Exhibit 4.9

                                                                  EXECUTION COPY

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                                 XL CAPITAL LTD

                                       AND

                              THE BANK OF NEW YORK,

                                   as Trustee

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

                                    INDENTURE

                            Dated as of June 2, 2004

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

                   Subordinated Deferrable Interest Debentures

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                              CROSS-REFERENCE TABLE

  TIA                                                                  INDENTURE
SECTION                                                                 SECTION

  310     (a)(1)...................................................      7.10
          (a)(2)...................................................      7.10
          (a)(3)...................................................      N.A.
          (a)(4)...................................................      N.A.
          (b)......................................................      7.08;
                                                                         7.10
          (c)......................................................      N.A.
  311     (a)......................................................      7.11
          (b)......................................................      7.11
          (c)......................................................      N.A.
  312     (a)......................................................      2.07
          (b)......................................................      N.A.
          (c)......................................................      N.A.
  313     (a)......................................................      7.06
          (b)(1)...................................................      N.A.
          (b)(2)...................................................      7.06
          (c)......................................................      N.A.
          (d)......................................................      7.06
  314     (a)......................................................      4.02
          (b)......................................................      N.A.
          (c)(1)...................................................      N.A.
          (c)(2)...................................................      N.A.
          (c)(3)...................................................      N.A.
          (d)......................................................      N.A.
          (e)......................................................      11.05
          (f)......................................................      N.A.
  315     (a)......................................................      7.01(b)
          (b)......................................................      7.05
          (c)......................................................      7.01(a)
          (d)......................................................      7.01(c)
          (e)......................................................      6.11
  316     (a)(last sentence).......................................      N.A.
          (a)(1)(A)................................................      6.05
          (a)(1)(B)................................................      6.04
          (a)(2)...................................................      N.A.
          (b)......................................................      6.07
  317     (a)(1)...................................................      6.08
          (a)(2)...................................................      6.09
          (b)......................................................      2.06
  318     (a)......................................................      N.A.

----------

N.A. means Not Applicable.
This Cross-Reference Table does not constitute part of the Indenture

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                                TABLE OF CONTENTS

                                                                            PAGE
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                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.   DEFINITIONS....................................................1
SECTION 1.02.   OTHER DEFINITIONS..............................................3
SECTION 1.03.   INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT..............3
SECTION 1.04.   RULES OF CONSTRUCTION..........................................3

                                   ARTICLE TWO

                                 THE SECURITIES

SECTION 2.01.   FORMS GENERALLY AND DATING.....................................4
SECTION 2.02.   AMOUNT UNLIMITED; ISSUABLE IN SERIES...........................4
SECTION 2.03.   DENOMINATIONS..................................................6
SECTION 2.04.   EXECUTION AND AUTHENTICATION...................................6
SECTION 2.05.   REGISTRAR AND PAYING AGENT.....................................8
SECTION 2.06.   PAYING AGENT TO HOLD MONEY AND SECURITIES IN TRUST.............8
SECTION 2.07.   SECURITYHOLDER LISTS...........................................8
SECTION 2.08.   TRANSFER AND EXCHANGE..........................................9
SECTION 2.09.   REPLACEMENT SECURITIES........................................10
SECTION 2.10.   OUTSTANDING SECURITIES........................................11
SECTION 2.11.   TEMPORARY SECURITIES..........................................11
SECTION 2.12.   CANCELLATION..................................................11
SECTION 2.13.   PAYMENT OF INTEREST; DEFAULTED INTEREST.......................12
SECTION 2.14.   PERSONS DEEMED OWNERS.........................................12
SECTION 2.15.   SECURITIES IN GLOBAL FORM.....................................13
SECTION 2.16.   CUSIP NUMBERS.................................................13

                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01.   APPLICABILITY OF ARTICLE......................................13
SECTION 3.02.   NOTICES TO TRUSTEE............................................14
SECTION 3.03.   SELECTION OF SECURITIES TO BE REDEEMED........................14
SECTION 3.04.   NOTICE OF REDEMPTION..........................................14
SECTION 3.05.   EFFECT OF NOTICE OF REDEMPTION................................15
SECTION 3.06.   DEPOSIT OF REDEMPTION PRICE...................................15
SECTION 3.07.   SECURITIES REDEEMED IN PART...................................15

                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01.   PAYMENT OF SECURITIES.........................................16
SECTION 4.02.   SEC REPORTS...................................................16
SECTION 4.03.   COMPLIANCE CERTIFICATE........................................16
SECTION 4.04.   CORPORATE EXISTENCE...........................................16


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SECTION 4.05.   CALCULATION OF ORIGINAL ISSUE DISCOUNT........................16

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

SECTION 5.01.   WHEN COMPANY MAY MERGE, ETC...................................17

                                   ARTICLE SIX

                              DEFAULTS AND REMEDIES

SECTION 6.01.   EVENTS OF DEFAULT.............................................17
SECTION 6.02.   ACCELERATION..................................................18
SECTION 6.03.   OTHER REMEDIES................................................18
SECTION 6.04.   WAIVER OF EXISTING DEFAULTS...................................19
SECTION 6.05.   CONTROL BY MAJORITY...........................................19
SECTION 6.06.   LIMITATION OF SUITS...........................................19
SECTION 6.07.   RIGHTS OF HOLDERS TO RECEIVE PAYMENT AND TO CONVERT...........19
SECTION 6.08.   COLLECTION SUIT BY TRUSTEE....................................20
SECTION 6.09.   TRUSTEE MAY FILE PROOFS OF CLAIM..............................20
SECTION 6.10.   PRIORITIES....................................................20
SECTION 6.11.   UNDERTAKING FOR COSTS.........................................20

                                  ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01.   DUTIES OF TRUSTEE.............................................21
SECTION 7.02.   RIGHTS OF TRUSTEE.............................................22
SECTION 7.03.   INDIVIDUAL RIGHTS OF TRUSTEE..................................23
SECTION 7.04.   TRUSTEE'S DISCLAIMER..........................................23
SECTION 7.05.   NOTICE OF DEFAULTS............................................23
SECTION 7.06.   REPORTS BY TRUSTEE TO HOLDERS.................................23
SECTION 7.07.   COMPENSATION AND INDEMNITY....................................23
SECTION 7.08.   REPLACEMENT OF TRUSTEE........................................24
SECTION 7.09.   SUCCESSOR TRUSTEE BY MERGER, ETC..............................24
SECTION 7.10.   ELIGIBILITY; DISQUALIFICATION.................................25
SECTION 7.11.   PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.............25
SECTION 7.12.   TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE COMPANY.......25

                                  ARTICLE EIGHT

                             DISCHARGE OF INDENTURE

SECTION 8.01.   TERMINATION OF COMPANY'S OBLIGATIONS..........................25
SECTION 8.02.   APPLICATION OF TRUST FUND.....................................26
SECTION 8.03.   REPAYMENT TO COMPANY..........................................26

                                  ARTICLE NINE

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01.   WITHOUT CONSENT OF HOLDERS....................................26
SECTION 9.02.   WITH CONSENT OF HOLDERS.......................................27


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SECTION 9.03.   COMPLIANCE WITH THE TRUST INDENTURE ACT.......................28
SECTION 9.04.   REVOCATION AND EFFECT OF CONSENTS.............................28
SECTION 9.05.   NOTATION ON OR EXCHANGE OF SECURITIES.........................28
SECTION 9.06.   TRUSTEE TO SIGN AMENDMENTS, ETC...............................28

                                   ARTICLE TEN

                                  SUBORDINATION

SECTION 10.01.  SUBORDINATION TERMS...........................................29
SECTION 10.02.  TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS......29
SECTION 10.03.  RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS;
                  PRESERVATION OF TRUSTEE'S RIGHTS............................29

                                 ARTICLE ELEVEN

                                  MISCELLANEOUS

SECTION 11.01.  TRUST INDENTURE ACT CONTROLS..................................29
SECTION 11.02.  NOTICES.......................................................29
SECTION 11.03.  COMMUNICATION BY HOLDERS WITH OTHER HOLDERS...................30
SECTION 11.04.  CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT............30
SECTION 11.05.  STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.................30
SECTION 11.06.  WHEN TREASURY SECURITIES DISREGARDED..........................31
SECTION 11.07.  RULES BY TRUSTEE AND AGENTS...................................31
SECTION 11.08.  LEGAL HOLIDAYS................................................31
SECTION 11.09.  GOVERNING LAW; WAIVER OF JURY TRIAL...........................31
SECTION 11.10.  NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.................31
SECTION 11.11.  NO RECOURSE AGAINST OTHERS....................................31
SECTION 11.12.  SUCCESSORS....................................................31
SECTION 11.13.  DUPLICATE ORIGINALS...........................................32
SECTION 11.14.  TABLE OF CONTENTS, HEADINGS, ETC..............................32
SECTION 11.15.  ACTS OF HOLDERS...............................................32
SECTION 11.16.  ASSIGNMENT....................................................33
SECTION 11.17.  FORCE MAJEURE.................................................33


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<PAGE>

            INDENTURE dated as of June 2, 2004, between XL CAPITAL LTD, a Cayman
Islands exempted limited company ("COMPANY"), and THE BANK OF NEW YORK, a New
York banking corporation ("TRUSTEE").

            The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
subordinated debentures, notes, bonds or other evidences of subordinated
indebtedness ("SECURITIES"), to be issued in one or more series as provided in
this Indenture.

            Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the respective Holders from time to time of
Securities or of a series thereof:

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. DEFINITIONS.

            "AFFILIATE" of any Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such Person.

            "AGENT" means any Registrar, Paying Agent or co-Registrar. See
Section 2.05.

            "BOARD OF DIRECTORS" means the Board of Directors of the Company or
any authorized committee thereof.

            "BUSINESS DAY" means any day which is not a Legal Holiday.

            "COMPANY" means the party named as such in this Indenture until a
successor replaces it pursuant to the applicable provisions of this Indenture
and thereafter means the successor.

            "HOLDER OR SECURITYHOLDER" means the person in whose name a Security
is registered on the Registrar's books.

            "INDENTURE" means this Indenture as amended or supplemented from
time to time and, unless the context indicates otherwise, shall include the form
and terms of a particular series of Securities established as contemplated
hereunder.

            "INTEREST," when used with respect to an Original Issue Discount
Security which by its terms bears interest only after maturity or upon default
in any other payment due on such Security, means interest payable after maturity
or upon such default, as the case may be.

            "INTEREST PAYMENT DATE" means the date, if any, specified in the
Securities of any series as the fixed date on which any installment of interest
on the Securities of that series is due and payable.

            "OFFICER" means the Chairman of the Board, the President, any Vice
President, the Treasurer or the Secretary of the Company.

            "OFFICERS' CERTIFICATE" means a certificate signed by two Officers
or by an Officer and an Assistant Treasurer or an Assistant Secretary of the
Company and delivered to the Trustee. See Sections 11.04 and 11.05.

            "OPINION OF COUNSEL" means a written opinion from legal counsel who
is acceptable to the Trustee. The counsel may be an employee of or counsel to
the Company or the Trustee. See Sections 11.04 and 11.05.

<PAGE>

            "ORIGINAL ISSUE DISCOUNT" of any debt security, including any
Original Issue Discount Security, means the difference between the principal
amount of such debt security and the initial issue price of such debt security
(as set forth, in the case of an Original Issue Discount Security, on the face
of such Security).

            "ORIGINAL ISSUE DISCOUNT SECURITY" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
acceleration of the maturity thereof pursuant to Section 6.02.

