<PAGE>
                                                                     EXHIBIT 4.5

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                       PLATINUM UNDERWRITERS FINANCE, INC.
                                     COMPANY

                                       and

                      PLATINUM UNDERWRITERS HOLDINGS, LTD.
                                    GUARANTOR

                                       TO

                            JPMORGAN CHASE BANK, N.A.
                                     TRUSTEE

                                   ----------

                                    INDENTURE

                          DATED AS OF [ _______ ], 2005

                     SUBORDINATED GUARANTEED DEBT SECURITIES

                                   ----------

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

<TABLE>
<CAPTION>
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<S>                                                                         <C>
ARTICLE 1 DEFINITIONS....................................................     2
   SECTION 1.1   CERTAIN TERMS DEFINED...................................     2

ARTICLE 2 SECURITY FORMS.................................................    12
   SECTION 2.1   FORMS GENERALLY.........................................    12
   SECTION 2.2   FORM OF GUARANTEE.......................................    13
   SECTION 2.3   FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.........    16
   SECTION 2.4   FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION BY AN
                 AUTHENTICATING AGENT....................................    16
   SECTION 2.5   SECURITIES ISSUABLE IN THE FORM OF GLOBAL SECURITIES....    16

ARTICLE 3 THE SECURITIES.................................................    18
   SECTION 3.1   AMOUNT UNLIMITED; ISSUABLE IN SERIES....................    18
   SECTION 3.2   FORM AND DENOMINATIONS..................................    21
   SECTION 3.3   AUTHENTICATION, DATING AND DELIVERY OF SECURITIES.......    21
   SECTION 3.4   EXECUTION OF SECURITIES.................................    24
   SECTION 3.5   CERTIFICATE OF AUTHENTICATION...........................    25
   SECTION 3.6   REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.....    25
   SECTION 3.7   MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES........    26
   SECTION 3.8   PAYMENT OF INTEREST AND CERTAIN ADDITIONAL AMOUNTS;
                 INTEREST RIGHTS AND CERTAIN ADDITIONAL AMOUNTS
                 PRESERVED...............................................    27
   SECTION 3.9   CANCELLATION OF SECURITIES; DESTRUCTION THEREOF.........    28
   SECTION 3.10  TEMPORARY SECURITIES....................................    28
   SECTION 3.11  COMPUTATION OF INTEREST.................................    29
   SECTION 3.12  CUSIP NUMBERS...........................................    29

ARTICLE 4 COVENANTS OF THE COMPANY.......................................    29
   SECTION 4.1   PAYMENT OF SECURITIES...................................    29
   SECTION 4.2   OFFICES OR AGENCY.......................................    30
   SECTION 4.3   MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.......    30
   SECTION 4.4   ADDITIONAL AMOUNTS......................................    31
   SECTION 4.5   REDEMPTION FOR TAX PURPOSES.............................    34
   SECTION 4.6   CORPORATE EXISTENCE.....................................    34
   SECTION 4.7   CERTIFICATES TO TRUSTEE.................................    35
   SECTION 4.8   CALCULATION OF ORIGINAL ISSUE DISCOUNT..................    35

ARTICLE 5 SECURITYHOLDER LISTS AND REPORTS BY THE........................    35
   SECTION 5.1   COMPANY AND GUARANTOR TO FURNISH TRUSTEE INFORMATION AS
                 TO NAMES AND ADDRESSES OF SECURITYHOLDERS...............    35
   SECTION 5.2   PRESERVATION AND DISCLOSURE OF SECURITYHOLDER LISTS.....    36
</TABLE>


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                                Table of Contents
                                   (continued)

<TABLE>
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   SECTION 5.3   REPORTS BY THE COMPANY..................................    36
   SECTION 5.4   REPORTS BY THE TRUSTEE..................................    37

ARTICLE 6 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF
   DEFAULT...............................................................    37
   SECTION 6.1   EVENT OF DEFAULT DEFINED; ACCELERATION OF MATURITY;
                 WAIVER OF DEFAULT.......................................    37
   SECTION 6.2   COLLECTION OF INDEBTEDNESS BY TRUSTEE; TRUSTEE MAY
                 PROVE DEBT..............................................    40
   SECTION 6.3   APPLICATION OF PROCEEDS.................................    42
   SECTION 6.4   SUITS FOR ENFORCEMENT...................................    43
   SECTION 6.5   RESTORATION OF RIGHTS ON ABANDONMENT OF PROCEEDINGS.....    43
   SECTION 6.6   LIMITATIONS ON SUITS BY SECURITYHOLDERS.................    43
   SECTION 6.7   UNCONDITIONAL RIGHT OF SECURITYHOLDERS TO INSTITUTE
                 CERTAIN SUITS...........................................    44
   SECTION 6.8   POWERS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT
                 WAIVER OF DEFAULT.......................................    44
   SECTION 6.9   CONTROL BY HOLDERS OF SECURITIES........................    44
   SECTION 6.10  WAIVER OF PAST DEFAULTS.................................    45
   SECTION 6.11  TRUSTEE TO GIVE NOTICE OF DEFAULT, BUT MAY WITHHOLD IN
                 CERTAIN CIRCUMSTANCES...................................    45
   SECTION 6.12  RIGHT OF COURT TO REQUIRE FILING OF UNDERTAKING TO PAY
                 COSTS...................................................    46
   SECTION 6.13  WAIVER OF USURY, STAY OR EXTENSION LAWS.................    46
   SECTION 6.14  DELAY OR OMISSION NOT WAIVER............................    46

ARTICLE 7 CONCERNING THE TRUSTEE.........................................    47
   SECTION 7.1   DUTIES AND RESPONSIBILITIES OF THE TRUSTEE; DURING
                 DEFAULT; PRIOR TO DEFAULT...............................    47
   SECTION 7.2   CERTAIN RIGHTS OF THE TRUSTEE...........................    48
   SECTION 7.3   TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITION OF
                 SECURITIES OR APPLICATION OF PROCEEDS THEREOF...........    49
   SECTION 7.4   TRUSTEE AND AGENTS MAY HOLD SECURITIES; COLLECTIONS,
                 ETC.....................................................    50
   SECTION 7.5   MONEYS HELD BY TRUSTEE..................................    50
   SECTION 7.6   COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND ITS
                 PRIOR CLAIM.............................................    50
   SECTION 7.7   RIGHT OF TRUSTEE TO RELY ON OFFICERS' CERTIFICATE, ETC..    51
   SECTION 7.8   QUALIFICATION OF TRUSTEE; CONFLICTING INTERESTS.........    51
   SECTION 7.9   PERSONS ELIGIBLE FOR APPOINTMENT AS TRUSTEE.............    51
   SECTION 7.10  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR
                 TRUSTEE.................................................    52
   SECTION 7.11  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE..........    53
</TABLE>


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

<TABLE>
<CAPTION>
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   SECTION 7.12  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
                 BUSINESS OF TRUSTEE.....................................    54
   SECTION 7.13  PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY OR
                 THE GUARANTOR...........................................    54
   SECTION 7.14  AUTHENTICATING AGENT....................................    54

ARTICLE 8 CONCERNING THE HOLDERS OF SECURITIES...........................    55
   SECTION 8.1   ACTION BY HOLDERS.......................................    55
   SECTION 8.2   PROOF OF EXECUTION OF INSTRUMENTS BY HOLDERS OF
                 SECURITIES..............................................    56
   SECTION 8.3   HOLDERS TO BE TREATED AS OWNERS.........................    56
   SECTION 8.4   SECURITIES OWNED BY COMPANY AND GUARANTOR DEEMED NOT
                 OUTSTANDING.............................................    57
   SECTION 8.5   RIGHT OF REVOCATION OF ACTION TAKEN.....................    57

ARTICLE 9 HOLDERS' MEETINGS..............................................    58
   SECTION 9.1   PURPOSES OF MEETINGS....................................    58
   SECTION 9.2   CALL OF MEETINGS BY TRUSTEE.............................    58
   SECTION 9.3   CALL OF MEETINGS BY COMPANY OR GUARANTOR OR HOLDERS.....    58
   SECTION 9.4   QUALIFICATIONS FOR VOTING...............................    58
   SECTION 9.5   REGULATIONS.............................................    59
   SECTION 9.6   VOTING..................................................    59
   SECTION 9.7   NO DELAY OF RIGHTS BY REASON OF MEETING.................    60

