<PAGE>


                                                                  EXHIBIT 4.4

                      PLATINUM UNDERWRITERS HOLDINGS, LTD.

                                      AND

                              JPMORGAN CHASE BANK,

                           AS PURCHASE CONTRACT AGENT

                          PURCHASE CONTRACT AGREEMENT

                          DATED AS OF NOVEMBER 1, 2002

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                                TABLE OF CONTENTS

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                                    ARTICLE I
                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION
SECTION 1.1 Definitions .........................................................      1
SECTION 1.2 Compliance Certificates and Opinions ................................     15
SECTION 1.3 Form of Documents Delivered to Agent ................................     16
SECTION 1.4 Acts of Holders; Record Dates .......................................     17
SECTION 1.5 Notices .............................................................     18
SECTION 1.6 Notice to Holders; Waiver ...........................................     19
SECTION 1.7 Effect of Headings and Table of Contents ............................     20
SECTION 1.8 Successors and Assigns ..............................................     20
SECTION 1.9 Separability Clause .................................................     20
SECTION 1.10 Benefits of Agreement ..............................................     20
SECTION 1.11 Governing Law; Jurisdiction ........................................     20
SECTION 1.12 Legal Holidays .....................................................     21
SECTION 1.13 Counterparts .......................................................     22
SECTION 1.14 Inspection of Agreement ............................................     22
SECTION 1.15 Appointment of Financial Institution as Agent for the Company ......     22
SECTION 1.16 No Waiver ..........................................................     22

                                   ARTICLE II
                                CERTIFICATE FORMS

SECTION 2.1 Forms of Certificates Generally .....................................     22
SECTION 2.2 Form of Agent's Certificate of Authentication .......................     24

                                   ARTICLE III
                                    THE UNITS

SECTION 3.1 Title and Terms; Denominations ......................................     24
SECTION 3.2 Rights and Obligations Evidenced by the Certificates ................     24
SECTION 3.3 Execution, Authentication, Delivery and Dating ......................     25
SECTION 3.4 Temporary Certificates ..............................................     26
SECTION 3.5 Registration; Registration of Transfer and Exchange .................     27
SECTION 3.6 Book-Entry Interests ................................................     28
SECTION 3.7 Notices to Holders ..................................................     29
SECTION 3.8 Appointment of Successor Clearing Agency ............................     29
SECTION 3.9 Definitive Certificates .............................................     29
SECTION 3.10 Mutilated, Destroyed, Lost and Stolen Certificates .................     30
SECTION 3.11 Persons Deemed Owners ..............................................     31
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SECTION 3.12 Cancellation .......................................................     32
SECTION 3.13 Establishment of Stripped Units ....................................     32
SECTION 3.14 Reestablishment of Normal Units ....................................     34
SECTION 3.15 Transfer of Collateral upon Occurrence of Termination Event ........     35
SECTION 3.16 No Consent to Assumption ...........................................     36
SECTION 3.17 CUSIP Numbers ......................................................     36

                                     ARTICLE IV
                                     THE NOTES

SECTION 4.1 Payment of Interest; Rights to Interest Payments
               Preserved; Notice ................................................     36
SECTION 4.2 Notice and Voting ...................................................     37
SECTION 4.3 Tax Event Redemption ................................................     38
SECTION 4.4 Consent to Treatment for Tax Purposes ...............................     39
SECTION 4.5 Prepayment of Notes .................................................     39

                                    ARTICLE V
                     THE PURCHASE CONTRACTS; THE REMARKETING

SECTION 5.1 Purchase of Common Shares ...........................................     40
SECTION 5.2 Contract Adjustment Payments ........................................     41
SECTION 5.3 Deferral of Contract Adjustment Payments ............................     48
SECTION 5.4 Payment of Purchase Price; Remarketing ..............................     49
SECTION 5.5 Issuance of Common Shares ...........................................     54
SECTION 5.6 Adjustment of Settlement Rate .......................................     55
SECTION 5.7 Notice of Adjustments and Certain Other Events ......................     62
SECTION 5.8 Termination Event; Notice ...........................................     63
SECTION 5.9 Early Settlement ....................................................     63
SECTION 5.10 Early Settlement Upon Cash Merger ..................................     65
SECTION 5.11 Charges and Taxes ..................................................     67
SECTION 5.12 No Fractional Shares ...............................................     68

                                   ARTICLE VI
                                    REMEDIES

SECTION 6.1 Unconditional Right of Holders to Receive Purchase Contract
               Adjustment Payments and Purchase Common Shares ...................     68
SECTION 6.2 Restoration of Rights and Remedies ..................................     68
SECTION 6.3 Rights and Remedies Cumulative ......................................     69
SECTION 6.4 Delay or Omission Not Waiver ........................................     69
SECTION 6.5 Undertaking for Costs ...............................................     69
SECTION 6.6 Waiver of Stay or Extension Laws ....................................     69
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                                       ii
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                                   ARTICLE VII
                                   THE AGENT

SECTION 7.1 Certain Duties and Responsibilities .................................     70
SECTION 7.2 Notice of Default ...................................................     71
SECTION 7.3 Certain Rights of Agent .............................................     71
SECTION 7.4 Not Responsible for Recitals or Issuance of Units ...................     72
SECTION 7.5 May Hold Units ......................................................     72
SECTION 7.6 Money Held in Custody ...............................................     72
SECTION 7.7 Compensation and Reimbursement ......................................     72
SECTION 7.8 Corporate Agent Required; Eligibility ...............................     73
SECTION 7.9 Resignation and Removal; Appointment of Successor ...................     74
SECTION 7.10 Acceptance of Appointment by Successor .............................     75
SECTION 7.11 Merger, Conversion, Consolidation or Succession to Business ........     75
SECTION 7.12 Preservation of Information ........................................     76
SECTION 7.13 No Obligations of Agent ............................................     76
SECTION 7.14 Tax Compliance .....................................................     76

                                  ARTICLE VIII
                             SUPPLEMENTAL AGREEMENTS

SECTION 8.1 Supplemental Agreements Without Consent of Holders ..................     77
SECTION 8.2 Supplemental Agreements with Consent of Holders .....................     77
SECTION 8.3 Execution of Supplemental Agreements ................................     79
SECTION 8.4 Effect of Supplemental Agreements ...................................     79
SECTION 8.5 Reference to Supplemental Agreements ................................     79

                                   ARTICLE IX
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 9.1 Covenant Not to Merge, Consolidate, Sell or Convey Property Except
               Under Certain Conditions .........................................     79
SECTION 9.2 Rights and Duties of Successor Corporation ..........................     80
SECTION 9.3 Opinion of Counsel Given to Agent ...................................     80

                                    ARTICLE X
                                    COVENANTS

SECTION 10.1 Performance Under Purchase Contracts ...............................     81
SECTION 10.2 Maintenance of Office or Agency ....................................     81
SECTION 10.3 Company to Reserve Common Shares ...................................     81
SECTION 10.4 Covenants as to Common Shares ......................................     82
SECTION 10.5 Statements of Officer of the Company as to Default .................     82
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                                      iii
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EXHIBIT A      Form of Normal Units Certificate
EXHIBIT B      Form of Stripped Units Certificate
EXHIBIT C      Instruction from Purchase Contract Agent to Collateral Agent
EXHIBIT D      Instruction to Purchase Contract Agent
EXHIBIT E      Notice to Settle by Separate Cash
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                                       iv
<PAGE>

            PURCHASE CONTRACT AGREEMENT, dated as of November 1, 2002, between
Platinum Underwriters Holdings, Ltd., a Bermuda corporation (the "Company"), and
JPMorgan Chase Bank, a New York banking corporation, acting as purchase contract
agent and attorney-in-fact for the Holders of Units from time to time (the
"Agent").

                                    RECITALS

            The Company has duly authorized the execution and delivery of this
Agreement and the Certificates evidencing the Units.

            All things necessary to make the Purchase Contracts, when the
Certificates are executed by the Company and authenticated, executed on behalf
of the Holders and delivered by the Agent, as provided in this Agreement, the
valid obligations of the Company, and to constitute this Agreement a valid
agreement of the Company, in accordance with its terms, have been done.

                                  WITNESSETH:

            For and in consideration of the premises and the purchase of the
Units by the Holders thereof, it is mutually agreed as follows:

                                   ARTICLE I

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

            SECTION 1.1 Definitions.

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

            (a) the terms defined in this Article have the meanings assigned to
      them in this Article and include the plural as well as the singular, and
      nouns and pronouns of the masculine gender include the feminine and neuter
      genders;

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

            (c) the words "herein," "hereof" and "hereunder" and other words of
      similar import refer to this Agreement as a whole and not to any
      particular Article, Section or other subdivision; and

<PAGE>

            (d) the following terms have the meanings given to them in this
      Section 1.1(d):

            "Act" when used with respect to any Holder, has the meaning
      specified in Section 1.4(a).

            "Affiliate" has the same meaning as given to that term in Rule 405
      of the Securities Act or any successor rule thereunder.

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

            "Agent-purchased Treasury Consideration" has the meaning specified
      in Section 5.4(b)(i).

            "Agreement" means this agreement as originally executed or as it may
      from time to time be supplemented or amended by one or more agreements
      supplemental hereto entered into pursuant to the applicable provisions
      hereof.

            "Applicable Market Value" has the meaning specified in Section
      5.1(c).

            "Bankruptcy Code" means Title 11 of the United States Code, or any
      other law of the United States that from time to time provides a uniform
      system of bankruptcy laws.

            "Beneficial Owner" means, with respect to a Book-Entry Interest, a
      Person who is the beneficial owner of such Book-Entry Interest as
      reflected on the books of the Clearing Agency or on the books of a Person
      maintaining an account with such Clearing Agency (directly as a Clearing
      Agency Participant or as an indirect participant, in each case in
      accordance with the rules of such Clearing Agency).

            "Board of Directors" means either the Board of Directors of the
      Company or the Executive Committee of such Board or any other committee of
      such Board duly authorized to act generally or in any particular respect
      for the Board hereunder.

            "Board Resolution" means (i) a copy of a resolution certified by the
      Secretary or the Assistant Secretary of the Company to have been duly
      adopted by the Board of Directors and to be in full force and effect on
      the date of such certification, (ii) a copy of a unanimous written consent
      of the Board of Directors or (iii) a certificate signed by the authorized
      officer or officers to whom the Board of Directors has delegated its
      authority, and in each case, delivered to the Agent.


                                       2
<PAGE>

            "Book-Entry Interest" means a beneficial interest in a Global
      Certificate, ownership and transfers of which shall be maintained and made
      through book entries by a Clearing Agency as described in Section 3.6.

            "Business Day" means any day that is not a Saturday, Sunday or day
      on which banking institutions and trust companies in The City of New York
      or in the city where the principal corporate trust office of the
      Collateral Agent is located or at a place of payment are authorized or
      required by law, regulation or executive order to close.

            "Capital Stock" means any and all shares, interests, rights to
      purchase, warrants, options, participations or other equivalents of or
      interests in (however designated, whether voting or non-voting) corporate
      stock or similar interests in other types of entities.

            "Cash Merger" has the meaning set forth in Section 5.10(a).

            "Cash Merger Date" means the date on which a Cash Merger is
      consummated.

            "Cash Settlement" has the meaning set forth in Section 5.4(a).

            "Certificate" means a Normal Units Certificate or a Stripped Units
      Certificate.

            "Clearing Agency" means an organization registered as a "clearing
      agency" pursuant to Section 17A of the Exchange Act that is acting as a
      depositary for the Units and in whose name, or in the name of a nominee of
      that organization, shall be registered a Global Certificate and which
      shall undertake to effect book-entry transfers and pledges of the Units.

            "Clearing Agency Participant" means a broker, dealer, bank, trust
      company, clearing corporation, other financial institution or other Person
      for whom from time to time the Clearing Agency effects book-entry
      transfers and pledges of securities deposited with the Clearing Agency.

            "Closing Price" has the meaning specified in Section 5.1(c).

            "Collateral" has the meaning specified in Section 2.1(a) of the
      Pledge Agreement.

            "Collateral Agent" means State Street Bank and Trust Company, a
      Massachusetts trust company, as Collateral Agent under the Pledge
      Agreement until a successor Collateral Agent shall have become such
      pursuant to the applicable provisions of the Pledge Agreement, and
      thereafter "Collateral Agent" shall mean the Person who is then the
      Collateral Agent thereunder.


                                       3
<PAGE>

            "Collateral Substitution" has the meaning specified in Section
      3.13(a).

            "Common Shares" means the Common Shares, par value $0.01 per share,
      of the Company.

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

            "Constituent Person" has the meaning specified in Section 5.6(b).

            "Contract Adjustment Payments" means, in the case of Normal Units
      and Stripped Units, the amount payable by the Company in respect of each
      Purchase Contract constituting a part of such Unit, which amount shall be
      equal to 1.75% per year of the Stated Amount, in each case computed (i)
      for any full quarterly period on the basis of a 360-day year of twelve
      30-day months and (ii) for any period shorter than a full quarterly
      period, on the basis of a 30-day month, and for periods of less than a
      month, on the basis of the actual number of days elapsed per 30-day month,
      plus any Deferred Contract Adjustment Payments accrued pursuant to Section
      5.3.

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

            "Coupon Rate" means the percentage rate per annum at which each Note
      will bear interest initially.

            "Current Market Price" has the meaning specified in Section
      5.6(a)(8).

            "Custodial Agent" means State Street Bank and Trust Company, a
      Massachusetts trust company, as Custodial Agent under the Pledge Agreement
      until a successor Custodial Agent shall have become such pursuant to the
      applicable provisions of the Pledge Agreement, and thereafter "Custodial
      Agent" shall mean the Person who is then the Custodial Agent thereunder.

            "Default" means a default by the Company in any of its obligations
      under this Agreement.

            "Deferred Contract Adjustment Payments" has the meaning specified in
      Section 5.3(a).

            "Depositary" means, initially, DTC, until another Clearing Agency
      becomes its successor.


                                       4
<PAGE>

            "DTC" means The Depository Trust Company, the initial Clearing
      Agency.

            "Early Settlement" has the meaning specified in Section 5.9(a).

            "Early Settlement Amount" has the meaning specified in Section
      5.9(a).

            "Early Settlement Date" has the meaning specified in Section 5.9(a).

            "Early Settlement Rate" has the meaning specified in Section 5.9(b).

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

            "Expiration Date" has the meaning specified in Section 1.4(f).

            "Expiration Time" has the meaning specified in Section 5.6(a)(6).

            "Failed Remarketing" has the meaning specified in Section
      5.4(b)(ii).

            "Fair Market Value" with respect to securities distributed in a
      Spin-Off means (a) in the case of any Spin-Off that is effected
      simultaneously with an Initial Public Offering of such securities, the
      initial public offering price of those securities and (b) in the case of
      any other Spin-Off, (i) the average of the Sale Price of those securities
      over the first ten Trading Days after the effective date of such Spin-Off
      or (ii) if the Sale Price is required to be defined without regard to the
      price on any Trading Days, the Sale Price as of the effective date of such
      Spin-Off.

            "First Supplemental Indenture" means the First Supplemental
      Indenture, dated as of November 1, 2002, to the Indenture among Platinum
      Underwriters Finance, Inc., the Company and the Trustee.

            "Global Certificate" means a Certificate that evidences all or part
      of the Units and is registered in the name of a Depositary or a nominee
      thereof.

            "Holder" means the Person in whose name the Unit evidenced by a
      Normal Units Certificate and/or a Stripped Units Certificate is registered
      in the related Normal Units Register and/or the Stripped Units Register,
      as the case may be.

            "Indenture" means the Indenture, dated as of October 10, 2002, among
      Platinum Underwriters Finance, Inc., the Company and the Trustee pursuant
      to which the Notes are to be issued, as originally executed and delivered
      and as it may from time to time be supplemented or amended by one or more
      indentures


                                       5
<PAGE>

      supplemental thereto entered into pursuant to the applicable provisions
      thereof and shall include the terms of a particular series established as
      contemplated thereof.

            "Initial Public Offering" with respect to a Spin-Off means the
      first time securities of the same class or type as the securities being
      distributed in such Spin-Off are bona fide Offered to the public for
      cash.

            "Issuer Order" or "Issuer Request" means a written order or request
      signed in the name of the Company by the Chief Executive Officer, the
      Chief Financial Officer, the President, any Vice-President, the
      Treasurer, any Assistant Treasurer, the Secretary or any Assistant
      Secretary (or other officer performing similar functions) of the Company
      and delivered to the Agent.

            "Last Failed Remarketing" has the meaning specified in Section
      5.4(b)(ii).

            "Merger Early Settlement" has the meaning specified in Section
      5.10(a).

            "Merger Early Settlement Amount" has the meaning specified in
      Section 5.10(b).

            "Merger Early Settlement Date" has the meaning specified in Section
      5.10(a)(i).

            "Non-electing Share" has the meaning specified in Section 5.6(b).

            "Normal Unit" means the collective rights and obligations of a
      Holder of a Normal Units Certificate in respect of a 1/40 undivided
      beneficial interest in a Note or the appropriate Treasury Consideration,
      as the case may be, subject in each case to the Pledge thereof, and the
      related Purchase Contract.

            "Normal Units Certificate" means a certificate evidencing the rights
      and obligations of a Holder in respect of the number of Normal Units
      specified on such certificate, substantially in the form of Exhibit A
      hereto.

            "Normal Units Register" and "Normal Units Registrar" have the
      respective meanings specified in Section 3.5(a).

            "Notes" means the 5.25% Senior Guaranteed Notes due 2007 of Platinum
      Underwriters Finance, Inc. issued under the Indenture and guaranteed by
      the Company.

            "NYSE" has the meaning specified in Section 5.1(c).

            "Officers' Certificate" means a certificate signed by the Chief
      Executive Officer, the Chief Financial Officer, the President or any
      Vice-President, and by


                                       6
<PAGE>

      the Treasurer, any Assistant Treasurer, the Secretary or any Assistant
      Secretary (or other officer performing similar functions) of the Company
      and delivered to the Agent.

            "Opinion of Counsel" means an opinion in writing signed by legal
      counsel, who may be an employee of or counsel to the Company or an
      Affiliate of the Company and who shall be reasonably acceptable to the
      Agent.

            "Opt-out Treasury Consideration" has the meaning specified in
      Section 5.4(b)(iv).

            "Outstanding Units" means, as of the date of determination, all
      Normal Units or Stripped Units evidenced by Certificates theretofore
      authenticated, executed and delivered under this Agreement, except:

                  (i) If a Termination Event has occurred, (A) Stripped Units
            and (B) Normal Units for which the related Notes or the appropriate
            Treasury Consideration, as the case may be, has been theretofore
            deposited with the Agent in trust for the Holders of such Normal
            Units;

                  (ii) Normal Units and Stripped Units evidenced by Certificates
            theretofore cancelled by the Agent or delivered to the Agent for
            cancellation or deemed cancelled pursuant to the provisions of this
            Agreement; and

                  (iii) Normal Units and Stripped Units evidenced by
            Certificates in exchange for or in lieu of which other Certificates
            have been authenticated, executed on behalf of the Holder and
            delivered pursuant to this Agreement, other than any such
            Certificate in respect of which there shall have been presented to
            the Agent proof satisfactory to it that such Certificate is held by
            a protected purchaser in whose hands the Normal Units or Stripped
            Units evidenced by such Certificate are valid obligations of the
            Company;

      provided, that in determining whether the Holders of the requisite number
      of the Normal Units or Stripped Units have given any request, demand,
      authorization, direction, notice, consent or waiver hereunder, Normal
      Units or Stripped Units owned by the Company or any Affiliate of the
      Company shall be disregarded and deemed not to be outstanding, except
      that, in determining whether the Agent shall be protected in relying upon
      any such request, demand, authorization, direction, notice, consent or
      waiver, only Normal Units or Stripped Units which a Responsible Officer of
      the Agent knows to be so owned shall be so disregarded. Normal Units or
      Stripped Units so owned which have been pledged in good faith may be
      regarded as Outstanding Units if the pledgee establishes to the
      satisfaction of the Agent the pledgee's right so to act with respect to
      such Normal Units or


                                       7
<PAGE>

      Stripped Units and that the pledgee is not the Company or any Affiliate of
      the Company.

            "Payment Date" means each February 16, May 16, August 16 and
      November 16, commencing February 16, 2003 and ending on November 16,
      2005.

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

            "Platinum Underwriters Finance" means Platinum Underwriters Finance,
      Inc., a Delaware corporation.

            "Pledge" means the pledge under the Pledge Agreement of the Notes,
      the Treasury Securities or the appropriate Treasury Consideration, in each
      case constituting a part of the Units, property, cash, securities,
      financial assets and security entitlements of the Collateral Account (as
      defined in the Pledge Agreement) and any proceeds of any of the foregoing.

            "Pledge Agreement" means the Pledge Agreement, dated as of the date
      hereof, by and among the Company, the Collateral Agent, the Custodial
      Agent, the Securities Intermediary and the Agent, on its own behalf and as
      attorney-in-fact for the Holders from time to time of the Units.

            "Pledged Notes" has the meaning set forth in Section 2.1(c) of the
      Pledge Agreement.

            "Pledged Treasury Consideration" has the meaning set forth in
      Section 2.1(c) of the Pledge Agreement.

            "Pledged Treasury Securities" has the meaning set forth in Section
      2.1(c) of the Pledge Agreement.

            "Predecessor Certificate" means a Predecessor Normal Units
      Certificate or a Predecessor Stripped Units Certificate.

            "Predecessor Normal Units Certificate" of any particular Normal
      Units Certificate means every previous Normal Units Certificate evidencing
      all or a portion of the rights and obligations of the Company and the
      Holder under the Normal Units evidenced thereby; and, for the purposes of
      this definition, any Normal Units Certificate authenticated and delivered
      under Section 3.10 in exchange for or in lieu of a mutilated, destroyed,
      lost or stolen Normal Units Certificate shall be deemed to evidence the
      same rights and obligations of the Company and the Holder as the
      mutilated, destroyed, lost or stolen Normal Units Certificate.


                                       8
<PAGE>

            "Predecessor Stripped Units Certificate" of any particular Stripped
      Units Certificate means every previous Stripped Units Certificate
      evidencing all or a portion of the rights and obligations of the Company
      and the Holder under the Stripped Units evidenced thereby; and, for the
      purposes of this definition, any Stripped Units Certificate authenticated
      and delivered under Section 3.10 in exchange for or in lieu of a
      mutilated, destroyed, lost or stolen Stripped Units Certificate shall be
      deemed to evidence the same rights and obligations of the Company and the
      Holder as the mutilated, destroyed, lost or stolen Stripped Units
      Certificate.

            "Prepayment Event" has the meaning specified in Section 4.5.

            "Prepayment Treasury Consideration" means, with respect to a Normal
      Unit, a 1/40, or 2.5%, undivided beneficial ownership interest in a
      zero-coupon U.S. Treasury security (CUSIP Number 91282OBQ9) maturing on
      November 15, 2005 that will pay $1,000 on such maturity date.

            "Purchase Contract," when used with respect to any Unit, means the
      contract forming a part of such Unit and obligating the Company to sell
      and the Holder of such Unit to purchase Common Shares on the terms and
      subject to the conditions set forth in Article Five.

            "Purchase Contract Settlement Fund" has the meaning specified in
      Section 5.5.

            "Purchase Price" has the meaning specified in Section 5.1(a).

            "Purchased Shares" has the meaning specified in Section 5.6(a)(6).

            "Quotation Agent" means Goldman, Sachs & Co. or any of its
      successors or any other primary U.S. government securities dealer in New
      York City selected by the Company.

            "Record Date" for the payment of a distribution payable on any
      Payment Date means, as to any Global Certificate, the Business Day next
      preceding such Payment Date, and in the event that other Certificates are
      issued pursuant to this Agreement, the 15th calendar day preceding such
      Payment Date.

            "Redemption Price" means, for each Note, the product of (i) the
      principal amount of such Note and (ii) a fraction whose numerator is the
      applicable Treasury Portfolio Purchase Price and whose denominator is the
      applicable Tax Event Redemption Principal Amount.

            "Register" means the Normal Units Register and the Stripped Units
      Register, as applicable.


                                       9
<PAGE>

            "Registrar" means the Normal Units Registrar and the Stripped Units
      Registrar, as applicable.

            "Remarketing Agent" has the meaning specified in Section 5.4(b)(i).

            "Remarketing Agreement" means the Remarketing Agreement to be
      entered into by and among the Company, Platinum Underwriters Finance, the
      Remarketing Agent and the Agent.

            "Remarketing Date" means the third Business Day preceding August 16,
      2005.

            "Remarketing Fee" has the meaning specified in Section 5.4(b)(i).

            "Remarketing Period" means each of (i) the three Business Day period
      beginning on the Remarketing Date and ending after the two immediately
      following Business Days; (ii) the three Business Day period immediately
      preceding October 2, 2005; and (iii) the third Business Day immediately
      preceding the Share Purchase Date.

            "Remarketing Rate" means the percentage rate per year at which each
      Note will bear interest on and following the Reset Date.

            "Remarketing Value" means the sum of

                  (i) the value at the Remarketing Date or any Subsequent
            Remarketing Date, as the case may be, of U.S. Treasury securities
            that will pay, on or prior to the Share Purchase Date, an amount of
            cash equal to the interest payment scheduled to be payable on that
            date on the Note, assuming for that purpose, even if not true, that
            the interest rate on the Note is equal to the Coupon Rate, and

                  (ii) the value at the Remarketing Date or any Subsequent
            Remarketing Date, as the case may be, of U.S. Treasury securities
            that will pay, on or prior to the Share Purchase Date, an amount of
            cash equal to the Stated Amount of such Note;

      provided that for purposes of clauses (i) and (ii) above, the Remarketing
      Value shall be calculated on the assumptions that (x) the U.S. Treasury
      securities are highly liquid and mature on or within 35 days prior to the
      Share Purchase Date, as determined in good faith by the Remarketing Agent
      in a manner intended to minimize the cash value of the U.S. Treasury
      securities, and (y) the U.S. Treasury securities are valued based on the
      ask-side price of such U.S. Treasury securities at a time between 9:00
      a.m. and 11:00 a.m., New York City time, selected by the Remarketing
      Agent, on the Remarketing Date or any Subsequent Remarketing Date, as the
      case may be, as determined on a third-day settlement basis by a


                                       10
<PAGE>

      reasonable and customary means selected in good faith by the Remarketing
      Agent, plus accrued interest to that date.

            "Reorganization Event" has the meaning specified in Section 5.6(b).

            "Reset Date" means the date following the Remarketing Date or a
      Subsequent Remarketing Date, as applicable, on which the trades in a
      successful remarketing of the Notes, pursuant to the provisions of Section
      5.4, settle.

            "Responsible Officer" means, when used with respect to the Agent,
      any officer within the Institutional Trust Services unit of the Agent (or
      any successor unit or department of the Agent) located at the Corporate
      Trust Office of the Agent who has direct responsibility for the
      administration of this Agreement and, for the purposes of Section
      7.1(b)(2), shall also include any officer of the Agent to whom any
      corporate trust matter is referred because of such person's knowledge of
      and familiarity with the particular subject.

            "Sale Price" of any securities distributed in a Spin-Off on any
      Trading Day means the closing sale price per share (or if no closing sale
      price is reported, the average of the bid and ask prices or, if more than
      one in either case, the average of the average bid and average ask prices)
      on such Trading Day as reported in composite transactions for the
      principal U.S. securities exchange on which such securities are traded or,
      if such securities are not listed on a U.S. national or regional
      securities exchange, as reported by the Nasdaq Stock Market, or if such
      securities are not so reported, the last quoted bid price for such
      securities in the over-the-counter market as reported by the National
      Quotation Bureau or similar organization, or, if such bid price is not
      available, the market value of such securities on such date as determined
      by a nationally recognized independent investment banking firm retained by
      the Company for this purpose.

            "Securities Act" means the Securities Act of 1933 and any statute
      successor thereto, in each case as amended from time to time, and the
      rules and regulations promulgated thereunder.

            "Securities Intermediary" means State Street Bank and Trust Company,
      a Massachusetts trust company, in its capacity as Securities Intermediary
      under the Pledge Agreement, together with its successors in such capacity.

            "Senior Indebtedness" means indebtedness of any kind of the Company
      unless the instrument under which such indebtedness is incurred expressly
      provides that it is in parity or subordinate in right of payment to the
      Contract Adjustment Payments.

            "Separate Notes" has the meaning set forth in the Pledge Agreement.


                                       11
<PAGE>

            "Settlement Date" means any Early Settlement Date or Merger Early
      Settlement Date or the Share Purchase Date.

            "Settlement Rate" has the meaning specified in Section 5.1(a).

            "Share Purchase Date" means November 16, 2005.

            "Spin-Off" means a dividend or other distribution on the Common
      Shares or shares of Capital Stock of any class or series, or similar
      equity interests, of or relating to a subsidiary or other business unit of
      the Company.

            "Stated Amount" means, with respect to any one Normal Unit or
      Stripped Unit, $25, and with respect to any one Note, $1,000.

            "Stripped Unit" means the collective rights and obligations of a
      Holder of a Stripped Units Certificate in respect of a 1/40 undivided
      beneficial interest in a Treasury Security, subject to the Pledge thereof,
      and the related Purchase Contract.

            "Stripped Units Certificate" means a certificate evidencing the
      rights and obligations of a Holder in respect of the number of Stripped
      Units specified on such certificate, substantially in the form of Exhibit
      B hereto.

            "Stripped Units Register" and "Stripped Units Registrar" have the
      respective meanings specified in Section 3.5(a).

            "Subsequent Remarketing" has the meaning specified in Section
      5.4(b)(ii).

            "Subsequent Remarketing Date" means any date during any Remarketing
      Period on which the Remarketing Agent attempts a Subsequent Remarketing in
      accordance with Section 5.4 hereof.

            "Tax Event" means the receipt by the Company of an opinion of a
      nationally recognized tax counsel experienced in such matters to the
      effect that there is more than an insubstantial risk that interest payable
      by Platinum Underwriters Finance on the Notes on the next Payment Date
      will not be deductible, in whole or in part, by Platinum Underwriters
      Finance for United States federal income tax purposes, as a result of (a)
      any amendment to, or change (including any announced proposed change) in,
      the laws (or any regulations thereunder) of the United States or any
      political subdivision or taxing authority thereof or therein affecting
      taxation (other than any such amendment, change or announced proposed
      change to the so-called "earnings stripping" provisions of Section 163(j)
      of the Internal Revenue Code, which limit the ability of U.S. corporations
      to deduct interest on certain debt owed to or guaranteed by related
      foreign persons), (b) any amendment to or change in an official
      interpretation or application of such laws or regulations by any
      legislative body, court,


                                       12
<PAGE>

      governmental agency or regulatory authority or (c) any official
      interpretation, pronouncement or application that provides for a position
      with respect to such laws or regulations that differs from the generally
      accepted position on October 28, 2002, which amendment, change or proposed
      change is effective or which interpretation or pronouncement is announced
      on or after October 28, 2002.

            "Tax Event Redemption" means, if a Tax Event shall occur and be
      continuing, the redemption of the Notes, at the option of Platinum
      Underwriters Finance, in whole but not in part, on not less than 30 days
      nor more than 60 days' prior written notice.

            "Tax Event Redemption Date" means the date upon which a Tax Event
      Redemption is to occur.

