<PAGE>
                                                                     Exhibit 4.4

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

                                   EXHIBIT 4.4

                      PLATINUM UNDERWRITERS HOLDINGS, LTD.

                                       TO

                            JPMORGAN CHASE BANK, N.A.

                                     Trustee

                                    INDENTURE

                          Dated as of [ _______ ], 2005

                          SUBORDINATED DEBT SECURITIES

================================================================================
<PAGE>
                                Table of Contents

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
ARTICLE 1 DEFINITIONS....................................................     2

   Section 1.1     Certain Terms Defined.................................     2

ARTICLE 2 SECURITY FORMS.................................................    11

   Section 2.1     Forms Generally.......................................    11
   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.........................................    12

ARTICLE 3 THE SECURITIES.................................................    14

   Section 3.1     Amount Unlimited; Issuable in Series..................    14
   Section 3.2     Form and Denominations................................    17
   Section 3.3     Authentication, Dating and Delivery of Securities.....    17
   Section 3.4     Execution of Securities...............................    20
   Section 3.5     Certificate of Authentication.........................    20
   Section 3.6     Registration, Registration of Transfer and Exchange...    20
   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...............................    24
   Section 3.12    CUSIP Numbers.........................................    24

ARTICLE 4 COVENANTS OF THE COMPANY.......................................    25

   Section 4.1     Payment of Securities.................................    25
   Section 4.2     Offices or Agency.....................................    25
   Section 4.3     Money for Securities Payments to Be Held in Trust.....    26
   Section 4.4     Additional Amounts....................................    27
   Section 4.5     Redemption for Tax Purposes...........................    29
   Section 4.6     Corporate Existence...................................    30
   Section 4.7     Certificates to Trustee...............................    30
   Section 4.8     Calculation of Original Issue Discount................    30

ARTICLE 5 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...    31
   Section 5.3     Reports by the Company................................    31
</TABLE>


                                       -i-
<PAGE>
                                Table of Contents
                                   (continued)

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
   Section 5.4     Reports by the Trustee................................    32

ARTICLE 6 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF
             DEFAULT.....................................................    32

   Section 6.1     Event of Default Defined; Acceleration of Maturity;
                      Waiver of Default..................................    32
   Section 6.2     Collection of Indebtedness by Trustee; Trustee May
                      Prove Debt.........................................    35
   Section 6.3     Application of Proceeds...............................    37
   Section 6.4     Suits for Enforcement.................................    38
   Section 6.5     Restoration of Rights on Abandonment of Proceedings...    38
   Section 6.6     Limitations on Suits by Securityholders...............    38
   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..................................    39
   Section 6.9     Control by Holders of Securities......................    40
   Section 6.10    Waiver of Past Defaults...............................    40
   Section 6.11    Trustee to Give Notice of Default, But May Withhold in
                      Certain Circumstances..............................    40
   Section 6.12    Right of Court to Require Filing of Undertaking to Pay
                      Costs..............................................    41
   Section 6.13    Waiver of Usury, Stay or Extension Laws...............    41
   Section 6.14    Delay or Omission Not Waiver..........................    41

ARTICLE 7 CONCERNING THE TRUSTEE.........................................    42

   Section 7.1     Duties and Responsibilities of the Trustee; During
                      Default; Prior to Default..........................    42
   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......    44
   Section 7.4     Trustee and Agents May Hold Securities; Collections,
                      etc................................................    45
   Section 7.5     Moneys Held by Trustee................................    45
   Section 7.6     Compensation and Indemnification of Trustee and Its
                      Prior Claim........................................    45
   Section 7.7     Right of Trustee to Rely on Officers' Certificate,
                      etc................................................    46
   Section 7.8     Qualification of Trustee; Conflicting Interests.......    46
   Section 7.9     Persons Eligible for Appointment as Trustee...........    46
   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................................    48
   Section 7.13    Preferential Collection of Claims Against the
                      Company............................................    49
   Section 7.14    Authenticating Agent..................................    49
</TABLE>


                                      -ii-
<PAGE>
                                Table of Contents
                                   (continued)

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
ARTICLE 8 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.........................................    50
   Section 8.3     Holders to be Treated as Owners.......................    51
   Section 8.4     Securities Owned by Company Deemed Not Outstanding....    51
   Section 8.5     Right of Revocation of Action Taken...................    52

ARTICLE 9 HOLDERS' MEETINGS..............................................    52

   Section 9.1     Purposes of Meetings..................................    52
   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...........................................    54
   Section 9.6     Voting................................................    54
   Section 9.7     No Delay of Rights by Reason of Meeting...............    55

ARTICLE 10 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......................    59
   Section 10.6    Notation on Securities in Respect of Supplemental
                      Indentures.........................................    59
   Section 10.7    Subordination Unimpaired..............................    59

ARTICLE 11 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 12 SATISFACTION AND DISCHARGE OF INDENTURE, UNCLAIMED MONEYS....    61

   Section 12.1    Satisfaction and Discharge of Securities of Any
                      Series.............................................    61
   Section 12.2    Defeasance and Covenant Defeasance....................    62
   Section 12.3    Application of Trust Money............................    67
   Section 12.4    Repayment of Moneys Held by Paying Agent..............    67
   Section 12.5    Return of Unclaimed Moneys Held by Trustee and Paying
                      Agent..............................................    67

ARTICLE 13 MISCELLANEOUS PROVISIONS......................................    68

   Section 13.1    Incorporators, Stockholders, Officers and Directors of
                      Company Exempt from Individual Liability...........    68
</TABLE>


                                      -iii-
<PAGE>
                                Table of Contents
                                   (continued)

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
   Section 13.2    Provisions of Indenture for the Sole Benefit of
                      Parties and Securityholders........................    68
   Section 13.3    Successors and Assigns of Company Bound by
                      Indenture..........................................    68
   Section 13.4    Notices to Holders; Waiver............................    69
   Section 13.5    Addresses for Notices.................................    69
   Section 13.6    Officers' Certificates and Opinions of Counsel;
                      Statements to Be Contained Therein.................    69
   Section 13.7    Separability Clause...................................    70
   Section 13.8    Legal Holidays........................................    70
   Section 13.9    Conflict of Any Provision of Indenture with Trust
                      Indenture Act......................................    71
   Section 13.10   Governing Law.........................................    71
   Section 13.11   Judgment Currency.....................................    71
   Section 13.12   No Security Interest Created..........................    71
   Section 13.13   Submission to Jurisdiction............................    72
   Section 13.14   Counterparts..........................................    72
   Section 13.15   Effect of Headings....................................    72

ARTICLE 14 REDEMPTION OF SECURITIES......................................    73

   Section 14.1    Applicability of Article..............................    73
   Section 14.2    Notice of Redemption; Selection of Securities.........    73
   Section 14.3    Payment of Securities Called for Redemption...........    75

ARTICLE 15 SINKING FUNDS.................................................    76

   Section 15.1    Applicability of Article..............................    76
   Section 15.2    Satisfaction of Mandatory Sinking Fund Payment with
                      Securities.........................................    76
   Section 15.3    Redemption of Securities for Sinking Fund.............    76

ARTICLE 16 SUBORDINATION OF SECURITIES...................................    78

   Section 16.1    Agreement to Subordinate..............................    78
   Section 16.2    Default on Senior Indebtedness........................    78
   Section 16.3    Liquidation; Dissolution; Bankruptcy..................    79
   Section 16.4    Subrogation...........................................    80
   Section 16.5    Trustee to Effectuate Subordination...................    81
   Section 16.6    Notice by the Company.................................    81
   Section 16.7    Rights of the Trustee; Holders of Senior
                      Indebtedness.......................................    82
   Section 16.8    Subordination May Not Be Impaired.....................    82
</TABLE>


                                      -iv-
<PAGE>
                      PLATINUM UNDERWRITERS 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 [ ______ ],
2005.