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

            "PREDECESSOR SECURITIES" means, with respect to any Security, every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security, and, for the purpose of this definition, any
Security authenticated and delivered under Section 2.09 in exchange for or in
lieu of a mutilated, lost, destroyed or wrongfully-taken Security shall be
deemed to evidence the same debt as the mutilated, lost, destroyed or
wrongfully-taken Security.

            "PRINCIPAL" of a debt security, including any Security, means the
amount (including, without limitation, if and to the extent applicable, any
premium and, in the case of an Original Issue Discount Security, any accrued
original issue discount, but excluding interest) that is payable with respect to
such debt security as of any date and for any purpose (including, without
limitation, in connection with any sinking fund, upon any redemption at the
option of the Company, upon any purchase or exchange at the option of the
Company or the holder of such debt security and upon any acceleration of the
maturity of such debt security).

            "PRINCIPAL AMOUNT" of a debt security, including any Security, means
the principal amount as set forth on the face of such debt security.

            "REGULAR RECORD DATE" means the date, if any, specified in the
Securities of any series as the record date for the determination of
Securityholders to whom interest is payable on the next succeeding Interest
Payment Date.

            "RESPONSIBLE OFFICER" shall mean, when used with respect to the
Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary,
assistant treasurer, trust officer or any other officer of the Trustee who
customarily performs functions similar to those performed by the Persons who at
the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of such Person's knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the
administration of this Indenture.

            "SEC" means the Securities and Exchange Commission.

            "SECURITIES" means the Securities that are issued from time to time
in one or more series under this Indenture as such Securities are amended or
supplemented from time to time.

            "SUBSIDIARY" means (i) a corporation a majority of whose capital
stock with voting power, under ordinary circumstances, to elect directors is at
the time, directly or indirectly owned by the Company, by the Company and a
Subsidiary (or Subsidiaries) of the Company or by a Subsidiary (or Subsidiaries)
of the Company or (ii) any other person (other than a corporation) in which the
Company, a Subsidiary (or Subsidiaries) of the Company or the Company and a
Subsidiary (or Subsidiaries) of the Company, directly or indirectly, at the date
of determination thereof has at least majority ownership interest; PROVIDED that
no corporation shall be deemed a Subsidiary until the Company, a Subsidiary (or
Subsidiaries) of the Company acquires more than 50% of the outstanding voting
stock thereof and has elected a majority of its board of directors.

            "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code ss.ss.
77aaa-77bbbb) as in effect on the date of this Indenture, except as provided in
Section 9.03.


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<PAGE>

            "TRUSTEE" means the party named as such in this Indenture until a
successor replaces it and thereafter means the successor and if at any time
there is more than one such party, "Trustee" as used with respect to the
Securities of any series shall mean the Trustee with respect to Securities of
that series.

            "UNITED STATES" means the United States of America.

            "U.S. GOVERNMENT OBLIGATIONS" means direct obligations of, or
obligations entitled to the full faith and credit of, the United States.

SECTION 1.02. OTHER DEFINITIONS.

                TERM                                    DEFINED IN SECTION

          Bankruptcy Law                                       6.01
          Code                                                 9.01
          Custodian                                            6.01
          Event of Default                                     6.01
          Legal Holiday                                       11.08
          Paying Agent                                         2.05
          Registrar                                            2.05

SECTION 1.03. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

            Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:

            "COMMISSION" means the SEC.

            "INDENTURE SECURITIES" means the Securities.

            "INDENTURE SECURITY HOLDER" means a Securityholder.

            "INDENTURE TO BE QUALIFIED" means this Indenture.

            "INDENTURE TRUSTEE OR INSTITUTIONAL TRUSTEE" means the Trustee.

            "OBLIGOR" on the indenture securities means the Company and any
other obligor thereon.

SECTION 1.04. RULES OF CONSTRUCTION.

            Unless the context otherwise requires:

            (1) a term has the meaning assigned to it;

            (2) an accounting term not otherwise defined has the meaning
      assigned to it in accordance with generally accepted accounting principles
      in effect in the United States;

            (3) "or" is not exclusive; and

            (4) words in the singular include the plural, and in the plural
      include the singular.


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<PAGE>

                                   ARTICLE TWO

                                 THE SECURITIES

SECTION 2.01. FORMS GENERALLY AND DATING.

            The Securities of each series may be issued in whole or in part in
the form of one or more global Securities as shall be specified as contemplated
by Section 2.02.

            The Securities of each series (including any temporary global
Securities) shall be in one of the forms established from time to time by or
pursuant to a resolution of the Board of Directors or in or pursuant to one or
more indentures supplemental hereto, which shall set forth the information
required by Section 2.02. The Securities shall have such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture or by a resolution of the Board of Directors or indenture
supplemental hereto and may have such notations, legends or endorsements as the
Company may deem appropriate and as are not inconsistent with the provisions of
this Indenture, or as may be required by law, stock exchange rule or usage. The
Company shall approve the forms of the Securities and any notation, legend or
endorsement on them. If the form or forms of Securities of any series is
established by action taken pursuant to a resolution of the Board of Directors
or indenture supplemental hereto, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the written order of the
Company contemplated by Section 2.04 for the authentication and delivery of such
Securities.

            Each Security shall be dated the date of its authentication. The
form of the Trustee's certificate of authentication to be borne by the
Securities shall be substantially as follows:

                          CERTIFICATE OF AUTHENTICATION

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

                                           THE BANK OF NEW YORK,
                                           as Trustee


                                           By: _________________________________
                                                    Authorized Signatory

SECTION 2.02. AMOUNT UNLIMITED; ISSUABLE IN SERIES.

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

            The Securities may be issued in one or more series. There shall be
established in or pursuant to a resolution of the Board of Directors or
established in or pursuant to one or more indentures supplemental hereto, prior
to the issuance of Securities of any series:

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

            (2) any limit upon the aggregate principal amount of Securities of
      the series which may be authenticated and delivered under this Indenture
      (except for Securities authenticated and delivered upon registration of
      transfer of, or in exchange for, or in lieu of, other Securities of the
      series pursuant to Sec-


                                      -4-
<PAGE>

      tions 2.08, 2.09, 2.11, 3.07 or 9.05 and except for any Securities which
      pursuant to Section 2.04 are deemed not to have been authenticated and
      delivered hereunder);

            (3) (A) whether any of the Securities of the series are to be
      issuable in global form and, if so, (i) the identity of the depositary
      with respect to any such global Security and (ii) whether beneficial
      owners of interests in any such global Security may exchange such
      interests for Securities of the same series and of like tenor and of any
      authorized form and denomination, and, if so, the circumstances under
      which and the manner in which any such exchanges may occur, if other than
      as specified in Section 2.08; (B) if any of the Securities of the series
      are to be issuable in global form, the date as of which any global
      Security shall be dated (if other than the date of original issuance of
      the first of such Securities to be issued); and (C) if Securities of the
      series are to be issuable in definitive form (whether upon original issue,
      upon exchange of a temporary Security of such series, or in exchange for a
      beneficial ownership interest in a permanent global Security) only upon
      receipt of certain certificates or other documents or satisfaction of
      other conditions, or if Securities of the series are initially issuable in
      temporary global form and if owners of beneficial interests therein may
      exchange such interest for an interest in a permanent global Security only
      upon receipt of certain certificates or other documents or satisfaction of
      other conditions, then the form and/or terms of such certificates,
      documents or conditions;

            (4) the date or dates (and whether fixed or extendible) on which the
      principal of Securities of the series is payable;

            (5) the rate or rates at which Securities of the series shall bear
      interest, or the method of determining the same, if any, the date or dates
      from which such interest shall accrue, or the method of determining the
      same, if any, the Interest Payment Dates (and whether fixed or extendible)
      and the Regular Record Dates;

            (6) the place or places where the principal of and any interest on
      Securities of the series shall be payable;

            (7) any provisions relating to the issuance of Securities of such
      series at an original issue discount (including, without limitation, the
      issue price thereof, the rate or rates at which such original issue
      discount shall accrue, if any, and the date or dates from or to which or
      period or periods during which such original issue discount shall accrue
      at such rate or rates);

            (8) the price or prices at which, the period or periods within which
      and the terms and conditions upon which Securities of the series may be
      redeemed or otherwise purchased, in whole or in part, at the option of the
      Company, pursuant to any sinking fund or otherwise (including, without
      limitation, the form or method of payment thereof if other than in cash);

            (9) the obligation, if any, of the Company to redeem, purchase or
      repay Securities of the series pursuant to any sinking fund or analogous
      provisions or at the option of a Securityholder thereof and the price or
      prices at which and the period or periods within which and the terms and
      conditions upon which Securities of the series shall be redeemed,
      purchased or repaid, in whole or in part, pursuant to such obligation
      (including, without limitation, the form or method of payment thereof, if
      other than in cash);

            (10) if other than denominations of $25 and any integral multiple
      thereof, the denominations in which Securities of the series shall be
      issuable;

            (11) if other than the principal amount thereof, the portion of the
      principal amount of Securities of the series which shall be payable upon
      acceleration of the maturity thereof pursuant to Section 6.02 or provable
      in bankruptcy pursuant to Section 6.09;

            (12) any Events of Default with respect to the Securities of a
      particular series in lieu of or in addition to those set forth herein and
      the remedies therefor;


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<PAGE>

            (13) the terms of the subordination of Securities of the series; and

            (14) any other terms of a particular series and any other provisions
      expressing or referring to the terms and conditions upon which the
      Securities of that series are to be issued under this Indenture, which
      terms and provisions are not in conflict with the provisions of this
      Indenture; PROVIDED, HOWEVER, that the addition to or subtraction from or
      variation of Articles Four, Five, Six and Eight (and Sections 1.01 and
      1.02, insofar as they relate to the definition of certain terms as used in
      such Articles) with regard to the Securities of a particular series shall
      not be deemed to constitute a conflict with the provisions of those
      Articles.

            All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to such resolution of the Board of Directors or in any such indenture
supplemental hereto. Not all Securities of any one series need be issued at the
same time, and, unless otherwise so provided, a series may be reopened for
issuances of additional Securities of such series.

            If any of the terms of the Securities of a series are established by
action taken pursuant to a resolution of the Board of Directors or indenture
supplemental hereto, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee with an Officers' Certificate setting forth the terms
or the manner of determining the terms of the Securities of such series. With
respect to Securities of a series which are not to be issued at one time, such
resolution of the Board of Directors or action may provide general terms or
parameters for Securities of such series and provide either that the specific
terms of particular Securities of such series shall be specified in a written
order of the Company or that such terms shall be determined by the Company or
its agents in accordance with a written order of the Company as contemplated by
the proviso clause of the fourth paragraph of Section 2.04.

SECTION 2.03. DENOMINATIONS.

            The Securities of each series shall be issuable in registered form
without coupons in such denominations as shall be specified as contemplated by
Section 2.02. In the absence of any such provisions with respect to the
Securities of any series, the securities of such series shall be issuable in
denominations of $1,000 and any integral multiple thereof.

SECTION 2.04. EXECUTION AND AUTHENTICATION.

            The Securities shall be duly executed as a deed by two Officers who
shall sign the Securities for the Company by manual or facsimile signature.

            If an Officer whose signature is on a Security no longer holds that
office at the time the Trustee authenticates the Security, the Security shall be
valid nevertheless.

            A Security shall not be entitled to any benefit under this Indenture
or be valid for any purpose until the Trustee manually signs the certificate of
authentication on the Security. The signature shall be conclusive evidence that
the Security has been authenticated under this Indenture. Notwithstanding the
foregoing, if any Security shall have been duly authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section
2.12 together with a written statement (which need not comply with Sections
11.04 and 11.05 and need not be accompanied by an Opinion of Counsel) stating
that such Security has not been issued and sold by the Company, for all purposes
of this Indenture such Security shall be deemed not to have been authenticated
and delivered hereunder and shall not be entitled to the benefits of this
Indenture.