            "Tax Event Redemption Principal Amount" means (i) in the case of a
      Tax Event Redemption Date occurring prior to a successful remarketing of
      the Notes pursuant to Section 5.4 hereof, the aggregate principal amount
      of Notes included in Normal Units outstanding on such date, and (ii) in
      the case of a Tax Event Redemption Date occurring after either a
      successful remarketing of the Notes pursuant to Section 5.4 hereof or the
      Share Purchase Date, the aggregate principal amount of the Notes
      outstanding on such date.

            "Tax Event Redemption Treasury Consideration" means, with respect to
      a Normal Unit and the U.S. Treasury securities in the Treasury Portfolio,
      (A) a 1/40, or 2.5%, undivided beneficial ownership interest in a $1,000
      principal or interest amount of a principal or interest strip in a U.S.
      Treasury security included in such Treasury Portfolio which matures on or
      prior to the Share Purchase Date and (B) for each scheduled interest
      Payment Date on the Notes that occurs after the Tax Event Redemption Date
      and on or before the Share Purchase Date a .0328125% undivided beneficial
      ownership interest in a $1,000 principal or interest of a principal or
      interest strip in a U.S. Treasury security included in the Treasury
      Portfolio that matures on or prior to that interest Payment Date.

            "Termination Date" means the date, if any, on which a Termination
      Event occurs.

            "Termination Event" means the occurrence of any of the following
      events:

                  (i) at any time on or prior to the Share Purchase Date, a
            judgment, decree or court order shall have been entered granting
            relief under the Bankruptcy Code or any other similar foreign,
            federal or state law, adjudicating the Company to be insolvent, or
            approving as properly filed a petition seeking reorganization or
            liquidation of the Company, and, unless such judgment, decree or
            order shall have been entered within 60


                                       13
<PAGE>

            days prior to the Share Purchase Date, such decree or order shall
            have continued undischarged and unstayed for a period of 60 days;

                  (ii) at any time on or prior to the Share Purchase Date, a
            judgment, decree or court order for the appointment of a receiver or
            liquidator or trustee or assignee in bankruptcy or insolvency of the
            Company or of its property substantially in its entirety, or for the
            winding up or liquidation of its affairs, shall have been entered,
            and, unless such judgment, decree or order shall have been entered
            within 60 days prior to the Share Purchase Date, such judgment,
            decree or order shall have continued undischarged and unstayed for
            a period of 6O days; or

                  (iii) at any time on or prior to the Share Purchase Date, the
            Company shall file a petition for relief under the Bankruptcy Code
            or any other similar foreign, federal or state law, or shall consent
            to the filing of a bankruptcy proceeding against it, or shall file a
            petition or answer or consent seeking reorganization or liquidation
            under the Bankruptcy Code or any other similar foreign, federal or
            state law, or shall consent to the filing of any such petition, or
            shall consent to the appointment of a receiver or liquidator or
            trustee or assignee in bankruptcy or insolvency of it or of its
            property substantially in its entirety, or shall make an assignment
            for the benefit of creditors, or shall admit in writing its
            inability to pay its debts generally as they become due.

            "Threshold Appreciation Price" has the meaning specified in Section
      5.1(a).

            "TIA" means the Trust Indenture Act of 1939, and any statute
      successor thereto, in each case as amended from time to time, and the
      rules and regulations promulgated thereunder.

            "Trading Day" has the meaning specified in Section 5.1(c).

            "Treasury Consideration" means the Agent-purchased Treasury
      Consideration, the Opt-out Treasury Consideration, the Prepayment Treasury
      Consideration or the Tax Event Redemption Treasury Consideration.

            "Treasury Portfolio" means: (i) if a Tax Event Redemption occurs
      prior to a successful remarketing of the Notes pursuant to the provisions
      of Section 5.4 hereof, a portfolio of (A) zero-coupon U.S. Treasury
      securities consisting of principal or interest strips of U.S. Treasury
      securities that mature on or prior to the Share Purchase Date in an
      aggregate amount equal to the applicable Tax Event Redemption Principal
      Amount and (B) with respect to each scheduled interest Payment Date on the
      Notes that occurs after the Tax Event Redemption Date and on or before the
      Share Purchase Date, interest or principal strips of U.S. Treasury
      securities that mature on or prior to such interest Payment Date in an
      aggregate


                                       14
<PAGE>

      amount equal to the aggregate interest payment that would be due on the
      applicable Tax Event Redemption Principal Amount on such date if the
      interest rate of the Notes were not reset on the Reset Date, and (ii)
      solely for purposes of determining the Treasury Portfolio Purchase Price
      in the case of a Tax Event Redemption Date occurring after either of a
      successful remarketing of the Notes or the Share Purchase Date, a
      portfolio of (A) zero-coupon U.S. Treasury securities consisting of
      principal or interest strips of U.S. Treasury securities that mature on or
      prior to November 16, 2007 in an aggregate amount equal to the applicable
      Tax Event Redemption Principal Amount and (B) with respect to each
      scheduled interest Payment Date on the Notes that occurs after the Tax
      Event Redemption Date and on or before November 16, 2007, interest or
      principal strips of U.S. Treasury securities that mature on or prior to
      such interest Payment Date in an aggregate amount equal to the aggregate
      interest payment that would be due on the applicable Tax Event Redemption
      Principal Amount.

            "Treasury Portfolio Purchase Price" means the lowest aggregate price
      quoted by a primary U.S. government securities dealer in New York City to
      the Quotation Agent on the third Business Day immediately preceding the
      Tax Event Redemption Date for the purchase of the Treasury Portfolio for
      settlement on the Tax Event Redemption Date.

            "Treasury Security" means a zero-coupon U.S. Treasury security
      (CUSIP Number 912820BQ9) maturing on November 15, 2005 that will pay
      $1,000 on such maturity date.

            "Trustee" means JPMorgan Chase Bank, a New York banking corporation,
      as trustee under the Indenture and the First Supplemental Indenture, or
      any successor thereto.

            "Underwriting Agreement" means the Underwriting Agreement relating
      to the Units dated October 28, 2002 among the Company, Platinum
      Underwriters Finance, Inc., The St. Paul Companies, Inc. and the
      underwriters named therein.

            "Unit" means a Normal Unit or a Stripped Unit.

            "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."

                  SECTION 1.2 Compliance Certificates and Opinions.

            Except as otherwise expressly provided by this Agreement, upon any
application or request by the Company to the Agent to take any action under any
provision of this Agreement, the Company shall furnish to the Agent an Officers'
Certificate stating that all conditions precedent, if any, provided for in this
Agreement relating to the proposed action have been complied with and, if
requested by the Agent, an Opinion of Counsel stating that, in the opinion of
such counsel, all such conditions


                                       15
<PAGE>

precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Agreement relating to such
particular application or request, no additional certificate or opinion need be
furnished.

            Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Agreement shall include:

            (a) a statement that the individual signing such certificate or
      opinion has read such covenant or condition and the definitions herein
      relating thereto;

            (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 individual, he or she
      has made such examination or investigation as is necessary to enable such
      individual 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, in the opinion of such individual
      based on his or her knowledge, such condition or covenant has been
      complied with.

            SECTION 1.3 Form of Documents Delivered to Agent.

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

            (b) Any certificate or opinion of an Officer of the Company maybe
      based, insofar as it relates to legal matters, upon a certificate or
      opinion of, or representations by, counsel, unless such officer knows, or
      in the exercise of reasonable care should know, that the certificate or
      opinion or representations with respect to the matters upon which his
      certificate or opinion is based are erroneous. Any such certificate or
      Opinion of Counsel may be based, insofar as it relates to factual
      matters, upon a certificate or opinion of, or representations by, an
      officer or officers of the Company stating that the information with
      respect to such factual matters is in the possession of the Company unless
      such counsel knows, or in the exercise of reasonable care should know,
      that the certificate or opinion or representations with respect to such
      matters are erroneous.


                                       16
<PAGE>

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

            SECTION 1.4 Acts of Holders; Record Dates.

            (a) Any request, demand, authorization, direction, notice, consent,
      waiver or other action provided by this Agreement to be given or taken by
      Holders may be embodied in and evidenced by one or more instruments of
      substantially similar tenor signed by such Holders in person or by an
      agent duly appointed in writing; and, except as herein otherwise expressly
      provided, such action shall become effective when such instrument or
      instruments are delivered to the Agent and, where it is hereby expressly
      required, to the Company. Such instrument or instruments (and the action
      embodied therein and evidenced thereby) are herein sometimes referred to
      as the "Act" of the Holders signing such instrument or instruments. Proof
      of execution of any such instrument or of a writing appointing any such
      agent shall be sufficient for any purpose of this Agreement and (subject
      to Section 7.1) conclusive in favor of the Agent and the Company, if made
      in the manner provided in this Section.

            (b) The fact and date of the execution by any Person of any such
      instrument or writing may be proved in any manner which the Agent deems
      sufficient.

            (c) The ownership of Units shall be proved by the Normal Units
      Register or the Stripped Units Register, as the case may be.

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

            (e) The Company may set any day as a record date for the purpose of
      determining the Holders of Outstanding Units entitled to give, make or
      take any request, demand, authorization, direction, notice, consent,
      waiver or other action provided or permitted by this Agreement to be
      given, made or taken by Holders of Units. If any record date is set
      pursuant to this paragraph, the Holders of the Outstanding Normal Units
      and the Outstanding Stripped Units, as the case may be, on such record
      date, and no other Holders, shall be entitled to take the relevant action
      with respect to the Normal Units or the Stripped Units, as the case may
      be, whether or not such Holders remain Holders after such record date;
      provided that no such action shall be effective hereunder unless taken on
      or prior to the applicable Expiration Date by Holders of the requisite
      number of Outstanding


                                       17
<PAGE>

      Units on such record date. Nothing in this paragraph shall be construed to
      prevent the Company from setting a new record date for any action for
      which a record date has previously been set pursuant to this paragraph
      (whereupon the record date previously set shall automatically and with no
      action by any Person be cancelled and of no effect), and nothing in this
      paragraph shall be construed to render ineffective any action taken by
      Holders of the requisite number of Outstanding Units on the date such
      action is taken. Promptly after any record date is set pursuant to this
      paragraph, the Company, at its own expense, shall cause notice of such
      record date, the proposed action by Holders and the applicable Expiration
      Date to be given to the Agent in writing and to each Holder of Units in
      the manner set forth in Section 1.6.

            (f) With respect to any record date set pursuant to this Section,
      the Company may designate any date as the "Expiration Date" and from time
      to time may change the Expiration Date to any earlier or later day;
      provided that no such change shall be effective unless notice of the
      proposed new Expiration Date is given to the Agent in writing, and to each
      Holder of Units in the manner set forth in Section 1.6, on or prior to
      the existing Expiration Date. If an Expiration Date is not designated with
      respect to any record date set pursuant to this Section, the Company shall
      be deemed to have initially designated the 180th day after such record
      date as the Expiration Date with respect thereto, subject to its right to
      change the Expiration Date as provided in this paragraph. Notwithstanding
      the foregoing, no Expiration Date shall be later than the 180th day after
      the applicable record date.

            SECTION 1.5 Notices.

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

            (a) the Agent by any Holder or by the Company shall be sufficient
      for every purpose hereunder (unless otherwise herein expressly provided)
      if made, given, furnished or filed in writing and personally delivered,
      mailed, first-class postage prepaid, telecopied or delivered by overnight
      air courier guaranteeing next day delivery, addressed to and received by
      the Agent at JPMorgan Chase Bank, 450 West 33rd Street, 15th Floor, New
      York, NY 10001, Attention: Institutional Trust Services, telecopy: (212)
      946-8154, or at any other address furnished in writing by the Agent to the
      Holders and the Company; or

            (b) the Company by the Agent or by any Holder shall be sufficient
      for every purpose hereunder (unless otherwise herein expressly provided)
      if made, given, furnished or filed in writing and personally delivered,
      mailed, first-class postage prepaid, telecopied or delivered by overnight
      air courier guaranteeing at least second day delivery, addressed to and
      received by the Company at Platinum


                                       18
<PAGE>

      Underwriters Holdings, Ltd., Clarendon House, 2 Church Street, Hamilton HM
      11, Bermuda, Attention: Secretary, telecopy: (441) 295-4720, or at any
      other address furnished in writing to the Agent by the Company; or

            (c) the Collateral Agent by the Agent, the Company or any Holder
      shall be sufficient for every purpose hereunder (unless otherwise herein
      expressly provided) if made, given, furnished or filed in writing and
      personally delivered, mailed, first-class postage prepaid, telecopied or
      delivered by overnight air courier guaranteeing next day delivery,
      addressed to and received by the Collateral Agent at State Street Bank and
      Trust Company, Goodwin Square, 225 Asylum Street, Hartford, CT 06103,
      Attention: Corporate Trust Administration, telecopy: (860) 244-1889, or
      at any other address furnished in writing by the Collateral Agent to the
      Agent, the Company and the Holders; or

            (d) the Trustee by the Company shall be sufficient for every purpose
      hereunder (unless otherwise herein expressly provided) if made, given,
      furnished or filed in writing and personally delivered, mailed,
      first-class postage prepaid, telecopied or delivered by overnight air
      courier guaranteeing next day delivery, addressed to and received by the
      Trustee at JPMorgan Chase Bank, 450 West 33rd Street, 15th Floor, New
      York, NY 10001, Attention: Institutional Trust Services, telecopy: (212)
      946-8154, or at any other address furnished in writing by the Trustee to
      the Company.

            SECTION 1.6 Notice to Holders; Waiver.

            (a) Where this Agreement provides for notice to Holders of any
      event, such notice shall be sufficiently given (unless otherwise herein
      expressly provided) if in writing and mailed, first-class postage prepaid,
      to each Holder affected by such event, at its address as it appears in the
      applicable Register, not later than the latest date, and not earlier than
      the earliest date, prescribed for the giving of such notice. In any case
      where notice to Holders is given by mail, neither the failure to mail such
      notice, nor any defect in any notice so mailed, to any particular Holder
      shall affect the sufficiency of such notice with respect to other Holders.
      Where this Agreement 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 Agent, but
      such filing shall not be a condition precedent to the validity of any
      action taken in reliance upon such waiver.

            (b) In 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
      Agent shall constitute a sufficient notification for every purpose
      hereunder.


                                       19
<PAGE>

            SECTION 1.7 Effect of Headings and Table of Contents.

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

            SECTION 1.8 Successors and Assigns.

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

            SECTION 1.9 Separability Clause.

            If any provision hereof is invalid and unenforceable in any
jurisdiction, then, to the fullest extent permitted by law, (i) the other
provisions hereof shall remain in full force and effect in such jurisdiction and
shall be liberally construed in order to carry out the intentions of the parties
hereto as nearly as may be possible and (ii) the invalidity or unenforceability
of any provision hereof in any jurisdiction shall not affect the validity or
enforceability of such provision in any other jurisdiction.

            SECTION 1.10 Benefits of Agreement.

            Nothing in this Agreement or in the Units, express or implied, shall
give to any Person, other than the parties hereto and their successors hereunder
and, to the extent provided hereby, the Holders, any benefits or any legal or
equitable right, remedy or claim under this Agreement. The Holders from time to
time shall be beneficiaries of this Agreement and shall be bound by all of the
terms and conditions hereof and of the Units evidenced by their Certificates by
their acceptance of delivery of such Certificates.

            SECTION 1.11 Governing Law; Jurisdiction.

            (a) This Agreement and the Units shall be governed by, deemed to be
      a contract under, and construed in accordance with, the laws of the State
      of New York, without regard to the conflicts of laws principles thereof.

            (b) The Company irrevocably (i) agrees that any legal suit, action
      or proceeding against it arising out of or based on this Agreement or the
      transactions contemplated hereby or the Units may be instituted in any
      United States Federal or State court in the Borough of Manhattan, The City
      of New York (a "New York Court"), (ii) waives, to the fullest extent it
      may effectively do so, any objection which it may now or hereafter have to
      the laying of venue of any such proceeding, and (iii) submits to the
      non-exclusive jurisdiction of such courts in any such suit, action or
      proceeding. The Company irrevocably waives any immunity to jurisdiction to
      which it may otherwise be entitled or become entitled (including sovereign
      immunity, immunity to pre-judgment attachment, post-judgment attachment
      and execution) in any legal suit, action or proceeding against it arising
      out of or based on this Agreement or the transactions contemplated hereby
      or the


                                       20
<PAGE>

      Units which is instituted in any New York Court or in any foreign court.
      To the fullest extent permitted by law, the Company hereby waives any
      objection to the enforcement by competent foreign court of any judgment
      validly obtained in any such proceeding. The Company designates and
      appoints CT Corporation System in New York City as its authorized agent
      (the "Authorized Agent") upon which process may be served in any such
      action arising out of or based on this Agreement or the transactions
      contemplated hereby or the Units which may be instituted in any New York
      Court, expressly consents to the jurisdiction of any such court in respect
      of any such action, and waives any other requirements of or objections to
      personal jurisdiction with respect thereto. Such appointment shall be
      irrevocable. The Company represents and warrants that its Authorized Agent
      has agreed to act as such agent for service of process and the Company
      agrees to take any and all action, including the filing of any and all
      documents and instruments, that may be necessary to continue such
      appointment in full force and effect as aforesaid. Service of process upon
      the Authorized Agent and written notice of such service of process to the
      Company shall be deemed, in every respect, effective service of process
      upon the Company.

            SECTION 1.12 Legal Holidays.

            (a) In any case where any Payment Date shall not be a Business Day,
      then (notwithstanding any other provision of this Agreement or the Normal
      Units Certificates) payments on the Notes shall not be made on such date,
      but such payments shall be made on the next succeeding day which is a
      Business Day with the same force and effect as if made on such Payment
      Date, provided that no interest shall accrue or be payable by the Company
      in respect of such payment for the period from and after any such Payment
      Date, except that if such next succeeding Business Day is in the next
      succeeding calendar year, such payment shall be made on the immediately
      preceding Business Day with the same force and effect as if made on such
      Payment Date.

            (b) If any date on which Contract Adjustment Payments are to be
      made on the Purchase Contracts is not a Business Day, then payment of the
      Contract Adjustment Payments payable on that date will be made on the next
      succeeding day which is a Business Day, and no interest or additional
      payment will be paid in respect of the delay. However, if that Business
      Day is in the next succeeding calendar year, the payment will be made on
      the immediately preceding Business Day with the same force and effect as
      if made on that Payment Date.

            (c) In any case where the Share Purchase Date shall not be a
      Business Day, then (notwithstanding any other provision of this Agreement
      or the Certificates), the Purchase Contracts shall not be performed on
      such date, but the Purchase Contracts shall be performed on the next
      succeeding day which is a


                                       21
<PAGE>

      Business Day with the same force and effect as if performed on the Share
      Purchase Date.

            SECTION 1.13 Counterparts.

            This Agreement may be executed in any number of counterparts, all of
      which taken together shall constitute one and the same instrument, and any
      of the parties hereto may execute this Agreement by signing any such
      counterpart.

            SECTION 1.14 Inspection of Agreement.

            A copy of this Agreement shall be available at all reasonable times
during normal business hours at the Corporate Trust Office for inspection by
any Holder.

            SECTION 1.15 Appointment of Financial Institution as Agent for the
Company.

            The Company may appoint a financial institution (which may be the
Collateral Agent) to act as its agent in performing its obligations and in
accepting and enforcing performance of the obligations of the Agent and the
Holders, under this Agreement and the Purchase Contracts, by giving notice of
such appointment in the manner provided in Section 1.5 hereof. Any such
appointment shall not relieve the Company in any way from its obligation
hereunder.

            SECTION 1.16 No Waiver.

            No failure on the part of the Company, the Agent, the Collateral
Agent, the Securities Intermediary or any of their respective agents to
exercise, and no course of dealing with respect to, and no delay in exercising,
any right, power or remedy hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise by the Company, the Agent, the Collateral
Agent, the Securities Intermediary or any of their respective agents of any
right, power or remedy hereunder preclude any further exercise thereof or the
exercise of any right, power or remedy. The remedies herein are cumulative and
are not exclusive of any remedies provided by law.

                                   ARTICLE II

                               CERTIFICATE FORMS

            SECTION 2.1 Forms of Certificates Generally.

            (a) The Normal Units Certificates (including the form of Purchase
      Contract forming part of the Normal Units evidenced thereby) shall be in
      substantially the form set forth in Exhibit A hereto, with such letters,
      numbers or other marks of identification or designation and such legends
      or endorsements printed, lithographed or engraved thereon as may be
      required by the rules of any


                                       22
<PAGE>

      securities exchange or quotation system on which the Normal Units are
      listed or quoted for trading or any depositary therefor, or as may,
      consistently herewith, be determined by the Officers of the Company
      executing such Normal Units Certificates, as evidenced by their execution
      of the Normal Units Certificates.

            (b) The definitive Normal Units Certificates shall be printed,
      lithographed or engraved on steel engraved borders or may be produced in
      any other manner, all as determined by the Officers of the Company
      executing such Normal Units Certificates, consistent with the provisions
      of this Agreement, as evidenced by their execution thereof.

            (c) The Stripped Units Certificates (including the form of Purchase.
      Contracts forming part of the Stripped Units evidenced thereby) shall be
      in substantially the form set forth in Exhibit B hereto, with such
      letters, numbers or other marks of identification or designation and such
      legends or endorsements printed, lithographed or engraved thereon as may
      be required by the rules of any securities exchange or the quotation
      system on which the Stripped Units may be listed or quoted for trading or
      any depositary therefor, or as may, consistently herewith, be determined
      by the Officers of the Company executing such Stripped Units Certificates,
      as evidenced by their execution of the Stripped Units Certificates.

            (d) The definitive Stripped Units Certificates shall be printed,
      lithographed or engraved on steel engraved borders or may be produced in
      any other manner, all as determined by the Officers of the Company
      executing such Stripped Units Certificates, consistent with the provisions
      of this Agreement, as evidenced by their execution thereof.

            (e) Every Global Certificate authenticated, executed on behalf of
      the Holders and delivered hereunder shall bear a legend in substantially
      the following form:

            "THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE
            PURCHASE CONTRACT AGREEMENT (AS DEFINED ON THE REVERSE HEREOF) AND
            IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE
            THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART
            FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN
            WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER
            THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE
            LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT.

            [Unless this Certificate is presented by an authorized
            representative of the Depository Trust Company (55 Water Street, New
            York, New York) to


                                       23
<PAGE>

            the Company or its agent for registration or transfer, exchange or
            payment, and any Certificate issued is registered in the name of
            Cede & Co., or such other name as requested by an authorized
            representative of the Depository Trust Company, and any payment
            hereon is made to Cede & Co., ANY TRANSFER PLEDGE OR OTHER USE
            HEREOF OR OTHERWISE BY A PERSON IS WRONGFUL since the registered
            owner hereof, Cede & Co., has an interest herein.]"

            SECTION 2.2 Form of Agent's Certificate of Authentication.

            (a) The form of the Agent's certificate of authentication of the
      Normal Units shall be in substantially the form set forth on the form of
      the Normal Units Certificates.

            (b) The form of the Agent's certificate of authentication of the
      Stripped Units shall be in substantially the form set forth on the form of
      the Stripped Units Certificates.

                                  ARTICLE III

                                   THE UNITS

            SECTION 3.1 Title and Terms; Denominations.

            (a) The aggregate number of Normal Units and Stripped Units, if any,
      evidenced by Certificates authenticated, executed on behalf of the Holders
      and delivered hereunder is limited to 5,000,000 (5,750,000 if the
      underwriters' option to purchase additional Normal Units pursuant to the
      Underwriting Agreement is exercised in full), except for Certificates
      authenticated, executed on behalf of the Holder and delivered upon
      registration of transfer of, in exchange for, or in lieu of, other
      Certificates pursuant to Section 3.4, 3.5, 3.10, 3.13, 3.14, 5.9(e),
      5.10(e) or 8.5.

            (b) The Certificates shall be issuable only in registered form and
      only in denominations of a single Unit and any integral multiple thereof.

            SECTION 3.2 Rights and Obligations Evidenced by the Certificates.

            (a) Each Normal Units Certificate shall evidence the number of
      Normal Units specified therein, with each such Normal Unit representing
      the ownership by the Holder thereof of a 1/40 undivided beneficial
      interest in a Note or the appropriate Treasury Consideration, as the case
      may be, subject to the Pledge of such interest in the Note or the Treasury
      Consideration, as the case may be, by such Holder pursuant to the Pledge
      Agreement, and the rights and obligations of the Holder thereof and the
      Company under one Purchase Contract. The Agent as attorney-in-fact for,
      and on behalf of, the Holder of each Normal


                                       24
<PAGE>

      Unit shall pledge, pursuant to the Pledge Agreement, the interest in the
      Note or the Treasury Consideration forming a part of such Normal Unit, to
      the Collateral Agent and grant to the Collateral Agent a security interest
      in the right, title, and interest of such Holder in such interest in the
      Note or Treasury Consideration for the benefit of the Company, to secure
      the obligation of such Holder under the related Purchase Contract to
      purchase the Common Shares of the Company.

            (b) Each Stripped Units Certificate shall evidence the number of
      Stripped Units specified therein, with each such Stripped Unit
      representing the ownership by the Holder thereof of a 1/40 undivided
      beneficial interest in a Treasury Security, subject to the Pledge of such
      interest in such Treasury Security by such Holder pursuant to the Pledge
      Agreement, and the rights and obligations of the Holder thereof and the
      Company under one Purchase Contract. The Agent as attorney-in-fact for,
      and on behalf of, the Holder of each Stripped Unit shall pledge, pursuant
      to the Pledge Agreement, the interest in the Treasury Security forming a
      part of such Stripped Unit, to the Collateral Agent and grant to the
      Collateral Agent a security interest in the right, title, and interest of
      such Holder in such interest in the Treasury Security for the benefit of
      the Company, to secure the obligation of such Holder under the related
      Purchase Contract to purchase the Common Shares of the Company.

            (c) Prior to the purchase of Common Shares under each Purchase
      Contract, such Purchase Contract shall not entitle the Holder of the
      related Units Certificates to any of the rights of a holder of Common
      Shares, including, without limitation, the right to vote or receive any
      dividends or other payments or to consent or to receive notice as a
      shareholder in respect of the meetings of shareholders or for the election
      of directors of the Company or for any other matter, or any other rights
      whatsoever as a shareholder of the Company.

            SECTION 3.3 Execution, Authentication, Delivery and Dating.

            (a) Subject to the provisions of Sections 3.13 and 3.14, upon the
      execution and delivery of this Agreement, and at any time and from time to
      time thereafter, the Company may deliver Certificates executed by the
      Company to the Agent for authentication, execution on behalf of the
      Holders and delivery, together with its Issuer Order for authentication of
      such Certificates, and the Agent in accordance with such Issuer Order
      shall authenticate, execute on behalf of the Holders and deliver such
      Certificates.

            (b) The Certificates shall be executed on behalf of the Company by
      the Chief Executive Officer, the Chief Financial Officer, the President,
      any Vice-President, the Treasurer, any Assistant Treasurer, the Secretary
      or any Assistant Secretary (or other officer performing similar functions)
      of the Company and delivered to the Agent. The signature of any of these
      officers on the Certificates may be manual or facsimile.


                                       25
<PAGE>

            (c) Certificates bearing the manual or facsimile signatures of
      individuals who were at any time the proper officers of the Company shall
      bind the Company, notwithstanding that such individuals or any of them
      have ceased to hold such offices prior to the authentication and delivery
      of such Certificates or did not hold such offices at the date of such
      Certificates.

            (d) No Purchase Contract evidenced by a Certificate shall be valid
      until such Certificate has been executed on behalf of the Holder by the
      manual signature of an authorized Officer of the Agent, as such Holder's
      attorney-in-fact. Such signature by an authorized officer of the Agent
      shall be conclusive evidence that the Holder of such Certificate has
      entered into the Purchase Contract or Purchase Contracts evidenced by such
      Certificate.

            (e) Each Certificate shall be dated the date of its authentication.

            (f) No Certificate shall be entitled to any benefit under this
      Agreement or be valid or obligatory for any purpose unless there appears
      on such Certificate a certificate of authentication substantially in the
      form provided for herein executed by an authorized officer of the Agent by
      manual signature, and such certificate upon any Certificate shall be
      conclusive evidence, and the only evidence, that such Certificate has been
      duly authenticated and delivered hereunder.

            SECTION 3.4 Temporary Certificates.

            (a) Pending the preparation of definitive Certificates, the Company
      shall execute and deliver to the Agent, and the Agent shall authenticate,
      execute on behalf of the Holders, and deliver, in lieu of such definitive
      Certificates, temporary Certificates which are in substantially the form
      set forth in Exhibit A or Exhibit B hereto, as the case may be, with such
      letters, numbers or other marks of identification or designation and such
      legends or endorsements printed, lithographed or engraved thereon as may
      be required by the rules of any securities exchange on which the Normal
      Units or Stripped Units, as the case may be, are listed or quoted for
      trading or any depositary transfer, or as may, consistently herewith, be
      determined by the officers of the Company executing such Certificates, as
      evidenced by their execution of the Certificates.

            (b) If temporary Certificates are issued, the Company will cause
      definitive Certificates to be prepared without unreasonable delay. After
      the preparation of definitive Certificates, the temporary Certificates
      shall be exchangeable for definitive Certificates upon surrender of the
      temporary Certificates at the Corporate Trust Office, at the expense of
      the Company and without charge to the Holder. Upon surrender for
      cancellation of any one or more temporary Certificates, the Company shall
      execute and deliver to the Agent, and the Agent shall authenticate,
      execute on behalf of the Holder, and deliver in exchange therefor, one or
      more definitive Certificates of like tenor and


                                       26
<PAGE>

      denominations and evidencing a like number of Normal Units or Stripped
      Units, as the case may be, as the temporary Certificate or Certificates so
      surrendered. Until so exchanged, the temporary Certificates shall in all
      respects evidence the same benefits and the same obligations with respect
      to the Normal Units or Stripped Units, as the case may be, evidenced
      thereby as definitive Certificates.

            SECTION 3.5 Registration; Registration of Transfer and Exchange.

            (a) The Agent shall keep at the Corporate Trust Office a register
      (the "Normal Units Register") in which, subject to such reasonable
      regulations as it may prescribe, the Agent shall provide for the
      registration of Normal Units Certificates and of transfers of Normal Units
      Certificates (the Agent, in such capacity, the "Normal Units Registrar")
      and a register (the "Stripped Units Register") in which, subject to such
      reasonable regulations as it may prescribe, the Agent shall provide for
      the registration of the Stripped Units Certificates and transfers of
      Stripped Units Certificates (the Agent, in such capacity, the "Stripped
      Units Registrar").

            (b) Upon surrender for registration of transfer of any Certificate
      at the Corporate Trust Office, the Company shall execute and deliver to
      the Agent, and the Agent shall authenticate, execute on behalf of the
      designated transferee or transferees, and deliver one or more new
      Certificates of like tenor and denominations, registered in the name of
      the designated transferee or transferees, and evidencing a like number of
      Normal Units or Stripped Units, as the case may be.

            (c) At the option of the Holder, Certificates may be exchanged for
      other Certificates, of like tenor and denominations and evidencing a like
      number of Normal Units or Stripped Units, as the case may be, upon
      surrender of the Certificates to be exchanged at the Corporate Trust
      Office. Whenever any Certificates are so surrendered for exchange, the
      Company shall execute and deliver to the Agent, and the Agent shall
      authenticate, execute on behalf of the Holder, and deliver the
      Certificates which the Holder making the exchange is entitled to receive.