<TABLE>
<CAPTION>
Section of the Trust Indenture Act of 1939              Section of Indenture
------------------------------------------          ----------------------------
<S>                                                 <C>
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(a) and (c)(i) and (iii)
311(b)...........................................   7.13(b)
312(a)...........................................   5.1 and 5.2(a)
312(b)...........................................   5.2(b)
312(c)...........................................   5.2(b)
313(a)...........................................   5.4(a)
313(b)(1)........................................   Inapplicable
313(b)(2)........................................   5.4(b)
313(c)...........................................   5.4(c)
313(d)...........................................   5.4(d)
314(a)...........................................   4.10 and 5.3
314(b)...........................................   Inapplicable
314(c)(1) and (2)................................   13.6
314(c)(3)........................................   Inapplicable
314(d)...........................................   Inapplicable
314(e)...........................................   13.6
315(a), (c) and (d)..............................   7.1
315(b)...........................................   6.11
315(e)...........................................   6.12
316(a)(1)........................................   6.9
316(a)(2)........................................   Inapplicable
316(a) (last sentence)...........................   8.4
316(b)...........................................   6.7
316(c)...........................................   8.1
317(a)...........................................   6.2
317(b)...........................................   4.2 and 4.3
318(a)...........................................   13.9
</TABLE>

----------
*    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.


                                       -1-
<PAGE>
          INDENTURE, dated as of [ _______ ], 2005, between PLATINUM
UNDERWRITERS HOLDINGS, LTD., a corporation duly organized and existing under the
laws of Bermuda (the "COMPANY"), having its principal office at The Belvedere
Building, 69 Pitts Bay Road, Pembroke, Bermuda, HM 08 and JPMorgan Chase Bank
N.A., a national banking association duly organized and existing under the laws
of the State of New York, as Trustee, having its principal corporate trust
office at 4 New York Plaza, 15th Floor, New York, New York 10004, Attention:
Institutional Trust Services.

                             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 evidence of its unsecured indebtedness (herein called
the "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 1
                                   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 or the definitions of
which in the Securities Act are referred to in the Trust Indenture Act or that
are defined by rule of the Commission 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.


                                       -2-
<PAGE>
          "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.

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

          "Authenticating Agent" means, 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
Company shall be deemed the equivalent of the required publication of such
notice in an Authorized Newspaper.

          "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 each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in that Place of Payment or location are generally authorized or
obligated by law, regulation or


                                       -3-
<PAGE>
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 on such date of original execution, then the body performing such
duties at such time.

          "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 Platinum Underwriters Holdings, Ltd., a corporation
duly organized and existing under the laws of Bermuda, and its successors and
assigns.

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

          "Consolidated Book Value" in respect of any Person means the total of
the amounts shown on the balance sheet of such Person and its consolidated
Subsidiaries, determined on a consolidated basis in accordance with GAAP, as of
the end of the most recent fiscal quarter of such Person ending at least 45 days
prior to the taking of any action for the purpose of which the determination is
being made, as (i) the par or stated value of all outstanding Capital Stock of
such Person plus (ii) paid-in capital, share premium or capital surplus relating
to such Capital Stock plus (iii) any retained earnings or earned surplus plus
(iv) any accumulated other comprehensive income, less any accumulated deficit.

          "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


                                       -4-
<PAGE>
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
4 New York Plaza, 15th Floor, New York, New York, 10004, Attention: WSS/Trust
Company-Global Debt, 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.

          "Depository" 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, "Depository" as used with respect to the Securities of any such series
or Tranche thereof means the Depository with respect to the Securities of that
series or Tranche.

          "Designated Subsidiary" means any present or future consolidated
Subsidiary of the Company, the Consolidated Book Value of which constitutes at
least 20% of the Consolidated Book Value of the Company.

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

          "Exchange Act" means the United States Securities Exchange Act of 1934
and the rules and regulations promulgated thereunder, in each case as amended
from time to time.

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

          "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


                                       -5-
<PAGE>
Financial Standards Accounting Board, 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 Depository or pursuant to the Depository's
instruction, all in accordance with this Indenture and pursuant to a Company
Order, which shall be registered in the name of the Depository or its nominee
and the ownership of which will be registered in a "book-entry" or other system
maintained by the Depository.

          "Government Obligations" means debt 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.

          "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
Depository, notwithstanding that the Depository 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 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


                                       -6-
<PAGE>
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.

          The term "interest" means, with respect to any Original Issue Discount
Security which by its terms bears interest only after Maturity, means 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.

          "Judgment Currency" has the meaning specified in Section 13.11.

          "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 13.11.

          "Officer" means the Chairman of the Board, the Vice Chairman of the
Board, the President, any Vice President, the Treasurer, any Assistant
Treasurer, the Controller, the Secretary, any Assistant Controller, any
Assistant Secretary, the principal executive officer, the principal financial
officer, the principal accounting officer or the chief operating officer of the
Company.


                                       -7-
<PAGE>
          "Officers' 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.

          "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 12; 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 Common Stock of the Company or other securities, 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


                                       -8-
<PAGE>
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 Securities, the
rate designated as such in or pursuant to the resolution of the Board of
Directors of the Company 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 any individual, corporation, limited liability company,
partnership, limited liability partnership, joint venture, association, joint
stock company, trust, unincorporated organization or government or any agency or
political subdivision thereof.

          "Place of Payment" means, with respect to any 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 Indebtedness 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.

          "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".


                                       -9-
<PAGE>
          "Regular Record Date" for the interest payable on any Interest Payment
Date on a 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 13.11.

          "Responsible Officer" means, with respect to the Trustee, any officer
assigned to the Corporate Trust Office, with direct responsibility for the
administration of this Indenture, and also, with respect to a particular matter,
any other officer, to whom such matter is referred because of such Officer's
knowledge of and familiarity with the particular subject.

          "Securities Act" means the United States Securities Act of 1933, as
amended.

          "Securities Register" and "Securities Registrar": See Section 3.6.