            At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities of any series executed by
the Company to the Trustee for authentication, and the Trustee shall
authenticate and deliver said Securities to or upon the written order of the
Company, signed by two Officers or by an Officer and an Assistant Treasurer of
the Company, without any further action by the Company. Such written order shall
specify the date on which said Securities shall be authenticated; PROVIDED,
HOWEVER, that if not all the Securities


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<PAGE>

of a series are to be issued at one time and if the resolution of the Board of
Directors or indenture supplemental hereto establishing such series as
contemplated by Sections 2.01 and 2.02 shall so permit, such written order may
set forth procedures acceptable to the Trustee for the issuance of such
Securities and for determining the form or terms of particular Securities of
such series including, but not limited to, interest rate, maturity date, date of
issuance and date from which interest shall accrue.

            If the form or forms or terms of the Securities of the series have
been established in or pursuant to one or more resolutions of the Board of
Directors or indentures supplemental hereto as permitted by Sections 2.01 and
2.02, in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 7.01) shall be
fully protected in relying upon, an Opinion of Counsel stating:

            (1) if the form or forms of such Securities has been established by
      or pursuant to a resolution of the Board of Directors or indenture
      supplemental hereto, that such form or forms has been established in
      conformity with the provisions of this Indenture;

            (2) if the terms of such Securities have been established by or
      pursuant to a resolution of the Board of Directors or indenture
      supplemental hereto, that such terms have been established in conformity
      with the provisions of this Indenture; and

            (3) that such Securities, when authenticated and delivered by the
      Trustee and issued by the Company in the manner and subject to any
      conditions specified in such Opinion of Counsel, will have been duly
      issued and will constitute valid and legally binding obligations of the
      Company, enforceable in accordance with their terms, subject to
      bankruptcy, insolvency, fraudulent conveyance, reorganization and other
      laws of general applicability relating to or affecting the enforcement of
      creditors' rights and to general equitable principles;

PROVIDED, HOWEVER, that, with respect to Securities of a series which are not to
be issued at one time, the Trustee shall be entitled to receive such Opinion of
Counsel only once at or prior to the time of the first authentication of
Securities of such series and that the opinions described in clauses (2) and (3)
above may state, respectively,

            (a) that, when the terms of such Securities shall have been
      established pursuant to a written order of the Company or pursuant to such
      procedures as may be specified from time to time by a written order of the
      Company, all as contemplated by and in accordance with a resolution of the
      Board of Directors or an Officers' Certificate pursuant to a resolution of
      the Board of Directors or indenture supplemental hereto, as the case may
      be, such terms will have been established in conformity with the
      provisions of this Indenture; and

            (b) that such Securities, when (i) executed by the Company, (ii)
      completed, authenticated and delivered by the Trustee in accordance with
      this Indenture, (iii) issued and delivered by the Company and (iv) paid
      for, all as contemplated by and in accordance with the aforesaid written
      order of the Company or specified procedures, as the case may be, will
      have been duly issued and will constitute valid and legally binding
      obligations of the Company, enforceable in accordance with their terms,
      subject to bankruptcy, insolvency, fraudulent conveyance, reorganization
      and other laws of general applicability relating to or affecting the
      enforcement of creditors' rights and to general equitable principles.

            Notwithstanding the provisions of Sections 2.01, 2.02, 11.04 and
this Section 2.04, if all the Securities of a series are not to be originally
issued at one time, the resolution of the Board of Directors or indenture
supplemental hereto, and certified copy of the record of action taken pursuant
to such resolution or supplemental indenture, the Officers' Certificate, the
written order of the Company and any other documents otherwise required pursuant
to such Sections need not be delivered at or prior to the time of authentication
of each Security of such series if such documents are delivered at or prior to
the authentication upon original issuance of the first Security of such series
to be issued; PROVIDED, HOWEVER, that any subsequent request by the Company to
the Trustee to authenticate Securities of such series shall constitute a
representation and warranty by the Company that as of the date of such request,
the statements made in the Officers' Certificate delivered pursuant to Section
11.04 at or prior to authentication of the first such Security shall be true and
correct on the date thereof as if made on and as of the date thereof.


                                      -7-
<PAGE>

            The Trustee shall have the right to decline to authenticate and make
available for delivery any Securities under this Section 2.04 if the issuance of
such Securities pursuant to this Indenture will affect the Trustee's own rights,
duties or immunities under the Securities and this Indenture or otherwise in a
manner which is not reasonably acceptable to the Trustee.

            With respect to Securities of a series which are not all issued at
one time, the Trustee may conclusively rely, as to the authorization by the
Company of any of such Securities, the form and terms thereof and the legality,
validity, binding effect and enforceability thereof, upon the Opinion of
Counsel, Officers' Certificate and other documents delivered pursuant to
Sections 2.01, 2.02, 11.04 and this Section 2.04, as applicable, at or prior to
the time of the first authentication of Securities of such series unless and
until such opinion, certificate or other documents have been superseded or
revoked. In connection with the authentication and delivery of Securities of a
series which are not all issued at one time, the Trustee shall be entitled to
assume that the Company's instructions to authenticate and deliver such
Securities do not violate any rules, regulations or orders of any governmental
agency or commission having jurisdiction over the Company.

SECTION 2.05. REGISTRAR AND PAYING AGENT.

            The Company shall maintain an office or agency where Securities of
each series may be presented for registration of transfer or for exchange
("REGISTRAR"), and an office or agency where Securities of each series may be
presented for payment ("PAYING AGENT"). The Registrar shall keep a register of
the Securities of each series issued hereunder and of their transfer and
exchange. The Company may have one or more co-Registrars (provided that there
shall be only one register, which shall be maintained by the principal
Registrar) and one or more additional paying agents with respect to any series.
The term "Paying Agent" includes any additional paying agent.

            The Company shall enter into an appropriate agency agreement with
any Agent not a party to this Indenture. The agreement shall implement the
provisions of this Indenture that relate to such Agent. The Company shall
promptly notify the Trustee of the name and address of any such Agent. If the
Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as
such.

            The Company initially appoints the Trustee Registrar and Paying
Agent for each series.

SECTION 2.06. PAYING AGENT TO HOLD MONEY AND SECURITIES IN TRUST.

            Subject to any applicable terms of the Securities of the relevant
series relating to subordination (as contemplated by Article Ten and Section
2.02), each Paying Agent shall hold in trust for the benefit of Securityholders
of such series or the Trustee all money and securities held by the Paying Agent
for the payment of any amount in respect of the Securities of such series, and
shall promptly notify the Trustee of any default by the Company in making any
such payment. If the Company or a Subsidiary acts as Paying Agent, it shall
segregate such money and securities and hold it as a separate trust fund. The
Company at any time may require a Paying Agent to pay all money and securities
held by it to the Trustee and account for any funds or securities disbursed.
Upon doing so the Paying Agent shall have no further liability for the money or
securities.

SECTION 2.07. SECURITYHOLDER LISTS.

            The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Securityholders. If the Trustee is not the Registrar, the Company shall furnish
to the Trustee on or before either (1) April 1 and October 1 in each year in the
case of Original Issue Discount Securities of any series which by their terms do
not bear interest prior to maturity (other than upon a default in any payment
upon such a Security) or (2) each Interest Payment Date for the Securities of
any other series, but in no event less frequently than semi-annually, and at
such other times as the Trustee may request in writing a list in such form and
as of such date as the Trustee may reasonably require of the names and addresses
of Securityholders.


                                      -8-
<PAGE>

SECTION 2.08. TRANSFER AND EXCHANGE.

            Where a Security is presented to the Registrar or a co-Registrar
with a request to register a transfer, the Registrar shall register the transfer
as requested if its requirements for such transfer are met. Notwithstanding any
other provision of this Section 2.08, unless and until it is exchanged in whole
or in part for Securities in definitive form, a global Security representing all
or a portion of the Securities of or within a series may not be transferred
except as a whole by the depositary for such series to a nominee of such
depositary or by a nominee of such depositary to such depositary or another
nominee of such depositary or by such depositary or any such nominee to a
successor depositary for such series or a nominee of such successor depositary.
Where Securities are presented to the Registrar or a co-Registrar with a request
to exchange them for an equal aggregate principal amount of Securities of the
same series of other authorized denominations, the Registrar shall make the
exchange as requested (other than with respect to a global Security, except as
provided below or as otherwise specified as contemplated by Section 2.02) if its
requirements for such exchange are met. The Registrar shall require, among other
things, that any Security presented or surrendered for transfer or exchange be
duly endorsed, or be accompanied by appropriate transfer documents duly
endorsed, or be accompanied by appropriate transfer documents duly executed, by
the Holder thereof or his attorney duly authorized in writing. To permit
transfers and exchanges, the Trustee shall authenticate Securities at the
Registrar's request. Any exchange or transfer shall be without charge, except
that the Company may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto.

            The Registrar need not transfer or exchange any Security selected
for redemption or purchase (except, in the case of Securities to be redeemed or
purchased in part, the portion thereof not to be redeemed or purchased) any
Security in respect of which a notice requiring the purchase or redemption
thereof by the Company at the option of the Holder has been given and not
withdrawn by the Holder thereof in accordance with the terms of such Securities
(except in the case of Securities to be so purchased or redeemed in part, the
portion thereof not to be so purchased or redeemed) or transfer or exchange
Securities of any particular series during a period of 15 days before a
selection of Securities of such series to be redeemed.

            Except as otherwise provided with respect to the Securities of any
series as contemplated by Section 2.02, a global Security may be exchanged only
as provided below in this Section 2.08.

            If at any time the depositary with respect to a global Security
representing all or a portion of the Securities of or within a series notifies
the Company that it is unwilling, unable or ineligible to continue as such
depositary, the Company shall appoint a successor depositary with respect to
such Securities. Unless otherwise provided with respect to a series of
Securities as contemplated by Section 2.02, if a successor depositary is not so
appointed by the Company within 90 days after the Company receives such notice,
the Company will execute and the Trustee, upon receipt of a written order of the
Company as contemplated by Section 2.04 for the authentication and delivery of
definitive Securities of such series (or, if such written order has previously
been delivered, then upon receipt of written instructions from the person or
persons specified in such written order), will authenticate and deliver
Securities of such series in definitive form equal in aggregate principal amount
to the principal amount of the global Security or Securities representing such
series in exchange for such global Security or Securities.

            If a global Security is otherwise exchangeable as specified by the
Company pursuant to Section 2.02(3) with respect to a series of Securities, the
depositary with respect to a global Security representing all or a portion of
the Securities of or within such series may surrender such global Security to
the Trustee, as the Company's agent for such purpose, to be exchanged in whole
or in part for Securities of such series in definitive form in the manner and
under the circumstances so specified and on such terms as are acceptable to the
Company and such depositary. In such event, the Company shall execute and the
Trustee shall authenticate and deliver or make available for delivery:

            (i) to each Person specified by such depositary a new Security or
      Securities of the same series and of like tenor, of any authorized form
      and denomination as requested by such Person in aggregate principal amount
      equal to and in exchange for such Person's beneficial interest in the
      global Security; and

            (ii) unless endorsement of the surrendered global Security as
      contemplated by Section 2.15 or another procedure is specified for the
      Securities of such series as contemplated by Section 2.02, to such


                                      -9-
<PAGE>

      depositary a new global Security in a denomination equal to the
      difference, if any, between the principal amount of the surrendered global
      Security and the aggregate principal amount of Securities delivered
      pursuant to clause (i) above in exchange for beneficial interests in such
      surrendered global Security.