            (d) All Certificates issued upon any registration of transfer or
      exchange of a Certificate shall evidence the ownership of the same number
      of Normal Units or Stripped Units, as the case may be, and be entitled to
      the same benefits and subject to the same obligations, under this
      Agreement as the Normal Units or Stripped Units, as the case may be,
      evidenced by the Certificate surrendered upon such registration of
      transfer or exchange.

            (e) Every Certificate presented or surrendered for registration of
      transfer or for exchange shall (if so required by the Company or the
      Agent) be duly endorsed, or be accompanied by a written instrument of
      transfer in form


                                       27
<PAGE>

      satisfactory to the Company and the Agent duly executed by the Holder
      thereof or its attorney duly authorized in writing.

            (f) No service charge shall be made for any registration of transfer
      or exchange of a Certificate, but the Company and the Agent may require
      payment from the Holder 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 Certificates, other than any
      exchanges pursuant to Sections 3.6, 3.9 and 8.5 not involving any
      transfer.

            (g) Notwithstanding the foregoing, the Company shall not be
      obligated to execute and deliver to the Agent, and the Agent shall not be
      obligated to authenticate, execute on behalf of the Holder and deliver,
      any Certificate presented or surrendered for registration of transfer or
      for exchange on or after the Business Day immediately preceding the
      earlier of the Share Purchase Date or the Termination Date. In lieu of
      delivery of a new Certificate, upon satisfaction of the applicable
      conditions specified above in this Section and receipt of appropriate
      registration or transfer instructions from such Holder, the Agent shall,

                  (i) if the Share Purchase Date has occurred, deliver the
            Common Shares issuable in respect of the Purchase Contracts forming
            a part of the Units evidenced by such Certificate,

                  (ii) in the case of Normal Units, if a Termination Event shall
            have occurred prior to the Share Purchase Date, transfer the Notes
            or the appropriate Treasury Consideration, as applicable, relating
            to such Normal Units, or

                  (iii) in the case of Stripped Units, if a Termination Event
            shall have occurred prior to the Share Purchase Date, transfer the
            Treasury Securities relating to such Stripped Units,

      in each case subject to the applicable conditions and in accordance with
      the applicable provisions of Article V.

            SECTION 3.6 Book-Entry Interests.

            The Certificates, on original issuance, will be issued in the form
of one or more fully registered Global Certificates, to be delivered to the
Depositary or a nominee or custodian thereof by, or on behalf of, the Company.
Such Global Certificate shall initially be registered on the books and records
of the Company in the name of Cede & Co., the nominee of the Depositary, and no
Beneficial Owner will receive a definitive Certificate representing such
Beneficial Owner's interest in such Global Certificate, except as provided in
Section 3.9. The Agent shall enter into a customary agreement with the
Depositary if so requested by the Company. Unless and until definitive, fully
registered Certificates have been issued to Beneficial Owners pursuant to
Section 3.9:


                                       28
<PAGE>

            (a) the provisions of this Section 3.6 shall be in full force and
      effect;

            (b) the Company and the Agent shall be entitled to deal with the
      Clearing Agency for all purposes of this Agreement (including the payment
      of Contract Adjustment Payments, if any, and receiving approvals, votes or
      consents hereunder) as the Holder of the Units and the sole holder of the
      Global Certificate(s) and shall have no obligation to the Beneficial
      Owners;

            (c) to the extent that the provisions of this Section 3.6 conflict
      with any other provisions of this Agreement or any Certificate, the
      provisions of this Section 3.6 shall control; and

            (d) the rights of the Beneficial Owners shall be exercised only
      through the Clearing Agency and shall be limited to those established by
      law and agreements between such Beneficial Owners and the Clearing Agency
      and/or the Clearing Agency Participants.

            The Clearing Agency will make book-entry transfers among Clearing
Agency Participants and receive and transmit payments of Contract Adjustment
Payments to such Clearing Agency Participants.

            SECTION 3.7 Notices to Holders.

            Whenever a notice or other communication to the Holders is required
to be given under this Agreement, the Company or the Company's agent shall give
such notices and communications to the Holders and, with respect to any Units
registered in the name of a Clearing Agency or the nominee of a Clearing Agency,
the Company or the Company's agent shall, except as set forth herein, have no
obligations to the Beneficial Owners.

            SECTION 3.8 Appointment of Successor Clearing Agency.

            If any Clearing Agency elects to discontinue its services as
securities depositary with respect to the Units, the Company may, in its sole
discretion, appoint a successor Clearing Agency with respect to the Units.

            SECTION 3.9 Definitive Certificates.

            If

                  (i) a Clearing Agency notifies the Company that it is
            unwilling or unable to continue its services as securities
            depositary with respect to the Units and a successor Clearing Agency
            is not appointed within 90 days after such discontinuance pursuant
            to Section 3.8,


                                       29
<PAGE>

                  (ii) the Company elects to terminate the book-entry system
            arrangements through the Clearing Agency with respect to the Units,
            or

                  (iii) there shall have occurred and be continuing a default by
            the Company in respect of its obligations under one or more Purchase
            Contracts,

then upon surrender of the Global Certificates representing the Book-Entry
Interests with respect to the Units by the Clearing Agency, accompanied by
registration instructions, the Company shall cause definitive Certificates to be
delivered to Beneficial Owners in accordance with the instructions of the
Clearing Agency. The Company shall not be liable for any delay in delivery of
such instructions and may conclusively rely on and shall be protected in relying
on, such instructions.

            SECTION 3.10 Mutilated, Destroyed, Lost and Stolen Certificates.

            (a) If any mutilated Certificate is surrendered to the Agent, the
Company shall execute and deliver to the Agent, and the Agent shall
authenticate, execute on behalf of the Holder, and deliver in exchange therefor,
a new Certificate at the cost of the Holder, evidencing the same number of
Normal Units or Stripped Units, as the case may be, and bearing a Certificate
number not contemporaneously outstanding.

            (b) If there shall be delivered to the Company and the Agent (i)
evidence to their satisfaction of the destruction, loss or theft of any
Certificate, and (ii) such security or indemnity at the cost of the Holder as
may be required by them to hold each of them and any agent of either of them
harmless, then, in the absence of notice to the Company or to a Responsible
Officer of the Agent that such Certificate has been acquired by a protected
purchaser, the Company shall execute and deliver to the Agent, and the Agent
shall authenticate, execute on behalf of the Holder, and deliver to the Holder,
in lieu of any such destroyed, lost or stolen Certificate, a new Certificate,
evidencing the same number of Normal Units or Stripped Units, as the case may
be, and bearing a Certificate number not contemporaneously outstanding.

            (c) Notwithstanding the foregoing, the Company shall not be
obligated to execute and deliver to the Agent, and the Agent shall not be
obligated to authenticate, execute on behalf of the Holder, and deliver to the
Holder, a Certificate on or after the Business Day immediately preceding the
earlier of the Share Purchase Date or the Termination Date. In lieu of delivery
of a new Certificate, upon satisfaction of the applicable conditions specified
above in this Section and receipt of appropriate registration or transfer
instructions from such Holder, the Agent shall


                                       30
<PAGE>

                  (i) if the Share Purchase Date has occurred, deliver the
            Common Shares issuable in respect of the Purchase Contracts forming
            a part of the Units evidenced by such Certificate,

                  (ii) in the case of Normal Units, if a Termination Event shall
            have occurred prior to the Share Purchase Date, transfer the Notes
            or the appropriate Treasury Consideration, as applicable, relating
            to such Normal Units, or

                  (iii) in the case of Stripped Units, if a Termination Event
            shall have occurred prior to the Share Purchase Date, transfer the
            Treasury Securities relating to such Stripped Units,

in each case subject to the applicable conditions and in accordance with the
applicable provisions of Article V.

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

            (e) Every new Certificate issued pursuant to this Section in lieu of
      any destroyed, lost or stolen Certificate shall constitute an original
      additional contractual obligation of the Company and of the Holder in
      respect of the Unit evidenced thereby, whether or not the destroyed, lost
      or stolen Certificate (and the Units evidenced thereby) shall be at any
      time enforceable by anyone, and shall be entitled to all the benefits and
      be subject to all the obligations of this Agreement equally and
      proportionately with any and all other Certificates delivered hereunder.

            (f) The provisions of this Section are exclusive and shall preclude
      (to the extent lawful) all other rights and remedies with respect to the
      replacement or payment of mutilated, destroyed, lost or stolen
      Certificates.

            SECTION 3.11 Persons Deemed Owners.

            (a) Prior to due presentment of a Certificate for registration of
      transfer, the Company and the Agent, and any agent of the Company or the
      Agent, may treat the Person in whose name such Certificate is registered
      on the Register as the owner of the Units evidenced thereby, for the
      purpose of receiving quarterly payments on the Notes or Treasury
      Consideration, receiving payment of Contract Adjustment Payments, if any,
      and any Deferred Contract Adjustment Payments, performance of the Purchase
      Contracts and for all other purposes whatsoever, whether or not any such
      payments shall be overdue and notwithstanding any


                                       31
<PAGE>

      notice to the contrary, and neither the Company nor the Agent, nor any
      agent of the Company or the Agent, shall be affected by notice to the
      contrary.

                  (b) Notwithstanding the foregoing, with respect to any Global
            Certificate, nothing herein shall prevent the Company, the Agent or
            any agent of the Company or the Agent, from treating the Clearing
            Agency as the sole Holder of such Global Certificate or from giving
            effect to any written certification, proxy or other authorization
            furnished by any Clearing Agency (or its nominee), as a Holder of
            such Global Certificate, with respect to such Global Certificate or
            impair, as between such Clearing Agency and owners of beneficial
            interests in such Global Certificate, the operation of customary
            practices governing the exercise of rights of such Clearing Agency
            (or its nominee) as a Holder of such Global Certificate.

            SECTION 3.12 Cancellation.

            (a) All Certificates surrendered (i) for delivery of Common Shares
      on or after any Settlement Date; (ii) upon the transfer of Notes or
      Treasury Consideration or Treasury Securities, as the case may be, after
      the occurrence of a Termination Event or pursuant to an Early Settlement
      or Merger Early Settlement, or a Collateral Substitution or an
      establishment or re-establishment of a Normal Unit; or (iii) upon the
      registration of a transfer or exchange of a Unit shall, if surrendered to
      any Person other than the Agent, be delivered to the Agent and, if not
      already cancelled, shall be promptly cancelled by it. The Company may at
      any time deliver to the Agent for cancellation any Certificates previously
      authenticated, executed on behalf of the Holder and delivered hereunder
      which the Company may have acquired in any manner whatsoever, and all
      Certificates so delivered shall, upon Issuer Order, be promptly cancelled
      by the Agent. No Certificates shall be authenticated, executed on behalf
      of the Holder and delivered in lieu of or in exchange for any Certificates
      cancelled as provided in this Section, except as expressly permitted by
      this Agreement. All cancelled Certificates held by the Agent shall be
      disposed of by the Agent in accordance with its then customary procedures.

            (b) If the Company or any Affiliate of the Company shall acquire any
      Certificate, such acquisition shall not operate as a cancellation of such
      Certificate unless and until such Certificate is delivered to the Agent
      cancelled or for cancellation.

            SECTION 3.13 Establishment of Stripped Units.

            (a) A Holder may separate the Pledged Notes or Pledged Treasury
      Consideration (other than Prepayment Treasury Consideration), as
      applicable, from the related Purchase Contracts in respect of the Normal
      Units held by such Holder by substituting for such Pledged Notes or
      Pledged Treasury Consideration, as the case may be, Treasury Securities
      that will pay at the Share Purchase Date


                                       32
<PAGE>

      an amount equal to the aggregate Stated Amount of such Normal Units (a
      "Collateral Substitution"), at any time from and after the date of this
      Agreement and on or prior to the second Business Day immediately preceding
      the Share Purchase Date, by (i) depositing with the Collateral Agent
      Treasury Securities having an aggregate principal amount equal to the
      aggregate Stated Amount of such Normal Units, and (ii) transferring the
      related Normal Units to the Agent accompanied by a notice to the Agent,
      substantially in the form of Exhibit D hereto, stating that the Holder has
      transferred the relevant amount of Treasury Securities to the Collateral
      Agent and requesting that the Agent instruct the Collateral Agent to
      release the Pledged Notes or Pledged Treasury Consideration, as the case
      may be, underlying such Normal Units, whereupon the Agent shall promptly
      give such instruction to the Collateral Agent, substantially in the form
      of  Exhibit C hereto. Notwithstanding the foregoing, a Holder may not
      separate the Pledged Notes or Pledged Treasury Consideration from the
      related Purchase Contracts in respect of the Normal Units held by such
      Holder during the periods beginning on the fourth Business Day prior to
      the first day of any Remarketing Period and ending on the third Business
      Day after the end of such Remarketing Period. Upon receipt of the Treasury
      Securities described in clause (i) above and the instruction described in
      clause (ii) above, in accordance with the terms of the Pledge Agreement,
      the Collateral Agent will release to the Agent, on behalf of the Holder,
      such Pledged Notes or Pledged Treasury Consideration from the Pledge, free
      and clear of the Company's security interest therein, and upon receipt
      thereof the Agent shall promptly:

                  (x) cancel the related Normal Units;

                  (y) transfer the Pledged Notes or Pledged Treasury
            Consideration, as the case may be, to the Holder; and

                  (z) authenticate, execute on behalf of such Holder and deliver
            a Stripped Units Certificate executed by the Company in accordance
            with Section 3.3 evidencing the same number of Purchase Contracts as
            were evidenced by the cancelled Normal Units.

            (b) Holders who elect to separate the Pledged Notes or Pledged
      Treasury Consideration, as the case may be, from the related Purchase
      Contract and to substitute Treasury Securities for such Pledged Notes or
      Pledged Treasury Consideration shall be responsible for any fees or
      expenses payable to the Collateral Agent for its services as Collateral
      Agent in respect of the substitution, and the Company shall not be
      responsible for any such fees or expenses.

            (c) Holders may make Collateral Substitutions (i) if Treasury
      Securities are being substituted for Pledged Notes, only in integral
      multiples of 40 Normal Units, or (ii) if the Collateral Substitutions
      occur after a successful remarketing of the Notes pursuant to the
      provisions of Section 5.4 or after a Tax


                                       33
<PAGE>

      Event Redemption, as the case may be, only in integral multiples of Normal
      Units such that the Treasury Securities to be deposited and the Treasury
      Consideration to be released are in integral multiples of $1,000.

            (d) In the event a Holder making a Collateral Substitution pursuant
      to this Section 3.13 fails to effect a book-entry transfer of the Normal
      Units or fails to deliver a Normal Units Certificate to the Agent after
      depositing Treasury Securities with the Collateral Agent, the Pledged
      Notes or Pledged Treasury Consideration, as the case may be, constituting
      a part of such Normal Units, and any distributions on such Pledged Notes
      or Pledged Treasury Consideration shall be held in the name of the Agent
      or its nominee in trust for the benefit of such Holder, until such Normal
      Units are so transferred or the Normal Units Certificate is so delivered,
      as the case may be, or, with respect to a Normal Units Certificate, such
      Holder provides evidence satisfactory to the Company and the Agent that
      such Normal Units Certificate has been destroyed, lost or stolen, together
      with any indemnity that may be required by the Agent and the Company.

            (e) Except as described in this Section 3.13, for so long as the
      Purchase Contract underlying a Normal Unit remains in effect, such Normal
      Unit shall not be separable into its constituent parts, and the rights and
      obligations of the Holder of such Normal Unit in respect of the Pledged
      Note or the Pledged Treasury Consideration, as the case may be, and the
      Purchase Contract comprising such Normal Unit may be acquired, and may be
      transferred and exchanged, only as a Normal Unit.

            SECTION 3.14 Reestablishment of Normal Units.

            (a) A Holder of Stripped Units may reestablish Normal Units at any
      time from and after the date of this Agreement and on or prior to the
      second Business Day immediately preceding the Share Purchase Date, by (i)
      depositing with the Collateral Agent the Notes or the appropriate Treasury
      Consideration (identified and calculated by reference to the Treasury
      Consideration then comprising Normal Units), as the case may be, then
      comprising such number of Normal Units as is equal to the number of such
      Stripped Units and (ii) transferring such Stripped Units to the Agent
      accompanied by a notice to the Agent, substantially in the form of Exhibit
      D hereto, stating that the Holder has transferred the relevant amount of
      Notes or the appropriate Treasury Consideration, as the case may be, to
      the Collateral Agent and requesting that the Agent instruct the Collateral
      Agent to release the Pledged Treasury Securities underlying such Stripped
      Unit, whereupon the Agent shall promptly give such instruction to the
      Collateral Agent, substantially in the form of Exhibit C hereto.
      Notwithstanding the foregoing, a Holder may not reestablish Normal Units
      during the periods beginning on the fourth Business Day prior to the first
      day of any Remarketing Period and ending on the third Business Day after
      the end of such Remarketing Period. Upon receipt of the Notes or the
      appropriate Treasury


                                       34
<PAGE>

      Consideration, as the case may be, described in clause (i) above and the
      instruction described in clause (ii) above, in accordance with the terms
      of the Pledge Agreement, the Collateral Agent will release to the Agent,
      on behalf of the Holder, such Pledged Treasury Securities from the Pledge,
      free and clear of the Company's security interest therein, and upon
      receipt thereof the Agent shall promptly:

                  (x) cancel the related Stripped Units;

                  (y) transfer the Pledged Treasury Securities to the Holder;
            and

                  (z) authenticate, execute on behalf of such Holder and deliver
            a Normal Units Certificate executed by the Company in accordance
            with Section 3.3 evidencing the same number of Purchase Contracts
            as were evidenced by the cancelled Stripped Units.

            (b) Holders of Stripped Units may reestablish Normal Units (i) if
      Notes are being substituted for the Pledged Treasury Securities, only in
      integral multiples of 4O Stripped Units for 40 Normal Units or (ii) if the
      reestablishment occurs after a successful remarketing of the Notes
      pursuant to the provisions of Section 5.4 or after a Tax Event
      Redemption, as the case may be, only in integral multiples of Stripped
      Units such that the Treasury Consideration to be deposited and the
      Treasury Securities to be released are in integral multiples of $1,000.

            (c) Except as provided in this Section 3.14, for so long as the
      Purchase Contract underlying a Stripped Unit remains in effect, such
      Stripped Unit shall not be separable into its constituent parts, and the
      rights and obligations of the Holder of such Stripped Unit in respect of
      the Pledged Treasury Securities and Purchase Contract comprising such
      Stripped Unit may be acquired, and may be transferred and exchanged, only
      as a Stripped Unit.

            SECTION 3.15 Transfer of Collateral upon Occurrence of Termination
Event

            Upon the occurrence of a Termination Event and the transfer to the
Agent of the Notes or the appropriate Treasury Consideration or the Treasury
Securities, as the case may be, underlying the Normal Units and the Stripped
Units pursuant to the terms of the Pledge Agreement, the Agent shall request
transfer instructions with respect to such Notes or the appropriate Treasury
Consideration or Treasury Securities, as the case may be, from each Holder by
written request mailed to such Holder at its address as it appears in the Normal
Units Register or the Stripped Units Register, as the case may be. Upon
book-entry transfer of the Normal Units or Stripped Units or delivery of a
Normal Units Certificate or Stripped Units Certificate to the Agent with such
transfer instructions, the Agent shall transfer the Notes, the appropriate
Treasury Consideration or the Treasury Securities underlying such Normal Units
or Stripped Units, as the case may be, to such Holder by book-entry transfer, or
other appropriate procedures, in accordance with such


                                       35
<PAGE>

instructions. In the event a Holder of Normal Units or Stripped Units fails to
effect such transfer or delivery, the Notes, the appropriate Treasury
Consideration or the Treasury Securities, as the case may be, underlying such
Normal Units or Stripped Units, as the case may be, and any distributions
thereon, shall be held in the name of the Agent or its nominee in trust for the
benefit of such Holder, until such Normal Units or Stripped Units are
transferred or the Normal Units Certificate or Stripped Units Certificate is
surrendered or such Holder provides satisfactory evidence that such Normal Units
Certificate or Stripped Units Certificate has been destroyed, lost or stolen,
together with any indemnity that may be required by the Agent and the Company.
In the case of the Treasury Portfolio or any Treasury Securities, the Agent may
dispose of the subject securities for cash and pay the applicable portion of
such cash to the Holders in lieu of such Holders' Treasury Securities, where
such Holder would otherwise have been entitled to receive less than $1,000 of
any such security.

            SECTION 3.16 No Consent to Assumption.

            Each Holder of a Unit, by acceptance thereof, shall be deemed
expressly to have withheld any consent to the assumption (i.e., affirmance),
under Section 365 of the Bankruptcy Code or otherwise, of the Purchase Contract
by the Company, any receiver, liquidator or person or entity performing similar
functions or its trustee in the event that the Company becomes the debtor under
the Bankruptcy Code or subject to other similar state or federal law providing
for reorganization or liquidation.

            SECTION 3.17 CUSIP Numbers.

            The Company in issuing the Securities may use "CUSIP" numbers (if
then generally in use), and, if so, the Agent shall use "CUSIP" numbers in
notices of redemption as a convenience to Holders; provided that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company will promptly notify
the Agent of any changes in the "CUSIP" numbers.

                                   ARTICLE IV

                                   THE NOTES

            SECTION 4.1 Payment of interest; Rights to Interest Payments
Preserved; Notice.

            (a) A payment on any Note or Treasury Consideration, as the case may
      be, which is paid on any Payment Date shall, subject to receipt thereof by
      the Agent from the Collateral Agent as provided by the terms of the Pledge
      Agreement, be paid to the Person in whose name the Normal Units
      Certificate (or one or more Predecessor Normal Units Certificates) of
      which such Note or the


                                       36
<PAGE>

appropriate Treasury Consideration is a part is registered at the close of
business on the Record Date for such Payment Date.

            (b) Each Normal Units Certificate evidencing Notes delivered under
      this Agreement upon registration of transfer of or in exchange for or in
      lieu of any other Normal Units Certificate shall carry the rights to
      interest accrued and unpaid, and rights to accrue interest, which were
      carried by the Notes underlying such other Normal Units Certificate.

            (c) In the case of any Normal Unit with respect to which Early
      Settlement of the underlying Purchase Contract is effected on an Early
      Settlement Date, or with respect to which Merger Early Settlement of the
      underlying Purchase Contract is effected on a Merger Early Settlement
      Date, or with respect to which Cash Settlement is effected on the Business
      Day immediately preceding the Share Purchase Date, or with respect to
      which a Collateral Substitution is effected, in each case on a date that
      is after any Record Date and on or prior to the next succeeding Payment
      Date, payments on the Note or the appropriate Treasury Consideration, as
      the case may be, underlying such Normal Unit otherwise payable on such
      Payment Date shall be payable on such Payment Date notwithstanding such
      Early Settlement, Merger Early Settlement, Cash Settlement or Collateral
      Substitution, as the case may be, and such payments shall, subject to
      receipt thereof by the Agent, be payable to the Person in whose name the
      Normal Units Certificate (or one or more Predecessor Normal Unit
      Certificates) was registered at the close of business on such Record Date.
      Except as otherwise expressly provided in the immediately preceding
      sentence, in the case of any Normal Unit with respect to which Early
      Settlement, Merger Early Settlement or Cash Settlement of the underlying
      Purchase Contract is effected, or with respect to which a Collateral
      Substitution has been effected, payments on the related Notes or payments
      on the appropriate Treasury Consideration that would otherwise be payable
      after the applicable Settlement Date or after such Collateral
      Substitution, as the case may be, shall not be payable hereunder to the
      Holder of such Normal Unit; provided, that to the extent that such Holder
      continues to hold the separated Notes that formerly comprised a part of
      such Holder's Normal Units, such Holder shall be entitled to receive any
      payments on such separated Notes.

            SECTION 4.2 Notice and Voting.

            Under and subject to the terms of the Pledge Agreement and this
Agreement, the Agent will be entitled to exercise the voting and any other
consensual rights pertaining to the Pledged Notes but only to the extent
instructed by the Holders as described below. Upon receipt of notice of any
meeting at which holders of Notes are entitled to vote or upon any solicitation
of consents, waivers or proxies of holders of Notes, the Agent shall, as soon as
practicable thereafter, mail to the Holders of Normal Units a notice (a)
containing such information as is contained in the notice or solicitation,


                                       37
<PAGE>

(b) stating that each Holder on the record date set by the Agent therefor
(which, to the extent possible, shall be the same date as the record date for
determining the holders of Notes entitled to vote) shall be entitled to instruct
the Agent as to the exercise of the voting rights pertaining to the Pledged
Notes underlying their Normal Units and (c) stating the manner in which such
instructions may be given. Upon the written request of any Holder of Normal
Units on such record date, the Agent shall endeavor insofar as practicable to
vote or cause to be voted, in accordance with the instructions set forth in such
request, the maximum number of Pledged Notes as to which any particular voting
instructions are received. In the absence of specific instructions from the
Holder of a Normal Unit, the Agent shall abstain from voting the Pledged Note
underlying such Normal Unit. The Company hereby agrees, if applicable, to
solicit Holders of Normal Units to timely instruct the Agent in order to enable
the Agent to vote such Pledged Notes.

            SECTION 4.3 Tax Event Redemption.

            Upon the occurrence of a Tax Event Redemption prior to the
successful remarketing of the Notes pursuant to the provisions of Section 5.4,
the Company may elect to instruct in writing the Collateral Agent to apply, and
upon such written instruction, the Collateral Agent shall apply, out of the
aggregate Redemption Price for the Notes that are components of Normal Units, an
amount equal to the Tax Event Redemption Principal Amount to purchase on behalf
of the Holders of Normal Units the Treasury Portfolio and promptly remit the
remaining portion of such Redemption Price to the Agent for payment to the
Holders of such Normal Units. The Treasury Portfolio will be substituted for the
Pledged Notes, and will be pledged to the Collateral Agent in accordance with
the terms of the Pledge Agreement to secure the obligation of each Holder of a
Normal Unit to purchase the Common Shares under the Purchase Contract
constituting a part of such Normal Unit. Following the occurrence of a Tax Event
Redemption prior to a successful remarketing of the Notes pursuant to the
provisions of Section 5.4, the Holders of Normal Units and the Collateral Agent
shall have such security interests, rights and obligations with respect to the
Treasury Portfolio as the Holder of Normal Units and the Collateral Agent had in
respect of the Notes, as the case may be, subject to the Pledge thereof as
provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any
reference herein or in the Certificates to the Note shall be deemed to be a
reference to such Treasury Portfolio and any reference herein or in the
Certificates to interest on the Notes shall be deemed to be a reference to
corresponding distributions on the Treasury Portfolio. The Company may cause to
be made in any Normal Unit Certificates thereafter to be issued such change in
phraseology and form (but not in substance) as may be appropriate to reflect the
substitution of the Treasury Portfolio for Notes as collateral.

            Upon the occurrence of a Tax Event Redemption after the successful
remarketing of the Notes, the Redemption Price will be payable in cash to the
holders of the Notes.


                                       38
<PAGE>

            SECTION 4.4 Consent to Treatment for Tax Purposes

            Each Holder of a Normal Unit or a Stripped Unit, by its acceptance
thereof, covenants and agrees to treat itself as the owner, for federal, state
and local income and franchise tax purposes of (i) the related Notes or the
appropriate Treasury Consideration, in the case of the Normal Units, or (ii) the
Treasury Securities, in the case of the Stripped Units. Each Holder of a Normal
Unit, by its acceptance thereof, further covenants and agrees (i) to treat the
Notes as indebtedness of Platinum Underwriters Finance, Inc. for federal, state
and local income and franchise tax purposes and (ii) to allocate 100% of the
issue price of a Normal Unit in the Initial Public Offering to the beneficial
interest in the Note and 0% of the issue price to the Purchase Contract.

            SECTION 4.5 Prepayment of Notes.

            Upon the prepayment in full of the principal of the Notes prior to
the earlier to occur of a successful remarketing of the Notes pursuant to the
provisions of Section 5.4 and a Termination Event (a "Prepayment Event"), the
Company shall instruct the Collateral Agent in writing to purchase, and upon
such written instruction, the Collateral Agent shall purchase the Prepayment
Treasury Consideration on behalf of the Holders of Normal Units and promptly
remit the remaining portion of any payments received with respect to such Notes
to the Agent for payment to the Holders of such Normal Units. Any distribution
to Holders of excess funds shall be payable at the Corporate Trust Office or, at
the option of the Holder, by check mailed to the address of the Person entitled
thereto at such address as it appears on the Register or by wire transfer to an
account maintained in the United States specified by the Holder. The Prepayment
Treasury Consideration will be substituted for the Pledged Notes, and will be
pledged to the Collateral Agent in accordance with the terms of the Pledge
Agreement to secure the obligation of each Holder of a Normal Unit to purchase
the Common Shares under the Purchase Contract constituting a part of such Normal
Unit. Following the occurrence of a Prepayment Event, the Holders of Normal
Units and the Collateral Agent shall have such security interests, rights and
obligations with respect to the Prepayment Treasury Consideration as the Holder
of Normal Units and the Collateral Agent had in respect of the Notes, as the
case may be, subject to the Pledge thereof as provided in Articles II, III, IV,
V and VI of the Pledge Agreement, and any reference herein or in the
Certificates to the Note shall be deemed to be a reference to such Prepayment
Treasury Consideration. The Company may cause to be made in any Normal Unit
Certificates thereafter to be issued such change in phraseology and form (but
not in substance) as may be appropriate to reflect the substitution of the
Prepayment Treasury Consideration for Notes as collateral.


                                       39
<PAGE>

                                    ARTICLE V

                 THE PURCHASE CONTRACTS; THE REMARKETING

            SECTION 5.1 Purchase of Common Shares.

            (a) Each Purchase Contract shall, unless an Early Settlement has
      occurred in accordance with Section 5.9, or a Merger Early Settlement has
      occurred in accordance with Section 5.10, obligate the Holder of the
      related Unit to purchase, and the Company to sell, on the Share Purchase
      Date at a price equal to $25 (the "Purchase Price"), a number of newly
      issued Common Shares equal to the Settlement Rate unless, on or prior to
      the Share Purchase Date, a Termination Event shall have occurred. The
      "Settlement Rate" is equal to,

                  (i) if the Applicable Market Value (as defined below) is equal
            to or greater than $27.45 (the "Threshold Appreciation Price"),
            .9107 Common Shares per Purchase Contract,

                  (ii) if the Applicable Market Value is less than the Threshold
            Appreciation Price, but is greater than $22.50, the number of Common
            Shares per Purchase Contract equal to the Purchase Price divided by
            the Applicable Market Value, and

                  (iii) if the Applicable Market Value is equal to or less than
            $22.50, 1.1111 Common Shares per Purchase Contract,

      in each case subject to adjustment as provided in Section 5.6 (and in each
      case rounded upward or downward to the nearest 1/10,000th of a share).

            (b) No fractional Common Shares will be issued by the Company with
      respect to the payment of Contract Adjustment Payments on the Share
      Purchase Date. In lieu of fractional shares otherwise issuable with
      respect to such payment of Contract Adjustment Payments, the Holder will
      be entitled to receive an amount in cash as provided in Section 5.12.