ARTICLE 10 SUPPLEMENTAL INDENTURES.......................................    60
   SECTION 10.1  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
                 SECURITYHOLDERS.........................................    60
   SECTION 10.2  SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS.    62
   SECTION 10.3  NOTICE OF SUPPLEMENTAL INDENTURE........................    64
   SECTION 10.4  EFFECT OF SUPPLEMENTAL INDENTURE........................    64
   SECTION 10.5  DOCUMENTS TO BE GIVEN TO TRUSTEE........................    64
   SECTION 10.6  NOTATION ON SECURITIES IN RESPECT OF SUPPLEMENTAL
                 INDENTURES..............................................    64
   SECTION 10.7  SUBORDINATION UNIMPAIRED................................    63

ARTICLE 11 CONSOLIDATION, AMALGAMATION, MERGER OR SALE...................    65
   SECTION 11.1  COMPANY AND GUARANTOR MAY CONSOLIDATE, ETC., ONLY ON
                 CERTAIN TERMS...........................................    65
   SECTION 11.2  OPINION OF COUNSEL......................................    66
   SECTION 11.3  SUCCESSOR PERSON SUBSTITUTED............................    66
</TABLE>


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

<TABLE>
<CAPTION>
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ARTICLE 12 SATISFACTION AND DISCHARGE OF INDENTURE, UNCLAIMED MONEYS.....    67
   SECTION 12.1  SATISFACTION AND DISCHARGE OF SECURITIES OF ANY SERIES..    67
   SECTION 12.2  DEFEASANCE AND COVENANT DEFEASANCE......................    68
   SECTION 12.3  APPLICATION OF TRUST MONEY..............................    73
   SECTION 12.4  REPAYMENT OF MONEYS HELD BY PAYING AGENT................    73
   SECTION 12.5  RETURN OF UNCLAIMED MONEYS HELD BY TRUSTEE AND PAYING
                 AGENT...................................................    73

ARTICLE 13 MISCELLANEOUS PROVISIONS......................................    74
   SECTION 13.1  INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS OF
                 COMPANY AND GUARANTOR EXEMPT FROM INDIVIDUAL LIABILITY..    74
   SECTION 13.2  PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT OF PARTIES
                 AND SECURITYHOLDERS.....................................    74
   SECTION 13.3  SUCCESSORS AND ASSIGNS OF COMPANY AND GUARANTOR BOUND
                 BY INDENTURE............................................    74
   SECTION 13.4  NOTICES TO HOLDERS; WAIVER..............................    75
   SECTION 13.5  ADDRESSES FOR NOTICES...................................    75
   SECTION 13.6  OFFICERS' CERTIFICATES AND OPINIONS OF COUNSEL;
                 STATEMENTS TO BE CONTAINED THEREIN......................    75
   SECTION 13.7  SEPARABILITY CLAUSE.....................................    76
   SECTION 13.8  LEGAL HOLIDAYS..........................................    77
   SECTION 13.9  CONFLICT OF ANY PROVISION OF INDENTURE WITH TRUST
                 INDENTURE ACT...........................................    77
   SECTION 13.10 GOVERNING LAW...........................................    77
   SECTION 13.11 JUDGMENT CURRENCY.......................................    77
   SECTION 13.12 NO SECURITY INTEREST CREATED............................    78
   SECTION 13.13 SUBMISSION TO JURISDICTION..............................    78
   SECTION 13.14 COUNTERPARTS............................................    79
   SECTION 13.15 EFFECT OF HEADINGS......................................    79

ARTICLE 14 REDEMPTION OF SECURITIES......................................    79
   SECTION 14.1  APPLICABILITY OF ARTICLE................................    79
   SECTION 14.2  NOTICE OF REDEMPTION; SELECTION OF SECURITIES...........    79
   SECTION 14.3  PAYMENT OF SECURITIES CALLED FOR REDEMPTION.............    81

ARTICLE 15 SINKING FUNDS.................................................    82
   SECTION 15.1  APPLICABILITY OF ARTICLE................................    82
   SECTION 15.2  SATISFACTION OF MANDATORY SINKING FUND PAYMENT WITH
                 SECURITIES..............................................    82
   SECTION 15.3  REDEMPTION OF SECURITIES FOR SINKING FUND...............    83
</TABLE>


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

<TABLE>
<CAPTION>
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<S>                                                                         <C>
ARTICLE 16 GUARANTEES....................................................    84
   SECTION 16.1  GUARANTEE...............................................    84
   SECTION 16.2  EXECUTION AND DELIVERY OF GUARANTEES....................    86
   SECTION 16.3  SUBORDINATION OF GUARANTEES.............................    86

ARTICLE 17 SUBORDINATION.................................................    86
   SECTION 17.1  AGREEMENT TO SUBORDINATE................................    86
   SECTION 17.2  DEFAULT ON SENIOR INDEBTEDNESS..........................    87
   SECTION 17.3  LIQUIDATION; DISSOLUTION; BANKRUPTCY....................    87
   SECTION 17.4  SUBROGATION.............................................    88
   SECTION 17.5  TRUSTEE TO EFFECTUATE SUBORDINATION.....................    89
   SECTION 17.6  NOTICE BY THE COMPANY AND THE GUARANTOR.................    90
   SECTION 17.7  RIGHTS OF THE TRUSTEE; HOLDERS OF SENIOR INDEBTEDNESS...    90
   SECTION 17.8  SUBORDINATION MAY NOT BE IMPAIRED.......................    91
</TABLE>


                                       -v-
<PAGE>
                       PLATINUM UNDERWRITERS FINANCE, INC.

*    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, by and among PLATINUM
UNDERWRITERS FINANCE, INC., a corporation duly organized and existing under the
laws of the State of Delaware, having its principal office at 2 World Financial
Center, 225 Liberty Street, 23rd Floor, New York, NY 10281 (the "Company"), and
PLATINUM UNDERWRITERS HOLDINGS, LTD., a corporation duly organized and existing
under the laws of Bermuda (the "Guarantor"), 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.

                            RECITALS OF THE GUARANTOR

          The Guarantor has duly authorized the execution and delivery of this
Indenture to provide for the guarantee as set forth herein.

          All things necessary have been done to make this Indenture a valid and
legally binding agreement of the Guarantor, 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


                                      -2-
<PAGE>
Indenture Act (except as herein otherwise expressly provided or unless the
context otherwise clearly requires) have the meanings assigned to such terms in
said Trust Indenture Act and in said Securities Act or in said Commission rule
under the Trust Indenture Act as in force at the date on which this Indenture
was originally executed (subject to Section 10.1 and Section 10.2). The words
"herein", "hereof" and "hereunder" and other words of similar import refer to
this Indenture as a whole and not to any particular Article, Section or other
subdivision. All references herein to "Articles" or other subdivisions are to
the corresponding Articles or other subdivisions of this Indenture. The terms
defined in this Article have the meanings assigned to them in this Article and
include the plural as well as the singular.

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

          "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 the Guarantor, as the case may be, and any committee of such Board of
Directors or


                                      -3-
<PAGE>
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 or the Guarantor, as the
case may be, 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 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 shares of capital
stock, 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 Finance, Inc., a corporation
duly organized and existing under the laws of the State of Delaware, and its
successors and assigns.

          "Company Order" or "Company Request" and "Guarantor Request" and
"Guarantor Order" mean, respectively, a written order or request signed in the
name of the Company or the Guarantor, as the case may be, 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


                                      -4-
<PAGE>
assistant treasurer, any assistant controller, the secretary or any assistant
secretary of the Company or the Guarantor, as the case may be, 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 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 2.5 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 Guarantor, the Consolidated Book Value of which constitutes at
least 20% of the Consolidated Book Value of the Guarantor.

          "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.


                                      -5-
<PAGE>
          "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 Financial Standards Accounting Board, and as are applicable to the financial
statements of the Company and the Guarantor, 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


                                      -6-
<PAGE>
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.

