<PAGE>


                                                                     EXHIBIT 4.4

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

                             EVEREST RE GROUP, LTD.

                                       to

                              JPMORGAN CHASE BANK,
                                   as Trustee

                                   ----------

                          JUNIOR SUBORDINATED INDENTURE

                                   ----------

                          Dated as of ________ __, 200_

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

<PAGE>


                                TABLE OF CONTENTS

<TABLE>
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ARTICLE ONE         DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.......................1

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

  Section 102.        Compliance Certificate and Opinions........................................10

  Section 103.        Forms of Documents Delivered to Trustee....................................11

  Section 104.        Acts of Holders............................................................11

  Section 105.        Notices, Etc. to Trustee and Company.......................................13

  Section 106.        Notice to Holders; Waiver..................................................14

  Section 107.        Conflict with Trust Indenture Act..........................................14

  Section 108.        Effect of Headings and Table of Contents...................................14

  Section 109.        Successors and Assigns.....................................................14

  Section 110.        Separability Clause........................................................15

  Section 111.        Benefits of Indenture......................................................15

  Section 112.        Governing Law..............................................................15

  Section 113.        Non-Business Days..........................................................15

  Section 114.        Indenture and Securities Solely Corporate Obligations......................15

  Section 115.        Submission to Jurisdiction.................................................16

ARTICLE TWO         SECURITY FORMS...............................................................16

  Section 201.        Forms Generally............................................................16

  Section 202.        Form of Face of Security...................................................17

  Section 203.        Form of Reverse of Security................................................20

  Section 204.        Additional Provisions Required in Global Security..........................23

  Section 205.        Form of Trustee's Certificate of Authentication............................23

ARTICLE THREE       THE SECURITIES...............................................................24

  Section 301.        Title and Terms............................................................24

  Section 302.        Denominations..............................................................27

  Section 303.        Execution, Authentication, Delivery and Dating.............................27

  Section 304.        Temporary Securities.......................................................28

  Section 305.        Global Securities..........................................................28

  Section 306.        Registration, Transfer and Exchange Generally..............................30

  Section 307.        Mutilated, Destroyed, Lost and Stolen Securities...........................31
</TABLE>

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                                TABLE OF CONTENTS
                                   (continued)

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  Section 308.        Payment of Interest and Additional Interest; Interest Rights Preserved.....32

  Section 309.        Persons Deemed Owners......................................................33

  Section 310.        Cancellation...............................................................33

  Section 311.        Computation of Interest....................................................34

  Section 312.        Deferrals of Interest Payment Dates........................................34

  Section 313.        Right of Set-Off...........................................................35

  Section 314.        Agreed Tax Treatment.......................................................35

  Section 315.        Shortening of Stated Maturity..............................................36

  Section 316.        CUSIP Numbers..............................................................36

ARTICLE FOUR        SATISFACTION AND DISCHARGE...................................................36

  Section 401.        Satisfaction and Discharge of Indenture....................................36

  Section 402.        Application of Trust Money.................................................38

ARTICLE FIVE        REMEDIES.....................................................................38

  Section 501.        Events of Default..........................................................38

  Section 502.        Acceleration of Maturity; Rescission and Annulment.........................39

  Section 503.        Collection of Indebtedness and Suits for Enforcement by Trustee............41

  Section 504.        Trustee May File Proofs of Claim...........................................42

  Section 505.        Trustee May Enforce Claim Without Possession of Securities.................42

  Section 506.        Application of Money Collected.............................................42

  Section 507.        Limitation on Suits........................................................43

  Section 508.        Unconditional Right of Holders to Receive Principal, Premium, Interest and
                      Additional Amounts; Direct Action by Holders of Preferred Securities.......43

  Section 509.        Restoration of Rights and Remedies.........................................44

  Section 510.        Rights and Remedies Cumulative.............................................44

  Section 511.        Delay or Omission Not Waiver...............................................44

  Section 512.        Control by Holders.........................................................45

  Section 513.        Waiver of Past Defaults....................................................45
</TABLE>

                                       -ii-

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                                TABLE OF CONTENTS
                                   (continued)

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  Section 514.        Undertaking for Costs......................................................46

  Section 515.        Waiver of Usury, Stay or Extension Laws....................................46

ARTICLE SIX         THE TRUSTEE..................................................................46

  Section 601.        Certain Duties and Responsibilities........................................46

  Section 602.        Notice of Defaults.........................................................46

  Section 603.        Certain Rights of Trustee..................................................47

  Section 604.        Not Responsible for Recitals or Issuance of Securities.....................48

  Section 605.        May Hold Securities........................................................48

  Section 606.        Money Held in Trust........................................................48

  Section 607.        Compensation and Reimbursement.............................................49

  Section 608.        Disqualification; Conflicting Interests....................................49

  Section 609.        Corporate Trustee Required; Eligibility....................................50

  Section 610.        Resignation and Removal; Appointment of Successor..........................50

  Section 611.        Acceptance of Appointment by Successor.....................................51

  Section 612.        Merger, Conversion, Consolidation or Succession to Business................52

  Section 613.        Preferential Collection of Claims Against Company..........................53

  Section 614.        Appointment of Authenticating Agent........................................53

ARTICLE SEVEN       HOLDER'S LISTS AND REPORTS BY TRUSTEE AND COMPANY............................54

  Section 701.        Company to Furnish Trustee Names and Addresses of Holders..................54

  Section 702.        Preservation of Information, Communications to Holders.....................55

  Section 703.        Reports by Trustee.........................................................55

  Section 704.        Reports by Company.........................................................55

ARTICLE EIGHT       CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE.........................56

  Section 801.        Company May Consolidate, Etc., Only on Certain Terms.......................56

  Section 802.        Successor Company Substituted..............................................56

ARTICLE NINE        SUPPLEMENTAL INDENTURES......................................................57

  Section 901.        Supplemental Indentures without Consent of Holders.........................57
</TABLE>

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                                TABLE OF CONTENTS
                                   (continued)

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  Section 902.        Supplemental Indentures with Consent of Holders............................58

  Section 903.        Execution of Supplemental Indentures.......................................59

  Section 904.        Effect of Supplemental Indentures..........................................60

  Section 905.        Conformity with Trust Indenture Act........................................60

  Section 906.        Reference in Securities to Supplemental Indentures.........................60

ARTICLE TEN         COVENANTS....................................................................60

  Section 1001.       Payment of Principal, Premium and Interest.................................60

  Section 1002.       Maintenance of Office or Agency............................................60

  Section 1003.       Money for Security Payments to be Held in Trust............................61

  Section 1004.       Statement as to Compliance.................................................62

  Section 1005.       Waiver of Certain Covenants................................................62

  Section 1006.       Additional Sums............................................................62

  Section 1007.       Additional Covenants.......................................................63

  Section 1008.       Original Issue Discount....................................................64

  Section 1009.       Additional Amounts.........................................................64

ARTICLE ELEVEN      REDEMPTION OF SECURITIES.....................................................66

  Section 1101.       Applicability of This Article..............................................66

  Section 1102.       Election to Redeem; Notice to Trustee......................................66

  Section 1103.       Selection of Securities to be Redeemed.....................................67

  Section 1104.       Notice of Redemption.......................................................67

  Section 1105.       Deposit of Redemption Price................................................68

  Section 1106.       Payment of Securities Called for Redemption................................69

  Section 1107.       Right of Redemption of Securities Initially Issued to an Issuer Trust......69

ARTICLE TWELVE      SINKING FUNDS................................................................70

  Section 1201.       Applicability of Article...................................................70

  Section 1202.       Satisfaction of Sinking Fund Payments with Securities......................70

  Section 1203.       Redemption of Securities for Sinking Fund..................................70

ARTICLE THIRTEEN    DEFEASANCE AND COVENANT DEFEASANCE...........................................72
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                                TABLE OF CONTENTS
                                   (continued)

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  Section 1301.       Company's Option to Effect Defeasance or Covenant Defeasance...............72

  Section 1302.       Defeasance and Discharge...................................................72

  Section 1303.       Covenant Defeasance........................................................72

  Section 1304.       Conditions to Defeasance or Covenant Defeasance............................73

  Section 1305.       Deposited Money and Government Obligations to Be Held in Trust;
                      Miscellaneous Provisions ..................................................74

  Section 1306.       Reinstatement..............................................................75

  Section 1307.       Qualifying Trustee.........................................................76

ARTICLE FOURTEEN    SUBORDINATION OF SECURITIES..................................................76

  Section 1401.       Securities Subordinate to Senior Indebtedness..............................76

  Section 1402.       No Payment When Senior Indebtedness in Default; Payment Over of Proceeds
                      Upon Dissolution, Etc......................................................76

  Section 1403.       Payment Permitted If No Default............................................78

  Section 1404.       Subrogation to Rights of Holders of Senior Indebtedness....................78

  Section 1405.       Provisions Solely to Define Relative Rights................................78

  Section 1406.       Trustee to Effectuate Subordination........................................79

  Section 1407.       No Waiver of Subordination Provisions......................................79

  Section 1408.       Notice to Trustee..........................................................79

  Section 1409.       Reliance on Judicial Order or Certificate of Liquidating Agent.............80

  Section 1410.       Trustee Not Fiduciary for Holders of Senior Indebtedness...................80

  Section 1411.       Rights of Trustee as Holder of Senior Indebtedness; Preservation of
                      Trustee's Rights ..........................................................81

  Section 1412.       Article Applicable to Paying Agents........................................81
</TABLE>

                                       -v-

<PAGE>


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

                             RECITALS OF THE COMPANY

        WHEREAS, the Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its junior
subordinated debt securities in series (hereinafter called the "Securities") of
substantially the tenor hereinafter provided, including Securities issued to
evidence loans made to the Company of the proceeds from the issuance from time
to time by one or more business trusts (each an "Issuer Trust") of undivided
preferred beneficial interests in the assets of such Issuer Trusts (the
"Preferred Securities") and undivided common beneficial interests in the assets
of such Issuer Trusts (the "Common Securities" and, collectively with the
Preferred Securities, the "Trust Securities"), and to provide the terms and
conditions upon which the Securities are to be authenticated, issued and
delivered; and

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

        NOW THEREFORE, this Indenture Witnesseth:

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

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101.    Definitions.

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

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

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

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

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

                                        1

<PAGE>

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

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

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

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

        "Additional Amounts" has the meaning specified in Section 1009.

        "Additional Interest" means the interest, if any, that shall accrue on
any interest on the Securities of any series the payment of which has not been
made on the applicable Interest Payment Date and which shall accrue at the rate
per annum specified or determined as specified in such Security.

        "Additional Sums" has the meaning specified in Section 1006.

        "Additional Taxes" means, in the case of Securities of a series
initially issued to an Issuer Trust, taxes, duties or other governmental charges
imposed on the Issuer Trust as a result of a Tax Event (which, for the sake of
clarity, does not include amounts required to be deducted or withheld by the
Issuer Trust from payments made by the Issuer Trust to or for the benefit of the
Holder of, or any Person that acquires a beneficial interest in, the
Securities).

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

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

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

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

        "Bankruptcy Code" means Title 11 of the United States Code or any
successor statute thereto, in each case as amended from time to time.

                                        2

<PAGE>

        "Board of Directors" means 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 any day other than (i) a Saturday or Sunday, (ii) a
day on which banking institutions in The City of New York are authorized or
required by law or executive order to remain closed, or (iii) a day on which the
Corporate Trust Office of the Trustee, or, with respect to the Securities of a
series initially issued to an Issuer Trust for so long as such Securities are
held by such Issuer Trust, the "Corporate Trust Office" (as defined in the
related Trust Agreement) of the Property Trustee or the Delaware Trustee under
the related Trust Agreement, is closed for business.

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

        "Common Securities" has the meaning specified in the first recital of
this Indenture.

        "Common Stock" means the common stock, par value $0.01 per share, of the
Company.

        "company" includes a corporation, association, company, limited
liability company, joint-stock company or business trust.

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

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

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

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

        "Debt" means, with respect to any Person, whether recourse is to all or
a portion of the assets of such Person and whether or not contingent and without
duplication, (i) every obligation of such Person for money borrowed; (ii) every
obligation of such Person evidenced by bonds, debentures, notes or other similar
instruments, including obligations incurred in connection with the acquisition
of property, assets or businesses; (iii) every reimbursement obligation of such

                                        3

<PAGE>

Person with respect to letters of credit, bankers' acceptances or similar
facilities issued for the account of such Person; (iv) every obligation of such
Person issued or assumed as the deferred purchase price of property or services
(but excluding trade accounts payable or accrued liabilities arising in the
ordinary course of business); (v) every capital lease obligation of such Person;
(vi) all indebtedness of the Company, whether incurred on or prior to the date
of this Indenture or thereafter incurred, for claims in respect of derivative
products, including interest rate, foreign exchange rate and commodity forward
contracts, options and swaps and similar arrangements; (vii) every obligation of
the type referred to in Clauses (i) through (vi) of another Person and all
dividends of another Person the payment of which, in either case, such Person
has guaranteed or is responsible or liable for, directly or indirectly, as
obligor or otherwise; and (viii) any renewals, extensions, refundings,
amendments or modifications of any obligation of the type referred to in Clauses
(i) through (vii).

        "Defaulted Interest" has the meaning specified in Section 308.

        "Defeasance" has the meaning specified in Section 1302.

        "Delaware Trustee" means, with respect to any Issuer Trust, the Person
identified as the "Delaware Trustee" in the related Trust Agreement, solely in
its capacity as Delaware Trustee of such Issuer Trust under such Trust Agreement
and not in its individual capacity, or its successor in interest in such
capacity, or any successor Delaware trustee appointed as therein provided.

