guarantor] delivers to the Trustee an
      Officers' Certificate and an Opinion of Counsel, each stating that all
      conditions precedent to the defeasance and discharge of the Securities of
      such series as contemplated by this Article Four have been complied with.

            Before or after a deposit, the Company [or the Guarantor] may make
arrangements satisfactory to the Trustee for the redemption of Securities of
such series at a future date in accordance with Article Eleven.

            SECTION 404. APPLICATION OF TRUST MONEY. The Trustee shall hold in
trust money or U.S. Government Obligations deposited with it pursuant to this
Article Four. It shall apply the deposited money and the money from U.S.
Government Obligations through any paying agent and in accordance with this
Indenture to the payment of principal of, and premium, if any, and interest on,
the Securities of the defeased series.

            SECTION 405. REPAYMENT TO COMPANY [OR GUARANTOR]. The Trustee and
any paying agent shall promptly turn over to the Company [or the Guarantor] upon
request any excess money or securities held by them at any time.

            Subject to any applicable abandoned property law, the Trustee and
any paying agent shall pay to the Company [or the Guarantor] upon request any
money held by them for the payment of principal, premium or interest that
remains unclaimed for two years, and, thereafter, Holders entitled to such money
must look to the Company [or the Guarantor] for payment as general creditors and
all liability of the Trustee or such paying agent with respect to such money
shall thereupon cease.

            SECTION 406. INDEMNITY FOR U.S. GOVERNMENT OBLIGATIONS. The Company
[and the Guarantor (without

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duplication)] shall pay and shall indemnify the Trustee and the Holders against
any tax, fee or other charge imposed on or assessed against deposited U.S.
Government Obligations or the principal and interest received on such U.S.
Government Obligations.

            SECTION 407. REINSTATEMENT. If the Trustee or any paying agent is
unable to apply any money or U.S. Government Obligations in accordance with this
Article Four by reason of any legal proceeding or by reason of any order or
judgment of any court or government authority enjoining, restraining or
otherwise prohibiting such application, the Company's [and the Guarantor's]
obligations under this Indenture and the Securities of the defeased series shall
be revived and reinstated as though no deposit had occurred pursuant to this
Article Four until such time as the Trustee or any paying agent is permitted to
apply all such money or U.S. Government Obligations in accordance with this
Article Four.

                                  ARTICLE FIVE

                                    REMEDIES

            Section 501. EVENTS OF DEFAULT. "Event of Default", wherever used
herein, means with respect to any series of Securities 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), unless such event is either inapplicable
to a particular series or it is specifically deleted or modified in the
supplemental indenture creating such series of Securities or in the form of
Security for such series:

            (1) default in the payment of any interest upon any Security of that
      series when it becomes due and payable, and continuance of such default
      for a period of 30 days; or

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            (2) default in the payment of the principal of (or premium, if any,
      on) any Security of that series at its Maturity; or

            (3) default in the payment of any sinking or purchase fund or
      analogous obligation when the same becomes due by the terms of the
      Securities of such series; or

            (4) default in the performance, or breach, of any covenant or
      warranty of the Company [or the Guarantor] in this Indenture in respect of
      the Securities of such series (other than a covenant or warranty in
      respect of the Securities of such series a default in the performance of
      which or the breach of which is else where in this Section specifically
      dealt with), all of such covenants and warranties in the Indenture which
      are not expressly stated to be for the benefit of a particular series of
      Securities being deemed in respect of the Securities of all series for
      this purpose, and continuance of such default or breach for a period of 90
      days after there has been given, by registered or certified mail, to the
      Company [and the Guarantor] by the Trustee or to the Company[, the
      Guarantor] and the Trustee by the Holders of at least 25% in principal
      amount of the Outstanding Securities of such series, a written notice
      specifying such default or breach and requiring it to be remedied and
      stating that such notice is a "Notice of Default" hereunder; or

            (5) with respect to any series of Securities issued or guaranteed
       by the Guarantor, the Guarantor's consolidation or amalgamation with
       or merger into any other Person or conveyance or transfer of its
       properties and assets substantially as an entirety to any Person,
       unless:

                  (A) the Person formed by such consolidation or amalgamation
       or into which the Guarantor is merged or the Person which acquires by
       conveyance or transfer the properties and assets of the Guarantor
       substantially as an entirety shall be a corporation or limited
       liability company organized and existing under the laws of the United
       States of America, any State thereof, the District of Columbia or
       Bermuda, and shall expressly assume, by an indenture supplemental
       hereto, executed by the successor Person and the Company and delivered
       to the Trustee, in form satisfactory to the Trustee, the due and
       punctual payment of the principal of (and premium, if any) and
       interest on all the Securities and the performance of every covenant
       of this Indenture on the part of the Guarantor to be performed or
       observed;

                  (B) 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

                  (C) either the Guarantor or the successor Person has
       delivered to the Trustee an Officers' Certificate and an Opinion of
       Counsel each stating that such consolidation, amalgamation, merger,
       conveyance or transfer and such supplemental indenture comply with
       this Article and that all conditions precedent herein provided for
       relating to such transaction have been complied with,

and continuance of any failure to comply with the conditions set forth under
items (A), (B) or (C) of this paragraph (5) for a period of 90 days after there
has been given, by registered or certified mail, to the Guarantor by the Trustee
or to the Guarantor and the Trustee by the Holders of at least 25% in principal
amount of the Outstanding Securities of such series, a written notice specifying
such failure to comply and requiring it to be remedied and stating that such
notice is a "Notice of Default" hereunder; or


            (6) the entry of an order for relief against the Company [or the
      Guarantor] under the Federal Bankruptcy Code by a court having
      jurisdiction in the premises or a decree or order by a court having
      jurisdiction in the premises adjudging the Company [or the Guarantor] a
      bankrupt or insolvent under any other applicable Federal, State or foreign
      law, or the entry of a decree or order approving as properly filed a
      petition seeking reorganization, arrangement, adjustment or composition of
      or in respect of the Company [or the Guarantor] under the Federal
      Bankruptcy Code or any other

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                                                                              57


      applicable Federal, State or foreign law (other than a reorganization
      under a foreign law that does not relate to insolvency), or appointing a
      receiver, liquidator, assignee, trustee, sequestrator (or other similar
      official) of the Company [or the Guarantor] or of any substantial part of
      its property, or ordering the winding up or liquidation of its affairs,
      and the continuance of any such decree or order unstayed and in effect for
      a period of 60 consecutive days; or

            (7) the consent by the Company [or the Guarantor] to the institution
      of bankruptcy or insolvency proceedings against it, or the filing by it of
      a petition or answer or consent seeking reorganization or relief under the
      Federal Bankruptcy Code or any other applicable Federal, State or foreign
      law (other than a reorganization under a foreign law that does not relate
      to insolvency), or the consent by it to the filing of any such petition or
      to the appointment of a receiver, liquidator, assignee, trustee,
      sequestrator (or other similar official) of the Company [or the Guarantor]
      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
      taking of corporate action by the Company [or the Guarantor] in
      furtherance of any such action; or

            (8) any other Event of Default provided in the supplemental
      indenture under which such series of Securities is issued or in the form
      of Security for such series.

            Section 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.
If an Event of Default described in paragraph (1), (2), (3), (4), (5) or (8)
(if the Event of Default under paragraph (4), (5) or (8) is with respect to
less than all series of Securities then Outstanding) of Section 501 occurs
and is continuing with respect to any series, then and in each and every such
case, unless the principal of all the Securities of such series shall have
already become due and payable, either the Trustee or the Holders of not less
than 25% in aggregate principal amount of the Securities of such series then
Outstanding hereunder (each such series acting as a separate class), by
notice in writing to the Company [and the Guarantor] (and to the Trustee if
given by

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Holders), may declare the principal amount (or, if the Securities of such
series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of that series) of all the Securities
of such series then Outstanding and all accrued interest thereon to be due
and payable immediately, and upon any such declaration the same shall become
and shall be immediately due and payable, anything in this Indenture or in
the Securities of such series contained to the contrary notwithstanding. If
an Event of Default described in paragraph (4), (5) or (8) (if the Event of
Default under paragraph (4), (5) or (8) is with respect to all series of
Securities then Outstanding), (6) or (7) of Section 501 occurs and is
continuing, then and in each and every such case, unless the principal of all
the Securities shall have already become due and payable, either the Trustee
or the Holders of not less than 25% in aggregate principal amount of all the
Securities then Outstanding hereunder (treated as one class), by notice in
writing to the Company [and the Guarantor] (and to the Trustee if given by
Holders), may declare the principal amount (or, if any Securities are
Original Issue Discount Securities, such portion of the principal amount as
may be specified in the terms thereof) of all the Securities then Outstanding
and all accrued interest thereon, if any, to be due and payable immediately,
and upon any such declaration the same shall become and shall be immediately
due and payable, anything in this Indenture or in the Securities contained to
the contrary notwithstanding.