          "Guarantee" means any guarantee of the Guarantor endorsed on a
Security, authenticated and delivered pursuant to this Indenture and shall
include the Guarantee set forth in ARTICLE 16.

          "Guarantor" means Platinum Underwriters Holdings, Ltd., a corporation
duly organized and existing under the laws of Bermuda.

          "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 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


                                      -7-
<PAGE>
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 of the Company, the principal executive officer, the
principal financial officer, the principal accounting officer or the chief
operating officer of the Company or the Guarantor, as the case may be.

          "Officers' Certificate" means a certificate signed by an Officer of
the Company or the Guarantor, as the case may be, 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 or the Guarantor, as
the case may be.

          "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 the
Guarantor) or shall


                                      -8-
<PAGE>
have been set aside, segregated and held in trust by the Company or the
Guarantor for the Holders of such Securities (if the Company or the Guarantor
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 or the Guarantor
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 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 the Guarantor or any other obligor upon
the Securities or any Affiliate of the Company or the Guarantor 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 or the
Guarantor to pay the principal of, or premium, if any, or interest, if any, on,
any Securities on behalf of the Company or the Guarantor, as the case may be.

          "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


                                      -9-
<PAGE>
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, and the Guarantor or their
respective 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".

          "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.


                                      -10-
<PAGE>
          "Senior Indebtedness" means (1) all Indebtedness of the Company or the
Guarantor, as the case may be, 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 and Guarantees 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 and Guarantees issued pursuant to this Indenture; (c) Indebtedness of
the Company or the Guarantor, as the case may be, owed or owing to any
Subsidiary of the Company or the Guarantor, as the case may be, or any officer,
director or employee of the Company or the Guarantor, as the case may be, or any
Subsidiary of the Company or the Guarantor, as the case may be, (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 or the Guarantor, as the case may be, 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 or the Guarantor, as applicable, which is a financing vehicle of the
Company or the Guarantor, as the case may be, or any Subsidiary of the Company
or the Guarantor, as the case may be, or any officer, director or employee of
the Company or the Guarantor, as the case may be, 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, 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.


                                      -11-
<PAGE>
          "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,
Guarantor Order or Guarantor 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 Guarantees to be endorsed on the Securities of each series shall
be in substantially such form as shall be established pursuant to Section 2.2,
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 Guarantor
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 Guarantees, as conclusively evidenced by their execution
of such Guarantees.

          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


                                      -12-
<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 Guarantee.

          The guarantee endorsed on all Securities shall be in substantially the
following form:

          For value received, Platinum Underwriters Holdings, Ltd., a
corporation duly organized and existing under the laws of Bermuda (herein called
the "Guarantor", which term includes any successor under the Indenture referred
to in the Security upon which this Guarantee is endorsed), hereby absolutely,
fully and unconditionally and irrevocably guarantees to the Holder of the
Security upon which this Guarantee is endorsed, and to the Trustee on behalf of
itself and such Holder, (a) the due and punctual payment of the principal of,
premium, if any, interest, if any, and Additional Amounts, if any, on such
Security, and the due and punctual payment of any sinking fund payments provided
in such Security when and as the same shall become due and payable, whether at
the Stated Maturity or by declaration of acceleration, call for redemption or
otherwise, (b) the due and punctual payment of interest on overdue principal of
and interest on such Security, if any, if lawful, and (c) the due and punctual
payment of any and all other payments due to the Holder or the Trustee, all in
accordance with the terms of such Security and of the Indenture. In case of the
failure of the Company, punctually to make any such payment of principal,
premium, if any, interest, if any, or Additional Amounts, if any, the Guarantor
hereby agrees to cause any such payment to be made punctually when and as the
same shall become due and payable, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise, and as if such
payment were made by the Company. The Guarantee hereunder is intended to be a
general, unsecured obligation of the Guarantor and will be subordinated in right
of payment to all Senior Indebtedness of the Guarantor.

          The Guarantor hereby agrees that its obligations hereunder are a
guaranty of payment and not a guaranty of collection or performance and shall be
unconditional and absolute, irrespective of the validity, regularity or
enforceability of such Security or the Indenture or any limitation of the
Company thereunder or any limitation on the method or terms of payment
thereunder which may now or hereafter be caused or imposed in any manner
whatsoever, the absence of any action to enforce the same, any waiver or consent
by the Holder of such Security or by the Trustee with respect to any provisions
thereof or of the Indenture, the obtaining of any judgment against the Company
or any action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a guarantor.
The Guarantor hereby waives the benefits of division and discussion, diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest or notice with respect to such Security or the
indebtedness evidenced thereby and all demands whatsoever, and covenants that
this Guarantee will not be discharged except by


                                      -13-
<PAGE>
complete performance of the obligations contained in such Security and in this
Guarantee.

          Without limiting the generality of the foregoing, the Guarantor hereby
agrees that the obligations of the Guarantor hereunder shall not be released,
affected or impaired by assignment or transfer in whole or in part of the
Security whether or not made without notice to or the consent of the Guarantor
and shall not be subject to any reduction, limitation, impairment or termination
for any reason, including any claim of waiver, release, surrender, alteration or
compromise, and shall not be subject to any defense of, including, but not
limited to, setoff, counterclaim, recoupment or termination whatsoever, and that
such obligations shall not be released, affected or impaired regardless of
whether or not any Holder, including the Holder of the Security, or anyone on
behalf of any such Holder shall have instituted any suit, action or proceeding
or exhausted its remedies or taken any steps to enforce any rights against the
Company or any other person to compel any such performance or observance or to
collect all or part of any such amount, either pursuant to the provisions of the
Indenture or the Security or at law or in equity, and regardless of any other
condition or contingency, or by reason of the invalidity, illegality or
unenforceability of the Security or the Indenture or otherwise and that such
obligations shall not be discharged or impaired or otherwise affected by the
failure of the Trustee or any Holder of such Security to assert any claim or
demand or to enforce any remedy under the Indenture or such Security, any other
guarantee or any other agreement, by any waiver, amendment, indulgence or
modification (whether material or otherwise) of any provision of any thereof, by
any default, failure or delay, willful or otherwise, in the performance of any
obligations under the Indenture, the Security or this Guarantee, or by the
voluntary or involuntary liquidation, sale or other disposition of all or
substantially all of the assets of the Company or the Guarantor, or any
receivership, insolvency, bankruptcy, reorganization, or other similar
proceedings, affecting the Company or any of its assets, or the release of any
property from the lien and security interest created by the Indenture or the
Security or of any other security for the Security, or the release or discharge
of the Company or the Guarantor from the performance or observance of any
agreement, covenant, term or condition contained in the Indenture or the
Security by operation of law, or the merger or consolidation of the Company or
the Guarantor, or any other cause, whether similar or dissimilar to the
foregoing, or by any other act or omission that may or might in any manner or to
the extent vary the risk or obligations of the Guarantor or that would otherwise
operate as a discharge or a surety or guarantor as a matter of law or equity
(other than the performance of the obligations contained in such Security and in
this Guarantee).

          The Holder of the Security upon which this Guarantee is endorsed is
entitled to the further benefits relating hereto set forth in the Indenture. No
reference herein to the Indenture and no provision of this Guarantee or of the
Indenture shall alter or impair the guarantee of the Guarantor, which is
absolute and unconditional, of the due and punctual payment of the principal of
and interest, or any such other payments, on the Security upon which this
Guarantee is endorsed.


                                      -14-
<PAGE>
          This Guarantee shall be governed by and construed in accordance with
the laws of the State of New York, without giving effect to the conflicts of
laws principles thereof.

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

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


                                      -15-
<PAGE>
          IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed.

                                        PLATINUM UNDERWRITERS HOLDINGS, LTD.


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


Attest:


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

     Section 2.3 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 2.4 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 2.5 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


                                      -16-
<PAGE>
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 Depository's instruction and (iv) if required by the Depository, shall
bear a legend reflecting the Depository's interest in such Global Security.

     (b) Notwithstanding any provision of Section 3.6, any Global Security
thereof may be transferred, in whole but not in part, and in the manner provided
in Section 3.6, only to another nominee of the 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.