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

          "Senior Indebtedness" means (1) all Indebtedness of the Company,
whether currently outstanding or hereafter issued, unless, by the terms of the
instrument creating or evidencing such Indebtedness, it is provided that such
Indebtedness is not superior in right of payment to the Securities, and (2) any
modifications, refunding, deferrals, renewals or extensions of any such
Indebtedness or securities, notes or other evidence of Indebtedness issued in
exchange for such Indebtedness; provided that in no event shall "Senior
Indebtedness" include (a) Indebtedness on the Securities issued pursuant to this
Indenture; (b) Indebtedness as to which, by the terms of the instrument creating
or evidencing the same, it is provided that such Indebtedness is subordinated to
or ranks equally with the Securities issued pursuant to this Indenture; (c)
Indebtedness of the Company owed or owing to any 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
bankruptcy, insolvency or other similar proceeding unless such interest is an
allowed claim enforceable against the Company in a proceeding under federal or
state bankruptcy laws; (e) Indebtedness to trade creditors; or (f) and
Indebtedness, including all other debt securities and any guarantees, initially
issued to any trust, partnership or other entity affiliated with the Company,
which is a financing vehicle of the Company, or any Subsidiary of the Company,
or any officer, director or employee of the Company in connection with an
issuance by such entity of preferred securities.

          "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,


                                      -10-
<PAGE>
due and payable (without regard to any provisions for redemption, prepayment,
acceleration, purchase or extension).

          "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.

          "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.

          "Trustee" means the Person identified as "Trustee" in the first
paragraph hereof and, subject to the provisions of ARTICLE 7, shall also include
any successor trustee.

          "United States," means, except as otherwise provided in or pursuant to
this Indenture or any Board Resolution, Company Order or Company Request, 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.

          "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".

                                   ARTICLE 2
                                 SECURITY FORMS

     Section 2.1 Forms Generally. The Securities of each series shall be in
substantially such form 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.

     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


                                      -11-
<PAGE>
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
Depository.

     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:

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

                                        JPMorgan Chase Bank, N.A., as Trustee


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

     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:

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

                                        JPMorgan Chase Bank, N.A., 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 Depository or its nominee, (iii) shall be delivered by the Trustee to the
Depository or pursuant to the


                                      -12-
<PAGE>
Depository's instruction and (iv) if required by the Depository, shall bear a
legend reflecting the Depository's interest in such Global Security.

     (a) 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 Depository for such series or
Tranche, or to a successor Depository for such series selected or approved by
the Company or to a nominee of such successor Depository.

     (b) If at any time the Depository for Securities of a series or Tranche
thereof notifies the Company that it is unwilling or unable to continue as
Depository for Securities of such series or Tranche or if at any time the
Depository shall no longer be registered or in good standing under the Exchange
Act, or other applicable statute or regulation, and a successor Depository 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 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 Depository 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 Depository. 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 Depository 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 Depository a new Global Security in a denomination equal
     to the difference, if any, between the principal amount of the surrendered
     Global


                                      -13-
<PAGE>
     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 Depository 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 3
                                 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 may be issued from time to time in one or more series
and each such series shall rank equally and pari passu with the Securities of
each other series, but all Securities issued hereunder and the payment of
principal of and interest on any Securities shall be subordinate and junior in
right of payment, to the extent and in the manner set forth in Article 16 to all
Senior Indebtedness. 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 Company's Board of Directors, and set forth in an Officers'
Certificate of the Company, 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;

     (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 series pursuant to Section
2.4, Section 3.6, Section 3.7, Section 3.10 or Section 14.3);

     (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;


                                      -14-
<PAGE>
     (f) the rate or rates, or the method of determination thereof, at which the
Securities of the series shall bear interest, if any, 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 formulary 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 and 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 (in addition to those set forth in Section 4.4) 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 any 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 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 shares of
Common Stock of the Company and/or exchangeable for other securities, whether or
not issued by the Company, 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;


                                      -15-
<PAGE>
     (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) 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 4 and ARTICLE 11;

     (o) in case the Securities of the series do not bear interest, the
applicable dates for the purpose of Section 5.1(a);

     (p) 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 12 in respect of the Securities of such series;

     (q) any trustees, paying agents, transfer agents or registrars with respect
to the Securities of the series;

     (r) 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
Depository for such Global Security or Global Securities;

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

     (t) 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;

     (u) any exceptions to Section 13.8 or in the definition of "Business Day"
with respect to the Securities of the series;

     (v) 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;

     (w) 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


                                      -16-
<PAGE>
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

     (x) 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 Board of Directors of the Company 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 3.3.

          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
of the Company 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.


                                      -17-
<PAGE>
          In authenticating such Securities and accepting the responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, 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 Officers' Certificate of the Company or an executed supplemental
indenture setting forth the terms of such Securities as provided in Section 3.1;

     (c) an Officers' Certificate of the Company 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 (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 of the Company, 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 against the Company 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 and requirements 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 entitled to receive the Officers'
Certificate of the Company otherwise required pursuant to Section 3.3(c) and the
Opinion of Counsel required by this Section


                                      -18-
<PAGE>
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

          (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 against the Company
     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
Officers' Certificate of the Company 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 Officers' Certificate of the Company
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 reasonably acceptable to the Trustee and the Company,
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


                                      -19-
<PAGE>
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, vice chairman,
president, any vice president, chief executive officer or chief financial
officer and (b) its chief financial officer, chief operating officer, treasurer,
any assistant treasurer, its secretary or any assistant secretary, under its
corporate seal which may, but need not, be attested. Such signatures may be the
manual or facsimile signatures of such officers. The seal of the Company may be
in the form of a facsimile thereof and may be impressed, affixed, imprinted or
otherwise reproduced thereon. Typographical and other minor errors or defects in
any such reproduction of the seal or 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
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


                                      -20-
<PAGE>
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 Security Registrar for any series of Securities; provided that no such
removal or replacement shall be effective until a successor Security 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 Security Registrar with
respect to a series of Securities, it shall have the right to examine the
Security Register for such series at all reasonable times. There shall be only
one Security 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 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 or the Trustee 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 14.3 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.


                                      -21-
<PAGE>
     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 protected
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, 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.


                                      -22-
<PAGE>
     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 Depository 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 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.


                                      -23-
<PAGE>
     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. The
Trustee shall, unless instructed to deliver the Securities to the Company in a
Company Order, destroy such cancelled Securities and, upon the Company's written
request, deliver certification of their destruction to the Company. 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 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


                                      -24-
<PAGE>
14.2. The Company shall promptly notify the Trustee in writing of any change in
"CUSIP" numbers.

                                   ARTICLE 4
                            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(n)) 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 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 the Indenture.

     Section 4.2 Offices or Agency. So long as any of the Securities remain
Outstanding, 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 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 in writing 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


                                      -25-
<PAGE>
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 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 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 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 or Additional 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 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 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.


                                      -26-
<PAGE>
          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. All payments of principal of and premium,
if any, interest and any other amounts on, or in respect of, the Securities of
any series shall be made without withholding or deduction at source for, or on
account of, any present or future taxes, fees, duties, assessments or
governmental charges of whatever nature imposed or levied by or on behalf of
Bermuda or any other jurisdiction in which the Company is organized (each, a
"TAXING JURISDICTION") or any political subdivision or taxing authority thereof
or therein, unless such taxes, fees, duties, assessments or governmental charges
are required to be withheld or deducted by (i) the laws (or any regulations or
ruling promulgated thereunder) of a taxing jurisdiction or any political
subdivision or taxing authority thereof or therein or (ii) an official position
regarding the application, administration, interpretation or enforcement of any
such laws, regulations or rulings (including, without limitation, a holding by a
court of competent jurisdiction or by a taxing authority in a taxing
jurisdiction or any political subdivision thereof).