            In any exchange provided for in any of the preceding two paragraphs,
the Company will execute and the Trustee will authenticate and deliver
Securities in definitive registered form in authorized denominations.

            Upon the exchange of a global Security for Securities in definitive
form, such global Security shall be cancelled by the Trustee, unless endorsement
of the surrendered global Security as contemplated by Section 2.15 or another
procedure is specified for the Securities of such series as contemplated by
Section 2.02. Securities issued in exchange for a global Security pursuant to
this Section 2.08 shall be registered in such names and in such authorized
denominations as the depositary for such global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the persons
in whose names such Securities are so registered.

            If a Security is issued in exchange for any portion of a global
Security after the close of business at the office or agency where such exchange
occurs (i) on any Regular Record Date and before the opening of business at such
office or agency on the relevant Interest Payment Date, or (ii) on any special
record date and before the opening of business at such office or agency on the
related date for payment of defaulted interest, interest or defaulted interest,
as the case may be, will not be payable on such Interest Payment Date or
proposed date for payment, as the case may be, in respect of such Security, but
will be payable on such Interest Payment Date or proposed date for payment, as
the case may be, only to the Person to whom interest in respect of such portion
of such global Security is payable in accordance with the provisions of this
Indenture.

            All Securities issued upon any registration of transfer or exchange
of Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

            Each Holder of a Security agrees to indemnify the Company and the
Trustee against any liability that may result from the transfer, exchange or
assignment of such Holder's Security in violation of any provision of this
Indenture and/or applicable United States federal or state securities law.

            The Trustee shall have no obligation or duty to monitor, determine
or inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Security (including any transfers between or among Depositary
Participants or beneficial owners of interests in any Global Security) other
than to require delivery of such certificates and other documentation or
evidence as are expressly required by, and to do so if and when expressly
required by the terms of, this Indenture, and to examine the same to determine
substantial compliance as to form with the express requirements hereof.

            Neither the Trustee nor any Agent shall have any responsibility for
any actions taken or not taken by the Depositary.

SECTION 2.09. REPLACEMENT SECURITIES.

            If a mutilated Security is surrendered to the Registrar or if the
Holder of a Security claims that the Security has been lost, destroyed or
wrongfully taken, then in the absence of notice to the Company or the Trustee
that such Security has been acquired by a bona fide purchaser, the Company shall
issue and the Trustee shall authenticate a replacement Security if the Trustee's
requirements are met. If required, such Holder shall furnish an indemnity bond
sufficient in the judgment of the Company and the Trustee to protect the
Company, the Trustee or any Agent from any loss which any of them may suffer if
a Security is replaced. Upon the issuance of any new Security under this Section
2.09, the Company may require the payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee) connected
therewith.


                                      -10-
<PAGE>

            In case any such lost, destroyed or wrongfully-taken Security has
become or is about to become due and payable, or is about to be purchased by the
Company pursuant to any provision of the Securities of such series providing for
the purchase thereof at the option of the Holder or the Company, the Company in
its discretion may, instead of issuing a new Security, pay or purchase such
Security.

            Every new Security issued pursuant to this Section 2.09 in lieu of
any lost, destroyed or wrongfully-taken Security shall constitute a separate
obligation of the Company, whether or not the lost, destroyed or
wrongfully-taken Security shall be at any time enforceable by anyone, and shall
be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Securities of such series duly issued hereunder.

            The provisions of this Section 2.09, as amended or supplemented
pursuant to this Indenture with respect to particular Securities or generally,
shall be exclusive and shall preclude (to the extent lawful) all other rights
and remedies with respect to the replacement or payment of mutilated, lost,
destroyed or wrongfully-taken Securities.

SECTION 2.10. OUTSTANDING SECURITIES.

            Securities outstanding at any time are all Securities authenticated
by the Trustee except for those cancelled by it, those paid pursuant to Section
2.09, those delivered to it for cancellation and those described in this Section
2.10 as not being outstanding. A Security does not cease to be outstanding
because the Company or one of its Affiliates holds the Security.

            If a Security is replaced pursuant to Section 2.09, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

            If the Paying Agent holds on a redemption date or maturity date or
on the Business Day following a date on which Securities of such series are to
be purchased by the Company pursuant to any provision thereof providing for such
purchase at the option of the Holder or the Company, money (or securities if
permitted by the terms of such Securities) in trust or, if the Company, acting
as its own Paying Agent, sets aside and segregates money (or securities if
permitted by the terms of such Securities) in trust, sufficient to pay
Securities payable on that date, then, on and after that date such Securities
cease to be outstanding and interest, if any (and original issue discount, if
Original Issue Discount Securities), on them ceases to accrue, unless the Paying
Agent is restricted under the terms of the Securities of such series (specified
as contemplated by Section 2.02) in applying such money.

SECTION 2.11. TEMPORARY SECURITIES.

            Pending the preparation of a permanent global Security or definitive
Securities of any series, the Company may execute and the Trustee, upon the
written order of the Company pursuant to Section 2.04, shall authenticate and
deliver temporary Securities. Temporary Securities of any series shall be in
authorized denominations and substantially of the tenor of the definitive
Securities of that series in lieu of which they are issued, but may have
variations that the Company considers appropriate for temporary Securities. In
the case of Securities of any series, such temporary Securities may be in global
form. If temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of definitive Securities of such series, and upon
surrender for cancellation of any one or more temporary Securities of such
series, the Company shall execute and the Trustee shall authenticate and deliver
in exchange therefor a like aggregate principal amount of definitive Securities
of authorized denominations of the same series and containing identical terms
and provisions. Until so exchanged, the temporary Securities of any series
shall, except as otherwise specified as contemplated by Section 2.02 (including
with respect to the payment of interest on temporary Securities), in all
respects be entitled to the same benefits under this Indenture as definitive
Securities of the same series and of like tenor authenticated and delivered
hereunder.

SECTION 2.12. CANCELLATION.

            The Company at any time may deliver Securities to the Trustee for
cancellation, including Securities authenticated which the Company has not
issued and sold. The Company and each Agent shall forward to the


                                      -11-
<PAGE>

Trustee any Securities surrendered to them for transfer, exchange, payment,
redemption, or purchase by the Company pursuant to any provision thereof
providing for such purchase at the option of the Holder. The Trustee and no one
else shall cancel all Securities surrendered for transfer, exchange, payment,
redemption, purchase, or cancellation, and may dispose of cancelled Securities
as the Company directs; PROVIDED, HOWEVER, that the Trustee shall not be
required to destroy such cancelled Securities. Except as otherwise provided in
the resolution of the Board of Directors or indenture supplemental hereto
establishing such series as contemplated by Section 2.02, the Company may not
issue new Securities of a series to replace Securities of the same series that
it has paid or that have been delivered to the Trustee for cancellation.

SECTION 2.13. PAYMENT OF INTEREST; DEFAULTED INTEREST.

            Unless otherwise provided with respect to the Securities of any
series as contemplated by Section 2.02, interest (except defaulted interest) on
any Security of any series which is payable on any Interest Payment Date shall
be paid to the Holder in whose name that Security (or one or more Predecessor
Securities) is registered on the security register at the close of business on
the Regular Record Date for such interest payment. At the option of the Company,
payment of interest on any Security may be made (i) by check mailed to the
address of the Person entitled thereto as such address appears in the security
register, or (ii) if so specified with respect to the Securities of such series
as contemplated by Section 2.02, by wire transfer to any account designated by
such Person so long as the Paying Agent is notified in writing at least five
Business Days prior to such Interest Payment Date.

            If the Company defaults in a payment of interest on the Securities
of any series on any Interest Payment Date, it shall pay the defaulted interest
to the Persons who are Securityholders of such series at the close of business
on a subsequent special record date. The Company shall fix the special record
date and payment date. At least 15 days before the record date, the Company
shall mail to each Securityholder of such series a notice that states the
special record date, the payment date and the amount of defaulted interest
proposed to be paid. The Company shall notify the Trustee in writing of the
amount of the defaulted interest proposed to be paid on each Security of such
series and the date of the proposed payment, and at the same time the Company
shall deposit with the Paying Agent an amount of money equal to the aggregate
amount proposed to be paid in respect of such defaulted interest or shall make
arrangements satisfactory to the Paying Agent for such deposit prior to the date
of the proposed payment. The Company may pay defaulted interest in any other
lawful manner.

SECTION 2.14. PERSONS DEEMED OWNERS.

            Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any Agent may treat the person in whose name such
Security is registered as the owner of such Security for the purpose of
receiving payment of principal of and (subject to Section 2.13) interest on such
Security and for all other purposes whatsoever, and neither the Company, the
Trustee nor any Agent shall be affected by notice to the contrary.

            No holder of any beneficial interest in any global Security held on
its behalf by a depositary shall have any rights under this Indenture with
respect to such global Security, and such depositary (or its nominee, if such
global Security is registered in the name of a nominee) may be treated by the
Company, the Trustee, and any Agent as the owner of such global Security for all
purposes whatsoever. None of the Company, the Trustee, or any Agent will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a global Security
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

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


                                      -12-
<PAGE>

SECTION 2.15. SECURITIES IN GLOBAL FORM.

            If the Company shall establish pursuant to Section 2.02 that the
Securities of or within a series are to be issued in whole or in part in global
form, then the Company shall execute, and the Trustee shall, in accordance with
Section 2.04 and the written order of the Company contemplated thereby,
authenticate and deliver one or more global Securities in temporary or permanent
form that (i) shall be registered in the name of the depositary for such global
Security or Securities or the nominee of such depositary, (ii) shall be
delivered by the Trustee to such depositary or pursuant to such depositary's
instructions, and (iii) shall bear a legend substantially to the following
effect: "Unless and until it is exchanged in whole or in part for Securities in
definitive form, this Security may not be transferred except as a whole by the
depositary to a nominee of the depositary or another nominee of the depositary
or by the depositary or any such nominee to a successor depositary or a nominee
of such successor depositary." Each depositary designated pursuant to Section
2.02 for a global Security in registered form must be, to the extent required by
applicable law or regulation, a clearing agency registered under the Securities
Exchange Act of 1934, as amended, and any other applicable statute or
regulation, at the time of its designation and at all times that it serves as
depositary. Notwithstanding clause (14) of Section 2.02 and the provisions of
Section 2.03, any such global Security shall represent such of the outstanding
Securities of such series as shall be specified therein and may provide that it
shall represent the aggregate amount of outstanding Securities of such series
from time to time endorsed thereon and that the aggregate amount of outstanding
Securities represented thereby may from time to time be increased or decreased
to reflect exchanges. Any endorsement of a Security in a global form to reflect
the amount, or any increase or decrease in the amount, or changes in the rights
of Holders, of outstanding Securities represented thereby shall be made in such
manner and upon instructions given by such Person or Persons as shall be
specified therein or in the written order of the Company to be delivered to the
Trustee pursuant to Section 2.04. Subject to the provisions of Section 2.04 and,
if applicable, Section 2.11, the Trustee shall deliver and redeliver any
Security in permanent global form in the manner and upon instructions given by
the Person or Persons specified therein or in the applicable written order of
the Company. If a written order of the Company pursuant to Section 2.04 has
been, or simultaneously is, delivered, any instructions with respect to a
Security in global form shall be in writing but need not comply with Sections
11.04 and 11.05 and need not be accompanied by an Opinion of Counsel.

            The provisions of the last sentence of the third paragraph of
Section 2.04 shall apply to any Security represented by a Security in global
form if such Security was never issued and sold by the Company and the Company
delivers to the Trustee the Security in global form together with written
instructions (which need not comply with Sections 11.04 and 11.05 and need not
be accompanied by an Opinion of Counsel) with regard to the reduction in the
principal amount of Securities represented thereby, together with the written
statement contemplated by the last sentence of the third paragraph of Section
2.04.