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

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

        "Distributions," with respect to the Trust Securities issued by an
Issuer Trust, means amounts payable in respect of such Trust Securities as
provided in the related Trust Agreement and referred to therein as
"Distributions."

        "Dollar" or "$" means the currency of the United States of America that,
as at the time of payment, is legal tender for the payment of public and private
debts.

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

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

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

        "Extension Period" has the meaning specified in Section 312.

                                        4

<PAGE>

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

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

        "Guarantee Agreement" means, with respect to any Issuer Trust, the
Guarantee Agreement executed by the Company for the benefit of the Holders of
the Preferred Securities issued by such Issuer Trust as modified, amended or
supplemented from time to time.

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

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

        "Interest Payment Date" means, as to each series of Securities, the
Stated Maturity of an installment of interest on such Securities.

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

         "Investment Company Event" means the receipt by an Issuer Trust of an
Opinion of Counsel experienced in such matters to the effect that, as a result
of the occurrence of a change in law or regulation or a written change
(including any announced prospective change) in interpretation or application of
law or regulation by any legislative body, court, governmental

                                        5

<PAGE>

agency or regulatory authority, there is more than an insubstantial risk that
such Issuer Trust is or will be considered an "investment company" that is
required to be registered under the Investment Company Act, which change or
prospective change becomes effective or would become effective, as the case may
be, on or after the date of the issuance of the Preferred Securities of such
Issuer Trust.

        "Issuer Trust" has the meaning specified in the first recital of this
Indenture.

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

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

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

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

        "Original Issue Date" means the date of issuance specified as such in
each Security.

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

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

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

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

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

                                        6

<PAGE>

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities that a Responsible Officer of the Trustee
knows to be so owned shall be so disregarded. Securities so owned that have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Trustee the pledgee's right so to act with respect to
such Securities and that the pledgee is not the Company or any other obligor
upon the Securities or any Affiliate of the Company or such other obligor. Upon
the written request of the Trustee, the Company shall furnish to the Trustee
promptly an Officers' Certificate listing and identifying all Securities, if
any, known by the Company to be owned or held by or for the account of the
Company, or any other obligor on the Securities or any Affiliate of the Company
or such obligor, and subject to the provisions of Section 601, the Trustee shall
be entitled to accept such Officers' Certificate as conclusive evidence of the
facts therein set forth and of the fact that all Securities not listed therein
are Outstanding for the purpose of any such determination. Notwithstanding
anything herein to the contrary, Securities of any series initially issued to an
Issuer Trust that are owned by such Issuer Trust shall be deemed to be
Outstanding notwithstanding the ownership by the Company or an Affiliate of any
beneficial interest in such Issuer Trust.

        "Paying Agent" means the Trustee or any Person authorized by the Company
to pay the principal of or any premium or interest on, or other amounts in
respect of, any Securities on behalf of the Company.

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

        "Place of Payment" means, with respect to the Securities of any series,
the place or places where the principal of and any premium and interest on and
any Additional Amounts with respect to the Securities of such series are payable
pursuant to Section 301.

        "Preferred Securities" has the meaning specified in the first recital of
this Indenture.

        "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security. For the purposes of this definition, any Security
authenticated and delivered under Section 307 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

        "Proceeding" has the meaning specified in Section 1402.

        "Property Trustee" means, with respect to any Issuer Trust, the Person
identified as the "Property Trustee" in the related Trust Agreement, solely in
its capacity as Property Trustee of

                                        7

<PAGE>

such Issuer Trust under such Trust Agreement and not in its individual capacity,
or its successor in interest in such capacity, or any successor property trustee
appointed as therein provided.

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

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

        "Regular Record Date" for the interest payable on any Interest Payment
Date with respect to the Securities of a series means, unless otherwise provided
pursuant to Section 301 with respect to Securities of such series, the date that
is fifteen days next preceding such Interest Payment Date (whether or not a
Business Day).

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

        "Rights Plan" means a plan of the Company providing for the issuance by
the Company to all holders of its Common Stock of rights entitling the holders
thereof to subscribe for or purchase shares of any class or series of capital
stock of the Company which rights (i) are deemed to be transferred with such
shares of such Common Stock, and (ii) are also issued in respect of future
issuances of such Common Stock, in each case until the occurrence of a specified
event or events.

        "Securities" or "Security" means any debt securities or debt security,
as the case may be, authenticated and delivered under this Indenture.

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

        "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 306.

        "Senior Indebtedness" means the principal of and any premium and
interest, if any (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company whether or
not such claim for post-petition interest is allowed in such proceeding) on all
Debt of the Company, whether incurred on or prior to the date of this Indenture
or thereafter incurred, unless, in the instrument creating or evidencing the
same or pursuant to which the same is outstanding, it is provided that such
obligations are not superior in right of payment to the Securities or to other
Debt that is pari passu with, or subordinated to, the Securities; provided,
however, that Senior Indebtedness shall not be deemed to include

                                        8

<PAGE>

(a) any Debt of the Company that, when incurred and without respect to any
election under Section 1111(b) of the Bankruptcy Reform Act of 1978, was without
recourse to the Company, (b) any Debt of the Company to any of its Subsidiaries,
(c) any Debt of the Company to any employee of the Company, (d) any Securities,
(e) trade accounts payable of the Company, and (f) accrued liabilities arising
in the ordinary course of business of the Company.

        "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 308.

        "Stated Maturity", when used with respect to any Security or any
installment of principal thereof or any premium or interest, including any
Additional Interest, thereon or any Additional Amounts with respect thereto,
means the date specified pursuant to the terms of such Security as the fixed
date on which the principal of such Security or such installment of principal or
any premium or interest, including any Additional Interest, is, or such
Additional Amounts are, due and payable, as such date may, in the case of the
stated maturity of the principal on any Security, be shortened or extended as
provided pursuant to the terms of such Security and this Indenture and, in the
case of any installment of interest, subject to the deferral of any such date in
the case of any Extension Period.

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

        "Successor Security" of any particular Security means every Security
issued after, and 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 307 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

        "Tax Event" means the receipt by an Issuer Trust of an Opinion of
Counsel experienced in such matters to the effect that, as a result of (a) any
amendment to or change (including any announced prospective change) in the laws
or any regulations thereunder of the United States or any political subdivision
or taxing authority thereof or therein, or (b) any judicial decision or any
official administrative pronouncement (including any private letter ruling,
technical advice memorandum or field service advice) or regulatory procedure (an
"Administrative Action"), regardless of whether such judicial decision or
Administrative Action is issued to or in connection with a proceeding involving
the Company or such Issuer Trust and whether or not subject to review or appeal,
which amendment, change, Administrative Action or decision is enacted,
promulgated or announced, in each case, on or after the date hereof, there is
more than an insubstantial risk that (i) such Issuer Trust is, or will be within
90 days of the date of such opinion, subject to United States Federal income tax
with respect to income received or accrued on the securities held by such Issuer
Trust, (ii) interest payable by the Company or original issue discount accruing
on such securities is not, or within 90 days of the date of such opinion, will
not be, deductible by the Company, in whole or in part, for United States
Federal income tax

                                        9

<PAGE>

purposes, or (iii) such Issuer Trust is, or will be within 90 days of the date
of such opinion, subject to more than a de minimis amount of other taxes, duties
or other governmental charges.

        "Trust Agreement" means, with respect to any Issuer Trust, the trust
agreement or other governing instrument of such Issuer Trust.

        "Trustee" means the Person named as the "Trustee" in the first paragraph
of this instrument, solely in its capacity as such and not in its individual
capacity, until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean or
include each Person who is then a Trustee hereunder and, if at any time there is
more than one such Person, "Trustee" as used with respect to the Securities of
any series shall mean the Trustee with respect to Securities of that series.

        "Trust Indenture Act" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbb), as amended and as in effect on the date as of this
Indenture, except as provided in Section 905.

        "Trust Securities" has the meaning specified in the first recital of
this Indenture.

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

Section 102.    Compliance Certificate and Opinions.

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

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

                (1)     a statement by each individual signing such certificate
or opinion that such individual 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 of such
individual contained in such certificate or opinion are based;

                                       10

<PAGE>

                (3)     a statement that, in the opinion of such individual, he
or she has made such examination or investigation as is necessary to enable him
or her 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 such
individual, such condition or covenant has been complied with.

Section 103.    Forms of Documents Delivered to Trustee.

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

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

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

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

Section 104.    Acts of Holders.

        (a)     Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given to or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly

                                       11

<PAGE>

provided, such action shall become effective when such instrument or instruments
is or are delivered to the Trustee, and, where it is hereby expressly required,
to the Company. Such instrument or instruments (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the "Act" of the
Holders signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 601) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section.

        (b)     The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by 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 or her the execution thereof.
Where such execution is by a Person acting in other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her authority.

        (c)     The fact and date of the execution by any Person of any such
instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner that the Trustee deems sufficient and in
accordance with such reasonable rules as the Trustee may determine.

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

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

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

                                       12

<PAGE>

record date, the proposed action by Holders and the applicable Expiration Date
to be given to the Trustee in writing and to each Holder of Securities of the
relevant series in the manner set forth in Section 106.

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

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

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

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

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

                                       13

<PAGE>

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

                (2)     the Company by the Trustee, any Holder or any holder of
Preferred Securities shall be sufficient for every purpose hereunder (except as
otherwise provided in Section 501) if in writing and mailed, first class,
postage prepaid, to the Company addressed to it at the address of its principal
office specified in the first paragraph of this instrument or at any other
address previously furnished in writing to the Trustee by the Company for such
purpose.

Section 106.    Notice to Holders; Waiver.

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

Section 107.    Conflict with Trust Indenture Act.

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

Section 108.    Effect of Headings and Table of Contents.

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

Section 109.    Successors and Assigns.

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

                                       14

<PAGE>

Section 110.    Separability Clause.

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

Section 111.    Benefits of Indenture.

        Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors and
assigns, the holders of Senior Indebtedness, the Holders of the Securities and,
to the extent expressly provided in Sections 502, 508, 509, 511, 513, 901 and
902, the holders of Preferred Securities, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

Section 112.    Governing Law.

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

Section 113.    Non-Business Days.

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

Section 114.    Indenture and Securities Solely Corporate Obligations.

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

                                       15

<PAGE>

Section 115.    Submission to Jurisdiction.

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

                                   ARTICLE TWO

                                 SECURITY FORMS

Section 201.    Forms Generally.

        The Securities of each series and the Trustee's certificate of
authentication shall be in substantially the forms set forth in this Article, or
in such other form or forms as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with applicable tax laws or the rules of any
securities exchange or as may,

                                       16

<PAGE>

consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution of the Securities. If the form of Securities of
any series is established by action taken pursuant to a Board Resolution, a copy
of an appropriate record of such action shall be certified by the Secretary or
an Assistant Secretary of the Company and delivered to the Trustee at or prior
to the delivery of the Company Order contemplated by Section 303 with respect to
the authentication and delivery of such Securities.

        The definitive Securities shall be printed, lithographed or engraved on
a steel engraved border or steel engraved borders or produced by any combination
of these methods, if required by any securities exchange on which the Securities
may be listed, or may be produced in any other manner permitted by the rules of
any securities exchange on which the Securities may be listed, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.

Section 202.    Form of Face of Security.

                             EVEREST RE GROUP, LTD.
                               [Title of Security]

No. ______________                                        $_______________

        EVEREST RE GROUP, LTD., a company organized and existing under the laws
of Bermuda (hereinafter called the "Company", which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to _______________, or registered assigns, the principal sum of
__________ Dollars on __________ __, ___ [if the Security is a Global Security,
then insert, if applicable--, or such other principal amount represented hereby
as may be set forth in the records of the Securities Registrar hereinafter
referred to in accordance with the Indenture,] [; provided, however, that the
Company may shorten the Stated Maturity of the principal of this Security to a
date not earlier than ________ at any time on one or more occasions, subject to
certain conditions specified in Section 315 of the Indenture. The Company
further promises to pay interest (and any Additional Amounts on such interest)
on said principal sum from , __ or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, [quarterly] [semi-annually]
[if applicable, insert--(subject to deferral as set forth herein)] in arrears on
[insert applicable Interest Payment Dates] of each year, commencing , __ , at
the rate of % per annum, [if applicable insert--together with Additional Sums,
if any, as provided in Section 1006 of the Indenture] until the principal hereof
is paid or duly provided for or made available for payment [if applicable,
insert--; provided, however, that any overdue principal, premium, Additional
Amounts or Additional Sums and any overdue installment of interest shall bear
Additional Interest at the rate of % per annum (to the extent that the payment
of such interest shall be legally enforceable), compounded [quarterly]
[semi-annually], from the dates such amounts are due until they are paid or made
available for payment, and such interest (including any Additional Interest) and
any Additional Amounts with respect thereto shall be payable on demand]. The
amount of interest payable for any period less than a full interest period shall
be computed on the basis of a 360-day year of twelve 30-day months and the
actual days elapsed in a partial month in such period. The amount of interest
payable for any full interest period shall be

                                       17

<PAGE>

computed by dividing the applicable rate per annum by [four/two]. The interest
so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in the Indenture, be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest installment [if
applicable insert--, which shall be the [____________ or ____________] (whether
or not a Business Day), as the case may be, next preceding such Interest Payment
Date]. Any such interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.