            At any time after such a declaration of acceleration has been made
with respect to the Securities of any series 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 principal amount of the
Outstanding Securities of such series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if

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

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                                                                              59


                  (A) all overdue installments of interest on the Securities of
            such series,

                  (B) the principal of (and premium, if any, on) any Securities
            of such series which have become due otherwise than by such
            declaration of acceleration, and interest thereon at the rate or
            rates prescribed therefor by the terms of the Securities of such
            series, to the extent that payment of such interest is lawful,

                  (C) interest upon overdue installments of interest at the rate
            or rates prescribed therefor by the terms of the Securities of such
            series to the extent that payment of such interest is lawful, and

                  (D) 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 all other amounts due the
            Trustee under Section 607;

and

            (2) all Events of Default with respect to such series of Securities,
      other than the nonpayment of the principal of the Securities of such
      series which have become due solely by such 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 [and the Guarantor each] covenants that if

            (1) default is made in the payment of any installment of interest on
      any Security of any series when such interest becomes due and payable, or

            (2) default is made in the payment of the principal of (or premium,
      if any, on) any Security at the Maturity thereof, or

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                                                                              60


            (3) default is made in the payment of any sinking or purchase fund
      or analogous obligation when the same becomes due by the terms of the
      Securities of any series,

and any such default continues for any period of grace provided with respect to
the Securities of such series, the Company [or the Guarantor, as the case may
be,] will, upon demand of the Trustee, pay to it, for the benefit of the Holder
of any such Security (or the Holders of any such series in the case of Clause
(3) above), the whole amount then due and payable on any such Security (or on
the Securities of any such series in the case of Clause (3) above) for principal
(and premium, if any) and interest, with interest, to the extent that payment of
such interest shall be legally enforceable, upon the overdue principal (and
premium, if any) and upon overdue installments of interest, at such rate or
rates as may be prescribed therefor by the terms of any such Security (or of
Securities of any such series in the case of Clause (3) above); 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 and all other
amounts due the Trustee under Section 607.

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

            If an Event of Default with respect to any series of Securities
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

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                                                                              61


such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.

            Section 504. TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company[, Guarantor] or any other obligor upon the
Securities or the property of the Company [, Guarantor] or of such other obligor
or their creditors, the Trustee (irrespective of whether the principal of the
Securities shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand
on the Company [or the Guarantor] for the payment of overdue principal or
interest) shall be entitled and empowered, by intervention in such proceedings
or otherwise,

            (i) to file and prove a claim for the whole amount of principal (and
      premium, if any) and interest owing and unpaid in respect of the
      Securities and to file such other papers or documents as may be necessary
      and advisable in order to have the claims of the Trustee (including any
      claim for the reasonable compensation, expenses, disbursements and
      advances of the Trustee, its agents and counsel and all other amounts due
      the Trustee under Section 607) and of the Securityholders allowed in such
      judicial proceeding, and

            (ii) to collect and receive any moneys or other property payable or
      deliverable on any such claims and to distribute the same;

and any receiver, assignee, trustee, liquidator, sequestrator (or other similar
official) in any such judicial proceeding is hereby authorized by each
Securityholder to make such payment to the Trustee and in the event that the
Trustee shall consent to the making of such payments directly to the
Securityholders, to pay to the

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Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

            Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Securityholder any
plan or 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 Securityholder in any such proceeding.

            Section 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES. All rights of action and claims under this Indenture or the
Securities of any series may be prosecuted and enforced by the Trustee without
the possession of any of the Securities of such series 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 agent and
counsel, be for the ratable benefit of the Holders of the Securities of the
series in respect of which such judgment has been recovered.

            Section 506. APPLICATION OF MONEY COLLECTED. Any money collected by
the Trustee with respect to a series of Securities pursuant to this Article
shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal
(or premium, if any) or interest, upon presentation of the Securities of such
series 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 upon the
Securities of that series for principal (and premium, if any) and interest, in
respect of which or for the benefit of which such money has been collected,
ratably, without preference or priority of any kind,

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                                                                              63


according to the amounts due and payable on such Securities for principal (and
premium, if any) and interest, respectively.

            THIRD: To the Company [or the Guarantor or both, as they are
entitled].

            Section 507. LIMITATION ON SUITS. No Holder of any Security of any
series shall have any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture, or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless

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

            (2) the Holders of not less than 25% in principal amount of the
      Outstanding Securities of such series shall have made written request to
      the Trustee to institute proceedings in respect of such Event of Default
      in its own name as Trustee hereunder;

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

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

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

it being understood and intended that no one or more Holders of Securities of
such series shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice

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                                                                              64


the rights of any other Holders of Securities of such series, or to obtain or to
seek to obtain priority or preference over any other such Holders or to enforce
any right under this Indenture, except in the manner herein provided and for the
equal and proportionate benefit of all the Holders of all Securities of such
series.

            Section 508. UNCONDITIONAL RIGHT OF SECURITY HOLDERS TO RECEIVE
PRINCIPAL, PREMIUM AND INTEREST. Not withstanding any other provisions in this
Indenture, the Holder of any Security shall have the right, which is absolute
and unconditional, to receive payment of the principal of (and premium, if any)
and (subject to Section 307) interest on such Security on the respective Stated
Maturities expressed in such Security (or, in the case of redemption or
repayment, on the Redemption Date or Repayment Date, as the case may be) and to
institute suit for the enforcement of any such payment, and such right shall not
be impaired without the consent of such Holder.

            Section 509. RESTORATION OF RIGHTS AND REMEDIES. If the Trustee or
any Securityholder has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned for
any reason, then and in every such case the Company, [the Guarantor,] the
Trustee and the Securityholders shall, subject to any determination in such
proceeding, be restored severally and respectively to their former positions
hereunder, and thereafter all rights and remedies of the Trustee and the
Securityholders shall continue as though no such proceeding had been instituted.

            Section 510. RIGHTS AND REMEDIES CUMULATIVE. No right or remedy
herein conferred upon or reserved to the Trustee or to the Securityholders 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

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                                                                              65


Security 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 Securityholders may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by the
Securityholders, as the case may be.

            Section 512. CONTROL BY SECURITYHOLDERS. 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 that

            (1) the Trustee shall have the right to decline to follow any such
      direction if the Trustee, being advised by counsel, determines that the
      action so directed may not lawfully be taken or would conflict with this
      Indenture or if the Trustee in good faith shall, by a Responsible Officer,
      determine that the proceedings so directed would involve it in personal
      liability or be unjustly prejudicial to the Holders not taking part in
      such direction, and

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

            Section 513. WAIVER OF PAST DEFAULTS. The Holders of not less than a
majority in principal amount of the Outstanding Securities of any series may on
behalf of the Holders of all the Securities of such series waive any past
default hereunder with respect to such series and its consequences, except a
default not theretofore cured

            (1) in the payment of the principal of (or premium, if any) or
      interest on any Security of such series, or in the payment of any sinking
      or purchase fund or analogous obligation with respect to the Securities of
      such series, or

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                                                                              66


            (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.

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

            Section 514. UNDERTAKING FOR COSTS. All parties to this Indenture
agree, and each Holder of any Security by his acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken 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, 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 Trustee, to any suit instituted by any Securityholder, or
group of Securityholders, holding in the aggregate more than 10% in principal
amount of the Outstanding Securities of any series to which the suit relates, or
to any suit instituted by any Securityholder for the enforcement of the payment
of the principal of (or premium, if any) or interest on any Security on or after
the respective Stated Maturities expressed in such Security (or, in the case of
redemption or repayment, on or after the Redemption Date or Repayment Date).

            Section 515. WAIVER OF STAY OR EXTENSION LAWS. The Company [and the
Guarantor each] covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company [and the Guarantor each] (to the
extent that it may lawfully do so) hereby expressly

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                                                                              67


waives all benefit or advantage of any such law, and covenants that it will not
hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.