            (c) The "Applicable Market Value" means the average of the Closing
      Price per Common Share on each of the 20 consecutive Trading Days ending
      on the third Trading Day immediately preceding the Share Purchase Date.
      The "Closing Price" of the Common Shares on any date of determination
      means the closing sale price (or, if no closing price is reported, the
      last reported sale price) of the Common Shares on the New York Stock
      Exchange (the "NYSE") on such date or, if the Common Shares are not listed
      for trading on the NYSE on any such date, as reported in the composite
      transactions for the principal United States securities exchange on which
      the Common Shares are so listed, or if the Common Shares are not so listed
      on a United States securities exchange, as reported by The Nasdaq Stock
      Market, or, if the Common Shares are not so reported, the last


                                       40
<PAGE>

      quoted bid price for the Common Shares in the over-the-counter market as
      reported by the National Quotation Bureau or similar organization, or, if
      such bid price is not available, the market value of the Common Shares on
      such date as determined by a nationally recognized independent investment
      banking firm retained for this purpose by the Company. A "Trading Day"
      means a day on which the Common Shares (A) are not suspended from trading
      on any national or regional securities exchange or association or
      over-the-counter market at the close of business and (B) have traded at
      least once on the national or regional securities exchange or association
      or over-the-counter market that is the primary market for the trading of
      the Common Shares at the close of business on such day.

            (d) Each Holder of a Unit, by its acceptance thereof, irrevocably
      authorizes the Agent to enter into and perform the related Purchase
      Contract on its behalf as its attorney-in-fact (including the execution of
      Certificates on behalf of such Holder), agrees to be bound by the terms
      and provisions thereof, covenants and agrees to perform its obligations
      under such Purchase Contract, consents to the provisions hereof,
      irrevocably authorizes the Agent as its attorney-in-fact to enter into and
      perform the Pledge Agreement on its behalf as its attorney-in-fact, and
      consents to and agrees to be bound by the Pledge of the Notes, the
      appropriate Treasury Consideration or the Treasury Securities pursuant to
      the Pledge Agreement; provided that upon a Termination Event, the rights
      of the Holder of such Unit under the Purchase Contract may be enforced
      without regard to any other rights or obligations. Each Holder of a Unit,
      by its acceptance thereof further covenants and agrees, that, to the
      extent and in the manner provided in Section 5.4 and the Pledge Agreement,
      but subject to the terms thereof, payments in respect of the Pledged
      Notes, the Pledged Treasury Consideration or the Pledged Treasury
      Securities to be paid upon settlement of such Holder's obligations to
      purchase Common Shares under the Purchase Contract, shall be paid on the
      Share Purchase Date by the Collateral Agent to the Company in satisfaction
      of such Holder's obligations under such Purchase Contract and such Holder
      shall acquire no right, title or interest in such payments.

            (e) Upon registration of transfer of a Certificate, the transferee
      shall be bound (without the necessity of any other action on the part of
      such transferee) under the terms of this Agreement, the Purchase Contracts
      underlying such Certificate and the Pledge Agreement, and the transferor
      shall be released from the obligations under this Agreement, the Purchase
      Contracts underlying the Certificate so transferred and the Pledge
      Agreement. The Company covenants and agrees, and each Holder of a
      Certificate, by its acceptance thereof, likewise covenants and agrees, to
      be bound by the provisions of this paragraph.

            SECTION 5.2 Contract Adjustment Payments.

            (a) Subject to Section 5.3 herein, the Company shall pay, on each
      Payment Date, the Contract Adjustment Payments, if any, payable in respect
      of


                                       41
<PAGE>

      each Purchase Contract to the Person in whose name a Certificate (or one
      or more Predecessor Certificates) is registered on the Register at the
      close of business on the Record Date next preceding such Payment Date in
      such coin or currency of the United States as at the time of payment shall
      be legal tender for payments. The Contract Adjustment Payments, if any,
      will be payable at the Corporate Trust Office or, at the option of the
      Company, by check mailed to the address of the Person entitled thereto at
      such Person's address as it appears on the Register or by wire transfer to
      the account maintained in the United States designated by a prior written
      notice by such Person.

            (b) Upon the occurrence of a Termination Event, the Company's
      obligation to pay Contract Adjustment Payments (including any accrued
      Deferred Contract Adjustment Payments), if any, shall cease.

            (c) Each Certificate delivered under this Agreement upon
      registration of transfer of or in exchange for or in lieu of any other
      Certificate (including as a result of a Collateral Substitution or the
      re-establishment of a Normal Unit) shall carry the rights to Contract
      Adjustment Payments, if any, accrued and unpaid, and to accrue Contract
      Adjustment Payments, if any, which were carried by the Purchase Contracts
      underlying such other Certificates.

            (d) Subject to Sections 5.4, 5.9 and 5.10, in the case of any Unit
      with respect to which Early Settlement or Merger Early Settlement of the
      underlying Purchase Contract is effected on an Early Settlement Date or a
      Merger Early Settlement Date, respectively, or in respect of which Cash
      Settlement of the underlying Purchase Contract is effected on the Business
      Day immediately preceding the Share Purchase Date, or with respect to
      which a Collateral Substitution or an establishment or re-establishment of
      a Normal Unit pursuant to Section 3.14 is effected, in each case on a date
      that is after any Record Date and on or prior to the next succeeding
      Payment Date, Contract Adjustment Payments on the Purchase Contract
      underlying such Unit otherwise payable on such Payment Date shall be
      payable on such Payment Date notwithstanding such Cash Settlement, Early
      Settlement, Merger Early Settlement, Collateral Substitution or
      establishment or re-establishment of Normal Units, and such Contract
      Adjustment Payments shall, subject to receipt thereof by the Agent, be
      payable to the Person in whose name the Certificate evidencing such Unit
      (or one or more Predecessor Certificates) was registered at the close of
      business on such Record Date. Except as otherwise expressly provided in
      the immediately preceding sentence, in the case of any Unit with respect
      to which Early Settlement or Merger Early Settlement or Cash Settlement of
      the underlying Purchase Contract is effected on an Early Settlement Date
      or Merger Early Settlement Date or on the Business Day immediately
      preceding the Share Purchase Date, as the case may be, or with respect to
      which a Collateral Substitution or an establishment or re-establishment of
      a Normal Unit has been effected, Contract Adjustment Payments, if any,
      that would otherwise be payable after the Early Settlement Date, or Merger
      Early


                                       42
<PAGE>

      Settlement Date, Collateral Substitution or such establishment or
      re-establishment with respect to such Purchase Contract shall not be
      payable.

            (e) The Company's obligations with respect to Contract Adjustment
      Payments (including any accrued or Deferred Contract Adjustment Payments)
      will be subordinated and junior in right of payment to the Company's
      obligations under any Senior Indebtedness.

            (f) Subject to the provisions of Section 5.8, in the event (x) of
      any payment by, or distribution of assets of, the Company of any kind or
      character, whether in cash, property or securities, to creditors upon any
      dissolution, winding-up, liquidation or reorganization of the Company,
      whether voluntary or involuntary or in bankruptcy, insolvency,
      receivership or other proceedings, or (y) subject to the provisions of
      Section 5.2(h) below, that (i) a default shall have occurred and be
      continuing with respect to the payment of principal, interest or any other
      monetary amounts due and payable on any Senior Indebtedness and such
      default shall have continued beyond the period of grace, if any, specified
      in the instrument evidencing such Senior Indebtedness (and the Agent shall
      have received written notice thereof from the Company or one or more
      holders of Senior Indebtedness or their representative or representatives
      or the trustee or trustees under any indenture pursuant to which any such
      Senior Indebtedness may have been issued), or (ii) the maturity of any
      Senior Indebtedness shall have been accelerated because of a default in
      respect of such Senior Indebtedness (and the Agent shall have received
      written notice thereof from the Company or one or more holders of Senior
      Indebtedness or their representative or representatives or the trustee or
      trustees under any indenture pursuant to which any such Senior
      Indebtedness may have been issued), then:

                  (i) the holders of all Senior Indebtedness shall first be
            entitled to receive, in the case of clause (x) above, payment in
            full of all amounts due or to become due upon all Senior
            Indebtedness and, in the case of subclauses (i) and (ii) of clause
            (y) above, payment of all amounts due thereon, or provision shall be
            made for such payment in money or money's worth, before the Holders
            of any of the Units are entitled to receive any Contract Adjustment
            Payments on the Purchase Contracts underlying the Units;

                  (ii) any payment by, or distribution of assets of, the Company
            of any kind or character, whether in cash, property or securities,
            to which the Holders of any of the Units would be entitled except
            for the provisions of Sections 5.2(e) through (q), including any
            such payment or distribution which may be payable or deliverable by
            reason of the payment of any other indebtedness of the Company being
            subordinated to the payment of such Contract Adjustment Payments on
            the Purchase Contracts underlying the Securities, shall be paid or
            delivered by the Person making such


                                       43
<PAGE>

            payment or distribution, whether a trustee in bankruptcy, a receiver
            or liquidating trustee or otherwise, directly to the holders of such
            Senior Indebtedness or their representative or representatives or to
            the trustee or trustees under any indenture under which any
            instruments evidencing any of such Senior Indebtedness may have been
            issued, ratably according to the aggregate amounts remaining unpaid
            on account of such Senior Indebtedness held or represented by each,
            to the extent necessary to make payment in full of all Senior
            Indebtedness remaining unpaid after giving effect to any concurrent
            payment or distribution (or provision therefor) to the holders of
            such Senior Indebtedness, before any payment or distribution is made
            of such Contract Adjustment Payments to the Holders of such Units;
            and

                  (iii) in the event that, notwithstanding the foregoing, any
            payment by, or distribution of assets of, the Company of any kind or
            character, whether in cash, property or securities, including any
            such payment or distribution which may be payable or deliverable by
            reason of the payment of any other indebtedness of the Company being
            subordinated to the payment of Contract Adjustment Payments on the
            Purchase Contracts underlying the Securities, shall be received by
            the Agent or the Holders of any of the Securities when such payment
            or distribution is prohibited pursuant to Sections 5.2(e) through
            (q), such payment or distribution shall be paid over 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 any such Senior
            Indebtedness may have been issued, ratably as aforesaid, for
            application to the payment of all Senior Indebtedness remaining
            unpaid until all such Senior Indebtedness shall have been paid in
            full, after giving effect to any concurrent payment or distribution
            (or provision therefor) to the holders of such Senior Indebtedness.

            (g) For purposes of Sections 5.2(e) through (q), the words "cash,
      property or securities" shall not be deemed to include shares of stock of
      the Company as reorganized or readjusted, or securities of the Company or
      any other Person provided for by a plan of reorganization or readjustment,
      the payment of which is subordinated at least to the extent provided in
      Sections 5.2(e) through (q) with respect to such Contract Adjustment
      Payments on the Securities to the payment of all Senior Indebtedness which
      may at the time be outstanding; provided that (i) the indebtedness or
      guarantee of indebtedness, as the case may be, that constitutes Senior
      Indebtedness is assumed by the Person, if any, resulting from any such
      reorganization or readjustment, and (ii) the rights of the holders of the
      Senior Indebtedness are not, without the consent of each such holder
      adversely affected thereby, altered by such reorganization or
      readjustment.


                                       44
<PAGE>

            (h) Any failure by the Company to make any payment on or perform any
      other obligation under Senior Indebtedness, other than any indebtedness
      incurred by the Company or assumed or guaranteed, directly or indirectly,
      by the Company for money borrowed (or any deferral, renewal, extension or
      refunding thereof) or any indebtedness or obligation as to which the
      provisions of Sections 5.2(e) through (g) shall have been waived by the
      Company in the instrument or instruments by which the Company incurred,
      assumed, guaranteed or otherwise created such indebtedness or obligation,
      shall not be deemed a default or event of default if (i) the Company shall
      be disputing its obligation to make such payment or perform such
      obligation and (ii) either (A) no final judgment relating to such dispute
      shall have been issued against the Company which is in full force and
      effect and is not subject to further review, including a judgment that has
      become final by reason of the expiration of the time within which a party
      may seek further appeal or review, and (B) in the event a judgment that is
      subject to further review or appeal has been issued, the Company shall in
      good faith be prosecuting an appeal or other proceeding for review and a
      stay of execution shall have been obtained pending such appeal or review.

            (i) Subject to the payment in full of all Senior Indebtedness, the
      Holders of the Purchase Contracts underlying the Units shall be subrogated
      (equally and ratably with the holders of all obligations of the Company
      which by their express terms are subordinated to Senior Indebtedness of
      the Company to the same extent as payment of the Contract Adjustment
      Payments in respect of the Purchase Contracts underlying the Units is
      subordinated and which are entitled to like rights of subrogation) to the
      rights of the holders of Senior Indebtedness to receive payments or
      distributions of cash, property or securities of the Company applicable to
      the Senior Indebtedness until all such Contract Adjustment Payments owing
      on the Purchase Contracts underlying the Units shall be paid in full, and
      as between the Company, its creditors other than holders of such Senior
      Indebtedness and the Holders, no such payment or distribution made to the
      holders of Senior Indebtedness by virtue of Sections 5.2(e) through (q)
      that otherwise would have been made to the Holders shall be deemed to be a
      payment by the Company on account of such Senior Indebtedness, it being
      understood that the provisions of Sections 5.2(e) through (q) are and are
      intended solely for the purpose of defining the relative rights of the
      Holders, on the one hand, and the holders of Senior Indebtedness, on the
      other hand.

            (j) Nothing contained in Sections 5.2(e) through (q) or elsewhere in
      this Agreement or in the Units is intended to or shall impair, as among
      the Company, its creditors other than the holders of Senior Indebtedness
      and the Holders, the obligation of the Company, which is absolute and
      unconditional, to pay to the Holders such Contract Adjustment Payments on
      the Purchase Contracts underlying the Units 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 and creditors of the
      Company other than the holders of Senior


                                       45
<PAGE>

      Indebtedness, nor shall anything herein or therein prevent the Agent or
      any Holder from exercising all remedies otherwise permitted by applicable
      law upon default under this Agreement, subject to the rights, if any,
      under these Sections 5.2(e) through (q), of the holders of Senior
      Indebtedness in respect of cash, property or securities of the Company
      received upon the exercise of any such remedy.

            (k) Upon payment or distribution of assets of the Company referred
      to in these Sections 5.2(e) through (q), the Agent and the Holders shall
      be entitled to rely upon any order or decree made by any court of
      competent jurisdiction in which any such dissolution, winding up,
      liquidation or reorganization proceeding affecting the affairs of the
      Company is pending or upon a certificate of the trustee in bankruptcy,
      receiver, assignee for the benefit of creditors, liquidating trustee or
      agent or other Person making any payment or distribution, delivered to the
      Agent or to the Holders, for the purpose of ascertaining the Persons
      entitled to participate in such payment or distribution, the holders of
      the Senior Indebtedness and other indebtedness of the Company, the amount
      thereof or payable thereon, the amount or amounts paid or distributed
      thereon and all other facts pertinent thereto or to these Sections 5.2(e)
      through (q).

            (1) The Agent shall be entitled to rely on the delivery to it of a
      written notice by a Person representing himself to be a holder of Senior
      Indebtedness (or a trustee or representative on behalf of such holder) to
      establish that such notice has been given by a holder of Senior
      Indebtedness or a trustee or representative on behalf of any such holder
      or holders. In the event that the Agent determines in good faith that
      further evidence is required with respect to the right of any Person as a
      holder of Senior Indebtedness to participate in any payment or
      distribution pursuant to Sections 5.2(e) through (q), the Agent may
      request such Person to furnish evidence to the reasonable satisfaction of
      the Agent as to the amount of Senior Indebtedness held by such Person, the
      extent to which such Person is entitled to participate in such payment or
      distribution and any other facts pertinent to the rights of such Person
      under Sections 5.2(e) through (q), and, if such evidence is not furnished,
      the Agent may defer payment to such Person pending judicial determination
      as to the right of such Person to receive such payment.

            (m) Nothing contained in Sections 5.2(e) through (q) shall affect
      the obligations of the Company to make, or prevent the Company from
      making, payment of the Contract Adjustment Payments, except as provided in
      these Sections 5.2(e) through (q).

            (n) Each Holder of Securities, by his acceptance thereof, authorizes
      and directs the Agent on his, her or its behalf to take such action as may
      be necessary or appropriate to effectuate the subordination provided in
      Sections 5.2(e) through (q) and appoints the Agent his, her or its
      attorney-in-fact, as the case may be, for any and all such purposes.


                                       46
<PAGE>

            (o) The Company shall give prompt written notice to the Agent of any
      fact known to the Company that would prohibit the making of any payment of
      moneys to or by the Agent in respect of the Purchase Contracts underlying
      the Units pursuant to the provisions of this Section 5.2. Notwithstanding
      the provisions of Sections 5.2(e) through (q) or any other provisions of
      this Agreement, the Agent shall not be charged with knowledge of the
      existence of any facts that would prohibit the making of any payment of
      moneys to or by the Agent, or the taking of any other action by the Agent,
      unless and until the Agent shall have received written notice thereof
      mailed or delivered to a Responsible Officer of the Agent from the
      Company, any Holder, any paying agent or the holder or representative of
      any Senior Indebtedness; provided that if at least two Business Days prior
      to the date upon which by the terms hereof any such moneys may become
      payable for any purpose, the Agent shall not have received with respect to
      such moneys the notice provided for in this Section 5.2(o), then, anything
      herein contained to the contrary notwithstanding, the Agent shall have
      full power and authority to receive such moneys and to apply the same to
      the purpose for which they were received and shall not be affected by any
      notice to the contrary that may be received by it within two Business Days
      prior to or on or after such date.

            (p) The Agent in its individual capacity shall be entitled to all
      the rights set forth in this Section 5.2 with respect to any Senior
      Indebtedness at the time held by it, to the same extent as any other
      holder of Senior Indebtedness and nothing in this Agreement shall deprive
      the Agent of any of its rights as such holder.

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

            (r) Nothing in this Section 5.2 shall apply to claims of, or
      payments to, the Agent under or pursuant to Section 7.7 hereof.

With respect to the holders of Senior Indebtedness, (i) the duties and
obligations of the Agent shall be determined solely by the express provisions of
this Agreement; (ii) the Agent shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this Agreement;
(iii) no implied covenants or obligations shall be read into this Agreement
against the Agent; and (iv) the Agent shall not be deemed to be a fiduciary as
to such holders.


                                       47

<PAGE>

            SECTION 5.3 Deferral of Contract Adjustment Payments.

            (a) The Company shall have the right, at any time prior to the Share
      Purchase Date, to defer the payment of any or all of the Contract
      Adjustment Payments otherwise payable on any Payment Date, but only if the
      Company shall give the Holders and the Agent written notice of its
      election to defer each such deferred Contract Adjustment Payment
      (specifying the amount to be deferred) at least ten Business Days prior to
      the earlier of (i) the next succeeding Payment Date or (ii) the date the
      Company is required to give notice of the Record Date or Payment Date with
      respect to payment of such Contract Adjustment Payments to the NYSE or
      other applicable self-regulatory organization or to Holders of the Units,
      but in any event not less than one Business Day prior to such Record Date.
      Any Contract Adjustment Payments so deferred shall, to the extent
      permitted by law, accrue additional Contract Adjustment Payments thereon
      at the rate of 7% per year (computed on the basis of a 360-day year of
      twelve 30-day months), compounding on each succeeding Payment Date, until
      paid in full (such deferred installments of Contract Adjustment Payments,
      if any, together with the additional Contract Adjustment Payments, if any,
      accrued thereon, being referred to herein as the "Deferred Contract
      Adjustment Payments"). Deferred Contract Adjustment Payments, if any,
      shall be due on the next succeeding Payment Date except to the extent that
      payment is deferred pursuant to this Section 5.3. No Contract Adjustment
      Payments may be deferred to a date that is after the Settlement Date and
      no such deferral period may end other than on a Payment Date. If the
      Purchase Contracts are terminated upon the occurrence of a Termination
      Event, the Holder's right to receive Contract Adjustment Payments, if any,
      and Deferred Contract Adjustment Payments, will terminate.

            (b) In the event that the Company elects to defer the payment of
      Contract Adjustment Payments on the Purchase Contracts until a Payment
      Date prior to the Share Purchase Date, then all Deferred Contract
      Adjustment Payments, if any, shall be payable to the registered Holders as
      of the close of business on the Record Date immediately preceding such
      Payment Date.

            (c) In the event that the Company elects to defer the payment of
      Contract Adjustment Payments on the Purchase Contracts until the Share
      Purchase Date, each Holder will receive on the Share Purchase Date in lieu
      of a cash payment a number of Common Shares (in addition to a number of
      Common Shares equal to the Settlement Rate) equal to (A) the aggregate
      amount of Deferred Contract Adjustment Payments payable to such Holder
      (net of any required tax withholding on such Deferred Contract Adjustment
      Payment, which shall be remitted to the appropriate taxing jurisdiction)
      divided by (B) the Applicable Market Value.

            (d) No fractional Common Shares will be issued by the Company with
      respect to the payment of Deferred Contract Adjustment Payments on the
      Share


                                       48

<PAGE>

      Purchase Date. In lieu of fractional shares otherwise issuable with
      respect to such payment of Deferred Contract Adjustment Payments, the
      Holder will be entitled to receive an amount in cash as provided in
      Section 5.12.

            (e) In the event the Company exercises its option to defer the
      payment of Contract Adjustment Payments then, until the earlier of (x) the
      Termination Date or (y) the date on which the Deferred Contract Adjustment
      Payments have been paid, the Company shall not declare or pay dividends
      on, make distributions with respect to, or redeem, purchase or acquire, or
      make a liquidation payment with respect to, any of the Company's Capital
      Stock other than:

                  (i) purchases, redemptions or acquisitions of shares of
            Capital Stock of the Company in connection with any employment
            contract, benefit plan or other similar arrangement with or for the
            benefit of employees, officers, directors or agents or a share
            purchase or dividend reinvestment plan, or the satisfaction by the
            Company of its obligations pursuant to any contract or security
            outstanding on the date the Company exercises its right to defer the
            payment of Contract Adjustment Payments;

                  (ii) as a result of a reclassification of the Company's
            Capital Stock or the exchange or conversion of one class or series
            of the Company's Capital Stock for another class or series of the
            Company's Capital Stock;

                  (iii) the purchase of fractional interests of the Company's
            Capital Stock pursuant to the conversion or exchange provisions of
            such Capital Stock or the security being converted or exchanged;

                  (iv) dividends or distributions in the Company's Capital Stock
            (or rights to acquire the Company's Capital Stock) or repurchases,
            acquisitions or redemptions of the Company's Capital Stock in
            exchange for or out of the net cash proceeds of the sale of the
            Company's Capital Stock (or securities convertible into or
            exchangeable for shares of the Company's Capital Stock); or

                  (v) redemptions, exchanges or repurchases of any rights
            outstanding under a shareholder rights plan or the declaration or
            payment thereunder of a dividend or distribution of or with respect
            to rights in the future.

            SECTION 5.4 Payment of Purchase Price; Remarketing.

            (a) Unless a Tax Event Redemption, Prepayment Event, successful
      remarketing of the Notes pursuant to the provisions of this Section 5.4 or
      Termination Event has occurred, or a Holder of a Unit has settled the
      underlying Purchase Contract through an Early Settlement pursuant to
      Section 5.9 or a


                                       49

<PAGE>

      Merger Early Settlement pursuant to Section 5.10, each Holder of a Normal
      Unit may pay in cash ("Cash Settlement") the Purchase Price for the Common
      Shares to be purchased pursuant to a Purchase Contract if such Holder
      notifies the Agent by surrender of the Normal Unit Certificate and
      delivery of a notice in substantially the form of Exhibit E hereto of its
      intention to make a Cash Settlement. Such notice shall be made on or prior
      to 5:00 p.m., New York City time, on the seventh Business Day immediately
      preceding the Share Purchase Date. The Agent shall promptly notify the
      Collateral Agent of the receipt of such a notice from a Holder intending
      to make a Cash Settlement.

                  (i) A Holder of a Normal Unit who has so notified the Agent of
            its intention to make a Cash Settlement is required to pay the
            Purchase Price to the Collateral Agent prior to 11:00 a.m., New
            York City time, on the Business Day immediately preceding the Share
            Purchase Date in lawful money of the United States by certified or
            cashiers' check or wire transfer, in each case in immediately
            available funds payable to or upon the order of the Company. Any
            cash received by the Collateral Agent will be paid to the Company on
            the Share Purchase Date in settlement of the Purchase Contract in
            accordance with the terms of this Agreement and the Pledge
            Agreement.

                  (ii) If a Holder of a Normal Unit fails to notify the Agent of
            its intention to make a Cash Settlement in accordance with paragraph
            (a)(i) above, the Holder shall be deemed to have consented to the
            disposition of the Pledged Notes pursuant to the remarketing as
            described in paragraph (b) below. If a Holder of a Normal Unit does
            notify the Agent as provided in paragraph (a)(i) above of its
            intention to pay the Purchase Price in cash, but fails to make such
            payment as required by paragraph (a)(i) above, such failure shall
            constitute an event of default; however, the Notes of such a Holder
            will not be remarketed but instead the Collateral Agent, for the
            benefit of the Company, will exercise its rights as a secured party
            with respect to such Notes, including but not limited to those
            rights specified in subsection (b)(iii) below.

            (b) (i) Unless a Tax Event Redemption or Prepayment Event has
      occurred, the Company and Platinum Underwriters Finance shall engage a
      nationally recognized investment bank (the "Remarketing Agent") pursuant
      to a Remarketing Agreement to be mutually agreed on by the Company,
      Platinum Underwriters Finance, the Agent and the Remarketing Agent, but
      providing for remarketing procedures substantially as set forth below to
      sell the Notes of Holders of Normal Units, other than Holders that have
      elected not to participate in the remarketing pursuant to the procedures
      set forth in clause (iv) below, and holders of Separate Notes that have
      elected to participate in the remarketing pursuant to the procedures set
      forth in Section 4.5(d) of the Pledge Agreement. On the seventh Business
      Day prior to first day of each Remarketing Period, the


                                       50

<PAGE>

      Agent shall give Holders of Normal Units and holders of Separate Notes
      notice of the remarketing in a daily newspaper in the English language of
      general circulation in The City of New York (which is expected to be The
      Wall Street Journal) including the specific U.S. Treasury security or
      securities (including the CUSIP number and/or the principal terms of such
      Treasury security or securities) described in clause (iv) below, that must
      be delivered by Holders of Normal Units that elect not to participate in
      the remarketing pursuant to clause (iv) below no later than 10:00 a.m.,
      New York City time, on the fourth Business Day preceding the first day of
      such Remarketing Period. The Company or the Agent, at the Company's
      request, shall request not later than seven nor more than 15 calendar
      days prior to any Remarketing Period, that the Clearing Agency notify the
      Clearing Agency participants of such Remarketing Period. The Agent shall
      notify, by 10:00 a.m., New York City time, on the third Business Day
      preceding the first day of such Remarketing Period, the Remarketing Agent
      and the Collateral Agent of the aggregate number of Notes of Normal Unit
      Holders to be remarketed. On the third Business Day preceding the first
      day of such Remarketing Period, no later than by 10:00 a.m., New York City
      time, pursuant to the terms of the Pledge Agreement, the Custodial Agent
      will notify the Remarketing Agent of the aggregate number of Separate
      Notes to be remarketed. No later than 10:00 a.m., New York City time, on
      the Business Day immediately preceding the first day of such Remarketing
      Period, the Collateral Agent and the Custodial Agent, pursuant to the
      terms of the Pledge Agreement, will deliver for remarketing to the
      Remarketing Agent all Notes to be remarketed. Upon receipt of such notice
      from the Agent and the Custodial Agent and such Notes from the Collateral
      Agent and the Custodial Agent, the Remarketing Agent will, on the
      Remarketing Date, use its commercially reasonable best efforts to sell
      such Notes on such date at an aggregate price equal to at least 100.25% of
      the Remarketing Value. The Remarketing Agent will use the proceeds from a
      successful remarketing to purchase the appropriate U.S. Treasury
      securities (the "Agent-purchased Treasury Consideration") with the CUSIP
      numbers, if any, selected by the Remarketing Agent, described in clauses
      (i)(l) and (ii)(l) of the definition of Remarketing Value related to the
      Notes of Holders of Normal Units that were remarketed. On or prior to the
      third Business Day following the Remarketing Date or any Subsequent
      Remarketing Date on which the Notes are successfully remarketed, the
      Remarketing Agent shall deliver such Agent-purchased Treasury
      Consideration to the Agent, which shall thereupon deliver such
      Agent-purchased Treasury Consideration to the Collateral Agent. The
      Collateral Agent, for the benefit of the Company, will thereupon apply
      such Agent-purchased Treasury Consideration, in accordance with the Pledge
      Agreement, to secure such Holders' obligations under the Purchase
      Contracts. In the event of a successful remarketing pursuant to this
      Section 5.4, the Remarketing Agent will deduct as a remarketing fee an
      amount not exceeding 25 basis points (.25%) of the total proceeds from the
      remarketing (the "Remarketing Fee"). The Remarketing Agent will remit (1)
      the portion of the proceeds from the remarketing attributable to the
      Separate Notes to the holders of Separate Notes that were remarketed and
      (2) the


                                       51

<PAGE>

      remaining portion of the proceeds, less those proceeds used to purchase
      the Agent-purchased Treasury Consideration, to the Agent for the benefit
      of the Holders of the Normal Units that were remarketed, all determined on
      a pro rata basis, in each case, on or prior to the third Business Day
      following the Remarketing Date or any Subsequent Remarketing Date on which
      the Notes were successfully remarketed. Holders whose Notes are so
      remarketed will not otherwise be responsible for the payment of any
      Remarketing Fee in connection therewith.

                  (ii) If, in spite of using its commercially reasonable best
            efforts, the Remarketing Agent cannot remarket the Notes included in
            the remarketing at a price equal to at least 100.25% of the
            Remarketing Value on the Remarketing Date, the Remarketing Agent
            will attempt to establish a Remarketing Rate meeting these
            requirements on each of the two immediately following Business Days.
            If the Remarketing Agent cannot establish a Remarketing Rate meeting
            these requirements on either of those days, the remarketing in such
            period will be deemed to have failed (a "Failed Remarketing"). In
            the event of a Failed Remarketing with respect to the first
            Remarketing Period, the Remarketing Agent will undertake the
            procedures set forth in clause (i) above on each of the three
            Business Days in the second Remarketing Period. In the event of a
            Failed Remarketing in the second Remarketing Period, the Remarketing
            Agent will further attempt to establish such a Remarketing Rate on
            the third Business Day immediately preceding the Share Purchase
            Date. If, in spite of using its commercially reasonable best
            efforts, the Remarketing Agent fails to remarket the Notes
            underlying the Normal Units at a price equal to at least 100.25% of
            the Remarketing Value in accordance with the terms of the Pledge
            Agreement by 4:00 p.m., New York City time, on the third Business
            Day immediately preceding the Share Purchase Date, the "Last Failed
            Remarketing" will be deemed to have occurred. Each remarketing
            attempt that takes place in accordance with this Section 5.4 after
            the Remarketing Date is referred to herein as a "Subsequent
            Remarketing." Within three Business Days following the date of a
            Failed Remarketing or the Last Failed Remarketing, as the case may
            be, the Remarketing Agent shall return any Notes delivered to it to
            the Collateral Agent and the Custodial Agent, as applicable. The
            Collateral Agent, for the benefit of the Company, may exercise its
            rights as a secured party with respect to such Notes, including
            those actions specified in (b)(iii) below; provided that if upon
            the Last Failed Remarketing, the Collateral Agent exercises such
            rights for the benefit of the Company with respect to such Notes,
            any accumulated and unpaid interest on such Notes will become
            payable by Platinum Underwriters Finance to the Agent for payment to
            the Holders of the Normal Units to which such Notes relate. Such
            payment will be made by Platinum Underwriters Finance on or prior to
            11:00 a.m., New York City time, on the Share Purchase Date in
            lawful money of the United


                                       52

<PAGE>

            States by certified or cashier's check or wire transfer in
            immediately available funds payable to or upon the order of the
            Agent. The Company will cause a notice of any Failed Remarketing and
            of the Last Failed Remarketing to be published on the fourth
            Business Day following each Failed Remarketing and the Last Failed
            Remarketing, as the case may be, in a daily newspaper in the English
            language of general circulation in The City of New York, which shall
            be The Wall Street Journal, if such newspaper is then so published.
            The Company will also release this information by means of Bloomberg
            and Reuters newswire.

