Exhibit 4.4


                          QUANTA CAPITAL HOLDINGS LTD.

                                       AND

                              THE BANK OF NEW YORK

                                     TRUSTEE

                          JUNIOR SUBORDINATED INDENTURE

                                   DATED AS OF



                         JUNIOR SUBORDINATED DEBENTURES





                                TABLE OF CONTENTS



                                                                                                 PAGE

ARTICLE I        DEFINITIONS.......................................................................1

Section 1.1      Certain Terms Defined.............................................................1

ARTICLE II       SECURITY FORMS...................................................................12

Section 2.1      Forms Generally..................................................................12

Section 2.2      Form of Trustee's Certificate of Authentication..................................12

Section 2.3      Form of Trustee's Certificate of Authentication by an Authenticating Agent.......12

Section 2.4      Securities Issuable in the Form of Global Securities.............................13

ARTICLE III      THE SECURITIES...................................................................14

Section 3.1      Amount Unlimited; Issuable in Series.............................................14

Section 3.2      Form and Denominations...........................................................18

Section 3.3      Authentication, Dating and Delivery of Securities................................18

Section 3.4      Execution of Securities..........................................................20

Section 3.5      Certificate of Authentication....................................................21

Section 3.6      Registration, Registration of Transfer and Exchange..............................21

Section 3.7      Mutilated, Destroyed, Lost and Stolen Securities.................................22

Section 3.8      Payment of Interest and Certain Additional Amounts; Interest Rights and
                 Certain Additional Amounts Preserved.............................................23

Section 3.9      Cancellation of Securities; Destruction Thereof..................................24

Section 3.10     Temporary Securities.............................................................24

Section 3.11     Computation of Interest..........................................................25

Section 3.12     CUSIP Numbers....................................................................25

Section 3.13     Extension of Interest Payment Period.............................................25

Section 3.14     Right of Set-Off.................................................................25

Section 3.15     Agreed Tax Treatment.............................................................26

Section 3.16     Extension of Stated Maturity; Adjustment of Stated Maturity Upon an Exchange.....26

ARTICLE IV       COVENANTS OF THE COMPANY.........................................................26

Section 4.1      Payment of Securities............................................................26

Section 4.2      Offices or Agency................................................................27

Section 4.3      Money for Securities Payments to Be Held in Trust................................27


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                                   (continued)



                                                                                                 PAGE

Section 4.4      Additional Amounts...............................................................28

Section 4.5      Redemption for Tax Purposes......................................................29

Section 4.6      Corporate Existence..............................................................29

Section 4.7      Waiver of Certain Covenants......................................................30

Section 4.8      Certificates to Trustee..........................................................30

Section 4.9      Calculation of Original Issue Discount...........................................30

Section 4.10     Additional Sums..................................................................30

Section 4.11     Payment of Expenses of Each QCH Capital Trust....................................31

Section 4.12     Ownership of Common Securities...................................................31

ARTICLE V        SECURITYHOLDER LISTS AND  REPORTS BY THE COMPANY AND THE TRUSTEE.................31

Section 5.1      Company to Furnish Trustee Information as to Names and Addresses of
                 Securityholders..................................................................31

Section 5.2      Preservation and Disclosure of Securityholder Lists..............................32

Section 5.3      Reports by the Company...........................................................32

Section 5.4      Reports by the Trustee...........................................................32

ARTICLE VI       REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT..................33

Section 6.1      Event of Default Defined; Acceleration of Maturity; Waiver of Default............33

Section 6.2      Collection of Indebtedness by Trustee; Trustee May Prove Debt....................36

Section 6.3      Application of Proceeds..........................................................38

Section 6.4      Suits for Enforcement............................................................39

Section 6.5      Restoration of Rights on Abandonment of Proceedings..............................39

Section 6.6      Limitations on Suits by Securityholders..........................................39

Section 6.7      Unconditional Right of Securityholders to Institute Certain Suits................39

Section 6.8      Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default..........40

Section 6.9      Control by Holders of Securities.................................................40

Section 6.10     Waiver of Past Defaults..........................................................41


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                                   (continued)



                                                                                                 PAGE

Section 6.11     Trustee to Give Notice of Default, But May Withhold in Certain Circumstances.....41

Section 6.12     Right of Court to Require Filing of Undertaking to Pay Costs.....................42

Section 6.13     Waiver of Usury, Stay or Extension Laws..........................................42

Section 6.14     Delay or Omission Not Waiver.....................................................42

ARTICLE VII      CONCERNING THE TRUSTEE...........................................................42

Section 7.1      Duties and Responsibilities of the Trustee; During Default; Prior to Default.....43

Section 7.2      Certain Rights of the Trustee....................................................43

Section 7.3      Trustee Not Responsible for Recitals, Disposition of Securities or
                 Application of Proceeds Thereof..................................................45

Section 7.4      Trustee and Agents May Hold Securities; Collections, etc.........................45

Section 7.5      Money Held by Trustee............................................................46

Section 7.6      Compensation and Indemnification of Trustee and Its Prior Claim..................46

Section 7.7      Right of Trustee to Rely on Officer's Certificate, etc...........................46

Section 7.8      Qualification of Trustee; Conflicting Interests..................................47

Section 7.9      Persons Eligible for Appointment as Trustee......................................47

Section 7.10     Resignation and Removal; Appointment of Successor Trustee........................47

Section 7.11     Acceptance of Appointment by Successor Trustee...................................48

Section 7.12     Merger, Conversion, Consolidation or Succession to Business of Trustee...........49

Section 7.13     Preferential Collection of Claims Against the Company............................49

Section 7.14     Authenticating Agent.............................................................49

ARTICLE VIII     CONCERNING THE HOLDERS OF SECURITIES.............................................50

Section 8.1      Action by Holders................................................................50

Section 8.2      Proof of Execution of Instruments by Holders of Securities.......................51

Section 8.3      Holders to be Treated as Owners..................................................51

Section 8.4      Securities Owned by Company Deemed Not Outstanding...............................52

Section 8.5      Right of Revocation of Action Taken..............................................52

ARTICLE IX       HOLDERS' MEETINGS................................................................52

Section 9.1      Purposes of Meetings.............................................................52


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                                   (continued)



                                                                                                 PAGE

Section 9.2      Call of Meetings by Trustee......................................................53

Section 9.3      Call of Meetings by Company or Holders...........................................53

Section 9.4      Qualifications for Voting........................................................53

Section 9.5      Regulations......................................................................53

Section 9.6      Voting...........................................................................54

Section 9.7      No Delay of Rights by Reason of Meeting..........................................55

ARTICLE X        SUPPLEMENTAL INDENTURES..........................................................55

Section 10.1     Supplemental Indentures Without Consent of Securityholders.......................55

Section 10.2     Supplemental Indentures With Consent of Securityholders..........................57

Section 10.3     Notice of Supplemental Indenture.................................................58

Section 10.4     Effect of Supplemental Indenture.................................................58

Section 10.5     Documents to be Given to Trustee.................................................58

Section 10.6     Notation on Securities in Respect of Supplemental Indentures.....................59

Section 10.7     Effect on Senior Indebtedness....................................................59

ARTICLE XI       CONSOLIDATION, AMALGAMATION, MERGER OR SALE......................................59

Section 11.1     Company May Consolidate, Etc., Only on Certain Terms.............................59

Section 11.2     Opinion of Counsel...............................................................60

Section 11.3     Successor Person Substituted.....................................................60

ARTICLE XII      SATISFACTION AND DISCHARGE OF INDENTURE, UNCLAIMED MONEYS........................60

Section 12.1     Satisfaction and Discharge of Securities of Any Series...........................60

Section 12.2     Defeasance and Covenant Defeasance...............................................62

Section 12.3     Application of Trust Money.......................................................66

Section 12.4     Repayment of Moneys Held by Paying Agent.........................................66

Section 12.5     Return of Unclaimed Moneys Held by Trustee and Paying Agent......................66

ARTICLE XIII     SUBORDINATION OF SECURITIES......................................................67

Section 13.1     Agreement to Subordinate.........................................................67

Section 13.2     Default on Company Senior Indebtedness...........................................67

Section 13.3     Liquidation; Dissolution; Bankruptcy.............................................68



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                                   (continued)



                                                                                                 PAGE

Section 13.4     Subrogation......................................................................69

Section 13.5     Trustee to Effectuate Subordination..............................................70

Section 13.6     Notice by the Company............................................................70

Section 13.7     Rights of the Trustee; Holders of Company Senior Indebtedness....................71

Section 13.8     Trustee Not Fiduciary for Holders of Senior Indebtedness.........................71

Section 13.9     Subordination May Not Be Impaired................................................72

Section 13.10    Application by Trustee of Assets Deposited with It...............................72

ARTICLE XIV      MISCELLANEOUS PROVISIONS.........................................................72

Section 14.1     Incorporators, Shareholders, Officers and Directors of Company Exempt from
                 Individual Liability.............................................................72

Section 14.2     Provisions of Indenture for the Sole Benefit of Parties and Securityholders......73

Section 14.3     Successors and Assigns of Company Bound by Indenture.............................73

Section 14.4     Holders of Preferred Securities as Third Party Beneficiaries.....................73

Section 14.5     Notices to Holders; Waiver.......................................................73

Section 14.6     Addresses for Notices............................................................74

Section 14.7     Officer's Certificates and Opinions of Counsel; Statements to Be Contained
                 Therein..........................................................................74

Section 14.8     Separability Clause..............................................................75

Section 14.9     Legal Holidays...................................................................75

Section 14.10    Conflict of Any Provision of Indenture with Trust Indenture Act..................75

Section 14.11    Governing Law; Waiver of Jury Trial..............................................75

Section 14.12    Judgment Currency................................................................76

Section 14.13    No Security Interest Created.....................................................76

Section 14.14    Submission to Jurisdiction.......................................................76

Section 14.15    Counterparts.....................................................................77

Section 14.16    Effect of Headings...............................................................77

Section 14.17    Force Majeure....................................................................77

ARTICLE XV       REDEMPTION OF SECURITIES.........................................................77

Section 15.1     Applicability of Article.........................................................77


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Section 15.2     Notice of Redemption; Selection of Securities....................................77

Section 15.3     Payment of Securities Called for Redemption......................................79

Section 15.4     Right of Redemption of Securities Issued to a QCH Capital Trust..................80

ARTICLE XVI      SINKING FUNDS....................................................................80

Section 16.1     Applicability of Article.........................................................80

Section 16.2     Satisfaction of Mandatory Sinking Fund Payment with Securities...................80

Section 16.3     Redemption of Securities for Sinking Fund........................................80








                                      -vi-


                          QUANTA CAPITAL HOLDINGS LTD.

     *Reconciliation and tie between Trust Indenture Act of 1939, as amended by
the Trust Reform Act of 1990, and Indenture, dated as of .

Section of the
Trust Indenture Act of 1939                                 Section of Indenture
--------------------------------------------------------------------------------

310(a)(1), (2) and (5).......................................................7.9
310(a)(3) and (4)...................................................Inapplicable
310(b).....................................................7.8 and 7.10(a)and(b)
311(a) .....................................................................7.13
311(b) .....................................................................7.13
312(a) ...........................................................5.1 and 5.2(a)
312(b) ...................................................................5.2(b)
312(c) ...................................................................5.2(c)
313(a) ......................................................................5.4
313(b)(1) ..........................................................Inapplicable
313(b)(2) ................................................................5.4(a)
313(c) ...................................................................5.4(b)
313(d) ...................................................................5.4(b)
314(a) ..............................................................4.8 and 5.3
314(b) .............................................................Inapplicable
314(c)(1) and (2) ..........................................................14.7
314(c)(3) ..........................................................Inapplicable
314(d) .............................................................Inapplicable
314(e) .....................................................................14.7
315(a), (c) and (d) .........................................................7.1
315(b) .....................................................................6.11
315(e) .....................................................................6.12
316(a)(1) ...................................................................6.9
316(a)(2) ..........................................................Not required
316(a) (last sentence) ......................................................8.4
316(b) ......................................................................6.7
316(c) ......................................................................8.1
317(a) ......................................................................6.2
317(b) ......................................................................4.3
318(a) ....................................................................14.10

---------------
*This reconciliation and tie shall not, for any purpose, be deemed to be part of
the Indenture or to have any bearing upon the interpretation of any of its terms
or provisions.



     JUNIOR SUBORDINATED INDENTURE (herein, the "Indenture"), dated as of
_________, between Quanta Capital Holdings Ltd., an exempted company
incorporated in Bermuda as a holding company (herein, subject to Article XI,
sometimes called the "Company"), having its principal office at Cumberland
House, 1 Victoria Street, Hamilton HM 11, Bermuda, and The Bank of New York, a
New York banking corporation, as Trustee (hereinafter, subject to Article XII,
called the "Trustee"), having its principal corporate trust office at 101
Barclay Street, 8W, New York, NY 10286, Attention: Corporate Trust
Administration.

                             RECITALS OF THE COMPANY

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its subordinated
notes, debentures or other evidences of its unsecured indebtedness (herein
called the "Securities"), including, without limitation, Securities issued to
evidence loans made to the Company of the proceeds from the issuance from time
to time by one or more QCH Capital Trusts (as defined herein) of preferred
beneficial interests in the assets of such Trusts (the "Preferred Securities")
and common beneficial interests in the assets of such Trusts (the "Common
Securities" and, collectively with the Preferred Securities, the "Trust
Securities"), to be issued in one or more series, authenticated and delivered,
as in this Indenture provided.

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

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities
by the Persons acquiring the same, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities or of the
Securities of any series, without giving any priority of any one Security or
series over any other, except as otherwise expressly provided herein, as
follows:

                                    ARTICLE I
                                   DEFINITIONS

     Section 1.1 Certain Terms Defined. The following terms (except as otherwise
expressly provided or unless the context otherwise clearly requires) for all
purposes of this Indenture, including any indenture supplemental hereto, have
the respective meanings specified in this Section. All other terms used in this
Indenture that are defined in the Trust Indenture Act (as defined herein) or the
definitions of which in the Securities Act of 1933 are referred to in the Trust
Indenture Act or that are defined by rule of the Commission (as defined herein)
under the Trust Indenture Act (except as herein otherwise expressly provided or
unless the context otherwise clearly requires) have the meanings assigned to
such terms in said Trust Indenture Act and in said Securities Act or in said
Commission rule under the Trust Indenture Act as in force at the date on which
this Indenture was originally executed (subject to Section 10.1 and Section
10.2). The words "herein", "hereof" and "hereunder" and other words of similar
import refer to this Indenture as a whole and not to any particular Article,
Section or other subdivision. All references herein to "Articles" or other
subdivisions are to the corresponding Articles or other



subdivisions of this Indenture. The terms defined in this Article have the
meanings assigned to them in this Article and include the plural as well as the
singular.

     "Additional Amounts" means any additional amounts which are required hereby
or by any Security, under circumstances specified herein or therein, to be paid
by the Company in respect of certain taxes, assessments or other governmental
charges imposed on Holders specified therein and which are owing to such
Holders.

     "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 Provisions" has the meaning specified in Section 13.1.

     "Additional Sums" has the meaning specified in Section 4.10.

     "Additional Taxes" means the sum of any additional taxes, duties and other
governmental charges to which a QCH Capital Trust has become subject from time
to time as a result of a Tax Event.

     "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; provided, however, that an Affiliate of the
Company shall not be deemed to include any QCH Capital Trust to which Securities
in respect thereof have been issued. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

     "Authenticating Agent" means, with respect to any series of Securities, any
authenticating agent appointed by the Trustee, with respect to that series of
Securities, pursuant to Section 7.14.

     "Authorized Newspaper" means a newspaper or financial journal printed in
the English language, customarily published at least once a day, and customarily
published for at least five days in each calendar week, whether or not published
on days that are legal holidays, and of general circulation; or, in the
alternative, shall mean such form of communication as may have come into general
use for the dissemination of information of import similar to that of the
information specified to be published by the provisions hereof. Whenever
successive publications are required or authorized to be made in Authorized
Newspapers, the successive publications may be made (unless otherwise expressly
provided herein) in the same or different newspapers meeting the foregoing
requirements and in each case on any Business Day. In case, by reason of the
suspension of publication of any Authorized Newspaper, or for any other cause,
it shall be impractical without unreasonable expense to make publication of any
notice in an Authorized Newspaper as required by this Indenture, then such
method of publication or notification as shall be made with the approval of the
Trustee shall be deemed the equivalent of the required publication of such
notice in an Authorized Newspaper.

                                       2


     "Board of Directors" means either the board of directors of the Company or
any committee of such Board of Directors or Officer duly authorized to act with
respect to a particular matter on behalf of the Board of Directors.

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

     "Business Day", when used with respect to any Place of Payment or any other
location specified in the Securities or this Indenture, means any day other than
a Saturday, Sunday or a day on which banking institutions in that Place of
Payment or location are generally authorized or obligated by law, regulation or
executive order to close, except as may be otherwise specified as contemplated
by Section 3.1.

     "Capital Stock" of any Person means any and all share capital, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, including preferred
stock, but excluding any debt securities convertible into such equity.

     "Capitalized Lease Obligation" means an obligation under a lease that is
required to be capitalized for financial reporting purposes in accordance with
generally accepted accounting principles, and the amount of Indebtedness
represented by such obligation shall be the capitalized amount of such
obligation determined in accordance with such principles.

     "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
date on which this Indenture was originally executed such Commission is not
existing and performing the duties assigned to it under the Trust Indenture Act
or the Exchange Act on such date of original execution, then the body performing
such duties at such time.

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

     "Common Stock" in respect of any Corporation means Capital Stock of any
class or classes (however designated) which has no preference as to the payment
of dividends, or as to the distribution of assets upon any voluntary or
involuntary liquidation or dissolution of such Corporation, and which is not
subject to redemption by such Corporation.

     "Company" means Quanta Capital Holdings Ltd., an exempted company
incorporated in Bermuda as a holding company, and, subject to Article XI, its
successors and assigns.

     "Company Order" and "Company Request" mean a written order or request
signed in the name of the Company (a) by the chief executive officer, the
president, any Vice President, the chief financial officer, the treasurer or
controller and (b) by any assistant treasurer, any assistant controller, the
secretary or any assistant secretary of the Company, and delivered to the
Trustee.

     "Company Senior Indebtedness" means, with respect to the Securities of any
particular series, all Indebtedness of the Company outstanding at any time,
except (a) the Securities of such series, (b) Indebtedness as to which, by the
terms of the instrument creating or evidencing the

                                       3


same, it is provided that such Indebtedness is subordinated to or pari passu
with the Securities of such series, (c) Indebtedness of the Company to, or
guaranteed on behalf of, a Subsidiary of the Company or any officer, director or
employee of the Company or any Subsidiary of the Company, (d) interest accruing
after the filing of a petition initiating any proceeding relating to the Company
referred to in Section 6.1(f) and 6.1(g) unless such interest is an allowed
claim enforceable against the Company in a proceeding under federal or state
bankruptcy laws, (e) trade accounts payable, (f) any liability for income,
franchise, real estate or other taxes owed or owing and (g) any Indebtedness,
including all other debt securities and guarantees in respect of those debt
securities, initially issued to (x) any QCH Capital Trust or (y) any trust,
partnership or other entity affiliated with the Company which is a financing
vehicle of the Company or any Affiliate of the Company in connection with the
issuance by such entity of preferred securities or other securities which are
similar to Preferred Securities that are guaranteed by the Company pursuant to
an instrument that ranks pari passu with or junior in right of payment to the
Preferred Securities Guarantees.

     "Conversion Event" means the cessation of use of (i) a Foreign Currency
both by the government of the country or the confederation which issued such
Foreign Currency and for the settlement of transactions by a central bank or
other public institutions of or within the international banking community or
(ii) any currency unit or composite currency for the purposes for which it was
established.

     "Corporate Trust Office" means the principal office of the Trustee at which
at any particular time its corporate trust business shall be administered, which
office, on the date of original execution of this Indenture, is located at 101
Barclay Street, 8W, New York, NY 10286, Attention: Corporate Trust
Administration, or at any other time at such other address as the Trustee may
designate from time to time by notice to the parties hereto, or at the principal
corporate trust office of any successor trustee as to which such successor
trustee may notify the parties hereto in writing.

     "Corporation" includes corporations, limited liability companies,
incorporated associations, companies and business trusts.

     "Depositary" means, with respect to the Securities of any series or any
Tranche thereof, which, in accordance with the determination of the Company,
will be issued in whole or in part in the form of one or more Global Securities,
The Depository Trust Company, New York, New York, another clearing agency or any
successor registered under the Exchange Act, or other applicable statute or
regulation, which, in each case, shall be designated by the Company pursuant to
either Section 2.4 or Section 3.1. If at any time there is more than one such
Person, "Depositary" as used with respect to the Securities of any such series
or Tranche thereof means the Depositary with respect to the Securities of that
series or Tranche.

     "Direct Action" has the meaning specified in Section 6.7.

     "Distributions," with respect to any QCH Capital Trust, has the meaning
specified in the applicable Trust Agreement of such QCH Capital Trust.

     "Dollar" ("$") means the coin or currency of the United States of America
as at the time

                                       4


of payment is legal tender for the payment of public and private debts.

     "Exchange Act" means the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, in each case as amended from time to time,
or any successor legislation.

     "Event of Default" means any event or condition specified as such in
Section 6.1.

     "Extension Period" has the meaning specified in Section 3.13.

     "Foreign Currency" means any currency, currency unit or composite currency,
including, without limitation, the euro, issued by the government of one or more
countries other than the United States of America or by any recognized
confederation or association of such governments.

     "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or any successor entities thereto from
time to time, and as are applicable to the financial statements of the Company,
in each case as of the date of any computation required hereunder.

     "Global Security" means, with respect to all or any part of any series of
Securities, a Security executed by the Company and authenticated and delivered
by the Trustee to the Depositary or pursuant to the Depositary's instruction,
all in accordance with this Indenture and pursuant to a Company Order, which
shall be registered in the name of the Depositary or its nominee and the
ownership of which will be registered in a "book-entry" or other system
maintained by the Depositary.

     "Government Obligations" means securities which are (i) direct obligations
of the United States of America or the other government or governments or
confederation or association of governments which issued the Foreign Currency in
which the principal of or any premium or interest on such Security or any
Additional Amounts in respect thereof shall be payable, in each case where the
payment or payments thereunder are supported by the full faith and credit of
such government or governments or confederation or association of governments;
or (ii) obligations of a Person controlled or supervised by and acting as an
agency or instrumentality of the United States of America or such other
government or governments or confederation or association of governments, in
each case where the timely payment or payments thereunder are unconditionally
guaranteed as a full faith and credit obligation by the United States of America
or such other government or governments or confederation or association of
governments, and which, in the case of (i) or (ii), are not callable or
redeemable at the option of the issuer or issuers thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific payment of interest on
or principal of or other amount with respect to any such Government Obligation
held by such custodian for the account of the holder of a depository receipt,
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the Government
Obligation or the specific payment of interest on or principal of or other
amount with respect to the Government Obligation evidenced by such depository
receipt.

                                       5


     "Guarantee Agreement" means the Preferred Securities Guarantee Agreement
with respect to the Preferred Securities of a QCH Capital Trust, substantially
in such form as may be specified as contemplated by Section 3.1 with respect to
the Securities of any series, in each case as amended from time to time.

     "Guarantor" means the Company, in its capacity as guarantor with respect to
the Preferred Securities.

     "Holder," "Registered Holder" and "Securityholder" mean, with respect to a
Security, the Person in whose name such Security is registered in the Securities
Register (which terms, in the case of a Global Security, mean the Depositary,
notwithstanding that the Depositary maintains a "book-entry" or other system for
identification of ownership in respect of such Global Security).

     The term "include" (and other forms of such term) means "include, without
limitation".

     "Indebtedness" means, with respect to any Person, (i) the principal of and
any premium and interest and Additional Amounts on (a) indebtedness of such
Person for money borrowed or (b) indebtedness evidenced by notes, debentures,
bonds or other similar instruments for the payment of which such Person is
responsible or liable; (ii) all Capitalized Lease Obligations of such Person;
(iii) all obligations of such Person issued or assumed as the deferred purchase
price of property, all conditional sale obligations and all obligations under
any title retention agreement (but excluding trade accounts payable arising in
the ordinary course of business); (iv) all obligations of such Person for the
reimbursement of any obligor on any letter of credit, banker's acceptance or
similar credit transaction (other than obligations with respect to letters of
credit securing obligations (other than obligations described in (i) through
(iii) above) entered into in the ordinary course of business of such Person to
the extent such letters of credit are not drawn upon or, if and to the extent
drawn upon, such drawing is reimbursed no later than the third Business Day
following receipt by such Person of a demand for reimbursement following payment
on the letter of credit); (v) all obligations of the type referred to in clauses
(i) through (iv) of other Persons and all dividends of other Persons for the
payment of which, in either case, such Person is responsible or liable as
obligor, guarantor or otherwise, the amount thereof being deemed to be the
lesser of the stated recourse, if limited, and the amount of the obligation or
dividends of the other Person; (vi) all obligations of the type referred to in
clauses (i) through (v) of other Persons secured by any Lien on any property or
asset of such Person (whether or not such obligation is assumed by such Person),
the amount of such obligation being deemed to be the lesser of the value of such
property or assets or the amount of the obligation so secured; and (vii) any
amendments, modifications, refundings, renewals or extensions of any
indebtedness or obligation described as Indebtedness in clauses (i) through (vi)
above.