                                   ARTICLE SIX

                                   THE TRUSTEE

            Section 601. CERTAIN DUTIES AND RESPONSIBILITIES. (a) Except during
the continuance of an Event of Default with respect to any series of Securities,

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

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

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

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                                                                              68


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

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

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

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

            (4) no provision of this Indenture shall require the Trustee to
      expend or risk its own funds or otherwise incur any financial liability in
      the performance of any of its duties hereunder, or in the exercise of any
      of its rights or powers, if it shall have reasonable grounds for believing
      that repayment of such funds or adequate indemnity against such risk or
      liability is not reasonably assured to it.

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

            Section 602. NOTICE OF DEFAULTS. Within 90 days after the occurrence
of any default hereunder with respect to Securities of any series, the Trustee
shall transmit by mail to all Securityholders of such series, as their names and
addresses appear in the Security Register, notice of such default hereunder
known to the Trustee, unless such default shall have been cured or waived;
PROVIDED, HOWEVER,

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that, except in the case of a default in the payment of the principal of (or
premium, if any) or interest on any Security of such series or in the payment
of any sinking or purchase fund installment or analogous obligation with
respect to Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the
executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interests of the Securityholders of such series; and
PROVIDED, FURTHER, that in the case of any default of the character specified
in Section 501(4) or (5) with respect to Securities of such series no such
notice to Securityholders of such series shall be given until at least 90
days after the occurrence thereof. For the purpose of this Section, the term
"default", with respect to Securities of any series, 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. Except as otherwise provided
in Section 601:

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

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

            (c) whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or

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omitting any action hereunder, the Trustee (unless other evidence be herein
specifically prescribed) may, in the absence of bad faith on its part, rely upon
an Officers' Certificate;

            (d) the Trustee may consult with counsel of its selection and the
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;

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

            (f) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture or other paper or document, but the Trustee, in its discretion, may
make such further inquiry or investigation into such facts or matters as it may
see fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company [and the Guarantor], personally or by agent or attorney; and

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

            Section 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.
The recitals contained herein and in the Securities, except the certificates of
authentication, shall be taken as the statements of the Company [or the
Guarantor, as applicable], and the Trustee assumes no responsibility for their
correctness. The

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Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities. The Trustee shall not be accountable for the use
or application by the Company [or the Guarantor] of Securities or the proceeds
thereof.

            Section 605. MAY HOLD SECURITIES. The Trustee, any Paying Agent, the
Security Registrar or any other agent of the Company [or the Guarantor], in its
individual or any other capacity, may become the owner or pledgee of Securities
and, subject to Sections 608 and 613, may otherwise deal with the Company [or
the Guarantor] with the same rights it would have if it were not Trustee, Paying
Agent, Security Registrar or such other agent.

            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 [or the
Guarantor].

            Section 607. COMPENSATION AND REIMBURSEMENT. The Company [and the
Guarantor (without duplication)] agrees

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

            (2) except as otherwise expressly provided herein, to reimburse 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

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

            As security for the performance of the obligations of the Company
[and the Guarantor] under this Section the Trustee shall have a lien prior to
the Securities upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the payment of principal of (and premium,
if any) or interest on particular Securities.

            Section 608. DISQUALIFICATION; 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 during the period of
time provided for therein. In determining whether the Trustee has a conflicting
interest as defined in Section 310(b) of the Trust Indenture Act with respect to
the Securities of any series, there shall be excluded for purposes of the
conflicting interest provisions of such Section 310(b) the Securities of every
other series issued under this Indenture and every series of securities issued
under any other indentures if the requirements for such exclusion set forth in
section 310(b) of the Trust Indenture Act are met. Nothing herein shall prevent
the Trustee from filing with the Commission the application referred to in the
second to last paragraph of Section 310(b) of the Trust Indenture Act.

            Section 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. There shall at
all times be a Trustee hereunder with respect to each series of Securities,
which shall be a corporation organized and doing business under the laws of the
United States of America or of any State, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$50,000,000, and subject to supervision or examination by Federal or State
authority. If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section,

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the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee with respect to any series of
Securities shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

            Section 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. (a)
No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee under Section 611.

            (b) The Trustee may resign with respect to any series of Securities
at any time by giving written notice thereof to the Company [and the Guarantor].
If an instrument of acceptance by a successor Trustee 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.

            (c) The Trustee may be removed with respect to any series of
Securities at any time by Act of the Holders of a majority in principal amount
of the Outstanding Securities of that series, delivered to the Trustee and to
the Company [and the Guarantor]. If an instrument of acceptance by a successor
Trustee shall not have been delivered to the Trustee within 30 days after the
giving of such notice of removal, the removed Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

            (d) If at any time:

            (1) the Trustee shall fail to comply with Section 310(b) of the
      Trust Indenture Act pursuant to Section 608(a) with respect to any series
      of Securities after written request therefor by the Company[, by the
      Guarantor] or by any Securityholder who has been a bona

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      fide Holder of a Security of that series for at least 6 months, or

            (2) the Trustee shall cease to be eligible under Section 609 with
      respect to any series of Securities and shall fail to resign after written
      request therefor by the Company[, by the Guarantor] or by any such
      Securityholder, or

            (3) the Trustee shall become incapable of acting with respect to any
      series of Securities, or

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

then, in any such case, (i) the Company by a Board Resolution[, or the
Guarantor by a Guarantor's Board Resolution,] may remove the Trustee, with
respect to the series, or in the case of Clause (4), with respect to all series,
or (ii) subject to Section 514, any Securityholder who has been a bona fide
Holder of a Security of such series for at least 6 months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee with respect to the series, or, in the case of Clause (4), with respect
to all series.

            (e) If the Trustee shall resign, be removed or become incapable of
acting with respect to any series of Securities, or if a vacancy shall occur in
the office of the Trustee with respect to any series of Securities for any
cause, the Company, by a Board Resolution, shall promptly appoint a successor
Trustee for that series of Securities. If, within one year after such
resignation, removal or incapacity, or the occurrence of such vacancy, a
successor Trustee with respect to such series of Securities shall be appointed
by Act of the Holders of a majority in principal amount of the Outstanding
Securities of such series delivered to the Company[, the Guarantor] and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment, become the

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successor Trustee with respect to such series and supersede the successor
Trustee appointed by the Company with respect to such series. If no successor
Trustee with respect to such series shall have been so appointed by the Company
or the Securityholders of such series and accepted appointment in the manner
hereinafter provided, any Securityholder who has been a bona fide Holder of a
Security of that series for at least 6 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 such series.

            (f) The Company shall give notice of each resignation and each
removal of the Trustee with respect to any series and each appointment of a
successor Trustee with respect to any series by mailing written notice of such
event by first-class mail, postage prepaid, to the Holders of Securities of that
series as their names and addresses appear in the Security Register. Each notice
shall include the name of the successor Trustee and the address of its principal
Corporate Trust Office.

            Section 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. Every successor
Trustee appointed hereunder shall execute, acknowledge and deliver to the
Company[, the Guarantor] and to the predecessor Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the predecessor
Trustee shall become effective with respect to any series as to which it is
resigning or being removed as Trustee, and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the predecessor Trustee with respect to any such
series; but, on request of the Company[, the Guarantor] or the successor
Trustee, such predecessor Trustee shall, upon payment of its reasonable charges,
if any, execute and deliver an instrument transferring to such successor Trustee
all the rights, powers and trusts of the predecessor Trustee, and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such predecessor Trustee hereunder with respect to all or any such
series, subject nevertheless to its lien, if any, provided for in

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Section 607. Upon request of any such successor Trustee, the Company [and the
Guarantor] shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and
trusts.

            In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, [the
Guarantor,] the predecessor Trustee and each successor Trustee with respect to
the Securities of any applicable series shall execute and deliver an indenture
supplemental hereto which shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the predecessor Trustee with respect to the Securities of any series as to
which the predecessor Trustee is not being succeeded shall continue to be vested
in the predecessor Trustee, and shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the 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.

            No successor Trustee with respect to any series of Securities shall
accept its appointment unless at the time of such acceptance such successor
Trustee shall be qualified and eligible with respect to that series 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 of 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

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or any further act on the part of any of the parties hereto. In case any
Securities shall have been authenticated, but not delivered, by the Trustee then
in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

            Section 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. (a)
Subject to Subsection (b) of this Section, if the Trustee shall be or shall
become a creditor, directly or indirectly, secured or unsecured, of the Company
within 3 months prior to a default, as defined in Subsection (c) of this
Section, or subsequent to such a default, then, unless and until such default
shall be cured, the Trustee shall set apart and hold in a special account for
the benefit of the Trustee individually, the Holders of the Securities and the
holders of other indenture securities (as defined in Subsection (c) of this
Section):

            (1) an amount equal to any and all reductions in the amount due and
      owing upon any claim as such creditor in respect of principal or interest,
      effected after the beginning of such 3-month period and valid as against
      the Company and its other creditors, except any such reduction resulting
      from the receipt or disposition of any property described in paragraph (2)
      of this Subsection, or from the exercise of any right of set-off which the
      Trustee could have exercised if a petition in bankruptcy had been filed by
      or against the Company upon the date of such default; and

            (2) all property received by the Trustee in respect of any claim as
      such creditor, either as security therefor, or in satisfaction or
      composition thereof, or otherwise, after the beginning of such 3-month
      period, or an amount equal to the proceeds of any such property, if
      disposed of, subject, however, to the rights, if any, of the Company and
      its other creditors in such property or such proceeds.