        [If applicable, insert--So long as no Event of Default has occurred and
is continuing, the Company shall have the right, at any time during the term of
this Security, from time to time to defer the payment of interest on this
Security and any Additional Amounts with respect thereto for up to consecutive
[quarterly] [semi-annual] interest payment periods with respect to each deferral
period (each an "Extension Period") [If applicable, insert--, during which
Extension Periods the Company shall have the right to make partial payments of
interest and any Additional Amounts with respect thereto on any Interest Payment
Date, and] at the end of which the Company shall pay all interest then accrued
and unpaid including any Additional Interest and any Additional Amounts, as
provided below; provided, however, that no Extension Period shall extend beyond
the Stated Maturity of the principal of this Security [If Stated Maturity can be
shortened or extended, insert--, as then in effect,] and no such Extension
Period may end on a date other than an Interest Payment Date; and provided,
further, that during any such Extension Period, the Company shall not (i)
declare or pay any dividends or distributions on, or redeem, purchase, acquire
or make a liquidation payment with respect to, any of the Company's capital
stock, or (ii) make any payment of principal of or interest or premium, if any,
on, or any Additional Amounts with respect to, or repay, repurchase or redeem
any debt securities of the Company that rank pari passu in all respects with or
junior in interest to this Security (other than (a) repurchases, redemptions or
other acquisitions of shares of capital stock of the Company in connection with
any employment contract, benefit plan or other similar arrangement with or for
the benefit of any one or more employees, officers, directors or consultants, in
connection with a dividend reinvestment or stockholder stock purchase plan or in
connection with the issuance of capital stock of the Company (or securities
convertible into or exercisable for such capital stock) as consideration in an
acquisition transaction entered into prior to the applicable Extension Period,
(b) as a result of an exchange or conversion of any class or series of the
Company's capital stock (or any capital stock of a Subsidiary of the Company)
for any class or series of the Company's capital stock or of any class or series
of the Company's indebtedness for any class or series of the Company's capital
stock, (c) the purchase of fractional interests in shares of the Company's
capital stock pursuant to the conversion or exchange provisions of such capital
stock or the security being converted or exchanged, (d) any declaration of a
dividend in connection with any Rights Plan, or the issuance of rights, stock or
other property under any Rights Plan, or the redemption or repurchase of rights
pursuant thereto, or (e) any dividend in the form of stock,

                                       18

<PAGE>

warrants, options or other rights where the dividend stock or the stock issuable
upon exercise of such warrants, options or other rights is the same stock as
that on which the dividend is being paid or ranks pari passu with or junior to
such stock). Prior to the termination of any such Extension Period, the Company
may further defer the payment of interest; provided, however, that no Extension
Period shall exceed consecutive [quarterly] [semi-annual] interest payment
periods, extend beyond the Stated Maturity of the principal of this Security or
end on a date other than an Interest Payment Date. Upon the termination of any
such Extension Period and upon the payment of all accrued and unpaid interest
and any Additional Interest then due on and any Additional Amounts with respect
thereto any Interest Payment Date, the Company may elect to begin a new
Extension Period, subject to the above conditions. No interest shall be due and
payable during an Extension Period, except at the end thereof, but each
installment of interest that would otherwise have been due and payable during
such Extension shall bear Additional Interest (to the extent that the payment of
such interest shall be legally enforceable) at the rate of ____% per annum,
compounded [monthly] [quarterly] [semi-annually] and calculated as set forth in
the first paragraph of this Security, from the dates on which amounts would
otherwise have been due and payable until paid or made available for payment.
The Company shall give the Holder of this Security and the Trustee notice of its
election to begin any Extension Period at least one Business Day prior to the
next succeeding Interest Payment Date on which interest on this Security would
be payable but for such deferral [if applicable, insert--or so long as such
Securities are held by [insert name of applicable Issuer Trust], at least one
Business Day prior to the earlier of (i) the next succeeding date on which
Distributions on the Preferred Securities of such Issuer Trust would be payable
but for such deferral, and (ii) the date on which the Administrative Trustee of
such Issuer Trust is required to give notice to holders of such Preferred
Securities of the record date or the date such Distributions are payable].

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

        The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, subordinate and junior in right of payment to the prior
payment in full of all Senior Indebtedness, and this Security is issued subject
to the provisions of the Indenture with respect thereto. Each Holder of this
Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his or her behalf to take
such actions as may be necessary or appropriate to effectuate the subordination
so provided, and (c) appoints the Trustee his or her attorney-in-fact for any
and all such purposes. Each Holder hereof, by his or her acceptance hereof,
waives all notice of the acceptance of the subordination provisions contained
herein and in the Indenture by each holder of Senior Indebtedness, whether now
outstanding or hereafter incurred, and waives reliance by each such holder upon
said provisions.

                                       19

<PAGE>

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

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

        IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

                                       EVEREST RE GROUP, LTD.

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

Attest:

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

Section 203.    Form of Reverse of Security.

        This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under the Junior Subordinated Indenture, dated as of , 200_ (herein
called the "Indenture"), between the Company and JPMORGAN CHASE BANK, as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee, the
holders of Senior Indebtedness and the Holders of the Securities, and of the
terms upon which the Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face hereof [if applicable,
insert--, limited in aggregate principal amount to $ ].

        All terms used in this Security that are defined in the Indenture [if
applicable, insert--or in the Amended and Restated Trust Agreement, dated as of
_________, 200_ (as modified, amended or supplemented from time to time, the
"Trust Agreement"), relating to [insert name of Issuer Trust] (the "Issuer
Trust") among the Company, as Depositor, the Trustees named therein and the
Holders from time to time of the Trust Securities issued pursuant thereto,]
shall have the meanings assigned to them in the Indenture [if applicable,
insert--or the Trust Agreement, as the case may be].

                                       20

<PAGE>

        [If applicable, insert--The Company may at any time, at its option, on
or after _________, ____, and subject to the terms and conditions of Article
Eleven of the Indenture, redeem this Security in whole at any time or in part
from time to time, at [if applicable, insert-- the following Redemption Prices
(expressed as percentages of the principal amount hereof): If redeemed during
the 12-month period beginning _____________,

                    Year                       Redemption
                                                  Price

and thereafter at a Redemption Price equal to 100% of the principal amount
hereof, together, in the case of any such redemption, with accrued interest [if
applicable, insert--, including any Additional Interest,] to but excluding the
date fixed for redemption,] [a Redemption Price equal to 100% of the principal
amount hereof, together, in the case of any such redemption, with accrued
interest [if applicable, insert--, including any Additional Interest,] to but
excluding the date fixed for redemption.]

        [If applicable, insert--In addition, upon the occurrence and during the
continuation of a Tax Event or an Investment Company Event in respect of the
Issuer Trust, the Company may, at its option, at any time within 90 days of the
occurrence and during the continuation of such Tax Event or Investment Company
Event, as the case may, be redeem this Security, in whole but not in part,
subject to the terms and conditions of Article Eleven of the Indenture, at a
Redemption Price equal to [insert formula].

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

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

        [The Indenture contains provisions for satisfaction and discharge of
[the entire indebtedness of] [or] [certain restrictive covenants and Events of
Default with respect to] this Security [, in each case] this Security upon
compliance by the Company with certain conditions set forth in the Indenture.]

        The Indenture permits, with certain exceptions as therein provided, the
Company and the Trustee at any time to enter into a supplemental indenture or
indentures for the purpose of modifying in any manner the rights and obligations
of the Company and of the Holders of the Securities, with the consent of the
Holders of not less than a majority in principal amount of the Outstanding
Securities of each series to be affected by such supplemental indenture. The
Indenture also contains provisions permitting Holders of specified percentages
in principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the

                                       21

<PAGE>

Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.

        [If the Security is not a Discount Security, insert--As provided in and
subject to the provisions of the Indenture, if an Event of Default with respect
to the Securities of this series at the time Outstanding occurs and is
continuing, then and in every such case the Trustee or the Holders of not less
than 33% in aggregate principal amount of the Outstanding Securities of this
series may declare the principal amount of all the Securities of this series to
be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by Holders) [if applicable, insert--, provided, however,
that, if upon an Event of Default, the Trustee or such Holders fail to declare
the principal of all the Outstanding Securities of this series to be immediately
due and payable, the holders of at least 33% in aggregate Liquidation Amount of
the Preferred Securities then Outstanding shall have the right to make such
declaration by a notice in writing to the Company and the Trustee]; and upon any
such declaration the principal amount of and the accrued interest (including any
Additional Interest) on and any Additional Amounts with respect to all the
Securities of this series shall become immediately due and payable; provided,
however, that the payment of principal and interest (including any Additional
Interest) on and any Additional Amounts with respect to such Securities shall
remain subordinated to the extent provided in Article Thirteen of the
Indenture.]

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

        As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Securities
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company maintained under Section 1002 of the Indenture
for such purpose, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Securities Registrar duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Securities of this series, of like tenor,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

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

                                       22

<PAGE>

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

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

        The Company and, by its acceptance of this Security or a beneficial
interest therein, the Holder of, and any Person that acquires a beneficial
interest in, this Security agree that for United States Federal, state and local
tax purposes it is intended that this Security constitute indebtedness.

        This Security shall be governed by and construed in accordance with the
laws of the State of New York, without regard to the conflict of laws provisions
thereof.

Section 204.    Additional Provisions Required in Global Security.

        Unless otherwise specified as contemplated by Section 301, any Global
Security issued hereunder shall, in addition to the provisions contained in
Sections 202 and 203, bear a legend in substantially the following form:

        This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee of a Depositary. This Security is exchangeable for Securities registered
in the name of a person other than the Depositary or its nominee only in the
limited circumstances described in the Indenture and 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, except in the limited circumstances described in the Indenture.

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

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

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

Dated:

                                               JPMORGAN CHASE BANK,
                                               as Trustee

                                               By:
                                                  ------------------------------
                                                  Authorized officer

                                       23

<PAGE>

                                  ARTICLE THREE

                                 THE SECURITIES

Section 301.    Title and Terms.

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

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

        (a)     the title of the Securities of such series, which shall
distinguish the Securities of the series from all other Securities;

        (b)     the limit, if any, upon the aggregate principal amount of the
Securities of such series that may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 304, 305, 306, 307, 906 or 1106 and except for any
Securities that, pursuant to Section 303, are deemed never to have been
authenticated and delivered hereunder); provided, however, that the authorized
aggregate principal amount of such series may be increased above such amount by
a Board Resolution to such effect;

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

        (d)     the Stated Maturity or Maturities on which the principal of the
Securities of such series is payable or the method of determination thereof, and
any dates on which or circumstances under which, the Company shall have the
right to extend or shorten such Stated Maturity or Maturities;

        (e)     the rate or rates at which the Securities of such series shall
bear interest, if any, the rate or rates and extent to which Additional
Interest, if any, shall be payable in respect of any Securities of such series,
the date or dates from which any such interest or Additional Interest shall
accrue, the Interest Payment Dates on which such interest shall be payable, the
right, pursuant to Section 312 or as otherwise set forth therein, of the Company
to defer or extend an Interest Payment Date, and the Regular Record Date for the
interest payable on any Interest Payment Date or the method by which any of the
foregoing shall be determined;

        (f)     the place or places where the principal of and any premium and
interest (including any Additional Interest) on and any Additional Amounts with
respect to the Securities of such series shall be payable, the place or places
where the Securities of such series may be presented for registration of
transfer or exchange, any restrictions that may be applicable to any such
transfer or exchange in addition to or in lieu of those set forth herein, and
the place or places

                                       24

<PAGE>

where notices and demands to or upon the Company in respect of the Securities of
such series may be made;

        (g)     the period or periods within or the date or dates on which, if
any, the price or prices at which and the terms and conditions upon which the
Securities of such series may be redeemed, in whole or in part;

        (h)     the obligation or the right, if any, of the Company to redeem,
repay or purchase the Securities of such series pursuant to any sinking fund,
amortization or analogous provisions, or at the option of a Holder thereof, and
the period or periods within which, the price or prices at which, the currency
or currencies (including currency unit or units) in which and the other terms
and conditions upon which Securities of the series shall be redeemed, repaid or
purchased, in whole or in part, pursuant to such obligation;

        (i)     the denominations in which any Securities of such series shall
be issuable, if other than denominations of $1000 and any integral multiple
thereof;

        (j)     if other than Dollars, the currency or currencies (including any
currency unit or units) in which the principal of and any premium and interest
and Additional Interest, if any, on and any Additional Amounts with respect to
the Securities of the series shall be payable, or in which the Securities of the
series shall be denominated and the manner of determining the equivalent thereof
in Dollars for any purpose including for purposes of the definition of
Outstanding;

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

        (l)     the additions, modifications or deletions, if any, in the Events
of Default or covenants of the Company set forth herein with respect to the
Securities of such series;

        (m)     if other than the principal amount thereof, the portion of the
principal amount of Securities of such series that shall be payable upon
declaration of acceleration of the Maturity thereof;

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

                                       25

<PAGE>

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

        (p)     the additions or changes, if any, to this Indenture with respect
to the Securities of such series as shall be necessary to permit or facilitate
the issuance of the Securities of such series in bearer form, registrable or not
registrable as to principal, and with or without interest coupons;

        (q)     any index or indices used to determine the amount of payments of
principal of and any premium on the Securities of such series or the manner in
which such amounts will be determined;

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

        (s)     the appointment of any Paying Agent or agents for the Securities
of such series;

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

        (u)     if such Securities are to be issued to an Issuer Trust, the form
or forms of the Trust Agreement, Guarantee Agreement and Expense Agreement
relating thereto;

        (v)     if other than as set forth herein, the relative degree, if any,
to which the Securities of the series shall be senior to or be subordinated to
other series of Securities in right of payment, whether such other series of
Securities are Outstanding or not; and

        (w)     any other terms of the Securities of such series (which terms
shall not be inconsistent with the provisions of this Indenture, except as
permitted by Section 901(6)).

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

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

                                       26

<PAGE>

        The Securities shall be subordinated in right of payment to Senior
Indebtedness as provided in Article XIII.

Section 302.    Denominations.

        The Securities of each series shall be in registered form without
coupons and shall be issuable in denominations of $1,000 and any integral
multiple of $1,000 in excess thereof, unless otherwise specified as contemplated
by Section 301.