                  (iii) With respect to any Notes which constitute part of
            Normal Units which are subject to the Last Failed Remarketing, the
            Collateral Agent for the benefit of the Company reserves all of its
            rights as a secured party with respect thereto and, subject to
            applicable law and Section 5.4(e) below, may, among other things,
            (A) retain such Notes in full satisfaction of the Holders'
            obligations under the Purchase Contracts or (B) sell such Notes in
            one or more public or private sales or otherwise.

                  (iv) A Holder of Normal Units may elect not to participate in
            the remarketing and retain the Notes underlying such Units by
            notifying the Agent of such election and delivering the specific
            U.S. Treasury security or securities (including the CUSIP number
            and/or the principal terms of such security or securities)
            identified by the Agent (as having been based solely on the
            identification that the Remarketing Agent shall have advised the
            Agent) that constitute the U.S. Treasury securities described in
            clauses (i) and (ii) of the definition of Remarketing Value relating
            to the retained Notes (as if only such Notes were being remarketed)
            (the "Opt-out Treasury Consideration") to the Agent not later than
            10:00 a.m., New York City time, on the fourth Business Day prior to
            the beginning of any Remarketing Period. Upon receipt thereof by the
            Agent, the Agent shall deliver such Opt-out Treasury Consideration
            to the Collateral Agent, which will, for the benefit of the Company,
            thereupon apply such Opt-out Treasury Consideration to secure such
            Holder's obligations under the Purchase Contracts. On the Business
            Day immediately preceding the first day of a Remarketing Period, the
            Collateral Agent, pursuant to the terms of the Pledge Agreement,
            will deliver the Pledged Notes of such Holder to the Agent. Within
            three Business Days following the last day of such Remarketing
            Period, (A) if the remarketing was successful, the Agent shall
            distribute such Notes to the Holders thereof, and (B) if there was a
            Failed Remarketing on such date, the Agent will deliver such Notes
            to the Collateral Agent, which will, for the benefit of the Company,
            thereupon apply such Notes to secure such Holders' obligations under
            the Purchase Contract and return the Opt-out Treasury Consideration
            delivered by such Holders to such Holders. A Holder that does not so
            deliver the Opt-out Treasury Consideration or does


                                       53

<PAGE>

            not so notify the agent of its election not to participate in the
            remarketing pursuant to this clause (iv) shall be deemed to have
            elected to participate in the remarketing.

            (c) Upon the maturity of the Pledged Treasury Securities underlying
      the Stripped Units and, in the event of a successful remarketing, a
      Prepayment Event or a Tax Event Redemption, the Pledged Treasury
      Consideration underlying the Normal Units on the Share Purchase Date, the
      Collateral Agent shall remit to the Company an amount equal to the
      aggregate Purchase Price applicable to such Units, as payment for the
      Common Shares issuable upon settlement thereof without needing to receive
      any instructions from the Holders of such Units. In the event the payments
      in respect of the Pledged Treasury Securities or the Pledged Treasury
      Consideration underlying a Unit is in excess of the Purchase Price of the
      Purchase Contract being settled thereby, the Collateral Agent will
      distribute such excess to the Agent for the benefit of the Holder of such
      Unit when received.

            (d) Any distribution to Holders of excess funds and interest
      described in Section 5.4(b) and (c) above shall be payable at the
      Corporate Trust Office or, at the option of the Holder or the holder of
      Separate Notes, as applicable, by check mailed to the address of the
      Person entitled thereto at such address as it appears on the Register or
      by wire transfer to an account maintained in the United States specified
      by the Holder or the holder of Separate Notes, as applicable.

            (e) Notwithstanding anything to the contrary herein or in the Pledge
      Agreement, subject to Section 3.2 of the Pledge Agreement, the obligations
      of each Holder to pay the Purchase Price are non-recourse obligations and
      are payable solely out of the proceeds of any Collateral pledged to secure
      the obligations of the Holders (except to the extent paid by Cash
      Settlement, Early Settlement or Merger Early Settlement) and in no event
      will Holders be liable for any deficiency between such payments and the
      Purchase Price.

            (f) Notwithstanding anything to the contrary herein, the Company
      shall not be obligated to issue any Common Shares in respect of a Purchase
      Contract or deliver any certificates therefor to the Holder of the related
      Unit unless the Company shall have (i) received payment in full of the
      aggregate Purchase Price for the Common Shares to be purchased thereunder
      by such Holder in the manner herein set forth or (ii) exercised its rights
      as a secured party under Section 5.4(b)(iii).

            SECTION 5.5 Issuance of Common Shares.

            Unless a Termination Event shall have occurred on or prior to the
Share Purchase Date or an Early Settlement or a Merger Early Settlement shall
have occurred, on the Share Purchase Date, upon the Company's receipt of payment
in full of the Purchase Price for the Common Shares purchased by the Holders
pursuant to the


                                       54

<PAGE>

      foregoing provisions of this Article and subject to Section 5.6(b) or the
      Company's exercise of its rights as a secured party pursuant to Section
      5.4(b(iii), the Company shall issue and deposit with the Agent, for the
      benefit of the Holders of the Outstanding Units, one or more certificates
      representing the newly issued Common Shares, registered in the name of the
      Agent (or its nominee) as custodian for the Holders (such certificates for
      Common Shares, together with any dividends or distributions for which both
      a record date and payment date for such dividend or distribution has
      occurred after the Share Purchase Date, being hereinafter referred to as
      the "Purchase Contract Settlement Fund"), to which the Holders are
      entitled hereunder. Subject to the foregoing, upon surrender of a
      Certificate to the Agent on or after the Share Purchase Date, together
      with settlement instructions thereon duly completed and executed, the
      Holder of such Certificate shall be entitled to receive in exchange
      therefor a certificate representing that number of whole Common Shares
      which such Holder is entitled to receive pursuant to the provisions of
      this Article V (after taking into account all Units then held by such
      Holder) together with cash in lieu of fractional shares as provided in
      Section 5.12 and any dividends or distributions with respect to such
      shares constituting part of the Purchase Contract Settlement Fund, but
      without any interest thereon, and the Certificate so surrendered shall
      forthwith be cancelled. Such shares shall be registered in the name of the
      Holder or the Holder's designee as specified in the settlement
      instructions provided by the Holder to the Agent. If any Common Shares
      issued in respect of a Purchase Contract are to be registered to a Person
      other than the Person in whose name the Certificate evidencing such
      Purchase Contract is registered, no such registration shall be made unless
      the Person requesting such registration has paid any transfer and other
      taxes required by reason of such registration in a name other than that of
      the registered Holder of such Certificate or has established to the
      satisfaction of the Company that such tax either has been paid or is not
      payable.

            SECTION 5.6 Adjustment of Settlement Rate.

            (a) Adjustments for Dividends, Distributions, Stock Splits, Etc.

                  (1) Stock Dividends. In case the Company shall pay or make a
            dividend or other distribution on the Common Shares in Common
            Shares, the Settlement Rate, as in effect at the opening of business
            on the day following the date fixed for the determination of
            shareholders entitled to receive such dividend or other distribution
            shall be increased by dividing such Settlement Rate by a fraction of
            which the numerator shall be the number of Common Shares outstanding
            at the close of business on the date fixed for such determination
            and the denominator shall be the sum of such number of Common Shares
            and the total number of Common Shares constituting such dividend or
            other distribution, such increase to become effective immediately
            after the opening of business on the day following the date fixed
            for such determination. For the purposes of this paragraph (1), the
            number of Common Shares at the time outstanding shall not include
            shares held in the treasury of the Company but shall include any


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<PAGE>

            shares issuable in respect of any scrip certificates issued in lieu
            of fractions of Common Shares. The Company will not pay any dividend
            or make any distribution on Common Shares held in the treasury of
            the Company.

                  (2) Share Purchase Rights. In case the Company shall issue
            rights, options or warrants to all holders of its Common Shares
            (that are not available on an equivalent basis to Holders of the
            Units upon settlement of the Purchase Contracts underlying such
            Units) entitling them, for a period expiring within 45 days after
            the record date for the determination of shareholders entitled to
            receive such rights, options or warrants, to subscribe for or
            purchase Common Shares at a price per share less than the Current
            Market Price per Common Share on the date fixed for the
            determination of shareholders entitled to receive such rights,
            options or warrants (other than pursuant to a dividend reinvestment,
            share purchase or similar plan), the Settlement Rate in effect at
            the opening of business on the day following the date fixed for such
            determination shall be increased by dividing such Settlement Rate by
            a fraction, the numerator of which shall be the number of Common
            Shares outstanding at the close of business on the date fixed for
            such determination plus the number of Common Shares which the
            aggregate of the offering price of the total number of Common Shares
            so offered for subscription or purchase would purchase at such
            Current Market Price per Common Share and the denominator of which
            shall be the number of Common Shares outstanding at the close of
            business on the date fixed for such determination plus the number of
            Common Shares so offered for subscription or purchase, such increase
            to become effective immediately after the opening of business on the
            day following the date fixed for such determination. For the
            purposes of this paragraph (2), the number of Common Shares at any
            time outstanding shall not include shares held in the treasury of
            the Company but shall include any shares issuable in respect of any
            scrip certificates issued in lieu of fractions of Common Shares. The
            Company shall not issue any such rights, options or warrants in
            respect of Common Shares held in the treasury of the Company.

                  (3) Stock Splits; Reverse Splits. In case outstanding Common
            Shares shall be subdivided or split into a greater number of Common
            Shares, the Settlement Rate in effect at the opening of business on
            the day following the day upon which such subdivision or split
            becomes effective shall be proportionately increased, and,
            conversely, in case outstanding Common Shares shall each be combined
            into a smaller number of Common Shares, the Settlement Rate in
            effect at the opening of business on the day following the day upon
            which such combination becomes effective shall be proportionately
            reduced, such increase or reduction, as the case may be, to become
            effective immediately after the opening of


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<PAGE>


            business on the day following the day upon which such subdivision,
            split or combination becomes effective.

                  (4) Debt or Asset Distributions. (i) In case the Company
            shall, by dividend or otherwise, distribute to all holders of its
            Common Shares evidences of its indebtedness or assets (including
            securities, but excluding any rights or warrants referred to in
            paragraph (2) of this Section, shares of capital stock of any class
            or series, or similar equity interests, of or relating to a
            subsidiary or other business unit in the case of a Spin-Off referred
            to in the next paragraph, or any dividend or distribution paid
            exclusively in cash and any dividend or distribution referred to in
            paragraph (1) of this Section), the Settlement Rate shall be
            adjusted so that the same shall equal the rate determined by
            dividing the Settlement Rate in effect immediately prior to the
            close of business on the date fixed for the determination of
            shareholders entitled to receive such distribution by a fraction,
            the numerator of which shall be the Current Market Price per Common
            Share on the date fixed for such determination less the then fair
            market value (as determined by the Board of Directors, whose
            determination shall be conclusive and described in a Board
            Resolution filed with the Agent) of the portion of the assets or
            evidences of indebtedness so distributed applicable to one Common
            Share and the denominator of which shall be such Current Market
            Price per Common Share, such adjustment to become effective
            immediately prior to the opening of business on the day following
            the date fixed for the determination of shareholders entitled to
            receive such distribution. In any case in which this paragraph (4)
            is applicable, paragraph (2) of this Section shall not be
            applicable.

                  (ii) In the case of a Spin-Off, the Settlement Rate in effect
            immediately before the close of business on the record date fixed
            for determination of shareholders entitled to receive that
            distribution will be increased by multiplying the Settlement Rate by
            a fraction, the numerator of which is the Current Market Price per
            Common Share plus the Fair Market Value of the portion of those
            shares of Capital Stock or similar equity interests so distributed
            applicable to one Common Share and the denominator of which is the
            Current Market Price per Common Share. Any adjustment to the
            settlement rate under this paragraph 4(ii) will occur on the date
            that is the earlier of (1) the tenth Trading Day following the
            effective date of the Spin-Off and (2) the date of the securities
            being offered in the Initial Public Offering of the Spin-Off, if
            that Initial Public Offering is effected simultaneously with the
            Spin-Off.

                  (5) Cash Distributions. In case the Company shall, (i) by
            dividend or otherwise, distribute to all holders of its Common
            Shares cash (excluding any cash that is distributed in a
            Reorganization Event to which


                                       57

<PAGE>

            Section 5.6(b) applies or as part of a distribution referred to in
            paragraph (4) of this Section) in an aggregate amount that, combined
            together with (ii) the aggregate amount of any other distributions
            to all holders of its Common Shares made exclusively in cash (other
            than regular quarterly, semi-annual or annual cash dividends) within
            the 12 months preceding the date of payment of such distribution and
            in respect of which no adjustment pursuant to this paragraph (5) or
            paragraph (6) of this Section has been made and (iii) the aggregate
            of any cash plus the fair market value as of the date or expiration
            of the tender or exchange offer referred to below (as determined by
            the Board of Directors, whose determination shall be conclusive and
            described in a Board Resolution filed with the Agent) of
            consideration payable in respect of any tender or exchange offer
            (other than consideration payable in respect of any odd-lot tender
            offer) by the Company or any of its subsidiaries for all or any
            portion of the Common Shares concluded within the 12 months
            preceding the date of payment of the distribution described in
            clause (i) above and in respect of which no adjustment pursuant to
            this paragraph (5) or paragraph (6) of this Section has been made,
            exceeds 10% of the product of the Current Market Price per Common
            Share on the date for the determination of holders of Common Shares
            entitled to receive such distribution times the number of Common
            Shares outstanding on such date, then, and in each such case,
            immediately after the close of business on such date for
            determination, the Settlement Rate shall be increased so that the
            same shall equal the rate determined by dividing the Settlement Rate
            in effect immediately prior to the close of business on the date
            fixed for determination of the shareholders entitled to receive such
            distribution by a fraction (A) the numerator of which shall be equal
            to the Current Market Price per Common Share on the date fixed for
            such determination less an amount equal to the quotient of (x) the
            combined amount distributed or payable in the transactions described
            in clauses (i), (ii) and (iii) above and (y) the number of Common
            Shares outstanding on such date for determination and (B) the
            denominator of which shall be equal to the Current Market Price per
            Common Share on such date for determination.

                  (6) Tender Offers. In case (i) a tender or exchange offer made
            by the Company or any subsidiary of the Company for all or any
            portion of the Common Shares shall expire and such tender or
            exchange offer (as amended upon the expiration thereof) shall
            require the payment to shareholders (based on the acceptance (up to
            any maximum specified in the terms of the tender or exchange offer)
            of Purchased Shares) of an aggregate consideration having a fair
            market value (as determined by the Board of Directors, whose
            determination shall be conclusive and described in a Board
            Resolution filed with the Agent) that when combined together with
            (ii) the aggregate of the cash plus the fair market value (as
            determined by the Board of Directors, whose determination shall be


                                       58
<PAGE>

            conclusive and described in a Board Resolution filed with the
            Agent), as of the expiration of such tender or exchange offer (other
            than consideration payable in respect of any odd-lot tender offer),
            of consideration payable in respect of any other tender or exchange
            offer, by the Company or any subsidiary of the Company for all or
            any portion of the Common Shares expiring within the 12 months
            preceding the expiration of such tender or exchange offer and in
            respect of which no adjustment pursuant to paragraph (5) of this
            Section or this paragraph (6) has been made and (iii) the aggregate
            amount of any distributions to all holders of the Company's Common
            Shares made exclusively in cash (other than regular quarterly,
            semi-annual or annual cash dividends) within the 12 months preceding
            the expiration of such tender or exchange offer and in respect of
            which no adjustment pursuant to paragraph (5) of this Section or
            this paragraph (6) has been made, exceeds 10% of the product of the
            Current Market Price per Common Share as of the last time (the
            "Expiration Time") tenders could have been made pursuant to such
            tender or exchange offer (as it may be amended) times the number of
            Common Shares outstanding (including any tendered shares) on the
            Expiration Time, then, and in each such case, immediately prior to
            the opening of business on the day after the date of the Expiration
            Time, the Settlement Rate shall be adjusted so that the same shall
            equal the rate determined by dividing the Settlement Rate
            immediately prior to the close of business on the date of the
            Expiration Time by a fraction (A) the numerator of which shall be
            equal to (x) the product of (I) the Current Market Price per Common
            Share on the date of the Expiration Time and (II) the number of
            Common Shares outstanding (including any tendered shares) on the
            Expiration Time less (y) the amount of cash plus the fair market
            value (determined as aforesaid) of the aggregate consideration
            payable to shareholders based on the transactions described in
            clauses (i), (ii) and (iii) above (assuming in the case of clause
            (i) the acceptance, up to any maximum specified in the terms of the
            tender or exchange offer, of Purchased Shares), and (B) the
            denominator of which shall be equal to the product of (x) the
            Current Market Price per Common Share as of the Expiration Time and
            (y) the number of Common Shares outstanding (including any tendered
            shares) as of the Expiration Time less the number of all shares
            validly tendered and not withdrawn as of the Expiration Time (the
            shares deemed so accepted, up to any such maximum, being referred to
            as the "Purchased Shares").

                  (7) Reclassification. The reclassification of Common Shares
            into securities including securities other than Common Shares (other
            than any reclassification upon a Reorganization Event to which
            Section 5.6(b) applies) shall be deemed to involve (i) a
            distribution of such securities other than Common Shares to all
            holders of Common Shares (and the effective date of such
            reclassification shall be deemed to be "the date fixed


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<PAGE>

            for the determination of shareholders entitled to receive such
            distribution" and the "date fixed for such determination" within the
            meaning of paragraph (4) of this Section), and (ii) a subdivision,
            split or combination, as the case may be, of the number of Common
            Shares outstanding immediately prior to such reclassification into
            the number of Common Shares outstanding immediately thereafter (and
            the effective date of such reclassification shall be deemed to be
            "the day upon which such subdivision or split becomes effective" or
            "the day upon which such combination becomes effective," as the case
            may be, and "the day upon which such subdivision, split or
            combination becomes effective" within the meaning of paragraph (3)
            of this Section).

                  (8) "Current Market Price". The "Current Market Price" per
            Common Share means (a) on any day the average of the Closing Price
            per Common Share on each of the 20 consecutive Trading Days ending
            on the earlier of the day in question and the day before the "ex
            date" with respect to the issuance or distribution requiring such
            computation, (b) in the case of any Spin-Off that is effected
            simultaneously with an Initial Public Offering of the securities
            being distributed in the Spin-Off, the Closing Price of the Common
            Shares on the Trading Day on which the initial price of the
            securities being distributed in the Spin-Off is determined, and (c)
            in the case of any other Spin-Off, the average of the Closing Prices
            per Common Share over the first 10 Trading Days after the effective
            date of such Spin-Off. For purposes of this paragraph, the term "ex
            date," when used with respect to any issuance or distribution, shall
            mean the first date on which the Common Shares trades regular way on
            such exchange or in such market without the right to receive such
            issuance or distribution.

                  (9) Calculation of Adjustments. All adjustments to the
            Settlement Rate shall be calculated to the nearest 1/10,000th of a
            Common Share (or if there is not a nearest 1/10,000th of a share to
            the next lower 1/10,000th of a share). No adjustment in the
            Settlement Rate shall be required unless such adjustment would
            require an increase or decrease of at least one percent therein;
            provided, that any adjustments which by reason of this subparagraph
            are not required to be made shall be carried forward and taken into
            account in any subsequent adjustment. If an adjustment is made to
            the Settlement Rate pursuant to paragraph (1), (2), (3), (4), (5),
            (6), (7) or (10) of this Section 5.6(a), an adjustment shall also be
            made to the Applicable Market Value solely to determine which of
            clauses (i), (ii) or (iii) of the definition of Settlement Rate in
            Section 5.1(a) will apply on the Share Purchase Date. Such
            adjustment shall be made by multiplying the Applicable Market Value
            by a fraction, the numerator of which shall be the Settlement Rate
            immediately after such adjustment pursuant to paragraph (1), (2),
            (3), (4), (5), (6), (7) or (10) of this Section 5.6(a) and the
            denominator of which shall be the Settlement Rate


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<PAGE>

            immediately before such adjustment; provided, that if such
            adjustment to the Settlement Rate is required to be made pursuant to
            the occurrence of any of the events contemplated by paragraph (1),
            (2), (3), (4), (5), (7) or (10) of this Section 5.6(a) during the
            period taken into consideration for determining the Applicable
            Market Value, appropriate and customary adjustments shall be made to
            the Settlement Rate.

                  (10) Increase of Settlement Rate. The Company may make such
            increases in the Settlement Rate, in addition to those required by
            this Section, as it considers to be advisable in order to avoid or
            diminish any income tax to any holders of Common Shares resulting
            from any dividend or distribution of Capital Stock or issuance of
            rights or warrants to purchase or subscribe for stock or from any
            event treated as such for income tax purposes or for any other
            reasons.

            (b) Adjustment for Consolidation, Merger or Other Reorganization
      Event.

            In the event of

                  (1) any consolidation or merger of the Company with or into
            another Person (other than a merger or consolidation in which the
            Company is the continuing corporation and in which the Common Shares
            outstanding immediately prior to the merger or consolidation is not
            exchanged for cash, securities or other property of the Company or
            another corporation),

                  (2) any sale, transfer, lease or conveyance to another Person
            of the property of the Company as an entirety or substantially as an
            entirety,

                  (3) any statutory exchange of securities of the Company with
            another Person (other than in connection with a merger or
            acquisition), or

                  (4) any liquidation, dissolution or winding up of the Company
            other than as a result of or after the occurrence of a Termination
            Event (any such event, a "Reorganization Event"),

each Common Share covered by each Purchase Contract forming part of a Unit
immediately prior to such Reorganization Event shall, after such Reorganization
Event, be converted for purposes of the Purchase Contract into the kind and
amount of securities, cash and other property receivable in such Reorganization
Event (without any interest thereon, and without any right to dividends or
distribution thereon which have a record date that is prior to the Share
Purchase Date per Common Share) by a holder of Common Shares that (i) is not a
Person with which the Company consolidated or into which the Company merged or
which merged into the Company or to which such sale or transfer was made, as the
case may be (any such Person, a "Constituent Person"), or an


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<PAGE>

Affiliate of a Constituent Person to the extent such Reorganization Event
provides for different treatment of Common Shares held by Affiliates of the
Company and non-Affiliates, and (ii) failed to exercise his rights of election,
if any, as to the kind or amount of securities, cash and other property
receivable upon such Reorganization Event (provided that if the kind or amount
of securities, cash and other property receivable upon such Reorganization Event
is not the same for each Common Share held immediately prior to such
Reorganization Event by a Person other than a Constituent Person or an Affiliate
thereof and in respect of which such rights of election shall not have been
exercised ("Non-electing Share"), then for the purpose of this Section the kind
and amount of securities, cash and other property receivable upon such
Reorganization Event by each Non-electing Share shall be deemed to be the kind
and amount so receivable per Common Share by a plurality of the Non-electing
Shares). On the Share Purchase Date, the Settlement Rate then in effect will be
applied to the value on the Share Purchase Date of such securities, cash or
other property.

            In the event of such a Reorganization Event, the Person formed by
such consolidation, merger or exchange or the Person which acquires the assets
of the Company or, in the event of a liquidation or dissolution of the Company,
the Company or a liquidating trust created in connection therewith, shall
execute and deliver to the Agent an agreement supplemental hereto providing that
the Holder of each Outstanding Unit shall have the rights provided by this
Section 5.6. Such supplemental agreement shall provide for adjustments which,
for events subsequent to the effective date of such supplemental agreement,
shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Section. The above provisions of this Section shall similarly apply
to successive Reorganization Events.

            SECTION 5.7 Notice of Adjustments and Certain Other Events.

            (a) Whenever the Settlement Rate is adjusted as herein provided, the
      Company shall:

                  (i) forthwith compute the Settlement Rate in accordance with
            Section 5.6 and prepare and transmit to the Agent an Officers'
            Certificate setting forth the Settlement Rate, the method of
            calculation thereof in reasonable detail, and the facts requiring
            such adjustment and upon which such adjustment is based; and

                  (ii) as soon as practicable following the occurrence of an
            event that requires an adjustment to the Settlement Rate pursuant to
            Section 5.6 (or if the Company is not aware of such occurrence, as
            soon as practicable after becoming so aware), provide a written
            notice to the Agent of the occurrence of such event and a statement
            setting forth in reasonable detail the method by which the
            adjustment to the Settlement Rate was determined and setting forth
            the adjusted Settlement Rate.


                                       62

<PAGE>

            (b) The Agent shall not at any time be under any duty or
      responsibility to any Holder of Units to determine whether any facts exist
      which may require any adjustment of the Settlement Rate, or with respect
      to the nature or extent or calculation of any such adjustment when made,
      or with respect to the method employed in making the same. The Agent shall
      not be accountable with respect to the validity or value (or the kind or
      amount) of any Common Shares, or of any securities or property, which may
      at the time be issued or delivered with respect to any Purchase Contract,
      and the Agent makes no representation with respect thereto. The Agent
      shall not be responsible for any failure of the Company to issue, transfer
      or deliver any Common Shares pursuant to a Purchase Contract or to comply
      with any of the duties, responsibilities or covenants of the Company
      contained in this Article.

            SECTION 5.8 Termination Event; Notice.

            The Purchase Contracts and all obligations and rights of the Company
and the Holders thereunder, including, without limitation, the rights of Holders
to receive Contract Adjustment Payments, if any, or any Deferred Contract
Adjustment Payments and obligations of Holders to purchase Common Shares, shall
immediately and automatically terminate, without the necessity of any notice or
action by any Holder, the Agent or the Company, if, on or prior to the Share
Purchase Date, a Termination Event shall have occurred. Upon and after the
occurrence of a Termination Event, the Normal Units shall thereafter represent
the right to receive the Notes or the appropriate Treasury Consideration, as the
case may be, forming a part of such Normal Units, and the Stripped Units shall
thereafter represent the right to receive the Treasury Securities forming a part
of such Stripped Units, in each case in accordance with the provisions of
Section 4.3 of the Pledge Agreement. Upon the occurrence of a Termination Event,
the Company shall promptly but in no event later than two Business Days
thereafter give written notice to the Agent, the Collateral Agent and to the
Holders, at their addresses as they appear in the Register.

            SECTION 5.9 Early Settlement.

            (a) Subject to and upon compliance with the provisions of this
      Section 5.9, Purchase Contracts underlying Units having an aggregate
      Stated Amount equal to $1,000 or an integral multiple thereof may, at the
      option of the Holder thereof, be settled early ("Early Settlement") on or
      prior to 10:00 a.m., New York City time, on the seventh Business Day
      immediately preceding the Share Purchase Date. Holders of Stripped Units
      (and after a Prepayment Event, Holders of Normal Units) may only effect
      Early Settlement of the related Purchase Contracts in integral multiples
      of 4O Stripped Units, and if Treasury Consideration has been substituted
      for the Notes as a component in the Normal Units due to a successful
      remarketing or the occurrence of a Tax Event Redemption, Purchase
      Contracts underlying such Normal Units may only be settled early in
      integral multiples of Normal Units such that the Treasury


                                       63

<PAGE>

      Consideration to be deposited and the Treasury Consideration to be
      released are in integral multiples of $1,000. In order to exercise the
      right to effect Early Settlement with respect to any Purchase Contracts,
      the Holder of the Certificate evidencing the related Units shall deliver
      such Certificate to the Agent at the Corporate Trust Office duly endorsed
      for transfer to the Company or in blank with the form of Election to
      Settle Early on the reverse thereof duly completed and accompanied by
      payment payable to the Company in immediately available funds in an amount
      (the "Early Settlement Amount") equal to (A) the product of (i) the
      Purchase Price multiplied by (ii) the number of Purchase Contracts with
      respect to which the Holder has elected to effect Early Settlement, plus
      (B) if such delivery is made with respect to any Purchase Contracts during
      the period from the close of business on any Record Date next preceding
      any Payment Date to the opening of business on such Payment Date, an
      amount equal to the Contract Adjustment Payments, if any, payable on such
      Payment Date with respect to such Purchase Contracts; provided that no
      payment shall be required pursuant to clause (B) of this sentence if the
      Company shall have elected to defer the Contract Adjustment Payments which
      would otherwise be payable on such Payment Date. Except as provided in the
      immediately preceding sentence and subject to Section 5.2(d), no payment
      or adjustment shall be made upon Early Settlement of any Purchase Contract
      on any Contract Adjustment Payments accrued on such Purchase Contract or
      on account of any dividends on the Common Shares issued upon such Early
      Settlement. If the foregoing requirements are first satisfied with respect
      to Purchase Contracts underlying any Unit at or prior to 5:00 p.m., New
      York City time, on a Business Day, such day shall be the "Early Settlement
      Date" with respect to such Unit and if such requirements are first
      satisfied after 5:00 p.m., New York City time, on a Business Day or on a
      day that is not a Business Day, the "Early Settlement Date" with respect
      to such Units shall be the next succeeding Business Day.

            (b) Upon Early Settlement of any Purchase Contract by the Holder of
      the related Units, the Company shall issue, and the Holder shall be
      entitled to receive, .9107 Common Shares on account of such Purchase
      Contract (the "Early Settlement Rate"). The Early Settlement Rate shall be
      adjusted in the same manner and at the same time as the Settlement Rate is
      adjusted pursuant to Section 5.6. As promptly as practicable after Early
      Settlement of Purchase Contracts in accordance with the provisions of this
      Section 5.9, the Company shall issue and shall deliver to the Agent at the
      Corporate Trust Office a certificate or certificates for the full number
      of Common Shares issuable upon such Early Settlement together with payment
      in lieu of any fraction of a share, as provided in Section 5.12.

            (c) No later than the third Business Day after the applicable Early
      Settlement Date the Company shall cause (i) the Common Shares issuable
      upon Early Settlement of Purchase Contracts to be issued and delivered,
      and (ii) the related Pledged Notes or Pledged Treasury Consideration, in
      the case of Normal


                                       64
<PAGE>


      Units, or the related Pledged Treasury Securities, in the case of Stripped
      Units, to be released from the Pledge by the Collateral Agent and
      transferred; in each case, to the Agent for delivery to the Holder thereof
      or the Holder's designee.