     "Indenture" means this instrument as originally executed and delivered or,
if amended or supplemented as herein provided, as so amended or supplemented,
and includes the forms and terms of particular series of Securities established
as contemplated hereunder.

     "Institutional Trustee," with respect to any QCH Capital Trust, means the
entity acting in the capacity of Institutional Trustee pursuant to the related
Trust Agreement.

     The term "interest" means, with respect to any Original Issue Discount
Security which by

                                       6


its terms bears interest only after Maturity, interest payable after Maturity
and, when used with respect to a Security which provides for the payment of
Additional Amounts pursuant to Section 4.4, includes such Additional Amounts.

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

     "Investment Company Event" means, in respect of a QCH Capital Trust, such
QCH Capital Trust shall have received an Opinion of Counsel from a nationally
recognized independent counsel experienced in practice under the Investment
Company Act to the effect that, as a result of the occurrence of a change in law
or regulation or a written change in interpretation or application of law or
regulation by any legislative body, court, governmental agency or regulatory
authority (a "Change in 1940 Act Law"), there is a more than an insubstantial
risk that such QCH Capital Trust is or will be considered an Investment Company
that is required to be registered under the Investment Company Act, which Change
in 1940 Act Law becomes effective on or after the date of the issuance of the
Preferred Securities of such QCH Capital Trust.

     "Judgment Currency" has the meaning specified in Section 14.12.

     "Lien" means any mortgage, pledge, lien, security interest or other
encumbrance.

     "Majority in liquidation preference of the Securities" means, except as
provided by the Trust Indenture Act, Holders, voting separately as a class,
representing more than 50% of the stated liquidation preference (including the
stated amount that would be paid on redemption, liquidation or otherwise, plus
accrued and unpaid Distributions to the date upon which the voting percentages
are determined) of all Securities.

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

     "New York Banking Day" has the meaning specified in Section 14.12.

     "1940 Act" means the Investment Company Act of 1940, as amended from time
to time, or any successor legislation.

     "Officer" means the chairman of the board, the deputy chairman of the
board, the chief executive officer, the president, any Vice President, the chief
financial officer, the treasurer, any assistant treasurer, the controller, the
secretary, any assistant controller or any assistant secretary of the Company.

     "Officer's Certificate" means a certificate signed by an Officer and
delivered to the Trustee, except as otherwise specifically set forth herein.

     "Opinion of Counsel" means an opinion in writing signed by legal counsel
who may be an employee of or counsel to the Company.

                                       7


     "Original Issue 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 with respect thereto pursuant to Section 6.1.

     "Outstanding" (subject to Section 8.4) means, with reference to Securities
as of the date of determination, all Securities authenticated and delivered
under this Indenture, except:

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

         (b) Securities, or portions thereof, for the payment or redemption of
     which moneys in the necessary amount shall have been irrevocably deposited
     in trust with the Trustee or with any Paying Agent (other than the Company)
     or shall have been set aside, segregated and held in trust by the Company
     for the Holders of such Securities (if the Company shall act as its own
     Paying Agent) or for the payment of which Government Obligations shall have
     been irrevocably deposited in trust with the Trustee in accordance with
     Article XII; provided that, if such Securities, or portions thereof, are to
     be redeemed prior to the Stated Maturity thereof, notice of such redemption
     shall have been given as herein provided, or provision satisfactory to the
     Trustee shall have been made for giving such notice;

         (c) any such Security with respect to which the Company has effected
     defeasance pursuant to the terms hereof, except to the extent provided in
     Section 12.2;

         (d) Securities in substitution for which other Securities shall have
     been authenticated and delivered, or which shall have been paid, pursuant
     to the terms of Section 3.7 (except with respect to any such Security as to
     which proof satisfactory to the Trustee and the Company is presented that
     such Security is held by a Person in whose hands such Security is a legal,
     valid and binding obligation of the Company); and

         (e) any such Security converted or exchanged as contemplated by this
     Indenture into securities of the Company another issuer, if the terms of
     such Security provide for such conversion or exchange pursuant to Section
     3.1.

     In determining whether Holders of the requisite principal amount of
Outstanding Securities of any or all series have made or given any request,
demand, authorization, direction, notice, consent or waiver hereunder, or are
present to constitute a quorum at a meeting of Holders of Securities, (i) the
principal amount of an Original Issue Discount Security that shall be deemed to
be Outstanding for such purposes shall be the amount of the principal thereof
that would be due and payable as of the date of such determination upon a
declaration of acceleration with respect thereto pursuant to Section 6.1 and
(ii) 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 making such a determination or relying upon any such
quorum, consent or vote, only Securities which a Responsible Officer of the
Trustee actually knows to be so owned shall be so disregarded.

     "Overdue Rate" means, with respect to any Security of any particular
series, the rate

                                       8


designated as such in or pursuant to the resolution of the Board of Directors or
the supplemental indenture, as the case may be, relating to such Security as
contemplated by Section 3.1.

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

     "Periodic Offering" means an offering of Securities of a series from time
to time, any or all of the specific terms of which Securities, which may be in
one or more Tranches, including the rate or rates of interest, if any, thereon,
the Stated Maturity or Maturities thereof and the redemption provisions, if any,
with respect thereto, are to be determined by the Company or its agents from
time to time subsequent to the initial request for authentication and delivery
of such Securities by the Trustee, all as contemplated in Section 3.1.

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

     "Place of Payment" means, with respect to any Security, the place or places
where the principal of, and premium, if any, and interest, if any, on, such
Security are payable as specified pursuant to Section 3.1.

     "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.7 in lieu of a lost, destroyed,
mutilated or stolen Security shall be deemed to evidence the same debt as the
lost, destroyed or stolen Security.

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

     "Preferred Securities Guarantee" means the guarantee by Quanta Capital
Holdings Ltd., in its capacity as Guarantor with respect to the Preferred
Securities of a QCH Capital Trust, of distributions on such Preferred Securities
to the extent provided in the Guarantee Agreement.

     "QCH Capital Trusts" means, collectively, QCH Capital Trust I and QCH
Capital Trust II, statutory trusts formed under the Statutory Trust Act, and
any other similar trust created to issue Trust Securities and to use the
proceeds from the sale thereof to purchase Securities issued under this
Indenture.

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

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

     "Registered Holder": See "Holder".

     "Regular Record Date" for the interest payable on any Interest Payment Date
on a

                                       9


Security means the date specified for that purpose pursuant to Section 3.1 or as
specified in Section 3.8.

     "Required Currency" has the meaning specified in Section 14.12.

     "Responsible Officer" means any vice-president, any assistant
vice-president, any assistant treasurer, any trust officer or assistant trust
officer 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 that officer's knowledge of and
familiarity with the particular subject and who shall have direct responsibility
for the administration of this Indenture.

     "Securities Act" means the Securities Act of 1933, as amended, from time to
time, or any successor legislation.

     "Securities Register" and "Securities Registrar" have the meaning specified
in Section 3.6.

     "Security" or "Securities" has the meaning stated in the recitals of this
Indenture.

     "Senior Indebtedness" means Company Senior Indebtedness with respect to the
Securities of such series.

     "Special Event" means an Investment Company Event or a Tax Event.

     "Special Record Date" for the payment of any defaulted interest means a
date fixed pursuant to Section 3.8.

     "Stated Maturity" means, with respect to any Security or any installment of
principal thereof or interest thereon or any Additional Amounts with respect
thereto, the date specified in such Security as the fixed date on which the
principal of such Security or such installment of principal or interest is, or
such Additional Amounts are, due and payable (without regard to any provisions
for redemption, prepayment, acceleration, purchase or extension).

     "Statutory Trust Act" means Chapter 38 of Title 12 of the Delaware Code, 12
Del. C. ss. 3801 et seq., as it may be amended from time to time, or any
successor legislation.

     "Subsidiary" means, in respect of any Person, any Corporation, limited or
general partnership or other business entity of which at the time of
determination more than 50% of the voting power of the shares of its Capital
Stock or other interests (including partnership interests) entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is owned or controlled, directly or
indirectly, by (i) such Person, (ii) such Person and one or more Subsidiaries of
such Person or (iii) one or more Subsidiaries of such Person.

     "Tax Event" means, in respect of a QCH Capital Trust, such QCH Capital
Trust shall have received an Opinion of Counsel, rendered by a nationally
recognized independent tax

                                       10


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 therefor or therein, or (b) any amendment to, or
change in, an interpretation or application of any such laws or regulations by
any legislative body, court, governmental agency or regulatory authority
(including the enactment of any legislation and the publication of any judicial
decision or regulatory determination on or after the date of the issuance of the
Preferred Securities of such QCH Capital Trust), in either case on or after the
date of the issuance of the Preferred Securities of such QCH Capital Trust,
there is more than an insubstantial risk that (i) the QCH Capital Trust is or
will be subject to United States Federal income tax with respect to interest
received on the corresponding series of Securities, or (ii) such QCH Capital
Trust is, or will be within 90 days of the date of such Opinion of Counsel,
subject to more than a de minimis amount of taxes, duties, assessments or other
governmental charges.

     "Trust Agreement" means the Declaration of Trust substantially in the form
attached hereto as Annex A, as amended by an Amended and Restated Declaration of
Trust Agreement substantially in such form as may be specified as contemplated
by Section 3.1 with respect to the Securities of any series, in each case as
amended from time to time.

     "Tranche" means a group of Securities which (a) are of the same series and
(b) are identical except as to principal amount and/or date of issuance.

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

     "Trust Securities," with respect to any QCH Capital Trust, means,
collectively, the Common Securities and Preferred Securities issued by such QCH
Capital Trust.

     "Trustee" means the Person identified as "Trustee" in the first paragraph
hereof and, subject to the provisions of Article VII, shall also include any
successor trustee.

     "United States," except as otherwise provided in or pursuant to this
Indenture or any Board Resolution, Company Order and Company Request or both,
means the United States of America (including the states thereof and the
District of Columbia), its territories and possessions and other areas subject
to its jurisdiction.

     "United States Alien," except as otherwise provided in or pursuant to this
Indenture or any supplemental indenture, means any Person who, for United States
Federal income tax purposes, is a foreign corporation, a non-resident alien
individual, a non-resident alien fiduciary of a foreign estate or trust, or a
foreign partnership one or more of the members of which is, for United States
Federal income tax purposes, a foreign corporation, a non-resident alien
individual or a non-resident alien fiduciary of a foreign estate or trust.

     "Vice President" means any vice president, whether or not designated by a
number or a word or words added before or after the title "vice president".

                                       11


                                   ARTICLE II
                                 SECURITY FORMS

     Section 2.1 Forms Generally. The Securities of each series shall be in
substantially such form (not inconsistent with this Indenture) as shall be
established pursuant to Section 3.1, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture or any indenture supplemental hereto, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as the Company may deem appropriate and as are not
contrary to the provisions of this Indenture, or as may be required to comply
with any law or with any rules made pursuant thereto or with any rules of any
securities exchange or of any automated quotation system, or to conform to
usage, all as determined by the officers executing such Securities, as
conclusively evidenced by their execution of the Securities. If the forms of
Securities of the series are established by, or by action taken pursuant to, a
Board Resolution, a copy of the Board Resolution together with an appropriate
record of any such action taken pursuant thereto, including a copy of the
approved form of Securities, 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 3.3 for the authentication
and delivery of such Securities.

     The definitive Securities shall be prepared by the Company and shall be
printed, lithographed or engraved on steel-engraved borders, or may be produced
in any other manner, all as determined by the officers executing such
Securities, as conclusively evidenced by their execution of such Securities,
subject to the rules of any securities exchange or automated quotation system on
which such Securities are listed or quoted and (with respect to Global
Securities) to the rules of the Depositary.

     Section 2.2 Form of Trustee's Certificate of Authentication. The Trustee's
certificate of authentication on all Securities shall be in substantially the
following form:

                         "CERTIFICATE OF AUTHENTICATION

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


---------------------------
as Trustee

By:
    -----------------------
     Authorized Signatory"

     Section 2.3 Form of Trustee's Certificate of Authentication by an
Authenticating Agent. If at any time there shall be an Authenticating Agent
appointed with respect to any series of Securities, then the Trustee's
certificate of authentication by such Authenticating Agent on all Securities of
each such series shall be in substantially the following form:

                         "CERTIFICATE OF AUTHENTICATION

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


                                       12


mentioned Indenture.




--------------------------------------
as Trustee

By:[NAME OF AUTHENTICATING AGENT], Authenticating Agent

By:
    ---------------------------------
    Authorized Signatory"

     Section 2.4 Securities Issuable in the Form of Global Securities.

     (a) If the Company shall establish pursuant to Section 3.1 that the
Securities of a particular series are to be issued in whole or in part as one or
more Global Securities, then the Company shall execute, and the Trustee shall,
in accordance with Section 3.3 and the Company Order deliver to the Trustee
thereunder, authenticate and make available for delivery, one or more Global
Securities, each of which (i) shall represent an aggregate principal amount
equal to the aggregate principal amount of the Outstanding Securities of such
series to be represented by such Global Security and may also provide that the
aggregate amount of Outstanding Securities represented thereby may from time to
time be increased or reduced to reflect exchanges, (ii) shall be registered in
the name of the Depositary or its nominee, (iii) shall be delivered by the
Trustee to the Depositary or pursuant to the Depositary's instruction and (iv)
if required by the Depositary, shall bear a legend reflecting the Depositary's
interest in such Global Security.

     (b) Notwithstanding any provision of Section 3.6, any Global Security
thereof may be transferred, in whole but not in part, and in the manner provided
in Section 3.6, only to another nominee of the Depositary for such series or
Tranche, or to a successor Depositary for such series selected or approved by
the Company or to a nominee of such successor Depositary.

     (c) If at any time the Depositary for Securities of a series or Tranche
thereof notifies the Company that it is unwilling or unable to continue as
Depositary for Securities of such series or Tranche or if at any time the
Depositary shall no longer be registered or in good standing under the Exchange
Act, or other applicable statute or regulation, and a successor Depositary is
not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such condition, as the case may be, this Section
shall no longer be applicable to the Securities of such series or Tranche and
the Company will execute, and the Trustee, upon receipt of a Company Order for
the authentication and delivery of individual securities of such series or
Tranche, will authenticate and make available for delivery, Securities of such
series or Tranche, in authorized denominations, and in an aggregate principal
amount equal to the aggregate principal amount of the Global Security or Global
Securities of such series or Tranche in exchange for such Global Security or
Global Securities.

     The Company may at any time determine that Securities of any series or
Tranche thereof shall no longer be represented by one or more Global Securities
and that the provisions of this Section shall no longer apply to the Securities
of such series or Tranche. In such event the Company will execute and the
Trustee, upon receipt of a Company Order for the authentication

                                       13


and delivery of individual Securities of such series or Tranche, will
authenticate and make available for delivery Securities of such series or
Tranche, in authorized denominations, and in an aggregate principal amount equal
to the aggregate principal amount of the Global Security or Global Securities of
such series or Tranche in exchange for such Global Security.

     If specified by the Company pursuant to Section 3.1 with respect to a
series of Securities or Tranche thereof, the Depositary for such series or
Tranche may surrender a Global Security for such series or Tranche in exchange
in whole or in part for individual Securities of such series or Tranche on such
terms as are acceptable to the Company and such Depositary. Thereupon, the
Company shall execute, and the Trustee shall authenticate and make available for
delivery, without service charge,

         (i) to each Person specified by such Depositary a new individual
     Security or Securities of the same series or Tranche, of any authorized
     denomination as requested by such Person in aggregate principal amount
     equal to and in exchange for such Persons' beneficial interest in the
     Global Security; and

         (ii) to such Depositary a new Global Security in a denomination equal
     to the difference, if any, between the principal amount of the surrendered
     Global Security and the aggregate principal amount of individual Securities
     delivered to Holders thereof.

     In any exchange provided for in any of the preceding paragraphs of this
Section, the Company will execute and the Trustee will authenticate and make
available for delivery individual Securities in registered form in authorized
denominations.

     Upon the exchange of a Global Security for individual Securities, such
Global Security shall be cancelled by the Trustee. Individual Securities issued
in exchange for a Global Security pursuant to this Section shall be registered
in such names and in such authorized denominations as the Depositary for such
Global Security shall instruct the Trustee.

     The Trustee shall make such Securities available for delivery to the
Persons in whose names such Securities are so registered.

                                   ARTICLE III
                                 THE SECURITIES

     Section 3.1 Amount Unlimited; Issuable in Series. The aggregate principal
amount of Securities which may be authenticated and delivered under this
Indenture is unlimited. The Securities of each series shall be subordinated in
right of payment to all Company Senior Indebtedness with respect to such series
as provided in Article XIII.

     The Securities may be issued from time to time in one or more series. With
respect to the Securities of any particular series, there shall be established
in, or pursuant to the authority granted in, a resolution of the Board of
Directors, and set forth in an Officer's Certificate, or established in one or
more indentures supplemental hereto prior to the issuance of Securities of a
series:

         (a) the form of the Securities of the series;

                                       14


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

         (c) any limit upon the aggregate principal amount of the Securities of
     the 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
     Company or exchange for Securities of another issuer pursuant to its terms,
     or pursuant to or as contemplated by the terms of such Securities);

         (d) the date or dates on which the Securities of the series may be
     issued;

         (e) the date or dates, which may be serial, on which the principal of,
     and premium, if any, on, the Securities of the series are payable;

         (f) the rate or rates, or the method of determination thereof, at which
     the Securities of the series shall bear interest, if any, the rate or rates
     and the extent to which Additional Interest, if any, shall be payable in
     respect of such Securities, the date or dates, if any, from which such
     interest shall accrue or the method or methods, if any, by which such date
     or dates are to be determined, the Interest Payment Dates, if any, on which
     such interest shall be payable on a cash basis and the Regular Record Date,
     if any, for the interest payable on Registered Securities on any Interest
     Payment Date, the right, pursuant to Section 3.13 hereof or as otherwise
     set forth therein, of the Company to defer or extend an interest payment
     period and the duration of any such Extension Period, including the maximum
     consecutive period during which interest payment periods may be extended,
     whether and under what circumstances Additional Amounts on such Securities
     or any of them shall be payable, any Overdue Rate (including the rate or
     rates at which overdue principal shall bear interest, if different from the
     rate or rates at which such Securities shall bear interest prior to
     Maturity, and, if applicable, the rate or rates at which overdue premium or
     interest shall bear interest, if any); any formula or other method or other
     means by which any such rate or rates shall be determined, by reference to
     an index or other fact or event ascertainable outside this Indenture or
     otherwise; the date or dates from which such interest shall accrue the
     method or methods, if any, by which such date or dates are to be
     determined, the Interest Payment Dates on which such interest shall be
     payable and the Regular Record Date, if other than as set forth in Section
     3.8, for the determination of Holders to whom interest is payable, whether
     and under what circumstances Additional Amounts on such Securities or any
     of them shall be payable, the notice, if any, to Holders regarding the
     determination of interest on a floating rate Security, and the manner of
     giving such notice, and the basis upon which interest shall be calculated
     if other than that of a 360-day year of twelve 30-day months;

         (g) the place or places where the principal of, and premium, if any,
     and interest on or Additional Amounts, if any, with respect to such
     Securities of the series shall be payable (if other than as provided in
     Section 4.2);

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

                                       15


     Company, pursuant to any sinking fund or otherwise;

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

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

         (k) whether the Securities of the series will be convertible into other
     securities of the Company and/or exchangeable for securities of the
     Guarantor or another issuer, and, if so, the terms and conditions upon
     which such Securities will be so convertible or exchangeable, and any
     deletions from or modifications or additions to this Indenture to permit or
     to facilitate the issuance of such convertible or exchangeable Securities
     or the administration thereof;

         (l) whether the Securities of the series are to be issued as Original
     Issue Discount Securities and, if so, the amount of the discount with
     respect thereto;

         (m) if other than the principal amount thereof, the portion of the
     principal amount of the Securities of the series which shall be payable
     upon declaration of acceleration with respect thereto pursuant to Section
     6.1 or payable in bankruptcy pursuant to Section 6.2;

         (n) the relative degree, if any, to which Securities of such series and
     the Guarantor shall be senior to or be subordinated to other series of
     Securities in respect thereof or other Indebtedness of the Company in right
     of payment, whether such other series of Securities or other Indebtedness
     is outstanding or not;

         (o) any Events of Default or restrictive covenants provided for with
     respect to the Securities of the series, if other than as set forth in
     Section 6.1, Article IV and Article XI;

         (p) in case the Securities of the series do not bear interest, the
     applicable dates for the purpose of Section 3.8;

         (q) whether either or both of Section 12.2(b) relating to defeasance or
     Section 12.2(c) relating to covenant defeasance shall not be applicable to
     the Securities of such series, or any covenants in addition to those
     specified in Section 12.2(c) relating to the Securities of such series
     which shall be subject to covenant defeasance, and any deletions from, or
     modifications or additions to, the provisions of Article XII in respect of
     the Securities of such series;

         (r) any trustees, paying agents, transfer agents or registrars with
     respect to the

                                       16


     Securities of the series;

         (s) whether the Securities of the series are issuable in whole or in
     part as one or more Global Securities and, in such case, the identity of
     the Depositary for such Global Security or Global Securities;

         (t) the extent to which, or the manner in which, any interest payment
     or Additional Amounts on a Global Security on an Interest Payment Date will
     be paid and the manner in which any principal or premium, if any, on any
     Global Security will be paid;

         (u) any restrictions on transfer with respect to the Securities of the
     series and any legend reflecting such restrictions to be placed on such
     Securities;

         (v) the form or forms of the Trust Agreement (if different from the
     form attached hereto as Annex A), Amended and Restated Trust Agreement and
     Guarantee Agreement;

         (w) if the amount of payment of principal of, and premium, if any, or
     interest on or Additional Amounts, if any, with respect to such Securities
     of the series may be determined with reference to an index, formula or
     other method, and, if so, the terms and conditions upon which and the
     manner in which such amounts shall be determined;

         (x) any exceptions to Section 14.9 or in the definition of "Business
     Day" with respect to the Securities of the series;

         (y) if other than U.S. dollars, the Foreign Currency in which the
     Securities of such series shall be denominated and in which payments or
     principal of, and any premium or interest on or Additional Amounts with
     respect to, such Securities shall or may be payable;

         (z) if the principal of, any premium or interest on or any Additional
     Amounts with respect to any of such Securities are to be payable, at the
     election of the Company or a Holder thereof or otherwise, in Dollars or in
     a Foreign Currency other than that in which such Securities are stated to
     be payable, the date or dates on which, the period or periods within which,
     and the other terms and conditions upon which, such election may be made,
     and the time and manner of determining the exchange rate between the
     Currency in which such Securities are stated to be payable and the Currency
     in which such Securities or any of them are to be paid pursuant to such
     election, and any deletions from or modifications of or additions to the
     terms of this Indenture to provide for or to facilitate the issuance of
     Securities denominated or payable, at the election of the Company or a
     Holder thereof or otherwise, in a Foreign Currency; and

         (aa) any other terms of the series and any other modifications or
     additions to this Indenture in respect of such Securities (which terms
     shall not be contrary to the provisions of this Indenture).

     With respect to Securities of a series subject to a Periodic Offering, such
resolution of the

                                       17


Board of Directors or indenture supplemental hereto may provide general terms or
parameters and may provide that the specific terms of particular Securities, and
the Persons authorized to determine such terms or parameters, may be determined
in accordance with or pursuant to the Company Order referred to in Section 3.1.

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

     Anything herein to the contrary notwithstanding, the Trustee shall be under
no obligation to authenticate and deliver Securities of any series the terms of
which, established as contemplated by this Section, would affect the rights,
duties, obligations, liabilities or immunities of the Trustee under this
Indenture.

     Section 3.2 Form and Denominations. In the absence of any specification
pursuant to Section 3.1 with respect to the Securities of any series, the
Securities of such series shall be issuable in fully registered form, without
coupons, in denominations of $1,000 and any integral multiple thereof.