Nothing herein contained, however, shall affect the right of the Trustee

                  (A) to retain for its own account

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            (i) payments made on account of any such claim by any Person (other
            than the Company) who is liable thereon, and (ii) the proceeds of
            the bona fide sale of any such claim by the Trustee to a third
            person, and (iii) distributions made in cash, securities or other
            property in respect of claims filed against the Company in
            bankruptcy or receivership or in proceedings for reorganization
            pursuant to the Federal Bankruptcy Act or applicable State law;

                  (B) to realize, for its own account, upon any property held by
            it as security for any such claim, if such property was so held
            prior to the beginning of such 3-month period;

                  (C) to realize, for its own account, but only to the extent of
            the claim hereinafter mentioned, upon any property held by it as
            security for any such claim, if such claim was created after the
            beginning of such 3-month period and such property was received as
            security therefor simultaneously with the creation thereof, and if
            the Trustee shall sustain the burden of proving that at the time
            such property was so received the Trustee had no reasonable cause to
            believe that a default as defined in Subsection (c) of this Section
            would occur within 3 months; or

                  (D) to receive payment on any claim referred to in paragraph
            (B) or (C), against the release of any property held as security for
            such claim as provided in paragraph (B) or (C), as the case may be,
            to the extent of the fair value of such property.

            For the purposes of paragraphs (B), (C) and (D), property
substituted after the beginning of such 3-month period for property held as
security at the time of such substitution shall, to the extent of the fair value
of the property released, have the same status as the property released, and, to
the extent that any claim referred to in

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any of such paragraphs is created in renewal of or in substitution for or for
the purpose of repaying or refunding any pre-existing claim of the Trustee as
such creditor, such claim shall have the same status as such pre-existing claim.

            If the Trustee shall be required to account, the funds and property
held in such special account and the proceeds thereof shall be apportioned
between the Trustee, the Securityholders and the holders of other indenture
securities in such manner that the Trustee, the Securityholders and the holders
of other indenture securities realize, as a result of payments from such
special account and payments of dividends on claims filed against the Company in
bankruptcy or receivership or in proceedings for reorganization pursuant to the
Federal Bankruptcy Act or applicable State law, the same percentage of their
respective claims, figured before crediting to the claim of the Trustee anything
on account of the receipt by it from the Company of the funds and property in
such special account and before crediting to the respective claims of the
Trustee and the Securityholders and the holders of other indenture securities
dividends on claims filed against the Company in bankruptcy or receivership or
in proceedings for reorganization pursuant to the Federal Bankruptcy Act or
applicable State law, but after crediting thereon receipts on account of the
indebtedness represented by their respective claims from all sources other than
from such dividends and from the funds and property so held in such special
account. As used in this paragraph, with respect to any claim, the term
"dividends" shall include any distribution with respect to such claim, in
bankruptcy or receivership or proceedings for reorganization pursuant to the
Federal Bankruptcy Act or applicable State law, whether such distribution is
made in cash, securities, or other property, but shall not include any such
distribution with respect to the secured portion, if any, of such claim. The
court in which such bankruptcy, receivership or proceedings for reorganization
is pending shall have jurisdiction (i) to apportion between the Trustee and the
Securityholders and the holders of other indenture securities in accordance with
the provisions of this paragraph, the funds and property held in such special
account and proceeds thereof, or (ii) in lieu of such apportionment, in whole or
in part, to give to the provisions of this paragraph due consideration in
determining the fairness of the distributions to be made to the Trustee and the
Securityholders and the holders of

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other indenture securities with respect to their respective claims, in which
event it shall not be necessary to liquidate or to appraise the value of any
securities or other property held in such special account or as security for any
such claim, or to make a specific allocation of such distributions as between
the secured and unsecured portions of such claims, or otherwise to apply the
provisions of this paragraph as a mathematical formula.

            Any Trustee which has resigned or been removed after the beginning
of such 3-month period shall be subject to the provisions of this Subsection as
though such resignation or removal had not occurred. If any Trustee has resigned
or been removed prior to the beginning of such 3-month period, it shall be
subject to the provisions of this Subsection if and only if the following
conditions exist:

                  (i) the receipt of property or reduction of claim, which would
            have given rise to the obligation to account, if such Trustee had
            continued as Trustee, occurred after the beginning of such 3-month
            period; and

                  (ii) such receipt of property or reduction of claim occurred
            within 3 months after such resignation or removal.

            (b) There shall be excluded from the operation of Subsection (a) of
this Section a creditor relationship arising from

            (1) the ownership or acquisition of securities issued under any
      indenture, or any security or securities having a maturity of one year or
      more at the time of acquisition by the Trustee;

            (2) advances authorized by a receivership or bankruptcy court of
      competent jurisdiction, or by this Indenture, for the purpose of
      preserving any property which shall at any time be subject to the lien of
      this Indenture or of discharging tax liens or other prior liens or
      encumbrances thereon, if notice of such

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      advances and of the circumstances surrounding the making thereof is given
      to the Securityholders at the time and in the manner provided in this
      Indenture;

            (3) disbursements made in the ordinary course of business in the
      capacity of trustee under an indenture, transfer agent, registrar,
      custodian, paying agent, fiscal agent or depositary, or other similar
      capacity;

            (4) an indebtedness created as a result of services rendered or
      premises rented; or an indebtedness created as a result of goods or
      securities sold in a cash transaction as defined in Subsection (c) of this
      Section;

            (5) the ownership of stock or of other securities of a corporation
      organized under the provisions of Section 25(a) of the Federal Reserve
      Act, as amended, which is directly or indirectly a creditor of the
      Company; or

            (6) the acquisition, ownership, acceptance or negotiation of any
      drafts, bills of exchange, acceptances or obligations which fall within
      the classification of self liquidating paper as defined in Subsection (c)
      of this Section.

            (c) For the purposes of this Section only:

            (1) The term "default" means any failure to make payment in full of
      the principal of or interest on any of the Securities or upon the other
      indenture securities when and as such principal or interest becomes due
      and payable.

            (2) The term "other indenture securities" means securities upon
      which the Company is an obligor outstanding under any other indenture (i)
      under which the Trustee is also trustee, (ii) which contains provisions
      substantially similar to the provisions of this Section, and (iii) under
      which a default exists at the time of the apportionment of the funds and
      property held in such special account.

            (3) The term "cash transaction" means any transaction in which full
      payment for goods or

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      securities sold is made within 7 days after delivery of the goods or
      securities in currency or in checks or other orders drawn upon banks or
      bankers and payable upon demand.

            (4) The term "self-liquidating paper" means any draft, bill of
      exchange, acceptance or obligation which is made, drawn, negotiated or
      incurred by the Company for the purpose of financing the purchase,
      processing, manufacturing, shipment, storage or sale of goods, wares or
      merchandise and which is secured by documents evidencing title to,
      possession of, or a lien upon, the goods, wares or merchandise or the
      receivables or proceeds arising from the sale of the goods, wares or
      merchandise previously constituting the security, provided the security is
      received by the Trustee simultaneously with the creation of the creditor
      relationship with the Company arising from the making, drawing,
      negotiating or incurring of the draft, bill of exchange, acceptance or
      obligation.

            (5) The term "Company" means any obligor upon the Securities.

            Section 614. APPOINTMENT OF AUTHENTICATING AGENT. At any time when
any of the Securities remain Outstanding the Trustee, with the approval of the
Company, 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 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

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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
an Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and, if other than the Company itself, 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 the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, 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, if other than the Company, 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, if other than
the Company, 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,
with the approval of the Company, may appoint a successor Authenticating Agent
which shall be acceptable to the Company and shall mail written notice of such
appointment by first-class mail, postage prepaid, to all Holders of Securities
of the series

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                                                                              84


with respect to which such Authenticating Agent will serve, as their names and
addresses appear in the Security Register. 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 Trustee agrees to pay to each Authenticating Agent (other than
an Authenticating Agent appointed at the request of the Company from time to
time) reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 607.