            (d) Upon Early Settlement of any Purchase Contracts, and subject to
      receipt of Common Shares from the Company and the Pledged Notes, Pledged
      Treasury Consideration or Pledged Treasury Securities, as the case may be,
      from the Collateral Agent, as applicable, the Agent shall, in accordance
      with the instructions provided by the Holder thereof on the applicable
      form of Election to Settle Early on the reverse of the Certificate
      evidencing the related Units, (i) transfer to the Holder the Pledged
      Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as
      the case may be, forming a part of such Units, and (ii) deliver to the
      Holder a certificate or certificates for the full number of Common Shares
      issuable upon such Early Settlement together with payment in lieu of any
      fraction of a share, as provided in Section 5.12.

            (e) In the event that Early Settlement is effected with respect to
      Purchase Contracts underlying less than all the Units evidenced by a
      Certificate, upon such Early Settlement the Company shall execute and the
      Agent shall authenticate, execute on behalf of the Holder and deliver to
      the Holder thereof, at the expense of the Company, a Certificate
      evidencing the Units as to which Early Settlement was not effected.

            (f) No Early Settlement will be permitted under this Section 5.9
      unless, at the time of delivery of the Election to Settle Early form or
      the time the Early Settlement is effected, there is an effective
      registration statement with respect to the Common Shares to be issued and
      delivered in connection with such Early Settlement, if such a registration
      statement is required (in the view of counsel, which need not be in the
      form of a written opinion, for either the Company or the Agent) under the
      Securities Act. If such a registration statement is so required, the
      Company covenants and agrees to use its commercially reasonable efforts to
      (A) have in effect a registration statement covering the Common Shares to
      be delivered in respect of the Purchase Contracts being settled and (B)
      provide a prospectus in connection therewith, in each case in a form that
      the Agent may use in connection with such Early Settlement.

            SECTION 5.10 Early Settlement Upon Cash Merger.

            (a) In the event of a merger or consolidation of the Company of the
      type described in clause (1) of Section 5.6(b) in which the Common Shares
      outstanding immediately prior to such merger or consolidation are
      exchanged for consideration consisting of at least 30% cash or cash
      equivalents (any such event a "Cash Merger"), then the Company (or the
      successor to the Company hereunder) shall be required to offer the Holder
      of each Unit the right to settle the Purchase Contract underlying such
      Unit prior to the Share Purchase Date


                                       65

<PAGE>

      ("Merger Early Settlement") as provided herein. On or before the fifth
      Business Day after the consummation of a Cash Merger, the Company or, at
      the request and expense of the Company, the Agent, shall give all Holders
      notice of the occurrence of the Cash Merger and of the right of Merger
      Early Settlement arising as a result thereof. The Company shall also
      deliver a copy of such notice to the Agent and the Collateral Agent.

            Each such notice shall contain:

                  (i) the date, which shall be not less than 20 nor more than 30
            calendar days after the date of such notice, on which the Merger
            Early Settlement will be effected (the "Merger Early Settlement
            Date");

                  (ii) the date, which shall be on or one Business Day prior to
            the Merger Early Settlement Date, by which the Merger Early
            Settlement right must be exercised;

                  (iii) the Settlement Rate in effect as a result of such Cash
            Merger and the kind and amount of securities, cash and other
            property receivable by the Holder upon settlement of each Purchase
            Contract pursuant to Section 5.6(b);

                  (iv) a statement to the effect that all or a portion of the
            Purchase Price payable by the Holder to settle the Purchase Contract
            will be offset against the amount of cash so receivable upon
            exercise of Merger Early Settlement, as applicable; and

                  (v) the instructions a Holder must follow to exercise the
            Merger Early Settlement right.

            (b) To exercise a Merger Early Settlement right, a Holder shall
      deliver to the Agent at the Corporate Trust Office on or before 5:00 p.m.,
      New York City time, on the date specified in the notice the Certificate(s)
      evidencing the Units with respect to which the Merger Early Settlement
      right is being exercised duly endorsed for transfer to the Company or in
      blank with the form of Election to Settle Early on the reverse thereof
      duly completed and accompanied by payment payable to the Company in
      immediately available funds in an amount equal to the Early Settlement
      Amount less the amount of cash that otherwise would be deliverable by the
      Company or its successor upon settlement of the Purchase Contract in lieu
      of Common Shares pursuant to Section 5.6(b) and as described in the notice
      to Holders (the "Merger Early Settlement Amount").

            (c) On the Merger Early Settlement Date, the Company shall deliver
      or cause to be delivered (i) the net cash, securities and other property
      to be received by such exercising Holder, equal to the Settlement Rate as
      adjusted pursuant to Section 5.6, in respect of the number of Purchase
      Contracts for which


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<PAGE>

      such Merger Early Settlement right was exercised, and (ii) the related
      Pledged Notes or Pledged Treasury Consideration, in the case of Normal
      Units, or Pledged Treasury Securities, in the case of Stripped Units, to
      be released from the Pledge by the Collateral Agent and transferred, in
      each case, to the Corporate Trust Office for delivery to the Holder
      thereof or its designee. In the event a Merger Early Settlement right
      shall be exercised by a Holder in accordance with the terms hereof, all
      references herein to Share Purchase Date shall be deemed to refer to such
      Merger Early Settlement Date.

            (d) Upon Merger Early Settlement of any Purchase Contracts, and
      subject to receipt of such net cash, securities or other property from the
      Company and the Pledged Notes, Pledged Treasury Consideration or Pledged
      Treasury Securities, as the case may be, from the Collateral Agent, as
      applicable, the Agent shall, in accordance with the instructions provided
      by the Holder thereof on the applicable form of Election to Settle Early
      on the reverse of the Certificate evidencing the related Units, (i)
      transfer to the Holder the Pledged Notes, Pledged Treasury Consideration
      or Pledged Treasury Securities, as the case may be, forming a part of such
      Units, and (ii) deliver to the Holder such net cash, securities or other
      property issuable upon such Merger Early Settlement together with payment
      in lieu of any fraction of a share, as provided in Section 5.12.

            (e) In the event that Merger Early Settlement is effected with
      respect to Purchase Contracts underlying less than all the Units evidenced
      by a Certificate, upon such Merger Early Settlement the Company (or the
      successor to the Company hereunder) shall execute and the Agent shall
      authenticate, execute on behalf of the Holder and deliver to the Holder
      thereof, at the expense of the Company, a Certificate evidencing the Units
      as to which Merger Early Settlement was not effected.

            SECTION 5.11 Charges and Taxes.

            The Company will pay all stock transfer and similar taxes
attributable to the initial issuance and delivery of the Common Shares pursuant
to the Purchase Contracts and in payment of any Deferred Contract Adjustment
Payments; provided, that the Company shall not be required to pay any such tax
or taxes which may be payable in respect of any exchange of or substitution for
a Certificate evidencing a Unit or any issuance of a Common Share in a name
other than that of the registered Holder of a Certificate surrendered in respect
of the Units evidenced thereby, other than in the name of the Agent, as
custodian for such Holder, and the Company shall not be required to issue or
deliver such Common Share certificates or Certificates unless and until the
Person or Persons requesting the transfer or issuance thereof shall have paid to
the Company the amount of such tax or shall have established to the satisfaction
of the Company that such tax has been paid.


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<PAGE>

            SECTION 5.12 No Fractional Shares

            No fractional shares or scrip representing fractional Common Shares
shall be issued or delivered upon settlement on the Share Purchase Date or upon
Early Settlement or Merger Early Settlement of any Purchase Contracts. If
Certificates evidencing more than one Purchase Contract shall be surrendered for
settlement at one time by the same Holder, the number of full Common Shares
which shall be delivered upon settlement shall be computed on the basis of the
aggregate number of Purchase Contracts evidenced by the Certificates so
surrendered. Instead of any fractional Common Share which would otherwise be
deliverable upon settlement of any Purchase Contracts on the applicable
Settlement Date or upon Early Settlement or Merger Early Settlement, the
Company, through the Agent, shall make a cash payment in respect of such
fractional shares in an amount equal to the value of such fractional shares
times the Applicable Market Value. The Company shall provide the Agent from time
to time with sufficient funds to permit the Agent to make all cash payments
required by this Section 5.12 in a timely manner.

                                   ARTICLE VI

                                    REMEDIES

            SECTION 6.1 Unconditional Right of Holders to Receive Purchase
Contract Adjustment Payments and Purchase Common Shares.

            The Holder of any Unit shall have the right, which is absolute and
unconditional,

                  (a) subject to the right of the Company to defer payment
            thereof pursuant to Section 5.3, and to the forfeiture of any
            Deferred Contract Adjustment Payments upon Early Settlement pursuant
            to Section 5.9 or upon Merger Early Settlement pursuant to Section
            5.10 or upon the occurrence of a Termination Event, to receive
            payment of each installment of the Contract Adjustment Payments, if
            any, with respect to the Purchase Contract constituting a part of
            such Unit on the respective Payment Date for such Unit, and to
            institute suit for the enforcement of such right to receive Contract
            Adjustment Payments, and

                  (b) to purchase Common Shares pursuant to the Purchase
            Contract constituting a part of such Unit and to institute suit for
            the enforcement of any such right to purchase Common Shares, and
            such rights shall not be impaired without the consent of such
            Holder.

            SECTION 6.2 Restoration of Rights and Remedies.

            If any Holder has instituted any proceeding to enforce any right or
remedy under this Agreement and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to such Holder, then
and in every such case,


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<PAGE>

subject to any determination in such proceeding, the Company and such Holder
shall be restored severally and respectively to their former positions hereunder
and thereafter all rights and remedies of such Holder shall continue as though
no such proceeding had been instituted.

            SECTION 6.3 Rights and Remedies Cumulative.

            Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Certificates in Section 3.10(f),
no right or remedy herein conferred upon or reserved to the Holders is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

            SECTION 6.4 Delay or Omission Not Waiver.

            No delay or omission of any Holder to exercise any right or remedy
upon a default shall impair any such right or remedy or constitute a waiver of
any such right. Every right and remedy given by this Article or by law to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by such Holders.

            SECTION 6.5 Undertaking for Costs.

            All parties to this Agreement agree, and each Holder of a Unit, by
its acceptance of such Unit 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 Agreement, or in any suit against the Agent for any action
taken, suffered or omitted by it as Agent, 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; provided
that the provisions of this Section shall not apply to any suit instituted by
the Company, to any suit instituted by the Agent, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% of the
Outstanding Units, or to any suit instituted by any Holder for the enforcement
of distributions on any Notes or Contract Adjustment Payments, if any, on any
Purchase Contract on or after the respective Payment Date therefor in respect of
any Unit held by such Holder, or for enforcement of the right to purchase Common
Shares under the Purchase Contract constituting part of any Unit held by such
Holder.

            SECTION 6.6 Waiver of Stay or Extension Laws.

            The Company covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the


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<PAGE>

benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, which may affect the covenants or the performance
of this Agreement; and the Company (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, but will
suffer and permit the execution of every such power as though no such law had
been enacted.

                                   ARTICLE VII

                                    THE AGENT

            SECTION 7.1 Certain Duties and Responsibilities.


            (a) (1) The Agent undertakes to perform, with respect to the Units
      and Separate Notes, such duties and only such duties as are specifically
      set forth in this Agreement and the Pledge Agreement, and no implied
      covenants or obligations shall be read into this Agreement against the
      Agent; and

                  (2) in the absence of bad faith, willful misconduct or
            negligence on its part, the Agent may, with respect to the Units and
            Separate Notes, conclusively rely, as to the truth of the statements
            and the correctness of the opinions expressed therein, upon
            certificates or opinions furnished to the Agent and conforming to
            the requirements of this Agreement, but in the case of any
            certificates or opinions which by any provision hereof are
            specifically required to be furnished to the Agent, the Agent shall
            be under a duty to examine the same to determine whether or not they
            conform to the requirements of this Agreement (but need not confirm
            or investigate the accuracy of the mathematical calculations or
            other facts stated therein).

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

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

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

                  (3) no provision of this Agreement shall require the Agent to
            expend or risk its own funds or otherwise incur any financial
            liability in the performance of any of its duties hereunder, or in
            the exercise of any of its rights or powers.


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<PAGE>

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

            (d) The Agent is authorized to execute and deliver the Pledge
      Agreement in its capacity as Agent. The Agent shall be entitled to all of
      the rights, privileges, immunities and indemnities contained in this
      Agreement with respect to any duties of the Agent under, or actions taken,
      omitted to be taken or suffered by the Agent pursuant to the Pledge
      Agreement.

            SECTION 7.2 Notice of Default.

            Within 30 days after the occurrence of any default by the Company
hereunder of which a Responsible Officer of the Agent has actual knowledge, the
Agent shall transmit by mail to the Company and the Holders of Units, as their
names and addresses appear in the applicable Register, notice of such default
hereunder, unless such default shall have been cured or waived.

            SECTION 7.3 Certain Rights of Agent.

            Subject to the provisions of Section 7.1:

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

            (b) any request or direction of the Company mentioned herein shall
      be sufficiently evidenced by an Officers' Certificate, Issuer Order or
      Issuer Request, and any resolution of the Board of Directors of the
      Company may be sufficiently evidenced by a Board Resolution;

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

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


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<PAGE>


            (e) the Agent 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 Agent, in its discretion, may make reasonable further
      inquiry or investigation into such facts or matters related to the
      execution, delivery and performance of the Purchase Contracts as it may
      see fit, and, if the Agent shall determine to make such further inquiry or
      investigation, it shall be given a reasonable opportunity to examine the
      books, records and premises of the Company, personally or by agent or
      attorney; and

            (f) the Agent may execute any of the powers hereunder or perform any
      duties hereunder either directly or by or through agents or attorneys or
      an Affiliate of the Agent and the Agent shall not be responsible for any
      misconduct or negligence on the part of any agent or attorney or an
      Affiliate appointed by the Agent with due care provided that such agent or
      attorney or Affiliate agrees for the benefit of the Company and the
      Holders that it is and shall be subject to the same standards as the Agent
      hereunder.

            SECTION 7.4 Not Responsible for Recitals or Issuance of Units.

            The recitals contained herein and in the Certificates shall be taken
as the statements of the Company and the Agent assumes no responsibility for
their accuracy. The Agent makes no representations as to the validity or
sufficiency of either this Agreement or of the Units, or of the Pledge Agreement
or the Pledge. The Agent shall not be accountable for the use or application by
the Company of the Units or the proceeds therefrom or in respect of the Purchase
Contracts.

            SECTION 7.5 May Hold Units.

            Any Registrar or any other agent of the Company, or the Agent and
its Affiliates, in their individual or any other capacity, may become the owner
or pledgee of Units and may otherwise deal with the Company, the Collateral
Agent or any other Person with the same rights it would have if it were not
Registrar or such other agent, or the Agent.

            SECTION 7.6 Money Held in Custody.

            Money held by the Agent in custody hereunder need not be segregated
from the Agent's other funds except to the extent required by law or provided
herein. The Agent shall be under no obligation to invest or pay interest on any
money received by it hereunder except as otherwise agreed in writing with the
Company.

            SECTION 7.7 Compensation and Reimbursement.

            The Company agrees:


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<PAGE>

            (a) to pay to the Agent from time to time reasonable compensation
      for all services rendered by it hereunder;

            (b) except as otherwise expressly provided herein, to reimburse the
      Agent upon its request for all reasonable expenses, disbursements and
      advances incurred or made by the Agent in accordance with any provision of
      this Agreement (including the reasonable compensation and the reasonable
      expenses and disbursements of its agents and counsel), except any such
      expense, disbursement or advance as may be attributable to its negligence,
      willful misconduct or bad faith; and

            (c) to indemnify the Agent and any predecessor Agent for, and to
      hold it harmless against, any loss, liability or expense incurred without
      negligence, willful misconduct or bad faith on its part, arising out of or
      in connection with the acceptance or administration of its duties
      hereunder, including the costs and expenses of defending itself against
      any claim or liability in connection with the exercise or performance of
      any of its powers or duties hereunder. The Agent shall promptly notify the
      Company of any third-party claim which may give rise to the indemnity
      hereunder and give the Company the opportunity to control the defense of
      such claim with counsel reasonably satisfactory to the indemnified party,
      and no such claim shall be settled without the written consent of the
      Company, which consent shall not be unreasonably withheld.

            For purposes of this Section 7.7, "Agent" shall include any
predecessor Agent; provided, however, that the negligence, bad faith or willful
misconduct of any Agent hereunder shall not affect the rights of any other Agent
hereunder.

            The provisions of this Section 7.7 shall survive the termination of
this Agreement, the satisfaction or discharge of the Units and/or the Separate
Notes and/or the resignation or removal of the Agent.

            SECTION 7.8 Corporate Agent Required; Eligibility.

            There shall at all times be an Agent hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having (or being a member of a bank
holding company having) a combined capital and surplus of at least $50,000,000,
subject to supervision or examination by federal or state authority and having a
Corporate Trust Office in the Borough of Manhattan, The City of New York, if
there be such a corporation, qualified and eligible under this Article and
willing to act on reasonable terms. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Agent shall cease to be eligible in accordance
with the provisions of this


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<PAGE>


Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

            SECTION 7.9 Resignation and Removal; Appointment of Successor.

            (a) No resignation or removal of the Agent and no appointment of a
      successor Agent pursuant to this Article shall become effective until the
      acceptance of appointment by the successor Agent in accordance with the
      applicable requirements of Section 7.10.

            (b) The Agent may resign at any time by giving written notice
      thereof to the Company 60 days prior to the effective date of such
      resignation. If the instrument of acceptance by a successor Agent required
      by Section 7.10 shall not have been delivered to the Agent within 30 days
      after the giving of such notice of resignation, the resigning Agent may
      petition any court of competent jurisdiction for the appointment of a
      successor Agent.

            (c) The Agent may be removed at any time by Act of the Holders of a
      majority in number of the Outstanding Units delivered to the Agent and
      the Company.

            (d) If at any time:

                  (1) the Agent fails to comply with Section 310(b) of the TIA,
            as if the Agent were an indenture trustee under an indenture
            qualified under the TIA, after written request therefor by the
            Company or by any Holder who has been a bona fide Holder of a Unit
            for at least six months; or

                  (2) the Agent shall cease to be eligible under Section 7.8 and
            shall fail to resign after written request therefor by the Company
            or by any such Holder; or

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

      then, in any such case, (x) the Company by a Board Resolution may remove
      the Agent, or (y) any Holder who has been a bona fide Holder of a Unit 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 Agent and the appointment of a successor Agent.


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<PAGE>

            (e) If the Agent shall resign, be removed or become incapable of
      acting, or if a vacancy shall occur in the office of Agent for any reason,
      the Company, by a Board Resolution, shall promptly appoint a successor
      Agent and shall comply with the applicable requirements of Section 7.10.
      If no successor Agent shall have been so appointed by the Company and
      accepted appointment in the manner required by Section 7.10, any Holder
      who has been a bona fide Holder of a Unit for at least six months may, on
      behalf of itself and all others similarly situated, petition any court of
      competent jurisdiction for the appointment of a successor Agent.

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

            SECTION 7.10 Acceptance of Appointment by Successor.

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

            (b) Upon request of any such successor Agent, the Company shall
      execute any and all instruments for more fully and certainly vesting in
      and confirming to such successor Agent all such rights, powers and
      agencies referred to in paragraph (a) of this Section.

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

            SECTION 7.11 Merger, Conversion, Consolidation or Succession to
Business.

            Any Person into which the Agent may be merged or converted or with
which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which the Agent shall be a party, or any Person
succeeding to all


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<PAGE>

substantially all the corporate trust business of the Agent, shall be the
successor of the Agent hereunder, provided such Person shall be otherwise
qualified and eligible under this Article, without the execution or filing of
any paper or any further act on the part of any of the parties hereto. In case
any Certificates shall have been authenticated and executed on behalf of the
Holders, but not delivered, by the Agent then in office, any successor to such
Agent shall adopt such authentication and execution and deliver the Certificates
so authenticated and executed with the same effect as if such successor Agent
had itself authenticated and executed such Units.

            SECTION 7.12 Preservation of Information.

            The Agent shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders received by the Agent in its
capacity as Registrar.

            SECTION 7.13 No Obligations of Agent.

            Except to the extent otherwise provided in this Agreement, the Agent
assumes no obligation and shall not be subject to any liability under this
Agreement, the Pledge Agreement or any Purchase Contract in respect of the
obligations of the Holder of any Unit thereunder. The Company agrees, and each
Holder of a Certificate, by such Holder's acceptance thereof, shall be deemed to
have agreed, that the Agent's execution of the Certificates on behalf of the
Holders shall be solely as agent and attorney-in-fact for the Holders, and that
the Agent shall have no obligation to perform such Purchase Contracts on behalf
of the Holders, except to the extent expressly provided in Article V.

            SECTION 7.14 Tax Compliance.

            (a) The Agent, on its own behalf and on behalf of the Company, will
      comply with all applicable certification, information reporting and
      withholding (including "backup" withholding) requirements imposed by
      applicable tax laws, regulations or administrative practice with respect
      to (i) any payments made with respect to the Units or (ii) the issuance,
      delivery, holding, transfer, redemption or exercise of rights under the
      Units. Such compliance shall include, without limitation, the preparation
      and timely filing of required returns and the timely payment of all
      amounts required to be withheld to the appropriate taxing authority or its
      designated agent.

            (b) The Agent shall comply with any reasonable written direction
      timely received from the Company with respect to the execution or
      certification of any required documentation and the application of such
      requirements to particular payments or Holders or in other particular
      circumstances, and may for purposes of this Agreement conclusively rely on
      any such direction in accordance with the provisions of Section 7.1(a)(2).

            (c) The Agent shall maintain all appropriate records documenting
      compliance with such requirements, and shall make such records available,
      on


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<PAGE>

      written request, to the Company or its authorized representative within a
      reasonable period of time after receipt of such request.

                                  ARTICLE VIII

                             SUPPLEMENTAL AGREEMENTS

            SECTION 8.1 Supplemental Agreements Without Consent of Holders.

Without the consent of any Holders, the Company and the Agent, at any time and
from time to time, may enter into one or more agreements supplemental hereto, in
form satisfactory to the Company and the Agent, for any of the following
purposes:

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

            (b) to add to the covenants of the Company for the benefit of the
      Holders, or to surrender any right or power herein conferred upon the
      Company; or

            (c) to evidence and provide for the acceptance of appointment
      hereunder by a successor Agent; or

            (d) to make provision with respect to the rights of Holders pursuant
      to the requirements of Section 5.6(b) or 5.10; or

            (e) to cure any ambiguity, to correct or supplement any provisions
      herein which may be inconsistent with any other provisions herein, or to
      make any other provisions with respect to such matters or questions
      arising under this Agreement, provided such action shall not adversely
      affect the interests of the Holders.

            SECTION 8.2 Supplemental Agreements with Consent of Holders.

            (a) With the consent of the Holders of not less than a majority of
      the outstanding Purchase Contracts voting together as one class, by Act of
      said Holders delivered to the Company and the Agent, the Company, when
      authorized by a Board Resolution, and the Agent may enter into an
      agreement or agreements supplemental hereto for the purpose of modifying
      in any manner the terms of the Purchase Contracts, or the provisions of
      this Agreement or the rights of the Holders in respect of the Units;
      provided, however, that, except as contemplated herein, no such
      supplemental agreement shall, without the consent of the Holder of each
      Outstanding Unit affected thereby:

                  (1) change any Payment Date;


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<PAGE>

                  (2) change the amount or the type of Collateral required to be
            Pledged to secure a Holder's obligations under the Purchase
            Contract, impair the right of the Holder of any Purchase Contract to
            receive distributions on the related Collateral (except for the
            rights of Holders of Normal Units to substitute the Treasury
            Securities for the Pledged Notes or Pledged Treasury Consideration
            or the rights of holders of Stripped Units to substitute Notes or
            appropriate Treasury Consideration for the Pledged Treasury
            Securities) or otherwise materially adversely affect the Holder's
            rights in or to such Collateral;

                  (3) reduce any Contract Adjustment Payments or any Deferred
            Contract Adjustment Payment, or change any place where, or the coin
            or currency in which, any Contract Adjustment Payment is payable or
            increase any amounts payable in respect of the Units or decrease any
            other amounts receivable by Holders in respect of the Units;

                  (4) impair the right to institute suit for the enforcement of
            any Purchase Contract, any Contract Adjustment Payment, if any, or
            any Deferred Contract Adjustment Payment, if any;

                  (5) reduce the number of Common Shares to be purchased
            pursuant to any Purchase Contract, increase the price to purchase
            Common Shares upon settlement of any Purchase Contract, change the
            Share Purchase Date or otherwise materially adversely affect the
            Holder's rights under any Purchase Contract; or

                  (6) reduce the percentage of the outstanding Purchase
            Contracts the consent of whose Holders is required for any such
            supplemental agreement;

      provided, that if any amendment or proposal referred to above would
      adversely affect only the Normal Units or the Stripped Units, then only
      the affected class of Holder as of the record date for the Holders
      entitled to vote thereon will be entitled to vote on or consent to such
      amendment or proposal, and such amendment or proposal shall not be
      effective except with the consent of Holders of not less than a majority
      of such class; provided, however, that no such agreement, whether with or
      without the consent of Holders, shall affect Section 3.16.

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


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<PAGE>

            SECTION 8.3 Execution of Supplemental Agreements.

            In executing, or accepting the additional agencies created by, any
supplemental agreement permitted by this Article or the modifications thereby of
the agencies created by this Agreement, the Agent shall be entitled to receive
and (subject to Section 7.1) shall be fully protected in relying upon, an
Officer's Certificate and an Opinion of Counsel stating that the execution of
such supplemental agreement is authorized or permitted by this Agreement and
that all conditions precedent to the execution of such supplemental agreement
have been satisfied. The Agent shall enter into any such supplemental agreement
which does not materially adversely affect the Agent's own rights, duties or
immunities under this Agreement or otherwise.

            SECTION 8.4 Effect of Supplemental Agreements.

            Upon the execution of any supplemental agreement under this Article,
this Agreement shall be modified in accordance therewith, and such supplemental
agreement shall form a part of this Agreement for all purposes; and every Holder
of Certificates theretofore or thereafter authenticated, executed on behalf of
the Holders and delivered hereunder shall be bound thereby.

            SECTION 8.5 Reference to Supplemental Agreements.

            Certificates authenticated, executed on behalf of the Holders and
delivered after the execution of any supplemental agreement pursuant to this
Article may, and shall if required by the Agent, bear a notation in form
approved by the Agent as to any matter provided for in such supplemental
agreement. If the Company shall so determine, new Certificates so modified as to
conform, in the opinion of the Agent and the Company, to any such supplemental
agreement may be prepared and executed by the Company and authenticated,
executed on behalf of the Holders and delivered by the Agent in exchange for
Outstanding Certificates.

                                   ARTICLE IX

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

            SECTION 9.1 Covenant Not to Merge, Consolidate, Sell or Convey
Property Except Under Certain Conditions.

            The Company covenants that, so long as any Units are outstanding, it
will not (a) merge with or into or consolidate with any other Person or (b)
transfer, lease or convey all or substantially all its assets to any Person,
unless (i) either the Company shall be the continuing entity, or the successor
(if other than the Company) shall be a corporation, partnership or trust
organized and existing under the laws of Bermuda or the United States of America
or a State thereof or the District of Columbia and such Person shall expressly
assume all the obligations of the Company under the Purchase Contracts, this
Agreement, the Remarketing Agreement and the Pledge Agreement by one or more


                                       79

<PAGE>

supplemental agreements in form reasonably satisfactory to the Agent and the
Collateral Agent, executed and delivered to the Agent and the Collateral Agent
by such Person, and ( ii) the Company or such successor, as the case may be,
shall not, immediately after such merger or consolidation, or such transfer,
lease or conveyance, be in default in the performance of any covenant or
condition hereunder, under any of the Purchase Contracts, under the Remarketing
Agreement or under the Pledge Agreement.

            SECTION 9.2 Rights and Duties of Successor Corporation.

            (a) In case of any such consolidation, merger, transfer, lease or
      conveyance and upon any such assumption by a successor entity in
      accordance with Section 9.1, such successor entity shall succeed to and be
      substituted for the Company with the same effect as if it had been named
      herein as the Company. Such successor entity thereupon may cause to be
      signed, and may issue either in its own name or in the name of the
      Company, any or all of the Certificates evidencing Units issuable
      hereunder which theretofore shall not have been signed by the Company and
      delivered to the Agent; and, upon the order of such successor corporation,
      instead of the Company, and subject to all the terms, conditions and
      limitations in this Agreement prescribed, the Agent shall authenticate and
      execute on behalf of the Holders and deliver any Certificates which
      previously shall have been signed and delivered by the officers of the
      Company to the Agent for authentication, execution on behalf of the Holder
      and delivery, and any Certificate evidencing Units which such successor
      entity thereafter shall cause to be signed and delivered to the Agent for
      that purpose. All the Certificates so issued shall in all respects have
      the same legal rank and benefit under this Agreement as the Certificates
      theretofore or thereafter issued in accordance with the terms of this
      Agreement as though all of such Certificates had been issued at the date
      of the execution hereof.

            (b) In case of any such consolidation, merger, transfer, lease or
      conveyance such change in phraseology and form (but not in substance) may
      be made in the Certificates evidencing Units thereafter to be issued as
      may be appropriate.

            SECTION 9.3 Opinion of Counsel Given to Agent.

            The Agent, subject to Sections 7.1 and 7.3, shall receive an Opinion
of Counsel as conclusive evidence that any such consolidation, merger, transfer,
lease or conveyance, and any such assumption, complies with the provisions of
this Article and that all conditions precedent to the consummation of any such
consolidation, merger, sale, assignment, transfer, lease or conveyance have been
met.


                                       80

<PAGE>

                                    ARTICLE X

                                    COVENANTS

            SECTION 10.1 Performance Under Purchase Contracts.

            The Company covenants and agrees for the benefit of the Holders from
time to time of the Units that it will duly and punctually perform its
obligations under the Purchase Contracts in accordance with the terms of the
Purchase Contracts and this Agreement.

            SECTION 10.2 Maintenance of Office or Agency.

            (a) The Company will maintain in the Borough of Manhattan, The City
      of New York an office or agency where Certificates may be presented or
      surrendered for acquisition of Common Shares upon settlement of the
      Purchase Contracts on any Settlement Date and for transfer of Collateral
      upon occurrence of a Termination Event, where Certificates may be
      surrendered for registration of transfer or exchange, for a Collateral
      Substitution or reestablishment of Normal Units and where notices and
      demands to or upon the Company in respect of the Units and this Agreement
      may be served. The Company will give prompt written notice to the Agent of
      the location, and any change in the location, of such office or agency. If
      at any time the Company shall fail to maintain any such required office or
      agency or shall fail to furnish the Agent with the address thereof, such
      presentations, surrenders, notices and demands may be made or served at
      the Corporate Trust Office, and the Company hereby appoints the Agent as
      its agent to receive all such presentations, surrenders, notices and
      demands.

            (b) The Company may also from time to time designate one or more
      other offices or agencies where Certificates may be presented or
      surrendered for any or all such purposes and may from time to time rescind
      such designations; provided, however, that no such designation or
      rescission shall in any manner relieve the Company of its obligation to
      maintain an office or agency in the Borough of Manhattan, The City of New
      York for such purposes. The Company will give prompt written notice to the
      Agent of any such designation or rescission and of any change in the
      location of any such other office or agency. The Company hereby designates
      as the place of payment for the Units the Corporate Trust Office and
      appoints the Agent at its Corporate Trust Office as paying agent in such
      city.