     Section 3.3 Authentication, Dating and Delivery of Securities. At any time
and from time to time after the original execution and delivery of this
Indenture, the Company may deliver Securities of any series, executed by the
Company, to the Trustee for authentication. Except as otherwise provided in this
Article, the Trustee shall thereupon authenticate and make available for
delivery, or cause to be authenticated and delivered, said Securities to or upon
a Company Order, without any further action by the Company; provided, however,
that the Trustee shall authenticate and make available for delivery Securities
of such series for original issue from time to time in the aggregate principal
amount established for such series pursuant to such procedures, acceptable to
the Trustee and to such recipients, as may be specified from time to time by a
Company Order. The maturity dates, original issue dates, interest rates and any
other terms of the Securities of such series shall be determined by or pursuant
to such Company Order and procedures. If provided for in such procedures, such
Company Order may authorize authentication and delivery pursuant to oral
instructions from the Company or its duly authorized agent, which instructions
shall be promptly confirmed in writing.

     In authenticating such Securities and accepting the responsibilities under
this Indenture in relation to such Securities, the Trustee shall be provided
with, prior to the initial authentication of such Securities, and (subject to
Section 7.1) shall be fully protected in relying upon:

         (a) a Board Resolution relating thereto;

         (b) an Officer's Certificate or an executed supplemental indenture
     setting forth the terms of such Securities as provided in Section 3.1;

         (c) an Officer's Certificate, which shall state that all conditions
     precedent provided for in this Indenture relating to the issuance of such
     Securities have been complied with, that no Event of Default with respect
     to any series of Securities has occurred and is continuing and that the
     issuance of such Securities does not constitute and will not result in

                                       18



               (i) any Event of Default or any event or condition, which, upon
         the giving of notice or the lapse of time or both, would become an
         Event of Default; or

               (ii) any default under the provisions of any other instrument or
         agreement by which the Company is bound; and

         (d) an Opinion of Counsel, which shall state:

               (i) that the form and the terms of such Securities have been duly
         authorized by the Company and have been established in conformity with
         the provisions of this Indenture;

               (ii) 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 binding obligations of the Company enforceable in accordance with
         their terms, except to the extent enforceability may be limited by
         applicable bankruptcy, insolvency, reorganization, moratorium,
         arrangement, fraudulent conveyance, fraudulent transfer and other
         similar laws affecting the enforcement of creditors' rights generally
         and by general principles of equity (regardless of whether
         enforceability is considered in a proceeding in equity or at law);

               (iii) that no consent, approval, authorization, order,
         registration or qualification of or with any court or any governmental
         agency or body having jurisdiction over the Company is required for the
         execution and delivery of such Securities by the Company, except such
         as have been obtained (and except that no opinion need be expressed as
         to state securities or "blue sky" laws); and

               (iv) all applicable laws, requirements and conditions precedent
         contained herein in respect of the execution and delivery by the
         Company of such Securities have been complied with.

     Notwithstanding the provisions of Section 3.1 and of the immediately
preceding paragraph, with respect to Securities of a series subject to a
Periodic Offering, the Trustee shall be provided with the Officer's Certificate
otherwise required pursuant to Section 3.3(c) and the Opinion of Counsel
required by this Section 3.3(d) only once at or prior to the time of the first
authentication and delivery of such Securities (provided that such Opinion of
Counsel addresses the authentication and delivery of all such Securities) and
that, in lieu of the opinions described in clauses (ii) and (iii) above, Counsel
may opine that:

         (x) when the terms of such Securities shall have been established
     pursuant to a Company Order or Orders or pursuant to such procedures as may
     be specified from time to time by a Company Order or Orders, all as
     contemplated by and in accordance with the instrument or instruments
     delivered pursuant to clause (i) above, such terms will have been duly
     authorized by the Company and will have been established in conformity with
     the provisions of this Indenture; and

                                       19


         (y) when such Securities shall have been authenticated and delivered by
     the Trustee in accordance with this Indenture and the Company Order or
     Orders or the specified procedures referred to in paragraph (x) above and
     issued and delivered by the Company in the manner and subject to any
     conditions specified in such Opinion of Counsel, such Securities will
     constitute valid obligations of the Company enforceable in accordance with
     their terms except to the extent enforceability may be limited by
     applicable bankruptcy, insolvency, reorganization, moratorium and other
     similar laws affecting the enforcement of creditors rights generally and by
     the effect of general principles of equity (regardless of whether
     enforceability is considered in a proceeding in equity or at law).

     With respect to Securities of a series subject to a Periodic Offering, the
Trustee may conclusively rely, as to the authorization by the Company of any of
such Securities, the forms and terms thereof, the validity thereof and the
compliance of the authentication and delivery thereof with the terms and
conditions of this Indenture, upon the Opinion or Opinions of Counsel, the
Officer's Certificate and the certificates and other documents delivered
pursuant to this Section 3.3 at or prior to the time of the first authentication
and delivery of Securities of such series until any of such opinions,
certificates or other documents have been superseded or revoked or expire by
their terms; provided, however, that any request by the Company to the Trustee
to authenticate and deliver Securities of such series shall constitute a
representation and warranty by the Company that as of the date of such request
the statements made in the most recent Officer's Certificate delivered pursuant
to Section 3.3(c) are true and correct as if made on and as of the date thereof.

     The Trustee shall have the right to decline to authenticate and make
available for delivery any Securities under this Section if the Trustee, being
advised by counsel, determines that such action would expose the Trustee to
personal liability.

     Each Security shall be dated the date of its authentication, except as
otherwise provided pursuant to Section 3.1 with respect to the series of which
such Security is a part and except that any substitute Security under Section
3.7 shall be dated so that neither gain nor loss in interest shall result from
any mutilation, destruction, loss or theft of the relevant Predecessor Security.

     Section 3.4 Execution of Securities. The Securities shall be signed in the
name of and on behalf of the Company by both (a) its chairman, deputy chairman,
chief executive officer, president, chief financial officer or any vice
president and (b) its treasurer, any assistant treasurer, its controller, any
assistant controller, its secretary or any assistant secretary, which may, but
need not, be attested. Such signatures may be the manual or facsimile signatures
of such officers. Typographical and other minor errors or defects in any such
signature shall not affect the validity or enforceability of any Security that
has been duly authenticated and delivered by the Trustee.

     In case any officer of the Company who shall have signed any of the
Securities shall cease to be such officer before the Security so signed shall be
authenticated and delivered by or on behalf of the Trustee or disposed of by the
Company, such Securities nevertheless may be authenticated and delivered or
disposed of as though the Person who signed such Securities had not ceased to be
such officer of the Company; and any Security may be signed on behalf of the

                                       20


Company by such Persons as, at the actual date of the original execution of such
Security, shall be the proper officers of the Company, although at the date of
the original execution and delivery of this Indenture, or at the date of such
Security, any such Person was not such an officer.

     Section 3.5 Certificate of Authentication. No Security shall be entitled to
the benefits of this Indenture or be valid or obligatory for any purpose, unless
there appears on such Security a certificate of authentication substantially in
the form hereinbefore recited, executed by or on behalf of the Trustee by manual
signature. Such certificate by or on behalf of the Trustee upon any Security
executed by the Company shall be conclusive evidence that the Security so
authenticated has been duly authenticated and delivered hereunder and that the
Holder is entitled to the benefits of this Indenture.

     Section 3.6 Registration, Registration of Transfer and Exchange. Subject to
the conditions set forth below (and subject, with respect to Global Securities,
to Section 2.4), Securities of any series may be exchanged for a like aggregate
principal amount of Securities of the same series and having the same terms but
in other authorized denominations. Securities to be exchanged shall be
surrendered at the offices or agencies to be maintained for such purposes as
provided in Section 4.2, and the Company shall execute and the Trustee or any
Authenticating Agent shall authenticate and make available for delivery in
exchange therefor the Security or Securities which the Holder making the
exchange shall be entitled to receive.

     The Company shall keep or cause to be kept, at one of said offices or
agencies maintained pursuant to Section 4.2, a register for each series of
Securities issued hereunder (hereinafter collectively referred to as the
"Securities Register") in which, subject to such reasonable regulations as it
may prescribe, the Company shall, subject to the provisions of Section 2.4,
provide for the registration of Securities of such series and shall register the
transfer of Securities of such series as in this Article provided. The
Securities Register shall be in written form or in any other form capable of
being converted into written form within a reasonable time. The Trustee is
hereby appointed as the initial "Securities Registrar" for the purpose of
registering Securities and registering transfers of Securities as herein
provided. Subject to the provisions of Section 2.4, upon surrender for
registration of transfer of any Security of any series at any such office or
agency, the Company shall execute and the Trustee or any Authenticating Agent
shall authenticate and make available for delivery in the name of transferee or
transferees a new Security or Securities of the same series for an equal
aggregate principal amount.

     The Company shall have the right to remove and replace from time to time
the Securities Registrar for any series of Securities; provided that no such
removal or replacement shall be effective until a successor Securities Registrar
with respect to such series of Securities shall have been appointed by the
Company and shall have accepted such appointment by the Company. In the event
that the Trustee shall not be or shall cease to be Securities Registrar with
respect to a series of Securities, it shall have the right to examine the
Securities Register for such series at all reasonable times. There shall be only
one Securities Register for each series of Securities.

     All Securities presented for registration of transfer or for exchange,
redemption or payment shall (if so required by the Company or the Securities
Registrar) be duly endorsed by, or be accompanied by a written instrument or
instruments of transfer in form satisfactory to the

                                       21


Company and the Securities Registrar duly executed by, the Holder thereof or his
attorney duly authorized in writing.

     Each Security issued upon registration of transfer or exchange of
Securities pursuant to this Section shall be the valid obligation of the
Company, evidencing the same indebtedness and entitled to the same benefits
under this Indenture as the Security or Securities surrendered upon registration
of such transfer or exchange.

     No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 3.10, Section 10.6 or Section 15.3 not involving
any transfer.

     The Company shall not be required (a) to issue, exchange or register the
transfer of any Securities of any series during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of such series and ending at the close of business on
the day of such mailing, or (b) to exchange or register the transfer of any
Securities selected, called or being called for redemption except, in the case
of any Security to be redeemed in part, the portion thereof not to be redeemed.

     Section 3.7 Mutilated, Destroyed, Lost and Stolen Securities. In case any
temporary or definitive Security shall become mutilated (whether by defacement
or otherwise) or be destroyed, lost or stolen, and 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, except as otherwise provided in this Section,
execute, and upon a Company Request, the Trustee shall authenticate and make
available for delivery, a new Security of the same series, tenor and principal
amount, bearing a number, letter or other distinguishing symbol not
contemporaneously outstanding, in exchange and substitution for the mutilated
Security, or in lieu of and in substitution for the Security so destroyed, lost
or stolen. In every case the applicant for a substituted Security shall furnish
to the Company and to the Trustee and any agent of the Company or the Trustee
such security or indemnity as may be required by them to save each of them
harmless, and, in every case of destruction, loss or theft, the applicant shall
also furnish to the Company and the Trustee and any agent of the Company or the
Trustee evidence to their satisfaction of the destruction, loss or theft of such
Security and of the ownership thereof.

     Upon the issuance of any substitute 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 or any Authenticating
Agent) connected therewith.

     In case any Security which has matured or is about to mature or has been
called for redemption in full shall become mutilated or be destroyed, lost or
stolen, the Company may, instead of issuing a substitute Security, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated Security). In every case, the applicant for such payment shall
furnish to the Company and to the Trustee and any agent of the Company or the
Trustee such security or indemnity as any of them may require to save each of
them harmless,

                                       22


and, in every case of destruction, loss or theft, the applicant shall also
furnish to the Company and the Trustee and any agent of the Company or the
Trustee evidence to their satisfaction of the destruction, loss or theft of such
Security and of the ownership thereof.

     Every substitute Security of any series issued pursuant to the provisions
of this Section by virtue of the fact that any such Security is destroyed, lost
or stolen shall constitute an 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 (but shall be
subject to all the limitations of rights set forth in) this Indenture equally
and proportionately with any and all other Securities of such series duly
authenticated and delivered hereunder. All Securities shall be held and owned
upon the express condition that, to the extent permitted by law, the foregoing
provisions of this Section are exclusive with respect to the replacement or
payment of mutilated (whether by defacement or otherwise) or destroyed, lost or
stolen Securities and shall preclude any and all other rights or remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary
with respect to the replacement or payment of negotiable instruments or other
securities without their surrender.

     Section 3.8 Payment of Interest and Certain Additional Amounts; Interest
Rights and Certain Additional Amounts Preserved. The Holder of any Securities at
the close of business on the Regular Record Date with respect to any Interest
Payment Date shall be entitled to receive the interest, if any, and any
Additional Amounts payable on such Interest Payment Date notwithstanding the
cancellation of such Securities upon any registration of transfer or exchange
subsequent to the Regular Record Date and prior to such Interest Payment Date,
and, if provided for in the Board Resolution or supplemental indenture pursuant
to Section 3.1, in the case of a Security issued between a Regular Record Date
and the initial Interest Payment Date relating to such Regular Record Date,
interest for the period beginning on the date of issue and ending on such
initial Interest Payment Date shall be paid to the Person to whom such Security
shall have been originally issued. Except as otherwise specified as contemplated
by Section 3.1, for Securities of a particular series the term "Regular Record
Date" as used in this Section with respect to any Interest Payment Date shall
mean the close of business on the last day of the calendar month preceding such
Interest Payment Date if such Interest Payment Date is the fifteenth day of a
calendar month and shall mean the close of business on the fifteenth day of the
calendar month preceding such Interest Payment Date if such Interest Payment
Date is the first day of a calendar month, whether or not such day shall be a
Business Day. At the option of the Company, payment of interest on any Security
may be made by check mailed to the address of the Person entitled thereto (which
shall be the Depositary in the case of Global Securities) as such address shall
appear in the Securities Register.

     If and to the extent the Company shall default in the payment of the
interest due or any Additional Amounts on such Interest Payment Date in respect
of any Securities, such defaulted interest shall be paid by the Company at its
election in each case, as provided in clause (a) or (b) below:

         (a) The Company may make payment of any defaulted interest to the
     Holder of Securities at the close of business on a Special Record Date
     established by notice given by mail, by or on behalf of the Company, to
     such Holder not less than 15 days preceding such Special Record Date, such
     Special Record Date to be not less than 10

                                       23


     days preceding the date for payment of such defaulted interest.

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

     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, which were carried by such other Security.

     Section 3.9 Cancellation of Securities; Destruction Thereof. All Securities
surrendered for payment, redemption, registration of transfer or exchange, or
for credit against any payment in respect of a sinking or analogous fund, shall,
if surrendered to the Company or any Paying Agent or any Securities Registrar,
be delivered to the Trustee for cancellation or, if surrendered to the Trustee,
shall be cancelled by it, and no Securities shall be issued in lieu thereof
except as expressly permitted by any of the provisions of this Indenture. All
cancelled Securities held by the Trustee shall be disposed of by the Trustee in
accordance with its customary procedures, unless by a Company Order the Company
directs their return to it. If the Company shall acquire any of the Securities,
such acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Securities unless and until the same are
delivered to the Trustee for cancellation.

     Section 3.10 Temporary Securities. Pending the preparation by the Company
of definitive Securities of any series, the Company may execute and the Trustee
shall authenticate and make available for delivery in the manner provided in
Section 3.3, temporary Securities for such series (printed, lithographed,
typewritten or otherwise reproduced, in each case in form satisfactory to the
Trustee). Temporary Securities of any series shall be issuable in any authorized
denomination, and substantially in the form of the definitive Securities of such
series in lieu of which they are issued but with such omissions, insertions and
variations as may be appropriate for temporary securities, all as may be
determined by the Company with the concurrence of the Trustee. Temporary
Securities may contain such reference to any provisions of this Indenture as may
be appropriate. Every temporary Security shall be executed by the Company and be
authenticated by the Trustee upon the same conditions and in substantially the
same manner, and with like effect, as the definitive Securities. Without
unreasonable delay the Company shall execute and shall furnish definitive
Securities of such series and thereupon temporary Securities of such series may
be surrendered in exchange therefor without charge at the Corporate Trust Office
of the Trustee, and the Trustee shall authenticate and make available for
delivery in exchange for such temporary Securities an equal aggregate principal
amount of definitive Securities of the same series. Such exchange shall be made
by the Company at its own expense and without any charge therefor except that in
case of any such exchange involving any registration of transfer the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto. Until so exchanged, the
temporary Securities of any series shall in all respects be entitled to the same
benefits under this

                                       24


Indenture as definitive Securities of such series authenticated and delivered
hereunder.

     Section 3.11 Computation of Interest. Except as otherwise specified as
contemplated by Section 3.1 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.

     Section 3.12 CUSIP Numbers. The Company in issuing the Securities may use
"CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use
"CUSIP" numbers in notices of redemption as a convenience to Holders as set
forth in Section 15.2. The Company shall notify the Trustee in writing of any
change in "CUSIP" numbers.

     Section 3.13 Extension of Interest Payment Period. If specified as
contemplated by Section 3.1 with respect to the Securities of a particular
series and subject to the terms, conditions and covenants, if any, so specified,
the Company shall have the right, at any time and from time to time during the
term of such series, to defer the payment of interest on such Securities for
such period or periods as may be specified as contemplated by Section 3.1 (each,
an "Extension Period"), during which Extension Periods the Company shall have
the right to make no payments or partial payments of interest on any Interest
Payment Date. No Extension Period shall end on a day 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). Prior to the termination of
any such Extension Period, the Company may further extend the interest payment
period, provided that no Extension Period shall exceed the period or periods
specified in such Securities or extend beyond the Stated Maturity of the
principal of such Securities. Upon termination of any Extension Period and upon
the payment of all accrued and unpaid interest and any Additional Interest then
due on any Interest Payment Date, the Company may elect to begin a new Extension
Period, subject to the above requirements. No interest shall be due and payable
during an Extension Period, except at the end thereof.

     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 Interest Payment Date or, with respect to
the Securities of a series issued to a QCH Capital Trust, prior to the earlier
of (i) the date the Distributions on the Preferred Securities of such QCH
Capital Trust are payable or (ii) the date the trustees of such QCH Capital
Trust are 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, but in any event not
less than one Business Day prior to such record date.

     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 such
series.

     Section 3.14 Right of Set-Off. With respect to the Securities of a series
issued to a QCH Capital Trust, notwithstanding anything to the contrary in this
Indenture, the Company shall have the right to set-off any payment it is
otherwise required to make thereunder in respect of any such Security to the
extent the Company, as applicable, has theretofore made, or is concurrently on
the date of such payment making, a payment under the Preferred Securities

                                       25


Guarantee relating to such Security or under Section 6.7 hereof, as applicable.

     Section 3.15 Agreed Tax Treatment. Each Security issued hereunder shall
provide that the Company and, by its acceptance of a Security or a beneficial
interest therein, the Holder of, and any Person that acquires a beneficial
interest in, such Security agree that for United States Federal, state and local
tax purposes it is intended that such Security constitute indebtedness.

     Section 3.16 Extension of Stated Maturity; Adjustment of Stated Maturity
Upon an Exchange. If specified as contemplated by Section 3.1 with respect to
the Securities of a particular series, the Company shall have the right to (a)
change the Stated Maturity of the principal of the Securities of such series
upon the liquidation of the applicable QCH Capital Trust and the exchange of
such Securities for the Preferred Securities of such QCH Capital Trust, or (b)
extend the Stated Maturity of the principal of the Securities of such series;
provided that, at the time any election pursuant to clause (b) above to extend
such Stated Maturity is made and at the time of such extension, (i) the Company
is not in bankruptcy, otherwise insolvent or in liquidation, (ii) the Company is
not in default in the payment of any interest or principal or Additional Amounts
on the Securities of such series and no deferred interest payments thereon have
accrued, (iii) the applicable QCH Capital Trust is not in arrears on payments of
Distributions on its Preferred Securities and no deferred Distributions thereon
have accumulated, (iv) the Securities of such series are rated not less than
BBB- by Standard & Poor's Ratings Services or Baa3 by Moody's Investors Service,
Inc. or the equivalent by any other nationally recognized statistical rating
organization and (v) the extended Stated Maturity is no later than the 49th
anniversary of the initial issuance of the Preferred Securities of the
applicable QCH Capital Trust; provided, further, that, if the Company exercises
its right to liquidate the applicable QCH Capital Trust and exchange the
Securities of such series for the Preferred Securities of such QCH Capital Trust
as specified in clause (a) above, any changed Stated Maturity of the principal
of the Securities of such series shall be no earlier than the date that is five
years after the initial issue date of the Preferred Securities and no later than
the date 30 years (plus an extended term of up to an additional 19 years if the
above-referenced conditions are satisfied) after the initial issue date of the
Preferred Securities of the applicable QCH Capital Trust.

                                   ARTICLE IV
                            COVENANTS OF THE COMPANY

     The Company covenants and agrees for the benefit of each series of
Securities (except to the extent that any series of Securities is excluded from
the benefits of any of such covenants pursuant to Section 3.1(o)) that on and
after the date of original execution of this Indenture and so long as any of the
Securities of such series remain Outstanding:

     Section 4.1 Payment of Securities. The Company will duly and punctually pay
or cause to be paid the principal of, any premium and interest (including any
Additional Interest) on, and any Additional Amounts with respect to the
Securities of such series at the place or places, at the respective times and in
the manner provided in such Securities and in this Indenture.

     Section 4.2 Offices or Agency. The Company will maintain in the Borough of
Manhattan, The City of New York, New York, an office or agency where such
Securities may be

                                       26


presented or surrendered for payment, where such Securities may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of such Securities and this Indenture may be served,
which office or agency shall initially be the Corporate Trust Office of the
Trustee or, if the Corporate Trust Office of the Trustee is not located in the
Borough of Manhattan, The City of New York, such office or agency shall be the
principal corporate trust office of the Authenticating Agent designated pursuant
to Section 7.14 hereof. 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 Company shall fail to maintain such required office or agency or shall
fail to furnish the Trustee with the required information with respect thereto,
presentations, surrenders, notices and demands in respect of Securities may be
made or served at the Corporate Trust Office of the Trustee and the corporate
trust office of any Authenticating Agent appointed hereunder; and the Company
hereby appoints the Trustee and any Authenticating Agent appointed hereunder its
agents 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 (in or outside The City of New York) where the Securities of one or
more series, or any Tranche thereof may be presented or surrendered for any or
all of such purposes, and may from time to time rescind such designation;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain for such purposes an office or
agency in the Borough of Manhattan, The City of New York. The Company will
promptly notify the Trustee of any such designation or rescission thereof.

     Unless otherwise specified with respect to any Securities pursuant to
Section 3.1, if and so long as the Securities of any series (i) are denominated
in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long
as it is required under any other provision of this Indenture, then the Company
will maintain with respect to each such series of Securities, or as so required,
at least one exchange rate agent.

     Section 4.3 Money for Securities Payments to Be Held in Trust. If the
Company shall at any time act as its own Paying Agent with respect to any series
of Securities, it shall, on or before each due date of the principal of, any
premium or interest (including any Additional Interest) on or 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 in the currency or
currencies, currency unit or units or composite currency or currencies in which
the Securities of such series are payable (except as otherwise specified
pursuant to Section 3.1 for the Securities of such series) sufficient to pay the
principal or any premium, interest (including any Additional Interest) or
Additional Amounts so becoming due until such sums shall be paid to such Persons
or otherwise disposed of as herein provided, and shall promptly notify the
Trustee in writing of its action or failure so to act.

     Whenever the Company shall have one or more Paying Agents for any series of
Securities, it shall, on or prior to each due date of the principal of, any
premium or interest (including any Additional Interest) on or any Additional
Amounts with respect to any Securities of such series, deposit with any Paying
Agent a sum (in the currency or currencies, currency unit or units or composite
currency or currencies described in the preceding paragraph) sufficient to pay
the principal and any premium, interest (including any Additional Interest) or
Additional

                                       27


Amounts so becoming due, such sum to be held in trust for the benefit of the
Persons entitled thereto, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee in writing of its action or failure so
to act.

     The Company shall 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 shall:

         (a) hold all sums held by it for the payment of the principal of, any
     premium or interest (including any Additional Interest) on or any
     Additional Amounts with respect to Securities of such series or Tranche in
     trust for the benefit of the Persons entitled thereto until such sums shall
     be paid to such Persons or otherwise disposed of as provided in or pursuant
     to this Indenture;

         (b) give the Trustee notice of any default by the Company (or any other
     obligor upon the Securities of such series) in the making of any payment of
     principal of, any premium or interest (including any Additional Interest)
     on or any Additional Amounts with respect to the Securities of such series;
     and

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

     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 terms 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 sums.

     Anything in this Section to the contrary notwithstanding, the agreement to
hold sums in trust as provided in this Section is subject to the provisions of
Section 12.3, Section 12.4 and Section 12.5.

     Section 4.4 Additional Amounts. If any Securities of a series provide for
the payment of Additional Amounts, the Company agrees to pay to the Holder of
any such Security Additional Amounts as provided in or pursuant to this
Indenture or such Securities.