Section 303.    Execution, Authentication, Delivery and Dating.

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

        Securities bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities. At any time and from time to
time after the execution and delivery of this Indenture, the Company may deliver
Securities of any series executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities. If the form or terms of
the Securities of the series have been established by or pursuant to one or more
Board Resolutions as permitted by Sections 201 and 301, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to Section 601) shall be fully protected in relying upon, an Opinion of
Counsel stating:

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

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

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

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

                                       27

<PAGE>

        Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.

        Each Security shall be dated the date of its authentication.

        No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose, unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by the manual signature of one of its authorized
officers, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder. Notwithstanding the foregoing, if any Security shall have
been authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 310, for all purposes of this Indenture such
Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.

Section 304.    Temporary Securities.

        Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities that are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any denomination, substantially of the
tenor of the definitive Securities of such series 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 shall
be exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the Company designated for that purpose
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor one or more definitive Securities
of the same series, of any authorized denominations having the same Original
Issue Date and Stated Maturity and having the same terms as such temporary
Securities. Until so exchanged, the temporary Securities of any series shall in
all respects be entitled to the same benefits under this Indenture as definitive
Securities of such series.

Section 305.    Global Securities.

        (a)     Each Global Security issued under this Indenture shall be
registered in the name of the Depositary designated by the Company for such
Global Security or a nominee thereof and

                                       28

<PAGE>

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 in this Indenture, no Global
Security may be exchanged in whole or in part for Securities registered, and no
transfer of a Global Security in whole or in part may be registered, in the name
of any Person other than the Depositary for such Global Security or a nominee
thereof unless (i) such Depositary advises the Trustee and the Company in
writing that such Depositary is no longer willing or able to properly discharge
its responsibilities as Depositary with respect to such Global Security, and no
successor is appointed by the Company within 90 days of receipt by the Company
of such notice, (ii) such Depositary has ceased to be a clearing agency
registered under the Exchange Act and no successor is appointed by the Company
within 90 days after such termination, (iii) the Company executes and delivers
to the Trustee a Company Order stating that the Company elects to terminate the
book-entry system through the Depositary, or (iv) there shall have occurred and
be continuing an Event of Default with respect to such Global Security.

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

        (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 III, Section 906 or 1106 or otherwise,
shall be authenticated and delivered in the form of, and shall be, a Global
Security, unless such Security is registered in the name of a Person other than
the Depositary for such Global Security or a nominee thereof.

        (e)     Securities distributed to holders of Book-Entry Preferred
Securities (as defined in the applicable Trust Agreement) upon the dissolution
of an Issuer Trust shall be distributed in the form of one or more Global
Securities registered in the name of a Depositary or its nominee, and deposited
with the Securities Registrar, as custodian for such Depositary, or with such
Depositary, for credit by the Depositary to the respective accounts of the
beneficial owners of the Securities represented thereby (or such other accounts
as they may direct). Securities distributed

                                       29

<PAGE>

to holders of Preferred Securities other than Book-Entry Preferred Securities
upon the dissolution of an Issuer Trust shall not be issued in the form of a
Global Security or any other form intended to facilitate book-entry trading in
beneficial interests in such Securities.

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

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

Section 306.    Registration, Transfer and Exchange Generally.

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

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

        At the option of the Holder, Securities may be exchanged for other
Securities of the same series of any authorized denominations, of like tenor and
aggregate principal amount, upon surrender of the Securities to be exchanged at
such office or agency. Whenever any securities are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and deliver, the
Securities that the Holder 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, 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 Securities Registrar, duly executed by the Holder thereof or
such Holder's attorney duly authorized in writing.

        No service charge shall be made to a Holder for any transfer or exchange
of Securities, but the Company may require payment of a sum sufficient to cover
any tax or other

                                       30

<PAGE>

governmental charge that may be imposed in connection with any transfer or
exchange of Securities.

        Neither the Company nor the Trustee shall be required, pursuant to the
provisions of this Section, (i) to issue, register the transfer of or exchange
any Security of any series during a period beginning at the opening of business
15 days before the day of selection for redemption of Securities of that series
pursuant to Article Eleven and ending at the close of business on the day of
mailing of the notice of redemption, or (ii) to register the transfer of or
exchange any Security so selected for redemption in whole or in part, except, in
the case of any such Security to be redeemed in part, any portion thereof not to
be redeemed.

Section 307.    Mutilated, Destroyed, Lost and Stolen Securities.

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

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

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

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

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

                                       31

<PAGE>

Section 308.    Payment of Interest and Additional Interest; Interest Rights
                Preserved.

        Interest and Additional Interest on any Security of any series that 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 in respect of Securities of such series, except
that, unless otherwise provided in the Securities of such series, interest and
any Additional Interest payable on the Stated Maturity of the principal of a
Security shall be paid to the Person to whom principal is paid. The initial
payment of interest on any Security of any series that is issued between a
Regular Record Date and the related Interest Payment Date shall be payable as
provided in such Security or in the Board Resolution pursuant to Section 301
with respect to the related series of Securities.

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

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

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

                                       32

<PAGE>

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

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

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

Section 309.    Persons Deemed Owners.

        The Company, the Trustee and any agent of the Company or the Trustee
shall treat the Person in whose name any Security is registered as the owner of
such Security for the purpose of receiving payment of principal of any premium
and (subject to Section 308) any interest on and any Additional Amounts with
respect to such Security and for all other purposes whatsoever, whether or not
such Security be overdue, and neither the Company, the Trustee nor any agent of
the Company or the Trustee shall be affected by notice to the contrary.

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

Section 310.    Cancellation.

        All Securities surrendered for payment, redemption, transfer or exchange
shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee, and any such Securities and Securities surrendered directly to the
Trustee for any such purpose shall be promptly canceled by it. The Company may
at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder that the Company may have acquired in any
manner whatsoever, and all Securities so delivered shall be promptly canceled by
the Trustee. No Securities shall be authenticated in lieu of or in exchange for
any Securities

                                       33

<PAGE>

canceled as provided in this Section, except as expressly permitted by this
Indenture. All canceled Securities shall be disposed of by the Trustee in
accordance with its customary practices and the Trustee shall deliver to the
Company a certificate of such disposition.

Section 311.    Computation of Interest.

        Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series for any
partial period shall be computed on the basis of a 360-day year of twelve 30-day
months and the actual number of days elapsed in any partial month in such
period, and interest on the Securities of each series for a full period shall be
computed by dividing the rate per annum by the number of interest periods that
together constitute a full twelve months.

Section 312.    Deferrals of Interest Payment Dates.

        If specified as contemplated by Section 201 or Section 301 with respect
to the Securities of a particular series, so long as no Event of Default has
occurred and is continuing, the Company shall have the right, at any time during
the term of such series, from time to time to defer the payment of interest on
such Securities and any Additional Amounts with respect thereto for such period
or periods as may be specified as contemplated by Section 301 (each, an
"Extension Period"), during which Extension Periods the Company shall, if so
specified as contemplated by Section 301, have the right to make no or partial
payments of interest and any Additional Amounts with respect thereto on any
Interest Payment Date. No Extension Period shall end on a date other than an
Interest Payment Date. At the end of any such Extension Period the Company shall
pay all interest then accrued and unpaid on the Securities (together with
Additional Interest thereon, if any, at the rate specified for the Securities of
such series to the extent permitted by applicable law and any Additional Amounts
with respect thereto); provided, however, that no Extension Period shall extend
beyond the Stated Maturity of the principal of the Securities of such series;
and provided further, however that during any such Extension Period, the Company
shall not (i) declare or pay any dividends or distributions on, or redeem,
purchase, acquire or make a liquidation payment with respect to, any of the
Company's capital stock, or (ii) make any payment of principal of or interest or
premium, if any, on or repay, repurchase or redeem any debt securities of the
Company that rank pari passu in all respects with or junior in interest to the
Securities of such series (other than (a) repurchases, redemptions or other
acquisitions of shares of capital stock of the Company in connection with any
employment contract, benefit plan or other similar arrangement with or for the
benefit of any one or more employees, officers, directors or consultants, in
connection with a dividend reinvestment or stockholder stock purchase plan or in
connection with the issuance of capital stock of the Company (or securities
convertible into or exercisable for such capital stock) as consideration in an
acquisition transaction entered into prior to the applicable Extension Period,
(b) as a result of an exchange or conversion of any class or series of the
Company's capital stock (or any capital stock of a Subsidiary of the Company)
for any class or series of the Company's capital stock or of any class or series
of the Company's indebtedness for any class or series of the Company's capital
stock, (c) the purchase of fractional interests in shares of the Company's
capital stock pursuant to the conversion or exchange provisions of such capital
stock or the security being converted or exchanged, (d) any declaration of a
dividend in connection with any Rights Plan, or the issuance of rights, stock or
other property under any Rights Plan, or the redemption or

                                       34

<PAGE>

repurchase of rights pursuant thereto, or (e) any dividend in the form of stock,
warrants, options or other rights where the dividend stock or the stock issuable
upon exercise of such warrants, options or other rights is the same stock as
that on which the dividend is being paid or ranks pari passu with or junior to
such stock). Prior to the termination of any such Extension Period, the Company
may further defer the payment of interest, provided, however, that no Extension
Period shall exceed the period or periods specified in such Securities, extend
beyond the Stated Maturity of the principal of such Securities or end on a date
other than an Interest Payment Date. Upon the termination of any such Extension
Period and upon the payment of all accrued and unpaid interest and any
Additional Interest then due on any Interest Payment Date and any Additional
Amounts with respect thereto, the Company may elect to begin a new Extension
Period, subject to the above conditions. No interest or Additional Interest
shall be due and payable during an Extension Period, except at the end thereof,
but each installment of interest that would otherwise have been due and payable
during such Extension Period shall bear Additional Interest as and to the extent
as may be specified as contemplated by Section 301. The Company shall give the
Holders of the Securities of such series and the Trustee written notice of its
election to begin any such Extension Period at least one Business Day prior to
the next succeeding Interest Payment Date on which interest on Securities of
such series would be payable but for such deferral or, with respect to any
Securities of a series issued to an Issuer Trust, so long as any such Securities
are held by such Issuer Trust, at least one Business Day prior to the earlier of
(i) the next succeeding date on which Distributions on the Preferred Securities
of such Issuer Trust would be payable but for such deferral, and (ii) the date
on which the Property Trustee of such Issuer Trust is required to give notice to
any securities exchange or other applicable self-regulatory organization or to
holders of such Preferred Securities of the record date or the date such
Distributions are payable.

        The Trustee shall promptly give notice of the Company's election to
begin any such Extension Period to the Holders of the Outstanding Securities of
the related series.

Section 313.    Right of Set-Off.

        With respect to the Securities of a series initially issued to an Issuer
Trust, notwithstanding anything to the contrary herein, the Company shall have
the right to set off any payment it is otherwise required to make in respect of
any such Security to the extent the Company has theretofore made, or is
concurrently on the date of such payment making, a payment under the Guarantee
Agreement relating to such Security or to a holder of Preferred Securities
pursuant to an action undertaken under Section 508 of this Indenture.

Section 314.    Agreed Tax Treatment.

        Each Security issued hereunder shall provide that the Company and, by
its acceptance or acquisition of a Security or a beneficial interest therein,
the Holder of, and any Person that acquires a direct or indirect beneficial
interest in, such Security, intend and agree to treat such Security as
indebtedness of the Company for United States Federal, state and local tax
purposes and, with respect to Securities of a series issued to an Issuer Trust,
to treat Preferred Securities of such Issuer Trust (including but not limited to
all payments and proceeds with respect to such Preferred Securities) as an
undivided beneficial ownership interest in the Securities (and payments and
proceeds therefrom, respectively) for United States Federal, state and local tax

                                       35

<PAGE>

purposes. The provisions of this Indenture shall be interpreted to further this
intention and agreement of the parties.

Section 315.    Shortening of Stated Maturity.

        If specified as contemplated by Section 201 or Section 301 with respect
to the Securities of a particular series, the Company shall have the right to
shorten the Stated Maturity of the principal of the Securities of such series at
any time to any date not earlier than the first date on which the Company has
the right to redeem the Securities of such series. In the event that the Company
elects to shorten the Stated Maturity of the Securities of such series, it shall
give written notice to the Trustee.

Section 316.    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 and other similar or related materials as a convenience to
Holders; provided, however, that any such notice or other materials may state
that no representation is made as to the correctness of such numbers either as
printed on the Securities or as contained in any notice of redemption or other
materials and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

Section 401.    Satisfaction and Discharge of Indenture.

        This Indenture shall, upon Company Request, cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for and as otherwise provided
in this Section 401) and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

                (1)     either

                        (A)     all Securities theretofore authenticated and
                delivered (other than (i) Securities that have been destroyed,
                lost or stolen and that have been replaced or paid as provided
                in Section 307 and (ii) Securities for whose payment money has
                theretofore been deposited in trust or segregated and held in
                trust by the Company and thereafter repaid to the Company or
                discharged from such trust, as provided in Section 1003) have
                been delivered to the Trustee for cancellation; or

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

                        (i)     have become due and payable, or

                                       36

<PAGE>

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

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

        and the Company, in the case of subclause (B)(i), (ii) or (iii) above,
        has deposited or caused to be deposited with the Trustee as trust funds
        in trust for such purpose (x) an amount in the currency or currencies in
        which the Securities of each series are payable, (y) Government
        Obligations which through the scheduled payment of principal and
        interest in respect thereof in accordance with their terms will provide,
        not later than the due date of any payment, money in an amount or (z) a
        combination thereof, in each case sufficient in the opinion of a
        nationally recognized firm of independent public accountants expressed
        in a written certification thereof delivered to the Trustee, to pay and
        discharge the entire indebtedness on such Securities not theretofore
        delivered to the Trustee for cancellation, for principal and any premium
        and interest (including any Additional Interest) thereon and any
        Additional Amounts and Additional Sums in respect thereof to the date of
        such deposit (in the case of Securities that have become due and
        payable) or to the Stated Maturity or Redemption Date, as the case may
        be;

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

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

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

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

                                       37

<PAGE>

Section 402.    Application of Trust Money.