            SECTION 10.3 Company to Reserve Common Shares.

            The Company shall at all times prior to the Share Purchase Date
reserve and keep available, free from preemptive rights, out of its authorized
but unissued Common Shares the maximum number of Common Shares issuable against
tender of


                                       81

<PAGE>

payment in respect of all Purchase Contracts constituting a part of the Units
evidenced by Outstanding Certificates.

            SECTION 10.4 Covenants as to Common Shares.

            The Company covenants that all Common Shares which may be issued
against tender of payment in respect of any Purchase Contract constituting a
part of the Outstanding Units will, upon issuance, be duly authorized, validly
issued, fully paid and nonassessable.

            SECTION 10.5 Statements of Officer of the Company as to Default.

            The Company will deliver to the Agent, within 120 days after the end
of each fiscal year of the Company ending after the date hereof, an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions hereof, and if the Company shall be in default,
specifying all such defaults and the nature and status thereof of which such
Officers may have knowledge. In the event the Company shall change its fiscal
year at any time the Units are outstanding, the Company shall notify the Agent
of the effective date of such change.


                                       82

<PAGE>

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

                                            PLATINUM UNDERWRITERS HOLDINGS,
                                            LTD.


                                            By: /s/ Jerome T. Fadden
                                               ---------------------------------
                                               Name:
                                               Title:


                                            JPMORGAN CHASE BANK,
                                            as Purchase Contract Agent


                                            By: /s/ J. Adamis
                                               ---------------------------------
                                               Name:
                                               Title:

<PAGE>

                                    EXHIBIT A
                        FORM OF NORMAL UNITS CERTIFICATE
                       (Form of Global Certificate Legend)

[THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE
CONTRACT AGREEMENT (AS DEFINED ON THE REVERSE HEREOF) AND IS REGISTERED IN THE
NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE
EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF
THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT.]*

[so long as DTC is the Depositary, insert: Unless this Certificate is presented
by an authorized representative of The Depository Trust Company (55 Water
Street, New York, New York) to the Company or its agent for registration or
transfer, exchange or payment, and any Certificate issued is registered in the
name of Cede & Co., or such other name as requested by an authorized
representative of the Depository Trust Company, and any payment hereon is made
to Cede & Co., ANY TRANSFER PLEDGE OR OTHER USE HEREOF OR OTHERWISE BY A PERSON
IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest
herein.]

                   (Form of Face of Normal Units Certificate)

                      Platinum Underwriters Holdings, Ltd.

                           7.00% Equity Security Units

No.                                      CUSIP No. G7l27Pll8
Number of Normal Units

            This Normal Units Certificate certifies that _______ is the
registered Holder of the number of Normal Units set forth above. Each Normal
Unit represents (i) either (a) a 1/40, or 2.5%, beneficial ownership interest of
the Holder in one 5.25% Senior Note due 2007 (the "Note") of Platinum
Underwriters Finance, Inc., a Delaware corporation, having a principal amount of
$l,000, subject to the Pledge of such Note by such Holder pursuant to the Pledge
Agreement, or (b) if the Note has been remarketed by the Remarketing Agent (or
if the Holder has elected not to have the Note remarketed or a Tax Event
Redemption has occurred), the appropriate Treasury Consideration, subject to the
Pledge of such Treasury Consideration by such Holder pursuant to the Pledge
Agreement, and (ii) the rights and obligations of the Holder under one Purchase
Contract with Platinum Underwriters Holdings, Ltd., a Bermuda company (the
"Company"). Each

------------------
* To be inserted in Global Certificates only.


                                      A-1
<PAGE>

Normal Unit will have a stated amount of $25 (the "Stated Amount"). All
capitalized terms used herein which are defined in the Purchase Contract
Agreement have the meaning set forth therein.

            Pursuant to the Pledge Agreement, the interest in the Note or the
appropriate Treasury Consideration, as the case may be, constituting part of
each Normal Unit evidenced hereby has been pledged to the Collateral Agent, for
the benefit of the Company, to secure the obligations of the Holder under the
Purchase Contract comprising a part of such Normal Unit to purchase Common
Shares of the Company. Prior to the purchase of Common Shares under each
Purchase Contract, such Purchase Contracts shall not entitle the Holders of
Normal Units Certificates to any of the rights of a holder of Common Shares,
including without limitation, the right to vote or receive any dividends or
other payments or to consent or to receive notice as shareholders in respect of
the meetings of shareholders, or for the election of directors of the Company or
for any other matter or any other rights whatsoever as shareholder of the
Company.

            The Pledge Agreement provides that all payments in respect of the
Pledged Notes or Pledged Treasury Consideration received by the Collateral Agent
shall be paid by the Collateral Agent by wire transfer in same day funds (i) in
the case of (A) quarterly cash distributions on Normal Units which include
Pledged Notes or Pledged Treasury Consideration and (B) any payments in respect
of the Notes or Treasury Consideration, as the case may be, that have been
released from the Pledge pursuant to the Pledge Agreement, to the Agent to the
account designated by the Agent, no later than 11:00 a.m., New York City time,
on the Business Day such payment is received by the Collateral Agent (provided
that in the event such payment is received by the Collateral Agent on a day that
is not a Business Day or after 9:00 am., New York City time, on a Business Day,
then such payment shall be made no later than 10:30 a.m., New York City time,
on the next succeeding Business Day) and (ii) in the case of payments in respect
of any Pledged Notes or Pledged Treasury Consideration, as the case may be, to
be paid upon settlement of such Holder's obligations to purchase Common Shares
under the Purchase Contract, to the Company on the Share Purchase Date (as
defined herein) in accordance with the terms of the Pledge Agreement, in full
satisfaction of the respective obligations of the Holders of the Normal Units of
which such Pledged Notes or Pledged Treasury Consideration are a part under the
Purchase Contracts forming a part of such Normal Units. Quarterly distributions
on Normal Units which include Pledged Notes or Pledged Treasury Consideration
(other than Prepayment Treasury Consideration) which are payable quarterly in
arrears on February 16, May 16, August 16 and November 16 each year, commencing
February 16, 2003 (a "Payment Date"), shall, subject to receipt thereof by the
Agent from the Trustee or Collateral Agent, as the case may be, be paid to the
Person in whose name this Normal Units Certificate (or a Predecessor Normal
Units Certificate) is registered at the close of business on the Record Date for
such Payment Date.

            Each Purchase Contract evidenced hereby obligates the Holder of this
Normal Units Certificate to purchase, and the Company to sell, on November 16,
2005 (the "Share Purchase Date"), at a price equal to $25 (the "Purchase
Price"), a number of


                                      A-2
<PAGE>

Common Shares, $0.01 par value per share ("Common Shares"), of the Company,
equal to the Settlement Rate, unless on or prior to the Share Purchase Date
there shall have occurred a Termination Event or an Early Settlement or Merger
Early Settlement with respect to the Normal Units of which such Purchase
Contract is a part, all as provided in the Purchase Contract Agreement, as
defined and more fully described on the reverse hereof. The Purchase Price for
the Common Shares purchased pursuant to each Purchase Contract evidenced hereby,
if not paid earlier, shall be satisfied on the Share Purchase Date by either (i)
the application of payments received with regard to Pledged Treasury
Consideration, or (ii) the exercise of the Company's rights as a secured party
in connection with the Pledged Notes, as the case may be.

            Payments on the Notes or the appropriate Treasury Consideration will
be payable at the office of the Agent in The City of New York or, at the option
of the Company, by check mailed to the address of the Person entitled thereto as
such address appears on the Normal Units Register or by wire transfer to an
account specified by the Company.

            The Company shall pay on each Payment Date in respect of each
Purchase Contract forming part of a Normal Unit evidenced hereby an amount (the
"Contract Adjustment Payments") equal to 1.75% per year of the Stated Amount,
computed on the basis of a 360-day year of twelve 30-day months, subject to
deferral at the option of the Company as provided in the Purchase Contract
Agreement and more fully described on the reverse hereof (provided that if on
any date on which Contract Adjustment Payments are to be made on the Purchase
Contracts is not a Business Day, then payment of the Contract Adjustment
Payments payable on that date will be made on the next succeeding day which is a
Business Day, and no interest or payment will be paid in respect of the delay,
except that if such next succeeding Business Day is in the next succeeding
calendar year, such payment will be made on the immediately preceding Business
Day). Such Contract Adjustment Payments shall be payable to the Person in whose
name this Normal Units Certificate (or a Predecessor Normal Units Certificate)
is registered at the close of business on the Record Date for such Payment Date.

            Contract Adjustment Payments will be payable at the office of the
Agent in The City of New York or, at the option of the Company, by check mailed
to the address of the Person entitled thereto as such address appears on the
Normal Units Register or by wire transfer to the account designated by such
Person in writing.

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

            Unless the certificate of authentication hereon has been executed by
the Agent by manual signature, this Normal Units Certificate shall not be
entitled to any benefit under the Pledge Agreement or the Purchase Contract
Agreement or be valid or obligatory for any purpose.


                                      A-3
<PAGE>

            IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed.


Dated:
      -------------

                                         PLATINUM UNDERWRITERS HOLDINGS,
                                         LTD.


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


                                         HOLDER SPECIFIED ABOVE (as to
                                         obligations of such Holder under the
                                         Purchase Contracts evidenced hereby)

                                         By: JPMORGAN CHASE BANK,
                                             not individually but solely as
                                             Attorney-in-Fact of such Holder

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


                                      A-4
<PAGE>

                      AGENT'S CERTIFICATE OF AUTHENTICATION

            This is one of the Normal Units Certificates referred to in the
within mentioned Purchase Contract Agreement.


                                                JPMORGAN CHASE BANK,
                                                as Purchase Contract Agent


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


                                      A-5
<PAGE>

                  (Form of Reverse of Normal Units Certificate)

            Each Purchase Contract evidenced hereby is governed by a Purchase
Contract Agreement, dated as of November 1, 2002 (as may be supplemented from
time to time, the "Purchase Contract Agreement"), between the Company and
JPMorgan Chase Bank, as Purchase Contract Agent (including its successors
thereunder, herein called the "Agent"), to which Purchase Contract Agreement and
supplemental agreements thereto reference is hereby made for a description of
the respective rights, limitations of rights, obligations, duties and immunities
thereunder of the Agent, the Company, and the Holders and of the terms upon
which the Normal Units Certificates are, and are to be, executed and delivered.
All defined terms used but not defined in this Certificate have the meanings
ascribed to them in the Purchase Contract Agreement.

            Each Purchase Contract evidenced hereby obligates the Holder of this
Normal Units Certificate to purchase, and the Company to sell, on the Share
Purchase Date at a price equal to $25 (the "Purchase Price"), a number of Common
Shares of the Company equal to the Settlement Rate, unless, on or prior to the
Share Purchase Date, there shall have occurred a Termination Event or a Cash
Settlement, Early Settlement or Merger Early Settlement with respect to the Unit
of which such Purchase Contract is a part. The "Settlement Rate" is equal to (a)
if the Applicable Market Value (as defined below) is equal to or greater than
$27.45 (the "Threshold Appreciation Price"), .9107 Common Shares per Purchase
Contract, (b) if the Applicable Market Value is less than the Threshold
Appreciation Price but is greater than $22.50, the number of Common Shares per
Purchase Contract equal to the Purchase Price divided by the Applicable Market
Value and (c) if the Applicable Market Value is equal to or less than $22.50,
1.1111 Common Shares per Purchase Contract, in each case subject to adjustment
as provided in the Purchase Contract Agreement. No fractional Common Shares will
be issued upon settlement of Purchase Contracts, as provided in the Purchase
Contract Agreement.

            The "Applicable Market Value" means the average of the Closing Price
per Common Share on each of the 20 consecutive Trading Days ending on the third
Trading Day immediately preceding the Share Purchase Date or, in the event of a
Cash Merger, the Cash Merger Date.

            The "Closing Price" of the Common Shares on any date of
determination means the closing sale price (or, if no closing sale price is
reported, the last reported sale price) of the Common Shares on the New York
Stock Exchange (the "NYSE") on such date or, if the Common Shares are not listed
for trading on the NYSE on any such date, as reported in the composite
transactions for the principal United States securities exchange on which the
Common Shares are so listed, or if the Common Shares are not so listed on a
United States national or regional securities exchange, as reported by The
Nasdaq Stock Market, or, if the Common Shares are not so reported, the last
quoted bid price for the Common Shares in the over-the-counter market as
reported by the National Quotation Bureau or similar organization, or, if such
bid price is not available, the market value of


                                      A-6
<PAGE>

the Common Shares on such date as determined by a nationally recognized
independent investment banking firm retained for this purpose by the Company.

            A "Trading Day" means a day on which the Common Shares (A) are not
suspended from trading on any national or regional securities exchange or
association or over-the-counter market at the close of business and (B) has
traded at least once on the national or regional securities exchange or
association or over-the-counter market that is the primary market for the
trading of the Common Shares at the close of business on such day.

            Each Purchase Contract evidenced hereby may be settled prior to the
Share Purchase Date through Cash Settlement, Early Settlement or Merger Early
Settlement, in accordance with the terms of the Purchase Contract Agreement.

            In accordance with the terms of the Purchase Contract Agreement, the
Holder of this Normal Units Certificate shall pay the Purchase Price for the
Common Shares purchased pursuant to each Purchase Contract evidenced hereby (i)
by effecting a Cash Settlement, an Early Settlement or Merger Early Settlement,
(ii) by application of payments received in respect of the Pledged Treasury
Consideration acquired from the proceeds of a remarketing of the related Pledged
Notes underlying the Normal Units represented by this Normal Units Certificate
as contemplated by Section 5.4 of the Purchase Contract Agreement or (iii) if
the Holder has elected not to participate in the remarketing, by application of
payments received in respect of the Pledged Opt-out Treasury Consideration
deposited by such Holder in respect of such Purchase Contract or (iv) if a Tax
Event Redemption or Prepayment Event has occurred prior to the successful
remarketing of the Notes as contemplated by Section 5.4 of the Purchase Contract
Agreement, by application of payments received in respect of the Pledged
Treasury Consideration purchased by the Collateral Agent on behalf of the Holder
of this Normal Units Certificate. If, as provided in the Purchase Contract
Agreement, upon the occurrence of a Last Failed Remarketing the Collateral
Agent, for the benefit of the Company, exercises its rights as a secured
creditor with respect to the Pledged Notes related to this Normal Units
Certificate, any accrued and unpaid interest on such Pledged Notes will become
payable by the Company to the Holder of this Normal Units Certificate in the
manner provided for in the Purchase Contract Agreement.

            Under and subject to the terms of the Pledge Agreement and the
Purchase Contract Agreement, the Agent will be entitled to exercise the voting
and any other consensual rights pertaining to the Pledged Notes, but only to the
extent instructed by the Holders as described below. Upon receipt of notice of
any meeting at which holders of Notes are entitled to vote or upon the
solicitation of consents, waivers or proxies of holders of Notes, the Agent
shall, as soon as practicable thereafter, mail to the Holders of Normal Units a
notice (a) containing such information as is contained in the notice or
solicitation, (b) stating that each such Holder on the record date set by the
Agent therefor (which, to the extent possible, shall be the same date as the
record date for determining the holders of Notes entitled to vote) shall be
entitled to instruct the Agent as to the exercise of the voting rights
pertaining to the Pledged Notes constituting a part of such


                                      A-7
<PAGE>

exercise of the voting rights pertaining to the Pledged Notes constituting a
part of such Holder's Normal Units and (c) stating the manner in which such
instructions may be given. Upon the written request of any Holder of Normal
Units on such record date, the Agent shall endeavor insofar as practicable to
vote or cause to be voted, in accordance with the instructions set forth in such
request the maximum number of Pledged Notes as to which any particular voting
instructions are received. In the absence of specific instructions from the
Holder of a Normal Unit, the Agent shall abstain from voting the Pledged Note
evidenced by such Normal Unit.

            The Normal Units Certificates are issuable only in registered form
and only in denominations of a single Normal Unit and any integral multiple
thereof. The transfer of any Normal Units Certificate will be registered and
Normal Units Certificates may be exchanged as provided in the Purchase Contract
Agreement. The Normal Units Registrar may require a Holder, among other things,
to furnish appropriate endorsements and transfer documents permitted by the
Purchase Contract Agreement. No service charge shall be required for any such
registration of transfer or exchange of a Normal Units Certificate, but the
Company and the Agent 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 Certificates, other than exchanges not
involving any transfer as provided for in the Purchase Contract Agreement. The
Holder of a Normal Unit may substitute for the Pledged Notes or Pledged Treasury
Consideration securing its obligations under the related Purchase Contract
Treasury Securities in accordance with the terms of the Purchase Contract
Agreement and the Pledge Agreement. From and after such Collateral Substitution,
the Unit for which such Pledged Treasury Securities secures the Holder's
obligation under the Purchase Contract shall be referred to as a "Stripped
Unit." A Holder that elects to substitute Treasury Securities for Pledged Notes
or Pledged Treasury Consideration, thereby creating Stripped Units, shall be
responsible for any fees or expenses payable in connection therewith. Except as
provided in the Purchase Contract Agreement, for so long as the Purchase
Contract underlying a Normal Unit remains in effect, such Normal Unit shall not
be separable into its constituent parts, and the rights and obligations of the
Holder of such Normal Units in respect of the Pledged Note or Pledged Treasury
Consideration and Purchase Contract comprising such Normal Unit may be acquired,
and may be transferred and exchanged, only as a Normal Unit.

            A Holder of Stripped Units may reestablish Normal Units at any time
from and after the date of the Purchase Contract Agreement and on or prior to
the second Business Day immediately preceding the Share Purchase Date by
depositing with the Collateral Agent the Notes or the appropriate Treasury
Consideration in exchange for the release of the Pledged Treasury Securities in
accordance with the terms of the Purchase Contract Agreement and the Pledge
Agreement.

            Subject to the next succeeding paragraph, the Company shall pay, on
each Payment Date, the Contract Adjustment Payments, if any, payable in respect
of each Purchase Contract to the Person in whose name the Normal Units
Certificate (or one or more Predecessor Normal Units Certificates) evidencing
such Purchase Contract is


                                      A-8
<PAGE>

registered on the Normal Units Register at the close of business on the Record
Date next preceding such Payment Date. The Contract Adjustment Payments, if any,
will be payable at the Corporate Trust Office or, at the option of the Company,
by check mailed to the address of the Person entitled thereto at such Person's
address as it appears on the Normal Units Register or by wire transfer to the
account designated by such Person in writing.

            The Company shall have the right, at any time prior to the Share
Purchase Date, to defer the payment of any or all of the Contract Adjustment
Payments otherwise payable on any Payment Date, but only if the Company shall
give the Holders and the Agent written notice of its election to defer each such
Contract Adjustment Payments as provided in the Purchase Contract Agreement. Any
Contract Adjustment Payments so deferred shall, to the extent permitted by law,
accrue additional Contract Adjustment Payments thereon at the rate of 7% per
year (computed on the basis of a 360-day year of twelve 30-day months),
compounding on each succeeding Payment Date, until paid in full (such deferred
installments of Contract Adjustment Payments, if any, together with the
additional Contract Adjustment Payments, if any, accrued thereon, are referred
to herein as the "Deferred Contract Adjustment Payments"). Deferred Contract
Adjustment Payments, if any, shall be due on the next succeeding Payment Date
except to the extent that payment is deferred pursuant to the Purchase Contract
Agreement. No Contract Adjustment Payments may be deferred to a date that is
after the Share Purchase Date and no such deferral period may end other than on
a Payment Date.

            In the event that the Company elects to defer the payment of
Contract Adjustment Payments on the Purchase Contracts until a Payment Date
prior to the Share Purchase Date, then all Deferred Contract Adjustment
Payments, if any, shall be payable to the registered Holders as of the close of
business on the Record Date immediately preceding such Payment Date.

            The Company's obligations with respect to Contract Adjustment
Payments (including any accrued or Deferred Contract Adjustment Payments) will
be subordinated and junior in right of payment to the Company's obligations
under any Senior Indebtedness.

            In the event that the Company elects to defer the payment of
Contract Adjustment Payments on the Purchase Contracts until the Share Purchase
Date, the Holder of this Normal Units Certificate will receive on the Share
Purchase Date, in lieu of a cash payment, a number of Common Shares (in addition
to the number of Common Shares equal to the Settlement Rate) equal to (i) the
aggregate amount of Deferred Contract Adjustment Payments payable to the Holder
of this Normal Units Certificate divided by (ii) the Applicable Market Value.

            In the event the Company exercises its option to defer the payment
of Contract Adjustment Payments, then, until the Deferred Contract Adjustment
Payments have been paid, the Company shall not, and will not permit any
subsidiary of the Company to, declare or pay dividends on, make distributions
with respect to, or redeem,


                                      A-9
<PAGE>

purchase or acquire, or make a liquidation payment with respect to, any of the
Company's Capital Stock other than (i) purchases, redemptions or acquisitions of
shares of the Company's Capital Stock in connection with any employment
contract, benefit plan or other similar arrangement with or for the benefit of
employees, officers, directors or agents or a stock purchase or dividend
reinvestment plan, or the satisfaction by the Company of its obligations
pursuant to any contract or security outstanding on the date the Company
exercises its rights to defer the Contract Adjustment Payments; (ii) as a result
of a reclassification of the Company's Capital Stock or the exchange or
conversion of one class or series of the Company's Capital Stock for another
class or series of the Company's Capital Stock; (iii) the purchase of fractional
interests in shares of any series of the Company's Capital Stock pursuant to the
conversion or exchange provisions of such Capital Stock or the security being
converted or exchanged; (iv) dividends or distributions in any series of the
Company's Capital Stock (or rights to acquire Capital Stock) or repurchases,
acquisitions or redemptions of the Company's Capital Stock in connection with
the issuance or exchange of any series of the Company's Capital Stock (or
securities convertible into or exchangeable for shares of the Company's Capital
Stock); or (v) redemptions, exchanges or repurchases of any rights outstanding
under a shareholder rights plan or the declaration or payment thereunder of a
dividend or distribution of or with respect to rights in the future.

            The Purchase Contracts and all obligations and rights of the Company
and the Holders thereunder, including, without limitation, the rights of the
Holders to receive accumulated Contract Adjustment Payments, if any, or any
Deferred Contract Adjustment Payments and the obligations of the Holders to
purchase Common Shares, shall immediately and automatically terminate, without
the necessity of any notice or action by any Holder, the Agent or the Company,
if, on or prior to the Share Purchase Date, a Termination Event shall have
occurred. Upon the occurrence of a Termination Event, the Company shall promptly
but in no event later than two Business Days thereafter give written notice to
the Agent, the Collateral Agent and to the Holders, at their addresses as they
appear in the Normal Units Register. Upon and after the occurrence of a
Termination Event, the Collateral Agent shall release the Pledged Notes or
Pledged Treasury Consideration from the Pledge in accordance with the provisions
of the Pledge Agreement.

            Upon registration of transfer of this Normal Units Certificate, the
transferee shall be bound (without the necessity of any other action on the part
of such transferee, except as may be required by the Agent pursuant to the
Purchase Contract Agreement), under the terms of the Purchase Contract
Agreement, the Purchase Contracts evidenced hereby and the Pledge Agreement and
the transferor shall be released from the obligations under the Purchase
Contract Agreement, the Purchase Contracts evidenced by this Normal Units
Certificate and the Pledge Agreement. The Company covenants and agrees, and the
Holder, by its acceptance hereof, likewise covenants and agrees, to be bound by
the provisions of this paragraph.

            The Holder of this Normal Units Certificate, by its acceptance
hereof, irrevocably authorizes the Agent to enter into and perform the related
Purchase Contracts


                                      A-10
<PAGE>

forming part of the Normal Units evidenced hereby on his behalf as his
attorney-in-fact, expressly withholds any consent to the assumption (i.e.,
affirmance) of the Purchase Contracts by the Company or its trustee in the event
that the Company becomes the subject of a case under the Bankruptcy Code, agrees
to be bound by the terms and provisions thereof, covenants and agrees to perform
such Holder's obligations under such Purchase Contracts, consents to the
provisions of the Purchase Contract Agreement, authorizes the Agent to enter
into and perform the Pledge Agreement on such Holder's behalf as
attorney-in-fact, and consents to the Pledge of the Notes or the appropriate
Treasury Consideration underlying this Normal Units Certificate pursuant to the
Pledge Agreement. The Holder further covenants and agrees, that, to the extent
and in the manner provided in the Purchase Contract Agreement and the Pledge
Agreement, but subject to the terms thereof, payments in respect of the Pledged
Notes or the Pledged Treasury Consideration to be paid upon settlement of such
Holder's obligations to purchase Common Shares under the Purchase Contract,
shall be paid on the Share Purchase Date by the Collateral Agent to the Company
in satisfaction of such Holder's obligations under such Purchase Contract and
such Holder shall acquire no right, title or interest in such payments. The
obligations of each Holder to pay the Purchase Price are non-recourse
obligations and except to the extent paid by Cash Settlement, Early Settlement
or Merger Early Settlement, are payable solely out of the proceeds of any
Collateral pledged to secure the obligations of the Holders and in no event will
Holders be liable for any deficiency between such payments and the Purchase
Price. Notwithstanding anything to the contrary herein, the Company shall not be
obligated to issue any Common Shares in respect of a Purchase Contract or
deliver any certificates therefor to the Holder of the related Unit unless the
Company shall have (i) received payment in full of the aggregate Purchase Price
for the Common Shares to be purchased thereunder by such Holder in the manner
herein set forth or (ii) exercised its rights as a secured party under Section
5.4(b)(iii) of the Purchase Contract Agreement.

            Each Holder of any Unit, and each Beneficial Owner thereof, by its
acceptance thereof or of its interest therein, further agrees to treat (i)
itself as the owner of the related Notes, Treasury Consideration or Treasury
Securities, as the case may be, and (ii) the Notes as indebtedness of Platinum
Underwriters Finance, Inc. in each case, for United States federal, state and
local income and franchise tax purposes.

            Subject to certain exceptions, the provisions of the Purchase
Contract Agreement may be amended with the consent of the Holders of a majority
of the outstanding Purchase Contracts.

            The Purchase Contracts shall for all purposes be governed by, deemed
to be a contract under, and construed in accordance with, the laws of the State
of New York, without regard to the conflicts of laws principles thereof.

            The Company, the Agent and its Affiliates and any agent of the
Company or the Agent may treat the Person in whose name this Normal Units
Certificate is registered as the owner of the Normal Units evidenced hereby for
the purpose of receiving quarterly payments of interest on the Notes or the
Treasury Consideration, as


                                      A-11
<PAGE>

the case may be, receiving payments of Contract Adjustment Payments, if any, and
any Deferred Contract Adjustment Payments, performance of the Purchase Contracts
and for all other purposes whatsoever, whether or not any payments in respect
thereof be overdue and notwithstanding any notice to the contrary, and neither
the Company, the Agent, such Affiliates nor any such agent shall be affected by
notice to the contrary.

            The Purchase Contracts shall not, prior to the settlement thereof,
entitle the Holder to any of the rights of a holder of Common Shares.

            A copy of the Purchase Contract Agreement is available for
inspection at the offices of the Agent.


                                      A-12
<PAGE>

                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:

TEN COM -               as tenants in common

UNIF GIFT MIN ACT -     Custodian

                        -------------------------------------
                        (cust)                       (minor)


                        Under Uniform Gifts to Minors Act

                        -------------------------------------
                                       (State)


TEN ENT -               as tenants by the entireties

JT TEN -                joint tenants with right of survivorship and not as
                        tenants in common


Additional abbreviations may also be used though not in the above list.


                                      A-13
<PAGE>
                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
________________________________________________________________________________

________________________________________________________________________________

(Please insert Social Security or Taxpayer I.D. or other Identifying Number of
Assignee)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

(Please Print or Type Name and Address Including Postal Zip Code of Assignee)

the within Normal Units Certificates and all rights thereunder, hereby
irrevocably constituting and appointing ________________________________________
attorney to transfer said Normal Units Certificates on the books of Platinum
Underwriters Holdings, Ltd. with full power of substitution in the premises.


Dated: __________________________             Signature:________________________

                                               NOTICE: The signature to this
                                               assignment must correspond with
                                               the name as it appears upon the
                                               face of the within Normal Units
                                               Certificates in every particular,
                                               without alteration or enlargement
                                               or any change whatsoever.


Signature Guarantee:____________________________________________________________


                                      A-14
<PAGE>

                             SETTLEMENT INSTRUCTIONS

      The undersigned Holder directs that a certificate for Common Shares
deliverable upon settlement on or after the Share Purchase Date of the Purchase
Contracts underlying the number of Normal Units evidenced by this Normal Units
Certificate be registered in the name of, and delivered, together with a check
in payment for any fractional share, to the undersigned at the address indicated
below unless a different name and address have been indicated below. If shares
are to be registered in the name of a Person other than the undersigned, the
undersigned will pay any transfer tax payable incident thereto.

Dated: __________________________             Signature:________________________
                                              Signature Guarantee: _____________
                                              (if assigned to another person)

If shares are to be registered                  REGISTERED HOLDER
in the name of and delivered
to a Person other than the                      Please print name and address
Holder, please (i) print such                   of Registered Holder:
Person's name and address and
(ii) provide a guarantee of
your signature:


__________________________________            __________________________________
              Name                                          Name

__________________________________            __________________________________
            Address                                       Address

Social Security or other Taxpayer Identification Number, if any


                                      A-15
<PAGE>

                            ELECTION TO SETTLE EARLY

            The undersigned Holder of this Normal Units Certificate hereby
irrevocably exercises the option to effect Early Settlement in accordance with
the terms of the Purchase Contract Agreement with respect to the Purchase
Contracts underlying the number of Normal Units evidenced by this Normal Units
Certificate specified below. The option to effect Early Settlement may be
exercised only with respect to Purchase Contracts underlying Normal Units with
an aggregate Purchase Price equal to $1,000 or an integral multiple thereof. The
undersigned Holder directs that a certificate for Common Shares deliverable upon
such Early Settlement be registered in the name of, and delivered, together with
a check in payment for any fractional share and any Normal Units Certificate
representing any Normal Units evidenced hereby as to which Early Settlement of
the related Purchase Contracts is not effected, to the undersigned at the
address indicated below unless a different name and address have been indicated
below. Pledged Notes or Pledged Treasury Consideration deliverable upon such
Early Settlement will be transferred in accordance with the transfer
instructions set forth below. If Common Shares are to be registered in the name
of a Person other than the undersigned, the undersigned will pay any transfer
tax payable incident thereto.