          If a withholding or deduction at source is required, the Company
shall, subject to certain limitations and exceptions set forth below, pay to the
Holder of any such Security such Additional Amounts as may be necessary so that
every net payment of principal, premium, if any, interest or any other amount
made to such Holder, after such withholding or deduction, shall not be less than
the amount provided for in such Security and this Indenture to be then due and
payable; provided, however, that the Company shall not be required to make
payment of such Additional Amounts for or on account of:

     (a) any tax, fee, duty, assessment or governmental charge of whatever
nature which would not have been imposed but for the fact that such Holder: (A)
was a resident, domiciliary or national of, or engaged in business or maintained
a permanent establishment or was physically present in, the relevant taxing
jurisdiction or any political subdivision thereof or otherwise had some
connection with the relevant taxing jurisdiction other than by reason of the
mere ownership of, or receipt of payment under, such Security; (B) presented
such Security, where presentation is required, for payment in the relevant
taxing jurisdiction or any political subdivision thereof, unless such Security
could not have been presented for payment elsewhere; or (C) presented such
Security, where presentation is required, more than thirty (30) days after the
date on which the payment in respect of such Security first became due and
payable or provided for, whichever is later, except to the extent that the
Holder would have been entitled to such


                                      -27-
<PAGE>
Additional Amounts if it had presented such Security for payment on any day
within such period of thirty (30) days;

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

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

     (d) any withholding or deduction required to be made pursuant to any EU
Directive on the taxation of savings implementing the conclusions of the ECOFIN
Council meetings of 26-27 November 2000, 3 June 2003 or any law implementing or
complying with, or introduced in order to confirm to, such EU Directive; or

     (e) any combination of items (a), (b), (c) and (d).

          In addition, the Company shall not be required to pay Additional
Amounts if a payment on a Security is reduced as a result of any tax, assessment
or other governmental charge that is imposed and withheld at source solely by
reason of the Holder (1) being or having been a foreign private foundation or
other foreign tax-exempt organization, (2) owning or having owned, actually or
constructively, 10% or more of the total combined voting power of all classes of
shares of the Company entitled to vote, (3) being or having been a "controlled
foreign corporation" with respect to which the Company is a "related person"
within the meaning of the Internal Revenue Code of 1986, as amended (the
"CODE"), (4) being or having been a bank receiving the interest pursuant to a
loan agreement in the ordinary course of its trade or business or (e) any
combination of items (a), (b), (c) and (d) above and (1), (2), (3), and (4) as
contained herein.

          Further, the Company shall not pay Additional Amounts with respect to
any payment of principal of, or premium, if any, interest or any other amounts
on, any such Security to any Holder who is a fiduciary, partnership, limited
liability company, other fiscally transparent entity or other than the sole
beneficial owner of such note to the extent that such a partner, member with
respect to such a limited liability company or other fiscally transparent
entity, or beneficiary or settler with respect to such fiduciary would not have
been entitled to such additional amounts had it been the Holder of the Security.
Moreover, the Company shall not provide any indemnification to the extent that
any fiduciary, partnership, limited liability company, other fiscally
transparent entity or other than the sole beneficial owner of such note fails to
withhold any amounts so required by any relevant taxing jurisdiction.


                                      -28-
<PAGE>
          Whenever in this Indenture there is mentioned, in any context, the
payment of the principal of or any premium, interest or any other amounts on, or
in respect of, any Security of any series 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.

          Except as otherwise provided in or pursuant to this Indenture or the
related Board Resolution of the applicable series, at least 10 days prior to the
first Interest Payment Date with respect to a series of Securities (or if the
Securities of such series shall not bear interest prior to Maturity, the first
day on which a payment of principal is made), and at least 10 days prior to each
date of payment of principal or interest if there has been any change with
respect to the matters set forth in the below-mentioned Officers' Certificate,
the Company shall furnish to the Trustee and the principal Paying Agent or
Paying Agents, if other than the Trustee, an Officers' Certificate of the
Company instructing the Trustee and such Paying Agent or Paying Agents whether
such payment of principal of and premium, if any, interest or any other amounts
on the Securities of such series shall be made to Holders of Securities of such
series without withholding at source for or on account of any tax, fee, duty,
assessment or other governmental charge described in this Section 4.4. If any
such withholding at source shall be required, then such Officers' Certificate
shall specify by taxing jurisdiction the amount, if any, required to be withheld
on such payments to such Holders of Securities and the Company agrees to pay to
the Trustee or such Paying Agent the Additional Amounts required by this Section
4.4. The Company covenants to indemnify the Trustee and any Paying Agent for,
and to hold them harmless against, any loss, liability or expense reasonably
incurred without negligence or bad faith on their part arising out of or in
connection with actions taken or omitted by any of them in reliance on any
officers' Certificate furnished pursuant to this Section 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, treaties, regulations
or rulings (including a holding, judgment or order by a court of competent
jurisdiction) which change on position becomes effective after the issuance of
the Securities, 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


                                      -29-
<PAGE>
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 14 hereof.

     Section 4.6 Corporate Existence. Subject to ARTICLE 11, 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 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 Certificates to Trustee. The Company will, within 120 days
after the end of each fiscal year, file with the Trustee an Officers'
Certificate of the Company complying with the provisions of the second paragraph
of Section 13.6, covering the period from the date of original execution of this
Indenture to [ ________ ] in the case of the first such certificate, and
covering the preceding calendar year in the case of each subsequent certificate,
and stating whether or not, to the knowledge of each of the signers, one of whom
shall be the principal executive officer, the principal financial officer or the
principal accounting officer, the Company has complied with the conditions and
covenants on its part contained in this Indenture, and, if the signers, to the
best of their knowledge, know of any event which is, or after notice or lapse of
time or both would become, a default by the Company in the performance,
observance or fulfillment of any such condition or covenant, specifying each
such default and the nature thereof. For the purpose of this Section, compliance
shall be determined without regard to any grace period or requirement of notice
provided pursuant to the terms of this Indenture.

          The Company shall deliver to the Trustee, within five days after 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 pursuant
to clause (c) of Section 6.1.

     Section 4.8 Calculation of Original Issue Discount. The Company shall file
with 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)


                                      -30-
<PAGE>
such other specific information relating to such original issue discount as may
then be relevant under the Code, as amended from time to time.

                                    ARTICLE 5
                     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. The Company covenants and agrees that it 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 each series semiannually and not later than June 30 and December
31 in each year, and at such other times as the Trustee may request in writing,
as of a date no more than 15 days prior to the date such information is so
furnished; provided that, if and so long as the Trustee shall be the Securities
Registrar for such series, such list shall not be required to be furnished.

     Section 5.2 Preservation and Disclosure of Securityholder Lists. (a) The
Trustee shall preserve, in as current a form as reasonably practicable, the
names and addresses of Securityholders contained in the most recent list
furnished to the Trustee as provided in Section 5.1 and the names and addresses
of Securityholders received by the Trustee in its capacity as Securities
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 5.1 upon receipt of a new list so furnished.