SECTION 2.16. CUSIP NUMBERS.

            The Company in issuing the Securities may use "CUSIP" numbers (if
then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption as a convenience to Holders; PROVIDED, HOWEVER, 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 Trustee in writing of any change in the "CUSIP" numbers.

                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01. APPLICABILITY OF ARTICLE.

            Securities of any series which are redeemable before their stated
maturity at the election of the Company or through the operation of any sinking
fund for the retirement of Securities of such series shall be re-


                                      -13-
<PAGE>

deemable in accordance with their terms and (except as otherwise specified as
contemplated by Section 2.02 for Securities of any series) in accordance with
this Article.

SECTION 3.02. NOTICES TO TRUSTEE.

            If the Company elects to redeem all or less than all the Securities
of any series, it shall give 45 days' prior written notice to the Trustee of the
redemption date, the principal amount of Securities to be redeemed, the specific
provision of the Securities pursuant to which the Securities being called for
redemption are being redeemed and the redemption price. In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction. If the Company wants to make any
permitted optional sinking fund payment, it shall notify the Trustee of the
principal amount of the Securities to be redeemed.

            The Company (1) may deliver outstanding Securities of a series
(other than any previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed or otherwise purchased either at
the election of the Company pursuant to the terms of such Securities or through
the application of permitted optional sinking fund payments pursuant to the
terms of such Securities in satisfaction of all or any part of any sinking fund
payment required to be made pursuant to the terms of the Securities of such
series as provided for by the terms of such series: PROVIDED, HOWEVER, that such
Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the redemption price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.
The Company shall notify the Trustee of its intention to so reduce the amount of
such sinking fund payment, the amount of the reduction and the basis for it. The
Company shall deliver to the Trustee with such notice any Securities to be
credited for such purpose that it has not previously delivered to the Trustee
for cancellation.

            The Company shall give each notice and Officers' Certificate
provided for in this Section 3.02 at least 60 days before the redemption date
(unless a shorter notice shall be satisfactory to the Trustee or is otherwise
specified as contemplated by Section 2.02 for Securities of any series).

SECTION 3.03. SELECTION OF SECURITIES TO BE REDEEMED.

Except as otherwise specified as contemplated by Section 2.02 for Securities of
any series, if less than all the Securities of any series are to be redeemed,
the particular Securities to be redeemed shall be selected from Securities of
the same series outstanding not previously called for redemption by such method
as the Trustee considers fair and appropriate (and in such manner as complies
with applicable requirements of any stock exchange on which Securities of such
series are listed) and which may provide for the selection for redemption of
portions (equal to the minimum authorized denomination for Securities of that
series or any integral multiple thereof) of the principal amount of Securities
of such series that have denominations larger than the minimum authorized
denomination for Securities of that series. Provisions of this Indenture that
apply to Securities called for redemption also apply to portions of Securities
called for redemption.

SECTION 3.04. NOTICE OF REDEMPTION.

At least 30 days but no more than 60 days before a redemption date (unless a
shorter notice is specified as contemplated by Section 2.02 for Securities of
any series), the Company shall mail a notice of redemption by first-class mail
to each Holder of Securities of the series to be redeemed.

            The notice shall identify the Securities, including CUSIP number, if
any (and, in the case of partial redemption, the principal amount of the
Securities), to be redeemed and shall state:

            (1) The redemption date;

            (2) the redemption price and method of payment, if other than in
      cash;


                                      -14-
<PAGE>

            (3) the name and address of the Paying Agent;

            (4) that Securities called for redemption must be surrendered to the
      Paying Agent to collect the redemption price;

            (5) that interest, if any (or original issue discount, if Original
      Issue Discount Securities), on Securities called for redemption ceases to
      accrue on and after the redemption date, unless the Company defaults in
      making such redemption payment; and

            (6) that the redemption is for a sinking fund or at the election of
      the Company, whichever is the case.

            At the Company's written request, the Trustee shall give the notice
of redemption in the Company's name and at the Company's expense, PROVIDED that
the Company shall have furnished to the Trustee the Officers' Certificate and
Opinion of Counsel required pursuant to Section 11.04 at least 15 days prior to
the date that the Trustee is required to take any action in connection with a
redemption.

SECTION 3.05. EFFECT OF NOTICE OF REDEMPTION.

            Once notice of redemption is mailed, Securities of the series called
for redemption become due and payable on the redemption date and at the
redemption price therein specified and on and after such date (unless the
Company shall default in the payment of the redemption price and accrued
interest, if any) such Securities shall cease to bear interest, if any (and
original issue discount, if such Securities are Original Issue Discount
Securities, shall cease to accrue). Upon surrender to the Paying Agent, such
Securities shall be paid at the redemption price, plus, if applicable, accrued
interest, if any, to the redemption date: PROVIDED, HOWEVER, that installments
of interest the Interest Payment Date for which is on or prior to the redemption
date shall be payable to the persons who are Holders of such Securities (or one
or more Predecessor Securities) on the relevant record dates for such interest
according to their terms and Section 2.13.

            If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal shall, until paid, bear interest
from the redemption date at the rate prescribed therefor in the Security.

SECTION 3.06. DEPOSIT OF REDEMPTION PRICE.

            On or before 10:00 a.m., New York time, on the redemption date, the
Company shall deposit with the Paying Agent money (or securities if permitted by
the terms of such Securities) sufficient to pay the redemption price of, and
(except if the redemption date is an Interest Payment Date) accrued interest, if
any, on, all Securities to be redeemed on that date other than Securities or
portions thereof called for redemption on that date which are delivered by the
Company to the Trustee for cancellation.

SECTION 3.07. SECURITIES REDEEMED IN PART.

            Any Security that is to be redeemed only in part shall be
surrendered at a place of payment therefor (with, if the Company, the Registrar
or the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company, the Registrar and the Trustee duly
executed by, the Holder thereof or his attorney duly authorized in writing), and
the Company shall execute, and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge, a new Security or Securities of
the same series, containing identical terms and provisions, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal amount of the
Security so surrendered, and, unless otherwise specified as contemplated by
Section 2.02, if a global Security is so surrendered, the Company shall execute,
and the Trustee shall authenticate and deliver to the depositary for such global
Security, without service charge, a new global Security in a denomination equal
to and in exchange for the unredeemed portion of the principal amount of the
global Security so surrendered.


                                      -15-
<PAGE>

                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01. PAYMENT OF SECURITIES.

            The Company shall pay the principal of and any interest on the
Securities of each series in accordance with the terms of the Securities of such
series and this Indenture.

            To the extent enforceable under applicable law, the Company shall
pay interest on overdue principal at the rate borne by the Securities of such
series (unless a different rate is specified as contemplated by Section 2.02 for
Securities of such series).

SECTION 4.02. SEC REPORTS.

            The Company shall file with the Trustee within 15 days after it
files them with the SEC copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing
as the SEC may by rules and regulations prescribe) which the Company is required
to file with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934. Delivery of such reports, information and documents to the Trustee
is for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates). The Company also shall
comply with the other provisions of TIA ss. 314(a).

SECTION 4.03. COMPLIANCE CERTIFICATE.

            The Company shall deliver to the Trustee within 120 days after the
end of each fiscal year of the Company an Officers' Certificate, one of the
signers of which shall be the principal executive officer, principal financial
officer or principal accounting officer of the Company, stating whether or not
the signers know of the existence of any default or Event of Default by the
Company and whether all of the conditions and covenants of the Company are being
complied with regardless of any period of grace or requirement of notice
provided under this Indenture. If they do know of such a default or Event of
Default, the certificate shall describe the default or Event of Default, as the
case may be, and its status. The first Officers' Certificate to be delivered
pursuant to this Section 4.03 shall be for the fiscal year ending immediately
after the date that the Securities are issued.

SECTION 4.04. CORPORATE EXISTENCE.

            Subject to the provisions of Section 5.01, the Company will do or
cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence.

SECTION 4.05. CALCULATION OF ORIGINAL ISSUE DISCOUNT.

            The Company shall file with the Trustee promptly at the end of each
calendar year a written notice specifying the amount of original issue discount
(including daily rates and accrual periods), if any, accrued on outstanding
Securities as of the end of such year.


                                      -16-
<PAGE>

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

SECTION 5.01. WHEN COMPANY MAY MERGE, ETC.

            The Company shall not consolidate with or merge into, or transfer
its properties and assets substantially as an entirety to, another corporation
unless (1) either XL Capital is the successor, or, if XL Capital is not the
surviving Person, the surviving Person assumes by supplemental indenture all the
obligations of the Company under the Securities and this Indenture; and (2)
immediately after giving effect to such transaction, no Event of Default shall
have occurred and be continuing. Thereafter, unless otherwise specified as
contemplated by Section 2.02 for the Securities of any series, all such
obligations of the predecessor corporation shall terminate.

                                   ARTICLE SIX

                              DEFAULTS AND REMEDIES

SECTION 6.01. EVENTS OF DEFAULT.

            An "EVENT OF DEFAULT" with respect to Securities of any series means
each of the events specified below in this Section 6.01, unless it is either
inapplicable to a particular series or is specifically deleted or modified as
contemplated by Section 2.02 for the Securities of such series, and any other
events as may be specified as contemplated by Section 2.02 for the Securities of
such series:

            (1) the Company defaults in the payment of any interest on any
      Security of that series when the same becomes due and payable and the
      default continues for a period of 60 days;

            (2) the Company defaults in the payment of the principal of any
      Security of that series when the same becomes due and payable at maturity,
      upon redemption (including default in the making of any mandatory sinking
      fund payment), upon purchase by the Company at the option of the Holder
      pursuant to the terms of such Security or otherwise;

            (3) the Company fails to comply with any of its other agreements in
      Securities of that series or this Indenture (other than an agreement which
      has expressly been included in this Indenture solely for the benefit of
      Securities of any series other than that series or is expressly made
      inapplicable to the Securities of such series as contemplated by Section
      2.02) and the default continues for the period and after the notice
      specified below;

            (4) the Company pursuant to or within the meaning of any Bankruptcy
      Law:

                  (A) commences a voluntary case, or consents to the
            commencement of a case against it,

                  (B) consents to the entry of an order for relief against it in
            an involuntary case, (C) consents to the appointment of a Custodian
            of it or for all or substantially all of its property, or

                  (D) makes a general assignment for the benefit of its
            creditors;

            (5) a court of competent jurisdiction enters an order or decree
      under any Bankruptcy Law that:

                  (A) is for relief against the Company in an involuntary case
            or adjudicates the Company insolvent or bankrupt,


                                      -17-
<PAGE>

                  (B) appoints a Custodian of the Company or for all or
            substantially all of its property, or

                  (C) orders the winding up or liquidation of the Company, and
            the order or decree remains unstayed and in effect for 90 days; or

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

            The term "BANKRUPTCY LAW" means Title 11, U.S. Code or any similar
federal or state law for the relief of debtors. The term "CUSTODIAN" means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

            A default under clause (3) is not an Event of Default until the
Trustee notifies the Company or the Holders of at least 25% in aggregate
principal amount of the outstanding Securities of that series notify the Company
and the Trustee of the default and the Company does not cure the default within
90 days after receipt of the notice. The notice must specify the default, demand
that it be remedied and state that the notice is a "Notice of Default."

SECTION 6.02. ACCELERATION.