     (c) 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


                                      -17-
<PAGE>
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 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 an interest on any Securities shall be subordinate and junior in
right of payment to the extent and in the manner set forth in Article 17 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 and the Guarantees to be
endorsed thereon 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);


                                      -18-
<PAGE>
     (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
2.5, 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;

     (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;


                                      -19-
<PAGE>
     (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;

     (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;


                                      -20-
<PAGE>
     (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 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, with a Guarantee endorsed therein, 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, and endorsed by the Guarantor, to the Trustee for authentication.
Except as otherwise provided in this


                                      -21-
<PAGE>
Article, the Trustee shall thereupon authenticate and make available for
delivery, or cause to be authenticated and delivered, said Securities to or upon
a Company Order, without any further action by the Company; provided, however,
that the Trustee shall authenticate and make available for delivery Securities
of such series for original issue from time to time in the aggregate principal
amount established for such series pursuant to such procedures, acceptable to
the Trustee and to such recipients, as may be specified from time to time by a
Company Order. The maturity dates, original issue dates, interest rates and any
other terms of the Securities of such series shall be determined by or pursuant
to such Company Order and procedures. If provided for in such procedures, such
Company Order may authorize authentication and delivery pursuant to oral
instructions from the Company or its duly authorized agent, which instructions
shall be promptly confirmed in writing.

          In authenticating such Securities and accepting the responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
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 of the Company and the Guarantor 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 and the Guarantor, which shall
state:

               (i) that the form and the terms of such Securities have been duly
     authorized by the Company and the Guarantor 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 and endorsed by the Guarantor in the
     manner and subject to any conditions specified in such Opinion of Counsel,
     will constitute valid and binding obligations of the Company and the
     Guarantor enforceable against the Company and the Guarantor 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


                                      -22-
<PAGE>
     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 or the Guarantor is
     required for the execution and delivery of such Securities by the Company
     and the Guarantor, 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 and the Guarantor 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 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 the Guarantor 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 and endorsed by the Guarantor
     in the manner and subject to any conditions specified in such Opinion of
     Counsel, such Securities will constitute valid obligations of the Company
     and the Guarantor enforceable against the Company and the Guarantor 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 and
the Guarantor of any of such Securities, the forms and terms thereof, the
validity thereof and the


                                      -23-
<PAGE>
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 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. Reference is made to ARTICLE
16 hereof concerning the execution and delivery of the Guarantee.


                                      -24-
<PAGE>
     Section 3.5 Certificate of Authentication. Neither any Security nor the
Guarantee endorsed thereon 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 2.5), 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 having endorsed thereon a Guarantee or
Guarantees executed by the Guarantor.

          The Company shall keep or cause to be kept, at one of said offices or
agencies maintained pursuant to Section 4.2, a register for each series of
Securities issued hereunder (hereinafter collectively referred to as the
"Securities Register") in which, subject to such reasonable regulations as it
may prescribe, the Company shall, subject to the provisions of Section 2.5,
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 2.5, 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 having endorsed thereon a Guarantee or Guarantees
executed by the Guarantor.

          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)


                                      -25-
<PAGE>
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
and the Guarantor, 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.

     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, having endorsed thereon a Guarantee executed by the Guarantor and
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, the
Guarantor and to the Trustee and any agent of the Company, the Guarantor 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, the Guarantor and the Trustee and any agent
of the Company, the Guarantor 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


                                      -26-
<PAGE>
(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 and the Guarantee endorsed
thereon, 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 in the case of the Security and
the Guarantor in the case of the Guarantee endorsed therein, 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 and the Guarantee endorsed
thereon, duly authenticated and delivered hereunder. All Securities shall be
held and owned upon the express condition that, to the extent permitted by law,
the foregoing provisions of this Section are exclusive with respect to the
replacement or payment of mutilated (whether by defacement or otherwise) or
destroyed, lost or stolen Securities and shall preclude any and all other rights
or remedies notwithstanding any law or statute existing or hereafter enacted to
the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.

     Section 3.8 Payment of Interest and Certain Additional Amounts; Interest
Rights and Certain Additional Amounts Preserved. The Holder of any Securities at
the close of business on the Regular Record Date with respect to any Interest
Payment Date shall be entitled to receive the interest, if any, and any
Additional Amounts payable on such Interest Payment Date notwithstanding the
cancellation of such Securities upon any registration of transfer or exchange
subsequent to the Regular Record Date and prior to such Interest Payment Date,
and, if provided for in the Board Resolution or supplemental indenture pursuant
to Section 3.1, in the case of a Security issued between a Regular Record Date
and the initial Interest Payment Date relating to such Regular Record Date,
interest for the period beginning on the date of issue and ending on such
initial Interest Payment Date shall be paid to the Person to whom such Security
shall have been originally issued. Except as otherwise specified as contemplated
by Section 3.1, for Securities of a particular series the term "Regular Record
Date" as used in this Section with respect to any Interest Payment Date shall
mean the close of business on the last day of the calendar month preceding such
Interest Payment Date if such Interest Payment Date is the fifteenth day of a
calendar month and shall mean the close of business on the fifteenth day of the
calendar month preceding such Interest Payment Date if such Interest


                                      -27-
<PAGE>
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.

     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 the Guarantor 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 or the Guarantor 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


                                      -28-
<PAGE>
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 and having endorsed thereon Guarantees executed by the
Guarantor substantially in the form of the definitive Guarantees, 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 and Guarantees 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 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.


                                      -29-
<PAGE>
     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 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 or the Guarantor 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.


                                      -30-
<PAGE>
          Whenever the Company or the Guarantor 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.

          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


                                      -31-
<PAGE>
Company or the Guarantor 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 or
the Guarantor 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 and the Guarantor
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 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;


                                      -32-
<PAGE>
     (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, neither the Company nor the Guarantor shall 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, neither the Company nor the Guarantor
shall 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.

          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


                                      -33-
<PAGE>
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 the Guarantor, or (iii) a decision rendered by a court of competent
jurisdiction in Bermuda or any taxing jurisdiction (or any political
subdivision) whether or not such decision was rendered with respect to the
Company or the Guarantor, 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, each of the Company
and the Guarantor shall do or cause to be done all things necessary to preserve


                                      -34-
<PAGE>
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 or the Guarantor to preserve any such right or franchise if
the Company or the Guarantor, as the case may be, 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) 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 and Guarantor to Furnish Trustee Information as to
Names and Addresses of Securityholders. Each of the Company and the Guarantor
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;


                                      -35-
<PAGE>
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;

     (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.


                                      -36-
<PAGE>
          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 and the Guarantor) to the Securityholders of such series in
the manner and to extent provided in Trust Indenture Act Section 313(c), a brief
report, as provided by the Trust Indenture Act Sections 313(a) and (b).

     (b) A copy of each such report shall, at the time of such transmission to
the Securityholders of any series, be furnished to the Company and be filed by
the Trustee with each 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 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


                                      -37-
<PAGE>
     (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 or the Guarantor 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 and the Guarantor by the Trustee, or to the Company, the Guarantor
and the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of 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 or
the Guarantor 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 or the
Guarantor (other than Indebtedness which is non-recourse to the Company or the
Guarantor) 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 and the Guarantor by the Trustee or to the Company, the Guarantor and
the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of such series, specifying such default or event of
default and requiring the Company or the Guarantor, as the case may be, 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

     (e) the Company or the Guarantor 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 or the Guarantor 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


                                      -38-
<PAGE>
sequestrator (or similar official) of the Company or the Guarantor 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 or the Guarantor 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, the Guarantor 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
and the Guarantor by the Trustee or to the Company, the Guarantor and the
Trustee by the Holders of at least 25% in principal amount of the Outstanding
Securities of such series, specifying such failure to comply and requiring it to
be remedied and stating that such notice is a "Notice of Default"; or

     (i) the Guarantee ceases to be in full force and effect or the Guarantor or
any person acting on its behalf, shall deny or disaffirm the obligations of the
Guarantor under this Indenture or the Guarantee; or

     (j) 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), (i) or (j) 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 the Guarantor (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.

          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 or the Guarantor


                                      -39-
<PAGE>
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, the Guarantor 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 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


                                      -40-
<PAGE>
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, the Guarantor or other obligor
upon such Securities and collect in the manner provided by law out of the
property of the Company, the Guarantor 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, the Guarantor
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, the Guarantor 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, the
Guarantor or any other obligor on the Securities or, by other action of any
character in any such proceeding, to waive or change in any way any right of any
Holder of any Security, even though it may otherwise be entitled so to do under
any present or future law, all such power or authorization being hereby
expressly denied.