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

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

        Moneys held by the Trustee under this Section and Section 1304 shall not
be subject to the claims of holders of Senior Indebtedness under Article
Fourteen.

                                  ARTICLE FIVE

                                    REMEDIES

Section 501.    Events of Default.

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

                (1)     default in the payment of any interest upon any Security
of that series, including any Additional Interest in respect thereof, or any
Additional Amounts payable with respect thereto, when such amounts become due
and payable, and continuance of such default for a period of 30 days (subject to
the deferral of any due date in the case of an Extension Period); or

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

                (3)     default in the payment of the principal of or any
premium on any Security of that series at its Maturity, or any Additional
Amounts payable with respect thereto, when such amounts become due and payable
at their Maturity; or

                (4)     default in the performance, or breach, of any covenant
or warranty of the Company in this Indenture (other than a covenant or warranty
a default in whose performance or whose breach is elsewhere in this Section
specifically dealt with or which has expressly been included in this Indenture
solely for the benefit of series of Securities other than that series), and

                                       38

<PAGE>

continuance of such default or breach for a period of 60 days after there has
been given, by registered or certified mail, to the Company by the Trustee or to
the Company and the Trustee by the Holders of at least 33% in principal amount
of the Outstanding Securities of that series a written notice specifying such
default or breach and requiring it to be remedied and stating that such notice
is a "Notice of Default" hereunder, unless the Trustee, or the Trustee and the
Holders of a principal amount of Securities of such series not less than the
principal amount of Securities that gave such notice, as the case may be, shall
agree in writing to an extension of such period prior to its expiration;
provided, however, that the Trustee, or the Trustee and the Holders of such
principal amount of Securities of such series, as the case may be, shall be
deemed to have agreed to an extension of such period if corrective action is
initiated by the Company within such period and is being diligently pursued; or

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

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

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

Section 502.    Acceleration of Maturity; Rescission and Annulment.

        If an Event of Default with respect to Securities of any series at the
time Outstanding occurs and is continuing, then and in every such case the
Trustee or the Holders of not less than 33% in aggregate principal amount of the
Outstanding Securities of that series may declare the

                                       39

<PAGE>

principal amount of, all unpaid accrued interest (including any Additional
Interest) and premium on and Additional Amounts with respect to all of the
Securities of that Series (or, if the Securities of that series are Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) to be due and payable immediately, by a notice in writing
to the Company (and to the Trustee if given by Holders); provided, however, that
in the case of the Securities of a series issued to an Issuer Trust, if, upon an
Event of Default, the Trustee or the Holders of not less than 33% in principal
amount of the Outstanding Securities of such series fail to declare the
principal, interest (including any Additional Interest), premium and Additional
Amounts of all the Outstanding Securities of such series to be immediately due
and payable, the holders of at least 33% in aggregate Liquidation Amount (as
defined in the related Trust Agreement) of the related series of Preferred
Securities issued by such Issuer Trust then outstanding shall have the right to
make such declaration by a notice in writing to the Company, the Trustee and the
related Property Trustee; and upon any such declaration such principal amount
(or specified portion thereof) of, the accrued interest (including any
Additional Interest), premium and Additional Amounts on all the Securities of
such series shall become immediately due and payable; provided, however, that
the payment of principal, interest (including any Additional Interest), premium
and any Additional Amounts due with respect to such Securities shall remain
subordinated to the extent provided in Article Fourteen.

        At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in aggregate principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if:

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

                        (A)     all overdue installments of interest (including
                Additional Interest) on all Securities of such series and any
                Additional Amounts with respect thereto,

                        (B)     the principal of and premium, if any, on any
                Securities of such series that have become due otherwise than by
                such declaration of acceleration and any Additional Amounts with
                respect thereto and any interest and Additional Interest thereon
                at the rate borne by the Securities,

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

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

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

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<PAGE>

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

        In the case of Securities of a series initially issued to an Issuer
Trust, if the Holders of such Securities fail to annul such declaration and
waive such default, the holders of not less than 33% in aggregate Liquidation
Amount (as defined in the related Trust Agreement) of the related series of
Preferred Securities issued by such Issuer Trust then outstanding shall also
have the right to rescind and annul such declaration and its consequences by
written notice to the Company and the Trustee, subject to the satisfaction of
the conditions set forth in Clauses (1) and (2) above of this Section 502.

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

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

         The Company covenants that if:

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

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

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

the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities, the whole amount then due and payable
on such Securities for principal, any premium and interest (including any
Additional Interest) on, any Additional Amounts with respect to and, to the
extent that such interest shall be legally enforceable, interest on any overdue
principal, premium, interest (including Additional Interest) and any Additional
Amounts at the rate prescribed therefor in such Securities and, in addition
thereto, all amounts owing the Trustee under Section 607.

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

        If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series by
such appropriate judicial proceedings as the Trustee shall

                                       41

<PAGE>

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

Section 504.    Trustee May File Proofs of Claim.

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

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

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

        All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, subject to
Article Fourteen and after provision for the payment of all the amounts owing
the Trustee and any predecessor Trustee under Section 607, its agents and
counsel, be for the ratable benefit of the Holders of the Securities in respect
of which such judgment has been recovered.

Section 506.    Application of Money Collected.

        Any money or property collected or to be applied 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 or property on account of principal or any
premium or interest (including any Additional Interest) on or any Additional
Amounts with respect to such Securities, upon presentation of the Securities and
the notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

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<PAGE>

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

        SECOND: Subject to Article Fourteen, to the payment of the amounts then
due and unpaid upon Securities of such series for principal, any premium and
interest (including any Additional Interest) and any Additional Amounts in
respect of which or for the benefit of which such money has been collected,
ratably, without preference or priority of any kind, according to the amounts
due and payable on such series of Securities for principal, any premium and
interest (including any Additional Interest) and any Additional Amounts,
respectively; and

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

Section 507.    Limitation on Suits.

        Subject to Section 508, no Holder of any Securities 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, assignee, trustee,
liquidator, sequestrator (or other similar official) or for any other remedy
hereunder, unless:

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

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

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

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

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

Section 508.    Unconditional Right of Holders to Receive Principal, Premium,
                Interest and Additional Amounts; Direct Action by Holders of
                Preferred Securities.

        Notwithstanding any other provision in this Indenture, the Holder of any
Security of any series shall have the right, which is absolute and
unconditional, to receive payment of the principal of and any premium and
(subject to Sections 308 and 312) interest (including any

                                       43

<PAGE>

Additional Interest) on and any Additional Amounts with respect to such Security
on the respective Stated Maturities expressed in such Security (or, in the case
of redemption, on the Redemption Date) and to institute suit for the enforcement
of any such payment, and such right shall not be impaired without the consent of
such Holder. In the case of Securities of a series issued to an Issuer Trust,
any registered holder of the series of Preferred Securities issued by such
Issuer Trust shall have the right, upon the occurrence of an Event of Default
described in Section 501(1) or 501(2), to institute a suit directly against the
Company for enforcement of payment to such holder of principal of and any
premium and (subject to Sections 308 and 312) interest (including any Additional
Interest) on and any Additional Amounts with respect to the Securities having a
principal amount equal to the aggregate Liquidation Amount (as defined in the
related Trust Agreement) of such Preferred Securities held by such holder.

Section 509.    Restoration of Rights and Remedies.

        If the Trustee, any Holder or any holder of Preferred Securities issued
by any Issuer Trust has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned for
any reason, or has been determined adversely to the Trustee, such Holder or such
holder of Preferred Securities, then and in every such case the Company, the
Trustee, such Holders and such holder of Preferred Securities 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, such Holder and such holder of Preferred Securities shall continue as
though no such proceeding had been instituted.

Section 510.    Rights and Remedies Cumulative.

        Except as otherwise provided in the last paragraph of Section 307, no
right or remedy herein conferred upon or reserved to the Trustee or the Holders
is intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

Section 511.    Delay or Omission Not Waiver.

        No delay or omission of the Trustee, any Holder of any Securities or any
holder of any Preferred 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 Holders and the right and remedy given to the holders of Preferred
Securities by Section 508 may be exercised from time to time, and as often as
may be deemed expedient, by the Trustee, the Holders or the holders of Preferred
Securities, as the case may be.

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<PAGE>

Section 512.    Control by Holders.

        The Holders of not less than a majority in aggregate principal amount of
the Outstanding Securities of any series shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or exercising any trust or power conferred on the Trustee, with
respect to the Securities of such series; provided, however, that:

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

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

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

Section 513.    Waiver of Past Defaults.

        The Holders of not less than a majority in aggregate principal amount of
the Outstanding Securities of any series affected thereby and, in the case of
any Securities of a series initially issued to an Issuer Trust, the holders of a
majority in aggregate Liquidation Amount (as defined in the related Trust
Agreement) of the Preferred Securities issued by such Issuer Trust may waive any
past default hereunder and its consequences with respect to such series except a
default:

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

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

        Any such waiver shall be deemed to be on behalf of the Holders of all
the Securities of such series or, in the case of a waiver by holders of
Preferred Securities issued by such Issuer Trust, by all holders of Preferred
Securities issued by such Issuer Trust.

        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.

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<PAGE>

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 and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in aggregate
principal amount of the Outstanding Securities of any series, or to any suit
instituted by any Holder for the enforcement of the payment of the principal of
or any premium or interest (including any Additional Interest) on or any
Additional Amounts with respect to any Security on or after the respective
Stated Maturities expressed in such Security (or, in the case of redemption, on
or after the Redemption Date).

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

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

                                   ARTICLE SIX

                                   THE TRUSTEE

Section 601.    Certain Duties and Responsibilities.

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

Section 602.    Notice of Defaults.

        If a default occurs hereunder with respect to Securities of any series,
the Trustee shall give the Holders of Securities of such series notice of such
default if known to the Trustee within

                                       46

<PAGE>

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

Section 603.    Certain Rights of Trustee.

        Subject to the provisions of Section 601:

        (a)     the Trustee may conclusively rely and shall be fully protected
in acting or refraining from acting in good faith upon any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, Security 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 mentioned herein shall
be sufficiently evidenced by a Company Request or Company Order and any
resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution;

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

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

        (e)     the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee security or indemnity reasonably satisfactory to it
against the costs, expenses and liabilities that 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,
indenture, Security or other paper or document, but the Trustee in its
discretion may make such inquiry or investigation into such facts or matters as
it may see fit, and, if the Trustee shall determine to make such inquiry or
investigation, it shall be entitled to

                                       47

<PAGE>

examine the books, records and premises of the Company, personally or by agent
or attorney; and

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

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

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

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

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

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

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

Section 605.    May Hold Securities.

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

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<PAGE>

Section 607.    Compensation and Reimbursement.

        The Company agrees

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

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

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

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

        Without prejudice to any other rights available to the Trustee under
applicable law, when the Trustee incurs expenses or renders services after an
Event of Default specified in Section 501(5) or 501(6) occurs, the expenses and
the compensation for the services are intended to constitute expenses of
administration under the Bankruptcy Code or any successor statute.

        The obligations of the Company under this Section 607 shall survive the
satisfaction and discharge of this Indenture and the earlier resignation or
removal of the Trustee.

Section 608.    Disqualification; Conflicting Interests.

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

        (b)     The Trust Agreement and the Guarantee Agreement with respect to
each Issuer Trust shall be deemed to be specifically described in this Indenture
for the purposes of Clause (i) of the first proviso contained in Section 310(b)
of the Trust Indenture Act.

                                       49

<PAGE>

Section 609.    Corporate Trustee Required; Eligibility.

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

Section 610.    Resignation and Removal; Appointment of Successor.

        (a)     No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article Six shall become effective until the
acceptance of appointment by the successor Trustee under Section 611.

        (b)     The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. 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 with respect to the
Securities of such series.

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

        (d)     If at any time:

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

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

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

then, in any such case, (i) the Company, acting pursuant to the authority of a
Board Resolution, may remove the Trustee with respect to the Securities of all
series issued hereunder, or

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(ii) subject to Section 514, any Holder who has been a bona fide Holder of a
Security for at least six months may, on behalf of such Holder and all others
similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee with respect to the Securities of all series issued hereunder and
the appointment of a successor Trustee or Trustees.

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

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

Section 611.    Acceptance of Appointment by Successor.

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

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

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<PAGE>

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

        (c)     Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all rights, powers and trusts referred to
in paragraph (a) or (b) of this Section, as the case may be.

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

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

        Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all 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 or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated, and in case any
Securities shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor Trustee (in
the case of a succession by merger, conversion or consolidation) or in the name
of such successor Trustee, and in all cases the certificate of authentication
shall have the full force which it is provided anywhere in the Securities or in
this Indenture that the certificate of the Trustee shall have.

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<PAGE>

Section 613.    Preferential Collection of Claims Against Company.

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

Section 614.    Appointment of Authenticating Agent.

        The Trustee may appoint an Authenticating Agent or Agents with respect
to one or more series of Securities, which shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series issued upon original
issue (in accordance with procedures acceptable to the Trustee) and upon
exchange, registration of transfer or partial redemption thereof or pursuant to
Section 307, and Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, or of any State
or Territory thereof or the District of Columbia, authorized under such laws to
act as Authenticating Agent, having a combined capital and surplus of not less
than $50,000,000 and subject to supervision or examination by Federal or State
authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section the combined capital
and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

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

        An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent, which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 106 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any
successor Authenticating Agent upon acceptance of its appointment

                                       53

<PAGE>

hereunder shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.