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

                                       28


     Except as otherwise provided in or pursuant to this Indenture or the
Securities of the applicable series, if the Securities of any series provide for
the payment of Additional Amounts, at least 10 days prior to the first Interest
Payment Date with respect to such 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 Officer's Certificate, the Company
shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if
other than the Trustee, an Officer's Certificate instructing the Trustee and
such Paying Agent or Paying Agents whether such payment of principal of and
premium or interest, if any, on the Securities of such series shall be made to
Holders of Securities of such series who are United States Aliens without
withholding for or on account of any tax assessment or other governmental charge
described in the Securities of such series. If any such withholding shall be
required, then such Officer's Certificate shall specify by country 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 the terms of such Securities. 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 Officer's Certificate furnished
pursuant to this Section 4.4.

     Section 4.5 Redemption for Tax Purposes. The Company may redeem the
Securities at its option, in whole but not in part, at a Redemption Price equal
to 100% of the principal amount, together with accrued and unpaid interest and
Additional Amounts, if any, to the date fixed for redemption, at any time it
receives an opinion of counsel that as a result of (i) any change in or
amendment to the laws or treaties (or any regulations or rulings promulgated
under these laws or treaties) of Bermuda or any taxing jurisdiction (or of any
political subdivision or taxation authority affecting taxation) or any change in
the application or official interpretation of such laws, regulations or rulings,
or (ii) any action taken by a taxing authority of Bermuda or any taxing
jurisdiction (or any political subdivision or taxing authority affecting
taxation) which action is generally applied or is taken with respect to the
Company, or (iii) a decision rendered by a court of competent jurisdiction in
Bermuda or any taxing jurisdiction (or any political subdivision) whether or not
such decision was rendered with respect to the Company, there is a substantial
probability that the Company will be required as of the next Interest Payment
Date to pay Additional Amounts with respect to the Securities as provided in
Section 4.4 and such requirements cannot be avoided by the use of reasonable
measures (consistent with practices and interpretations generally followed or in
effect at the time such measures could be taken) then available. If the Company
elects to redeem the Securities under this provision it will give written notice
of such election to the Trustee. If the Company elects to redeem the Securities
under this provision it will also mail a notice of redemption at least 30 days
but no more than 60 days before the Redemption Date to each Holder of the
Securities to be redeemed. Unless the Company defaults in the payment of the
Redemption Price, on and after the Redemption Date, interest will cease to
accrue on the Securities or portions thereof called for redemption. Any such
redemption will be subject to Article XV hereof.

     Section 4.6 Corporate Existence. Subject to Article XI, the Company shall
do or cause to be done all things necessary to preserve and keep in full force
and effect its legal existence and rights (charter and statutory) and
franchises; provided, however, that the foregoing

                                       29


shall not obligate the Company to preserve any such right or franchise if the
Company shall determine that the preservation thereof is no longer desirable in
the conduct of its business and that the loss thereof is not disadvantageous in
any material respect to any Holder.

     Section 4.7 Waiver of Certain Covenants. The Company may omit in any
particular instance to comply with any term, provision or condition set forth in
Section 3.1(o) and Article IV with respect to the Securities of any series if
before the time for such compliance the Holders of at least a majority in
principal amount of the Outstanding Securities of such series, by act of such
Holders, either shall waive such compliance in such instance or generally shall
have waived compliance with such term, provision or condition, but no such
waiver shall extend to or affect such term, provision or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.

     Section 4.8 Certificates to Trustee. The Company will deliver to the
Trustee, within 120 days after the end of each fiscal year of the Company ending
after the date hereof, a certificate, signed by the principal executive officer,
principal financial officer or principal accounting officer, stating whether or
not to the best knowledge of the signer thereof the Company is in default
(without regard to periods of grace or requirements of notice) in the
performance and observance of any of the terms, provisions and conditions
hereof, and in such case, specifying all such defaults and the nature and status
thereof of which they may have knowledge.

     The Company shall deliver to the Trustee, within five days after becoming
aware of the occurrence thereof, written notice of any Event of Default or any
event which after notice or lapse of time or both would become an Event of
Default.

     Section 4.9 Calculation of Original Issue Discount. If any Original Issue
Discount securities shall be Outstanding, the Company shall deliver to the
Trustee promptly at the end of each calendar year (i) a written notice
specifying the amount of original issue discount (including daily rates and
accrual periods) accrued on any Outstanding Original Issue Discount Securities
as of the end of such year and (ii) such other specific information relating to
such original issue discount as may then be relevant under the Code, as amended
from time to time.

     Section 4.10 Additional Sums. In the case of Securities of a series issued
to a QCH Capital Trust, except as otherwise specified as contemplated by Section
3.1, in the event that (i) such QCH Capital Trust is the Holder of all of the
Outstanding Securities of such series, (ii) a Tax Event in respect of such QCH
Capital Trust shall have occurred and be continuing and (iii) the Company shall
not have (i) redeemed the Securities of such series pursuant to Section 15.4 or
(ii) terminated such QCH Capital Trust pursuant to Article VIII of the related
Trust Agreement, the Company shall pay to such QCH Capital Trust (and its
permitted successors or assigns under the related Trust Agreement), for so long
as such QCH Capital Trust (or its permitted successor or assignee) is the
registered holder of any Securities of such series, such additional amounts as
may be necessary in order that the amount of Distributions then due and payable
by such QCH Capital 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 (the
"Additional Sums"). Whenever in this Indenture there is

                                       30


mentioned, in any context, the payment of the principal of or any premium or
interest on, or in respect of, any Security of any series or any Coupon or the
net proceeds received on the sale or exchange of any Security of any series,
such mention shall be deemed to include mention of the payment of Additional
Sums provided by the terms of such series established hereby or pursuant hereto
to the extent that, in such context, Additional Sums are, were or would be
payable in respect thereof pursuant to such terms, and express mention of the
payment of Additional Sums (if applicable) in any provision hereof shall not be
construed as excluding Additional Sums in those provisions hereof where such
express mention is not made, provided, however, that the extension of an
interest payment period pursuant to Section 3.13 or the terms of the applicable
Securities shall not extend the payment of any Additional Sums that may be due
and payable during such interest payment period.

     Section 4.11 Payment of Expenses of Each QCH Capital Trust. The Company
covenants for the benefit of the Holders of each series of Securities to pay or
cause to be paid all of the obligations, costs and expenses of each QCH Capital
Trust (other than payments in respect of Trust Securities) in accordance with
the provisions of its Trust Agreement and to pay the taxes of such QCH Capital
Trust in accordance with the provisions of its Trust Agreement in order to
permit such QCH Capital Trust to make distributions on and redemptions of its
Preferred Securities in accordance with such Trust Agreement.

     Section 4.12 Ownership of Common Securities. The Company covenants, as to
each series of Securities issued to a QCH Capital Trust in connection with the
issuance of Preferred Securities and Common Securities by that QCH Capital
Trust, (a) to maintain directly or indirectly 100% ownership of the Common
Securities of such QCH Capital Trust; provided, however, that any permitted
successor of the Company hereunder may succeed to the Company's ownership of
such Common Securities, (b) not to voluntarily dissolve, wind-up or liquidate
such QCH Capital Trust, except in connection with (i) a distribution of the
Securities of such series to the holders of Preferred Securities and Common
Securities in liquidation of such QCH Capital Trust, (ii) the redemption of all
of the Preferred Securities and Common Securities of such QCH Capital Trust or
(iii) certain mergers, consolidations or amalgamations, each as permitted by the
Trust Agreement of such QCH Capital Trust and (c) to use its reasonable efforts,
consistent with the terms and provisions of the related Trust Agreement, to
cause such QCH Capital Trust to remain classified as a grantor trust and not an
association taxable as a corporation for United States federal income tax
purposes.

                                    ARTICLE V
                            SECURITYHOLDER LISTS AND
                     REPORTS BY THE COMPANY AND THE TRUSTEE

     Section 5.1 Company to Furnish Trustee Information as to Names and
Addresses of Securityholders. If and so long as the Trustee shall not be the
Securities Registrar for the Securities of any series, the Company and any other
obligor on the Securities will furnish or cause to be furnished to the Trustee a
list in such form as the Trustee may reasonably require of the names and
addresses of the Holders of the Securities of such series pursuant to Section
312 of the Trust Indenture Act (a) semi-annually and not later than June 30 and
December 31 in each year, and (b) at such other times as the Trustee may request
in writing, within thirty days after receipt by the Company of any such request
as of a date not more than 15 days prior to the time

                                       31


such information is furnished.

     Section 5.2 Preservation and Disclosure of Securityholder Lists.

     (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 5.1 and the names and
addresses of Holders received by the Trustee in its capacity as Securities
Registrar or Paying Agent. The Trustee may destroy any list furnished to it as
provided in Section 5.1 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 by 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 any of them shall be held accountable by reason of the disclosure
of any such information as to the names and addresses of the Holders in
accordance with Sections 5.1 and 5.2(b), regardless of the source from which
such information was derived, and that the Trustee shall not be held accountable
by reason of mailing any material pursuant to a request made under Section
5.2(b).

     Section 5.3 Reports by the Company. The Company shall provide to the
Trustee, within 15 days after it files such annual and quarterly reports,
information, documents and other reports with the Commission, copies of its
annual report and of the information, documents and other reports (or copies of
such portions of any of the foregoing as the Commission may by rules and
regulations prescribe) which the Company is required to file with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act. Delivery of such reports,
information and documents to the Trustee is for informational purposes only and
the Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officer's
Certificates). The Trustee shall be under no obligation to analyze or make any
credit decisions with respect to reports or other information received by it
pursuant to this section, but shall hold such reports and other information
solely for the benefit of, and review by, the security holders.

     Section 5.4 Reports by the Trustee.

     (a) Within 60 days after May 15 in each year following the date of original
execution of this Indenture, so long as any Securities are Outstanding
hereunder, the Trustee shall transmit by mail (with a copy to the Company) to
the Securityholders of such series in the manner and to extent provided in Trust
Indenture Act Section 313(c), a brief report, as provided by the Trust Indenture
Act Sections 313(a) and (b).

     (b) A copy of each such report shall, at the time of such transmission to
the Securityholders of any series, be furnished to the Company and be filed by
the Trustee with each securities exchange upon which the Securities of such
series are listed and also with the Commission. The Company agrees to notify the
Trustee promptly when and as the Securities of any series become admitted to
trading on any national securities exchange.

                                       32


                                   ARTICLE VI
                           REMEDIES OF THE TRUSTEE AND
                       SECURITYHOLDERS ON EVENT OF DEFAULT

     Section 6.1 Event of Default Defined; Acceleration of Maturity; Waiver of
Default. "Event of Default", with respect to the Securities of any series,
wherever used herein, means each one of the following events which shall have
occurred and be continuing (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body), unless it is either
inapplicable to a particular series or it is specifically deleted or modified in
the applicable resolution of the Board of Directors or in the supplemental
indenture under which such series of Securities is issued, as the case may be,
as contemplated by Section 3.1:

     (a) default in the payment of any interest, or any Additional Amounts
payable with respect thereto, on any of the Securities of such series, as and
when the same shall become due and payable, and continuance of such default for
a period of 30 days and the time for payment of such interest, or any Additional
Amounts payable with respect thereto, has not been extended; provided, however
that if the Company is permitted by the terms of the Securities of the
applicable series to defer the payment in question, the date on which such
payment is due and payable shall be the date on which the Company is required to
make payment following such deferral, if such deferral has been elected pursuant
to the terms of the Securities of that series (subject to any deferral of any
due date in the case of an Extension Period); or

     (b) default in the payment of the principal of or premium, if any, on any
of the Securities of such series as and when the same shall become due and
payable at Maturity, and the time for payment of such principal (or premium, if
any) has not been extended; provided, however, that if the Company is permitted
by the terms of the Securities of the applicable series to defer the payment in
question, the date on which such payment is due and payable shall be the date on
which the Company is required to make payment following such deferral, if such
deferral has been elected pursuant to the terms of the Securities of that
series; or

     (c) default in the performance or breach of any other covenant or warranty
of the Company in respect of the Securities of such series (other than a
covenant or warranty in respect of the Securities of such series a default in
whose performance or observance is elsewhere in this Section specifically dealt
with), and continuance of such default for a period of 90 days after there has
been given, by registered or certified mail, to the Company by the Trustee, or
to the Company and the Trustee by the Holders of at least 33% in principal
amount of the Outstanding Securities of all series affected thereby or, if that
series of Securities is held by a QCH Capital Trust, the holders of at least 33%
in liquidation amount of the Preferred Securities of that QCH Capital Trust then
outstanding, a written notice specifying such default and requiring it to be
remedied and stating that such notice is a "Notice of Default" hereunder; or

     (d) default in the payment at Maturity of Indebtedness of the Company in
excess of $50,000,000 or if any event of default as defined in any mortgage,
indenture or instrument under which there may be issued, or by which there may
be secured or evidenced, any Indebtedness of the Company (other than
Indebtedness which is non-recourse to the Company) shall happen and

                                       33


shall result in the acceleration of more than $50,000,000 in principal amount of
such Indebtedness (after giving effect to any applicable grace period) and such
default shall not be cured or waived or such acceleration shall not be rescinded
or annulled within a period of 30 days after there shall have 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 such series or, if that series of Securities is held
by a QCH Capital Trust, the holders of at least 33% in liquidation amount of the
Preferred Securities of that QCH Capital Trust then outstanding, a written
notice specifying such default or event of default and requiring the Company to
cause such default to be cured or waived or to cause such acceleration to be
rescinded or annulled or to cause such Indebtedness to be discharged and stating
that such notice is a "Notice of Default" hereunder; provided that if any such
default or acceleration referred to in this clause shall cease or be cured,
waived, rescinded or annulled, then the Event of Default hereunder by reason
thereof shall be deemed likewise to have been thereupon cured; or

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

     (f) a court having jurisdiction in the premises shall enter a decree or
order for relief in respect of the Company in an involuntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or, under any such law, (i) appointing a receiver, liquidator, assignee,
custodian, trustee or sequestrator (or similar official) of the Company or for
any substantial part of its property or (ii) ordering the winding up or
liquidation of its affairs, and such decree or order shall remain unstayed and
in effect for a period of 120 consecutive days; or

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

     (h) in the event Securities of a series are issued and sold to a QCH
Capital Trust or a trustee of such trust in connection with the issuance of
Preferred Securities by such QCH Capital Trust, such QCH Capital Trust shall
have voluntarily or involuntarily dissolved, wound-up its business or otherwise
terminated its existence except in connection with (i) the distribution of
Securities to holders of Preferred Securities in liquidation or redemption of
their interests in such QCH Capital Trust upon a Tax Event with respect to such
QCH Capital Trust, (ii) the redemption of all of the outstanding Preferred
Securities of such QCH Capital Trust or (iii) certain mergers, consolidations or
amalgamations, each as permitted by the Trust Agreement of such QCH Capital
Trust; or

     (i) any other Event of Default established by or pursuant to a resolution
of the Board of Directors or one or more indentures supplemental hereto as
applicable to the Securities of such series.

     If an Event of Default described in clause (a), (b), (c), (d), (e), (h) or
(i) above occurs and is continuing with respect to Securities of any series at
the time Outstanding, the Trustee or the

                                       34


Holders of not less than 33% in aggregate principal amount of the Securities of
such series then Outstanding, by notice in writing to the Company (and to the
Trustee if given by Securityholders), may declare the entire principal (or, if
the Securities of such series are Original Issue Discount Securities, such
portion of the principal as may be specified in the terms of such series) of all
Securities of such series and the interest accrued thereon, if any, to be due
and payable immediately, and upon any such declaration the same shall become
immediately due and payable; provided that, in the case of Securities of a
series issued to a QCH Capital Trust, if, upon such 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 of all the
Securities of such series to be immediately due and payable, the holders of at
least 33% in liquidation amount of the Preferred Securities of such QCH Capital
Trust then Outstanding shall have such right by a notice in writing to the
Company, the Trustee and the Institutional Trustee; and upon any such
declaration such principal or such lesser amount and all accrued and unpaid
interest (including any Additional Interest) thereon shall become immediately
due and payable, provided that the payment of principal and interest and all
other amounts due with respect to such Securities shall remain subordinated to
the extent provided in Article XIII.

     If any Event of Default described in clause (f) or (g) above occurs and is
continuing, all unpaid principal of the Securities then Outstanding of that
series and the interest accrued thereon (including any Additional Interest), if
any, shall ipso facto become and be immediately due and payable without
declaration, presentment, demand or notice of any kind by the Trustee or any
Holder of Securities of that series.

     The foregoing provisions, however, are subject to the condition that if, at
any time after a declaration of acceleration with respect to the Securities of
any series has been made and before any judgment or decree for the payment of
the moneys due shall have been obtained or entered as hereinafter provided, (1)
the Company shall pay or shall deposit with the Trustee a sum sufficient to pay
all matured installments of interest, if any, and any Additional Amounts with
respect to all the Securities of such series (or upon all the Securities, as the
case may be) and the principal of and premium (including any Additional
Interest), if any, on any and all Securities of such series (or of all the
Securities, as the case may be), in each case, which shall have become due
otherwise than by acceleration (with interest upon such principal and premium,
if any, and, to the extent that payment of such interest is enforceable under
applicable law, on overdue installments of interest or Additional Amounts, at
the Overdue Rate applicable to such series to the date of such payment or
deposit) and all amounts payable to the Trustee pursuant to the provisions of
Section 7.6, and such amount as shall be sufficient to cover reasonable
compensation to the Trustee, its agents, attorneys and counsel, and all other
expenses and liabilities incurred, and all advances made, by the Trustee except
as a result of negligence or bad faith, if any, and (2) all Events of Default
under the Indenture, other than the nonpayment of the principal of and accrued
interest on and any Additional Amounts with respect to Securities of such series
which shall have become due by acceleration, shall have been cured, waived or
otherwise remedied as provided herein, then and in every such case the Holders
of a majority in aggregate principal amount of the Securities of such series
(each series voting as a separate class), or of all the Securities (voting as a
single class), as the case may be, then Outstanding (subject to, in the case of
any series of Securities held as assets of a QCH Capital Trust, such consent of
the holders of the Preferred Securities and the Common Securities of such QCH
Capital Trust as may be required under the Trust Agreement of such QCH Capital
Trust), by

                                       35


written notice to the Company and to the Trustee, may waive all defaults with
respect to that series (or with respect to all the Securities, as the case may
be) and rescind and annul such acceleration and its consequences, but no such
waiver or rescission and annulment shall extend to or shall affect any
subsequent default or shall impair any right consequent thereon.

     For all purposes under this Indenture, if a portion of the principal of any
Original Issue Discount Security shall have been accelerated and declared or
become due and payable pursuant to the provisions hereof, then, from and after
such acceleration, unless such acceleration has been rescinded and annulled, the
principal amount of such Original Issue Discount Security shall be deemed, for
all purposes hereunder, to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue
Discount Security.

     In the case of Securities of a series issued to a QCH Capital Trust, should
the Holders of such Securities fail to rescind and annul such declaration and
its consequences, the holders of a Majority in liquidation preference of the
Preferred Securities of such QCH Capital Trust then outstanding shall have such
right by written notice to the Company, the Trustee and the Institutional
Trustee, subject to satisfaction of the conditions set forth in clauses (1) and
(2) above of this Section 6.1.

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

     Section 6.2 Collection of Indebtedness by Trustee; Trustee May Prove Debt.
The Company covenants that (a) in case default shall be made in the payment of
any installment of interest (including any Additional Interest) on or any
Additional Amounts with respect to any of the Securities of any series when such
interest shall have become due and payable, and such default shall have
continued for a period of 30 days or (b) in case default shall be made in the
payment of all or any part of the principal of or any premium, if any, on any
Securities of any series or any Additional Amounts with respect thereto when the
same shall have become due and payable, whether upon Stated Maturity of the
Securities of such series or upon any redemption or by acceleration or
otherwise, or (c) in case default shall be made in the deposit of any sinking
fund payment, when and as due by the terms of a Security of any series, then
upon demand of the Trustee for such series, the Company will pay to the Trustee
for the benefit of the Holder of any such Security the whole amount that then
shall have become due and payable on any such Security for the principal,
premium, if any, and interest (including any Additional Interest), if any, with
interest upon the overdue principal and premium, if any, and, so far as payment
of the same is enforceable under applicable law and, if the Securities are held
by a QCH Capital Trust, without duplication of any other amounts paid to such
QCH Capital Trust in respect thereof, on overdue installments of interest and
Additional Amounts, at the Overdue Rate applicable to any such Security; and, in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, and any further amounts payable to the Trustee, its
agents and counsel pursuant to the provisions of Section 7.6.

     In case the Company shall fail forthwith to pay such amounts upon such
demand, the

                                       36


Trustee, in its own name and as trustee of an express trust, shall be entitled
and empowered to institute any action or proceedings at law or in equity for the
collection of the sums so due and unpaid, and may prosecute any such action or
proceedings to judgment or final decree, and may enforce any such judgment or
final decree against the Company or other obligor upon such Securities and
collect in the manner provided by law out of the property of the Company or
other obligor upon such Securities, wherever situated, the moneys adjudged or
decreed to be payable.

     The Trustee shall be entitled and empowered, either in its own name as
trustee of an express trust, or as attorney-in-fact for the Holders of any of
the Securities, or in both such capacities, to file such proof of debt,
amendment of proof of debt, claim, petition or other document as may be
necessary or advisable in order to have the claims of the Trustee and of the
Holders of Securities allowed in any equity receivership, insolvency,
bankruptcy, liquidation, readjustment, reorganization or other similar
proceedings, or any judicial proceedings, relative to the Company or any other
obligor on the Securities or its creditors or its property. The Trustee is
hereby irrevocably appointed (and the successive respective Holders of the
Securities, by taking and holding the same, shall be conclusively deemed to have
so appointed the Trustee) the true and lawful attorney-in-fact of the respective
Holders of the Securities, with authority to make or file in the respective
names of the Holders of the Securities any proof of debt, amendment of proof of
debt, claim, petition or other document in any such proceedings and to receive
payment of any sums becoming distributable on account thereof, and to execute
any other papers and documents and do and perform any and all acts and things
for and on behalf of such Holders of the Securities as may be necessary or
advisable in the opinion of the Trustee in order to have the respective claims
of the Holders of the Securities against the Company or any other obligor on the
Securities and/or its property allowed in any such proceedings, and to receive
payment of or on account of such claims; provided, however, that nothing herein
contained shall be deemed to authorize or empower the Trustee to consent to or
accept or adopt, on behalf of any Holder of Securities, any plan of
reorganization or readjustment of the Company or any other obligor on the
Securities or, by other action of any character in any such proceeding, to waive
or change in any way any right of any Holder of any Security, even though it may
otherwise be entitled so to do under any present or future law, all such power
or authorization being hereby expressly denied.

     All rights of action and of asserting claims under this Indenture or under
any of the Securities may be enforced by the Trustee without the possession of
any of the Securities or the production thereof in any trial or other
proceedings relative thereto, and any such action or proceedings instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment, subject to the payment of the expenses, disbursements
and compensation of the Trustee, each predecessor Trustee and their respective
agents and attorneys, shall be for the ratable benefit of the holders of the
Securities in respect of which such action was taken.

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

                                       37


     Section 6.3 Application of Proceeds. Any moneys collected by the Trustee
pursuant to this Article in respect of any series of the Securities, together
with any other sums held by the Trustee (as such) hereunder (other than sums
held in trust for the benefit of the Holders of particular Securities), shall,
subject to the subordination provisions hereof, be applied in the following
order at the date or dates fixed by the Trustee and, in case of the distribution
of such moneys on account of principal, or any premium, interest (including any
Additional Interest) or Additional Amounts, upon presentation of the several
Securities in respect of which moneys have been collected and stamping (or
otherwise noting) thereon the payment, or issuing Securities of such series in
reduced principal amounts in exchange for the presented Securities of like
series if only partially paid, or upon surrender thereof if fully paid:

         FIRST: To the payment of costs and expenses applicable to such series
     in respect of which moneys have been collected, including reasonable
     compensation to the Trustee and each predecessor Trustee and their
     respective agents and attorneys and of all expenses and liabilities
     incurred, and all advances made, by the Trustee and each predecessor
     Trustee except as a result of negligence or bad faith, and all other
     amounts due to the Trustee or any predecessor Trustee pursuant to Section
     7.6;

         SECOND: In case the principal of the Securities of such series in
     respect of which moneys have been collected shall not have become and be
     then due and payable, to the payment of interest (including any Additional
     Interest) and any Additional Amounts on the Securities of such series in
     default in the order of the maturity of the installments of such interest,
     with interest (to the extent that such interest has been collected by the
     Trustee), so far as it may be enforceable under applicable law, upon the
     overdue installments of interest and any Additional Amounts at the Overdue
     Rate applicable to such series, such payments to be made ratably to the
     Persons entitled thereto, without discrimination or preference;

         THIRD: In case the principal of the Securities of such series in
     respect of which moneys have been collected shall have become and shall be
     then due and payable, to the payment of the whole amount then owing and
     unpaid upon all the Securities of such series for principal and premium, if
     any, and interest, if any, and any Additional Amounts, with interest upon
     the overdue principal and premium, if any, and (to the extent that such
     interest has been collected by the Trustee), so far as payment of the same
     is enforceable under applicable law, upon overdue installments of interest
     and any Additional Amounts, if any, at the Overdue Rate applicable to such
     series; and in case such moneys shall be insufficient to pay in full the
     whole amount so due and unpaid upon the Securities of such series, then to
     the payment of such principal, premium, if any, and interest, if any, and
     any Additional Amounts, without preference or priority of principal and
     premium, if any, over interest or any Additional Amounts, or of interest or
     any Additional Amounts, if any, over principal and premium, if any, or of
     any installment of interest over any other installment of interest, or of
     any Security of such series over any other Security of such series, ratably
     to the aggregate of such principal, premium, if any, and accrued and unpaid
     interest, if any; and

         FOURTH: To the payment of the remainder, if any, to the Company or as a
     court of competent jurisdiction may direct in writing.