          All rights of action and of asserting claims under this Indenture or
under any of the Securities may be enforced by the Trustee without the
possession of any of the Securities or the production thereof in any trial or
other proceedings relative thereto, and


                                      -41-
<PAGE>
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 an
to the extent required by Article 17 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 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


                                      -42-
<PAGE>
(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 the
Guarantor, as the case may be, 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, the Guarantor 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 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


                                      -43-
<PAGE>
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 and the Guarantor, 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.

     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


                                      -44-
<PAGE>
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 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


                                      -45-
<PAGE>
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. Each of the Company
and the Guarantor 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 each of the Company and the Guarantor
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 time to time, and as often as may be
deemed expedient, by the Trustee or by such Holder, as the case may be.


                                      -46-
<PAGE>
                                    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 any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture.


                                      -47-
<PAGE>
          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 or
the Guarantor, as the case may be;

     (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 assured to the Trustee by the security afforded to it by
the terms of this Indenture, the


                                      -48-
<PAGE>
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 the Guarantor or, if paid by the Trustee or any
predecessor Trustee, shall be repaid by the Company or the Guarantor 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 or the Guarantor, or both, 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 or the Guarantor, as the case may be, 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 and the Guarantor 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 or the
Guarantees. The Trustee shall not be accountable for the use or application by
the Company of any of the Securities or of the proceeds thereof.


                                      -49-
<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, the Guarantor 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 the Guarantor and receive, collect, hold and retain collections from the
Company and the Guarantor 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. Each of the Company and the Guarantor, jointly and severally, covenants
and agrees to pay the Trustee from time to time, and the Trustee shall be
entitled to such compensation as the Company, the Guarantor 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 each of the
Company and the Guarantor, jointly and severally, 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. Each of the Company and the Guarantor, jointly and severally, 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 and the Guarantor 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


                                      -50-
<PAGE>
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 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


                                      -51-
<PAGE>
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 manner and with the effect hereinafter specified
in this Article. Neither the Company nor the Guarantor nor any Person directly
or indirectly controlling, controlled by, or under common control with the
Company or the Guarantor 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 the
Guarantor 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.

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

               (i) the Trustee shall fail to comply with the provisions of
     Section 310(b) of the Trust Indenture Act after written request therefor by
     the Company, by the Guarantor 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, by the Guarantor 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


                                      -52-
<PAGE>
     Securities for at least six months may, on behalf of himself and all others
     similarly situated, petition any court of competent jurisdiction for the
     removal of the Trustee and the appointment of a successor trustee. Such
     court may thereupon, after such notice, if any, as it may deem proper and
     prescribe, remove the Trustee and appoint a successor trustee.

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

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

     Section 7.11 Acceptance of Appointment by Successor Trustee. Any successor
trustee appointed as provided in Section 7.10 shall execute, acknowledge and
deliver to the Company, to the Guarantor 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, the Guarantor 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 and
the Guarantor 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.


                                      -53-
<PAGE>
     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 the trustee hereunder, provided that such
corporation shall be qualified under the provisions of 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 or the
Guarantor. 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,


                                      -54-
<PAGE>
the Authenticating Agent shall have its principal office and place of business
in the Borough of Manhattan, The City of New York.

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

          Any Authenticating Agent may at any time, and if it shall cease to be
eligible shall, resign by giving written notice of resignation to the Trustee
and to the Company. The Trustee may at any time terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company and the Guarantor. 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


                                      -55-
<PAGE>
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 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 Guarantor,
the Trustee and any agent of the Company, the Guarantor 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 Guarantor, the Trustee nor any agent of the Company, the Guarantor 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 Guarantor, the Trustee or any agent of the
Company, the Guarantor 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, the Guarantor or the Trustee or any
agent of the Company, the Guarantor 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,


                                      -56-
<PAGE>
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 and Guarantor 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 the Guarantor or any other obligor on the Securities with respect
to which such determination is being made or by any Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company or the Guarantor 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 the
Guarantor 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 the Guarantor 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 Guarantor, the Trustee and the Holders of all the Securities
affected by such action.


                                      -57-
<PAGE>
                                   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:

     (a) to give any notice to the Company or the Guarantor 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 Guarantor or Holders. In case at
any time the Company or the Guarantor pursuant to a resolution of its respective
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 the Guarantor 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


                                      -58-
<PAGE>
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 and any
representatives of the Guarantor and its counsel.

     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 the Guarantor or by Holders of Securities as provided in Section 9.3,
in which case the Company or the Guarantor 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


                                      -59-
<PAGE>
representatives by proxy and the serial number or numbers of the Securities held
or represented by them. The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against
any resolution and who shall make and file with the secretary of the meeting
their verified written reports in duplicate of all votes cast at the meeting. A
record in duplicate of the proceedings of each meeting of holders shall be
prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more Persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was mailed as provided in Section 9.2. The record shall show the serial
numbers of the Securities voting in favor of or against any resolution. The
record shall be signed and verified by the affidavits of the permanent chairman
and secretary of the meeting and one of the duplicates shall 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 and the Guarantor,
when authorized by a resolution of their respective 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 the
Guarantor, or successive successions, and the assumption by the successor Person
of the covenants, agreements and obligations of the Company or the Guarantor, as
the case may be, under this Indenture and the Securities or the Guarantees, as
the case may be, in each case in compliance with the Indenture;

     (c) to add to the covenants of the Company or the Guarantor such further
covenants, restrictions, conditions or provisions as the Board of Directors of
the


                                      -60-
<PAGE>
Company or the Guarantor, as the case may be, 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 or the Guarantor,
and to make the occurrence and continuance of a default in any such additional
covenants, restrictions, conditions or provisions an Event of Default permitting
the enforcement of all or any of the several remedies provided in this Indenture
as herein set forth; provided that in respect of any such additional covenant,
restriction, condition or provision such supplemental indenture may provide for
a particular period of grace after default (which period may be shorter or
longer than that allowed in the case of other defaults) or may provide for an
immediate enforcement upon such an Event of Default or may limit the remedies
available to the Trustee upon such an Event of Default or may limit the right of
the Holders of a majority in aggregate principal amount of the Securities of
such series to waive such an Event of Default;

     (d) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture; or to make such other provisions in regard to matters or questions
arising under this Indenture or under any 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 add any additional Guarantees with respect to all or any series of
Securities (as shall be specified in such supplemental indenture)

     (j) 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


                                      -61-
<PAGE>
affect the interests of any Holder of an Outstanding Security of such series or
any other Outstanding Security in any material respect;

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

     (l) 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;

     (m) 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;

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

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

     (p) 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 and the
Guarantor 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 and the Guarantor, when authorized by a resolution of their
respective Board of Directors, and the Trustee may, from time to time and at any
time, enter into an indenture or indentures


                                      -62-
<PAGE>
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 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
or the Guarantor 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 and the Guarantor, accompanied by
their respective Board Resolutions 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 and the Guarantor 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


                                      -63-
<PAGE>
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, the Guarantor and the Trustee of any supplemental indenture
pursuant to the provisions of Section 10.2, the Company shall mail a notice
thereof by first-class mail to the Holders of Securities of each series affected
thereby at their addresses as they shall appear on the Security Register,
setting forth in general terms the substance of such supplemental indenture. Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture.

     Section 10.4 Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions of this Article, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith, but only with regard to the Securities of each series affected by
such supplemental indenture, and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company, the Guarantor 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, the Guarantor 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, the Guarantees endorsed thereon may be executed by
the Guarantor and such securities may be 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.


                                      -64-
<PAGE>
                                   ARTICLE 11

                   CONSOLIDATION, AMALGAMATION, MERGER OR SALE

     Section 11.1 Company and Guarantor 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 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.