Dated: _______________________            Signature:____________________________
Signature Guarantee: _________________    Signature Guarantee: _________________

            Number of Units evidenced hereby as to which Early Settlement of the
related Purchase Contracts is being elected:

If Common Shares are to be                     REGISTERED HOLDER
registered in the name of and
delivered to and Pledged Notes or              Please print name and address
Pledged Treasury Consideration are             of Registered Holder:
to be transferred to a Person other
than the Holder, please print such
Person's name and address:


__________________________________            __________________________________
              Name                                          Name

__________________________________            __________________________________
            Address                                       Address

Social Security or other Taxpayer Identification Number, if any

Transfer instructions for Pledged Notes or Pledged Treasury Consideration
transferable upon Early Settlement or a Termination Event:


                                      A-16
<PAGE>

                    [TO BE ATTACHED TO GLOBAL CERTIFICATES]

            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

            The following increases or decreases in this Global Certificate have
been made:

<TABLE>
<CAPTION>
                                                                  STATED AMOUNT
                     AMOUNT OF              AMOUNT OF             OF THE GLOBAL
                    DECREASE IN            INCREASE IN             CERTIFICATE            SIGNATURE OF
                   STATED AMOUNT          STATED AMOUNT             FOLLOWING              AUTHORIZED
                   OF THE GLOBAL          OF THE GLOBAL           SUCH DECREASE            OFFICER OF
    DATE            CERTIFICATE            CERTIFICATE             OR INCREASE               AGENT
    ----           -------------          -------------           --------------          ------------
<S>                <C>                    <C>                     <C>                     <C>

</TABLE>


                                      A-17
<PAGE>

                                    EXHIBIT B
                       FORM OF STRIPPED UNITS CERTIFICATE
                      (FORM OF GLOBAL CERTIFICATE LEGEND)

[THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE
CONTRACT AGREEMENT (AS DEFINED ON THE REVERSE HEREOF) AND IS REGISTERED IN THE
NAME OF A CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE
EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF
THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT.]*

[SO LONG AS DTC IS THE DEPOSITARY, INSERT: Unless this Certificate is presented
by an authorized representative of The Depository Trust Company (55 Water
Street, New York, New York) to the Company or its agent for registration of
transfer, exchange or payment, and any Certificate issued is registered in the
name of Cede & Co., or such other name as requested by an authorized
representative of The Depository Trust Company, and any payment hereon is made
to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an
interest herein.]

                   Form of Face of Stripped Units Certificate

No.                                    CUSIP No. 67127P134

Number of Stripped Units

            This Stripped Units Certificate certifies that __________ is the
registered Holder of the number of Stripped Units set forth above. Each Stripped
Unit represents (i) a 1/40 undivided beneficial ownership interest in a Treasury
Security, subject to the Pledge of such interest in such Treasury Security by
such Holder pursuant to the Pledge Agreement, and (ii) the rights and
obligations of the Holder under one Purchase Contract with platinum Underwriters
Holdings, Ltd., a Bermuda corporation (the "Company"). Each Stripped Unit will
have a stated amount of $25 (the "Stated Amount"). All capitalized terms used
herein which are defined in the Purchase Contract Agreement have the meaning set
forth therein.

            Pursuant to the Pledge Agreement, the Treasury Security constituting
part of each Stripped Unit evidenced hereby has been pledged to the Collateral
Agent, for the benefit of the Company, to secure the obligations of the Holder
under the Purchase

----------
* To be inserted in Global Certificates only.


                                      B-1
<PAGE>

Contract comprising a part of such Stripped Unit to purchase Common Shares of
the Company. Prior to the purchase of Common Shares under each Purchase
Contract, such Purchase Contracts shall not entitle the Holders of Normal Units
Certificates to any of the rights of a holder of Common Shares, including
without limitation, the right to vote or receive any dividends or other payments
or to consent or to receive notice as shareholders in respect of the meetings of
shareholders, or for the election of directors of the Company or for any other
matter or any other rights whatsoever as shareholder of the Company.

            Each Purchase Contract evidenced hereby obligates the Holder of this
Stripped Units Certificate to purchase, and the Company to sell, on November 16,
2005 (the "Share Purchase Date"), at a price equal to $25 (the "Purchase
Price"), a number of Common Shares, $0.01 par value per share ("Common Shares"),
of the Company, equal to the Settlement Rate, unless on or prior to the Share
Purchase Date there shall have occurred a Termination Event or an Early
Settlement or Merger Early Settlement with respect to the Stripped Units of
which such Purchase Contract is a part, all as provided in the Purchase Contract
Agreement and more fully described on the reverse hereof. The Purchase Price (as
defined herein) for the Common Shares purchased pursuant to each Purchase
Contract evidenced hereby, if not paid earlier, shall be paid on the Share
Purchase Date by application of payments received in respect of the Pledged
Treasury Securities pledged to secure the obligations of the Holder under such
Purchase Contract in accordance with the terms of the Pledge Agreement.

            The Company shall pay on each Payment Date in respect of each
Purchase Contract forming part of a Stripped Unit evidenced hereby an amount
(the "Contract Adjustment Payments") equal to 1.75% per year of the Stated
Amount, computed on the basis of a 360-day year of twelve 30-day months, subject
to deferral at the option of the Company as provided in the Purchase Contract
Agreement and more fully described on the reverse hereof (provided that if on
any date on which Contract Adjustment Payments are to be made on the Purchase
Contracts is not a Business Day, then payment of the Contract Adjustment
Payments payable on that date will be made on the next succeeding day which is a
Business Day, and no interest or payment will be paid in respect of the delay,
except that if such next succeeding Business Day is in the next succeeding
calendar year, such payment will be made on the immediately preceding Business
Day). Such Contract Adjustment Payments shall be payable to the Person in whose
name this Stripped Units Certificate (or a Predecessor Stripped Units
Certificate) is registered at the close of business on the Record Date for such
Payment Date.

            Contract Adjustment Payments will be payable at the office of the
Agent in the City of New York or, at the option of the Company, by check mailed
to the address of the Person entitled thereto as such address appears on the
Normal Units Register or by wire transfer to the account designated by such
Person in writing.

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


                                      B-2
<PAGE>

            Unless the certificate of authentication hereon has been executed by
the Agent by manual signature, this Stripped Units Certificate shall not be
entitled to any benefit under the Pledge Agreement or the Purchase Contract
Agreement or be valid or obligatory for any purpose.


                                      B-3
<PAGE>

            IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed.

Dated: _____________

                                 PLATINUM UNDERWRITERS HOLDINGS, LTD.

                                 By: ___________________________________________
                                     Name:
                                     Title:


                                 HOLDER SPECIFIED ABOVE (as to
                                 obligations of such Holder
                                 under the Purchase Contracts
                                 evidenced hereby)


                                 By: JPMORGAN CHASE BANK, not
                                     individually but solely as Attorney-in-Fact
                                     of such Holder

                                 By: ___________________________________________
                                     Name:
                                     Title:


                                      B-4
<PAGE>

                     AGENT'S CERTIFICATE OF AUTHENTICATION

            This is one of the Stripped Units Certificates referred to in the
within-mentioned Purchase Contract Agreement.

                                                JPMORCAN CHASE BANK,
                                                as Purchase Contract Agent


                                                By:_____________________________
                                                   Authorized Officer


                                      B-5
<PAGE>

                (Form of reverse of Stripped Units Certificate)

            Each Purchase Contract evidenced hereby is governed by a Purchase
Contract Agreement, dated as of November 1,2002 (as may be supplemented from
time to time, the "Purchase Contract Agreement"), between the Company and
JPMorgan Chase Bank, as Purchase Contract Agent (including its successors
thereunder, herein called the "Agent"), to which the Purchase Contract Agreement
and supplemental agreements thereto reference is hereby made for a description
of the respective rights, limitations of rights, obligations, duties and
immunities thereunder of the Agent, the Company and the Holders and of the terms
upon which the Stripped Units Certificates are, and are to be, executed and
delivered.

            Each Purchase Contract evidenced hereby obligates the Holder of this
Stripped Units Certificate to purchase, and the Company to sell, on the Share
Purchase Date at a price equal to $25 (the "Purchase Price"), a number of Common
Shares of the Company equal to the Settlement Rate, unless, on or prior to the
Share Purchase Date, there shall have occurred a Termination Event or a Cash
Settlement, an Early Settlement or Merger Early Settlement with respect to the
Unit of which such Purchase Contract is a part. The "Settlement Rate" is equal
to (a) if the Applicable Market Value (as defined below) is equal to or greater
than $27.45 (the "Threshold Appreciation Price"), .9107 Common Shares per
Purchase Contract, (b) if the Applicable Market Value is less than the Threshold
Appreciation Price but is greater than $22.50, the number of Common Shares per
Purchase Contract equal to the Purchase Price divided by the Applicable Market
Value and (c) if the Applicable Market Value is equal to or less than $22.50,
1.1111 Common Shares per Purchase Contract, in each case subject to adjustment
as provided in the Purchase Contract Agreement. No fractional Common Shares will
be issued upon settlement of Purchase Contracts, as provided in the Purchase
Contract Agreement.

            The "Applicable Market Value" means the average of the Closing Price
per Common Share on each of the 20 consecutive Trading Days ending on the third
Trading Day immediately preceding the Share Purchase Date or in the event of a
Cash Merger, the Cash Merger Date.

            The "Closing Price" of the Common Shares on any date of
determination means the closing sale price (or, if no closing sale price is
reported, the last reported sale price) of the Common Shares on the New York
Stock Exchange (the "NYSE") on such date or, if the Common Shares are not listed
for trading on the NYSE on any such date, as reported in the composite
transactions for the principal United States securities exchange on which the
Common Shares are so listed, or if the Common Shares are not so listed on a
United States national or regional securities exchange, as reported by The
Nasdaq Stock Market, or, if the Common Shares are not so reported, the last
quoted bid price for the Common Shares in the over-the-counter market as
reported by the National Quotation Bureau or similar organization, or, if such
bid price is not available, the market value of


                                      B-6
<PAGE>

the Common Shares on such date as determined by a nationally recognized
independent investment banking firm retained for this purpose by the Company.

            A "Trading Day" means a day on which the Common Shares (A) are not
suspended from trading on any national or regional securities exchange or
association or over-the-counter market at the close of business and (B) has
traded at least once on the national or regional securities exchange or
association or over-the-counter market that is the primary market for the
trading of the Common Shares at the close of business of such day.

            Each Purchase Contract evidenced hereby may be settled prior to the
Share Purchase Date through Cash Settlement, Early Settlement or Merger Early
Settlement, in accordance with the terms of the Purchase Contract Agreement.

            In accordance with the terms of the Purchase Contract Agreement, the
Holder of this Stripped Units Certificate shall pay the Purchase Price for the
Common Shares purchased pursuant to each Purchase Contract evidenced hereby (i)
by effecting a Cash Settlement, an Early Settlement or Merger Early Settlement
or (ii) by application of payments received in respect of the Pledged Treasury
Securities underlying the Stripped Units represented by this Stripped Units
Certificate.

            The Company shall not be obligated to issue any Common Shares in
respect of a Purchase Contract or deliver any certificates therefor to the
Holder unless it shall have received payment in full of the aggregate Purchase
Price for the Common Shares to be purchased thereunder in the manner herein set
forth.

            The Stripped Units Certificates are issuable only in registered form
and only in denominations of a single Stripped Unit and any integral multiple
thereof. The transfer of any Stripped Units Certificate will be registered and
Stripped Units Certificates may be exchanged as provided in the Purchase
Contract Agreement. The Stripped Units Registrar may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents
permitted by the Purchase Contract Agreement. No service charge shall be
required for any such registration of transfer or exchange of a Stripped Units
Certificate, but the Company and the Agent may require payment from the Holder
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
Certificates, other than exchanges not involving any transfer as provided for in
the Purchase Contract Agreement. The Holder of a Stripped Unit may substitute
for the Pledged Treasury Securities securing its obligations under the related
Purchase Contract Notes or the appropriate Treasury Consideration in accordance
with the terms of the Purchase Contract Agreement and the Pledge Agreement. From
and after such Collateral Substitution, the Unit for which such Pledged Notes or
Pledged Treasury Consideration secures the Holder's obligation under the
Purchase Contract shall be referred to as a "Normal Unit." A Holder that elects
to substitute Notes or the appropriate Treasury Consideration for Pledged
Treasury Securities, thereby reestablishing Normal Units, shall


                                      B-7
<PAGE>

be responsible for any fees or expenses payable in connection therewith. Except
as provided in the Purchase Contract Agreement, for so long as the Purchase
Contract underlying a Stripped Unit remains in effect, such Stripped Unit shall
not be separable into its constituent parts, and the rights and obligations of
the Holder of such Stripped Unit in respect of the Pledged Treasury Security and
the Purchase Contract comprising such Stripped Unit may be acquired, and may be
transferred and exchanged, only as a Stripped Unit.

            A Holder of Normal Units may establish Stripped Units at any time
from and after the date of the Purchase Contract Agreement and on or prior to
the second Business Day immediately preceding the Share Purchase Date by
depositing with the Collateral Agent Treasury Securities in exchange for the
release of the Pledged Notes or the appropriate Pledged Treasury Consideration
in accordance with the terms of the Purchase Contract Agreement and the Pledge
Agreement.

            Subject to the next succeeding paragraph, the Company shall pay, on
each Payment Date, the Contract Adjustment Payments, if any, payable in respect
of each Purchase Contract to the Person in whose name the Stripped Units
Certificate (or one or more Predecessor Stripped Units Certificates) evidencing
such Purchase Contract is registered on the Stripped Units Register at the close
of business on the Record Date next preceding such Payment Date. Contract
Adjustment Payments, if any, will be payable at the Corporate Trust Office or,
at the option of the Company, by check mailed to the address of the Person
entitled thereto at such Person's address as it appears on the Stripped Units
Register or by wire transfer to the account designated by such Person in
writing.

            The Company shall have the right, at any time prior to the Share
Purchase Date, to defer the payment of any or all of the Contract Adjustment
Payments otherwise payable on any Payment Date, but only if the Company shall
give the Holders and the Agent written notice of its election to defer each such
Contract Adjustment Payments as provided in the Purchase Contract Agreement. Any
Contract Adjustment Payments so deferred shall, to the extent permitted by law,
accrue additional Contract Adjustment Payments thereon at the rate of 7% per
year (computed on the basis of a 360-day year of twelve 30-day months),
compounding on each succeeding Payment Date, until paid in full (such deferred
installments of Contract Adjustment Payments, if any, together with the
additional Contract Adjustment Payments, if any, accrued thereon, are referred
to herein as the "Deferred Contract Adjustment Payments"). Deferred Contract
Adjustment Payments, if any, shall be due on the next succeeding Payment Date
except to the extent that payment is deferred pursuant to the Purchase Contract
Agreement. No Contract Adjustment Payments may be deferred to a date that is
after the Share Purchase Date and no such deferral period may end other than on
a Payment Date.

            In the event that the Company elects to defer the payment of
Contract Adjustment Payments on the Purchase Contracts until a Payment Date
prior to the Share Purchase Date, then all Deferred Contract Adjustment
Payments, if any, shall be payable


                                      B-8
<PAGE>

to the registered Holders as of the close of business on the Record Date
immediately preceding such Payment Date.

            In the event that the Company elects to defer the payment of
Contract Adjustment Payments on the Purchase Contracts until the Share Purchase
Date, the Holder of this Stripped Units Certificate will receive on the Share
Purchase Date, in lieu of a cash payment, a number of Common Shares (in addition
to the number of Common Shares equal to the Settlement Rate) equal to (i) the
aggregate amount of Deferred Contract Adjustment Payments payable to the Holder
of this Stripped Units Certificate divided by (ii) the Applicable Market Value.

            In the event the Company exercises its option to defer the payment
of Contract Adjustment Payments, then, until the Deferred Contract Adjustment
Payments have been paid, the Company shall not, and will not permit any
subsidiary of the Company to, declare or pay dividends on, make distributions
with respect to, or redeem, purchase or acquire, or make a liquidation payment
with respect to, any of the Company's Capital Stock other than (i) purchases,
redemptions or acquisitions of shares of the Company's Capital Stock in
connection with any employment contract, benefit plan or other similar
arrangement with or for the benefit of employees, officers, directors or agents
or a stock purchase or dividend reinvestment plan, or the satisfaction by the
Company of its obligations pursuant to any contract or security outstanding on
the date the Company exercises its rights to defer the Contract Adjustment
Payments; (ii) as a result of a reclassification of the Company's Capital Stock
or the exchange or conversion of one class or series of the Company's Capital
Stock for another class or series of the Company's Capital Stock; (iii) the
purchase of fractional interests in shares of the Company's Capital Stock
pursuant to the conversion or exchange provisions of such Capital Stock or the
security being converted or exchanged; (iv) dividends or distributions in any
series of the Company's Capital Stock (or rights to acquire Capital Stock) or
repurchases, acquisitions or redemptions of the Company's Capital Stock in
connection with the issuance or exchange of any series of the Company's Capital
Stock (or securities convertible into or exchangeable for shares of the
Company's Capital Stock); or (v) redemptions, exchanges or repurchases of any
rights outstanding under a shareholder rights plan or the declaration or payment
thereunder of a dividend or distribution of or with respect to rights in the
future.

            The Purchase Contracts and all obligations and rights of the Company
and the Holders thereunder, including, without limitation, the rights of the
Holders to receive accumulated Contract Adjustment Payments, if any, or any
Deferred Contract Adjustment Payments, and the obligations of the Holders to
purchase Common Shares, shall immediately and automatically terminate, without
the necessity of any notice or action by any Holder, the Agent or the Company,
if, on or prior to the Share Purchase Date, a Termination Event shall have
occurred. Upon the occurrence of a Termination Event, the Company shall promptly
but in no event later than two business days thereafter give written notice to
the Agent, the Collateral Agent and to the Holders, at their addresses as they
appear in the Stripped Units Register. Upon and after the


                                      B-9
<PAGE>

occurrence of a Termination Event, the Collateral Agent shall release the
Pledged Treasury Securities from the Pledge in accordance with the provisions of
the Pledge Agreement.

            Upon registration of transfer of this Stripped Units Certificate,
the transferee shall be bound (without the necessity of any other action on the
part of such transferee, except as may be required by the Agent pursuant to the
Purchase Contract Agreement), under the terms of the Purchase Contract
Agreement, the Purchase Contracts evidenced hereby and the Pledge Agreement and
the transferor shall be released from the obligations under the Purchase
Contract Agreement, the Purchase Contracts evidenced by this Stripped Units
Certificate and the Pledge Agreement. The Company covenants and agrees, and the
Holder, by his acceptance hereof, likewise covenants and agrees, to be bound by
the provisions of this paragraph.

            The Holder of this Stripped Units Certificate, by its acceptance
hereof, irrevocably authorizes the Agent to enter into and perform the related
Purchase Contracts forming part of the Stripped Units evidenced hereby on his
behalf as its attorney-in-fact, expressly withholds any consent to the
assumption (i.e., affirmance) of the Purchase Contracts by the Company or its
trustee in the event that the Company becomes the subject of a case under the
Bankruptcy Code, agrees to be bound by the terms and provisions thereof,
covenants and agrees to perform such Holder's obligations under such Purchase
Contracts, consents to the provisions of the Purchase Contract Agreement,
authorizes the Agent to enter into and perform the Pledge Agreement on such
Holder's behalf as attorney-in-fact, and consents to the Pledge of the Treasury
Securities underlying this Stripped Units Certificate pursuant to the Pledge
Agreement. The Holder further covenants and agrees, that, to the extent and in
the manner provided in the Purchase Contract Agreement and the Pledge Agreement,
but subject to the terms thereof, payments in respect of the Pledged Treasury
Securities, to be paid upon settlement of such Holder's obligations to purchase
Common Shares under the Purchase Contract, shall be paid on the Share Purchase
Date by the Collateral Agent to the Company in satisfaction of such Holder's
obligations under such Purchase Contract and such Holder shall acquire no right,
title or interest in such payments. The obligations of each Holder to pay the
Purchase Price are non-recourse obligations and except to the extent paid by
Early Settlement or Merger Early Settlement, are payable solely out of the
proceeds of any Collateral pledged to secure the obligations of the Holders and
in no event will Holders be liable for any deficiency between such payments and
the Purchase Price.

            Each Holder of any Unit, and each Beneficial Owner thereof, by its
acceptance thereof or of its interest therein, further agrees to treat (i)
itself as the owner of the related Notes, Treasury Consideration or Treasury
Securities, as the case may be, and (ii) the Notes as indebtedness of the
Platinum Underwriters Finance, Inc., in each case, for United States federal,
state and local income and franchise tax purposes.


                                      B-10
<PAGE>

            Subject to certain exceptions, the provisions of the Purchase
Contract Agreement may be amended with the consent of the Holders of a majority
of the Purchase Contracts.

            The Purchase Contracts shall for all purposes be governed by and
deemed to be a contract under, and construed in accordance with, the laws of the
State of New York, without regard to conflicts of laws principles thereof.

            The Company, the Agent and its Affiliates and any agent of the
Company or the Agent may treat the Person in whose name this Stripped Units
Certificate is registered as the owner of the Stripped Units evidenced hereby
for the purpose of receiving any Contract Adjustment Payments and any Deferred
Contract Adjustment Payments, performance of the Purchase Contracts and for all
other purposes whatsoever, whether or not any payments in respect thereof be
overdue and notwithstanding any notice to the contrary, and neither the Company,
the Agent, such Affiliate, nor any such agent shall be affected by notice to the
contrary.

            The Purchase Contracts shall not, prior to the settlement thereof,
entitle the Holder to any of the rights of a holder of Common Shares.

            A copy of the Purchase Contract Agreement is available for
inspection at the offices of the Agent.


                                      B-11
<PAGE>



                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:

TEN COM -                   as tenants in common
UNIF GIFT MEN ACT -         Custodian

                            ____________________________________
                            (cust)                        (minor)

                            Under Uniform Gifts to Minors Act

                            ____________________________________
                                         (State)

TEN ENT -                  as tenants by the entireties
JT TEN -                   as joint tenants with right of survivorship and
                           not as tenants in common

Additional abbreviations may also be used though not in the above list.


                                      B-12
<PAGE>

                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto

________________________________________________________________________________

________________________________________________________________________________

(Please insert Social Security or Taxpayer I.D. or other Identifying Number of
Assignee)

________________________________________________________________________________

________________________________________________________________________________

(Please Print or Type Name and Address Including Postal Zip Code of Assignee)

the within Stripped Units Certificates and all rights thereunder, hereby
irrevocably constituting and appointing ________________________________attorney
to transfer said Stripped Units Certificates on the books of Platinum
Underwriters Holdings, Ltd. with full power of substitution in the premises.


Dated: ____________________         Signature: _________________________________

                                    NOTICE: The signature to this assignment
                                    must correspond with the name as it appears
                                    upon the face of the within Stripped Units
                                    Certificates in every particular, without
                                    alteration or enlargement or any change
                                    whatsoever.


Signature Guarantee:____________________________________________________________


                                      B-13
<PAGE>

                             SETTLEMENT INSTRUCTIONS

            The undersigned Holder directs that a certificate for Common Shares
deliverable upon settlement on or after the Share Purchase Date of the Purchase
Contracts underlying the number of Stripped Units evidenced by this Stripped
Units Certificate be registered in the name of, and delivered, together with a
check in payment for any fractional share, to the undersigned at the address
indicated below unless a different name and address have been indicated below.
If shares are to be registered in the name of a Person other than the
undersigned, the undersigned will pay any transfer tax payable incident thereto.

Dated: __________________________             Signature:________________________
                                              Signature Guarantee: _____________
                                              (if assigned to another person)

If shares are to be registered                  REGISTERED HOLDER
in the name of and delivered
to a Person other than the                      Please print name and address
Holder, please (i) print such                   of Registered Holder:
Person's name and address and
(ii) provide a guarantee of
your signature:


__________________________________            __________________________________
              Name                                          Name

__________________________________            __________________________________
            Address                                       Address

Social Security or other Taxpayer Identification Number, if any


                                      B-14
<PAGE>

                            ELECTION TO SETTLE EARLY

            The undersigned Holder of this Stripped Units Certificate hereby
irrevocably exercises the option to effect Early Settlement in accordance with
the terms of the Purchase Contract Agreement with respect to the Purchase
Contracts underlying the number of Stripped Units evidenced by this Stripped
Units Certificate specified below. The option to effect Early Settlement may be
exercised only with respect to Purchase Contracts underlying Stripped Units with
an aggregate Purchase Price equal to $1,000 or an integral multiple thereof. The
undersigned Holder directs that a certificate for Common Shares deliverable upon
such Early Settlement be registered in the name of, and delivered, together with
a check in payment for any fractional share and any Stripped Units Certificate
representing any Stripped Units evidenced hereby as to which Early Settlement of
the related Purchase Contracts is not effected, to the undersigned at the
address indicated below unless a different name and address have been indicated
below. Pledged Treasury Securities deliverable upon such Early Settlement will
be transferred in accordance with the transfer instructions set forth below. If
shares are to be registered in the name of a Person other than the undersigned,
the undersigned will pay any transfer tax payable incident thereto.


Dated: _______________________            Signature:____________________________
                                          Signature Guarantee: _________________

            Number of Units evidenced hereby as to which Early Settlement of the
related Purchase Contracts is being elected:

If Common Shares are to be                    REGISTERED HOLDER
registered in the name of and
delivered to and Pledged Treasury             Please print name and address
Securities are to be transferred to           of Registered Holder:
a Person other than the Holder,
please print such Person's name and
address:


__________________________________            __________________________________
              Name                                          Name

__________________________________            __________________________________
            Address                                       Address

Social Security or other Taxpayer Identification Number, if any

Transfer instructions for Pledged Treasury Securities, transferable upon Early
Settlement or a Termination Event:


                                      B-15
<PAGE>

                    (TO BE ATTACHED TO GLOBAL CERTIFICATES)

            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

            The following increases or decreases in this Global Certificate have
been made:

<TABLE>
<CAPTION>
                                                                  STATED AMOUNT
                     AMOUNT OF              AMOUNT OF             OF THE GLOBAL
                    DECREASE IN            INCREASE IN             CERTIFICATE            SIGNATURE OF
                   STATED AMOUNT          STATED AMOUNT             FOLLOWING              AUTHORIZED
                   OF THE GLOBAL          OF THE GLOBAL           SUCH DECREASE            OFFICER OF
    DATE            CERTIFICATE            CERTIFICATE             OR INCREASE               AGENT
    ----           -------------          -------------           --------------          ------------
<S>                <C>                    <C>                     <C>                     <C>

</TABLE>


                                      B-16
<PAGE>

                                    EXHIBIT C

                  INSTRUCTION FROM PURCHASE CONTRACT AGENT TO
                                COLLATERAL AGENT

State Street Bank and Trust Company
Goodwin Square
225 Asylum Street
Hartford, Connecticut 06103

Attention: Corporate Trust Administration

            Re:   Equity Security Units of Platinum Underwriters Holdings, Ltd.
                  (the "Company")

We hereby notify you in accordance with Section 4.1 of the Pledge Agreement,
dated as of November 1, 2002, among the Company, you, as Collateral Agent,
Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent
and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from
time to time, that the holder of securities listed below (the "Holder") has
elected to substitute [$ _______ aggregate principal amount of Treasury
Securities (CUSIP No. 912820BQ9)] [$_______ principal amount of Notes or the
appropriate Treasury Consideration, as the case may be,] in exchange for the
related [Pledged Notes or Pledged Treasury Consideration] [Pledged Treasury
Securities (CUSIP No. 912820BQ9),] held by you in accordance with the Pledge
Agreement and has delivered to us a notice stating that the Holder has
transferred [Treasury Securities] [Notes or the appropriate Treasury
Consideration] to you, as Collateral Agent. We hereby instruct you, upon receipt
of such [Pledged Treasury Securities) [Pledged Notes or Pledged Treasury
Consideration], and upon the payment by such Holder of any applicable fees, to
release the [Notes or Treasury Consideration, as the case may be,] [Treasury
Securities] related to such [Normal Units] [Stripped Units] to us in accordance
with the Holder's instructions. Capitalized terms used herein but not defined
shall have the meaning set forth in the Purchase Contract Agreement.

Date: ________________________

                                        JPMORGAN CHASE BANK,
                                        As Purchase Contract Agent under the
                                        Purchase Contract Agreement, dated as of
                                        November 1, 2002, between the Company
                                        and the Purchase Contract Agent


                                        By: ____________________________________
                                            Name:
                                            Title:


                                      C-1
<PAGE>

Please print name and address of Registrant Holder electing to substitute
[Treasury Securities] [Notes or Treasury Consideration, as the case may be,] for
the [Pledged Notes or Pledged Treasury Consideration, as the case may be,]
[Pledges Treasury Securities]:

                Name

                Address

Social Security or other Taxpayer Identification
Number, if any


                                      C-2
<PAGE>

                                    EXHIBIT D

                     INSTRUCTION TO PURCHASE CONTRACT AGENT

JPMorgan Chase Bank
450 West 33rd Street
New York, New York 10001

Attn: Institutional Trust Services

            Re:   Equity Security Units of Platinum Underwriters Holdings, Ltd.
                  (the "Company")

            The undersigned Holder hereby notifies you, as Purchase Contract
Agent under the Purchase Contract Agreement, dated as of November 1,2002,
between the Company and you, that it has delivered to State Street Bank and
Trust Company, as Collateral Agent, Custodial Agent and Securities Intermediary
[$__________ aggregate principal amount of Treasury Securities] [$_________
principal amount of Notes or the appropriate Treasury Consideration, as the case
may be,] in exchange for the related [Pledged Notes or Pledged Treasury
Consideration, as the case may be,] [Pledged Treasury Securities] held by the
Collateral Agent, in accordance with Section 4.1 of the Pledge Agreement, dated
as of November 1, 2002, among you, the Company and the Collateral Agent. The
undersigned Holder has paid the Collateral Agent all applicable fees relating to
such exchange. The undersigned Holder hereby instructs you to instruct the
Collateral Agent to release to you on behalf of the undersigned Holder the
[Pledged Notes or Pledged Treasury Consideration, as the case may be,] [Pledged
Treasury Securities] related to such [Normal Units] [Stripped Units].
Capitalized terms used herein but not defined shall have the meaning Set forth
in the Purchase Contract Agreement.

Date:


                                        By:_____________________________________

                                        Signature Guarantee:____________________

Dated:

Please print name and address of
Registered Holder:


Name                                    Social Security or other Taxpayer
                                        Identification Number, if any

Address

<PAGE>

                                    EXHIBIT E

                       NOTICE TO SETTLE BY SEPARATE CASH

JPMorgan Chase Bank
450 West 23rd Street
New York, New York 10001

Attn: Institutional Trust Services

            Re:   Equity Security Units of Platinum Underwriters Holdings, Ltd.
                  (the "Company")

            The undersigned Holder hereby notifies you in accordance with
Section 5.4 of the Purchase Contract Agreement, dated as of November 1,2002,
between the Company and you, that it has delivered to State Street Bank and
Trust Company, as Collateral Agent, Custodial Agent and Securities Intermediary
as Purchase Contract Agent, Attorney-in-Fact and Trustee for the Holders of the
Purchase Contracts, that such Holder has elected to pay to the Collateral Agent,
on or prior to 11:00 a.m. New York City time, on the Business Day immediately
preceding the Share Purchase Date, (in lawful money of the United States by
certified or cashiers check or wire transfer, in each case in immediately
available funds), $__ as the Purchase Price for the Common Shares issuable to
such Holder by the Company under the related Purchase Contract on the Share
Purchase Date. The undersigned Holder hereby instructs you to notify promptly
the Collateral Agent of the undersigned Holder's election to make such cash
settlement with respect to the Purchase Contracts related to such Holder's
Normal Units. Capitalized terms used herein but not defined shall have the
meaning set forth in the Purchase Contract Agreement.

Date:


                                By:_____________________________________________

                                Signature Guarantee:____________________________

Dated:

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

Please print name and address of

Registered Holder:

Name                            Social Security or other Taxpayer Identification
                                Number, if any

Address