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

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

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

Dated:

                                          JPMORGAN CHASE BANK,
                                          as Trustee

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

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

                                  ARTICLE SEVEN

                HOLDER'S LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

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

        (a)     semi-annually, on or before June 30 and December 31 of each
year, a list, in such form as the Trustee may reasonably require, of the names
and addresses of the Holders as of a date not more than 15 days prior to the
delivery thereof, 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 15 days prior to the time
such list is furnished, in each case to the extent such information is in the
possession or control of the Company and has not otherwise been received by the
Trustee in its capacity as Securities Registrar.

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<PAGE>

Section 702.    Preservation of Information, Communications to Holders.

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

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

        (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
nor any agent of either of them shall be held accountable by reason of the
disclosure of information as to the names and addresses of the Holders made
pursuant to the Trust Indenture Act.

Section 703.    Reports by Trustee.

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

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

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

Section 704.    Reports by Company.

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

                                       55

<PAGE>

                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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

        The Company shall not consolidate with or merge into any other Person or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, and no Person shall consolidate with or merge into the Company or
convey, transfer or lease its properties and assets substantially as an entirety
to the Company, unless:

                (1)     if the Company shall consolidate with or merge into
another Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, the Person formed by such
consolidation or into which the Company is merged or the Person that acquires by
conveyance or transfer, or that leases, the properties and assets of the Company
substantially as an entirety shall be a corporation, partnership or trust
organized and existing under the laws of the United States of America or any
State thereof, the District of Columbia, Bermuda or the Cayman Islands and shall
expressly assume, by an indenture supplemental hereto, executed and delivered to
the Trustee, in form satisfactory to the Trustee, the due and punctual payment
of the principal of and any premium and interest (including any Additional
Interest) on and any Additional Amounts with respect to all the Securities of
every series 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 that, after notice or lapse of time, or both,
would constitute an Event of Default, shall have happened and be continuing; and

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

Section 802.    Successor Company Substituted.

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

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<PAGE>

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

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

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

Section 901.    Supplemental Indentures without Consent of Holders.

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

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

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

                (3)     to convey, transfer, assign, mortgage or pledge any
property to or with the Trustee or to surrender any right or power herein
conferred upon the Company; or

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

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

                                       57

<PAGE>

                (6)     to add to, change or eliminate any of the provisions of
this Indenture; provided, however, that any such addition, change or elimination
shall (a) become effective only when there is no Security Outstanding of any
series created prior to the execution of such supplemental indenture that is
entitled to the benefit of such provision or (b) not apply to any Outstanding
Securities; or

                (7)     to cure any ambiguity, to correct or supplement any
provision herein that may be defective or inconsistent with any other provision
herein, or to make any other provisions with respect to matters or questions
arising under this Indenture; provided, however, that such action pursuant to
this Clause (7) shall not adversely affect the interest of the Holders of
Securities of any series in any material respect or, in the case of the
Securities of a series issued to an Issuer Trust and for so long as any of the
corresponding series of Preferred Securities issued by such Issuer Trust shall
remain outstanding, the holders of such Preferred Securities; or

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

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

Section 902.    Supplemental Indentures with Consent of Holders.

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

                (1)     change the Stated Maturity of the principal of, or any
installment of principal of or interest (including any Additional Interest) on
any Security, or reduce the principal amount thereof or the rate of interest
thereon or any premium payable upon the redemption thereof, or reduce the amount
of principal of a Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502, or
change the 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 Stated
Maturity thereof (or, in the case of redemption, on or after the Redemption
Date), or

                (2)     reduce the percentage in aggregate principal amount of
the Outstanding Securities of any series, the consent of whose Holders is
required for any such supplemental

                                       58

<PAGE>

indenture, or the consent of whose Holders is required for any waiver (of
compliance with any provisions of this Indenture or any defaults hereunder and
their consequences) provided for in this Indenture, or

                (3)     modify any of the provisions of this Section, Section
513 or Section 1005, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each Outstanding Security affected thereby;
provided, however, that this clause shall not be deemed to require the consent
of any Holder with respect to changes in the references to "the Trustee" and
concomitant changes in this Section and Section 1005, or the deletion of this
proviso, in accordance with the requirements of Sections 611 and 901(8);

provided, further, that, in the case of the Securities of a series issued to an
Issuer Trust, so long as any of the corresponding series of Preferred Securities
issued by such Issuer Trust remains outstanding, (i) no such amendment shall be
made that adversely affects the holders of such Preferred Securities in any
material respect, and no termination of this Indenture shall occur, and no
waiver of any Event of Default or compliance with any covenant under this
Indenture shall be effective, without the prior consent of the holders of at
least a majority of the aggregate Liquidation Amount (as defined in the related
Trust Agreement) of such Preferred Securities then outstanding unless and until
the principal of and any premium on the Securities of such series and all
accrued and (subject to Section 312) unpaid interest (including any Additional
Interest) thereon and all Additional Amounts with respect thereto have been paid
in full, and (ii) no amendment shall be made to Section 508 of this Indenture
that would impair the rights of the holders of Preferred Securities issued by
any Issuer Trust provided therein without the prior consent of the holders of
each such Preferred Security then outstanding unless and until the principal of
and any premium on the Securities of such series and all accrued and (subject to
Section 312) unpaid interest (including any Additional Interest) thereon and all
Additional Amounts with respect thereto have been paid in full.

        A supplemental indenture that changes or eliminates any covenant or
other provision of this Indenture that has expressly been included solely for
the benefit of one or more particular series of Securities or any corresponding
series of Preferred Securities of an Issuer Trust that holds the Securities of
any series, or that modifies the rights of the Holders of Securities of such
series or holders of such Preferred Securities of such corresponding 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 or
holders of Preferred Securities of any other such corresponding series.

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

Section 903.    Execution of Supplemental Indentures.

        In executing or accepting the additional trusts created by any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and shall be fully protected in conclusively relying upon, an

                                       59

<PAGE>

Officers' Certificate and an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture, and
that all conditions precedent herein provided for relating to such action have
been complied with. The Trustee may, but shall not be obligated to, enter into
any such supplemental indenture that affects the Trustee's own rights, duties,
indemnities or immunities under this Indenture or otherwise.

Section 904.    Effect of Supplemental Indentures.

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

Section 905.    Conformity with Trust Indenture Act.

        Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act 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 Company, bear a notation in form approved by the Company as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Company, to any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series.

                                   ARTICLE TEN

                                    COVENANTS

Section 1001.   Payment of Principal, Premium and Interest.

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

Section 1002.   Maintenance of Office or Agency.

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

                                       60

<PAGE>

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 Corporate Trust Office of the Trustee,
and the Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

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

Section 1003.   Money for Security Payments to be Held in Trust.

        If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of and any premium or interest (including any Additional Interest) on
and any Additional Amounts with respect to 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 any premium or interest (including any
Additional Interest) and any Additional Amounts so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided, and
will promptly notify the Trustee in writing of its failure so to act.

        Whenever the Company shall have one or more Paying Agents, it will,
prior to 10:00 a.m., New York City time, on each due date of the principal of or
any premium or interest (including any Additional Interest) on or any Additional
Amounts with respect to any Securities, deposit with a Paying Agent a sum
sufficient to pay such amount, such sum to be held as provided in the Trust
Indenture Act and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its failure so to act.

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

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

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

Section 1004.   Statement as to Compliance.

        The Company shall deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof, an Officers'
Certificate covering the preceding fiscal year, stating whether or not to the
knowledge of the signers thereof the Company is in default in the performance,
observance or fulfillment of or compliance with any of the terms, provisions,
covenants and conditions of this Indenture, and if the Company shall be in
default, specifying all such defaults and the nature and status thereof of which
they may have knowledge. For the purpose 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.   Waiver of Certain Covenants.

         Subject to the rights of holders of Preferred Securities specified in
Section 902, if any, the Company may omit in any particular instance to comply
with any covenant or condition provided pursuant to Section 301, 901(1) or
901(4) with respect to the Securities of any series, if before or after the time
for such compliance the Holders of at least a majority in aggregate principal
amount of the Outstanding Securities of such series shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such 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 in
respect of any such covenant or condition shall remain in full force and effect.

Section 1006.   Additional Sums.

        In the case of the Securities of a series initially issued to an Issuer
Trust, so long as no Event of Default has occurred and is continuing and except
as otherwise specified as

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contemplated by Section 201 or Section 301, if (i) an Issuer Trust is the Holder
of all of the Outstanding Securities of such series, and (ii) a Tax Event
described in Clause (i) or (iii) in the definition of Tax Event in Section 101
hereof has occurred and is continuing in respect of such Issuer Trust, the
Company shall pay to such Issuer Trust (and its permitted successors or assigns
under the related Trust Agreement) for so long as such Issuer Trust (or its
permitted successor or assignee) is the registered holder of the Outstanding
Securities of such series, such additional amounts as may be necessary in order
that the amount of Distributions (including any Additional Amounts) then due and
payable by such Issuer Trust on the related Preferred Securities and Common
Securities that at any time remain outstanding in accordance with the terms
thereof shall not be reduced as a result of any Additional Taxes arising from
such Tax Event (the "Additional Sums"). Whenever in this Indenture or the
Securities there is a reference in any context to the payment of principal of or
interest on the Securities, such mention shall be deemed to include mention of
the payments of the Additional Sums provided for in this paragraph to the extent
that, in such context, Additional Sums are, were or would be payable in respect
thereof pursuant to the provisions of this paragraph and express mention of the
payment of Additional Sums (if applicable) in any provisions hereof shall not be
construed as excluding Additional Sums in those provisions hereof where such
express mention is not made; provided, however, that the deferral of the payment
of interest pursuant to Section 312 on the Securities shall not defer the
payment of any Additional Sums that may be due and payable.

Section 1007.   Additional Covenants.

        The Company covenants and agrees with each Holder of Securities of each
series that it shall not (x) declare or pay any dividends or distributions on,
or redeem purchase, acquire or make a liquidation payment with respect to, any
shares of the Company's capital stock, or (y) make any payment of principal of
or interest or premium, if any, on or repay, repurchase or redeem any debt
securities of the Company that rank pari passu in all respects with or junior in
interest to the Securities of such series (other than (a) repurchases,
redemptions or other acquisitions of shares of capital stock of the Company in
connection with any employment contract, benefit plan or other similar
arrangement with or for the benefit of any one or more employees, officers,
directors or consultants, in connection with a dividend reinvestment or
stockholder stock purchase plan or in connection with the issuance of capital
stock of the Company (or securities convertible into or exercisable for such
capital stock) as consideration in an acquisition transaction entered into prior
to the applicable Extension Period, (b) as a result of an exchange or conversion
of any class or series of the Company's capital stock (or any capital stock of a
Subsidiary of the Company) for any class or series of the Company's capital
stock or of any class or series of the Company's indebtedness for any class or
series of the Company's capital stock, (c) the purchase of fractional interests
in shares of the Company's capital stock pursuant to the conversion or exchange
provisions of such capital stock or the security being converted or exchanged,
(d) any declaration of a dividend in connection with any Rights Plan, or the
issuance of rights, stock or other property under any Rights Plan, or the
redemption or repurchase of rights pursuant thereto, or (e) any dividend in the
form of stock, warrants, options or other rights where the dividend stock or the
stock issuable upon exercise of such warrants, options or other rights is the
same stock as that on which the dividend is being paid or ranks pari passu with
or junior to such stock) if at such time the Company shall have given notice of
its election to begin an Extension Period with respect to the Securities of such
series as provided

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herein and shall not have rescinded such notice, or such Extension Period, or
any extension thereof, shall be continuing.

        The Company also covenants with each Holder of Securities of a series
issued to an Issuer Trust (i) to hold, directly or indirectly, 100% of the
Common Securities of such Issuer Trust, provided that any permitted successor of
the Company hereunder may succeed to the Company's ownership of such Common
Securities, (ii) as holder of such Common Securities, not to voluntarily
terminate, wind-up or liquidate such Issuer Trust, other than (a) in connection
with a distribution of the Securities of such series to the holders of the
related Preferred Securities in liquidation of such Issuer Trust, or (b) in
connection with certain mergers, consolidations or amalgamations permitted by
the related Trust Agreement, and (iii) to use its reasonable efforts, consistent
with the terms and provisions of such Trust Agreement, to cause such Issuer
Trust to continue not to be taxable as a corporation for United States federal
income tax purposes.

Section 1008.   Original Issue Discount.

        For each year during which any Securities that were issued with original
issue discount are Outstanding, the Company shall furnish to each Paying Agent
in a timely fashion such information as may be reasonably requested by each
Paying Agent in order that each Paying Agent may prepare the information which
it is required to report for such year on Internal Revenue Service Forms 1096
and 1099 pursuant to Section 6049 of the Internal Revenue Code of 1986, as
amended. Such information shall include the amount of original issue discount
includible in income for each $1,000 of principal amount at Stated Maturity of
outstanding Securities during such year.

Section 1009.   Additional Amounts.

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

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                (i)     any tax, fee, duty, assessment or governmental charge of
        whatever nature that would not have been imposed but for the fact that
        such Holder or the beneficial owner of such Security (other than an
        Issuer Trust): (A) was a resident, domiciliary or national of, or
        engaged in business or maintained a permanent establishment or was
        physically present in, the relevant taxing jurisdiction or any political
        subdivision thereof of therein or otherwise had some connection with the
        relevant taxing jurisdiction or any political subdivision thereof or
        therein other than by reason of the mere ownership of, or receipt of
        payment under, such Security; (B) presented such Security for payment in
        the relevant taxing jurisdiction or any political subdivision thereof or
        therein, unless such Security could not have been presented for payment
        elsewhere; or (c) presented such Security more than 30 days after the
        date on which the payment in respect of such Security first became due
        and payable, except to the extent that the Holder or beneficial owner
        would have been entitled to such Additional Amounts if it had presented
        such Security for payment on any day within such period of 30 days;

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

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

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

        (b)     Whenever in this Indenture there is mentioned, in any context,
the payment of the principal of or any premium, interest or any other amounts
on, or in respect of, any Security of any series, such mention shall be deemed
to include mention of the payment of Additional Amounts provided by the terms of
such series established hereby or pursuant hereto to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof
pursuant to such terms, and express mention of the payment of Additional Amounts
(if

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<PAGE>

applicable) in any provision hereof shall not be construed as excluding the
payment of Additional Amounts in those provisions hereof where such express
mention is not made.