     (a) The rights of Securityholders to communicate with other Securityholders
with respect to their rights under this Indenture or under the Securities, and
the corresponding rights and duties of the Trustee, shall be provided by the
Trust Indenture Act.

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

     Section 5.3 Reports by the Company. The Company covenants:

     (a) to file with the Trustee, within 15 days after the Company is required
to file the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may from time to time by rules and regulations
prescribe) which the Company may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company
is not required to file information, documents or reports pursuant to either of
such Sections, then to file with the Trustee and the Commission, in accordance
with rules and regulations prescribed from time to time by the Commission, such
of the supplementary and periodic information, documents and reports which may
be required pursuant to Section 13 of the Exchange Act in respect of a security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations;


                                      -31-
<PAGE>
     (b) to file with the Trustee and the Commission, in accordance with rules
and regulations prescribed from time to time by the Commission, such additional
information, documents and reports with respect to compliance by the Company
with the conditions and covenants provided for in this Indenture as may be
required from time to time by such rules and regulations; and

     (c) to transmit by mail to the Holders of Securities in the manner and to
the extent provided in Section 5.4 within 30 days after the filing thereof with
the Trustee, such summaries of any information, documents and reports required
to be filed by the Company pursuant to subsections (a) and (b) of this Section
as may be required to be transmitted to such Holders by rules and regulations
prescribed from time to time by the Commission.

          The delivery of such reports, information and documents to the Trustee
pursuant to this Section 5.3 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 Officers'
Certificates of the Company) other than with respect to Section 7.2.

     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).

     (a) 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 stock 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.

                                    ARTICLE 6
                   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 of


                                      -32-
<PAGE>
the Company 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 on any of the Securities of such
series, or any Additional Amounts payable with respect thereto, 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 Additional Amounts 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

     (b) default in the payment of the principal of or premium, if any, on any
of the Securities of such series as, or any Additional Amounts payable with
respect thereto, and when the same shall become due and payable at Maturity, and
the time for payment of such principal (or premium, if any), 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; 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 60 days after written
notice has been given, by registered or certified mail, to the Company by the
Trustee, or to the Company and the Trustee by the Holders of at least 25% in
principal amount of the Outstanding Securities of all series affected thereby,
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 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 written notice 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 25% in principal amount of
the Outstanding Securities of such series, 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; or


                                      -33-
<PAGE>
     (e) the Company shall fail within 60 days to pay, bond or otherwise
discharge any uninsured judgment or court order for the payment of money in
excess of $50,000,000, which is not stayed on appeal or is not otherwise being
appropriately contested in good faith; 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 60 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) default in the performance or breach of the conditions of Section 11.1
and Section 11.2, and the continuation of such violation for 60 days after
written notice has been given, by registered or certified mail, to the Company
by the Trustee or to the Company and the Trustee by the Holders of at least 25%
in principal amount of the Outstanding Securities of such series, specifying
such failure to comply and requiring it to be remedied and stating that such
notice is a "Notice of Default"; or

     (i) any other Event of Default established by or pursuant to a resolution
of the Board of Directors of the Company 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 Holders of not less than 25%
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. 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, 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.


                                      -34-
<PAGE>
          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, 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, if
any, on) any and all Securities of such series (or of all the Securities, as the
case may be) which shall have become due otherwise than by acceleration (with
interest upon such principal and premium, if any, and, to the extent that
payment of such interest is enforceable under applicable law, on overdue
installments of interest 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, and
if any and 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, by 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.

     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 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


                                      -35-
<PAGE>
upon any redemption or by acceleration or otherwise, 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, 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, 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 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.


                                      -36-
<PAGE>
          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.

     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 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 or Additional Amounts, upon presentation (except in respect of
Subdivision First below) 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: To the payment of all Senior Indebtedness of the Company if
and to the extent required by Article 16 hereof;

          THIRD: 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 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;

          FOURTH: 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


                                      -37-
<PAGE>
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

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

     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 most effectual 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 25% in aggregate principal amount of the Securities of
such series then Outstanding shall have made written request upon the Trustee to
institute


                                      -38-
<PAGE>
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 any, and 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.

     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 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
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 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.


                                      -39-
<PAGE>
     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 shall have the right
to direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee with respect to the Securities of such series 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 its board of directors, the executive committee
or 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, 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.

     Section 6.10 Waiver of Past Defaults. Subject to Section 6.1, 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 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 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
     10 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 60 days after the occurrence thereof, unless such defaults shall have
been cured before the giving of such notice (the


                                      -40-
<PAGE>
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 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 the board of directors, the executive committee or 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,
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 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 may be exercised from


                                      -41-
<PAGE>
time to time, and as often as may be deemed expedient, by the Trustee or by such
Holder, as the case may be.

                                    ARTICLE 7
                             CONCERNING THE TRUSTEE

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


                                      -42-
<PAGE>
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred upon the Trustee, under this Indenture.

          None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if 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:

     (a) the Trustee may conclusively rely and shall be protected in acting or
refraining from acting upon any resolution, Officers' 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) (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 Officers' 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 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;

     (e) the Trustee shall not be liable for any action taken or omitted by it
in good faith and believed by it to be authorized or within the discretion,
rights or powers conferred upon it by this Indenture;

     (f) 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


                                      -43-
<PAGE>
assured to the Trustee by the security afforded to it by the terms of this
Indenture, the Trustee may require reasonable indemnity 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;

     (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys 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;

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

     (i) the Trustee shall not be deemed to have notice of any Default or Event
of Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or 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

     (j) 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.

     (k) the permissive rights of the Trustee enumerated herein shall not be
construed as duties.

     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.


                                      -44-
<PAGE>
     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 were not the Trustee, Paying Agent, Securities Registrar,
Authenticating Agent or such agent.

     Section 7.5 Moneys Held by Trustee. Subject to the provisions of Section
12.3, all moneys received by the Trustee shall, until used or applied as herein
provided, be held in trust for the purposes for which they were 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 or bad faith. The Company also covenants
to indemnify the Trustee and each predecessor trustee for, and hold it harmless
against, any 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 or bad faith 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 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 or bad faith. 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 senior claim 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 and the
Securities are hereby subordinated to such senior claim. If the Trustee incurs
expenses or renders services after the occurrence of an event of default
specified in clause (f) or (g) of Section


                                      -45-
<PAGE>
6.1 of this Indenture, the expenses and compensation for the services will be
intended to constitute expenses of administration under the Federal Bankruptcy
Code or any applicable federal or state law for relief of debtors.