            If an Event of Default (other than an Event of Default specified in
Section 6.01(4) or (5)) occurs and is continuing with respect to Securities of
any series at the time outstanding, the Trustee by notice to the Company, or the
Holders of at least 25% in aggregate principal amount of the outstanding
Securities of that series by notice to the Company and the Trustee, may declare
to be due and payable immediately (1) the principal amount (or, if the
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of the Securities of
that series) of all of the Securities of that series then outstanding and (2)
interest, if any, accrued to the date of acceleration. Upon such declaration,
such principal amount (or specified amount) and interest, if any, shall be due
and payable immediately. If an Event of Default specified in Section 6.01 (4) or
(5) occurs and is continuing, (1) the principal amount (or, if the Securities of
that series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of the Securities of that
series) of all of the Securities of that series then outstanding and (2)
interest, if any, accrued to the date of such acceleration shall become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or Securityholders. The Holders of a majority in aggregate principal
amount of the outstanding Securities of the series with respect to which an
acceleration applies by notice to the Trustee may rescind an acceleration and
its consequences with respect to such series if all existing Events of Default
(other than the non-payment of the principal of and accrued interest, if any, on
Securities that have become due solely by such acceleration) with respect to
Securities of that series have been cured or waived and if the rescission would
not conflict with any judgment or decree. No such rescission shall affect any
subsequent default or impair any right consequence thereon.

SECTION 6.03. OTHER REMEDIES.

            If an Event of Default with respect to Securities of any series
occurs and is continuing, the Trustee may pursue any available remedy by
proceeding at law or in equity to collect the payment of the whole amount which
then shall have become due and remain unpaid for principal or interest, if any,
on the Securities of that series or to enforce the performance of any provision
of the Securities of that series or this Indenture.

            The Trustee may maintain a proceeding even if it does not possess
any of the Securities of that series or does not produce any of them in the
proceeding. A delay or omission by the Trustee or any Securityholder in
exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver or acquiescence in the Event
of Default. No remedy is exclusive of any other remedy. All available remedies
are cumulative.


                                      -18-
<PAGE>

SECTION 6.04. WAIVER OF EXISTING DEFAULTS.

            Subject to Section 9.02, the Holders of a majority in aggregate
principal amount of the outstanding Securities of any series by notice to the
Trustee may waive on behalf of the Holders of all the Securities of such series
an existing Default or Event of Default and its consequences. When a Default or
Event of Default is waived, it is cured and stops continuing.

SECTION 6.05. CONTROL BY MAJORITY.

            The Holders of a majority in aggregate principal amount of the
outstanding Securities of any series may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on it, with respect to the Securities of such
series. The Trustee, however, may refuse to follow any direction that conflicts
with law or this Indenture, that is unduly prejudicial to the rights of another
Securityholder or that would involve the Trustee in personal liability.

SECTION 6.06. LIMITATION OF SUITS.

            No Holder of any Security of any series shall have the right to
pursue any remedy with respect to this Indenture or the Securities unless:

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

            (2) the Holders of at least 25% in aggregate principal amount of the
      outstanding Securities of that series in respect of which the Event of
      Default has occurred make a written request to the Trustee to pursue the
      remedy;

            (3) such Holder or Holders offer and provide to the Trustee
      indemnity satisfactory to the Trustee against any loss, liability or
      expense;

            (4) the Trustee does not comply with the request within 60 days
      after receipt of the request and the offer of indemnity; and

            (5) no direction inconsistent with such written request has been
      given to the Trustee during such 60-day period by the Holders of a
      majority in aggregate principal amount of the outstanding Securities of
      such series.

            A Securityholder of any series may not use this Indenture to
prejudice the rights of another Securityholder of such series (it being
understood that the Trustee does not have an affirmative duty to ascertain
whether or not such actions or forbearances are unduly prejudicial to such
security interest) or to obtain a preference or priority over another
Securityholder of such series, except in the manner herein provided and for the
equal and ratable benefit of all Securityholders of such series.

SECTION 6.07. RIGHTS OF HOLDERS TO RECEIVE PAYMENT AND TO CONVERT.

            Subject to the terms of the Securities of any series relating to
subordination (as contemplated by Article Ten and Section 2.02) and
notwithstanding any other provision of this Indenture, the right of any Holder
of a Security to receive payment of principal of and (subject to Section 2.13)
interest, if any, on the Security, on or after the respective due dates with
respect to such payments expressed in such Security, and, if applicable, to
convert such Security on the terms and subject to the conditions applicable to
Securities of such series, or to bring suit for the enforcement of any such
payment on or after such respective dates or of such right to convert, if any,
shall not be impaired or affected without the consent of the Holder.


                                      -19-
<PAGE>

SECTION 6.08. COLLECTION SUIT BY TRUSTEE.

            If an Event of Default specified in Section 6.01(1) or (2) occurs
and is continuing with respect to the Securities of any series, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company for the whole amount which then shall have become due and remain unpaid
for principal and interest, if any, on the Securities of such series.

SECTION 6.09. TRUSTEE MAY FILE PROOFS OF CLAIM.

            The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee and the Securityholders allowed in any judicial proceedings relative to
the Company, its creditors or its property and to collect and receive money,
property or securities payable or deliverable on any such claims and to
distribute the same.

SECTION 6.10. PRIORITIES.

            If the Trustee collects any money pursuant to this Article, it shall
pay out the money in the following order:

            First: to the Trustee for amounts due under Section 7.07;

            Second: to the payment of items to which the Securities have been
      subordinated as contemplated by Article Ten and Section 2.02;

            Third: to the payment of amounts due and unpaid for principal and
      interest, if any, on the Securities in respect of which such money has
      been collected, ratably, without preference or priority of any kind,
      according to the amounts which then shall have become due and payable on
      such Securities for principal and interest, respectively; and

            Fourth: to the Company.

            The Trustee may fix a record date and payment date for any payment
to Securityholders pursuant to this Section 6.10, notice of which shall be
mailed to each Securityholder by the Company at least 15 days before such record
date.

SECTION 6.11. UNDERTAKING FOR COSTS.

            In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a
Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in
aggregate principal amount of the outstanding Securities of any series.


                                      -20-
<PAGE>

                                  ARTICLE SEVEN

                                     TRUSTEE

            All the provisions of this Article Seven apply to the Trustee acting
in all its appointed capacities pursuant to this Indenture unless any provision
specifically applies to the Trustee only in its capacity as Trustee.

SECTION 7.01. DUTIES OF TRUSTEE.

            (a) If an Event of Default with respect to Securities of any series
has occurred and is continuing, the Trustee shall with respect to such series
exercise such of the rights and powers vested in it by this Indenture with
respect to such series and use the same degree of care and skill in their
exercise as a prudent person would exercise or use under the circumstances in
the conduct of his or her own affairs.

            (b) With respect to Securities of any series, except during the
continuance of an Event of Default with respect to Securities of such series:

            (1) The Trustee need perform only those duties that are specifically
      set forth in this Indenture or the TIA, and no implied covenants or
      obligations shall be read into this Indenture against the Trustee.

            (2) In the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon certificates or opinions furnished
      to the Trustee and conforming to the requirements of this Indenture. The
      Trustee, however, shall, with respect to certificates or opinions which by
      any provision hereof are required to be provided to the Trustee, examine
      the certificates and opinions to determine whether or not they conform to
      the requirements of this Indenture (but need not confirm or investigate
      the accuracy of mathematical calculations or other facts stated therein).

            (c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its willful misconduct,
except that:

            (1) This paragraph does not limit the effect of paragraph (b) of
      this Section 7.01.

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

            (3) The Trustee shall not be liable with respect to any action it
      takes or omits to take in good faith in accordance with a direction
      received by it pursuant to Section 6.05.

            (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.

            (e) The Trustee may refuse to perform any duty or exercise any right
or power unless it receives indemnity satisfactory to it against any loss,
liability or expense.

            (f) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.
Money held in trust by the Trustee need not be segregated from other funds
except to the extent required by law.

            (g) No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably
assured to it.


                                      -21-
<PAGE>

            (h) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section 7.01.

SECTION 7.02. RIGHTS OF TRUSTEE.

            (a) The Trustee may conclusively rely, and shall be protected in
acting or refraining from acting upon, any document believed by it to be genuine
and to have been signed or presented by the proper Person. The Trustee need not
investigate any fact or matter stated in the document.

            (b) Before the Trustee acts or refrains from acting, it may consult
with counsel of its selection or require an Officers' Certificate, an Opinion of
Counsel, and/or an accountant's certificate. The Trustee shall not be liable for
any action it takes or omits to take in good faith in reliance on the advice of
such counsel, the Officers' Certificate, Opinion of Counsel or accountant's
certificate.

            (c) The Trustee may act through agents and counsel and shall not be
responsible for the misconduct or negligence of any agent or counsel appointed
with due care.

            (d) The Trustee shall not be liable for any action it takes or omits
to take in good faith which it believes to be authorized or within its rights or
powers conferred upon it by this Indenture.

            (e) Any request or direction of the Company mentioned herein shall
be sufficiently evidenced by a Company Request or Company Order and any
resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution.

            (f) The Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Securities and this Indenture.

            (g) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee security or indemnity satisfactory to the Trustee against
the costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction.

            (h) The Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, personally or by agent
or attorney and shall incur no liability or additional liability of any kind by
reason of such inquiry or investigation.

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

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


                                      -22-
<PAGE>

SECTION 7.03. INDIVIDUAL RIGHTS OF TRUSTEE.

            The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or its
Affiliates with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. The Trustee, however, must comply with
Sections 7.10 and 7.11.

SECTION 7.04. TRUSTEE'S DISCLAIMER.

            The Trustee makes no representation as to the validity or adequacy
of this Indenture or the Securities; it shall not be accountable for the
Company's use of the proceeds from the Securities; and it shall not be
responsible for any statement in this Indenture or the Securities other than its
certificate of authentication.

SECTION 7.05. NOTICE OF DEFAULTS.

            If a Default occurs and is continuing with respect to Securities of
any series and if it is actually known to a Trust Officer of the Trustee, the
Trustee shall transmit by mail to each Securityholder or such series in the
manner and to the extent provided in TIA ss. 313(c) notice of the Default within
90 days after its occurs or as soon as reasonably practicable thereafter. Except
in the case of a default in payment of principal of or interest on any Security
of such series (including default in the making of any mandatory sinking fund or
mandatory repurchase payment), the Trustee may withhold the notice if and so
long as a committee of its Trust Officers in good faith determines that
withholding the notice is in the interests of Securityholders of such series.

SECTION 7.06. REPORTS BY TRUSTEE TO HOLDERS.

            Within 60 days after each September 30 beginning with the September
30 following the date on which Securities are originally issued under this
Indenture, the Trustee shall transmit by mail to each Securityholder in the
manner and to the extent provided in TIA ss. 313(c) a brief report dated as of
such September 30 that complies with TIA ss. 313(a) if such report is required
by TIA ss. 313(a). The Trustee also shall comply with TIA ss. 313(b).

            A copy of each report at the time of its mailing to Securityholders
shall be filed by the Company with the SEC and each stock exchange on which the
Securities are listed.

            The Company will promptly notify the Trustee if and when the
Securities of any series are listed on any stock exchange.

SECTION 7.07. COMPENSATION AND INDEMNITY.

            The Company shall pay to the Trustee such compensation for its
services as shall from time to time be agreed upon in a writing between the
Company and the Trustee. The Trustee's compensation shall not be limited by any
law on compensation of a trustee of an express trust. The Company shall
reimburse the Trustee upon request for all reasonable expenses incurred by it.
Such expenses shall include the reasonable compensation and expenses of the
Trustee's agents and counsel.