                                       38


     Section 6.4 Suits for Enforcement. In case an Event of Default with respect
to Securities of any series has occurred, has not been waived and is continuing,
the Trustee may in its discretion proceed to protect and enforce the rights
vested in it by this Indenture by such appropriate judicial proceedings as the
Trustee shall deem necessary to protect and enforce any of such rights, either
at law or in equity or in bankruptcy or otherwise, whether for the specific
enforcement of any covenant or agreement contained in this Indenture or in aid
of the exercise of any power granted in this Indenture or to enforce any other
legal or equitable right vested in the Trustee by this Indenture or by law.

     Section 6.5 Restoration of Rights on Abandonment of Proceedings. In case
the Trustee or any Holder shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned for any
reason, or shall have been determined adversely to the Trustee or such Holder,
then and in every such case (subject to the binding effect of any determination
made in such proceedings) the Company and the Trustee and each of the Holders
shall be restored severally and respectively to their former positions and
rights hereunder, and (subject as aforesaid) all rights, remedies and powers of
the Company, the Trustee and the Holders shall continue as though no such
proceedings had been instituted.

     Section 6.6 Limitations on Suits by Securityholders. No Holder of any
Security of any series shall have any right by virtue or by availing of any
provision of this Indenture to institute an action or proceeding at law or in
equity or in bankruptcy or otherwise upon or under or with respect to this
Indenture, or for the appointment of a trustee, receiver, liquidator, custodian
or other similar official or for any other remedy hereunder, unless such Holder
previously shall have given to the Trustee written notice of an Event of Default
and of the continuance thereof, as hereinbefore provided, and unless also the
Holders of not less than 33% in aggregate principal amount of the Securities of
such series then Outstanding (or, in the case of such Securities issued to a QCH
Capital Trust, the holders of not less than 33% in liquidation amount of the
Preferred Securities of such QCH Capital Trust then outstanding) shall have made
written request upon the Trustee to institute such action or proceeding in its
own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby and the Trustee for 60 days after
its receipt of such notice, request and offer of indemnity shall have failed to
institute any such action or proceeding and no direction inconsistent with such
written request shall have been given to the Trustee pursuant to Section 6.9; it
being understood and intended, and being expressly covenanted by the taker and
Holder of every Security with every other taker and Holder of any Security and
with the Trustee, that no one or more Holders of Securities of any series shall
have any right in any manner whatever by virtue or by availing of any provision
of this Indenture to affect, disturb or prejudice the rights of any other Holder
of Securities, or to obtain or seek to obtain priority over or preference to any
other such Holder or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all
Holders of Securities of such series. For the protection and enforcement of the
provisions of this Section, each and every Holder of Securities of any series
and the Trustee shall be entitled to such relief as can be given either at law
or in equity.

     Section 6.7 Unconditional Right of Securityholders to Institute Certain
Suits. Nothing contained in this Indenture or in the Securities of any series
shall affect or impair the obligation of the Company, which is unconditional and
absolute, to pay the principal of, and premium, if

                                       39


any, and interest (including any Additional Interest), if any, on, and any
Additional Amounts with respect to, the Securities of such series at the
respective places, at the respective times, at the respective rates, in the
respective amounts and in the coin or currency therein and herein prescribed, or
affect or impair the right of action, which is also absolute and unconditional,
of any Holder of any Security to institute suit to enforce such payment at the
respective due dates expressed in such Security, or upon redemption, by
declaration, repayment or otherwise as herein provided without reference to, or
the consent of, the Trustee or the Holder of any other Security, unless such
Holder consents thereto or unless and to the extent that the institution or
prosecution.

     In the case of Securities of a series issued to a QCH Capital Trust, any
holder of Preferred Securities issued by such QCH Capital Trust shall have the
right, upon the occurrence of an Event of Default described in Section 6.1(a) or
6.1(b) hereof, to institute directly a proceeding against the Company for
enforcement of payment to such holder of principal of, and any premium and
(subject to Sections 3.6, 3.8 and 3.13) interest (including any Additional
Interest) on, and Additional Amounts with respect to, such Securities having a
principal amount equal to the liquidation amount of such Preferred Securities
held by such holder (a "Direct Action").

     Notwithstanding any payments made to a holder of Preferred Securities by
the Company in connection with a Direct Action, the Company shall remain
obligated to pay the principal of and premium, if any, or interest on and
Additional Amounts, if any, with respect to the related Securities, and the
Company shall be subrogated to the rights of the holder of such Preferred
Securities with respect to payments on the Preferred Securities to the extent of
any payments made by the Company to such holder in any Direct Action.

     Section 6.8 Powers and Remedies Cumulative; Delay or Omission Not Waiver of
Default. Except as provided in Section 6.6, no right or remedy herein conferred
upon or reserved to the Trustee or to the Holder of any Security or to the
holders of Preferred Securities 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.

     No delay or omission of the Trustee or of any Holder of any Security or of
the holders of Preferred Securities of any series to exercise any right or power
accruing upon any Event of Default occurring and continuing as aforesaid shall
impair any such right or power or shall be construed to be a waiver of any such
Event of Default or an acquiescence therein; and, subject to Section 6.6, every
power and remedy given by this Indenture or by law to the Trustee or to the
Holder of any Security or to the holders of Preferred Securities may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or by the Holder of such Security or by such holders of Preferred
Securities.

     Section 6.9 Control by Holders of Securities. The Holders of a majority in
aggregate principal amount of the Securities of each series affected (with each
series voting as a separate class) at the time Outstanding (or, in the case of
such Securities issued to a QCH Capital Trust, the holders of not less than 33%
in liquidation amount of the Preferred Securities of such QCH Capital Trust then
outstanding) shall have the right to direct the time, method and place of

                                       40


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 by this Indenture; provided that such direction shall not be
otherwise than in accordance with law and the provisions of this Indenture, and
provided, further, that (subject to the provisions of Section 7.1) the Trustee
shall have the right to decline to follow any such direction if the Trustee,
being advised by counsel, shall determine that the action or proceeding so
directed may not lawfully be taken or if the Trustee in good faith by a trust
committee of directors or Responsible Officers of the Trustee shall determine
that the action or proceedings so directed would expose the Trustee to personal
liability or if the Trustee in good faith shall so determine that the actions or
forebearances specified in or pursuant to such direction would be unduly
prejudicial to the interests of Holders of the Securities of all series so
affected not joining in the giving of said direction, it being understood that
(subject to Section 7.1) the Trustee shall have no duty to ascertain whether or
not such actions or forebearances are unduly prejudicial to such Holders.

     As between the Trustee and the Holders of the Securities and holders of
Preferred Securities, nothing in this Indenture shall impair the right of the
Trustee in its discretion to take any action deemed proper by the Trustee and
which is not inconsistent with such direction or directions by Securityholders
or such holders.

     Section 6.10 Waiver of Past Defaults. The Holders of not less than a
majority in principal amount of the Outstanding Securities of any series on
behalf of the Holders of all the Securities of such series and, in the case of
any Securities issued to a QCH Capital Trust, the holders of not less than a
Majority in liquidation preference of the Preferred Securities issued by such
QCH Capital Trust then outstanding, may waive any past default hereunder with
respect to such series and its consequences, except a default:

     (1) in the payment of the principal of, any premium or interest (including
any Additional Interest) on, or any Additional Amounts with respect to, any
Security of such series, or

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

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

     Section 6.11 Trustee to Give Notice of Default, But May Withhold in Certain
Circumstances. The Trustee shall transmit to the Securityholders of any series,
as the names and addresses of such Holders appear on the Security Register,
notice by mail of all defaults known to a Responsible Officer of the Trustee
which have occurred with respect to such series, such notice to be transmitted
within 90 days after the occurrence thereof, unless such defaults shall have
been cured before the giving of such notice (the term "default" or "defaults"
for the purposes of this Section being hereby defined to mean any event or
condition which is, or with notice or lapse of time or both would become, an
Event of Default); provided that, except in the case of default in the payment
of the principal of, or premium, if any, or interest, if any, on, or

                                       41


any Additional Amounts with respect to, any of the Securities of such series,
the Trustee shall be protected in withholding such notice if and so long as a
trust committee of directors or Responsible Officers of the Trustee in good
faith determines that the withholding of such notice is in the interests of the
Securityholders of such series.

     Section 6.12 Right of Court to Require Filing of Undertaking to Pay Costs.
The 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, suffered
or omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder or group of
Securityholders of any series holding in the aggregate more than 10% in
aggregate principal amount of the Securities of such series Outstanding, or, in
the case of any suit relating to or arising under Section 6.1(c) or Section
6.1(i) (if the suit relates to Securities of more than one but fewer than all
series), 10% in aggregate principal amount of Securities Outstanding affected
thereby, or, in the case of any suit relating to or arising under Section 6.1(c)
or Section 6.1(i) (if the suit under clause (d) or (g) relates to all the
Securities then Outstanding), Section 6.1(f) or Section 6.1(g), 10% in aggregate
principal amount of all Securities Outstanding, or to any suit instituted by any
Holder of Securities for the enforcement of the payment of the principal of, or
premium, if any, or interest, if any, on, any Security on or after the due date
expressed in such Security.

     Section 6.13 Waiver of Usury, Stay or Extension Laws. The Company covenants
that (to the extent that it may lawfully do so) 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 expressly waives (to the extent that it may
lawfully do so) 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.

     Section 6.14 Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder of any Security or of any holder of Preferred
Securities to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to any Holder of a Security or to any holder
of Preferred Securities may be exercised from time to time, and as often as may
be deemed expedient, by the Trustee or by such Holder or by such holder of
Preferred Securities, as the case may be.

                                   ARTICLE VII
                             CONCERNING THE TRUSTEE

     Section 7.1 Duties and Responsibilities of the Trustee; During Default;
Prior to

                                       42


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

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

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

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

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

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

     (c) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
Holders of Securities pursuant to Section 6.9 relating to the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture.

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

     Section 7.2 Certain Rights of the Trustee. Subject to Section 7.1:

                                       43


         (a) the Trustee may conclusively rely and shall be protected in acting
     or refraining from acting upon any resolution, Officer's Certificate or any
     other certificate, statement, instrument, opinion, report, notice, request,
     consent, order, bond, debenture, note, coupon, security or other paper or
     document (whether in original or facsimile form) believed by it to be
     genuine and to have been signed or presented by the proper party or
     parties;

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

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

         (d) the Trustee shall be under no obligation to exercise any of the
     trusts or powers vested in it by this Indenture at the request, order or
     direction of any of the Securityholders pursuant to the provisions of this
     Indenture, unless such Securityholders shall have offered to the Trustee
     reasonable security or indemnity satisfactory to it against the costs,
     expenses and liabilities which might be incurred therein or thereby (such
     indemnification to be derived from the Holders of a Majority in liquidation
     preference of the Preferred Securities);

         (e) prior to the occurrence of an Event of Default hereunder and after
     the curing or waiving of all Events of Default, the Trustee shall not be
     bound to make any investigation into the facts or matters stated in any
     resolution, certificate, statement, instrument, opinion, report, notice,
     request, consent, order, approval, appraisal, bond, debenture, note,
     coupon, security or other paper or document unless requested in writing so
     to do by the Holders of not less than a majority in aggregate principal
     amount of the Securities of all series affected then Outstanding; provided
     that, if the payment within a reasonable time to the Trustee of the costs,
     expenses or liabilities likely to be incurred by it in the making of such
     investigation is, in the opinion of the Trustee, not reasonably assured to
     the Trustee by the security afforded to it by the terms of this Indenture,
     the Trustee may require indemnity reasonably satisfactory to it against
     such expenses or liabilities as a condition to proceeding; the reasonable
     expenses of every such investigation shall be paid by the Company or, if
     paid by the Trustee or any predecessor Trustee, shall be repaid by the
     Company upon demand;

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

         (g) the Trustee shall not be bound to make any investigation into the
     facts or

                                       44


     matters stated in any resolution, certificate, statement, instrument,
     opinion, report, notice, request, direction, consent, order, bond,
     debenture, note, other evidence of indebtedness or other paper or document,
     but the Trustee, in its discretion, may make such further inquiry or
     investigation into such facts or matters as it may see fit, and if the
     Trustee shall determine to make such further inquiry or investigation, it
     shall be entitled to examine during reasonable hours and upon reasonable
     notice the books, records and premises of the Company, personally or by
     agent or attorney;

         (h) the Trustee shall not be deemed to have notice of any Default or
     Event of Default (except a Default or an Event of Default under Sections
     6.1(a) or 6.1(b)) unless written notice of any event which is in fact such
     a default is received by the Trustee at the Corporate Trust Office of the
     Trustee, and such notice references the Securities and this Indenture; and

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

         (j) in no event shall the Trustee be responsible or liable for special,
     indirect, or consequential loss or damage of any kind whatsoever
     (including, but not limited to, loss of profit) irrespective of whether the
     Trustee has been advised of the likelihood of such loss or damage and
     regardless of the form of action; and

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

     Section 7.3 Trustee Not Responsible for Recitals, Disposition of Securities
or Application of Proceeds Thereof. The recitals contained herein and in the
Securities, except the certificates of authentication, shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for the
correctness of the same, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it in a
Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein. The Trustee makes no
representation as to the validity or sufficiency of this Indenture or of the
Securities. The Trustee shall not be accountable for the use or application by
the Company of any of the Securities or of the proceeds thereof.

     Section 7.4 Trustee and Agents May Hold Securities; Collections, etc. The
Trustee, any Paying Agent, Securities Registrar, Authenticating Agent or any
agent of the Company or the Trustee, in its individual or any other capacity,
may become the owner or pledgee of Securities with the same rights it would have
if it were not the Trustee or such agent, and, subject to Section 7.8 and
Section 7.13, if operative, may otherwise deal with the Company and receive,
collect, hold and retain collections from the Company with the same rights it
would have if it

                                       45


were not the Trustee, Paying Agent, Securities Registrar, Authenticating Agent
or such agent.

     Section 7.5 Money Held by Trustee. Subject to the provisions of Section
12.3, all money received by the Trustee shall, until used or applied as herein
provided, be held in trust for the purposes for which it was received, but need
not be segregated from other funds except to the extent required by mandatory
provisions of law. The Trustee shall have no liability for interest on money it
receives and holds in trust except as specifically provided herein.

     Section 7.6 Compensation and Indemnification of Trustee and Its Prior
Claim. The Company covenants and agrees to pay the Trustee from time to time,
and the Trustee shall be entitled to, such compensation as the Company and the
Trustee may from time to time agree in writing for all services rendered by the
Trustee hereunder (which compensation shall not be limited by any provision of
law in regard to the compensation of a trustee of an express trust), and the
Company covenants and agrees to pay or reimburse the Trustee and each
predecessor trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by or on behalf of it in accordance with any of
the provisions of this Indenture (including the reasonable compensation and the
expenses and disbursements of its counsel and of all agents and other Persons
not regularly in its employ) except any such expense, disbursement or advance as
shall be attributable to its negligence, bad faith or willful misconduct.

     The Company also covenants to indemnify the Trustee and each predecessor
trustee for, and hold it harmless against, any and all loss, liability, damage,
claims or expense, including taxes (other than taxes measured by the income of
the Trustee or otherwise applicable to the Trustee for operations outside the
scope of this Indenture) incurred without negligence, bad faith or willful
misconduct on its part, arising out of or in connection with the acceptance or
administration of this Indenture or the trusts hereunder and the performance of
its duties hereunder, including the reasonable costs and expenses of defending
itself against or investigating any claim of liability in connection with the
exercise or performance of any of its powers or duties hereunder except to the
extent that any such loss, liability, damage, claims or expense shall be
attributable to the Trustee's negligence, bad faith or willful misconduct.

     The obligations of the Company under this Section to compensate and
indemnify the Trustee and each predecessor trustee and to pay or reimburse the
Trustee and each predecessor trustee for expenses, disbursements and advances
shall constitute additional indebtedness hereunder and shall survive the
satisfaction and discharge of this Indenture and resignation or removal of the
Trustee. Such additional indebtedness shall be a lien prior to that of the
Securities upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the Holders of particular
Securities.

     The provisions of this section shall survive the termination of this
Indenture.

     Section 7.7 Right of Trustee to Rely on Officer's Certificate, etc. Subject
to Section 7.1 and Section 7.2, whenever in the administration of the trusts of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence, bad faith or willful
misconduct on the part of the Trustee, be deemed to be conclusively proved and
established by

                                       46


an Officer's Certificate delivered to the Trustee, and such certificate, in the
absence of negligence, bad faith or willful misconduct on the part of the
Trustee, shall be full warrant to the Trustee for any action taken, suffered or
omitted by it under the provisions of this Indenture upon the good faith
thereof.

     Section 7.8 Qualification of Trustee; Conflicting Interests. The Trustee
for the Securities of any series issued hereunder shall be subject to the
provisions of Section 310(b) of the Trust Indenture Act during the period of
time provided for therein. In determining whether the Trustee has a conflicting
interest as defined in Section 310(b) of the Trust Indenture Act with respect to
the Securities of any series, there shall be excluded this Indenture with
respect to Securities of any particular series of Securities other than that
series. Nothing herein shall prevent the Trustee from filing with the Commission
the application referred to in the penultimate paragraph of Section 310(b) of
the Trust Indenture Act.

     Section 7.9 Persons Eligible for Appointment as Trustee. The Trustee for
each series of Securities hereunder shall at all times be a corporation or
banking association organized and doing business under the laws of the United
States of America or of any State or the District of Columbia having a combined
capital and surplus of at least $50,000,000, and which is authorized under such
laws to exercise corporate trust powers and is subject to supervision or
examination by Federal, State or District of Columbia authority. Such
corporation or banking association shall have a place of business or an
affiliate with a place of business in the Borough of Manhattan, The City of New
York if there be such a corporation or association in such location willing to
act upon reasonable and customary terms and conditions. If such corporation or
association publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
corporation or association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 7.10.

     The provisions of this Section 7.9 are in furtherance of and subject to
Section 310(a) of the Trust Indenture Act.

     Section 7.10 Resignation and Removal; Appointment of Successor Trustee.

     (a) The Trustee, or any trustee or trustees hereafter appointed, may at any
time resign by giving written notice of resignation to the Company and by
mailing notice thereof by first-class mail to Holders of the Securities at their
last addresses as they shall appear on the Security Register. Upon receiving
such notice of resignation, the Company shall promptly appoint a successor
trustee or trustees by written instrument in duplicate, executed by authority of
the Board of Directors, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor trustee or trustees. If no
successor trustee shall have been so appointed and have accepted appointment
within 60 days after the mailing of such notice of resignation, the resigning
Trustee may petition at the expense of the Company any court of competent
jurisdiction for the appointment of a successor trustee, or any Securityholder
who has been a bona fide Holder of a Security or Securities for at least six
months may, subject to the provisions of Section 6.12, on behalf of himself and
all others similarly situated, petition any such court for

                                       47


the appointment of a successor trustee. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.

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

         (i) the Trustee shall fail to comply with the provisions of Section
     310(b) of the Trust Indenture Act after written request therefor by the
     Company or by any Securityholder who has been a bona fide Holder of a
     Security or Securities for at least six months unless the Trustee's duty to
     resign is stayed in accordance with the provisions of Section 310(b) of the
     Trust Indenture Act; or

         (ii) the Trustee shall cease to be eligible in accordance with the
     provisions of Section 7.9 and shall fail to resign after written request
     therefor by the Company or by any Securityholder; or the Trustee shall
     become incapable of acting, or shall be adjudged a bankrupt or insolvent;
     or a receiver or liquidator 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 case, the Company may remove the Trustee and appoint a successor
trustee by written instrument, in duplicate, executed by order of the Board of
Directors of the Company, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee, or, subject to the
provisions of Section 6.12, any Securityholder who has been a bona fide Holder
of a Security or Securities for at least six months may, on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor trustee. Such
court may thereupon, after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor trustee.

     (c) The Holders of a majority in aggregate principal amount of the
Securities at the time Outstanding may at any time remove the Trustee and
appoint a successor trustee by delivering to the Trustee so removed, to the
successor trustee so appointed and to the Company the evidence provided for in
Section 8.1 of the action in that regard taken by the Securityholders.

     (d) No resignation or removal of the Trustee and no appointment of a
successor trustee pursuant to any of the provisions of this Section 7.10 shall
become effective until acceptance of appointment by the successor trustee as
provided in Section 7.11.

     Section 7.11 Acceptance of Appointment by Successor Trustee. Any successor
trustee appointed as provided in Section 7.10 shall execute, acknowledge and
deliver to the Company and to its predecessor trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become vested with all rights,
powers, duties and obligations of its predecessor hereunder, with like effect as
if originally named as trustee hereunder; but nevertheless, on the written
request of the Company or of the successor trustee, upon payment of all amounts
due to the Trustee under Section 7.6, the Trustee ceasing to act shall, subject
to Section 4.3, pay over to the successor trustee all moneys at the time held by
it hereunder and shall execute and deliver an instrument transferring to such

                                       48


successor trustee all such rights, powers, duties and obligations. Upon request
of any successor trustee, the Company shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers. Any Trustee ceasing to act, shall,
nevertheless, retain a prior lien upon all property or funds held or collected
by such trustee to secure any amounts then due it pursuant to the provisions of
Section 7.6.

     No successor trustee shall accept appointment as provided in this Section
7.11 unless at the time of such acceptance such successor trustee shall be
qualified under the provisions of Section 7.8 and eligible under the provisions
of Section 7.9. Upon acceptance of appointment by any successor trustee as
provided in this Section 7.11, the Company shall mail notice thereof by
first-class mail to the Holders of Securities at their last addresses as they
shall appear on the Security Register. If the acceptance of appointment is
substantially contemporaneous with the resignation, then the notice called for
by the preceding sentence may be combined with the notice called for by Section
7.10. If the Company fails to mail such notice within 10 days after acceptance
of appointment by the successor trustee, the successor trustee shall cause such
notice to be mailed at the expense of the Company.

     Section 7.12 Merger, Conversion, Consolidation or Succession to Business of
Trustee. Any corporation or national association into which the Trustee may be
merged or converted or with which it may be consolidated, or any corporation or
national association resulting from any merger, conversion or consolidation to
which the Trustee shall be a party, or any corporation or national association
succeeding to substantially all of the corporate trust business of the Trustee,
shall be the successor of the trustee hereunder, provided that such corporation
or national association shall be qualified under the provisions of Section 7.8
and eligible under the provisions of Section 7.9, without the execution or
filing of any paper or any further act (including the giving of any notice to
Securityholders) on the part of any of the parties hereto, anything herein to
the contrary notwithstanding. In case at the time such successor to the Trustee
shall succeed to the trusts created by this Indenture any of the Securities
shall have been authenticated but not delivered, any such successor to the
Trustee may adopt the certificate of authentication of any predecessor trustee
and deliver such Securities so authenticated; and, in case at that time any of
the Securities shall not have been authenticated, any successor to the Trustee
may authenticate such Securities either in the name of any predecessor hereunder
or in the name of the successor trustee; and in all such cases such certificate
shall have the full force which it is anywhere in the Securities or in this
Indenture provided for the certificate of authentication of the Trustee.

     Section 7.13 Preferential Collection of Claims Against the Company. The
Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding
any creditor relationship listed in Section 311(b) of the Trust Indenture Act. A
Trustee who has resigned or been removed shall be subject to Section 311(a) of
the Trust Indenture Act to the extent indicated therein.