            If an appointment 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
alternate 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.

                                          [           ],
                                          as Trustee


                                                By:_____________________________
                                                   As Authenticating Agent

Dated:_______________
                                                By:_____________________________
                                                   Authorized Signatory

                                  ARTICLE SEVEN

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                      SECURITYHOLDERS' LISTS AND REPORTS BY
                        TRUSTEE[, GUARANTOR] AND COMPANY

            Section 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
SECURITYHOLDERS. The Company will furnish or cause to be furnished to the
Trustee

            (a) semi-annually, not more than 30 days after each Regular Record
      Date, in each year in such form as the Trustee may reasonably require, a
      list of the names and addresses of the Holders of Securities of such
      series as of such date, and

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

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

            Section 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO
SECURITYHOLDERS. (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders of Securities
contained in the most recent list furnished to the Trustee as provided in
Section 701 and the names and addresses of Holders of Securities received by the
Trustee in its capacity as Security Registrar. The Trustee may destroy any list
furnished to it as provided in Section 701 upon receipt of a new list so
furnished.

            (b) If 3 or more Holders of Securities of any series (hereinafter
referred to as "applicants") apply in writing to the Trustee, and furnish to the
Trustee reasonable proof that each such applicant has owned a Security of such
series for a period of at least 6 months preceding the date of such application,
and such application states that the applicants desire to communicate with other
Holders of Securities of such series or with the Holders of all Securities with
respect to their rights under this Indenture or under such Securities and is
accompanied by a copy of the form of proxy or other communication which such
applicants propose to transmit, then the Trustee shall, within 5 Business Days
after the receipt of such application, at its election, either

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

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

            If the Trustee shall elect not to afford such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder of a Security of such series or to all Security
holders, as the case may be, whose names and addresses appear in the information
preserved at the time by the Trustee in accordance with Section 702(a), a copy
of the form of proxy or other communication which is specified in such request,
with reasonable promptness after a tender to the Trustee of the material to be
mailed and of payment, or provision for the payment, of the reasonable expenses
of mailing, unless, within 5 days after such tender, the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interests of the Holders
of Securities of such series or all Securityholders, as the case may be, or
would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all the objections so sustained
have been met and shall enter an order so declaring, the Trustee shall mail
copies of such material to

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all Securityholders of such series or all Securityholders, as the case may be,
with reasonable promptness after the entry of such order and the renewal of such
tender; otherwise the Trustee shall be relieved of any obligation or duty to
such applicants respecting their application.

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

            Section 703. REPORTS BY TRUSTEE. (a) The term "reporting date" as
used in this Section means [        ] of each year. Within 60 days after the
reporting date in each year, beginning in 200_, the Trustee shall transmit by
mail to all Securityholders, as their names and addresses appear in the Security
Register, a brief report dated as of such reporting date with respect to any of
the following events which may have occurred during the 12 months preceding the
date of such report (but if no such event has occurred within such period no
report need be transmitted):

            (1) any change to its eligibility under Section 609 and its
      qualifications under Section 608;

            (2) the creation of or any material change to a relationship
      specified in Section 310(b)(1) through Section 310(b)(10) of the Trust
      Indenture Act;

            (3) the character and amount of any advances (and if the Trustee
      elects so to state, the circumstances surrounding the making thereof) made
      by the Trustee (as such) which remain unpaid on the date of such report,
      and for the reimbursement of which it claims or may claim a lien or
      charge, prior to that of Securities of any series, on any property or
      funds held or collected

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      by it as Trustee, except that the Trustee shall not be required (but may
      elect) to report such advances if such advances so remaining unpaid
      aggregate not more than [1/2 of 1%] of the principal amount of the
      Securities of such series outstanding on the date of such report;

            (4) any change to the amount, interest rate and maturity date of all
      other indebtedness owing by the Company (or by any other obligor on the
      Securities) to the Trustee in its individual capacity, on the date of such
      report, with a brief description of any property held as collateral
      security therefor, except an indebtedness based upon a creditor
      relationship arising in a manner described in Section 613(b)(2), (3), (4)
      or (6);

            (5) any change to the property and funds, if any, physically in the
      possession of the Trustee as such on the date of such report;

            (6) any additional issue of Securities which the Trustee has not
      previously reported; and

            (7) any action taken by the Trustee in the performance of its duties
      hereunder which it has not previously reported and which in its opinion
      materially affects the Securities, except action in respect of a default,
      notice of which has been or is to be withheld by the Trustee in accordance
      with Section 602.

            (b) The Trustee shall transmit by mail to all Securityholders, as
their names and addresses appear in the Security Register, a brief report with
respect to the character and amount of any advances (and if the Trustee elects
so to state, the circumstances surrounding the making thereof) made by the
Trustee (as such) since the date of the last report transmitted pursuant to
Subsection (a) of this Section (or if no such report has yet been so
transmitted, since the date of execution of this instrument) for the
reimbursement of which it claims or may claim a lien or charge, prior to that of
the Securities of any series, on property or funds held or collected by it as
Trustee, and which it has not previously reported pursuant to this Subsection,
except that the Trustee shall not be required (but may elect) to report such
advances if such advances

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remaining unpaid at any time aggregate [  ]% or less of the principal amount of
the Securities Outstanding of such series at such time, such report to be
transmitted within 90 days after such time.

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

            Section 704. REPORTS BY COMPANY [AND GUARANTOR]. The Company [and
the Guarantor each] will:

            (1) file with the Trustee, within 30 days after the Company [or the
      Guarantor] is required to file the same with the Commission, copies of the
      annual reports and of the information, documents and other reports (or
      copies of such portions of any of the foregoing as the Commission may from
      time to time by rules and regulations prescribe) which the Company [or the
      Guarantor] may be required to file with the Commission pursuant to Section
      13 or Section 15(d) of the Securities Exchange Act of 1934; or, if
      [neither] the Company [nor the Guarantor] is [not] required to file
      information, documents or reports pursuant to either of said Sections,
      then [it] [the Guarantor] will file with the Trustee and the Commission,
      in accordance with rules and regulations prescribed from time to time by
      the Commission, such of the supplementary and periodic information,
      documents and reports which may be required pursuant to Section 13 of the
      Securities Exchange Act of 1934 in respect of a security listed and
      registered on a national securities exchange as may be prescribed from
      time to time in such rules and regulations;

            (2) file with the Trustee and the Commission, in accordance with
      rules and regulations prescribed from time to time by the Commission, such
      additional information, documents and reports with respect to

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      compliance by the Company [or the Guarantor] with the conditions and
      covenants of this Indenture as may be required from time to time by such
      rules and regulations; and

            (3) transmit by mail to all Securityholders, as their names and
      addresses appear in the Security Register, within 30 days after the filing
      thereof with the Trustee, such summaries of any information, documents and
      reports required to be filed by the Company [or the Guarantor] pursuant to
      paragraphs (1) and (2) of this Section as may be required by rules and
      regulations prescribed from time to time by the Commission.

                                  ARTICLE EIGHT

           CONSOLIDATION, AMALGAMATION, MERGER, CONVEYANCE OR TRANSFER

            Section 801. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.
The Company shall not consolidate or amalgamate with or merge into any other
Person or convey or transfer its properties and assets substantially as an
entirety to any Person, unless:

            (1) the Person formed by such consolidation or amalgamation or into
      which the Company is merged or the Person which acquires by conveyance or
      transfer the properties and assets of the Company substantially as an
      entirety shall be a corporation or limited liability company organized and
      existing under the laws of the United States of America, any State
      thereof, the District of Columbia or Bermuda, and shall expressly assume,
      by an indenture supplemental hereto, executed by the successor Person [and
      the Guarantor] and delivered to the Trustee, in form satisfactory to the
      Trustee, the due and punctual payment of the principal of (and premium, if
      any) and interest on all the Securities and the performance 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,

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                                                                              91


      after notice or lapse of time, or both, would become an Event of Default,
      shall have happened and be continuing; and

            (3) either the Company or the successor Person has delivered to the
      Trustee an Officers' Certificate and an Opinion of Counsel each stating
      that such consolidation, amalgamation, merger, conveyance or transfer and
      such supplemental indenture comply with this Article and that all
      conditions precedent herein provided for relating to such transaction have
      been complied with.