     Section 7.7 Right of Trustee to Rely on Officers' 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 or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate delivered to the Trustee, and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, 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. There shall at all
times be a Trustee hereunder for each series of Securities, which shall be at
all times either:

     (a) a corporation organized and doing business under the laws of the United
States of America or of any State or territory or the District of Columbia,
authorized under such laws to exercise corporate trust powers and subject to
supervision or examination by Federal, State, territory or District of Columbia
authority; or

     (b) a corporation or other Person organized and doing business under the
laws of a foreign government that is permitted to act as Trustee pursuant to a
rule, regulation or order of the Commission, authorized under such laws to
exercise corporate trust powers, and subject to supervision or examination by
authority of such foreign government or a political subdivision thereof
substantially equivalent to supervision or examination applicable to United
States institutional trustees, in either case having a combined capital and
surplus of at least $50,000,000. If such corporation publishes reports of
condition at least annually, pursuant to law or to requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section 7.9,
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee for the Securities of any series shall
cease to be eligible in accordance with the provisions of this Section 7.9, it
shall resign immediately in the


                                      -46-
<PAGE>
manner and with the effect hereinafter specified in this Article. Neither the
Company nor any Person directly or indirectly controlling, controlled by, or
under common control with the Company shall serve as Trustee for the Securities
of any series issued hereunder.

     Section 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 of the Company, 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 30 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 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.

     (a) 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.


                                      -47-
<PAGE>
     (b) 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.

     (c) 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 4.4, 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
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 in which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to substantially all of the corporate trust business of
the Trustee, shall be the successor of


                                      -48-
<PAGE>
the trustee hereunder, provided that such corporation 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 Trust Indenture Act Section 311(a), excluding any
creditor relationship listed in Trust Indenture Act Section 311(b). A Trustee
who has resigned or has been removed shall be subject to Trust Indenture Act
Section 311(a) to the extent indicated.

     Section 7.14 Authenticating Agent.

          So long as any Securities remain Outstanding, if the Corporate Trust
Office of the Trustee is not located in the Borough of Manhattan, The City of
New York, or otherwise upon a Company Request, there shall be an authenticating
agent (the "AUTHENTICATING AGENT") appointed, for such period as the Company
shall elect, by the Trustee to act as its 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 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


                                      -49-
<PAGE>
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 13.4. 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 8
                      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 9, 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
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 7.1, Section 7.2 and Section 9.5, the execution of any
instrument by a


                                      -50-
<PAGE>
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 Depository
(or its nominee), as a Holder, with respect to such Global Security or impair,
as between such Depository and owners of beneficial interests in such Global
Security, the operation of customary practices governing the exercise of the
right of such Depository (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


                                      -51-
<PAGE>
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 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 Officers' 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 Officers' Certificate as conclusive evidence of the facts therein set forth
and of the fact that all Securities not listed therein are Outstanding for the
purpose of any such determination.

     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 9
                                HOLDERS' MEETINGS

     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:


                                      -52-
<PAGE>
     (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 6;

     (b) to remove the Trustee and nominate a successor Trustee pursuant to the
provisions of ARTICLE 7;

     (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 13.4. 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-
<PAGE>
     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, the one 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


                                      -54-
<PAGE>
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
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 10
                             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 the 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


                                      -55-
<PAGE>
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 supplemental indenture as the Board of
Directors of the Company 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 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;

     (g) 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;

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

     (i) 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 12, 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 in any material respect;

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

     (k) 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;

     (l) 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;


                                      -56-
<PAGE>
     (m) 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;

     (n) 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;
and

     (o) 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.

          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 8) 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), 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 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 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


                                      -57-
<PAGE>
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
on, or any Additional Amounts with respect to any security is payable, or 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 this
Section or Section 6.10 except to increase any such percentage or to provide
that certain other provisions of this Indenture cannot be modified without the
consent of the Holder of each Outstanding Security thereby.

          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 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


                                      -58-
<PAGE>
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.

     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, in addition
to the documents required by Section 13.6, an Officers' 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 Subordination Unimpaired. This Indenture may not be amended to
alter the subordination of any of the Outstanding Securities without the written
consent of each holder of Senior Indebtedness then outstanding that would be
adversely affected thereby.

                                   ARTICLE 11
                   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, 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


                                      -59-
<PAGE>
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 on and any Additional Amounts with respect to all the Securities and
the performance of every obligation in this Indenture and the Outstanding
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; and

     (b) immediately after giving effect to such transaction and treating any
indebtedness which becomes an obligation of the Company or a Designated
Subsidiary as a result of such transaction as having been incurred by the
Company or a Designated Subsidiary at the time of 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.

     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 Officers' 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.


                                      -60-
<PAGE>
                                   ARTICLE 12
                    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 (ii) 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 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 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;


                                      -61-
<PAGE>
               (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 Officers' Certificate and
an 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


                                      -62-
<PAGE>
clause (b) 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 (c) 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.

     (a) 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 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 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, 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 Common Stock of the Company or exchange such
Securities for other securities; (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)(1)
below), and with respect to any rights to convert such Securities into Common
Stock of the Company or exchange such Securities for other securities; (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.

     (b) 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


                                      -63-
<PAGE>
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.

     (c) 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 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, 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


                                      -64-
<PAGE>
     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 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").


                                      -65-
<PAGE>
          (vii) With respect to defeasance only, the Company shall have
     delivered to the Trustee an Officers' 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 Officers'
     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.

     (d) 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, 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.

          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


                                      -66-
<PAGE>
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, 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 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 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


                                      -67-
<PAGE>
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 13
                            MISCELLANEOUS PROVISIONS

     Section 13.1 Incorporators, Stockholders, 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 stockholder, 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 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 13.2 Provisions of Indenture for the Sole Benefit of Parties and
Securityholders. 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 and the holders of Senior Indebtedness and
the Holders of the Securities, 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 Senior Indebtedness and the Holders of
the Securities.

     Section 13.3 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.


                                      -68-
<PAGE>
     Section 13.4 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
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 13.5 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: Platinum Underwriters Holdings, Ltd.,
The Belvedere Building, 69 Pitts Bay Road, Pembroke, Bermuda, HM 08 and
Attention: Secretary. 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 13.6 Officers' 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 Officers' 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.


                                      -69-
<PAGE>
          Each certificate or opinion provided for in this Indenture (other than
annual certificates provided pursuant to Section 4.7) 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 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 13.7 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 13.8 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 of the Company or Officers' Certificate of the Company that
establishes the terms of the Securities of such series or


                                      -70-
<PAGE>
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 with the same force and effect
as if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity, and, if such payment is made or duly provided for on such Business
Day, 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.

     Section 13.9 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 13.10 Governing Law. 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.

     Section 13.11 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 13.12 No Security Interest Created. Nothing in this Indenture or in
any Securities, express or implied, shall be construed to constitute a security
interest under


                                      -71-
<PAGE>
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 13.13 Submission to Jurisdiction. The Company agrees that any
judicial proceedings instituted in relation to any matter arising under this
Indenture or the Securities appertaining thereto 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 personal 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 Platinum Underwriters Holdings, Ltd., The Belvedere Building, 69
Pitts Bay Road, Pembroke, Bermuda, HM 08 and Attention: Secretary) brought
against it with respect to any such proceeding in any such court in The City of
New York, such service being hereby acknowledged by the Company to be effective
and binding service on it in every respect whether or not the Company shall then
be doing or shall have at any time done business in New York. Such appointment
shall be irrevocable so long as any of the Securities or the obligations of the
Company hereunder remain outstanding until the appointment of a successor by the
Company and such successor's acceptance of such appointment. Upon such
acceptance, the Company shall notify the Trustee 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 13.14 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 13.15 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.