     Section 7.14 Authenticating Agent. So long as any Securities remain
Outstanding, the Trustee may, by an instrument in writing, appoint with the
approval of the Company an authenticating agent (the "Authenticating Agent") to
act as the Trustee's agent on its behalf and subject to its direction in
connection with the authentication and delivery of Securities. Securities
authenticated by such Authenticating Agent shall be entitled to the benefits of
this Indenture and shall be valid and obligatory for all purposes as if
authenticated by such Trustee. Wherever

                                       49


reference is made in this Indenture to the authentication and delivery of
Securities by the Trustee or to 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 such Trustee by such Authenticating Agent. Such
Authenticating Agent 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 of
the District of Columbia, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by Federal, State or District of Columbia
authority. If the Corporate Trust Office of the Trustee is not located in the
Borough of Manhattan, The City of New York, the Authenticating Agent shall have
its principal office and place of business in the Borough of Manhattan, The City
of New York.

     Any corporation into which any Authenticating Agent may be merged or
converted, or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of any Authenticating Agent, shall continue to be the Authenticating Agent
without the execution or filing of any paper or any further act on the part of
the Trustee or such Authenticating Agent.

     Any Authenticating Agent may at any time, and if it shall cease to be
eligible shall, resign by giving written notice of resignation to the Trustee
and to the Company. The Trustee may at any time terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time any
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 7.14, the Trustee shall upon Company Request appoint
a successor Authenticating Agent, and the Company shall provide notice of such
appointment to all Holders of Securities in the manner and to the extent
provided in Section 14.5. Any successor Authenticating Agent upon acceptance of
its appointment hereunder shall become vested with all rights, powers, duties
and responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent herein. The Company agrees to pay or to
cause to be paid to the Authenticating Agent from time to time reasonable
compensation for its services. The Authenticating Agent shall have no
responsibility or liability for any action taken by it as such in good faith at
the direction of the Trustee.

                                  ARTICLE VIII
                      CONCERNING THE HOLDERS OF SECURITIES

     Section 8.1 Action by Holders. Whenever in this Indenture it is provided
that the Holders of a specified percentage in aggregate principal amount of the
Securities of any series may take any action (including the making of any demand
or request, the giving of any notice, consent or waiver or the taking of any
other action) the fact that at the time of taking any such action the Holders of
such specified percentage have joined therein may be evidenced (a) by any
instrument or any number of instruments of similar tenor executed by Holders in
Person or by agent or proxy appointed in writing, or (b) by the record of
Holders voting in favor thereof at any meeting of such Holders duly called and
held in accordance with the provisions of Article IX, or (c) by a combination of
such instrument or instruments and any such record of such a meeting of Holders.
The Company may (but shall not be required to) set a record date for purposes of


                                       50


determining the identity of Securityholders entitled to vote or consent to any
action by vote or consent authorized or permitted under this Indenture, which
record date shall be the later of 10 days prior to the first solicitation of
such consent or the date of the most recent list of Holders furnished to the
Trustee pursuant to Section 5.1 of this Indenture prior to such solicitation. If
a record date is fixed, those Persons who were Securityholders at such record
date (or their duly designated proxies), and only those Persons, shall be
entitled to take such action by vote or consent or to revoke any vote or consent
previously given, whether or not such Persons continue to be Holders after such
record date.

     Section 8.2 Proof of Execution of Instruments by Holders of Securities.
Subject to Section 9.5, the execution of any instrument by a Holder of a
Security or his agent or proxy may be proved in any reasonable manner that the
Trustee deems sufficient, including, without limitation, in the following
manner:

         The fact and date of the execution by any such Person of any instrument
     may be proved by the certificate of any notary public or other officer
     authorized to take acknowledgments of deeds, that the Person executing such
     instrument acknowledged to him the execution thereof, or by an affidavit or
     written statement of a witness to such execution. Where such execution is
     by an officer of a corporation or association or a member of a partnership
     on behalf of such corporation, association or partnership, as the case may
     be, or by any other Person acting in a representative capacity, such
     certificate, affidavit or written statement shall also constitute
     sufficient proof of his authority.

         The ownership of Securities shall be proved by the Securities Register
     or by a certificate of the Securities Registrar.

         The record of any Holders' meeting shall be proved in the manner
     provided in Section 9.6.

     Section 8.3 Holders to be Treated as Owners. The Company, the Trustee and
any agent of the Company or the Trustee may deem and treat the Person in whose
name any Security shall be registered upon the Security Register as the absolute
owner of such Security (notwithstanding any notation of ownership or other
writing thereon) for the purpose of receiving payment of principal of, and
premium, if any, and (subject to Section 3.6 and Section 3.8) interest, if any,
on, 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. All such
payments so made to any Holder for the time being, shall be valid, and, to the
extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for moneys payable upon such Security.

     None of the Company, the Trustee or any agent of the Company or the Trustee
shall have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interest of a
Global Security, or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interest. Notwithstanding the foregoing,
with respect to any Global Security, nothing herein shall prevent the Company or
the Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by any Depositary
(or its nominee), as a

                                       51


Holder, with respect to such Global Security or impair, as between such
Depositary and owners of beneficial interests in such Global Security, the
operation of customary practices governing the exercise of the right of such
Depositary (or its nominee) as holder of such Global Security.

     Section 8.4 Securities Owned by Company Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate principal amount of
Securities of any or all series have concurred in any direction, consent or
waiver under this Indenture, Securities which are owned by the Company or any
other obligor on the Securities with respect to which such determination is
being made or by any Person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company or any other obligor
on the Securities with respect to which such determination is being made shall
be disregarded and deemed not to be Outstanding for the purpose of any such
determination, except that for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, consent or waiver only
Securities which a Responsible Officer of the Trustee knows are so owned shall
be so disregarded. Securities so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or any other obligor on the Securities.
In case of a dispute as to such right, the advice of counsel shall be full
protection in respect of any decision made by the Trustee in accordance with
such advice. Upon request of the Trustee, the Company shall furnish to the
Trustee promptly an Officer's Certificate listing and identifying all
Securities, if any, known by the Company to be owned or held by or for the
account of any of the above-described Persons; and, subject to Section 7.1 and
Section 7.2, the Trustee shall be entitled to accept such Officer's 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.

     Section 8.5 Right of Revocation of Action Taken. At any time prior to (but
not after) the evidencing to the Trustee, as provided in Section 8.1, of the
taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities of any or all series, as the case may be, specified in
this Indenture in connection with such action, any Holder of a Security, the
number, letter or other distinguishing symbol of which is shown by the evidence
to be included in the Securities the Holders of which have consented to such
action, may, by filing written notice at the Corporate Trust Office and upon
proof of holding as provided in this Article, revoke such action so far as
concerns such Security. Except as aforesaid, any such action taken by the Holder
of any Security shall be conclusive and binding upon such Holder and upon all
future Holders and owners of such Security and of any Securities issued in
exchange or substitution therefor, irrespective of whether or not any notation
in regard thereto is made upon any such Security or such other Security. Any
action taken by the Holders of the percentage in aggregate principal amount of
the Securities of any or all series, as the case may be, specified in this
Indenture in connection with such action shall be conclusively binding upon the
Company, the Trustee and the Holders of all the Securities affected by such
action.

                                   ARTICLE IX
                                HOLDERS' MEETINGS


                                       52


     Section 9.1 Purposes of Meetings. A meeting of Holders of Securities of any
or all series may be called at any time and from time to time pursuant to the
provisions of this Article for any of the following purposes:

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

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

         (c) to consent to the execution of an indenture or indentures
     supplemental hereto pursuant to the provisions of Section 10.2; or

         (d) to take any other action authorized to be taken by or on behalf of
     the Holders of any specified aggregate principal amount of the Securities
     of any one or more or all series, as the case may be, under any other
     provision of this Indenture or under applicable law.

     Section 9.2 Call of Meetings by Trustee. The Trustee may at any time call a
meeting of Holders of Securities to take any action specified in Section 9.1, to
be held at such time and at such place in the Borough of Manhattan, The City of
New York, or such other Place of Payment, as the Trustee shall determine. Notice
of every meeting of the Holders of Securities, setting forth the time and the
place of such meeting, and in general terms the action proposed to be taken at
such meeting, shall be given to Holders of Securities of the particular series
in the manner and to the extent provided in Section 14.5. Such notice shall be
given not less than 20 nor more than 90 days prior to the date fixed for the
meeting.

     Section 9.3 Call of Meetings by Company or Holders. In case at any time the
Company, pursuant to a resolution of its Board of Directors, or the Holders of
at least 10% in aggregate principal amount of the Outstanding Securities of any
or all series, as the case may be, shall have requested the Trustee to call a
meeting of Holders of Securities of any or all series, as the case may be, by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee for such series shall not have given the
notice of such meeting within 20 days after receipt of such request, then the
Company or such Holders may determine the time and the place in the Borough of
Manhattan or other Place of Payment for such meeting and may call such meeting
to take any action authorized in Section 9.1, by giving notice thereof as
provided in Section 9.2.

     Section 9.4 Qualifications for Voting. To be entitled to vote at any
meeting of Holders a Person shall be (a) a Holder of one or more outstanding
Securities with respect to which such meeting is being held or (b) a Person
appointed by an instrument in writing as proxy by such Holder. The only Persons
who shall be entitled to be present or to speak at any meeting of Holders shall
be the Persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

                                       53


     Section 9.5 Regulations. Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Holders of the Securities in regard to proof of the
holding of Securities and of the appointment of proxies, and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall think fit.

     The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Securities as provided in Section 9.3, in which case
the Company or the Holders calling the meeting, as the case may be, shall in
like manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by majority vote of the meeting.

     Subject to Section 8.4, at any meeting each Holder of Securities with
respect to which such meeting is being held or proxy therefor shall be entitled
to one vote for each $1,000 principal amount (in the case of Original Issue
Discount Securities, such principal amount to be determined as provided in the
definition of "Outstanding") of Securities held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in respect of any
such Security challenged as not Outstanding and ruled by the chairman of the
meeting to be not Outstanding. The chairman of the meeting shall have no right
to vote other than by virtue of Securities held by him or instruments in writing
aforesaid duly designating him as the Person to vote on behalf of other Holders.
At any meeting of Holders, the presence of Persons holding or representing
Securities with respect to which such meeting is being held in an aggregate
principal amount sufficient to take action on the business for the transaction
of which such meeting was called shall constitute a quorum, but, if less than a
quorum is present, the Persons holding or representing a majority in aggregate
principal amount of such Securities represented at the meeting may adjourn such
meeting with the same effect, for all intents and purposes, as though a quorum
had been present. Any meeting of Holders of Securities with respect to which a
meeting was duly called pursuant to the provisions of Section 9.2 or Section 9.3
may be adjourned from time to time by Persons holding or representing a majority
in aggregate principal amount of such Securities represented at the meeting,
present, whether or not constituting a quorum, and the meeting may be held as so
adjourned without further notice.

     Section 9.6 Voting. The vote upon any resolution submitted to any meeting
of Holders of Securities with respect to which such meeting is being held shall
be by written ballots on which shall be subscribed the signatures of such
Holders or of their representatives by proxy and the serial number or numbers of
the Securities held or represented by them. The permanent chairman of the
meeting shall appoint two inspectors of votes who shall count all votes cast at
the meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting. A record in duplicate of the proceedings of each
meeting of holders shall be prepared by the secretary of the meeting and there
shall be attached to said record the original reports of the inspectors of votes
on any vote by ballot taken thereat and affidavits by one or more Persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was mailed as provided in Section 9.2. The record shall
show the serial numbers of the Securities voting in favor of or against any
resolution. The record shall be signed and verified by the affidavits of the
permanent chairman and secretary of the meeting and one of the duplicates shall

                                       54


be delivered to the Company and the other to the Trustee to be preserved by the
Trustee.

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

     Section 9.7 No Delay of Rights by Reason of Meeting. Nothing in this
Article contained shall be deemed or construed to authorize or permit, by reason
of any call of a meeting of Holders or any rights expressly or impliedly
conferred hereunder to make such call, any hindrance or delay in the exercise of
any right or rights conferred upon or reserved to the Trustee or to the Holders
under any of the provisions of this Indenture or of the Securities of any
series.

                                    ARTICLE X
                             SUPPLEMENTAL INDENTURES

     Section 10.1 Supplemental Indentures Without Consent of Securityholders.
Without the consent of any Holders of Securities, the Company, when authorized
by a resolution of its Board of Directors, and the Trustee may from time to time
and at any time enter into an indenture or indentures supplemental hereto (which
shall conform to the provisions of the Trust Indenture Act as in force at the
date of the execution thereof) for one or more of the following purposes:

         (a) to convey, transfer, assign, mortgage or pledge to the Trustee as
     security for the Securities any property or assets;

         (b) to evidence the succession of another Person to the Company, or
     successive successions, and the assumption by the successor Person of the
     covenants, agreements and obligations of the Company under this Indenture
     and the Securities, in each case in compliance with this Indenture;

         (c) to add to the covenants of the Company such further covenants,
     restrictions, conditions or provisions as its Board of Directors shall
     consider to be for the protection of the Holders of any series of
     Securities or Tranche thereof, or to surrender any right or power herein
     conferred upon the Company and to make the occurrence and continuance of a
     default in any such additional covenants, restrictions, conditions or
     provisions an Event of Default permitting the enforcement of all or any of
     the several remedies provided in this Indenture as herein set forth;
     provided that in respect of any such additional covenant, restriction,
     condition or provision such supplemental indenture may provide for a
     particular period of grace after default (which period may be shorter or
     longer than that allowed in the case of other defaults) or may provide for
     an immediate enforcement upon such an Event of Default or may limit the
     remedies available to the Trustee upon such an Event of Default or may
     limit the right of the Holders of a majority in aggregate principal amount
     of the Securities of such series to waive such an Event of Default;

         (d) to cure any ambiguity or to correct or supplement any provision
     contained herein or in any supplemental indenture which may be defective or
     inconsistent with any other provision contained herein or in any
     supplemental indenture; or to make such other provisions in regard to
     matters or questions arising under this Indenture or under any

                                       55


     supplemental indenture or, in the case of Securities of a series issued to
     a QCH Capital Trust and for so long as any of the Preferred Securities
     issued by such QCH Capital Trust shall remain outstanding, the holders of
     such Preferred Securities may deem necessary or desirable and which shall
     not materially adversely affect the interests of the Holders of any
     Securities;

         (e) to establish the form or terms of Securities of any series as
     permitted by Section 3.1;

         (f) to evidence and provide for the acceptance of appointment hereunder
     by a successor trustee with respect to the Securities, pursuant to Section
     7.11, or 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;

         (g) otherwise to amend or supplement any of the provisions of this
     Indenture or in any supplemental indenture; provided, however, that no such
     amendment or supplement shall materially adversely affect the interests of
     the Holders of any Securities then Outstanding;

         (h) to provide for the issuance under this Indenture of Securities in
     coupon form (including Securities registrable as to principal only), to
     provide for interchangeability thereof with Securities in registered form
     of the same series and to make all appropriate changes for such purpose, or
     to permit or facilitate the issuance of Securities of any series in
     uncertificated form provided any such action shall not adversely affect the
     interests of the Holders of Outstanding Securities of any series in any
     material respect;

         (i) to add to, delete from or revise the conditions, limitations and
     restrictions on the authorized amount, terms or purposes of issue,
     authentication and delivery of Securities, as herein set forth;

         (j) to add any additional Events of Default with respect to all or any
     series of Securities (as shall be specified in such supplemental
     indenture);

         (k) to supplement any of the provisions of this Indenture to such
     extent as shall be necessary to permit or facilitate the defeasance and
     discharge of any series of Securities pursuant to Article XII, provided
     that any such action shall not adversely affect the interests of any Holder
     of an Outstanding Security of such series or any other Outstanding Security
     or, in the case of Securities of a series issued to a QCH Capital Trust and
     for so long as any of the Preferred Securities issued by such QCH Capital
     Trust shall remain outstanding, the holders of such Preferred Securities,
     in any material respect;

         (l) to make provisions with respect to conversion or exchange rights of
     Holders of Securities of any series;

         (m) to provide for the issuance under this Indenture of Securities
     denominated or payable in currency other than Dollars and to make all
     appropriate changes for such purpose;

                                       56


         (n) to modify any restrictions on and procedures for resales of
     Securities of any series that is not registered pursuant to the Securities
     Act to reflect any change in applicable law or regulation (or the
     interpretation thereof) or in practices relating to the resale or transfer
     of restricted securities generally and to modify any legends placed on such
     Securities to reflect such restrictions and procedures; and

         (o) to add to or change or eliminate any provision of this Indenture as
     shall be necessary or desirable to conform to provisions of the Trust
     Indenture Act as at the time in effect, provided that such action shall not
     materially adversely affect the interests of the Holders of the Securities
     of any series.

     The Trustee is hereby authorized to join with the Company in the execution
of any such supplemental indenture, to make any further appropriate agreements
and stipulations, which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the
Trustee shall not be obligated to enter into any such supplemental indenture
which affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.

     Any supplemental indenture authorized by the provisions of this Section may
be executed without the consent of the Holders of any of the Securities at the
time Outstanding, notwithstanding any of the provisions of Section 10.2.

     Section 10.2 Supplemental Indentures With Consent of Securityholders. With
the consent (evidenced as provided in Article VIII) of the Holders of not less
than a majority in aggregate principal amount of the Securities at the time
Outstanding of all series affected by such supplemental indenture (voting as one
class) (and, in the case of any series of Securities held as assets of a QCH
Capital Trust, such consent of holders of the Preferred Securities and the
Common Securities of such QCH Capital Trust as may be required under the Trust
Agreement of such QCH Capital Trust), the Company, when authorized by a
resolution of its Board of Directors, and the Trustee may, from time to time and
at any time, enter into an indenture or indentures supplemental hereto (which
shall conform to the provisions of the Trust Indenture Act as in force at the
date of execution thereof) for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of any supplemental indenture or of modifying in any manner the rights of the
Holders of the Securities of each such series; provided that no such
supplemental indenture shall (a) change the Stated Maturity of the principal of,
or any premium or installment of interest (including any Additional Interest) on
or any Additional Amounts with respect to, any Security of such series, or
reduce the principal amount thereof (or modify the calculation of such principal
amount) or rate of interest (including any Additional Interest) thereon or any
Additional Amounts with respect thereto (or modify the calculation of such
rate), or any premium payable on redemption thereof or otherwise, or reduce the
amount of the principal of an Original Issue Discount Security that would be due
and payable upon an acceleration with respect thereto pursuant to Section 6.1 or
the amount thereof provable in bankruptcy pursuant to Section 6.2, or change the
obligation of the Company to pay Additional Amounts pursuant to Section 4.4
(except as contemplated by Section 11.1 and permitted by Section 10.1), or
change the redemption provisions, or change the Place of Payment, currency in
which the principal of, any premium or interest (including any Additional
Interest) on, or any Additional Amounts with respect to any security is payable,
or

                                       57


impair or adversely affect the right of any Securityholder to institute suit for
the payment thereof or, if the Securities provide therefor, any right of
repayment at the option of the Securityholder, without the consent of the Holder
of each Security of such series so affected; or (b) reduce the aforesaid
percentage of the principal amount of Securities Outstanding of such series, the
consent of the Holders of which is required for any such supplemental indenture
or any waiver of any obligations of the Company under this Indenture, without
the consent of the Holders of each Security of such series so affected, or
reduce the requirements for quorum on voting; or (c) modify any of the
provisions of this Indenture relating to the subordination of the Securities in
a manner adverse to Holders of Securities.

     Upon the request of the Company, accompanied by a Board Resolution
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Securityholders as
aforesaid and other documents, if any, required by Section 8.1, the Trustee
shall join with the Company in the execution of such supplemental indenture
unless such supplemental indenture affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion, but shall not be obligated to, enter into such supplemental
indenture.

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

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

     Section 10.3 Notice of Supplemental Indenture. Promptly after the execution
by the Company and the Trustee of any supplemental indenture pursuant to the
provisions of Section 10.2, the Company shall mail a notice thereof by
first-class mail to the Holders of Securities of each series affected thereby at
their addresses as they shall appear on the Security Register, setting forth in
general terms the substance of such supplemental indenture. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.

     Section 10.4 Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions of this Article, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith, but only with regard to the Securities of each series affected by
such supplemental indenture, and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company and the Holders of any Securities of such series affected thereby shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes with regard to
the Securities of such series.

                                       58


     Section 10.5 Documents to be Given to Trustee. The Trustee, subject to the
provisions of Section 7.1 and Section 7.2, shall be provided with an Officer's
Certificate and an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant to this Article complies with the
applicable provisions of this Indenture and is authorized or permitted by this
Indenture.

     Section 10.6 Notation on Securities in Respect of Supplemental Indentures.
Securities of any series affected by any supplemental indenture which are
authenticated and delivered after the execution of such supplemental indenture
pursuant to the provisions of this Article may bear a notation in form approved
by the Company and the Trustee 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
modification of this Indenture contained in any such supplemental indenture may
be prepared by the Company, authenticated by the Trustee and delivered in
exchange for the Securities of such series then Outstanding.

     Section 10.7 Effect on Senior Indebtedness. No supplemental indenture shall
directly or indirectly modify or eliminate the provisions of Article XIII in any
manner which might terminate or impair the subordination of the Securities of
any series to Company Senior Indebtedness with respect to such series without
the prior written consent of the holders of such Company Senior Indebtedness.

                                   ARTICLE XI
                   CONSOLIDATION, AMALGAMATION, MERGER OR SALE

     Section 11.1 Company May Consolidate, Etc., Only on Certain Terms. The
Company shall not consolidate or amalgamate with or merge into any other Person
(whether or not affiliated with the Company), or convey, transfer or lease its
properties and assets as an entirety or substantially as an entirety to any
other Person (whether or not affiliated with the Company), and the Company shall
not permit any other Person (whether or not affiliated with the Company) to
consolidate or amalgamate with or merge into the Company or convey, transfer or
lease its properties and assets as an entirety or substantially as an entirety
to the Company, unless:

         (a) in case the Company shall consolidate or amalgamate with or merge
     into another Person or convey, transfer or lease its properties and assets
     as an entirety or substantially as an entirety to any Person, the Person
     formed by such consolidation or amalgamation or into which the Company is
     merged or the Person which acquires by conveyance or transfer, or which
     leases, the properties and assets of the Company as an entirety or
     substantially as an entirety shall be a Corporation or limited liability
     company organized and existing under the laws of the United States of
     America, any state thereof or the District of Columbia, Bermuda, or any
     other country (including under the laws of any state, province or other
     political subdivision thereof) which is on the date of this Indenture a
     member of the Organization for Economic Cooperation and Development, and
     shall expressly assume, by an indenture (or indentures, if at such time
     there is more than one Trustee) supplemental hereto, executed by the
     successor Person and delivered to the Trustee the due and punctual payment
     of the principal of, any premium and interest (including any Additional
     Interest) on and any Additional Amounts with respect to all the Securities
     and the performance of every obligation in this Indenture and the
     Outstanding

                                       59


     Securities on the part of the Company to be performed or observed and shall
     provide for conversion or exchange rights in accordance with the provisions
     of the Securities of any series that are convertible or exchangeable into
     Common Stock or other securities;

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

         (c) in the case of the Securities of a series issued to a QCH Capital
     Trust, such transaction is permitted under the related Trust Agreement and
     does not give rise to any breach or violation of such Trust Agreement.

     Section 11.2 Opinion of Counsel. Either the Company or the successor Person
shall deliver to the Trustee prior to the proposed transaction(s) covered by
Section 11.1 an Officer's Certificate and an Opinion of Counsel stating that the
transaction(s) and such supplemental indenture are authorized and permitted by
this Indenture and that all conditions precedent to the consummation of the
transaction(s) under this Indenture have been met.

     Section 11.3 Successor Person Substituted. Upon any consolidation or
amalgamation by the Company with or merger of the Company into any other Person
or any lease, sale, assignment, or transfer of all or substantially all of the
property and assets of the Company in accordance with Section 11.1, the
successor Person formed by such consolidation or amalgamation or into which the
Company is merged or the successor Person or affiliated group of Persons to
which such lease, sale, assignment, or transfer is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person or Persons had
been named as the Company herein, and thereafter, except in the case of a lease,
the predecessor Person or Persons shall be relieved of all obligations and
covenants under this Indenture and the Securities and in the event of such
conveyance or transfer, except in the case of a lease, any such predecessor
Person may be dissolved and liquidated.