          The Guarantor shall not consolidate or amalgamate with or merge into
any other Person (whether or not affiliated with the Guarantor), or convey,
transfer, sell or lease its properties and assets as an entirety or
substantially as an entirety to any other Person (whether or not affiliated with
the Guarantor), and the Guarantor shall not permit any other Person (whether or
not affiliated with the Guarantor) to consolidate or amalgamate with or merge
into the Guarantor, unless:

               (x) in case the Guarantor shall consolidate or amalgamate with or
     merge into another Person or convey, transfer or lease its properties and
     assets


                                      -65-
<PAGE>
     as an entirety or substantially as an entirety to any Person, the Person
     formed by such consolidation or amalgamation or into which the Guarantor is
     merged or the Person which acquires by conveyance or transfer, or which
     leases, the properties and assets of the Guarantor as an entirety or
     substantially as an entirety shall be a Corporation or limited liability
     company organized and existing under the laws of the United States of
     America, any state thereof or the District of Columbia, Bermuda, or any
     other country (including under the laws of any state, province or other
     political subdivision thereof) which is on the date of this Indenture a
     member of the Organization for Economic Cooperation and Development, and
     shall expressly assume, by an indenture (or indentures, if at such time
     there is more than one Trustee) supplemental hereto, executed by the
     successor Person and delivered to the Trustee the due and punctual payment
     of the principal of, any premium and interest on and any Additional Amounts
     with respect to all the Securities and the performance of every obligation
     in this Indenture and the Guarantees on the part of the Guarantor to be
     performed or observed; and

               (y) immediately after giving effect to such transaction and
     treating any indebtedness which becomes an obligation of the Guarantor 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 Guarantor, as
the case may be, 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 or the Guarantor with or merger of the Company or
the Guarantor into any other Person or any lease, sale, assignment, or transfer
of all or substantially all of the property and assets of the Company or the
Guarantor in accordance with Section 11.1, the successor Person formed by such
consolidation or amalgamation or into which the Company or the Guarantor 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 or the
Guarantor under this Indenture with the same effect as if such successor Person
or Persons had been named as the Company or the Guarantor 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.


                                      -66-
<PAGE>
                                   ARTICLE 12

                    SATISFACTION AND DISCHARGE OF INDENTURE,
                                UNCLAIMED MONEYS

     Section 12.1 Satisfaction and Discharge of Securities of Any Series. The
Company and the Guarantor 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 the Guarantor and
     thereafter repaid to the Company and the Guarantor 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 and the Guarantor have 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;


                                      -67-
<PAGE>
          (B) the Company and the Guarantor have 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 and the Guarantor have 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 and the Guarantor have 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 and the Guarantor; provided,
however, that the Company and the Guarantor 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 or the
Guarantor 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 or the Guarantor upon
Guarantor Request, as the case may be.

     Section 12.2 Defeasance and Covenant Defeasance. (a) Unless pursuant to
Section 3.1, either or both of (i) defeasance of the Securities of or within a
series under clause (b) of this Section 12.2 shall not be applicable with
respect to the Securities of


                                      -68-
<PAGE>
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 and the Guarantor may at their
options by their respective Board Resolutions, at any time, with respect to such
Securities, elect to have Section 12.2(b) or Section 12.2(c) be applied to such
Outstanding Securities upon compliance with the conditions set forth below in
this Section 12.2.

     (b) Upon the Company's and the Guarantor'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 and the Guarantor 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 and the Guarantor 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 the Guarantor or exchange such Securities for other
securities; (ii) the obligations of the Company, the Guarantor 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 the Guarantor 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 and the
Guarantor may exercise its option under this Section 12.2(b) notwithstanding the
prior exercise of its option under clause (c) of this Section 12.2 with respect
to such Securities.

     (c) Upon the Company's and the Guarantor'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 and the Guarantor shall be released from their 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


                                      -69-
<PAGE>
(hereinafter, "covenant defeasance"), and such Securities shall thereafter be
deemed to be not "Outstanding" for the purposes of any direction, waiver,
consent or declaration or Act of Holders (and the consequences of any thereof)
in connection with any such covenant or obligation, but shall continue to be
deemed "Outstanding" for all other purposes hereunder. For this purpose, such
covenant defeasance means that, with respect to such Outstanding Securities, the
Company and the Guarantor may omit to comply with, and shall have no liability
in respect of, any term, condition or limitation set forth in any such Section
or such other covenant or obligation, whether directly or indirectly, by reason
of any reference elsewhere herein to any such Section or such other covenant or
obligation or by reason of reference in any such Section or such other covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a default or an Event of Default under Section 6.1
but, except as specified above, the remainder of this Indenture and such
Securities shall be unaffected thereby.

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

               (i) The Company and the Guarantor 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.


                                      -70-
<PAGE>
               (ii) No Event of Default or event which with notice or lapse of
     time or both would become an Event of Default with respect to such
     Securities shall have occurred and be continuing on the date of such
     deposit (after giving effect thereto) and, with respect to defeasance only,
     no event described in Section 6.1(f) or (g) at any time during the period
     ending on the 91st day after the date of such deposit (it being understood
     that this condition shall not be deemed satisfied until the expiration of
     such period).

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

               (iv) In the case of an election under clause (b) of this Section
     12.2 for which the Place of Payment is within the United States, the
     Company and the Guarantor shall have delivered to the Trustee an Opinion of
     Counsel stating that (i) the Company has received from the Internal Revenue
     Service a 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 and the Guarantor 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 and the
     Guarantor 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 or the Guarantor under any Federal
     or State bankruptcy, insolvency, reorganization or other similar law, or
     any decree or order for relief in respect of the Company or the Guarantor
     issued in connection therewith (for which purpose such Opinion of Counsel
     may assume that no Holder is an "insider").


                                      -71-
<PAGE>
               (vii) With respect to defeasance only, the Company and the
     Guarantor 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 or the Guarantor.

               (viii) The Company and the Guarantor 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 or the Guarantor in
     connection therewith pursuant to Section 3.1.

     (e) Unless otherwise specified in or pursuant to this Indenture, if, after
a deposit referred to in Section 12.2(d)(i) has been made, (i) the Holder of a
Security in respect of which such deposit was made is entitled to, and does,
elect pursuant to Section 3.1 or the terms of such Security to receive payment
in a Currency other than that in which the deposit pursuant to Section
12.2(d)(i) has been made in respect of such Security, or (ii) a Conversion Event
occurs in respect of the Foreign Currency in which the deposit pursuant to
Section 12.2(d)(i) has been made, the indebtedness represented by such Security
shall be deemed to have been, and will be, fully discharged and satisfied
through the payment of the principal of (and premium, if any), and interest, 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 and the Guarantor 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 or to the Guarantor from time to time upon Guarantor Request any money
or Government Obligations (or other property and any proceeds therefrom) held by
it as provided in clause (d) of this Section 12.2 which, in the opinion of a
nationally recognized firm of


                                      -72-
<PAGE>
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, the Guarantor 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 or the Guarantor 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 or the Guarantor, 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 or the Guarantor 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 or the Guarantor for the payment thereof; provided, however, that
the Company or the Guarantor 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 or the Guarantor.

          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 and the Guarantor's obligations under this
Indenture and the Securities shall


                                      -73-
<PAGE>
be revived and reinstated as though no deposit had occurred pursuant to Section
12.1 or Section 12.2 until such time as the Trustee or Paying Agent is permitted
to apply all such money in accordance with Section 12.3; provided, however, that
if the Company or the Guarantor 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 or the Guarantor, as the case may
be, 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
and Guarantor 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 the Guarantor or of any
successor, either directly or through the Company or the Guarantor 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
the Guarantor, 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 and Guarantor Bound by
Indenture. All the covenants, stipulations, promises and agreements in this
Indenture


                                      -74-
<PAGE>
contained by or on behalf of the Company and the Guarantor shall bind their
respective successors and assigns, whether so expressed or not.

     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 or the
Guarantor may be given or served by registered mail addressed (until another
address is filed by the Company with the Trustee) as follows: to the Company,
Platinum Underwriters Finance, Inc., 2 World Financial Center, 225 Liberty
Street, 23rd Floor, New York, NY 10281, Attention: Secretary; and to the
Guarantor, 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 or the
Guarantor 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


                                      -75-
<PAGE>
condition precedent) have been complied with, except that in the case of any
such application or demand as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or demand, no additional certificate or opinion need be
furnished.