                                      -72-
<PAGE>
                                   ARTICLE 14
                            REDEMPTION OF SECURITIES

     Section 14.1 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 14.2 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 13.4, unless a different period is specified in the 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.

          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 Depository.

          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.


                                      -73-
<PAGE>
          On or before 10:00 a.m., New York City time, on the Redemption Date
with respect to the Securities of any series stated in the notice of redemption
given as provided in this Section 14.2, 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, 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 aggregate
principal amount of Securities to be redeemed.

          If a Holders' Redemption Agreement, as hereinafter defined, is not on
file with the Trustee and in effect, 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
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 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 Officers' Certificate of
the Company, 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.

          If at the time the Company shall have given notice of redemption to
the Trustee in accordance with Section 14.2, there shall be on file with the
Trustee and in effect a Holders' Redemption Agreement, as hereinafter defined,
then the Trustee shall


                                      -74-
<PAGE>
select, in accordance with the provisions of said Holders' Redemption Agreement,
the Securities or parts thereof to be redeemed.

          For the purposes of this Indenture, the term "Holders' Redemption
Agreement" shall mean an agreement, reasonably satisfactory to the Trustee,
executed as provided in this Section, which provides for the method to be
followed by the Trustee in selecting Securities or parts of Securities for
redemption out of any funds held by the Trustee to be applied to such
redemption. A Holders' Redemption Agreement may be made with respect to a single
series of Securities, or Tranche thereof, in which case it shall be executed by
or on behalf of the Holders of all Outstanding Securities of such series or
Tranche, or it may be made with respect to all Outstanding Securities in which
case it shall be executed by or on behalf of the Holders of all Securities
Outstanding hereunder.

          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 14.3 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 U.S. Depository
or other Depository 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.


                                      -75-
<PAGE>
          If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium, until paid,
shall bear interest from the Redemption Date at the rate prescribed therefor in
the Security.

                                   ARTICLE 15
                                  SINKING FUNDS

     Section 15.1 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 15.2 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 15.3 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 an Officers' Certificate 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 crediting Securities of such series pursuant to Section 15.2 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 15.2), 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


                                      -76-
<PAGE>
Securities of such series subject to a mandatory sinking fund payment without
the right to deliver or credit Securities as provided in Section 15.2 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 15.3. 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
14.2 and the Company shall cause notice of the redemption thereof to be given in
the manner provided in Section 14.2 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
14.3.

          On or before 10:00 a.m., New York City time, on 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.

          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


                                      -77-
<PAGE>
(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.

                                   ARTICLE 16
                           SUBORDINATION OF SECURITIES

     Section 16.1 Agreement to Subordinate. The Company covenants and agrees,
and each holder of Securities issued hereunder and under any supplemental
indenture or by any resolutions by the Board of Directors of the Company
("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 16; 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, premium, if any, and
interest on all Securities issued hereunder and under any Additional Provisions
shall, to the extent and in the manner hereinafter set forth, be subordinated
and junior in right of payment to the prior payment in full of all Senior
Indebtedness of the Company and rank pari passu and equivalent to creditor
obligations of those holding general unsecured claims not entitled to statutory
priority under the United States Bankruptcy Code or otherwise, in each case
whether outstanding at the date of this Indenture or thereafter incurred.

     No provision of this Article 16 shall prevent the occurrence of any default
or Event of Default hereunder.

     Section 16.2 Default on Senior Indebtedness. No payment may be made of the
principal of, premium, if any, or interest on the Securities, or in respect of
any redemption, retirement, purchase or other acquisition of any of the
Securities, at any time when (i) there is a default in the payment of the
principal of, premium, if any, interest on or otherwise in respect of any Senior
Indebtedness, whether at maturity or at a date fixed for prepayment or by
declaration or otherwise, or (ii) any event of default with respect to any
Senior Indebtedness has occurred and is continuing, or would occur as a result
of such payment on the Securities or any redemption, retirement, purchase or
other acquisition of any of the Securities, permitting the holders of such
Senior Indebtedness (or a trustee on behalf of the holders thereof) to
accelerate the maturity thereof.


                                      -78-
<PAGE>
     In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee when such payment is prohibited by the preceding
paragraph of this Section 16.2, such payment shall be held in trust for the
benefit of, and shall be paid over or delivered to, the holders of Senior
Indebtedness or their representatives, or to the trustee or trustees under any
indenture pursuant to which any of such Senior Indebtedness may have been
issued, as their interests may appear, but only to the extent that the holders
of the Senior Indebtedness (or their representative or representatives or a
trustee) notify the Trustee in writing within 90 days of such payment of the
amounts then due and owing on the Senior Indebtedness and only the amounts
specified in such notice to the Trustee shall be paid to the holders of Senior
Indebtedness.

     Section 16.3 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 dissolution,
winding-up, liquidation or reorganization of the Company, whether voluntary or
involuntary or in bankruptcy, insolvency, receivership or other proceedings, all
amounts due upon all Senior Indebtedness of the Company shall first be paid in
full, or payment thereof provided for in money in accordance with their terms,
before any payment is made by the Company on account of the principal (and
premium, if any) or interest on the Securities; and upon any such dissolution or
winding-up or liquidation or reorganization, any payment by the Company, or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, to which the Holders or the Trustee would be entitled to
receive from the Company, except under the provisions of this Article 16, 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 the Indenture if received by them or it,
directly to the holders of Senior Indebtedness of the Company (pro rata to such
holders on the basis of the amounts of Senior Indebtedness held by such holders,
as calculated by the Company) or their representative or representatives, or to
the trustee or trustees under any indenture pursuant to which any instruments
evidencing such Senior Indebtedness may have been issued, as their respective
interests may appear, to the extent necessary to pay such Senior Indebtedness in
full, in money or money's worth, after giving effect to any concurrent payment
or distribution to or for the holders of such Senior Indebtedness, before any
payment or distribution is made to the Holders or to the Trustee.

     In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing, shall be received by the
Trustee before all Senior Indebtedness of the Company 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 Senior Indebtedness or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing such Senior Indebtedness
may have been issued, and their respective interests may appear, as calculated
by the Company, for application to the payment of all Senior Indebtedness of the
Company remaining unpaid to the extent necessary to pay such Senior Indebtedness
in full in


                                      -79-
<PAGE>
money in accordance with its terms, after giving effect to any concurrent
payment or distribution to or for the benefit of the holders of such Senior
Indebtedness.

     For purposes of this Article 16, the words "cash, property or securities"
shall not be deemed to include 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 16 with respect to
the Securities to the payment of all Senior Indebtedness of the Company, that
may at the time be outstanding, provided that (i) such Senior Indebtedness is
assumed by the new corporation, if any, resulting from any such reorganization
or readjustment, and (ii) the rights of the holders of such Senior Indebtedness
are not, without the consent of such holders, altered by such reorganization or
readjustment. The consolidation of the Company with, or the merger of the
Company into, another corporation or the liquidation or dissolution of the
Company following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms and
conditions provided for in Article 11 of this Indenture shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of this
Section 16.3 if such other corporation shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article 11
of this Indenture. Nothing in Section 16.2 or in this Section 16.3 shall apply
to claims of, or payments to, the Trustee under or pursuant to Section 7.6 of
this Indenture.