        (c)     Except as otherwise provided in or pursuant to this Indenture or
the Securities of the applicable series, at least 10 days prior to the first
Interest Payment Date with respect to a series of Securities (or if the
Securities of such series shall not bear interest prior to Maturity, the first
day on which a payment of principal is made), and at least 10 days prior to each
date of payment of principal or interest if there has been any change with
respect to the matters set forth in the below-mentioned Officers' Certificate,
the Company shall furnish to the Trustee and the principal Paying Agent or
Paying Agents, if other than the Trustee, an Officers' Certificate instructing
the Trustee and such Paying Agent or Paying Agents whether such payment of
principal of and any premium, interest or other amounts on the Securities of
such series shall be made to Holders of Securities of such series without
withholding for or on account of any tax, fee, duty, assessment or other
governmental charge described in this Section. If any such withholding shall be
required, then such Officers' Certificate shall specify by jurisdiction in which
the Holders are resident for tax purposes the amount, if any, required to be
withheld on such payments to such Holders of Securities, and the Company agrees
to pay to the Trustee or such Paying Agent the Additional Amounts required by
this Section. The Company covenants to indemnify the Trustee and any Paying
Agent for, and to hold them harmless against, any loss, liability or expense
reasonably incurred without negligence or bad faith on their part arising out of
or in connection with actions taken or omitted by any of them in reliance on any
Officers' Certificate furnished pursuant to this Section.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

Section 1101.   Applicability of This Article.

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

Section 1102.   Election to Redeem; Notice to Trustee.

        The election of the Company to redeem any Securities shall be evidenced
by or pursuant to a Board Resolution or in another manner specified as
contemplated by Section 301 for such Securities. In case of any redemption at
the election of the Company, the Company shall, at least 60 days prior to the
Redemption Date (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee in writing and, in the case of Securities of a series held by
an Issuer Trust, the Property Trustee under the related Trust Agreement, of such
date and of the principal amount of Securities of the applicable series to be
redeemed and provide the additional information required to be included in the
notice or notices contemplated by Section 1104; provided that in the case of any
series of Securities initially issued to an Issuer Trust, for so long as such
Securities are held by such Issuer Trust, such notice shall be given not less
than 45 nor more than 75 days prior to such Redemption Date (unless a shorter
notice shall be satisfactory to the Property Trustee under the related Trust
Agreement). In the case of any redemption of

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Securities (1) prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or (2) 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 of Securities to be Redeemed.

        If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of a portion of the principal amount of any Security of such series;
provided, however, that the unredeemed portion of the principal amount of any
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

        The Trustee shall promptly notify the Company in writing of the
Securities selected for partial redemption and the principal amount thereof to
be redeemed. 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 amount of such Security that has been or is to be
redeemed.

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

Section 1104.   Notice of Redemption.

        Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not later than the thirtieth day, and not earlier than the
sixtieth day, prior to the Redemption Date, to each Holder of Securities to be
redeemed, at the address of such Holder as it appears in the Securities
Register; provided, however, that in the case of any series of Securities
initially issued to an Issuer Trust, for so long as such Securities are held by
such Issuer Trust, such notice shall be given not less than 45 nor more than 75
days prior to such Redemption Date (unless a shorter notice shall be
satisfactory to the Property Trustee under the related Trust Agreement).

        With respect to Securities of each series to be redeemed, each notice of
redemption shall state:

        (a)     the Redemption Date;

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

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notice shall be sent of the actual Redemption Price on the date that such
Redemption Price is calculated);

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

        (d)     that on the Redemption Date, the Redemption Price will become
due and payable upon each such Security or portion thereof, and that interest
(including any Additional Interest) thereon, if any, shall cease to accrue on
and after said date;

        (e)     the place or places where such Securities are to be surrendered
for payment of the Redemption Price;

        (f)     that the redemption is for a sinking fund, if such is the case;

        (g)     such other provisions as may be required in respect of the terms
of a particular series of Securities.

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

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

Section 1105.   Deposit of Redemption Price.

        Prior to 10:00 a.m., New York City time, on the Redemption Date
specified in the notice of redemption given as provided in Section 1104, the
Company will deposit with the Trustee or with one or more Paying Agents (or if
the Company is acting as its own Paying Agent, the

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Company will segregate and hold in trust as provided in Section 1003) an amount
of money sufficient to pay the Redemption Price of, and any accrued interest
(including any Additional Interest) on, all the Securities (or portions thereof)
that are to be redeemed on that date.

Section 1106.   Payment of Securities Called for Redemption.

        If any notice of redemption has been given as provided in Section 1104,
the Securities or portion of Securities with respect to which such notice has
been given shall become due and payable on the date and at the place or places
stated in such notice at the applicable Redemption Price, together with accrued
interest (including any Additional Interest) to the Redemption Date. On
presentation and surrender of such Securities at a Place of Payment in said
notice specified, the said Securities or the specified portions thereof shall be
paid and redeemed by the Company at the applicable Redemption Price, together
with accrued interest (including any Additional Interest) to the Redemption
Date; provided, however, that, unless otherwise specified as contemplated by
Section 301, installments of interest (including any Additional Interest) whose
Stated Maturity is on or prior to the Redemption Date will be payable to the
Holders of such Securities, or one or more Predecessor Securities, registered as
such at the close of business on the relevant record dates according to their
terms and the provisions of Section 308.

        Upon presentation of any Security redeemed in part only, the Company
shall execute and the Trustee shall authenticate and deliver to the Holder
thereof, at the expense of the Company, a new Security or Securities of the same
series, of authorized denominations, in aggregate principal amount equal to the
unredeemed portion of the Security so presented and having the same Original
Issue Date, Stated Maturity and terms.

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

Section 1107.   Right of Redemption of Securities Initially Issued to an Issuer
                Trust.

        In the case of the Securities of a series initially issued to an Issuer
Trust, except as otherwise specified as contemplated by Section 301, the
Company, at its option, may redeem such Securities (i) on or after the date
specified in such Security, in whole at any time or in part from time to time,
or (ii) upon the occurrence and during the continuation of a Tax Event or an
Investment Company Event, at any time within 90 days following the occurrence
and during the continuation of such Tax Event or Investment Company Event, in
whole (but not in part), in each case at a Redemption Price specified in such
Security, together with accrued interest (including any Additional Interest) to
the Redemption Date.

        If less than all the Securities of any such series are to be redeemed,
the aggregate principal amount of such Securities remaining Outstanding after
giving effect to such redemption shall be sufficient to satisfy any provisions
of the Trust Agreement related to the Issuer Trust to which such Securities were
issued, including any requirement in such Trust Agreement as to the minimum
Liquidation Amount (as defined in such Trust Agreement) of Preferred Securities
that may be held by a holder of Preferred Securities thereunder.

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                                 ARTICLE TWELVE

                                  SINKING FUNDS

Section 1201.   Applicability of Article.

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

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

Section 1202.   Satisfaction of Sinking Fund Payments with Securities.

        In lieu of making all or any part of a mandatory sinking fund payment
with respect to any Securities of a series in cash, the Company may at its
option, at any time no more than 16 months and no less than 45 days prior to the
date on which such sinking fund payment is due, deliver to the Trustee
Securities of such series theretofore purchased or otherwise acquired by the
Company, except Securities of such series that have been redeemed through the
application of mandatory or optional sinking fund payments pursuant to the terms
of the Securities of such series, accompanied by a Company Order instructing the
Trustee to credit such obligations and stating that the Securities of such
series were originally issued by the Company by way of bona fide sale or other
negotiation for value; provided that the Securities to be so credited have not
been previously so credited. The Securities to be so credited shall be received
and credited for such purpose by the Trustee at the Redemption Price for such
Securities, as specified in the Securities so to be redeemed, for redemption
through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly.

Section 1203.   Redemption of Securities for Sinking Fund.

        Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
such Securities pursuant to the terms of such Securities, the portion thereof,
if any, which is to be satisfied by payment of cash in the currency in which the
Securities of such series are payable (except as provided pursuant to Section
301) and the portion thereof, if any, that is to be satisfied by delivering and
crediting Securities pursuant to Section 1202 and stating the basis for such
credit and that such Securities have not been previously so credited, and will
also deliver to the Trustee any Securities to be so delivered. Such Officers'
Certificate shall be irrevocable and upon its delivery the Company shall be
obligated to make the cash payment or payments therein referred to, if any, on
or before the

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succeeding sinking fund payment date. In the case of the failure of the Company
to deliver such Officers' Certificate (or, as required by this Indenture, the
Securities specified in such Officers' Certificate) by the due date therefor,
the sinking fund payment due on the succeeding sinking fund payment date for
such series shall be paid entirely in cash and shall be sufficient to redeem the
principal amount of the Securities of such series subject to a mandatory sinking
fund payment without the right to deliver or credit securities as provided in
Section 1202 and without the right to make the optional sinking fund payment
with respect to such series at such time.

        Any sinking fund payment or payments (mandatory or optional) made in
cash plus any unused balance of any preceding sinking fund payments made with
respect to the Securities of any particular series shall be applied by the
Trustee (or by the Company if the Company is acting as its own Paying Agent) on
the sinking fund payment date on which such payment is made (or, if such payment
is made before a sinking fund payment date, on the sinking fund payment date
immediately following the date of such payment) to the redemption of Securities
of such series at the Redemption Price specified in such Securities with respect
to the sinking fund. Any sinking fund moneys not so applied or allocated by the
Trustee (or, if the Company is acting as its own Paying Agent, segregated and
held in trust by the Company as provided in Section 1003) for such series and
together with such payment (or such amount so segregated) shall be applied in
accordance with the provisions of this Section 1203. Any and all sinking fund
moneys with respect to the Securities of any particular series held by the
Trustee (or if the Company is acting as its own Paying Agent, segregated and
held in trust as provided in Section 1003) on the last sinking fund payment date
with respect to Securities of such series and not held for the payment or
redemption of particular Securities of such series shall be applied by the
Trustee (or by the Company if the Company is acting as its own Paying Agent),
together with other moneys, if necessary, to be deposited (or segregated)
sufficient for the purpose, to the payment of the principal of the Securities of
such series at Maturity. The Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner specified in Section 1103 and
cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 1104. Such notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Section 1106. On or before each sinking fund
payment date, the Company shall pay to the Trustee (or, if the Company is acting
as its own Paying Agent, the Company shall segregate and hold in trust as
provided in Section 1003) in cash a sum in the currency in which Securities of
such series are payable (except as provided pursuant to Section 301) equal to
the principal and any premium and interest (including any Additional Interest)
accrued to the Redemption Date for Securities or portions thereof to be redeemed
on such sinking fund payment date pursuant to this Section 1203 and any
Additional Amounts with respect thereto.

        Neither the Trustee nor the Company shall redeem any Securities of a
series with sinking fund moneys or mail any notice of redemption of Securities
of such series by operation of the sinking fund for such series during the
continuance of a default in payment of interest, if any, on any Securities of
such series or of any Event of Default (other than an Event of Default occurring
as a consequence of this paragraph) with respect to the Securities of such
series, except that if the notice of redemption shall have been provided in
accordance with the provisions hereof, the Trustee (or the Company, if the
Company is then acting as its own Paying Agent) shall redeem such Securities if
cash sufficient for that purpose shall be deposited with the Trustee (or
segregated by the Company) for that purpose in accordance with the terms of this
Article

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Twelve. Except as aforesaid, any moneys in the sinking fund for such series at
the time when any such default or Event of Default shall occur and any moneys
thereafter paid into such sinking fund shall, during the continuance of such
default or Event of Default, be held as security for the payment of the
Securities of such series; provided, however, that in case such default or Event
of Default shall have been cured or waived herein, such moneys shall thereafter
be applied on the next sinking fund payment date for the Securities of such
series on which such moneys may be applied pursuant to the provisions of this
Section 1203.

                                ARTICLE THIRTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

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

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

Section 1302.   Defeasance and Discharge.

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

Section 1303.   Covenant Defeasance.

        Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, (1)
the Company shall be released from its obligations under Section 801(3) and any
covenants provided pursuant to Section 301(l) (as

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such pertains to covenants), 901(3) or 901(4) for the benefit of the Holders of
such Securities and (2) the occurrence of any event specified in Sections 501(4)
(with respect to any of Section 801(3) and any such covenants provided pursuant
to Section 301(l) (as such pertains to covenants), 901(3) or 901(4) and 501(7)
shall be deemed not to be or result in an Event of Default, in each case with
respect to such Securities as provided in this Section on and after the date the
conditions set forth in Section 1304 are satisfied (hereinafter called "Covenant
Defeasance"). For this purpose, such Covenant Defeasance means that, with
respect to such Securities, the Company may omit to comply with and shall have
no liability in respect of any term, condition or limitation set forth in any
such specified Section (to the extent so specified in the case of Section
501(4)), whether directly or indirectly by reason of any reference elsewhere
herein to any such Section or by reason of any reference in any such Section to
any other provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby.

Section 1304.   Conditions to Defeasance or Covenant Defeasance.