            The Company shall indemnify the Trustee or any predecessor Trustee
and their agents for and to hold them harmless against any loss, damages,
claims, expenses or liability incurred by it arising out of or in connection
with the acceptance or administration of this trust and its duties hereunder.
The Trustee shall notify the Company promptly of any claims asserted against the
Trustee for which it may seek indemnity. Failure of the Trustee to so notify the
Company shall not relieve the Company of its obligations hereunder. The Company
shall have the right to elect to defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have separate counsel and the Company
shall pay the reasonable fees and expenses of such counsel. The Company need not
pay for any settlement made without its written consent, which consent shall not
be unreasonably withheld. The Company need not reimburse any expense or
indemnify against any loss or liability incurred by the Trustee through
negligence or bad faith.


                                      -23-
<PAGE>

            To secure the Company's payment obligations in this Section 7.07,
the Trustee shall have a lien prior to the Securities on all money or property
held or collected by the Trustee, except that held in trust to pay principal of
or interest on particular Securities.

            When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(4) or (5) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

            The provisions of this Section 7.07 shall survive the termination of
this Indenture.

SECTION 7.08. REPLACEMENT OF TRUSTEE.

            The Trustee may resign at any time with respect to Securities of one
or more series by so notifying the Company. The Holders of a majority in
aggregate principal amount of the outstanding Securities of any series may
remove the Trustee with respect to the Securities of such series by so notifying
the removed Trustee and may appoint a successor Trustee with the Company's
consent. The Company shall remove the Trustee if:

            (1) the Trustee fails to comply with Section 7.10;

            (2) the Trustee is adjudged a bankrupt or an insolvent;

            (3) a receiver or other public officer takes charge of the Trustee
      or its property; or

            (4) the Trustee becomes incapable of acting.

            The Company also may remove the Trustee with or without cause if the
Company so notifies the Trustee thirty days in advance and if no Default occurs
or is continuing during the thirty-day period.

            If the Trustee resigns or is removed, or if a vacancy exists in the
office of the Trustee for any reason, with respect to the Securities of one or
more series, the Company shall promptly appoint a successor Trustee or Trustees
(it being understood that any such successor Trustee may be appointed with
respect to the Securities of one or more or all of such series and that at any
time there shall be only one Trustee with respect to the Securities of any
particular series).

            A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that,
the retiring Trustee shall transfer all property held by it as Trustee to the
successor Trustee (subject to its lien, if any, provided for in Section 7.07),
the resignation or removal of the retiring Trustee shall become effective, and
the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. A successor Trustee shall mail notice of its
succession to each Securityholder.

            If a successor Trustee with respect to Securities of any series does
not take office within 30 days after the retiring Trustee resigns or is removed,
the retiring Trustee (at the expense of the Company), the Company or the Holders
of a majority in aggregate principal amount of the outstanding Securities of
such series may petition any court of competent jurisdiction for the appointment
of a successor Trustee.

            If the Trustee fails to comply with Section 7.10, any Securityholder
may petition any court of competent jurisdiction for the removal of the Trustee
with respect to all Securities and the appointment of a successor Trustee.

SECTION 7.09. SUCCESSOR TRUSTEE BY MERGER, ETC.

            If the Trustee consolidates with, mergers or converts into, or
transfers all or substantially all of its corporate trust assets (including the
administration of this Indenture) to, another corporation or national banking
association, the successor corporation or national banking association without
any further act shall be the successor Trustee.


                                      -24-
<PAGE>

SECTION 7.10. ELIGIBILITY; DISQUALIFICATION.

            This Indenture shall always have a Trustee who satisfies the
requirements of TIA ss. 310(a). The Trustee shall always have (or in the case of
a subsidiary of a bank holding company that guarantees the obligations of the
Trustee under this Indenture, such holding company parent shall have) a combined
capital and surplus of at least $50,000,000 as set forth in its most recent
published annual report of condition. With respect to the Securities of each
series, the Trustee shall comply with TIA ss. 310(b). In determining whether the
Trustee has a conflicting interest as defined in TIA ss. 310(b) with respect to
the Securities of any series, there shall be excluded this Indenture with
respect to the Securities of any series other than that series. Nothing herein
shall prevent the Trustee from filing with the SEC the application referred to
in the second to last paragraph of TIA ss. 310(b).

SECTION 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

            The Trustee shall comply with TIA ss. 311(a), excluding any creditor
relationship listed in TIA ss. 311(b). A Trustee who has resigned or been
removed shall be subject to TIA ss. 311(a) to the extent indicated.

SECTION 7.12. TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE COMPANY.

            Any application by the Trustee for written instructions from the
Company may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the date
on and/or after which such action shall be taken or such omission shall be
effective. The Trustee shall not be liable for any action taken by, or omission
of, the Trustee in accordance with a proposal included in such application on or
after the date specified in such application (which date shall not be less than
three Business Days after the date any officer of the Company actually receives
such application, unless any such officer shall have consented in writing to any
earlier date) unless prior to taking any such action (or the effective date in
the case of an omission), the Trustee shall have received written instructions
in response to such application specifying the action to be taken or omitted.

                                  ARTICLE EIGHT

                             DISCHARGE OF INDENTURE

SECTION 8.01. TERMINATION OF COMPANY'S OBLIGATIONS.

            The Company may terminate all of its obligations under the
Securities of any series and this Indenture with respect to the Securities of
such series if either (1) all Securities of such series previously authenticated
and delivered (other than destroyed, lost or stolen Securities which have been
replaced or paid or Securities for whose payment money (or, if permitted by the
terms of such Securities, securities) has theretofore been held in trust and
thereafter repaid to the Company, as provided in Section 8.03) have been
delivered to the Trustee for cancellation; or (2) the Company irrevocably
deposits in trust with the Trustee money or U.S. Government Obligations
sufficient, in the opinion of a nationally recognized investment banking firm or
firm of independent certified public accountants expressed in a written
certification thereof delivered to the Trustee, to pay the principal of and
interest, if any, on all Securities of such series not theretofore cancelled or
delivered to the Trustee for cancellation (other than destroyed, lost or stolen
Securities which have been replaced or paid or Securities for whose payment
money (or, if permitted by the terms of such Securities, securities) has
theretofore been held in trust and thereafter repaid to the Company, as provided
in Section 8.03) to maturity or redemption, as the case may be.

            The Company's obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09,
4.01, 7.07, 7.08 and 8.03 of this Indenture, however, shall survive until the
Securities of such series are no longer outstanding. Thereafter, the Company's
obligations in Sections 7.07 and 8.03 shall survive. Notwithstanding the
satisfaction and discharge of this Indenture with respect to the Securities of
any series, if money or U.S. Government Obligations shall have been deposited
with the Trustee pursuant to clause (2) of the first paragraph of this Section
8.01, the obligations of the Trustee under Section 8.02 and the second sentence
of Section 8.03 shall survive.


                                      -25-
<PAGE>

            After a deposit and if all other conditions thereto are met, the
Trustee for the Securities of such series shall be required to execute an
instrument acknowledging satisfaction and discharge of this Indenture with
respect to such Securities, except for those surviving obligations specified
above; PROVIDED, HOWEVER, that the Trustee shall not be required to execute such
instrument until the expiration of 90 days after the date of a deposit and that
such instrument may be made subject to the condition that such deposit had been
in compliance with any applicable terms of the Securities of such series
relating to subordination (as contemplated by Article Ten and Section 2.02).

            In order to have money available on a payment date to pay the
principal of or interest, if any, on the Securities, the U.S. Government
Obligations shall be payable as to principal or interest on or before such
payment date in such amounts as will provide the necessary money. U.S.
Government Obligations shall not be callable at the issuer's option.

SECTION 8.02. APPLICATION OF TRUST FUND.

            The Trustee shall hold in trust money and U.S. Government
Obligations deposited with it pursuant to Section 8.01. Subject to any
applicable terms of the Securities of any series relating to subordination (as
contemplated by Article Ten and Section 2.02), the Trustee shall apply the
deposited money and the money from the U.S. Government Obligations through the
Paying Agent and in accordance with the provisions of the Securities of such
series and this Indenture to the payment of principal of and interest, if any,
on the Securities of such series for the payment of which such money or U.S.
Government Obligations has been deposited with the Trustee.

            The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 8.01 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of outstanding Securities.

SECTION 8.03. REPAYMENT TO COMPANY.

            The Trustee and the Paying Agent shall promptly pay to the Company
upon written request any excess money or securities held by them at any time.
The Trustee and the Paying Agent shall pay to the Company upon written request
any money or securities held by them for the payment of principal or interest,
if any, that remains unclaimed for two years. After that, Holders entitled to
the money or securities must look to the Company for payment unless an
applicable abandoned property law designates another Person.

                                  ARTICLE NINE

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01. WITHOUT CONSENT OF HOLDERS.

            The Company and the Trustee may amend or supplement this Indenture
or the Securities of any series without notice to or consent of any
Securityholder:

            (1) to cure any ambiguity, defect or inconsistency;

            (2) to comply with Section 5.01;

            (3) to establish the form or terms of Securities of any series as
      permitted by Sections 2.01 and 2.02;

            (4) to add to the covenants of the Company for the benefit of the
      Holders of all or any series of Securities (and if such covenants are to
      be for the benefit of less than all series of Securities, stating that


                                      -26-
<PAGE>

      such covenants are expressly being included solely for the benefit of such
      series) or to surrender any right or power herein conferred upon the
      Company;

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

            (6) to change or eliminate any of the provisions of this Indenture,
      PROVIDED that, except as otherwise contemplated by Section 2.02(14), any
      such change or elimination shall become effective only when there is no
      Security outstanding of any series created prior thereto which is entitled
      to the benefit of such provision;

            (7) to add or change any of the provisions of this Indenture to such
      extent as shall be necessary to permit or facilitate the issuance of
      Securities in bearer form, registrable or not registrable as to principal,
      and with or without interest coupons, or to provide for uncertificated
      Securities in addition to certificated Securities (so long as any
      "registration-required obligation" within the meaning of Section 163(f)(2)
      of the Internal Revenue Code of 1986, as amended (the "CODE") is in
      registered form for purposes of the Code);

            (8) to make any change that does not materially adversely affect the
      rights of any Securityholder; or

            (9) to comply with any requirement of the SEC in connection with the
      qualification of this Indenture under the TIA.

SECTION 9.02. WITH CONSENT OF HOLDERS.

            The Company and the Trustee may amend or supplement this Indenture
or the Securities of any series without notice to any Securityholder but with
the written consent of the Holders of a majority in aggregate principal amount
of the outstanding Securities of each series affected by such amendment or
supplement. The Holders of a majority in aggregate principal amount of the
outstanding Securities of any series may on behalf of the Holders of all
Securities of such series waive compliance by the Company with any provision of
this Indenture or of Securities of such series without notice to any
Securityholder. Without the consent of each Securityholder affected, however,
the amendment, supplement or waiver, including a waiver pursuant to Section
6.04, may not:

            (1) reduce the amount of Securities of any series whose Holders must
      consent to an amendment, supplement or waiver;

            (2) reduce the rate of or extend the time for payment of interest on
      any Security (or, in the case of an Original Issue Discount Security,
      reduce the rate of accrual of original issue discount);

            (3) reduce the principal of (or any premium payable upon the
      redemption of) or change the fixed maturity of any Security (or, in the
      case of an Original Issue Discount Security, reduce the portion of the
      principal amount that would be due and payable upon acceleration of the
      maturity thereof pursuant to Section 6.02);

            (4) change the amount or time of any payment required by any sinking
      fund provisions of the Securities of any series;

            (5) make any change that materially adversely affects the rights of
      a Holder to require the Company to purchase a Security in accordance with
      the terms thereof and this Indenture;

            (6) waive a default in the payment of the principal of or interest,
      if any, on any Security; or

            (7) make any Security payable in money or securities other than that
      stated in the Security.