          Each certificate or opinion provided for in this Indenture (other than
annual certificates provided pursuant to Section 4.7) 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 or
the Guarantor may be based, insofar as it relates to legal matters, upon a
certificate or opinion of or representations by counsel, unless such officer
knows 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 or the Guarantor, as the case may be,
upon the certificate, statement or opinion of or representations by an officer
or officers of the Company or the Guarantor, as the case may be, 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
the Guarantor 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 or the Guarantor, 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.


                                      -76-
<PAGE>
     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 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. Each of the Company and the Guarantor
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


                                      -77-
<PAGE>
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 the Uniform Commercial Code or similar legislation, as now or
hereafter enacted and in effect in any jurisdiction where property of the
Company or the Guarantor or their respective Subsidiaries is or may be located.

     Section 13.13 Submission to Jurisdiction. Each of the Company and the
Guarantor 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, each of the Company and the Guarantor 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. Each of the Company and the
Guarantor 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. Each of the Company and the Guarantor 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 the Company, Platinum Underwriters Finance, Inc., 2 World Financial
Center, 225 Liberty Street, 23rd Floor, New York, New York 10281, Attention:
Secretary; and to the Guarantor, 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 or the Guarantor to be effective and binding service on it in every
respect whether or not the Company or the Guarantor, as the case may be, 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 or the Guarantor 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. Each of the Company and the
Guarantor 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 or the Guarantor
hereunder shall be outstanding. The Trustee shall not be obligated and shall
have no responsibility with respect to any failure by the Company or the
Guarantor 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


                                      -78-
<PAGE>
Holder to institute proceedings against the Company or the Guarantor or both 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.

                                   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.


                                      -79-
<PAGE>
          If fewer than all the Securities of any series are to be redeemed the
notice of redemption shall specify the numbers of the Securities of such series
to be redeemed. In case any Security of any series is to be redeemed in part
only, the notice of redemption shall state the portion of the principal amount
thereof to be redeemed and shall state that on and after the Redemption Date,
upon surrender of such Security, a new Security or Securities of such series in
principal amount equal to the unredeemed portion thereof will be issued, or, in
the case of Securities providing appropriate space for such notation, at the
option of the Holders the Trustee, in lieu of delivering a new Security or
Securities as aforesaid, may make a notation on such Security of the payment of
the redeemed portion thereof.

          On or before 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 or the Guarantor 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 or the Guarantor 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.


                                      -80-
<PAGE>
          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 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 or the Guarantor 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


                                      -81-
<PAGE>
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 having endorsed
thereon a Guarantee or Guarantees executed by the Guarantor.

          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 having endorsed thereon a Guarantee or Guarantees executed by the
Guarantor.

          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 or the
Guarantor 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.


                                      -82-
<PAGE>
     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 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


                                      -83-
<PAGE>
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 (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

                                   GUARANTEES

     Section 16.1 Guarantee. The Guarantor hereby absolutely, fully and
unconditionally and irrevocably guarantees to each Holder of a Security
authenticated and delivered by the Trustee, and to the Trustee on behalf of each
such Holder, (a) the due and punctual payment of the principal of, premium, if
any, and interest, if any, on each such Security and the due and punctual
payment of any sinking fund payments provided for pursuant to the terms of such
Security when and as the same shall become due and payable, whether a the Stated
Maturity, by declaration of acceleration, call for redemption or otherwise, (b)
the due and punctual payment of interest on overdue principal of and interest on
each such Security, if any, if lawful, and (c) the due and punctual of any and
all other payments due to the Holder of each such Security all in accordance
with the terms of such Security, if any, if lawful, and (d) the due and punctual
payment of any and all other payments due to the Holder of each such Security or
to the Trustee all in accordance with the terms of such Security and of this
Indenture. In case


                                      -84-
<PAGE>
of the failure of the Company punctually to make any such payment of principal
(or premium, if any) of interest, if any, or sinking fund payment, the Guarantor
hereby agrees to cause any such payment to be made punctually when and as the
same shall become due and payable, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise, and as if such
payment were made by the Company. The Guarantee hereunder is intended to be a
general, unsecured obligation of the Guarantor and will be subordinated in right
of payment to all Senior Indebtedness of the Guarantor.

          The Guarantor hereby agrees that its obligations hereunder are a
guaranty of payment and not a guaranty of collection or performance and shall be
unconditional and absolute, irrespective of the validity, regularity or
enforceability of such Security or this Indenture or any limitation of the
Company thereunder or any limitations on the method or terms of payment
thereunder which may now or hereafter be caused or imposed in any manner
whatsoever, the absence of any action to enforce the same, any waiver or consent
by the Holder of such Security or by the Trustee with respect to any provisions
thereof or of this Indenture, the obtaining of any judgment against the Company
or any action to enforce the same or any other circumstances which might
otherwise constitute a legal or equitable discharge or defense of a guarantor.
The Guarantor hereby waives the benefits of division and discussion, diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest or notice with respect of such Security or the
indebtedness evidenced thereby or with respect to any sinking fund payment
required pursuant to the terms of such Security and all demands whatsoever, and
covenants that this Guarantee will not be discharged except by complete
performance of the obligations contained in the Securities and in the
Guarantees.

          Without limiting the generality of the foregoing, the Guarantor hereby
agrees that the obligations of the Guarantor hereunder shall not be released,
affected or impaired by assignment or transfer in whole or in part of such
Security whether or not made without notice to or the consent of the Guarantor
and shall not be subject to any reduction, limitation, impairment or termination
for any reason, including any claim or waiver, release, surrender, alteration or
compromise, and shall not be subject to any defense of, including, but not
limited to, setoff, counterclaim, recoupment or termination whatsoever, and that
such obligations shall not be released, affected or impaired regardless of
whether or not any Holder or such Security, or anyone on behalf of any such
Holder shall have instituted any suit, action or proceeding or exhausted its
remedies or taken any steps to enforce any rights against the Company or any
other person to compel any such performance or observance or to collect all or
part of any such amount, either pursuant to the provisions of this Indenture or
such Security or at law or in equity, and regardless of any other condition or
contingency, or by reason of the invalidity, illegality or unenforceability of
such Security or this Indenture or otherwise and that such obligations shall not
be discharged or impaired or otherwise affected by the failure of the Trustee or
any Holder of such Security to asset any claim or demand or to enforce any
remedy under this Indenture or such Security, any other guarantee or any other
agreement, by any waiver, amendment, indulgence or modification (whether
material or otherwise) of any provision of any thereof, by any default, failure
or delay, willful or


                                      -85-
<PAGE>
otherwise, in the performance of any obligations under this Indenture, such
Security or this Guarantee, or by the voluntary or involuntary liquidation, sale
or other disposition of all or substantially all of the assets of the Company or
the Guarantor, or any receivership, insolvency, bankruptcy, reorganization, or
other similar proceedings, affecting the Company or any of its assets, or the
release of any property from the lien and security interest created by this
Indenture or such Security or of any other security for such Security, or the
release or discharge of the Company or the Guarantor from the performance or
observance of any agreement, covenant, term or condition contained in this
Indenture or such Security by operation of law, or the merger or consolidation
of the Company or the Guarantor, or any other cause, whether similar or
dissimilar to the foregoing, or by any other act or omission that may or might
in any manner or to the extent vary the risk or obligations of the Guarantor or
that would otherwise operate as a discharge or a surety or guarantor as a matte
of law or equity (other than the performance of the obligations contained in
such Security and in this Guarantee).

          If the Trustee or the Holder of any Security is required by any court
or otherwise to return to the Company or the Guarantor, or any custodian,
receiver, liquidator, trustee, sequestrator or other similar official acting in
relation to the Company or the Guarantor, any amount paid to the Trustee or such
Holder in respect of a Security, this Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect. The Guarantor further
agrees, to the fullest extent that it lawfully may do so, that, as between the
Guarantor, on the one hand, and the Holders and the Trustee, on the other hand,
the maturity of the obligations guaranteed hereby may be accelerated as provided
in ARTICLE 6 hereof for the purposes of this Guarantee, notwithstanding any
stay, injunction or other prohibition extant under any applicable bankruptcy law
preventing such acceleration in respect of the obligations guaranteed hereby.