                                   ARTICLE XII
            SATISFACTION AND DISCHARGE OF INDENTURE, UNCLAIMED MONEYS

     Section 12.1 Satisfaction and Discharge of Securities of Any Series. The
Company shall be deemed to have satisfied and discharged this Indenture with
respect to the entire indebtedness on all the Outstanding Securities of any
particular series, and the Trustee, at the expense of the Company and upon
Company Request, shall execute proper instruments acknowledging such
satisfaction and discharge, when

         (a) either:

               (i) all Outstanding Securities of such series theretofore
         authenticated and delivered (other than (i) any Securities of such
         series which have been destroyed, lost or stolen and which have been
         replaced or paid as provided in Section 3.7 and Outstanding Securities
         of such series 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

                                       60


         provided in Section 12.3) have been delivered to the Trustee for
         cancellation; or

               (ii) all Outstanding Securities of such series described in
         sub-clause (i) above (other than the Securities referred to in the
         parenthetical phrase thereof) not theretofore delivered to the Trustee
         for cancellation:

                    (x) have become due and payable;

                    (y) will become due and payable at their Stated Maturity
               within one year; or

                    (z) if redeemable at the option of the Company or pursuant
               to the operation of a sinking fund, 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

                         (A) the Company has irrevocably deposited or caused to
                    be irrevocably deposited with the Trustee as trust funds in
                    trust an amount (except as otherwise specified pursuant to
                    Section 3.1 for the Securities of such series) sufficient to
                    pay and discharge the entire indebtedness on all such
                    Outstanding Securities of such series, not therefore
                    delivered to the Trustee for cancellation, including the
                    principal of, any premium and interest (including any
                    Additional Interest) on, and any Additional Amounts with
                    respect to such Securities (based upon applicable law as in
                    effect on the date of such deposit), to the date of such
                    deposit (in the case of Securities which have become due and
                    payable) or to the Maturity thereof, as the case may be; or

                         (B) the Company has irrevocably deposited or caused to
                    be irrevocably deposited with the Trustee as obligations in
                    trust such amount of Government Obligations as will, in a
                    written opinion of independent public accountants delivered
                    to the Trustee, together with the predetermined and certain
                    income to accrue thereon (without consideration of any
                    reinvestment thereof), be sufficient to pay and discharge
                    when due the entire indebtedness on all such Outstanding
                    Securities of such series for unpaid principal (and premium,
                    if any), interest on, and any Additional Amounts to the date
                    of such deposit (in the case of Securities which have become
                    due and payable) or Maturity thereof, as the case may be;

         (b) the Company has paid or caused to be paid all other sums payable
     with respect to the Outstanding Securities of such series including all
     fees due to the Trustee under Section 7.6;

         (c) the Company has delivered to the Trustee an Officer's Certificate
     and an

                                       61


     Opinion of Counsel, each stating that all conditions precedent herein
     provided for relating to the due satisfaction and discharge of this
     Indenture with respect to the entire indebtedness on all Outstanding
     Securities of any such series have been complied with; and

         (d) if the Securities of such series are not to become due and payable
     at their Stated Maturity within one year of the date of such deposit or are
     not to be called for redemption within one year of the date of such deposit
     under arrangements satisfactory to the Trustee as of the date of such
     deposit, then the Company shall have given, not later than the date of such
     deposit, notice of such deposit to the Holders of the Securities of such
     series.

     Upon the satisfaction of the conditions set forth in this Section 12.1 with
respect to all the Outstanding Securities of any series, the terms and
conditions with respect thereto set forth in this Indenture shall no longer be
binding upon, or applicable to, the Company; provided, however, that the Company
shall not be discharged from (a) any obligations under Section 7.6 and Section
7.10 and (b) any obligations under Section 3.6, Section 3.7, Section 5.1 and
Section 12.3 and (c) any obligations under Section 4.4, with respect to the
payment of any Additional Amounts, if any, (but only to the extent that the
Additional Amounts payable with respect to any Outstanding Securities of such
series exceed the amount deposited in respect of such Additional Amounts
pursuant to Section 12.1(a)(ii)); and provided, further, that in the event a
petition for relief under the Federal Bankruptcy Code or a successor statute is
filed with respect to the Company within 91 days after the deposit, this
Indenture with respect to the entire indebtedness on all Securities of such
series shall not be discharged, and in such event the Trustee shall return such
deposited funds or obligations as it is then holding to the Company upon Company
Request.

     Section 12.2 Defeasance and Covenant Defeasance.

     (a) Unless pursuant to Section 3.1, either or both of (i) defeasance of the
Securities of or within a series under clause of this Section 12.2 shall not be
applicable with respect to the Securities of such series or (ii) covenant
defeasance of the Securities of or within a series under clause of this Section
12.2 shall not be applicable with respect to the Securities of such series, then
such provisions, together with the other provisions of this Section 12.2 (with
such modifications thereto as may be specified pursuant to Section 3.1 with
respect to any Securities), shall be applicable to such Securities and the
Company may at its option by Board Resolution, at any time, with respect to such
Securities, elect to have Section 12.2(b) or Section 12.2(c) be applied to such
Outstanding Securities upon compliance with the conditions set forth below in
this Section 12.2.

     (b) Upon the Company's exercise of the above option applicable to this
Section 12.2(b) with respect to any Securities of or within a series, the
Company shall be deemed to have been discharged from its obligations with
respect to such Outstanding Securities on the date the conditions set forth in
clause (d) of this Section 12.2 are satisfied (hereinafter, "defeasance"). For
this purpose, such defeasance means that the Company shall be deemed to have
paid and discharged the entire Indebtedness represented by such Outstanding
Securities, and under the Guarantee in respect thereof, which shall thereafter
be deemed to be "Outstanding" only for the purposes of clause (c) of this
Section 12.2 and the other Sections of this Indenture referred to in

                                       62


clauses (i) and (ii) below, and to have satisfied all of 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), except for the following which shall
survive until otherwise terminated or discharged hereunder: (i) the rights of
Holders of such Outstanding Securities, solely from the trust fund described in
clause (d) of this Section 12.2 and as more fully set forth in such clause,
payments in respect of the principal of (and premium, if any) and interest
(including Additional Interest), if any, on, and Additional Amounts, if any,
with respect to, such Securities when such payments are due, and any rights of
such Holder to convert such Securities into other Securities of the Company or
exchange such Securities for securities of another issuer; (ii) the obligations
of the Company and the Trustee with respect to such Securities under Sections
3.6, 3.7, 4.2, 4.3 and 12.3 and with respect to the payment of Additional
Amounts, if any, on such Securities as contemplated by Section 4.4 (but only to
the extent that the Additional Amounts payable with respect to such Securities
exceed the amount deposited in respect of such Additional Amounts pursuant to
Section 12.2(d)(i) below), and with respect to any rights to convert such
Securities into other securities of the Company or exchange such Securities for
securities of another issuer; (iii) the rights, powers, trusts, duties and
immunities of the Trustee hereunder including, without limitation, the
compensation, reimbursement and indemnities provided in Section 7.6 herein; and
(iv) this Section 12.2. The Company may exercise its option under this Section
12.2(b) notwithstanding the prior exercise of its option under clause (c) of
this Section 12.2 with respect to such Securities.

     (c) Upon the Company's exercise of the option to have this Section 12.2(c)
apply with respect to any Securities of or within a series, the Company shall be
released from its obligations in respect of any other covenant applicable to
such Securities, with respect to such Outstanding Securities on and after the
date the conditions set forth in clause (d) of this Section 12.2 are satisfied
(hereinafter, "covenant defeasance"), and such Securities shall thereafter be
deemed to be not "Outstanding" for the purposes of any direction, waiver,
consent or declaration or Act of Holders (and the consequences of any thereof)
in connection with any such covenant or obligation, but shall continue to be
deemed "Outstanding" for all other purposes hereunder. For this purpose, such
covenant defeasance means that, with respect to such Outstanding 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 Section or such other
covenant or obligation, whether directly or indirectly, by reason of any
reference elsewhere herein to any such Section or such other covenant or
obligation or by reason of reference in any such Section or such other covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a default or an Event of Default under Section 6.1
but, except as specified above, the remainder of this Indenture and such
Securities shall be unaffected thereby.

     (d) The following shall be the conditions to application of clause (b) or
(c) of this Section 12.2 to any Outstanding Securities of or within a series:

          (i) The Company shall irrevocably have deposited or caused to be
     deposited with the Trustee (or another trustee satisfying the requirements
     of Section 7.8 who shall agree to comply with the provisions of this
     Section 12.2 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 benefit of the Holders of such Securities, (1) an
     amount in Dollars or in such Foreign Currency in which such Securities are
     then specified as


                                       63


     payable at Stated Maturity, or (2) Government Obligations applicable to
     such Securities (determined on the basis of the Currency in which such
     Securities are then specified as payable at Stated Maturity) 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 with respect to such Securities, money in an
     amount, or (3) a combination thereof, in any case, in an amount,
     sufficient, without consideration of any reinvestment of such principal and
     interest, 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 other qualifying trustee) to pay and discharge, (y) the
     principal of (and premium, if any) and interest (including any Additional
     Interest), if any, on, and any Additional Amounts with respect to such
     Securities (based upon applicable law as in effect on the date of such
     deposit), such Outstanding Securities at the Stated Maturity or Redemption
     Date of such principal or installment of principal or premium or interest
     and (z) any mandatory sinking fund payments or analogous payments
     applicable to such Outstanding Securities on the days on which such
     payments are due and payable in accordance with the terms of this Indenture
     and of such Securities and, if applicable, shall have made irrevocable
     arrangements satisfactory to the Trustee for the redemption of any
     Securities to be redeemed at the option of the Company in connection with
     such deposit.

          (ii) No Event of Default or event which with notice or lapse of time
     or both would become an Event of Default with respect to such Securities
     shall have occurred and be continuing on the date of such deposit (after
     giving effect thereto) and, with respect to defeasance only, no event
     described in Section 6.1(f) or (g) at any time during the period ending on
     the 91st day after the date of such deposit (it being understood that this
     condition shall not be deemed satisfied until the expiration of such
     period).

          (iii) Such defeasance or covenant defeasance shall not result in a
     breach or violation of, or constitute a default under, any material
     agreement or instrument (other than this Indenture) to which the Company is
     a party or by which it is bound.

          (iv) In the case of an election under clause (b) of this Section 12.2
     for which the Place of Payment is within the United States, the Company
     shall have delivered to the Trustee an Opinion of Counsel stating that (i)
     the Company has received from the Internal Revenue Service a letter ruling,
     or there has been published by the Internal Revenue Service a Revenue
     Ruling, or (ii) since the date of execution of this Indenture, there has
     been a change in the applicable Federal income tax law, in either case to
     the effect that, and based thereon such opinion shall confirm that, the
     Holders of such Outstanding Securities will not recognize income, gain or
     loss for Federal income tax purposes as a result of such defeasance and
     will be subject to Federal income tax on the same amounts, in the same
     manner and at the same times as would have been the case if such defeasance
     had not occurred.

          (v) In the case of an election under clause (c) of this Section 12.2
     with respect to Requested Securities and for which the Place of Payment is
     within the United States, the Company shall have delivered to the Trustee
     an Opinion of Counsel to the effect that the Holders of such Outstanding
     Securities will not recognize income, gain or loss for


                                       64


     Federal income tax purposes as a result of such covenant defeasance and
     will be subject to Federal income tax on the same amounts, in the same
     manner and at the same times as would have been the case if such covenant
     defeasance had not occurred.

          (vi) With respect to defeasance only, the Company shall have delivered
     to the Trustee an Opinion of Counsel to the effect that, after the 91st day
     after the date of deposit, all money and Government Obligations (or other
     property as may be provided pursuant to Section 3.1) (including the
     proceeds thereof) deposited or caused to be deposited with the Trustee (or
     other qualifying trustee) pursuant to this clause (d) to be held in trust
     will not be subject to recapture or avoidance as a preference in any case
     or proceeding (whether voluntary or involuntary) in respect of the Company
     under any Federal or State bankruptcy, insolvency, reorganization or other
     similar law, or any decree or order for relief in respect of the Company
     issued in connection therewith (for which purpose such Opinion of Counsel
     may assume that no Holder is an "insider").

          (vii) With respect to defeasance only, the Company shall have
     delivered to the Trustee an Officer's Certificate as to solvency and the
     absence of any intent of preferring the Holders over any other creditors of
     the Company.

          (viii) The Company shall have delivered to the Trustee an Officer's
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent to the defeasance or covenant defeasance under clause (b) or (c)
     of this Section 12.2 (as the case may be) have been complied with.

          (ix) Notwithstanding any other provisions of this Section 12.2(d),
     such defeasance or covenant defeasance shall be effected in compliance with
     any additional or substitute terms, conditions or limitations which may be
     imposed on the Company in connection therewith pursuant to Section 3.1.

     (e) Unless otherwise specified in or pursuant to this Indenture, if, after
a deposit referred to in Section 12.2(d)(i) has been made, (i) the Holder of a
Security in respect of which such deposit was made is entitled to, and does,
elect pursuant to Section 3.1 or the terms of such Security to receive payment
in a Currency other than that in which the deposit pursuant to Section
12.2(d)(i) has been made in respect of such Security, or (ii) a Conversion Event
occurs in respect of the Foreign Currency in which the deposit pursuant to
Section 12.2(d)(i) has been made, the indebtedness represented by such Security
shall be deemed to have been, and will be, fully discharged and satisfied
through the payment of the principal of (and premium, if any), and interest
(including any Additional Interest), if any, on, and Additional Amounts, if any,
with respect to, such Security as the same becomes due out of the proceeds
yielded by converting (from time to time as specified below in the case of any
such election) the amount or other property deposited in respect of such
Security into the Currency in which such Security becomes payable as a result of
such election or Conversion Event based on (x) in the case of payments made
pursuant to clause (i) above, the applicable market exchange rate for such
Currency in effect on the second Business Day prior to each payment date, or (y)
with respect to a Conversion Event, the applicable market exchange rate for such
Foreign Currency in effect (as nearly as feasible) at the time of the Conversion
Event.


                                       65


     The Company shall pay and indemnify the Trustee (or other qualifying
trustee, collectively for purposes of this Section 12.2(d) and Section 12.3, the
"Trustee") against any tax, fee or other charge, imposed on or assessed against
the Government Obligations deposited pursuant to this Section 12.2 or the
principal or 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 such
Outstanding Securities.

     Anything in this Section 12.2 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 (or other property and any proceeds therefrom)
held by it as provided in clause (d) of this Section 12.2 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 a
defeasance or covenant defeasance, as applicable, in accordance with this
Section 12.2.

     Section 12.3 Application of Trust Money. All money and obligations
deposited with the Trustee pursuant to Section 12.1 or 12.2 shall be held
irrevocably in trust and shall be made under the terms of an escrow trust
agreement in form and substance satisfactory to the Company and the Trustee.
Such money and obligations shall be applied by the Trustee, in accordance with
the provisions of the Securities, this Indenture and such escrow trust
agreement, 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 of (and premium, if
any) and interest (including any Additional Interest), if any, on the Securities
for the payment of which such money and obligations have been deposited with the
Trustee. If Securities of any series are to be redeemed prior to their Stated
Maturity, whether pursuant to any optional redemption provisions or in
accordance with any mandatory or optional sinking fund requirement, the Company
shall give the required notice of redemption or shall make such arrangements as
are satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company.

     Section 12.4 Repayment of Moneys Held by Paying Agent. In connection with
the satisfaction and discharge of this Indenture with respect to Securities of
any series, all moneys with respect to such series then held by any Paying Agent
(and not required for such satisfaction and discharge) shall, upon demand of the
Company, be repaid to it or paid to the Trustee and thereupon such Paying Agent
shall be released from all further liability with respect to such moneys.

     Section 12.5 Return of Unclaimed Moneys Held by Trustee and Paying Agent.
Any moneys deposited with or paid to the Trustee or any Paying Agent for the
payment of the principal of, or premium, if any, or interest, if any, on,
Securities of any series and which shall not be applied but shall remain
unclaimed by the Holders of Securities of such series for two years after the
date upon which such payment shall have become due and payable, shall, subject
to the unclaimed property law of the state of New York, be repaid to the Company
by the Trustee on demand; and the Holder of any of such Securities entitled to
receive such payment shall thereafter look only to the Company for the payment
thereof; provided, however, that the Company or the Trustee, before making any
such repayment, shall at the expense of the Company cause to be published once a
week for two successive weeks (in each case on any day


                                       66


of the week) in an Authorized Newspaper, or mail to each Holder, or both, a
notice that said moneys have not been so applied and that after a date named
therein any unclaimed balance of said moneys then remaining will be returned to
the Company.

     If the Trustee or Paying Agent is unable to apply any money in accordance
with Section 12.3 by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Section 12.1 or Section 12.2 until such time as the Trustee or
Paying Agent is permitted to apply all such money in accordance with Section
12.3; provided, however, that if the Company makes any payment of interest on or
principal of, or any Additional Amounts, with respect to any Security following
the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Securities to receive such payment from the money
held by the Trustee or Paying Agent.


                                  ARTICLE XIII
                           SUBORDINATION OF SECURITIES

     Section 13.1 Agreement to Subordinate. The Company covenants and agrees,
and each Holder of Securities issued hereunder and under any indenture
supplemental hereto or pursuant to a Board Resolution and Officers' Certificate
("Additional Provisions") by such Holder's acceptance thereof likewise covenants
and agrees, that all Securities shall be issued subject to the provisions of
this Article XIII; and each Holder of a Security, whether upon original issue or
upon transfer or assignment thereof, accepts and agrees to be bound by such
provisions.

     The payment by the Company of the principal of, any premium and interest
(including any Additional Interest) on and any Additional Amounts with respect
to all Securities of each series issued hereunder and under any Additional
Provisions shall, to the extent and in the manner hereinafter set forth and
subject to the provisions of the related supplemental indenture, be subordinate
in right of payment to the prior payment in full of all Company Senior
Indebtedness with respect to such series, whether outstanding at the date of
this Indenture or thereafter incurred.

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

     Section 13.2 Default on Company Senior Indebtedness. In the event and
during the continuation of any default by the Company in the payment of
principal, premium, interest or any other amount due on any Company Senior
Indebtedness with respect to the Securities of any series, or in the event that
the maturity of any Company Senior Indebtedness with respect to the Securities
of any series has been accelerated because of a default, then, in either case,
no payment shall be made by the Company with respect to the principal (including
redemption and sinking fund payments) of, any premium or interest (including any
Additional Interest) on, or any Additional Amounts with respect to, the
Securities of such series or to acquire such Securities (other than pursuant to
the conversion of such Securities).

     In the event that, notwithstanding the foregoing, any payment shall be
received by the


                                       67


Trustee when such payment is prohibited by the preceding paragraph of this
Section 13.2, such payment shall be held in trust for the benefit of, and shall
be paid over or delivered to, the holders of such Company Senior Indebtedness or
their respective representatives, or to the trustee or trustees under any
indenture pursuant to which any of such Company Senior Indebtedness may have
been issued, as their respective interests may appear, but only to the extent
that the holders of such Company Senior Indebtedness (or their representative or
representatives or a trustee) notify the Trustee in writing within 90 days of
such payment of the amounts then due and owing on such Company Senior
Indebtedness and only the amounts specified in such notice to the Trustee shall
be paid to the holders of such Company Senior Indebtedness.

     Section 13.3 Liquidation; Dissolution; Bankruptcy. Upon any payment by the
Company or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, to creditors upon any total or partial
liquidation, dissolution, winding-up, reorganization, assignment for the benefit
of creditors or marshaling of assets of the Company, whether voluntary or
involuntary, or in bankruptcy, insolvency, receivership or other similar
proceedings relating to the Company or its assets, all amounts due upon all
Company Senior Indebtedness with respect to the Securities of any series shall
first be paid in full, or payment thereof provided for in money in accordance
with its terms, before any payment is made by the Company on account of the
principal of, premium or interest (including any Additional Interest) on, or
Additional Amounts with respect to, the Securities of such series; and in any
such case, any payment by the Company, or distribution of assets of the Company
of any kind or character, whether in cash, property or securities, to which the
Holders or the Trustee (on behalf of Holders with respect to the principal of,
premium or interest on or Additional Amounts with respect to, the Securities of
such Series) would be entitled to receive from the Company, except for the
provisions of this Article XIII, shall be paid by the Company or by any
receiver, trustee in bankruptcy, liquidating trustee, agent or other Person
making such payment or distribution, or by the Holders or by the Trustee under
this Indenture if received by them or it, directly to the holders of such
Company Senior Indebtedness (pro rata to such holders having equal seniority on
the basis of the respective amounts of such Company Senior Indebtedness held by
such holders, as calculated by the Company) or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing such Company Senior Indebtedness may have been
issued, as their respective interests may appear, to the extent necessary to pay
such Company Senior Indebtedness in full, in money or money's worth, after
giving effect to any concurrent payment or distribution to or for the holders of
such Company Senior Indebtedness, before any payment or distribution is made to
the Holders of the Securities of such series or to the Trustee.

     In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing shall be received by the
Trustee before all such Company Senior Indebtedness is paid in full, or
provision is made for such payment in money in accordance with its terms, such
payment or distribution shall be held in trust for the benefit of and shall be
paid over or delivered to the holders of such Company Senior Indebtedness or
their representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing such Company Senior
Indebtedness may have been issued, as their respective interests may appear, as
calculated by the Company, for application to the payment of all such Company
Senior


                                       68


Indebtedness remaining unpaid to the extent necessary to pay such Company Senior
Indebtedness in full in money in accordance with its terms, after giving effect
to any concurrent payment or distribution to or for the benefit of the holders
of such Company Senior Indebtedness.

     For purposes of this Article XIII, the words "cash, property or securities"
shall not be deemed to include common shares of the Company as reorganized or
readjusted, or securities of the Company or any other corporation provided for
by a plan of reorganization or readjustment, the payment of which is
subordinated at least to the extent provided in this Article XIII with respect
to the Securities of the relevant series to the payment of all Company Senior
Indebtedness with respect to the Securities of such series that may at the time
be outstanding, provided that (i) such Company Senior Indebtedness is assumed by
the new corporation, if any, resulting from any such reorganization or
readjustment, and (ii) the rights of the holders of such Company Senior
Indebtedness are not, without the consent of such holders, altered by such
reorganization or readjustment. The consolidation or amalgamation of the Company
with, or the merger of the Company into, another Person or the liquidation or
dissolution of the Company following the conveyance, transfer or lease of its
property as an entirety, or substantially as an entirety, to another Person upon
the terms and conditions provided for in Sections 11.1 and 11.3 of this
Indenture shall not be deemed a dissolution, winding-up, liquidation or
reorganization for the purposes of this Section 13.3 if such other Person shall,
as a part of such consolidation, merger, conveyance or transfer, comply with the
conditions stated in Sections 11.1 and 11.3 of this Indenture.

     Section 13.4 Subrogation. Subject to the payment in full of all Company
Senior Indebtedness with respect to the Securities of any series, the rights of
the Holders of the Securities of such series shall be subrogated to the rights
of the holders of such Company Senior Indebtedness to receive payments or
distributions of cash, property or securities of the Company applicable to such
Company Senior Indebtedness until the principal of, any premium and interest
(including any Additional Interest) on, and any Additional Amounts with respect
to, the Securities of such series shall be paid in full; and, for the purposes
of such subrogation, no payments or distributions to the holders of such Company
Senior Indebtedness of any cash, property or securities to which the Holders or
the Trustee would be entitled except for the provisions of this Article XIII,
and no payment over pursuant to the provisions of this Article XIII to or for
the benefit of the holders of such Company Senior Indebtedness by Holders of the
Securities of such series or the Trustee, shall, as between the Company, its
creditors other than holders of such Company Senior Indebtedness, and the
Holders of the Securities of such series, be deemed to be a payment by the
Company to or on account of such Company Senior Indebtedness. It is understood
that the provisions of this Article XIII are and are intended solely for the
purposes of defining the relative rights of the Holders of the Securities of
each series, on the one hand, and the holders of the Company Senior Indebtedness
with respect to the Securities of such series on the other hand.

     Nothing contained in this Article XIII or elsewhere in this Indenture, any
Additional Provisions or in the Securities of any series is intended to or shall
impair, as between the Company, its creditors other than the holders of Company
Senior Indebtedness with respect to the Securities of such series, and the
Holders of the Securities of such series, the obligation of the Company, which
is absolute and unconditional, to pay to the Holders of the Securities of such


                                       69


series the principal of, any premium and interest (including any Additional
Interest) on, and any Additional Amounts with respect to, the Securities of such
series as and when the same shall become due and payable in accordance with
their terms, or is intended to or shall affect the relative rights of the
Holders of the Securities of such series and creditors of the Company, other
than the holders of such Company Senior Indebtedness, nor shall anything herein
or therein prevent the Trustee or the Holder of any Security of such series from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article XIII of the
holders of such Company Senior Indebtedness in respect of cash, property or
securities of the Company, as the case may be, received upon the exercise of any
such remedy.

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

     Section 13.5 Trustee to Effectuate Subordination. Each Holder of Securities
by such Holder's acceptance thereof authorizes and directs the Trustee on such
Holder's behalf to take such action as may be necessary or appropriate to
effectuate the subordination provided in this Article XIII and appoints the
Trustee such Holder's attorney-in-fact for any and all such purposes.