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

                (1)     The Company shall irrevocably have deposited or caused
to be deposited with the Trustee (or another trustee which satisfies the
requirements contemplated by Section 609 and agrees to comply with the
provisions of this Article applicable to it) as trust funds in trust for the
purpose of making the following payments, specifically pledged as security for,
and dedicated solely to, the benefits of the Holders of such Securities, (A)
money in an amount or (B) Government Obligations which through the scheduled
payment of principal and interest in respect thereof in accordance with their
terms will provide, not later than one day before the due date of any payment,
money in an amount or (C) a combination thereof, in each case sufficient, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
and discharge, and which shall be applied by the Trustee (or any such other
qualifying trustee) to pay and discharge, the principal of and any premium and
interest (including any Additional Interest) on and any Additional Amounts with
respect to such Securities on the respective Stated Maturities or Redemption
Dates in accordance with the terms of this Indenture and such Securities.

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

                (3)     In the event of an election to have Section 1303 apply
to any Securities or any series of Securities, as the case may be, the Company
shall have delivered to the Trustee an

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<PAGE>

Opinion of Counsel to the effect that the Holders of such Securities will not
recognize gain or loss for Federal income tax purposes as a result of the
deposit and Covenant Defeasance to be effected with respect to such Securities
and will be subject to Federal income tax on the same amounts, in the same
manner and at the same times as would be the case if such deposit and Covenant
Defeasance were not to occur.

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

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

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

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

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

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

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

        Subject to the provisions of the last paragraph of Section 1003, all
money and Government Obligations (including the proceeds thereof) deposited with
the Trustee or other qualifying trustee (solely for purposes of this Section and
Section 1306, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 1304 in respect of any
Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either
directly or through any such Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Holders of such
Securities, of all sums due and to become due thereon in respect of principal

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and any premium and interest (including any Additional Interest) and Additional
Amounts, but money so held in trust need not be segregated from other funds
except to the extent required by law.

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

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

Section 1306.   Reinstatement.

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

Section 1307.   Qualifying Trustee.

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

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                                ARTICLE FOURTEEN

                           SUBORDINATION OF SECURITIES

Section 1401.   Securities Subordinate to Senior Indebtedness.

        The Company covenants and agrees, and each Holder of a Security, by its
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article, the payment of the principal
of and any premium and interest (including any Additional Interest) on and any
Additional Amounts with respect to each and all of the Securities of each and
every series are hereby expressly made subordinate and subject in right of
payment to the prior payment in full of all Senior Indebtedness.

Section 1402.   No Payment When Senior Indebtedness in Default; Payment Over of
                Proceeds Upon Dissolution, Etc.

        If the Company shall default in the payment of any principal of or any
premium or interest on any Senior Indebtedness when the same becomes due and
payable, whether at maturity or at a date fixed for prepayment or by declaration
of acceleration or otherwise, then, upon written notice of such default to the
Company by the holders of Senior Indebtedness or any trustee therefor, unless
and until such default shall have been cured or waived or shall have ceased to
exist, no direct or indirect payment (in cash, property, securities, by set-off
or otherwise) shall be made or agreed to be made on account of the principal of
or any premium or interest (including any Additional Interest) on or any
Additional Amounts with respect to any of the Securities, or in respect of any
redemption, repayment, retirement, purchase or other acquisition of any of the
Securities.

        In the event of (a) any insolvency, bankruptcy, receivership,
liquidation, reorganization, readjustment, composition or other similar
proceedings relating to the Company, its creditors or its property, (b) any
proceeding for the liquidation, dissolution or other winding up of the Company,
voluntary or involuntary, whether or not involving insolvency or bankruptcy
proceedings, (c) any assignment by the Company for the benefit of creditors or
(d) any other marshalling of the assets of the Company (each such event, if any,
herein sometimes referred to as a "Proceeding"), all Senior Indebtedness
(including any interest thereon accruing after the commencement of any such
proceedings) shall first be paid in full before any payment or distribution,
whether in cash, securities or other property, shall be made to any Holder of
any of the Securities on account thereof. Any payment or distribution, whether
in cash, securities or other property (other than securities of the Company or
any other corporation provided for by a plan of reorganization or readjustment
the payment of which is subordinate, at least to the extent provided in these
subordination provisions with respect to the indebtedness evidenced by the
Securities, to the payment of all Senior Indebtedness at the time outstanding
and to any securities issued in respect thereof under any such plan of
reorganization or readjustment), which would otherwise (but for these
subordination provisions) be payable or deliverable in respect of the Securities
of any series shall be paid or delivered directly to the holders of Senior
Indebtedness in accordance with the priorities then existing among such holders
until all Senior Indebtedness (including any interest thereon accruing after the
commencement of any Proceeding) shall have been paid in full.

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<PAGE>

        In the event of any Proceeding, after payment in full of all sums owing
with respect to Senior Indebtedness, the Holders of the Securities, together
with the holders of any obligations of the Company ranking on a parity with the
Securities, shall be entitled to be paid from the remaining assets of the
Company the amounts at the time due and owing on account of unpaid principal of
and any premium and interest (including any Additional Interest) on and any
Additional Amounts with respect to the Securities and such other obligations
before any payment or other distribution, whether in cash, property or
otherwise, shall be made on account of any capital stock or any obligations of
the Company ranking junior to the Securities and such other obligations. If,
notwithstanding the foregoing, any payment or distribution of any character or
any security, whether in cash, securities or other property (other than
securities of the Company or any other corporation provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at least to
the extent provided in these subordination provisions with respect to the
indebtedness evidenced by the Securities, to the payment of all Senior
Indebtedness at the time outstanding and to any securities issued in respect
thereof under any such plan of reorganization or readjustment), shall be
received by the Trustee or any Holder in contravention of any of the terms
hereof and before all Senior Indebtedness shall have been paid in full, such
payment or distribution or security shall be received in trust for the benefit
of, and shall be paid over or delivered and transferred to, the holders of the
Senior Indebtedness at the time outstanding in accordance with the priorities
then existing among such holders for application to the payment of all Senior
Indebtedness remaining unpaid, to the extent necessary to pay all such Senior
Indebtedness in full. In the event of the failure of the Trustee or any Holder
to endorse or assign any such payment, distribution or security, each holder of
Senior Indebtedness is hereby irrevocably authorized to endorse or assign the
same.

        The Trustee and the Holders, at the expense of the Company, shall take
such reasonable action (including, without limitation, the delivery of this
Indenture to an agent for the holders of Senior Indebtedness or consent to the
filing of a financing statement with respect hereto) as may, in the opinion of
counsel designated by the holders of a majority in principal amount of the
Senior Indebtedness at the time outstanding, be necessary or appropriate to
assure the effectiveness of the subordination effected by these provisions.

        The provisions of this Section 1402 shall not impair any rights,
interests, remedies or powers of any secured creditor of the Company in respect
of any security interest the creation of which is not prohibited by the
provisions of this Indenture.

        The securing of any obligations of the Company, otherwise ranking on a
parity with the Securities or ranking junior to the Securities, shall not be
deemed to prevent such obligations from constituting, respectively, obligations
ranking on a parity with the Securities or ranking junior to the Securities.

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Section 1403.   Payment Permitted If No Default.

        Nothing contained in this Article or elsewhere in this Indenture or in
any of the Securities shall prevent (a) the Company, at any time, except during
the pendency of the conditions described in the first paragraph of Section 1402
or of any Proceeding referred to in Section 1402, from making payments at any
time of principal of and any premium or interest (including any Additional
Interest) on and any Additional Amounts with respect to the Securities, or (b)
the application by the Trustee of any moneys deposited with it hereunder to the
payment of or on account of the principal of and any premium or interest
(including any Additional Interest) on and any Additional Amounts with respect
to the Securities or the retention of such payment by the Holders, if, at the
time of such application by the Trustee, it did not have knowledge (in
accordance with Section 1408) that such payment would have been prohibited by
the provisions of this Article, except as provided in Section 1408.

Section 1404.   Subrogation to Rights of Holders of Senior Indebtedness.

        Subject to the payment in full of all amounts due or to become due on
all Senior Indebtedness, or the provision for such payment in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of Senior
Indebtedness, the Holders of the Securities shall be subrogated to the extent of
the payments or distributions made to the holders of such Senior Indebtedness
pursuant to the provisions of this Article (equally and ratably with the holders
of all indebtedness of the Company that by its express terms is subordinated to
Senior Indebtedness of the Company to substantially the same extent as the
Securities are subordinated to the Senior Indebtedness and is entitled to like
rights of subrogation by reason of any payments or distributions made to holders
of such Senior Indebtedness) to the rights of the holders of such Senior
Indebtedness to receive payments and distributions of cash, property and
securities applicable to the Senior Indebtedness until the principal of and any
premium and interest (including any Additional Interest) on and any Additional
Amounts with respect to the Securities shall be paid in full. For purposes of
such subrogation, no payments or distributions to the holders of the Senior
Indebtedness of any cash, property or securities to which the Holders of the
Securities or the Trustee would be entitled except for the provisions of this
Article, and no payments over pursuant to the provisions of this Article to the
holders of Senior Indebtedness by Holders of the Securities or the Trustee,
shall, as among the Company, its creditors other than holders of Senior
Indebtedness, and the Holders of the Securities, be deemed to be a payment or
distribution by the Company to or on account of the Senior Indebtedness.

Section 1405.   Provisions Solely to Define Relative Rights.

        The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities on the
one hand and the holders of Senior Indebtedness on the other hand. Nothing
contained in this Article or elsewhere in this Indenture or in the Securities is
intended to or shall (a) impair, as between the Company and the Holders of the
Securities, the obligations of the Company, which are absolute and
unconditional, to pay to the Holders of the Securities the principal of and any
premium and interest (including any Additional Interest) on and any Additional
Amounts with respect to the Securities as and when the same shall become due and
payable in accordance with their terms; or (b) affect the relative rights
against the Company of the Holders of the Securities and creditors of the
Company other

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than their rights in relation to the holders of Senior Indebtedness; or (c)
prevent the Trustee or the Holder of any Security (or to the extent expressly
provided herein, the holder of any Preferred Security) from exercising all
remedies otherwise permitted by applicable law upon default under this
Indenture, including filing and voting claims in any Proceeding, subject to the
rights, if any, under this Article of the holders of Senior Indebtedness to
receive cash, property and securities otherwise payable or deliverable to the
Trustee or such Holder.

Section 1406.   Trustee to Effectuate Subordination.

        Each Holder of a Security by his or her acceptance thereof authorizes
and directs the Trustee on his or her behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination provided
in this Article and appoints the Trustee his or her attorney-in-fact for any and
all such purposes.

Section 1407.   No Waiver of Subordination Provisions.

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

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

Section 1408.   Notice to Trustee.

        The Company shall give prompt written notice to a Responsible Officer of
the Trustee assigned to its Corporate Trust Office of any fact known to the
Company that would prohibit the making of any payment to or by the Trustee in
respect of the Securities. Notwithstanding the provisions of this Article or any
other provision of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any facts that would prohibit the making of any
payment to or by the Trustee in respect of the Securities, unless and until a
Responsible Officer of the Trustee assigned to its Corporate Trust Office shall
have received written notice thereof from the Company or a holder of Senior
Indebtedness or from any trustee, agent or

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<PAGE>

representative therefor; provided, however, that if the Trustee shall not have
received the notice provided for in this Section at least two Business Days
prior to the date upon which by the terms hereof any monies may become payable
for any purpose (including, the payment of the principal of and any premium on
or interest (including any Additional Interest) on and any Additional Amounts
with respect to any Security), then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive such
monies and to apply the same to the purpose for which they were received and
shall not be affected by any notice to the contrary that may be received by it
within two Business Days prior to such date.

        Subject to the provisions of Section 601, the Trustee shall be entitled
to rely on the delivery to it of a written notice by a Person representing
himself or herself to be a holder of Senior Indebtedness (or a trustee, agent,
representative or attorney-in-fact therefor) to establish that such notice has
been given by a holder of Senior Indebtedness (or a trustee or attorney-in-fact
therefor). In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article, and if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

Section 1409.   Reliance on Judicial Order or Certificate of Liquidating Agent.

        Upon any payment or distribution of assets of the Company referred to in
this Article, the Trustee, subject to the provisions of Section 601, and the
Holders of the Securities shall be entitled to conclusively rely upon any order
or decree entered by any court of competent jurisdiction in which such
Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee for the benefit of creditors, agent or
other Person making such payment or distribution, delivered to the Trustee or to
the Holders of Securities, for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of the Senior
Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article.

Section 1410.   Trustee Not Fiduciary for Holders of Senior Indebtedness.

        The Trustee, in its capacity as trustee under this Indenture, shall not
be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and
shall not be liable to any such holders if it shall in good faith mistakenly pay
over or distribute to Holders of Securities or to the Company or to any other
Person cash, property or securities to which any holders of Senior Indebtedness
shall be entitled by virtue of this Article or otherwise.

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Section 1411.   Rights of Trustee as Holder of Senior Indebtedness; Preservation
                of Trustee's Rights.

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

Section 1412.   Article Applicable to Paying Agents.

        If at any time any Paying Agent other than the Trustee shall have been
appointed by the Company and be then acting hereunder, the term "Trustee" as
used in this Article shall in such case (unless the context otherwise requires)
be construed as extending to and including such Paying Agent within its meaning
as fully for all intents and purposes as if such Paying Agent were named in this
Article in addition to or in place of the Trustee, provided however, that
Sections 1408 and 1411 shall not apply to the Company or any Affiliate of the
Company if the Company or such Affiliate acts as Paying Agent.

                                     * * * *

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

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

                                   EVEREST RE GROUP, LTD.

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

Attest: ______________

                                   JPMORGAN CHASE BANK,
                                   as Trustee and not in its individual capacity

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

Attest: ______________

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