            Section 802. SUCCESSOR PERSON SUBSTITUTED FOR COMPANY. Upon any
consolidation, amalgamation or merger, or any conveyance or transfer 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
amalgamation or into which the Company is merged or to which such conveyance or
transfer 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. In the event
of any such conveyance or transfer, the Company as the predecessor corporation
may be dissolved, wound up or liquidated at any time thereafter.


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            [Section 803. SUCCESSOR PERSON SUBSTITUTED FOR GUARANTOR. Upon any
consolidation, amalgamation or merger, or any conveyance or transfer of the
properties and assets of the Guarantor substantially as an entirety, whether
or not such event gives rise to an Event of Default under Section 501(5), the
successor Person formed by such consolidation or amalgamation or into which
the Guarantor is merged or to which such conveyance or transfer is made shall
succeed to, and be substituted for, and may exercise every right and power
of, the Guarantor under this Indenture with the same effect as if such
successor Person had been named as the Guarantor herein. In the event of any
such conveyance or transfer, the Guarantor as the predecessor corporation may
be dissolved, wound up or liquidated at any time thereafter.]

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

            Section 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
SECURITYHOLDERS. Without the consent of the Holders of any Securities, the
Company, when authorized by a

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Board Resolution, [the Guarantor, when authorized by a Guarantor's 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 evidence the succession of another Person to the Company
      [or the Guarantor], and the assumption by any such successor of the
      covenants of the Company [or the Guarantor] herein and in the Securities
      contained; or

            (2) to add to the covenants of the Company [or the Guarantor], or to
      surrender any right or power herein conferred upon the Company [or the
      Guarantor], for the benefit of the Holders of the Securities of any or all
      series (and if such covenants or the surrender of such right or power are
      to be for the benefit of less than all series of Securities, stating that
      such covenants are expressly being included or such surrenders are
      expressly being made solely for the benefit of one or more specified
      series); or

            (3) to cure any ambiguity, to correct or supplement any provision
      herein which may be inconsistent with any other provision herein, or to
      make any other provisions with respect to matters or questions arising
      under this Indenture; or

            (4) to add to this Indenture such provisions as may be expressly
      permitted by the TIA, excluding, however, the provisions referred to in
      Section 316(a)(2) of the TIA as in effect at the date as of which this
      instrument was executed or any corresponding provision in any similar
      federal statute hereafter enacted; or

            (5) to establish any form of Security, as provided in Article Two,
      and to provide for the issuance of any series of Securities as provided in
      Article Three and to set forth the terms thereof, and/or to add to the
      rights of the Holders of the Securities of any series; or

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            (6) to evidence and provide for the acceptance of appointment by
      another corporation as a successor Trustee hereunder with respect to one
      or more series of Securities 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 Section 611; or

            (7) to add any additional Events of Default in respect of the
      Securities of any or all series (and if such additional Events of Default
      are to be in respect of less than all series of Securities, stating that
      such Events of Default are expressly being included solely for the benefit
      of one or more specified series); or

            (8) to provide for the issuance of Securities in coupon as well as
      fully registered form.

            No supplemental indenture for the purposes identified in Clauses
(2), (3), (5) or (7) above may be entered into if to do so would adversely
affect the interest of the Holders of Securities of any series.

            Section 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF
SECURITYHOLDERS. With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture or indentures, by Act of said Holders delivered to the
Company[, the Guarantor] and the Trustee, the Company, when authorized by a
Board Resolution, [the Guarantor, when authorized by a Guarantor's Board
Resolution,] and the Trustee may enter into an indenture or indentures supple
mental 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 the Securities of each 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 Maturity of the principal of, or the Stated Maturity
      of any premium on, or any installment of interest on, any Security, or
      reduce the

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                                                                              95


      principal amount thereof or the interest or any premium thereon, or change
      the method of computing the amount of principal thereof or interest
      thereon on any date or change any Place of Payment where, or the coin or
      currency in which, any Security or any premium or interest thereon is
      payable, or impair the right to institute suit for the enforcement of any
      such payment on or after the Maturity or the Stated Maturity, as the case
      may be, thereof (or, in the case of redemption or repayment, on or after
      the Redemption Date or the Repayment Date, as the case may be); or

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

            (3) modify any of the provisions of this Section or Section 513,
      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.

            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 Securityholders 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

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                                                                              96


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 (subject to Section 601) shall be fully protected in relying upon, 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
(except to the extent required in the case of a supplemental indenture entered
into under Section 901(4) or 901(6)) 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 to the extent provided therein.

            Section 905. CONFORMITY WITH TRUST INDENTURE ACT. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the TIA as then in effect.

            Section 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.
Securities authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Trustee,
bear a notation in form approved by the Trustee as to any matter provided for in
such supplemental indenture. If the Company shall so determine, new Securities
so modified as to conform, in the opinion of the Trustee and the Board of
Directors, to any such supplemental indenture may be prepared and executed by
the Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities.

                                   ARTICLE TEN

                                    COVENANTS

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                                                                              97


            Section 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. With
respect to each series of Securities, the Company will duly and punctually pay
the principal of (and premium, if any) and interest on such Securities in
accordance with their terms and this Indenture, and will duly comply with all
the other terms, agreements and conditions contained in, or made in the
Indenture for the benefit of, the Securities of such series.

            Section 1002. MAINTENANCE OF OFFICE OR AGENCY. The Company will
maintain an office or agency in each Place of Payment where Securities may be
presented or surrendered for payment, where Securities may be surrendered for
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served. The Company will
give prompt written notice to the Trustee of the location, and of any change in
the location, of such office or agency. If at any time the Company shall fail to
maintain such 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 principal Corporate Trust Office of the Trustee, and the
Company hereby appoints the Trustee its agent to receive all such presentations,
surrenders, notices and demands.

            [The Guarantor will maintain an office or agency in each Place of
Payment where Securities to which the Guarantee applies may be presented or
surrendered for payment pursuant to the Guarantee and where notices and demands
to or upon the Guarantor in respect of the Guarantee and this Indenture may be
served. The Guarantor will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Guarantor shall fail to maintain any such office or agency or shall
fail to furnish the Trustee with the address thereof, such presentations,
surrenders and demands may be made or served at the Principal Corporate Trust
Office of the Trustee, and the Guarantor hereby appoints the Trustee as its
agent to receive all such presentations, surrenders and demands.]

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                                                                              98


            Section 1003. MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST. If
the Company shall at any time act as its own Paying Agent for any series of
Securities, it will, on or before each due date of the principal of (and
premium, if any) or interest on, any of the Securities of such series, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay the principal (and premium, if any) or interest so becoming
due until such sums shall be paid to such Persons or otherwise disposed of as
herein provided, and will promptly notify the Trustee of its action or failure
to act.

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

            The Company will cause each Paying Agent other than the Trustee for
any series of Securities to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will

            (1) hold all sums held by it for the payment of principal of (and
      premium, if any) or interest on Securities of such series in trust for the
      benefit of the Persons entitled thereto until such sums shall be paid to
      such Persons or otherwise disposed of as herein provided;

            (2) give the Trustee notice of any default by the Company (or any
      other obligor upon the Securities of such series) in the making of any
      such payment of principal (and premium, if any) or interest on the
      Securities of such series; and

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

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      by such Paying Agent.

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

            Any money deposited with the Trustee or any Paying Agent, or then
held by the Company [or the Guarantor], in trust for the payment of the
principal of (and premium, if any) or interest on any Security of any series and
remaining unclaimed for two years after such principal (and premium, if any) or
interest has become due and payable shall be paid to the Company on Company
Request[(or if deposited by the Guarantor, paid to the Guarantor upon Guarantor
Request)], or (if then held by the Company [or the Guarantor]) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as
an unsecured general creditor, look only to the Company [and the Guarantor] for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease. The Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company [and the
Guarantor] mail to the Holders of the Securities as to which the money to be
repaid was held in trust, as their names and addresses appear in the Security
Register, a notice that such moneys remain unclaimed and that, after a date
specified in the notice, which shall not be less than 30 days from the date on
which the notice was first mailed

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                                                                             100


to the Holders of the Securities as to which the money to be repaid was held in
trust, any unclaimed balance of such moneys then remaining will be paid to the
Company [or the Guarantor, as the case may be,] free of the trust formerly
impressed upon it.

            The Company initially authorizes the Trustee to act as Paying Agent
for the Securities on its behalf. The Company may at any time and from time to
time authorize one or more Persons to act as Paying Agent in addition to or in
place of the Trustee with respect to any series of Securities issued under this
Indenture.