     Section 13.6 Notice by the Company. The Company shall give prompt written
notice to a Responsible Officer of the Trustee of any fact known to the Company
that would prohibit the making of any payment of monies to or by the Trustee in
respect of the Securities of any series pursuant to the provisions of this
Article XIII. Notwithstanding the provisions of this Article XIII or any other
provision of this Indenture or any Additional Provisions, the Trustee shall not
be charged with knowledge of the existence of any facts that would prohibit the
making of any payment of monies to or by the Trustee in respect of the
Securities of any series pursuant to the provisions of this Article XIII, unless
and until a Responsible Officer of the Trustee shall have received written
notice thereof from the Company or a holder or holders of Company Senior
Indebtedness with respect to the Securities of such series or from any trustee
therefor; and before the receipt of any such written notice, the Trustee shall
be entitled in all respects to assume that no such facts exist; provided,
however, that if the Trustee shall not have received the notice provided for in
this Section 13.6 at least five Business Days prior to the date upon which by
the terms hereof any money may become payable for any purpose (including,
without limitation, the payment of the principal of, any premium or interest
(including any Additional Interest) on, or any Additional Amounts with respect
to, any Security of such series), then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to
receive such money and to apply the same to the purposes for which they were
received, and shall not be affected by any notice to the contrary that may be
received by it within


                                       70


two Business Days prior to such date.

     The Trustee shall be entitled to conclusively rely on the delivery to it of
a written notice by a Person representing himself to be a holder of Company
Senior Indebtedness with respect to the Securities of any series (or a trustee
on behalf of such holder), to establish that such notice has been given by a
holder of such Company Senior Indebtedness or a trustee on behalf of any such
holder or holders. In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any Person as a holder
of such Company Senior Indebtedness to participate in any payment or
distribution pursuant to this Article XIII, the Trustee may request such Person
to furnish evidence to the reasonable satisfaction of the Trustee as to the
amount of such Company 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 XIII,
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 13.7 Rights of the Trustee; Holders of Company Senior Indebtedness.
The Trustee in its individual capacity shall be entitled to all the rights set
forth in this Article XIII in respect of any Company Senior Indebtedness with
respect to the Securities of any series at any time held by it, to the same
extent as any other holder of such Company Senior Indebtedness, and nothing in
this Indenture or any Additional Provisions shall deprive the Trustee of any of
its rights as such holder.

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

     Nothing in this Article XIII shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 7.6.

     Section 13.8 Trustee Not Fiduciary for Holders of Senior Indebtedness. The
Trustee 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 the Trustee 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.
With respect to the holders of Senior Indebtedness, the Trustee undertakes to
perform or to observe only such of its covenants or obligations as are
specifically set forth in this Article and no implied covenants or obligations
with respect to holders of Senior Indebtedness shall be read into this Indenture
against the Trustee.



                                       71


     Section 13.9 Subordination May Not Be Impaired. No right of any present or
future holder of any Company 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 otherwise be charged with.
Without in any way limiting the generality of the foregoing paragraph, the
holders of Company Senior Indebtedness with respect to the Securities of any
series may, at any time and from time to time, without the consent of or notice
to the Trustee or the Holders of Securities of such series, without incurring
responsibility to such Holders and without impairing or releasing the
subordination provided in this Article XIII or the obligations hereunder of the
Holders of the Securities of such series to the holders of such Company Senior
Indebtedness, do any one or more of the following: (i) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, such
Company Senior Indebtedness, or otherwise amend or supplement in any manner such
Company Senior Indebtedness or any instrument evidencing the same or any
agreement under which such Company Senior Indebtedness is outstanding; (ii)
sell, exchange, release or otherwise deal with any property pledged, mortgaged
or otherwise securing such Company Senior Indebtedness; (iii) release any Person
liable in any manner for the collection of such Company Senior Indebtedness; and
(iv) exercise or refrain from exercising any rights against the Company and any
other Person.

     Section 13.10 Application by Trustee of Assets Deposited with It. Amounts
deposited in trust with the Trustee pursuant to and in accordance with this
Indenture, including without limitation pursuant to Article XII hereof, shall be
for the sole benefit of the Holders of the Securities and, to the extent
allocated for the payment of Securities, shall not be subject to the
subordination provisions of this Article XIII. Otherwise, any deposit of assets
with the Trustee or any Paying Agent (whether or not in trust) for the payment
of any Securities shall be subject to the provisions of Sections 13.1, 13.2, and
13.3; provided that, if prior to five Business Days preceding the date on which
by the terms of this Indenture any such assets may become distributable for any
purpose (including, without limitation, the payment of any amount due on any
Security) the Trustee or such Paying Agent shall not have received with respect
to such assets the written notice provided for in Section 13.6, then the Trustee
or such Paying Agent shall have full power and authority to receive such assets
and to apply the same to the purpose for which they were received, and shall not
be affected by any notice to the contrary which may be received by it on or
after such date.


                                   ARTICLE XIV
                            MISCELLANEOUS PROVISIONS

     Section 14.1 Incorporators, Shareholders, Officers and Directors of Company
Exempt from Individual Liability. No recourse under or upon any obligation,
covenant or agreement contained in this Indenture, or in any Security, or for
any claim based thereon or otherwise in respect thereof, or because of any
indebtedness evidenced thereby, shall be had against any incorporator, as such,
or against any past, present or future shareholder (except in a shareholder's
corporate capacity as Guarantor), officer or director, as such, of the Company
or of any successor, either directly or through the Company or any successor,
under any rule of law, statute or constitutional provision or by the enforcement
of any assessment or by any legal or equitable


                                       72


proceeding or otherwise it being expressly understood that this Indenture and
the obligations issued hereunder are solely corporate obligations, and that no
such personal liability whatever shall attach to, or is or shall be incurred by,
the incorporators, shareholders, officers or directors, as such, of the Company,
or any of them, because of the creation of the indebtedness hereby authorized,
or under or by reason of the obligations, covenants or agreements contained in
this Indenture or in any Security or implied therefrom; and that any and all
such personal liability of every name and nature, either at common law or in
equity or by constitution or statute, of, and any and all such rights and claims
against, every such incorporator, shareholder, officer or director, as such,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or in any Security or implied therefrom, are hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture and the issuance of such Security.

     Section 14.2 Provisions of Indenture for the Sole Benefit of Parties and
Securityholders. Except as otherwise expressly provided herein with respect to
holders of Preferred Securities, nothing in this Indenture or in the Securities,
expressed or implied, shall give or be construed to give to any Person, other
than the parties hereto and their successors, the Holders of the Securities and
holders of Senior Indebtedness, any legal or equitable right, remedy or claim
under this Indenture or under any covenant or provision herein contained, all
such covenants and provisions being for the sole benefit of the parties hereto
and their successors and the Holders of the Securities.

     Section 14.3 Successors and Assigns of Company Bound by Indenture. All the
covenants, stipulations, promises and agreements in this Indenture contained by
or on behalf of the Company shall bind its successors and assigns, whether so
expressed or not.

     Section 14.4 Holders of Preferred Securities as Third Party Beneficiaries.
The Company hereby acknowledges that, to the extent specifically set forth
herein, the holders of the Preferred Securities of a QCH Capital Trust shall
expressly be third party beneficiaries of this Indenture. The Company further
acknowledges that, if an Event of Default has occurred and is continuing and is
attributable to the failure of the Company to pay the principal of or premium,
if any, or interest on or Additional Amounts with respect to the Securities of
the series held by such QCH Capital Trust, any holder of the Preferred
Securities of such QCH Capital Trust may institute a Direct Action against the
Company.

     Section 14.5 Notices 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 by first-class
mail, postage prepaid, to such Holders as their names and addresses appear on
the Securities Register within the time prescribed. 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 on such waiver. 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, and any
notice which is mailed in the manner herein provided shall be conclusively
presumed to have been duly given. In the case by


                                       73


reason of the suspension of regular mail service or by reason of any other cause
it shall be impracticable to give such notice by mail, then such notification as
shall be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder. In case by reason of the suspension of
publication of any Authorized Newspapers or by reason of any other cause it
shall be impracticable to publish any notice to Holders otherwise required or
permitted under this Indenture, then such notification as shall be given with
the approval of the Trustee shall constitute sufficient notice to such Holders
for every purpose hereunder.

     Section 14.6 Addresses for Notices. Any notice or demand which by any
provision of this Indenture is required or permitted to be given or served by
the Trustee or by the Holders of Securities of any series on the Company may be
given or served by registered mail addressed (until another address is filed by
the Company with the Trustee) as follows: Quanta Capital Holdings Ltd., 106
Pitts Bay Road, Pembroke HM 11, Bermuda, Attention: Controller. Any notice,
direction, request or demand by the Company or any Holders of Securities of any
series to or upon the Trustee shall be deemed to have been sufficiently given or
made, for all purposes, if received at the Corporate Trust Office of such
Trustee.

     Section 14.7 Officer's Certificates and Opinions of Counsel; Statements to
Be Contained Therein. Upon any application or demand by the Company to the
Trustee to take any action under any of the provisions of this Indenture, the
Company shall furnish to the Trustee an Officer's Certificate stating that all
conditions precedent (including any 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 any
covenants compliance with which constitutes a condition precedent) have been
complied with, except that in the case of any such application or demand as to
which the furnishing of such documents is specifically required by any provision
of this Indenture relating to such particular application or demand, no
additional certificate or opinion need be furnished.

     Each certificate or opinion provided for in this Indenture (other than
annual certificates provided pursuant to Section 4.8) and delivered to the
Trustee with respect to compliance with a condition or covenant provided for in
this Indenture shall include (a) a statement that the Person making such
certificate or opinion has read such covenant or condition, (b) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based, (c) a statement that, in the opinion of such Person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with and (d) a statement as to whether or not, in the opinion of such
Person, such condition or covenant has been complied with.

     Any certificate, statement 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 that the certificate or
opinion or representations with respect to the matters upon which his
certificate, statement or opinion may be based as aforesaid are erroneous, or in
the exercise of reasonable care should know that the same are erroneous.

     Any certificate, statement or opinion of counsel may be based, insofar as
it relates to


                                       74


factual matters, information with respect to which is in the possession of the
Company, upon the certificate, statement or opinion of or representations by an
officer or officers of the Company, unless such counsel knows that the
certificate, statement or opinion or representations with respect to the matters
upon which his certificate, statement or opinion may be based as aforesaid are
erroneous, or in the exercise of reasonable care should know that the same are
erroneous. Any certificate, statement or opinion of an officer of the Company or
of counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Company, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous. Any certificate or
opinion of any independent firm of public accountants filed with the Trustee
shall contain a statement that such firm is independent.

     Section 14.8 Separability Clause. In case any provision of this Indenture
or of 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 14.9 Legal Holidays. In any case where any Interest Payment Date,
Redemption Date or Stated Maturity of any Security shall not be a Business Day
in any Place of Payment, then (notwithstanding any other provision of this
Indenture or of the Securities, other than a provision in Securities of any
series, or any Tranche thereof, or in the indenture supplemental hereto, Board
Resolution or Officer's Certificate that establishes the terms of the Securities
of such series or Tranche, which specifically states that such provision shall
apply in lieu of this Section) payment of interest or principal and premium, if
any, need not be made at such Place of Payment on such date, but may be made on
the next succeeding Business Day at such Place of Payment, and no interest shall
accrue on the amount so payable for the period from and after such Interest
Payment Date, Redemption Date or Stated Maturity, as the case may be, to such
Business Day, except that if such next succeeding Business Day is in the next
succeeding calendar year, such payment may be made, and such Securities may be
converted or exchanged, on the immediately preceding Business Day (in the case
of each of the foregoing, with the same force and effect as if made on such
Interest Payment Date or at such Stated Maturity or Maturity or on such last day
for conversion or exchange, as the case may be).

     Section 14.10 Conflict of Any Provision of Indenture with Trust Indenture
Act. If and to the extent that any provision of this Indenture limits, qualifies
or conflicts with a provision of the Trust Indenture Act that is required under
such Act to be a part of and govern this Indenture, the latter provision shall
control. If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act that may be so modified or excluded, the former
provision shall control.

     Section 14.11 Governing Law; Waiver of Jury Trial. This Indenture and each
Security shall be deemed to be a contract governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
or instruments entered into and, in each case, performed in said state. EACH OF
THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING


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ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION
CONTEMPLATED HEREBY.

     Section 14.12 Judgment Currency. The Company agrees, to the fullest extent
that it may effectively do so under applicable law, that (a) if for the purpose
of obtaining judgment in any court it is necessary to convert the sum due in
respect of the principal of, or premium or interest, if any, or Additional
Amounts on the Securities of any series (the "Required Currency") into a
currency in which a judgment will be rendered (the "Judgment Currency"), the
rate of exchange used shall be the rate at which in accordance with normal
banking procedures the Trustee could purchase in the City of New York the
requisite amount of the Required Currency with the Judgment Currency on the New
York Banking Day preceding the day on which a final unappealable judgment is
given and (b) its obligations under this Indenture to make payments in the
Required Currency (i) shall not be discharged or satisfied by any tender, or any
recovery pursuant to any judgment (whether or not entered in accordance with
clause (a)), in any currency other than the Required Currency, except to the
extent that such tender or recovery shall result in the actual receipt, by the
payee, of the full amount of the Required Currency expressed to be payable in
respect of such payments, (ii) shall be enforceable as an alternative or
additional cause of action for the purpose of recovering in the Required
Currency the amount, if any, by which such actual receipt shall fall short of
the full amount of the Required Currency so expressed to be payable and (iii)
shall not be affected by judgment being obtained for any other sum due under
this Indenture. For purposes of the foregoing, "New York Banking Day" means any
day except a Saturday, Sunday or a legal holiday in The City of New York or a
day on which banking institutions in The City of New York are authorized or
obligated by law, regulation or executive order to be closed.

     Section 14.13 No Security Interest Created. Nothing in this Indenture or in
any Securities, express or implied, shall be construed to constitute a security
interest under the Uniform Commercial Code or similar legislation, as now or
hereafter enacted and in effect in any jurisdiction where property of the
Company or its Subsidiaries is or may be located.

     Section 14.14 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 service or 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 System, 111 Eighth 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 Quanta Capital Holdings Ltd., Cumberland House, 1
Victoria Street, Hamilton HM 11, Bermuda, Attention: Controller) brought against
it with respect to any such proceeding in any such court in The City of New


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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 in writing 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 its
agent 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 to serve
process in any other manner permitted by any law or limit the right of the
Trustee or any Holder to institute proceedings against the Company in the courts
of any other jurisdiction or jurisdictions.

     Section 14.15 Counterparts. This Indenture may be executed in any number of
counterparts, and on separate counterparts, each of which shall be an original;
but such counterparts shall together constitute but one and the same instrument.

     Section 14.16 Effect of Headings. The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the
interpretation hereof.

     Section 14.17 Force Majeure. In no event shall the Trustee be responsible
or liable for any failure or delay in the performance of its obligations
hereunder arising out of or caused by, directly or indirectly, forces beyond its
control, including, without limitation strikes, work stoppages, accidents, acts
of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and interruptions, loss or malfunctions of
utilities, communications or computer (software and hardware) services; it being
understood that the Trustee shall use reasonable efforts which are consistent
with accepted practices in the banking industry to resume performance as soon as
practicable under the circumstances.


                                   ARTICLE XV
                            REDEMPTION OF SECURITIES

     Section 15.1 Applicability of Article. The provisions of this Article shall
be applicable to the Securities of any series which are redeemable before their
Stated Maturity except as otherwise specified as contemplated by Section 3.1 for
Securities of such series.

     Section 15.2 Notice of Redemption; Selection of Securities. In case the
Company shall desire to exercise the right to redeem all or, as the case may be,
any part of the Securities of any series in accordance with their terms, it
shall fix a Redemption Date and shall provide notice of such redemption at least
45 days prior to such Redemption Date to the Trustee and at least 30 days but no
more than 60 days prior to such Redemption Date to the Holders of Securities of
such series so to be redeemed as a whole or in part in the manner provided in
Section 14.5, unless a different period is specified in the Securities to be
redeemed. If fewer than all the Securities of any series, or any Tranche
thereof, are to be redeemed, the Company shall give notice of redemption to the
Trustee not less than 60 days prior to the Redemption Date as to the


                                       77


aggregate principal amount of Securities to be redeemed. The notice provided in
the manner herein specified shall be conclusively presumed to have been duly
given, whether or not the Holder receives such notice. In any case, failure to
give such notice or any defect in the notice to the Holder of any Security of a
series designated for redemption as a whole or in part shall not affect the
validity of the proceedings for the redemption of any other Security of such
series. If the Securities of a series are held by a QCH Capital Trust, the
Company shall also deliver a copy of such notice to the Institutional Trustee of
such QCH Capital Trust.

     Each such notice of redemption shall specify the Redemption Date, the
Redemption Price, the CUSIP or other comparable number, the Place or Places of
Payment, that the Securities of such series are being redeemed at the option of
the Company pursuant to provisions contained in the terms of the Securities of
such series or in a supplemental indenture establishing such series, if such be
the case, together with a brief statement of the facts permitting such
redemption, that payment will be made upon presentation and surrender of the
applicable Securities at the Place or Places of Payment, that the Redemption
Price together with any interest accrued and Additional Amounts to the
Redemption Date will be paid as specified in said notice, and that on and after
said Redemption Date any interest thereon or on the portions thereof to be
redeemed will cease to accrue, and any information that is required to be
included therein by the Depositary.

     If fewer than all the Securities of any series are to be redeemed the
notice of redemption shall specify the numbers of the Securities of such series
to be redeemed. In case any Security of any series is to be redeemed in part
only, the notice of redemption shall state the portion of the principal amount
thereof to be redeemed and shall state that on and after the Redemption Date,
upon surrender of such Security, a new Security or Securities of such series in
principal amount equal to the unredeemed portion thereof will be issued, or, in
the case of Securities providing appropriate space for such notation, at the
option of the Holders the Trustee, in lieu of delivering a new Security or
Securities as aforesaid, may make a notation on such Security of the payment of
the redeemed portion thereof.

     On or before the Redemption Date with respect to the Securities of any
series stated in the notice of redemption given as provided in this Section
15.2, the Company will deposit with the Trustee or with one or more Paying
Agents an amount of money (except as otherwise specified as contemplated by
Section 3.1 for the Securities of such series or if the Company is acting as its
own Paying Agent, segregate and hold in trust as provided in Section 4.3)
sufficient to redeem on such Redemption Date all the Securities or portions
thereof so called for redemption at the applicable Redemption Price, together
with accrued interest on and Additional Amounts with respect thereto, to such
Redemption Date.

     If fewer than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected by the Trustee, from the
Outstanding Securities of such series or Tranche not previously called for
redemption, substantially pro rata, by lot, at random or by any other method the
Trustee considers fair and appropriate and that complies with the requirements
of the principal national securities exchange, if any, on which such Securities
are listed, and which may provide for the selection for redemption of portions
(equal to the minimum authorized denomination for Securities of that series or
Tranche or any integral multiple thereof) of the principal amount of Securities
of such series or Tranche of a denomination larger than the


                                       78


minimum authorized denomination for Securities of that series or Tranche;
provided that in case the Securities of such series or Tranche have different
terms and maturities, the Securities to be redeemed shall be selected by the
Company and the Company shall give notice thereof to the Trustee; provided,
however, that if, as indicated in an Officer's Certificate, the Company shall
have offered to purchase all or any principal amount of the Securities then
Outstanding of any series, or any Tranche thereof, and fewer than all of such
Securities as to which such offer was made shall have been tendered to the
Company for such purchase, the Trustee, if so directed by Company Order, shall
select for redemption all or any principal amount of such Securities which have
not been so tendered.

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

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

     Section 15.3 Payment of Securities Called for Redemption. If notice of
redemption has been given as above provided and the Company has deposited, on or
before the Redemption Date, with the Trustee (and/or having irrevocably directed
the Trustee to apply, from money held by it available to be used for the
redemption of Securities) an amount in cash sufficient to redeem all of the
Securities to be redeemed, the Securities or portions of Securities of the
series specified in such notice shall become due and payable on the Redemption
Date, and at the place or places stated in such notice at the applicable
Redemption Price, together with any interest accrued to such Redemption Date,
and on and after said Redemption Date any interest on the Securities or portion
of Securities of any series so called for redemption shall cease to accrue. On
presentation and surrender of such Securities at a Place of Payment in such
notice specified, such Securities or the specified portions thereof shall be
paid and redeemed by the Company at the applicable Redemption Price, together
with any interest accrued and Additional Amounts to the Redemption Date, except
that if such Redemption Date is an Interest Payment Date, interest shall be paid
as provided in Section 3.8.

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

     If a Security in global form is so surrendered, the Company shall execute,
and the Trustee shall authenticate and deliver to the Depositary for such
Security in global form as shall be specified in the Company Order with respect
thereto to the Trustee, without service charge, a new Security in global form in
a denomination equal to and in exchange for the unredeemed portion of the
principal of the Security in global form so surrendered.



                                       79


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

     Section 15.4 Right of Redemption of Securities Issued to a QCH Capital
Trust. In the case of the Securities of a series issued to a QCH Capital Trust,
except as otherwise specified as contemplated by Section 3.1, if a Special Event
in respect of such QCH Capital Trust shall occur and be continuing, the Company
may, at its option, redeem the Securities of such series within 90 days of the
occurrence of such Special Event, in whole but not in part, subject to the
provisions of this Section 15.4 and the other provisions of this Article XV.
Unless otherwise specified in or pursuant to this Indenture or the Securities of
such series, the redemption price for any Security so redeemed pursuant to this
Section 15.4 shall be equal to 100% of the principal amount of such Securities
then Outstanding plus accrued and unpaid interest, including any Additional
Interest, to the date fixed for redemption.


                                   ARTICLE XVI
                                  SINKING FUNDS

     Section 16.1 Applicability of Article. The provisions of this Article shall
be applicable to any sinking fund for the retirement of Securities of a series
except as otherwise specified as contemplated by Section 3.1 for Securities of
such series.

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment".

     Section 16.2 Satisfaction of Mandatory Sinking Fund Payment with
Securities. In lieu of making all or any part of any mandatory sinking fund
payment with respect to any Securities of a series in cash, the Company may at
its option, at any time but not 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 which have been redeemed through the application of
mandatory 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 such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the mandatory sinking fund and the amount of such mandatory sinking fund
payment shall be reduced accordingly.

     Section 16.3 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 a certificate signed by a Vice President,
the Treasurer or any Assistant Treasurer of the Company specifying the amount of
the next ensuing sinking fund payment for such series pursuant to the terms of
such series, the portion thereof, if any, which is to be satisfied by payment of
cash and the portion thereof, if any, which is to be satisfied by delivering and


                                       80


crediting Securities of such series pursuant to Section 16.2 and whether the
Company intends to exercise its rights to make a permitted optional sinking fund
payment with respect to such series. Such 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 next succeeding sinking
fund payment date. In the case of the failure of the Company to deliver such
certificate (or to deliver the Securities, if any, specified in such certificate
within the time period specified in Section 17.2), unless otherwise agreed by
the Trustee, the sinking fund payment due on the next 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 16.2 and without the right to make any
optional sinking fund payment, if any, with respect to such series.

     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 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
together with accrued interest, if any, to the applicable Redemption Date. Any
sinking fund moneys not so applied or allocated by the Trustee (or by the
Company if the Company is acting as its own Paying Agent) to the redemption of
Securities shall be added to the next sinking fund payment received by the
Trustee (or if the Company is acting as its own Paying Agent, segregated and
held in trust as provided in Section 4.3) for such series and, together with
such payment (or such amount so segregated) shall be applied in accordance with
the provisions of this Section 16.3. 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 4.3) 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 or cause to be selected the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section
15.2 and the Company shall cause notice of the redemption thereof to be given in
the manner provided in Section 15.2 except that the notice of redemption shall
also state that the Securities are being redeemed by operation of the sinking
fund and whether the sinking fund payment is mandatory or optional, or both, as
the case may be. Such notice having been duly given, the redemption of the
Securities shall be made upon the terms and in the manner stated in Section
15.3.

     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, will segregate
and hold in trust as provided in Section 4.3) in cash a sum equal to the
principal and any interest accrued to the Redemption Date for Securities or
portions thereof to be redeemed on such sinking fund payment date pursuant to
this Section.



                                       81


     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 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. 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 Event of Default or default shall have been
cured or waived as provided 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.



                                       82



     IN WITNESS WHEREOF, Quanta Capital Holdings Ltd. has caused this Indenture
to be duly executed as a deed as of the date above written.


QUANTA CAPITAL HOLDINGS LTD.


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

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


THE BANK OF NEW YORK, AS TRUSTEE


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




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