     Section 16.4 Subrogation. Subject to the payment in full of all Senior
Indebtedness of the Company, the rights of the Holders shall be subrogated to
the rights of the holders of such Senior Indebtedness to receive payments or
distributions of cash, property or securities of the Company applicable to such
Senior Indebtedness until all amounts owing on the Securities shall be paid in
full; and, for the purposes of such subrogation, no payments or distributions to
the holders of such Senior Indebtedness of any cash, property or securities to
which the Holders or the Trustee would be entitled except under the provisions
of this Article 16, and no payment over pursuant to the provisions of this
Article 16 to or for the benefit of the holders of such Senior Indebtedness by
Holders or the Trustee, shall, as between the Company, its creditors other than
holders of Senior Indebtedness of the Company, and the holders of the Securities
be deemed to be a payment by the Company to or on account of such Senior
Indebtedness. It is understood that the provisions of this Article 16 are and
are intended solely for the purposes of defining the relative rights of the
Holders of the Securities, on the one hand, and the holders of such Senior
Indebtedness, on the other hand.

     Nothing contained in this Article 16 or elsewhere in this Indenture, any
Additional Provisions or in the Securities is intended to or shall impair, as
between the Company, its creditors other than the holders of Senior Indebtedness
of the Company, and the holders of the Securities, the obligation of the
Company, which is absolute and unconditional, to pay to the holders of the
Securities the principal of, premium, if any, and interest on, the Securities as
and when the same shall become due and payable in accordance with their terms,
or is intended to or shall affect the relative rights of the holders of the
Securities and creditors of the Company other than the holders of Senior
Indebtedness of the Company, nor shall anything herein or therein prevent the
Trustee or


                                      -80-
<PAGE>
the holder of any Security from exercising all remedies otherwise permitted by
applicable law upon default under the Indenture, subject to the rights, if any,
under this Article 16 of the holders of such Senior Indebtedness in respect of
cash, property or securities of the Company received upon the exercise of any
such remedy.

     Upon any payment or distribution of assets of the Company referred to in
this Article 16, the Trustee, subject to the provisions of Article 7 of this
Indenture, and the Securityholders shall be entitled to conclusively rely upon
any order or decree made by any court of competent jurisdiction in which such
dissolution, winding-up, liquidation or reorganization proceedings are pending,
or a certificate of the receiver, trustee in bankruptcy, liquidation trustee,
agent or other Person making such payment or distribution, delivered to the
Trustee or to the Securityholders, for the purposes of ascertaining the Persons
entitled to participate in such distribution, the holders of Senior Indebtedness
and other indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article 16.

     Section 16.5 Trustee to Effectuate Subordination. Each Securityholder by
such Securityholder's acceptance thereof authorizes and directs the Trustee on
such Securityholder's behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article 16 and
appoints the Trustee such Securityholder's attorney-in-fact for any and all such
purposes.

     Section 16.6 Notice by the Company. The Company shall give prompt written
notice to a Responsible Officer 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 pursuant to the provisions of this Article 16. Notwithstanding
the provisions of this Article 16 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 pursuant to the
provisions of this Article 16, unless and until a Responsible Officer shall have
received written notice thereof from the Company or a holder or holders of
Senior Indebtedness or from any trustee therefor; and before the receipt of any
such written notice, the Trustee, subject to the provisions of Article 7 of this
Indenture, shall be entitled in all respects to assume that no such facts exist;
provided, however, that if the Trustee shall not have received the notice
provided for in this Section 16.6 at least three Business Days prior to the date
upon which by the terms hereof any money may become payable for any purpose
(including, without limitation, the payment of the principal of (or premium, if
any) or interest on any Security), then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to
receive such money and to apply the same to the purposes for which they were
received, and shall not be affected by any notice to the contrary that may be
received by it within three Business Days prior to such date.

     The Trustee, subject to the provisions of Article 7 of this Indenture,
shall be entitled to conclusively rely on the delivery to it of a written notice
by a Person representing himself to be a holder of Senior Indebtedness of the
Company (or a trustee


                                      -81-
<PAGE>
on behalf of such holder), to establish that such notice has been given by a
holder of such 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
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article 16, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of such Senior
Indebtedness held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article 16, 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 16.7 Rights of the Trustee; Holders of Senior Indebtedness. The
Trustee in its individual capacity shall be entitled to all the rights set forth
in this Article 16 in respect of any Senior Indebtedness at any time held by it,
to the same extent as any other holder of Senior Indebtedness, and nothing in
this Indenture or any Additional Provisions shall deprive the Trustee of any of
its rights as such holder.

     With respect to the holders of Senior Indebtedness of the Company, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article 16, and no implied
covenants or obligations with respect to the holders of such Senior Indebtedness
shall be read into this Indenture or any Additional Provisions against the
Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of such Senior Indebtedness and, subject to the provisions of Article 7
of this Indenture, the Trustee shall not be liable to any holder of such Senior
Indebtedness if it shall pay over or deliver to Securityholders, the Company or
any other Person money or assets to which any holder of such Senior Indebtedness
shall be entitled by virtue of this Article 16 or otherwise.

     Nothing in this Article 16 shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 7.6.

     Section 16.8 Subordination May Not Be Impaired. No right of any present or
future holder of any Senior Indebtedness of the Company to enforce subordination
as herein provided shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Company or by any act or failure to act
in good faith by any such holder, or by any noncompliance by the Company with
the terms, provisions and covenants of this Indenture, regardless of any
knowledge thereof that any such holder may have or otherwise be charged with.

     Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Indebtedness of the Company may, at any time and from time to
time, without the consent of or notice to the Trustee or the Securityholders,
without incurring responsibility to the Securityholders and without impairing or
releasing the subordination provided in this Article 16 or the obligations
hereunder of the holders of the Securities to the holders of such Senior
Indebtedness, do any one or more of the following: (i) change the manner, place
or terms of payment or extend the time of payment of, or renew or


                                      -82-
<PAGE>
alter, such Senior Indebtedness, or otherwise amend or supplement in any manner
such Senior Indebtedness or any instrument evidencing the same or any agreement
under which such Senior Indebtedness is outstanding; (ii) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing such Senior Indebtedness; (iii) release any Person liable in any manner
for the collection of such Senior Indebtedness; and (iv) exercise or refrain
from exercising any rights against the Company and any other Person.


                                      -83-
<PAGE>
          IN WITNESS WHEREOF, Platinum Underwriters Holdings, Ltd. has caused
this Indenture to be duly executed as a deed as of the date above written.

                                        PLATINUM UNDERWRITERS HOLDINGS, LTD.


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


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


                                      -84-
<PAGE>
          IN WITNESS WHEREOF, the undersigned, being duly authorized, has
executed this Indenture as of the date first above written.

                                        JPMORGAN CHASE BANK N.A., AS TRUSTEE


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


                                      -85-