            Section 1004. STATEMENT AS TO COMPLIANCE. The Company [and the
Guarantor each] will deliver to the Trustee, within 120 days after the end of
each fiscal year, a written statement signed by the principal executive officer,
principal financial officer or principal accounting officer of the Company [or
the Guarantor, as the case may be], stating that

            (1) a review of the activities of the Company [or the Guarantor, as
      the case may be,] during such year and of its performance under this
      Indenture and under the terms of the Securities has been made under his
      supervision; and

            (2) to the best of his knowledge, based on such review, the Company
      [or the Guarantor, as the case may be,] has complied with all conditions
      and covenants under this Indenture through such year, or, if there has
      been a default in the fulfillment of any such obligation, specifying each
      such default known to him and the nature and status thereof.

            For purposes of this Section 1004, compliance shall be determined
without regard to any grace period or requirement of notice provided pursuant to
the terms of this Indenture.

            Section 1005. CORPORATE EXISTENCE. Subject to Article Eight [each
of] the Company [and the Guarantor] will

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do or cause to be done all things necessary to preserve and keep in full force
and effect its corporate existence.

            Section 1006. LIMITATION ON LIENS. So long as any Securities are
Outstanding, [the Company will not,] [neither the Company nor the Guarantor
will,] nor will it permit any of its [respective] Subsidiaries to create,
assume, incur or suffer to exist (i) any Lien upon any stock or indebtedness of
any Subsidiary, whether owned on the date of this Indenture or hereafter
acquired, to secure any Debt of the Company[, the Guarantor] or any other Person
(other than the Securities), and (ii) any Lien upon any other Property, whether
owned or leased on the date of this Indenture, or thereafter acquired, to secure
any Debt of the Company[, the Guarantor] or any other person (other than the
Securities) without in any such case making effective provision whereby all of
the Securities Outstanding shall be directly secured equally and ratably with
such Debt, excluding, however, from the operation of the foregoing provisions of
this Section 1006 any Lien existing on the date of this Indenture or any Lien
upon stock or indebtedness or other Property of any Person existing at the time
such Person becomes a Subsidiary, or existing upon stock or indebtedness of a
Subsidiary or any other Property at the time of acquisition of such stock or
indebtedness or other Property, and any extension, renewal or replacement (or
successive extensions, renewals or replacements) in whole or in part of any such
Lien; PROVIDED, however, that the principal amount of Debt secured thereby shall
not exceed the principal amount of Debt so secured at the time of such
extension, renewal or replacement; and PROVIDED further, that such Lien shall be
limited to all or such part of the stock or indebtedness or other Property which
secured the Lien so extended, renewed or replaced.

            Notwithstanding the foregoing, [each of] the Company [and the
Guarantor] may, and may permit any Subsidiary to, create, assume, incur or
suffer to exist (i) any Permitted Liens and (ii) any Lien upon any Property
without equally and ratably securing the Securities if the aggregate amount of
all Debt then outstanding secured by such Lien and all similar Liens does not
exceed 15% of the total consolidated stockholders' equity (including preferred
stock) of the [Company] [Guarantor] as shown on the audited consolidated balance
sheet contained in the latest annual report to stockholders of the [Company]
[Guarantor];

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                                                                             102


PROVIDED that Debt secured by Permitted Liens shall not be included in the
amount of such secured Debt.

            Section 1007. LIMITATION ON SALE AND LEASEBACK TRANSACTIONS. So long
as any Securities are Outstanding [the Company will not,] [neither the Company
nor the Guarantor will,] nor will it permit any of its [respective] Subsidiaries
to, enter into any arrangement with any Person pursuant to which the Company[,
the Guarantor] or any Subsidiary leases any Property that has been or is to be
sold or transferred by the Company[, the Guarantor] or the Subsidiary to such
Person (a "sale and leaseback transaction") unless (i) the Company[, the
Guarantor] or such Subsidiary would be entitled to secure the Property to be
leased (without equally and ratably securing the Securities Outstanding) in an
amount equal to the present value of the lease payments with respect to the term
of the lease remaining on the date as of which the amount is being determined
under the provisions described in Section 1006; (ii) the lease is for a term,
including renewals at the option of the lessee, of not more than five years;
(iii) the lease is between the Company[, the Guarantor] [and] [or] a Subsidiary
or between Subsidiaries; and (iv) the lease is of Property executed by the time
of, or within 12 months after the latest of, the acquisition, the completion of
construction or improvement, or the commencement of commercial operation of the
Property.

            Section 1008. WAIVER OF CERTAIN COVENANTS. The Company [or the
Guarantor or both] may omit in respect of any series of Securities, in any
particular instance, to comply with any covenant or condition set forth in
Section 1006, if before or after the time for such compliance the Holders of at
least a majority in principal amount of the Securities at the time Outstanding
of such series shall, by Act of such Securityholders, either waive such
compliance in such instance or generally waive compliance with such covenant or
condition, but no such waiver shall extend to or affect such covenant or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company [and the Guarantor] and the
duties of the Trustee in

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respect of any such covenant or condition shall remain in full force and effect.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

            Section 1101. APPLICABILITY OF ARTICLE. The Company may reserve the
right to redeem and pay before Stated Maturity all or any part of the Securities
of any series, either by optional redemption, sinking or purchase fund or
analogous obligation or otherwise, by provision therefor in the form of Security
for such series established and approved pursuant to Section 202 and on such
terms as are specified in such form or in the Board Resolution or indenture
supplemental hereto with respect to Securities of such series as provided in
Section 301. Redemption of Securities of any series shall be made in accordance
with the terms of such Securities and, to the extent that this Article does not
conflict with such terms, the succeeding Sections of this Article.

            Section 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE. The election of
the Company to redeem any Securities redeemable at the election of the Company
shall be evidenced by, or made pursuant to authority granted by, a Board
Resolution. In case of any redemption at the election of the Company of any
Securities of any series, 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 and of
the principal amount of Securities of such series to be redeemed.

            In the case of any redemption of Securities (i) prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, or (ii) pursuant to an election of
the Company which is subject to a condition specified in the terms of such
Securities, 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 like tenor and terms of any series are to be
redeemed, the

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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 include provision for the
selection for redemption of portions of the principal of Securities of such
series of a denomination larger than the minimum authorized denomination for
Securities of that series. Unless otherwise provided in the terms of a
particular series of Securities, the portions of the principal of Securities so
selected for partial redemption shall be equal to the minimum authorized
denomination of the Securities of such series, or an integral multiple thereof,
and the principal amount which remains outstanding shall not be less than the
minimum authorized denomination for Securities of such series. If less than all
the Securities of unlike tenor and terms of a series are to be redeemed, the
particular Securities to be redeemed shall be selected by the Company.

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

            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 Security redeemed or to be redeemed only in part, to the
portion of the principal of such Security 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;

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                                                                             105


            (2) the Redemption Price;

            (3) if less than all Outstanding Securities of any series are to be
      redeemed, the identification, including CUSIP Numbers (and, in the case of
      partial redemption, the respective principal amounts) of the Securities to
      be redeemed, from the Holder to whom the notice is given;

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

            (5) the place where such Securities are to be surrendered for
      payment of the Redemption Price, which shall be the office or agency of
      the Company in the Place of Payment; and

            (6) that the redemption is on account of a sinking or purchase fund,
      or other analogous obligation, if that be the case.

            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. Such notice shall be
deemed to have been given to each Holder if sent in accordance with Section 105
hereof.

            Section 1105. DEPOSIT OF REDEMPTION PRICE. On or prior to 10:00 a.m.
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 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 and from and after such date (unless the Company shall default
in the payment of the Redemption Price) such Securities shall cease to bear
interest. Upon surrender of such Securities for redemption in accordance with
the

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notice, such Securities shall be paid by the Company at the Redemption Price.
Installments of interest the Stated Maturity of which is on or prior to the
Redemption Date shall be payable to the Holders of such Securities registered as
such on the relevant Regular 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 shall, until paid, bear interest
from the Redemption Date at the rate borne by the Security, or as otherwise
provided in such Security.

            Section 1107. SECURITIES REDEEMED IN PART. Any Security which is to
be redeemed only in part shall be surrendered at the office or agency of the
Company in the Place of Payment with respect to that series (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 Stated Maturity and of like tenor and terms, 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.