          The Guarantor shall be subrogated to all rights of the Holders of the
Securities of a particular series against the Company in respect of any amounts
paid by the Guarantor on account of the Securities of such Series pursuant to
the provisions of the Guarantees of this Indenture; provided, however, that the
Guarantor shall not be entitled to enforce or to receive any payments arising
our of, or based upon, such right of subrogation until the principal of (and
premium, if any) and interest, if any, on all Securities of such series issued
hereunder shall have been paid in full.

     Section 16.2 Execution and Delivery of Guarantees. To evidence its
guarantee provided in Section 16.1, the Guarantor hereby agrees to execute the
Guarantees, in a form established pursuant to Section 2.2, to be endorsed on
each Security authenticated and delivered by the Trustee. Each such Guarantee
shall be executed on behalf of the Guarantor by its chairman, vice chairman,
president, any vice president, chief executive officer, chief financial 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
Guarantor may be in the form of a facsimile thereof and may be impressed,
affixed, imprinted or otherwise reproduced thereon.


                                      -86-
<PAGE>
          Guarantees bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Guarantor shall bind the
Guarantor, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of the Securities
upon which such Guarantees are endorsed or did not hold such offices at the date
of such Securities.

          The delivery of any Security by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Guarantee endorsed
thereon on behalf of the Guarantor. The Guarantor hereby agrees that its
Guarantee set forth in Section 16.1 shall remain in full force and effect
notwithstanding any failure to endorse on each Security a notation of such
Guarantee.

     Section 16.3 Subordination of Guarantees. The obligations of the Guarantor
under the Guarantee pursuant to this Article 16 shall be junior and subordinated
to the prior payment in full in cash of all Senior Indebtedness of the Guarantor
(including interest after the commencement of any proceeding of the type
described in Section 17.1 with respect to the Guarantor at the rate specified in
the applicable Senior Indebtedness of the Guarantor, whether or not such
interest would be an allowed claim in such proceeding) of the Guarantor, in each
case on the same basis as the Securities are junior and subordinated to Senior
Indebtedness, as set forth in Article 17 mutatis mutandis. For the purposes of
the foregoing sentence, the Trustee and the Holders shall have the right to
receive and/or retain payments by the Guarantor only at such times as they may
receive and/or retain payments and distributions in respect of the Securities
pursuant to this Indenture, including Article 17 hereof.

                                   ARTICLE 17

                           SUBORDINATION OF SECURITIES

     Section 17.1 Agreement to Subordinate. The Company and the Guarantor
covenant and agree, and each holder of Securities issued hereunder and under any
supplemental indenture or by any resolutions by the Board of Directors of the
Company and the Guarantor ("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 17; 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 and the payment by the Guarantor of any obligation
due under any Guarantees 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 or the Guarantor, as the case may be, 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.


                                      -87-
<PAGE>
     No provision of this Article 17 shall prevent the occurrence of any default
or Event of Default hereunder.

     Section 17.2 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.

     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 17.2, 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 17.3 Liquidation; Dissolution; Bankruptcy. Upon any payment by the
Company or the Guarantor or distribution of assets of the Company or the
Guarantor of any kind or character, whether in cash, property or securities, to
creditors upon any dissolution, winding-up, liquidation or reorganization of the
Company or the Guarantor, whether voluntary or involuntary or in bankruptcy,
insolvency, receivership or other proceedings, all amounts due upon all Senior
Indebtedness of the Company or the Guarantor, as the case may be, 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 or the Guarantor, as the case
may be, 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 the Guarantor, or distribution of
assets of the Company or the Guarantor 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 17, shall be paid by the Company or the Guarantor, as the case may be,
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 or the Guarantor, as the case may be (pro rata to
such holders on the basis of the amounts of Senior Indebtedness held by such
holders, as calculated by the Company or the Guarantor, as the case may be), 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


                                      -88-
<PAGE>
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 or the Guarantor 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 or the
Guarantor 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 or the Guarantor, for
application to the payment of all Senior Indebtedness of the Company or the
Guarantor, as the case may be, remaining unpaid to the extent necessary to pay
such Senior Indebtedness in full in money in accordance with its terms, after
giving effect to any concurrent payment or distribution to or for the benefit of
the holders of such Senior Indebtedness.

     For purposes of this Article 17, the words "cash, property or securities"
shall not be deemed to include shares of the Company or the Guarantor as
reorganized or readjusted, or securities of the Company or the Guarantor 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
17 with respect to the Securities to the payment of all Senior Indebtedness of
the Company or the Guarantor, as the case may be, 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 or the Guarantor with, or the merger of the Company
or the Guarantor into, another corporation or the liquidation or dissolution of
the Company or the Guarantor 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 17.3 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 17.2 or in this Section 17.3
shall apply to claims of, or payments to, the Trustee under or pursuant to
Section 7.6 of this Indenture.

     Section 17.4 Subrogation. Subject to the payment in full of all Senior
Indebtedness of the Company or the Guarantor, 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 or the
Guarantor, as the case may be, 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


                                      -89-
<PAGE>
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 17, and no payment over pursuant to the
provisions of this Article 17 to or for the benefit of the holders of such
Senior Indebtedness by Holders or the Trustee, shall, as between (i) the
Company, its creditors other than holders of Senior Indebtedness of the Company,
and the holders of the Securities, or (ii) the Guarantor, its creditors other
than the holders of Senior Indebtedness of the Guarantor, and the holders of the
Securities, be deemed to be a payment by the Company or the Guarantor, as the
case may be, to or on account of such Senior Indebtedness. It is understood that
the provisions of this Article 17 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 17 or elsewhere in this Indenture, any
Additional Provisions or in the Securities is intended to or shall impair, as
between (i) the Company, its creditors other than the holders of Senior
Indebtedness of the Company, and the holders of the Securities, or (ii) the
Guarantor, its creditors other than the holders of Senior Indebtedness of the
Guarantor, and the holders of the Securities, the obligation of the Company or
the Guarantor, as the case may be, 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 or the
Guarantor, as the case may be, other than the holders of Senior Indebtedness of
the Company or the Guarantor, as the case may be, nor shall anything herein or
therein prevent the Trustee or 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 17 of the holders of such
Senior Indebtedness in respect of cash, property or securities of the Company or
the Guarantor, as the case may be, received upon the exercise of any such
remedy.

     Upon any payment or distribution of assets of the Company or the Guarantor
referred to in this Article 17, 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 or the Guarantor, as the case may be, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article 17.

     Section 17.5 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 17 and
appoints the Trustee such Securityholder's attorney-in-fact for any and all such
purposes.


                                      -90-
<PAGE>
     Section 17.6 Notice by the Company and the Guarantor. The Company or the
Guarantor shall give prompt written notice to a Responsible Officer of any fact
known to the Company or the Guarantor 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 17. Notwithstanding the provisions of this
Article 17 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
17, unless and until a Responsible Officer shall have received written notice
thereof from the Company or the Guarantor 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 17.6 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 the Guarantor, as the case may be (or a trustee 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 17, 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 17, 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 17.7 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 17 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 or the
Guarantor, the Trustee undertakes to perform or to observe only such of its
covenants and obligations as are specifically set forth in this Article 17, 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


                                      -91-
<PAGE>
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, the Guarantor or any other Person money
or assets to which any holder of such Senior Indebtedness shall be entitled by
virtue of this Article 17 or otherwise.

     Nothing in this Article 17 shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 7.6.

     Section 17.8 Subordination May Not Be Impaired. No right of any present or
future holder of any Senior Indebtedness of the Company or the Guarantor 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 the Guarantor, as the case may be, or by any act or failure to act in good
faith by any such holder, or by any noncompliance by the Company or the
Guarantor, as the case may be, 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 or the Guarantor 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 17 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
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 or the Guarantor, as the case may
be, and any other Person.


                                      -92-
<PAGE>
          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed as a deed as of the date above written.

                                        PLATINUM UNDERWRITERS FINANCE, INC.,
                                        as Issuer


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


                                        PLATINUM UNDERWRITERS HOLDINGS, LTD.,
                                        as Guarantor


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


                                      -93-
<PAGE>
                                        JPMORGAN CHASE BANK N.A., as Trustee


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


                                      -94-