                                      -27-
<PAGE>

            It shall not be necessary for the consent of the Holders under this
Section 9.02 to approve the particular form of any proposed supplement, but it
shall be sufficient if such consent approves the substance thereof.

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

SECTION 9.03. COMPLIANCE WITH THE TRUST INDENTURE ACT.

            Every amendment to or supplement of this Indenture or the Securities
shall comply with the TIA as then in effect.

SECTION 9.04. REVOCATION AND EFFECT OF CONSENTS.

            A consent to an amendment, supplement, waiver or other action by a
Holder of a Security shall bind the Holder and every subsequent Holder of a
Security or portion of a Security that evidences the same debt as the consenting
Holder's Security, even if notation of the consent is not made on any Security.
Any such Holder or subsequent Holder, however, may revoke the consent as to his
Security or portion of a Security. Such revocation shall be effective only if
the Trustee receives the notice of revocation before the date the amendment,
supplement, waiver or other action becomes effective. An amendment, supplement,
waiver or other action shall become effective on receipt by the Trustee of
written consents from the Holders of the requisite percentage in aggregate
principal amount of the outstanding Securities of the relevant series. After an
amendment, supplement or waiver becomes effective, it shall bind every
Securityholder of each series of Securities so affected.

SECTION 9.05. NOTATION ON OR EXCHANGE OF SECURITIES.

            If an amendment, supplement or waiver changes the terms of a
Security, the Trustee may require the Holder of the Security to deliver it to
the Trustee. The Trustee may place an appropriate notation on the Security about
the changed terms and return it to the Holder. Alternatively, if the Company or
the Trustee so determines, the Company in exchange for the Security shall issue
and the Trustee shall authenticate a new Security that reflects the changed
terms.

SECTION 9.06. TRUSTEE TO SIGN AMENDMENTS, ETC.

            The Trustee shall sign any amendment, supplement or waiver
authorized pursuant to this Article if the amendment, supplement or waiver does
not adversely affect the rights, duties, immunities or liabilities of the
Trustee. If it does, the Trustee may but need not sign it. The Company may not
sign an amendment or supplement until the Board of Directors approves it.

            In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modification thereby of
the trusts created by this Indenture, the Trustee shall receive, and shall be
fully protected in conclusively relying upon, an Opinion of Counsel stating that
the execution of such supplemental indenture is authorized or permitted by this
Indenture.


                                      -28-
<PAGE>

                                   ARTICLE TEN

                                  SUBORDINATION

SECTION 10.01. SUBORDINATION TERMS.

            The payment by the Company of the principal of, premium, if any, and
interest on the Securities of any series shall be subordinated in the manner and
to the extent provided in the Securities of such series, as contemplated by
Sections 2.01 and 2.02.

SECTION 10.02. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS.

            The Trustee shall not be deemed to owe any fiduciary duty to the
holders of senior indebtedness and shall not be liable to any such holders if
the Trustee shall in good faith mistakenly pay over or distribute to Holders of
Securities or to the Company or to any other person cash, property or securities
to which any holders of Senior Indebtedness shall be entitled by virtue of this
Article or otherwise. With respect to the holders of Senior Indebtedness, the
Trustee undertakes to perform or to observe only such of its covenants or
obligations as are specifically set forth in this Article and no implied
covenants or obligations with respect to holders of senior indebtedness shall be
read into this Indenture against the Trustee.

SECTION 10.03. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS; PRESERVATION
OF TRUSTEE'S RIGHTS.

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

            Nothing in this Article shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 7.07.

                                 ARTICLE ELEVEN

                                  MISCELLANEOUS

SECTION 11.01. TRUST INDENTURE ACT CONTROLS.

            If any provision of this Indenture limits, qualifies or conflicts
with the duties imposed by any of TIA ss.ss. 310 to 317, inclusive, through
operation of TIA ss. 318(c), such imposed duties shall control.

SECTION 11.02. NOTICES.

            Any notice or communication shall be sufficiently given if in
writing (including a facsimile transmission) and delivered in person or mailed
by first-class mail addressed as follows:

            If to the Company:

                     XL Capital Ltd
                     XL House
                     One Bermudiana Road
                     Hamilton HM11
                     Bermuda
                     Attention: Paul S. Giordano

            If to the Trustee:

                     The Bank of New York
                     101 Barclay Street, Floor 8 West


                                      -29-
<PAGE>

                     New York, New York 10286
                     Attn: Corporate Trust Administration

            The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

            Any notice or communication mailed to a Securityholder shall be
mailed to him by first-class mail, postage prepaid, at his address as it appears
on the registration books of the Registrar and shall be sufficiently given to
him if so mailed within the time prescribed.

            Failure to mail a notice or communication to a Securityholder or any
defect in it shall not affect its sufficiency with respect to other
Securityholders. Except for a notice to the Trustee, which is deemed given only
when received, if a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.

            Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be equivalent of such notice.
Waivers of notice by Holders of Securities shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

SECTION 11.03. COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

            Securityholders may communicate pursuant to TIA ss. 312(b) with
other Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and anyone else shall have
the protection of TIA ss. 312(c).

SECTION 11.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

            Upon any request or application by the Company to the Trustee to
take any action under this Indenture, the Company shall furnish to the Trustee:

            (1) an Officers' Certificate stating that, in the opinion of the
      signers, all conditions precedent (including any covenants compliance with
      which constitutes a condition precedent), if any, provided for in this
      Indenture relating to the proposed action have been complied with; and

            (2) an Opinion of Counsel stating that, in the opinion of such
      counsel, all such conditions precedent (including any covenants compliance
      with which constitutes a condition precedent) have been complied with.

SECTION 11.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

            Each Officers' Certificate or Opinion of Counsel with respect to
compliance with a condition or covenant provided for in this Indenture (other
than certificates provided pursuant to Section 4.03) shall include:

            (1) a statement that the person making such certificate or opinion
      has read such covenant or condition;

            (2) 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;

            (3) a statement that, in the opinion of such person, he has made
      such examination or investigation as is necessary to enable him to express
      an informed opinion as to whether or not such covenant or condition has
      been complied with; and


                                      -30-
<PAGE>

            (4) a statement as to whether or not, in the opinion of such person,
      such condition or covenant has been complied with.

SECTION 11.06. WHEN TREASURY SECURITIES DISREGARDED.

            In determining whether the Holders of the required aggregate
principal amount of Securities of any series have concurred in any direction,
waiver or consent, Securities of such series owned by the Company or by any
Affiliate of the Company shall be disregarded and treated as not outstanding,
except that for the purposes of determining whether the Trustee shall be
protected in relying on any such direction, waiver or consent, only Securities
of such series which a Responsible Officer of the Trustee actually knows are so
owned shall be so disregarded.

SECTION 11.07. RULES BY TRUSTEE AND AGENTS.

            The Trustee may make reasonable rules for action by or a meeting of
the Securityholders of all series or any series. The Registrar and Paying Agent
may make reasonable rules for its functions.

SECTION 11.08. LEGAL HOLIDAYS.

            A "LEGAL HOLIDAY" is a Saturday, a Sunday, or a day on which banking
institutions in the City of New York, New York or any place of payment are not
required to be open. If a specified date (including a date for giving notice) is
a Legal Holiday, any action to be taken on such date pursuant to this Indenture
or the Securities (including such conversion) may be taken on the next
succeeding day that is not a Legal Holiday, and, to the extent applicable, no
interest, or original issue discount, as the case may be, shall accrue for the
intervening period.

SECTION 11.09. GOVERNING LAW; WAIVER OF JURY TRIAL.

            This Indenture and the Securities shall be governed by the laws of
the State of New York, and for all purposes will be construed in accordance with
the laws of said State without giving effect to principles of conflicts of laws
of such State.

            EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE
NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

SECTION 11.10. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

            This Indenture may not be used to interpret another indenture, loan
or debt agreement of the Company or a Subsidiary. Any such indenture, loan or
debt agreement may not be used to interpret this Indenture.

SECTION 11.11. NO RECOURSE AGAINST OTHERS.

            No past, present or future director, officer, employee or
stockholder, as such, of the Company or the Trustee or any successor of either
thereof shall have any liability for any obligations of the Company or the
Trustee under the Securities or this Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation and all such
liability is hereby waived and released. Such waiver and release are part of the
consideration for the issue of the Securities.

SECTION 11.12. SUCCESSORS.

            All agreements of the Company in this Indenture and the Securities
shall bind its successor. All agreements of the Trustee in this Indenture shall
bind its successor.


                                      -31-
<PAGE>

SECTION 11.13. DUPLICATE ORIGINALS.

            The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement.

SECTION 11.14. TABLE OF CONTENTS, HEADINGS, ETC.

            The table of contents and the titles and headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part hereof, and shall in no way modify or
restrict any of the terms or provisions hereof.

SECTION 11.15. ACTS OF HOLDERS.

            (a) Any direction, consent, waiver or other action provided by this
Indenture 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. Except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Proof of execution of any such instrument or of a
writing appointing any such agent, or of the holding by any person of a
Security, shall be sufficient for any purpose of this Indenture and (subject to
Section 7.01) conclusive in favor of the Trustee, the Company and any Agent, if
made in the manner provided in this Section 11.15.

            (b) The fact and date of the execution by any Person of any such
instrument may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds. Where such execution is by a signer acting in a
capacity other than his individual capacity, such certificate or affidavit shall
also constitute sufficient proof of his authority. The fact and date of the
execution of any such instrument, or the authority of the Person executing the
same, may also be proved in any other manner which the Trustee deems sufficient.

            (c) The ownership, principal amount and serial numbers of
outstanding Securities held by any person, and the date of holding the same,
shall be provided by the security register.

            (d) If the Company shall solicit from the Holders of any Securities
any direction, consent, waiver or other authorization, the Company may at its
option (but is not obligated to), by or pursuant to a resolution of the Board of
Directors, fix in advance a record date for the determination of Holders of
Securities entitled to give such direction, consent, waiver or other
authorization. Notwithstanding TIA ss. 316(c), such record date shall be the
record date specified in or pursuant to such resolution of the Board of
Directors, which shall be a date not earlier than 30 days prior to the first
solicitation of Holders generally in connection therewith and not later than the
date such solicitation is completed. If such a record date is fixed, such
direction, consent, waiver or other authorization may be given before or after
such record date, but only the Holders of Securities of record at the close of
business on such record date shall be deemed to be Holders for the purpose of
determining whether Holders of the requisite proportion of outstanding
Securities have authorized or agreed or consented to such direction, consent,
waiver or other authorization, and for that purpose the outstanding Securities
shall be computed as of such record date; PROVIDED that no such consent or other
authorization by the Holders shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than eleven
months after the record date.

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


                                      -32-
<PAGE>

SECTION 11.16. ASSIGNMENT.

            The Company shall have the right at all times to assign any to its
rights or obligations under this Indenture to a direct or indirect wholly owned
Subsidiary of the Company; PROVIDED, HOWEVER, that, in the event of any such
assignment, the Company shall remain liable for all such obligations.

SECTION 11.17. FORCE MAJEURE.

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


                                      -33-
<PAGE>


            IN WITNESS WHEREOF, XL CAPITAL LTD has caused this Indenture to be
duly executed as a deed the day and year first before written.


By: /s/ Paul S. Giordano
    --------------------------------
    Name:  Paul S. Giordano
    Title: Executive Vice President,
           General Counsel & Secretary


<PAGE>

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

                                           THE BANK OF NEW YORK


                                           By: /s/ Remo J. Reale
                                               -----------------------------
                                               Name:  Remo J. Reale
                                               Title: Vice President