            Section 1108. PROVISIONS WITH RESPECT TO ANY SINKING FUNDS. Unless
the form or terms of any series of Securities shall provide otherwise, in lieu
of making all or any part of any mandatory sinking fund payment with respect to
such series of Securities in cash, the Company may at its option (1) deliver to
the Trustee for cancellation any Securities of such series theretofore acquired
by the Company, or (2) receive credit for any Securities of such series (not
previously so credited) acquired by the Company and theretofore delivered to the
Trustee for cancellation or redeemed by the Company other than through the
mandatory sinking fund, and if it does so then (i) Securities so delivered or
credited shall be credited at the applicable

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sinking fund Redemption Price with respect to Securities of such series, and
(ii) on or before the 60th day next preceding each sinking fund Redemption Date
with respect to such series of Securities, the Company will deliver to the
Trustee (A) an Officers' Certificate specifying the portions of such sinking
fund payment to be satisfied by payment of cash and by delivery or credit of
Securities of such series acquired by the Company or so redeemed, and (B) such
Securities so acquired, to the extent not previously surrendered. Such Officers'
Certificate shall also state the basis for such credit and that the Securities
for which the Company elects to receive credit have not been previously so
credited and were not redeemed by the Company through operation of the mandatory
sinking fund, if any, provided with respect to such Securities and shall also
state that no Event of Default with respect to Securities of such series has
occurred and is continuing. All Securities so delivered to the Trustee shall be
canceled by the Trustee and no Securities shall be authenticated in lieu
thereof.

            If the sinking fund payment or payments (mandatory or optional) with
respect to any series of Securities made in cash plus any unused balance of any
preceding sinking fund payments with respect to Securities of such series made
in cash shall exceed $50,000 (or a lesser sum if the Company shall so request),
unless otherwise provided by the terms of such series of Securities, that cash
shall be applied by the Trustee on the sinking fund Redemption Date with respect
to Securities of such series next following the date of such payment to the
redemption of Securities of such series at the applicable sinking fund
Redemption Price with respect to Securities of such series, together with
accrued interest, if any, to the date fixed for redemption, with the effect
provided in Section 1106. The Trustee shall select, in the manner provided in
Section 1103, for redemption on such sinking fund Redemption Date a sufficient
principal amount of Securities of such series to utilize that cash and shall
thereupon cause notice of redemption of the Securities of such series for the
sinking fund to be given in the manner provided in Section 1104 (and with the
effect provided in Section 1106) for the redemption of Securities in part at the
option of the Company. Any sinking fund moneys not so applied or allocated by
the Trustee to the redemption of Securities of such series shall be added to the
next cash sinking fund payment with respect to Securities of such series
received by the Trustee and, together with such

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payment, shall be applied in accordance with the provisions of this Section
1108. Any and all sinking fund moneys with respect to Securities of any series
held by the Trustee at the Maturity of Securities of such series, and not held
for the payment or redemption of particular Securities of such series, shall be
applied by the Trustee, together with other moneys, if necessary, to be
deposited sufficient for the purpose, to the payment of the principal of the
Securities of such series at Maturity.

            On or before each sinking fund Redemption Date provided with respect
to Securities of any series, the Company shall pay to the Trustee in cash a sum
equal to all accrued interest, if any, to the date fixed for redemption on
Securities to be redeemed on such sinking fund Redemption Date pursuant to this
Section 1108.

                                [ARTICLE TWELVE]

                            [GUARANTEE OF SECURITIES]

            [SECTION 1201. GUARANTEE. The Guarantor hereby fully and
unconditionally guarantees to each Holder of a Security of each series issued by
the Company, authenticated and delivered by the Trustee, the due and punctual
payment of the principal (including any amount due in respect of any Original
Issue Discount Security) of and any premium and interest on such Security, and
the due and punctual payment of any sinking fund payments provided for pursuant
to the terms of such Security, when and as the same shall become due and
payable, whether at the Stated Maturity, by declaration of acceleration, call
for redemption, early repayment or otherwise, in accordance with the terms of
such Security and this Indenture. The Guarantor hereby agrees that in the event
of an Event of Default its obligations hereunder shall be as if it were a
principal debtor and not merely a surety, and shall be absolute and
unconditional, irrespective of, and shall be unaffected by, any invalidity,
irregularity or unenforceability of any Security of any series or this
Indenture, any failure to enforce the provisions of any Security of any series
or this Indenture,

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                                                                             109


any waiver, modification or indulgence granted to the Company with respect
thereto by the Holder of any Security of any series or the Trustee, or any other
circumstances which may otherwise constitute a legal or equitable discharge of a
surety or guarantor; provided, however, that, notwithstanding the foregoing, no
such waiver, modification or indulgence shall, without the consent of the
Guarantor, increase the principal amount of any Security or the interest rate
thereon or increase any premium payable upon redemption thereof. The Guarantor
hereby waives diligence, presentment, demand of payment, filing of claims with a
court in the event of merger or bankruptcy of the Company, any right to require
a proceeding first against the Company, the benefit of discussion, protest or
notice with respect to any Security or the indebtedness evidenced thereby or
with respect to any sinking fund payment required pursuant to the terms of such
Security issued under this Indenture and all demands whatsoever, and covenants
that this Guarantee will not be discharged with respect to such Security except
by payment in full of the principal thereof and any premium and interest thereon
or as provided in Article Four or Section 802. If any Holder or the Trustee is
required by any court or otherwise to return to the Company, the Guarantor, or
any custodian, trustee, liquidator or other similar official acting in relation
to the Company or the Guarantor any amount paid by the Company or the Guarantor
to the Trustee or such Holder, this Guarantee to the extent theretofore
discharged, shall be reinstated in full force and effect. The Guarantor further
agrees that, as between the Guarantor, on the one hand, and the Holders and the
Trustee, on the other hand, the Maturity of the obligations guaranteed hereby
may be accelerated as provided in Article Five hereof for the purposes of this
Guarantee, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations guaranteed hereby.

            The Guarantor also agrees, to pay any and all reasonable costs and
expenses (including reasonable attorneys' fees and expenses) incurred by the
Trustee or any Holders in enforcing any rights under this Guarantee.

            The Guarantor hereby waives any right of set off which the Guarantor
may have against the Holder of any Security in respect of any amounts which are
or may become payable by such Holder to the Company.

<Page>
                                                                             110


            The Guarantor shall be subrogated to all rights of the Holders of
any series of Securities and the Trustee against the Company in respect of any
amounts paid to such Holders and the Trustee by the Guarantor pursuant to the
provisions of the Guarantee; provided, however, that the Guarantor shall not be
entitled to enforce or to receive any payments arising out of or based upon,
such right of subrogation until the principal of, premium, if any, and interest,
if any, on all of the Securities of such series shall have been paid in full.

            No past, present or future stockholder, officer, director, employee
or incorporator of the Guarantor shall have any personal liability under the
Guarantees set forth in this Section 1201 by reason of his, her or its status as
such stockholder, officer, director, employee or incorporator.

            The Guarantee set forth in this Section 1201 shall not be valid or
become obligatory for any purpose with respect to any Security until the
certificate of authentication on such Security shall have been signed by or on
behalf of the Trustee.]

            [SECTION 1202. EXECUTION OF NOTATIONS OF GUARANTEE. To evidence its
Guarantee to the Holders specified in Section 1201, the Guarantor hereby agrees
to execute the notation of the Guarantee in substantially the form set forth in
Section 205 to be endorsed on each Security authenticated and delivered by the
Trustee. The Guarantor hereby agrees that its Guarantee set forth in Section
1201 shall remain in full force and effect notwithstanding any failure to
endorse on any Security a notation of such Guarantee. Each such notation of
Guarantee shall be signed on behalf of the Guarantor by any proper officer of
the Guarantor prior to the authentication of the Security on which it is
endorsed, and the delivery of such Security by the Trustee, after the due
authentication thereof by the Trustee hereunder, shall constitute due delivery
of the Guarantee on behalf of the Guarantor. Such signatures upon the notation
of the Guarantee may be manual

<Page>
                                                                             111


or facsimile signatures of any present, past or future proper officer of the
Guarantor and may be imprinted or otherwise reproduced below the notation of the
Guarantee, and in case any such proper officer of the Guarantor who shall have
signed the notation of the Guarantee shall cease to be such officer before the
Security on which such notation is endorsed shall have been authenticated and
delivered by the Trustee or disposed of by the Company, such Security
nevertheless may be authenticated and delivered or disposed of as though the
person who signed the notation of the Guarantee had not ceased to be such
officer of the Guarantor.]

<Page>
                                                                             112


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

                                        WHITE MOUNTAINS INSURANCE GROUP,
                                        LTD.

                                        by

                                             Name:
                                             Title:


                                        FUND AMERICAN COMPANIES, INC.,

                                        by

                                             Name:
                                             Title:


                                        BANK ONE, NATIONAL ASSOCIATION,

                                        by

                                             Name:
                                             Title: