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                                                                     Exhibit 4.2


                        ENDURANCE SPECIALTY HOLDINGS LTD.

                                       AND

                              THE BANK OF NEW YORK
                                     TRUSTEE







                             SUBORDINATED INDENTURE














                             Dated as of ___________



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                           CROSS REFERENCE SHEET(*)

         Provisions of Trust Indenture Act of 1939 and Indenture to be dated as
of _______, between Endurance Specialty Holdings Ltd. and The Bank of New York,
Trustee:

Section of the Act                                        Section of Indenture
------------------                                        --------------------
310(a)(1) and (2)......................................................... 6.9
310(a)(3) and (4)................................................ Inapplicable
310(b)............................................ 6.8 and 6.10(1),(2) and (4)
310(c)........................................................... Inapplicable
311(a)................................................................... 6.13
311(b)................................................................... 6.13
311(c)........................................................... Inapplicable
312(a)............................................................ 4.1 and 4.2
312(b).................................................................... 4.2
312(c).................................................................... 4.2
313(a).................................................................... 4.3
313(b)(1)........................................................ Inapplicable
313(b)(2)................................................................. 4.3
313(c).................................... 4.3, 5.11, 6.10, 6.11, 8.2 and 12.2
313(d).................................................................... 4.3
314(a)............................................................3.4 and 3.10
314(b)........................................................... Inapplicable
314(c)(1) and (2)........................................................ 11.5
314(c)(3)........................................................ Inapplicable
314(d)........................................................... Inapplicable
314(e)................................................................... 11.5
314(f)........................................................... Inapplicable
315(a), (c) and (d)........................................................6.1
315(b)................................................................... 5.11
315(e)................................................................... 5.12
316(a)(1)........................................................ 5.9 and 5.10
316(a)(2)........................................................ Not required
316(a) (last sentence).................................................... 7.4
316(b).................................................................... 5.7
317(a).................................................................... 5.2
317(b).................................................................... 3.3
318(a)................................................................... 11.7

(*) This Cross Reference Sheet is not part of the Indenture.


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                                TABLE OF CONTENTS
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ARTICLE 1 DEFINITIONS....................................................................................1

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

ARTICLE 2 SECURITIES.....................................................................................6

Section 2.1         Forms Generally......................................................................6
Section 2.2         Form of Trustee's Certificate of Authentication......................................6
Section 2.3         Amount Unlimited; Issuable in Series.................................................6
Section 2.4         Authentication and Delivery of Securities............................................9
Section 2.5         Execution of Securities.............................................................10
Section 2.6         Certificate of Authentication.......................................................11
Section 2.7         Denomination and Date of Securities; Payments of Interest...........................11
Section 2.8         Registration, Transfer and Exchange.................................................12
Section 2.9         Mutilated, Defaced, Destroyed, Lost and Stolen Securities...........................14
Section 2.10        Cancellation of Securities; Destruction Thereof.....................................15
Section 2.11        Temporary Securities................................................................15
Section 2.12        Global Securities...................................................................16
Section 2.13        CUSIP Numbers.......................................................................16

ARTICLE 3 COVENANTS OF THE ISSUER.......................................................................16

Section 3.1         Payment of Principal, Premium and Interest..........................................16
Section 3.2         Offices for Payments, Etc...........................................................17
Section 3.3         Money for Security Payments to be Held in Trust; Unclaimed Money....................17
Section 3.4         Statements of Officers of Issuer as to Default; Notice of Default...................18
Section 3.5         Existence...........................................................................18
Section 3.6         Maintenance of Properties...........................................................19
Section 3.7         Payment of Taxes and Other Claims...................................................19
Section 3.8         Further Instruments and Acts........................................................19
Section 3.9         Commission Reports..................................................................19
Section 3.10        Luxembourg Publications.............................................................19
Section 3.11        Calculation of Original Issue Discount..............................................19

ARTICLE 4 SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE...............................19

Section 4.1         Issuer to Furnish Trustee Information as to Names and Addresses of Securityholders..19
Section 4.2         Preservation of Information; Communications to Holders..............................20
Section 4.3         Reports by the Trustee..............................................................20
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ARTICLE 5 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT...............................20

Section 5.1         Event of Default Defined; Acceleration of Maturity; Waiver of Default...............20
Section 5.2         Collection of Indebtedness by Trustee; Trustee May Prove Debt.......................23
Section 5.3         Application of Proceeds.............................................................24
Section 5.4         Suits for Enforcement...............................................................25
Section 5.5         Restoration of Rights on Abandonment of Proceedings.................................25
Section 5.6         Limitations on Suits by Securityholders.............................................25
Section 5.7         Unconditional Right of Securityholders to Institute Certain Suits...................26
Section 5.8         Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default.............26
Section 5.9         Control by Holders of Securities....................................................26
Section 5.10        Waiver of Past Defaults.............................................................26
Section 5.11        Trustee to Give Notice of Default, but May Withhold in Certain Circumstances........27
Section 5.12        Right of Court to Require Filing of Undertaking to Pay Costs........................27

ARTICLE 6 CONCERNING THE TRUSTEE........................................................................27

Section 6.1         Duties and Responsibilities of the Trustee; During Default; Prior to Default........27
Section 6.2         Certain Rights of the Trustee.......................................................28
Section 6.3         Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds
                    Thereof.............................................................................30
Section 6.4         Trustee and Agents May Hold Securities or Coupons; Collections, Etc.................30
Section 6.5         Moneys Held by Trustee..............................................................30
Section 6.6         Compensation and Indemnification of Trustee and its Prior Claim.....................30
Section 6.7         Right of Trustee to Rely on Officer's Certificate, Etc..............................31
Section 6.8         Indentures Not Creating Potential Conflicting Interests for the Trustee.............31
Section 6.9         Persons Eligible for Appointment as Trustee.........................................31
Section 6.10        Resignation and Removal; Appointment of Successor Trustee...........................31
Section 6.11        Acceptance of Appointment by Successor Trustee......................................32
Section 6.12        Merger, Amalgamation, Conversion, Consolidation or Succession to Business of Trustee33
Section 6.13        Preferential Collection of Claims Against the Issuer................................33
Section 6.14        Appointment of Authenticating Agent.................................................34
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ARTICLE 7 CONCERNING THE SECURITYHOLDERS................................................................34

Section 7.1         Evidence of Action Taken by Securityholders.........................................34
Section 7.2         Proof of Execution of Instruments and of Holding of Securities......................35
Section 7.3         Holders to Be Treated as Owners.....................................................35
Section 7.4         Securities Owned by Issuer Deemed Not Outstanding...................................36
Section 7.5         Right of Revocation of Action Taken.................................................36

ARTICLE 8 SUPPLEMENTAL INDENTURES.......................................................................36

Section 8.1         Supplemental Indentures Without Consent of Securityholders..........................36
Section 8.2         Supplemental Indentures With Consent of Securityholders.............................37
Section 8.3         Effect of Supplemental Indenture....................................................38
Section 8.4         Documents to Be Given to Trustee....................................................38
Section 8.5         Notation on Securities in Respect of Supplemental Indentures........................39
Section 8.6         Subordination Unimpaired............................................................39
Section 8.7         Conformity with Trust Indenture Act of 1939.........................................39

ARTICLE 9 CONSOLIDATION, AMALGAMATION, MERGER, SALE OR CONVEYANCE.......................................39

Section 9.1         Issuer May Consolidate, Etc., Only on Certain Terms.................................39
Section 9.2         Successor Substituted for the Issuer................................................39
Section 9.3         Restrictions on Certain Dispositions................................................39

ARTICLE 10 SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS....................................40

Section 10.1        Termination of Issuer's Obligations Under the Indenture.............................40
Section 10.2        Application of Trust Funds..........................................................41
Section 10.3        Applicability of Defeasance Provisions; Issuer's Option to Effect Defeasance or Covenant
                    Defeasance..........................................................................41
Section 10.4        Defeasance and Discharge............................................................41
Section 10.5        Covenant Defeasance.................................................................42
Section 10.6        Conditions to Defeasance or Covenant Defeasance.....................................42
Section 10.7        Deposited Money and U.S. Government Obligations to be Held in Trust.................43
Section 10.8        Repayment to Issuer.................................................................44
Section 10.9        Indemnity For U.S. Government Obligations...........................................44
Section 10.10       Reimbursement.......................................................................44

ARTICLE 11 MISCELLANEOUS PROVISIONS.....................................................................44

Section 11.1        Incorporators, Shareholders, Officers and Directors Of Issuer Exempt from Individual
                    Liability...........................................................................44
Section 11.2        Provisions of Indenture for the Sole Benefit of Parties and Holders of Securities and
                    Coupons.............................................................................44
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Section 11.3        Successors and Assigns of Issuer Bound by Indenture.................................44
Section 11.4        Notices and Demands on Issuer, Trustee and Holders of Securities and Coupons........44
Section 11.5        Officer's Certificates and Opinions of Counsel; Statements to Be Contained Therein..45
Section 11.6        Payments Due on Saturdays, Sundays and Holidays.....................................46
Section 11.7        Conflict of Any Provision of Indenture with Trust Indenture Act of 1939.............46
Section 11.8        New York Law to Govern; Waiver of Jury Trial........................................46
Section 11.9        Counterparts........................................................................46
Section 11.10       Effect of Headings..................................................................46
Section 11.11       Securities in a Foreign Currency or in ECU..........................................46
Section 11.12       Judgment Currency...................................................................47
Section 11.13       Separability Clause.................................................................47

ARTICLE 12 REDEMPTION OF SECURITIES AND SINKING FUNDS...................................................47

Section 12.1        Applicability of Article............................................................47
Section 12.2        Notice of Redemption; Partial Redemptions...........................................47
Section 12.3        Payment of Securities Called for Redemption.........................................48
Section 12.4        Exclusion of Certain Securities from Eligibility for Selection for Redemption.......49
Section 12.5        Mandatory and Optional Sinking Funds................................................49

ARTICLE 13 SUBORDINATION................................................................................51

Section 13.1        Agreement to Subordinate............................................................51
Section 13.2        Rights of Senior Indebtedness in the Event of Insolvency, Etc., of the Issuer.......51
Section 13.3        Payment Over of Proceeds Received on Securities.....................................52
Section 13.4        Payments to Holders.................................................................53
Section 13.5        Holders of Securities Authorize Trustee to Effectuate Subordination of Securities...53
Section 13.6        Notice to Trustee...................................................................53
Section 13.7        Trustee May Hold Senior Indebtedness................................................53
Section 13.8        Applicability of Article 13 to Paying Agents........................................53
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         THIS INDENTURE, dated as of _____, 2004, between ENDURANCE SPECIALTY
HOLDINGS LTD., an exempted company incorporated in Bermuda as a holding company
(the "Issuer"), and The Bank of New York, a New York banking corporation, as
trustee (the "Trustee"),

                              W I T N E S S E T H :

         WHEREAS, the Issuer has duly authorized the issue from time to time of
its unsecured subordinated notes, debentures or other evidences of its unsecured
indebtedness to be issued in one or more series (the "Securities") up to such
principal amount or amounts as may from time to time be authorized in accordance
with the terms of this Indenture;

         WHEREAS, the Issuer has duly authorized the execution and delivery of
this Indenture to provide, among other things, for the authentication, delivery
and administration of the Securities; and

         WHEREAS, all things necessary to make this Indenture a valid indenture
and agreement according to its terms have been done;

         NOW, THEREFORE:

         In consideration of the premises and the purchases of the Securities by
the holders thereof, the Issuer and the Trustee mutually covenant and agree for
the equal and proportionate benefit of the respective holders from time to time
of the Securities and of the Coupons, if any, appertaining thereto as follows:

                                   ARTICLE 1

                                   DEFINITIONS

         Section 1.1 Certain Terms Defined. The following terms (except as
otherwise expressly provided or unless the context otherwise clearly requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section. All other terms
used in this Indenture that are defined in the Trust Indenture Act of 1939 or
the definitions of which in the Securities Act of 1933 are referred to in the
Trust Indenture Act of 1939, including terms defined therein by reference to the
Securities Act of 1933 (except as herein otherwise expressly provided or unless
the context otherwise requires), shall have the meanings assigned to such terms
in said Trust Indenture Act of 1939 and in said Securities Act as in force at
the date of this Indenture. All accounting terms used herein and not expressly
defined shall have the meanings assigned to such terms in accordance with
generally accepted accounting principles, and the term "GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES" means such accounting principles as are generally
accepted at the time of any computation. The words "HEREIN," "HEREOF" and
"HEREUNDER" and other words of similar import refer to this Indenture as a whole
and not to any particular Article, Section or other subdivision. The terms
defined in this Article have the meanings assigned to them in this Article and
include the plural as well as the singular.

         "AUTHENTICATING AGENT" shall have the meaning set forth in Section
6.14.

         "AUTHORIZED NEWSPAPER" means a newspaper of general circulation, in the
official language of the country of publication or in the English language
customarily published on each Business Day whether or not published on
Saturdays, Sundays or holidays. Whenever successive publications in an
Authorized Newspaper are required hereunder they may be made (unless otherwise
expressly provided herein) on the same or different days of the week and in the
same or different Authorized Newspapers.

         "BOARD OF DIRECTORS" means either the Board of Directors of the Issuer
or any committee of such Board duly authorized to act on its behalf.


                                       1
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         "BOARD RESOLUTION" means a copy of one or more resolutions, certified
by the secretary or an assistant secretary of the Issuer to have been duly
adopted or consented to by the Board of Directors and to be in full force and
effect, and delivered to the Trustee.

         "BUSINESS DAY" means, with respect to any Security, a day that in the
city (or in any of the cities, if more than one) in which amounts are payable,
as specified in the form of such Security, and in The City of New York is not a
day on which banking institutions are authorized or required by law, executive
order or regulation to close.

         "COMMISSION" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, or if at
any time after the execution and delivery of this Indenture such Commission is
not existing and performing the duties now assigned to it under the Trust
Indenture Act of 1939, then the body performing such duties on such date.

         "CONSOLIDATED TOTAL ASSETS" means, in respect of the Issuer as of any
date of determination, the amount of total assets shown on the consolidated
balance sheet of the Issuer and its consolidated subsidiaries contained in the
most recent annual or quarterly report filed with the Commission, or if the
Issuer is not then subject to the Securities Exchange Act of 1934, the most
recent annual or quarterly report to shareholders and, in respect of any
Subsidiary as of any date of determination, the amount of total assets of such
Subsidiary and its consolidated subsidiaries from which such consolidated
balance sheet of the Issuer and its consolidated Subsidiaries was derived.

         "CORPORATE TRUST OFFICE" means the principal office of the Trustee at
which, at any time, its corporate trust business shall be administered, which
office at the date hereof is located at 101 Barclay Street, Floor 8W, New York,
NY 10286, Attention: Corporate Trust Administration, or such other address as
the Trustee may designate from time to time by notice to the Holders and the
Issuer, or the principal corporate trust office of any successor Trustee (or
such other address as such successor Trustee may designate from time to time by
notice to the Holders and the Issuer).

         "COUPON" means any interest coupon appertaining to an Unregistered
Security.

         "COVENANT DEFEASANCE" shall have the meaning set forth in Section 10.5.

         "DEFEASANCE" shall have the meaning set forth in Section 10.4.

         "DEPOSITARY" means, with respect to the Securities of any series
issuable or issued in global form, the Person designated as Depositary by the
Issuer pursuant to Section 2.3 until a successor Depositary shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"DEPOSITARY" shall mean or include each Person who is then a Depositary
hereunder, and if at any time there is more than one such Person, "DEPOSITARY"
as used with respect to the Securities of any such series shall mean the
Depositary with respect to the Registered Securities in global form of that
series.

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

         "ECU" means the European Currency Unit as defined and revised from time
to time by the Council of European Communities.

         "EVENT OF DEFAULT" means any event or condition specified as such in
Section 5.1.

         "FAIR VALUE" when used with respect to Voting Shares means the fair
value as determined in good faith by the Board of Directors of the Issuer.

         "FOREIGN CURRENCY" means a currency issued by the government of a
country other than the United States.


                                       2
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         "HOLDER," "HOLDER OF SECURITIES," "SECURITYHOLDER" or other similar
terms mean (a) in the case of any Registered Security, the person in whose name
such Security is registered in the security register kept by the Issuer for that
purpose in accordance with the terms hereof, and (b) in the case of any
Unregistered Security, the bearer of such Security, or any Coupon appertaining
thereto, as the case may be.

         "INDEBTEDNESS" shall have the meaning set forth in Section 5.1.

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

         "ISSUER" means (except as otherwise provided in Article VI) Endurance
Specialty Holdings Ltd., an exempted company incorporated in Bermuda as a
holding company and, subject to Article IX, its successors and assigns.

         "ISSUER ORDER" means a written statement, request or order of the
Issuer signed in its name by the chairman or vice chairman of the Board of
Directors, the president, any executive, senior or other vice president or the
treasurer of the Issuer.

         "JUDGMENT CURRENCY" shall have the meaning set forth in Section 11.12.

         "OFFICER'S CERTIFICATE" means a certificate signed by the chairman or
vice chairman of the Board of Directors, the president or any executive, senior
or other vice president or the treasurer of the Issuer and delivered to the
Trustee. Each such certificate shall comply with Section 314 of the Trust
Indenture Act of 1939 and include the statements provided for in Section 11.5.

         "OPINION OF COUNSEL" means an opinion in writing signed by the General
Counsel of the Issuer or by such other legal counsel who may be an employee of
or counsel to the Issuer and who shall be satisfactory to the Trustee. Each such
opinion shall comply with Section 314 of the Trust Indenture Act of 1939 and
include the statements provided for in Section 11.5.

         "ORIGINAL ISSUE DATE" of any Security (or portion thereof) means the
earlier of (1) the date of such Security or (2) the date of any Security (or
portion thereof) for which such Security was issued (directly or indirectly) on
registration of transfer, exchange or substitution.

         "ORIGINAL ISSUE DISCOUNT SECURITY" means any Security that provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to Section 5.1.

         "OUTSTANDING" (except as otherwise provided in Sections 7.4, 10.4 and
10.5), when used with reference to Securities, shall, subject to the provisions
of Sections 7.4, 10.4 and 10.5 mean, as of any particular time, all Securities
authenticated and delivered by the Trustee under this Indenture, except

         (1) Securities theretofore canceled by the Trustee or delivered to the
Trustee for cancellation;

         (2) Securities, or portions thereof, for the payment or redemption of
which moneys or U.S. Government Obligations (as provided for in Section 10.1) in
the necessary amount shall have been deposited in trust with the Trustee or with
any paying agent (other than the Issuer) or shall have been set aside,
segregated and held in trust by the Issuer for the Holders of such Securities
(if the Issuer shall act as its own paying agent), provided that if such
Securities, or portions thereof, are to be redeemed prior to the maturity
thereof, notice of such redemption shall have been given as herein provided, or
provision satisfactory to the Trustee shall have been made for giving such
notice; and


                                       3
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         (3) Securities which shall have been paid or in substitution for which
other Securities shall have been authenticated and delivered pursuant to the
terms of Section 2.9 (except with respect to any such Security as to which proof
satisfactory to the Trustee is presented that such Security is held by a person
in whose hands such Security is a legal, valid and binding obligation of the
Issuer) or Securities not deemed outstanding pursuant to Section 12.2.

         In determining whether the Holders of the requisite principal amount of
Outstanding Securities of any or all series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration
of acceleration of the maturity thereof pursuant to Section 5.1.

         "PERIODIC OFFERING" means an offering of Securities of a series from
time to time, the specific terms of which Securities, including, without
limitation, the rate or rates of interest, if any, thereon, the stated maturity
or maturities thereof and the redemption provisions, if any, with respect
thereto, are to be determined by the Issuer or its agents upon the issuance of
such Securities.

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

         "PRINCIPAL" whenever used with reference to the Securities or any
Security or any portion thereof, shall be deemed to include "and premium, if
any."

         "RECORD DATE" shall have the meaning set forth in Section 2.7.

         "REGISTERED SECURITY" means any Security registered on the Security
register of the Issuer.

         "REQUIRED CURRENCY" shall have the meaning set forth in Section 11.12.

         "RESPONSIBLE OFFICER" when used with respect to the Trustee means any
vice president, any senior trust officer or any trust officer, any assistant
vice president, any assistant treasurer, or any other officer or assistant
officer associated with the corporate trust department of the Trustee
customarily performing 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 his or her knowledge of and familiarity with the
particular subject.

         "RESTRICTED SUBSIDIARY" means (1)Endurance Specialty Insurance Ltd.,
Endurance Reinsurance Corporation of America and Endurance Worldwide Insurance
Limited so long as they are Subsidiaries of the Issuer; (2) any other future or
present Subsidiary the Consolidated Total Assets of which constitute 20 percent
or more of the Consolidated Total Assets of the Issuer; and (3) any Subsidiary
which is a successor, by merger or otherwise, to substantially all of the
business or properties of any Subsidiary referred to or described in the
foregoing clauses (1) or (2).


                                       4
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         "SENIOR INDEBTEDNESS" means the principal of and premium, if any, and
interest on (1) all indebtedness of the Issuer, whether outstanding on the date
of this Indenture or thereafter created, (a) for money borrowed by the Issuer,
(b) for money borrowed by, or obligations of, others and either assumed or
guaranteed, directly or indirectly, by the Issuer, (c) in respect of letters of
credit and acceptances issued or made by banks, or (d) constituting purchase
money indebtedness, or indebtedness secured by property included in the
property, plant and equipment accounts of the Issuer at the time of the
acquisition of such property by the Issuer, for the payment of which the Issuer
is directly liable, and (2) all deferrals, renewals, extensions and refundings
of, and amendments, modifications and supplements to, any such indebtedness. As
used in the preceding sentence the term "purchase money indebtedness" means
indebtedness evidenced by a note, debenture, bond or other instrument (whether
or not secured by any lien or other security interest) issued or assumed as all
or a part of the consideration for the acquisition of property, whether by
purchase, merger, consolidation or otherwise, unless by its terms such
indebtedness is subordinate to other indebtedness of the Issuer. Notwithstanding
anything to the contrary in this Indenture or the Securities, Senior
Indebtedness shall not include (a) any indebtedness of the Issuer which, by its
terms or the terms of the instrument creating or evidencing it, is subordinate
in right of payment to or pari passu with the Securities or (b) any indebtedness
of the Issuer to a Subsidiary.

         "SECURITY" or "SECURITIES" (except as otherwise provided in Section
7.4) has the meaning stated in the first recital of this Indenture, or, as the
case may be, Securities that have been authenticated and delivered under this
Indenture.

         "SUBSIDIARY" means any corporation, partnership or other entity of
which at the time of determination the Issuer owns or controls directly or
indirectly more than 50% of the shares of Voting Shares.

         "TRUST INDENTURE ACT OF 1939" (except as otherwise provided in Sections
8.1 and 8.2) means the Trust Indenture Act of 1939 as in force at the date as of
which this Indenture was originally executed.

         "TRUSTEE" means the Person identified as "Trustee" in the first
paragraph hereof and, subject to the provisions of Article Six, shall also
include any successor trustee. "Trustee" shall also mean or include each Person
who is then a trustee hereunder and if at any time there is more than one such
Person, "Trustee" as used with respect to the Securities of any series shall
mean the trustee with respect to the Securities of such series.

         "UNREGISTERED SECURITY" means any Security other than a Registered
Security.

         "U.S. GOVERNMENT OBLIGATIONS" means securities which are (1) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (2) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the timely payment of which is unconditionally guaranteed by the full
faith and credit of the United States of America which, in either case, are not
callable or redeemable at the option of the issuer thereof or otherwise subject
to prepayment, and shall also include a depository receipt issued by a New York
Clearing House bank or trust company as custodian with respect to any such U.S.
Government Obligation or a specific payment or interest on or principal of any
such U.S. Government Obligation held by such custodian for the account of the
holder of a depository receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt or from any amount held by the custodian in
respect of the U.S. Government Obligation or the specific payment of interest on
or principal of the U.S. Government Obligation evidenced by such depository
receipt.

         "VOTING SHARES" means shares of any class or classes having general
voting power under ordinary circumstances to elect a majority of the board of
directors, managers or trustees of the corporation in question, provided that,
for the purposes hereof, shares which carries only the right to vote
conditionally on the happening of an event shall not be considered voting shares
whether or not such event shall have happened.

         "YIELD TO MATURITY" means the yield to maturity on a series of
securities, calculated at the time of issuance of such series, or, if
applicable, at the most recent redetermination of interest on such series, and
calculated in accordance with accepted financial practice.



                                       5
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                                   ARTICLE 2

                                   SECURITIES

         Section 2.1 Forms Generally. The Securities of each series and the
Coupons, if any, to be attached thereto shall be substantially in such form (not
inconsistent with this Indenture) as shall be established by or pursuant to one
or more Board Resolutions (as set forth in a Board Resolution or, to the extent
established pursuant to rather than set forth in a Board Resolution, an
Officer's Certificate detailing such establishment) or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture and may have imprinted or otherwise reproduced thereon such legend or
legends or endorsements, not inconsistent with the provisions of this Indenture,
as may be required to comply with any law or with any rules or regulations
pursuant thereto, or with any rules of any securities exchange or to conform to
general usage, all as may be determined by the officers executing such
Securities and Coupons, if any, as evidenced by their execution of such
Securities and Coupons. If temporary Securities of any series are issued as
permitted by Section 2.11, the form thereof also shall be established as
provided in the preceding sentence. If the forms of Securities and Coupons, if
any, of the series are established by, or by action taken pursuant to, a Board
Resolution, a copy of the Board Resolution together with an appropriate record
of any such action taken pursuant thereto, including a copy of the approved form
of Securities or Coupons, if any, shall be certified by the Secretary or an
Assistant Secretary of the Issuer and delivered to the Trustee at or prior to
the delivery of the Issuer Order contemplated by Section 2.4 for the
authentication and delivery of such Securities.

         The definitive Securities and Coupons, if any, shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the officers executing such Securities and
Coupons, if any, as evidenced by their execution of such Securities and Coupons,
if any.

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

         "This is one of the Securities referred to in the within mentioned
Subordinated Indenture.

         ---------------------,
         as Trustee

         By__________________,
         Authorized Signatory"

         If at any time there shall be an Authenticating Agent appointed with
respect to any series of Securities, then the Trustee's Certificate of
Authentication to be borne by the Securities of each such series shall be
substantially as follows:

         "This is one of the Securities referred to in the within mentioned
Subordinated Indenture.

         ---------------------,
         as Authenticating Agent

         By__________________,
         Authorized Signatory"

         Section 2.3 Amount Unlimited; Issuable in Series. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.


                                       6
<PAGE>

         The Securities may be issued in one or more series and each such series
shall rank equally and pari passu with the Securities of each other series, but
all Securities issued hereunder and any Coupons and the payment of principal of
and interest on any Securities and of any Coupons shall be subordinate and
junior in right of payment, to the extent and in the manner set forth in Article
13, to all Senior Indebtedness. There shall be established in or pursuant to one
or more Board Resolutions (and to the extent established pursuant to rather than
set forth in a Board Resolution, in an Officer's Certificate detailing such
establishment) or established in one or more indentures supplemental hereto,
prior to the initial issuance of Securities of any series,

         (a) the designation of the Securities of the series, which shall
distinguish the Securities of the series from the Securities of all other
series;

         (b) any limit upon the aggregate principal amount of the Securities of
the series that may be authenticated and delivered under this Indenture (except
for Securities authenticated and delivered upon registration of transfer of, or
in exchange for, or in lieu of, other Securities of the series pursuant to
Section 2.8, 2.9, 2.11, 8.5, or 12.3);

         (c) if other than Dollars, the coin or currency in which the Securities
of that series are denominated (including, but not limited to, any Foreign
Currency or ECU);

         (d) the date or dates on which the principal of the Securities of the
series is payable;

         (e) the rate or rates at which the Securities of the series shall bear
interest, if any, the date or dates from which such interest shall accrue, on
which such interest shall be payable and (in the case of Registered Securities)
on which a record shall be taken for the determination of Holders to whom
interest is payable and/or the method by which such rate or rates or date or
dates shall be determined;

         (f) the place or places where the principal of and any interest on
Securities of the series shall be payable (if other than as provided in Section
3.2);

         (g) the right, if any, of the Issuer to redeem Securities, in whole or
in part, at its option and the period or periods within which, the price or
prices at which and any terms and conditions upon which Securities of the series
may be so redeemed, pursuant to any sinking fund or otherwise;

         (h) the obligation, if any, of the Issuer to redeem, purchase or repay
Securities of the series pursuant to any mandatory redemption, sinking fund or
analogous provisions or at the option of a Holder thereof and the price or
prices at which and the period or periods within which and any terms and
conditions upon which Securities of the series shall be redeemed, purchased or
repaid, in whole or in part, pursuant to such obligation;

         (i) if other than denominations of $1,000 and any integral multiple
thereof in the case of Registered Securities, or $1,000 and $5,000 in the case
of Unregistered Securities, the denominations in which Securities of the series
shall be issuable;

         (j) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the maturity thereof;

         (k) if other than the coin or currency in which the Securities of that
series are denominated, the coin or currency in which payment of the principal
of or interest on the Securities of such series shall be payable;

         (l) if the principal of or interest on the Securities of such series
are to be payable, at the election of the Issuer or a Holder thereof, in a coin
or currency other than that in which the Securities are denominated, the period
or periods within which, and the terms and conditions upon which, such election
may be made;


                                       7
<PAGE>

         (m) if the amount of payments of principal of and interest on the
Securities of the series may be determined with reference to an index based on a
coin or currency other than that in which the Securities of the series are
denominated, the manner in which such amounts shall be determined;

         (n) whether the Securities of the series will be issuable as Registered
Securities or Unregistered Securities (with or without Coupons), and, whether
such Securities will be issuable in global form or any combination of the
foregoing, any restrictions applicable to the offer, sale or delivery of
Unregistered Securities or the payment of interest thereon and, if other than as
provided in Section 2.8, the terms upon and locations at which Unregistered
Securities of any series may be exchanged for Registered Securities of such
series and vice versa;

         (o) whether and under what circumstances the Issuer will pay additional
amounts on the Securities of the series held by a person who is not a U.S.
person in respect of any tax, assessment or governmental charge withheld or
deducted and, if so, whether the Issuer will have the option to redeem such
Securities rather than pay such additional amounts;

         (p) if the Securities of such series are to be issuable in definitive
form (whether upon original issue or upon exchange of a temporary Security of
such series) only upon receipt of certain certificates or other documents or
satisfaction of other conditions, the form and terms of such certificates,
documents or conditions;

         (q) any Trustees, Depositaries, Authenticating Agents, paying or
transfer Agents or Registrars or any other agents with respect to the Securities
of such series;

         (r) any deletions from, modifications of or additions to the Events of
Default or covenants with respect to the Securities of such series;

         (s) provisions, if any, granting special rights to the Holders of
Securities of the series upon the occurrence of such events as may be specified;

         (t) the date as of which any Unregistered Securities of the series and
any temporary Security in global form representing Outstanding Securities of the
series shall be dated if other than the date of original issuance of the first
Security of the series to be issued;

         (u) the applicability, if any, to the Securities of or within the
series of Article X, or such other means of Defeasance or Covenant Defeasance as
may be specified for the Securities and Coupons, if any, of such series;

         (v) if the Securities of the series shall be issued in whole or in part
in global form (a) the Depositary for such global Securities, (b) the form of
any legend in addition to or in lieu of that in Section 2.4 which shall be borne
by such global security, (c) whether beneficial owners of interests in any
Securities of the series in global form may exchange such interests for
certificated Securities of such series and of like tenor of any authorized form
and denomination, and (d) if other than as provided in Section 2.8, the
circumstances under which any such exchange may occur;

         (w) the right of the Issuer, if any, to defer any payment of principal
of or interest on the Securities of the series, or any tranche thereof, and the
maximum length of any such deferral period; and

         (x) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture).


                                       8
<PAGE>

         All Securities of any one series and Coupons, if any, appertaining
thereto, shall be substantially identical, except in the case of Registered
Securities as to denomination and except as may otherwise be provided by or
pursuant to the Board Resolution or Officer's Certificate referred to above or
as set forth in any such indenture supplemental hereto. All Securities of any
one series need not be issued at the same time and may pursuant to the Board
Resolution or Officer's Certificate be issued from time to time, consistent with
the terms of this Indenture, if so provided by or pursuant to such Board
Resolution, such Officer's Certificate or in any such indenture supplemental
hereto.

         Section 2.4 Authentication and Delivery of Securities. (a) The Issuer
may deliver Securities of any series having attached thereto appropriate
Coupons, if any, executed by the Issuer to the Trustee for authentication
together with the applicable documents referred to below in this Section, and
the Trustee shall thereupon authenticate and deliver such Securities to or upon
the order of the Issuer (contained in the Issuer Order referred to below in this
Section) or pursuant to such procedures acceptable to the Trustee and to such
recipients as may be specified from time to time by an Issuer Order. The
maturity date, original issue date, interest rate and any other terms of the
Securities of such series and Coupons, if any, appertaining thereto shall be
determined by or pursuant to such Issuer Order and procedures. 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 6.1) shall be fully protected in relying upon,
unless and until such documents have been superseded or revoked:

                  (i) an Issuer Order requesting such authentication and setting
         forth delivery instructions if the Securities and Coupons, if any, are
         not to be delivered to the Issuer, provided that, with respect to
         Securities of a series subject to a Periodic Offering, (i) such Issuer
         Order may be delivered by the Issuer to the Trustee prior to the
         delivery to the Trustee of such Securities for authentication and
         delivery, (ii) the Trustee shall authenticate and deliver Securities of
         such series for original issue from time to time, in an aggregate
         principal amount not exceeding the aggregate principal amount
         established for such series, pursuant to an Issuer Order or pursuant to
         procedures acceptable to the Trustee as may be specified from time to
         time by an Issuer Order, and (iii) the maturity date or dates, original
         issue date or dates, interest rate or rates and any other terms of
         Securities of such series shall be determined by an Issuer Order or
         pursuant to such procedures;

                  (ii) any Board Resolution, Officer's Certificate and/or
         executed supplemental indenture referred to in Sections 2.1 and 2.3 by
         or pursuant to which the forms and terms of the Securities and Coupons,
         if any, were established;

                  (iii) an Officer's Certificate setting forth the form or forms
         and terms of the Securities and Coupons, if any, stating that the form
         or forms and terms of the Securities and Coupons, if any, have been
         established pursuant to Sections 2.1 and 2.3 and comply with this
         Indenture, and covering such other matters as the Trustee may
         reasonably request; and

                  (iv) at the option of the Issuer, either one or more Opinions
         of Counsel, or a letter addressed to the Trustee permitting it to
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, on one or more Opinions
         of Counsel, substantially to the effect that:

                        (1) the forms of the Securities and Coupons, if any,
         have been duly authorized and established in conformity with the
         provisions of this Indenture;

                        (2) in the case of an underwritten offering, the terms
         of the Securities have been duly authorized and established in
         conformity with the provisions of this Indenture, and, in the case
         of an offering that is not underwritten, certain terms of the
         Securities have been established pursuant to a Board Resolution, an
         Officer's Certificate or a supplemental indenture in accordance with
         this Indenture, and when such other terms as are to be established
         pursuant to procedures set forth in an Issuer Order shall have been
         established, all such terms will have been duly authorized by the
         Issuer and will have been established in conformity with the
         provisions of this Indenture;


                                       9
<PAGE>

                        (3) when the Securities and Coupons, if any, have been
         executed by the Issuer and authenticated by the Trustee in
         accordance with the provisions of this Indenture and delivered to
         and duly paid for by the purchasers thereof, they will have been
         duly issued under this Indenture, will be entitled to the benefits
         of this Indenture, and will be valid and binding obligations of the
         Issuer, enforceable in accordance with their respective terms except
         as (i) the enforceability thereof may be limited by bankruptcy,
         insolvency or similar laws affecting creditors' rights generally and
         (ii) rights of acceleration, if any, and the availability of
         equitable remedies may be limited by equitable principles of general
         applicability; and

                        (4) that all applicable laws and requirements in respect
         of the execution and delivery by the Issuer of such Securities have
         been complied with.

         In rendering such opinions, any counsel may qualify any opinions as to
enforceability by stating that such enforceability may be limited by bankruptcy,
insolvency, reorganization, liquidation, moratorium and other similar laws
affecting the rights and remedies of creditors and is subject to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law). Such counsel may rely upon opinions of other
counsel (copies of which shall be delivered to the Trustee), who shall be
counsel reasonably satisfactory to the Trustee, in which case the opinion shall
state that such counsel believes he or she and the Trustee are entitled so to
rely. Such counsel may also state that, insofar as such opinion involves factual
matters, he or she has relied, to the extent he or she deems proper, upon
certificates of officers of the Issuer and its subsidiaries and certificates of
public officials.

         (b) The Trustee shall have the right to decline to authenticate and
deliver any Securities under this Section if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken by the Issuer or
if the Trustee in good faith by its board of directors or board of trustees,
executive committee, or a trust committee of directors or trustees or
Responsible Officers shall determine that such action would expose the Trustee
to personal liability to existing Holders or would affect the Trustee's own
rights, duties or immunities under the Securities, this Indenture or otherwise.

         (c) If the Issuer shall establish pursuant to Section 2.3 that the
Securities of a series are to be issued in whole or in part in global form, then
the Issuer shall execute and the Trustee shall, in accordance with this Section
and the Issuer Order with respect to such series, authenticate and deliver one
or more Securities in global form that (a) shall represent and shall be
denominated in an amount equal to the aggregate principal amount of all of the
Securities of such series issued and not yet canceled, (b) if such Securities
are Registered Securities, shall be registered in the name of the Depositary for
such Security or Securities in global form or the nominee of such Depositary,
(c) if such Securities are Registered Securities, shall be delivered by the
Trustee to such Depositary or pursuant to such Depositary's instructions and (d)
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 the nominee of the Depositary or by a nominee of
         the Depositary to 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."

         The Trustee shall have no responsibility for any action taken or not
taken by the Depositary.

         (d) Each Depositary designated pursuant to Section 2.3 must, at the
time of its designation and at all times while it serves as Depositary, be a
clearing agency registered under the Securities Exchange Act of 1934 and any
other applicable statute or regulation.

         Section 2.5 Execution of Securities. The Securities and, if applicable,
each Coupon appertaining thereto shall be signed on behalf of the Issuer by the
chairman or vice chairman of its Board of Directors or its president or any
executive, senior or other vice president or its treasurer, which may, but need
not, be attested. Such signatures may be the manual or facsimile signatures of
the present or any future such officers. Typographical and other minor errors or
defects in any such signature shall not affect the validity or enforceability of
any Security that has been duly authenticated and delivered by the Trustee.


                                       10
<PAGE>

         In case any officer of the Issuer who shall have signed any of the
Securities or Coupons, if any, shall cease to be such officer before the
Security or Coupon so signed (or the Security to which the Coupon so signed
appertains) shall be authenticated and delivered by the Trustee or disposed of
by the Issuer, such Security or Coupon nevertheless may be authenticated and
delivered or disposed of as though the person who signed such Security or Coupon
had not ceased to be such officer of the Issuer; and any Security or Coupon may
be signed on behalf of the Issuer by such persons as, at the actual date of the
execution of such Security or Coupon, shall be the proper officers of the
Issuer, although at the date of the execution and delivery of this Indenture any
such person was not such an officer.

         Section 2.6 Certificate of Authentication. Only such Securities as
shall bear thereon a certificate of authentication substantially in the form
herein before recited, executed by the Trustee by the manual signature of one of
its authorized signatories, shall be entitled to the benefits of this Indenture
or be valid or obligatory for any purpose. No Coupon shall be entitled to the
benefits of this Indenture or shall be valid and obligatory for any purpose
until the certificate of authentication on the Security to which such Coupon
appertains shall have been duly executed by the Trustee. The execution of such
certificate by the Trustee upon any Security executed by the Issuer shall be
conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the Holder is entitled to the
benefits of this Indenture.

         Section 2.7 Denomination and Date of Securities; Payments of Interest.
The Securities of each series shall be issuable as Registered Securities or
Unregistered Securities in denominations established as contemplated by Section
2.3 or, with respect to the Registered Securities of any series, if not so
established, in denominations of $1,000 and any integral multiple thereof. If
denominations of Unregistered Securities of any series are not so established,
such Securities shall be issuable in denominations of $1,000 and $5,000. The
Securities of each series shall be numbered, lettered or otherwise distinguished
in such manner or in accordance with such plan as the officers of the Issuer
executing the same may determine with the approval of the Trustee, as evidenced
by the execution and authentication thereof.

         Each Registered Security shall be dated the date of its authentication.
Each Unregistered Security shall be dated as provided in the resolution or
resolutions of the Board of Directors of the Issuer referred to in Section 2.3.
The Securities of each series shall bear interest, if any, from the date, and
such interest shall be payable on the dates, established as contemplated by
Section 2.3.

         The person in whose name any Registered Security of any series is
registered at the close of business on any record date applicable to a
particular series with respect to any interest payment date for such series
shall be entitled to receive the interest, if any, payable on such interest
payment date notwithstanding any transfer or exchange of such Registered
Security subsequent to the record date and prior to such interest payment date,
except if and to the extent the Issuer shall default in the payment of the
interest due on such interest payment date for such series, in which case such
defaulted interest shall be paid to the persons in whose names Outstanding
Registered Securities for such series are registered at the close of business on
a subsequent record date (which shall be not less than five Business Days prior
to the date of payment of such defaulted interest) established by notice given
by mail by or on behalf of the Issuer to the Holders of Registered Securities
not less than 15 days preceding such subsequent record date. The term "record
date" as used with respect to any interest payment date (except a date for
payment of defaulted interest) for the Securities of any series shall mean the
date specified as such in the terms of the Registered Securities of such series
established as contemplated by Section 2.3, or, if no such date is so
established, if such interest payment date is the first day of a calendar month,
the fifteenth day of the next preceding calendar month or, if such interest
payment date is the fifteenth day of a calendar month, the first day of such
calendar month, whether or not such record date is a Business Day.


                                       11
<PAGE>

         Section 2.8 Registration, Transfer and Exchange. (a) The Issuer will
keep at each office or agency to be maintained for the purpose as provided in
Section 3.2 for each series of Securities a register or registers in which,
subject to such reasonable regulations as it may prescribe, it will provide for
the registration of Registered Securities of such series and the registration of
transfer of Registered Securities of such series. Such register shall be in
written form in the English language. At all reasonable times such register or
registers shall be open for inspection by the Trustee.

         (b) Subject to the prior written consent of the Bermuda Monetary
Authority, where applicable, upon due presentation for registration of transfer
of any Registered Security of any series at any such office or agency to be
maintained for the purpose as provided in Section 3.2, the Issuer shall execute
and the Trustee shall authenticate and deliver in the name of the transferee or
transferees a new Registered Security or Registered Securities of the same
series, maturity date, interest rate and original issue date in authorized
denominations for a like aggregate principal amount.

         Unregistered Securities (except for any temporary Unregistered
Securities in global form) and Coupons (except for Coupons attached to any
temporary Unregistered Securities in global form) shall be transferable by
delivery.

         (c) (i) At the option of the Holder thereof, Registered Securities of
any series (other than a Registered Security in global form, except as set forth
below) may be exchanged for a Registered Security or Registered Securities of
such series having authorized denominations and an equal aggregate principal
amount, upon surrender of such Registered Securities to be exchanged at the
agency of the Issuer that shall be maintained for such purpose in accordance
with Section 3.2 and upon payment, if the Issuer shall so require, of the
charges hereinafter provided. Whenever any Registered Securities are so
surrendered for exchange, the Issuer shall execute, and the Trustee shall
authenticate and deliver, the Registered Securities which the Holder making the
exchange is entitled to receive.

                  (ii) Unless otherwise specified as contemplated by Section
         2.3, at the option of the Holder, Unregistered Securities of such
         series may be exchanged for Registered Securities (if the Securities of
         such series are issuable in registered form) or Unregistered Securities
         (if Unregistered Securities of such series are issuable in more than
         one denomination and such exchanges are permitted by such series) of
         the same series, of any authorized denominations and of like tenor and
         aggregate principal amount, upon surrender of the Securities to be
         exchanged at the agency of the Issuer that shall be maintained for such
         purpose in accordance with Section 3.2, with all unmatured Coupons and
         all matured Coupons in default thereto appertaining. If the Holder of
         an Unregistered Security is unable to produce any such unmatured Coupon
         or Coupons or matured Coupon or Coupons in default, such exchange may
         be effected if the Unregistered Securities are accompanied by payment
         in funds acceptable to the Issuer and the Trustee in an amount equal to
         the face amount of such missing Coupon or Coupons, or the surrender of
         such missing Coupon or Coupons may be waived by the Issuer and the
         Trustee if there be furnished to them such security or indemnity as
         they may require to save each of them and any paying agent harmless. If
         thereafter the Holder of such Security shall surrender to any paying
         agent any such missing Coupon in respect of which such a payment shall
         have been made, such Holder shall be entitled to receive the amount of
         such payment as provided in Section 3.2. Notwithstanding the foregoing,
         in case any Unregistered Security of any series is surrendered at any
         such office or agency in exchange for a Registered Security of the same
         series after the close of business at such office or agency on (i) any
         record date and before the opening of business at such office or agency
         on the relevant interest payment date, or (ii) any special record date
         for payment of defaulted interest and before the opening of business at
         such office or agency on the related date for payment of defaulted
         interest, such Unregistered Security shall be surrendered without the
         Coupon relating to such interest or defaulted interest payment date or
         proposed date of payment, as the case may be (or, if such Coupon is so
         surrendered with such Unregistered Security, such Coupon shall be
         returned to the person so surrendering the Unregistered Security), and
         interest or defaulted interest, as the case may be, will not be payable
         on such date or proposed date for payment, as the case may be, in
         respect of the Registered Security issued in exchange for such
         Unregistered Security, but will be payable only to the Holder of such
         Coupon, when due in accordance with the provisions of this Indenture.


                                       12
<PAGE>

                  (iii) Registered Securities of any series may not be exchanged
         for Unregistered Securities of such series unless (i) otherwise
         specified pursuant to Section 2.3 and (ii) the Issuer has delivered to
         the Trustee an Opinion of Counsel that (A) the Issuer has received from
         the Internal Revenue Service a ruling or (B) since the date hereof,
         there has been a change in the applicable Federal income tax law, in
         either case to the effect that the inclusion of terms permitting
         Registered Securities to be exchanged for Unregistered Securities would
         result in no adverse Federal income tax effect to the Issuer or to any
         Holder. Whenever any Securities are so surrendered for exchange, the
         Issuer shall execute, and the Trustee shall authenticate and deliver,
         the Securities which the Holder making the exchange is entitled to
         receive. All Securities and Coupons surrendered upon any exchange or
         transfer provided for in this Indenture shall be canceled promptly and
         disposed of by the Trustee in accordance with its procedures for the
         disposition of cancelled securities in effect as of the date of such
         cancellation and the Trustee will deliver a certificate of disposition
         thereof to the Issuer.

         (d) All Registered Securities presented for registration of transfer,
exchange, redemption or payment shall (if so required by the Issuer or the
Trustee) be duly endorsed by, or be accompanied by a written instrument or
instruments of transfer in form satisfactory to the Issuer and the Trustee duly
executed by the Holder or his or her attorney duly authorized in writing.

                  The Issuer may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any
exchange or registration of transfer of Securities. No service charge shall be
made for any such transaction.

                  The Issuer shall not be required to exchange or register a
transfer of (a) any Securities of any series for a period of 15 days next
preceding the first mailing of notice of redemption of Securities of such series
to be redeemed or (b) any Securities selected, called or being called for
redemption, in whole or in part, except, in the case of any Security to be
redeemed in part, the portion thereof not so to be redeemed.

         (e) Notwithstanding any other provision of this Section 2.8, unless and
until it is exchanged in whole or in part for Securities in definitive
registered form, a Registered Security in global form representing all or a
portion of the Securities of 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.

                  If at any time the Depositary for any Registered Securities of
a series represented by one or more Registered Securities in global form
notifies the Issuer that it is unwilling or unable to continue as Depositary for
such Registered Securities or if at any time the Depositary for such Registered
Securities shall no longer be eligible under Section 2.4, the Issuer shall
appoint a successor Depositary eligible under Section 2.4 with respect to such
Registered Securities. If a successor Depositary eligible under Section 2.4 for
such Registered Securities is not appointed by the Issuer within 90 days after
the Issuer receives such notice or becomes aware of such ineligibility, the
Issuer's election pursuant to Section 2.3 that such Registered Securities be
represented by one or more Registered Securities in global form shall no longer
be effective and the Issuer will execute, and the Trustee, upon receipt of an
Officer's Certificate for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver, Securities of such
series in definitive registered form without Coupons, in any authorized
denominations, in an aggregate principal amount equal to the principal amount of
the Registered Security or Securities in global form representing such
Registered Securities in exchange for such Registered Security or Securities in
global form.

                  The Issuer may at any time and in its sole discretion
determine that the Registered Securities of any series issued in the form of one
or more Registered Securities in global form shall no longer be represented by a
Registered Security or Securities in global form. In such event the Issuer will
execute, and the Trustee, upon receipt of an Officer's Certificate for the
authentication and delivery of definitive Securities of such series, will
authenticate and deliver, Securities of such series in definitive registered
form without Coupons, in any authorized denominations, in an aggregate principal
amount equal to the principal amount of the Registered Security or Securities in
global form representing such Registered Securities, in exchange for such
Registered Security or Securities in global form.


                                       13
<PAGE>

                  If specified by the Issuer pursuant to Section 2.3 with
respect to Securities represented by a Registered Security in global form, the
Depositary for such Registered Security in global form may surrender such
Registered Security in global form in exchange in whole or in part for
Registered Securities of the same series in definitive form on such terms as are
acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall
execute, and the Trustee shall authenticate and deliver, without service charge,

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

                  (ii) to such Depositary a new Registered Security in global
         form in a denomination equal to the difference, if any, between the
         principal amount of the surrendered Registered Security in global form
         and the aggregate principal amount of Registered Securities
         authenticated and delivered pursuant to clause (a) above.

                  Upon the exchange of a Registered Security in global form for
Registered Securities in definitive form without Coupons, in authorized
denominations, such Registered Security in global form shall be canceled by the
Trustee or an agent of the Issuer or the Trustee. Registered Securities in
definitive form issued in exchange for a Registered Security in global form
pursuant to this Section 2.8 shall be registered in such names and in such
authorized denominations as the Depositary for such Registered Security in
global form, pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee or an agent of the Issuer or the
Trustee. The Trustee or such agent shall deliver such Securities to or as
directed by the Persons in whose names such Securities are so registered.

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

         (g) Notwithstanding anything herein or in the terms of any series of
Securities to the contrary, none of the Issuer, the Trustee or any agent of the
Issuer or the Trustee (any of which, other than the Issuer, shall conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, on an Officer's Certificate and an Opinion of Counsel) shall
be required to exchange any Unregistered Security for a Registered Security if
such exchange would result in adverse income tax consequences to the Issuer.

         (h) 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.

         Section 2.9 Mutilated, Defaced, Destroyed, Lost and Stolen Securities.
In case any Security or any Coupon appertaining to any Security shall become
mutilated, defaced or be destroyed, lost or stolen, the Issuer in its discretion
may execute, and upon the written request of any officer of the Issuer, the
Trustee shall authenticate and deliver a new Security of the same series,
maturity date, interest rate and original issue date, bearing a number or other
distinguishing symbol not contemporaneously outstanding, in exchange and
substitution for the mutilated or defaced Security, or in lieu of and in
substitution for the Security so destroyed, lost or stolen with Coupons
corresponding to the Coupons appertaining to the Securities so mutilated,
defaced, destroyed, lost or stolen, or in exchange or substitution for the
Security to which such mutilated, defaced, destroyed, lost or stolen Coupon
appertained, with Coupons appertaining thereto corresponding to the Coupons so
mutilated, defaced, destroyed, lost or stolen. In every case the applicant for a
substitute Security or Coupon shall furnish to the Issuer and to the Trustee and
any agent of the Issuer or the Trustee such security or indemnity as may be
required by them to indemnify and defend and to save each of them harmless and,
in every case of destruction, loss or theft, evidence to their satisfaction of
the destruction, loss or theft of such Security or Coupon and of the ownership
thereof and in the case of mutilation or defacement shall surrender the Security
and related Coupons to the Trustee or such agent.



                                       14
<PAGE>

                  Upon the issuance of any substitute Security or Coupon, the
Issuer may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) or its agent connected
therewith. In case any Security or Coupon which has matured or is about to
mature or has been called for redemption in full shall become mutilated or
defaced or be destroyed, lost or stolen, the Issuer may instead of issuing a
substitute Security, pay or authorize the payment of the same or the relevant
Coupon (without surrender thereof except in the case of a mutilated or defaced
Security or Coupon), if the applicant for such payment shall furnish to the
Issuer and to the Trustee and any agent of the Issuer or the Trustee such
security or indemnity as any of them may require to save each of them harmless,
and, in every case of destruction, loss or theft, the applicant shall also
furnish to the Issuer and the Trustee and any agent of the Issuer or the Trustee
evidence to their satisfaction of the destruction, loss or theft of such
Security or Coupon and of the ownership thereof.

                  Every substitute Security or Coupon of any series issued
pursuant to the provisions of this Section by virtue of the fact that any such
Security or Coupon is destroyed, lost or stolen shall constitute an additional
contractual obligation of the Issuer, whether or not the destroyed, lost or
stolen Security or Coupon shall be at any time enforceable by anyone and shall
be entitled to all the benefits of (but shall be subject to all the limitations
of rights set forth in) this Indenture equally and proportionately with any and
all other Securities or Coupons of such series duly authenticated and delivered
hereunder. All Securities and Coupons shall be held and owned upon the express
condition that, to the extent permitted by law, the foregoing provisions are
exclusive with respect to the replacement or payment of mutilated, defaced or
destroyed, lost or stolen Securities and Coupons and shall preclude any and all
other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

         Section 2.10 Cancellation of Securities; Destruction Thereof. All
Securities and Coupons surrendered for payment, redemption, registration of
transfer or exchange, or for credit against any payment in respect of a sinking
or analogous fund, if surrendered to the Issuer or any agent of the Issuer or
the Trustee or any agent of the Trustee, shall be delivered to the Trustee or
its agent for cancellation or, if surrendered to the Trustee, shall be canceled
by it; and no Securities or Coupons shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Indenture. The Trustee or
its agent shall dispose of canceled Securities and Coupons held by it in
accordance with its procedures for the disposition of cancelled securities in
effect as of the date of such cancellation. If the Issuer or its agent shall
acquire any of the Securities or Coupons, such acquisition shall not operate as
a redemption or satisfaction of the indebtedness represented by such Securities
or Coupons unless and until the same are delivered to the Trustee or its agent
for cancellation.

         Section 2.11 Temporary Securities. Pending the preparation of
definitive Securities for any series, the Issuer may execute and the Trustee
shall authenticate and deliver temporary Securities for such series (printed,
lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities of any series shall be
issuable as Registered Securities without Coupons, or as Unregistered Securities
with or without Coupons attached thereto, of any authorized denomination, and
substantially in the form of the definitive Securities of such series but with
such omissions, insertions and variations as may be appropriate for temporary
Securities, all as may be determined by the Issuer with the concurrence of the
Trustee as evidenced by the execution and authentication thereof. Temporary
Securities may contain such references to any provisions of this Indenture as
may be appropriate. Every temporary Security shall be executed by the Issuer and
be authenticated by the Trustee upon the same conditions and in substantially
the same manner, and with like effect, as the definitive Securities. Without
unreasonable delay the Issuer shall execute and shall furnish definitive
Securities of such series and thereupon temporary Registered Securities of such
series may be surrendered in exchange therefor without charge at each office or
agency to be maintained by the Issuer for that purpose pursuant to Section 3.2
and, in the case of Unregistered Securities, at any agency maintained by the
Issuer for such purpose as specified pursuant to Section 3.2, and the Trustee
shall authenticate and deliver in exchange for such temporary Securities of such
series an equal aggregate principal amount of definitive Securities of the same
series having authorized denominations and, in the case of Unregistered
Securities, having attached thereto any appropriate Coupons. Until so exchanged,
the temporary Securities of any series shall be entitled to the same benefits
under this Indenture as definitive Securities of such series, unless otherwise
established pursuant to Section 2.3. The provisions of this Section are subject
to any restrictions or limitations on the issue and delivery of temporary
Unregistered Securities of any series that may be established pursuant to
Section 2.3 (including any provision that Unregistered Securities of such series
initially be issued in the form of a single Unregistered Security in global form
to be delivered to a Depositary or agency located outside the United States and
the procedures pursuant to which Unregistered Securities in definitive or global
form of such series would be issued in exchange for such temporary Unregistered
Security in global form).


                                       15
<PAGE>

         Section 2.12 Global Securities. Neither the Trustee nor any Agent shall
have any responsibility for any actions taken or not taken by the Depositary.

         Section 2.13 CUSIP Numbers. The Issuer in issuing the Securities may
use "CUSIP" numbers (if then generally in use), and, if so used by the Issuer,
the Trustee shall use "CUSIP" numbers in notices of redemption as a convenience
to Holders; provided that any such notice may state that no representation is
made as to the correctness of such numbers either as printed on the Securities
or as contained in any notice of a redemption and that reliance may be placed
only on the other identification numbers printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.
The Issuer will promptly notify the Trustee of any change in the "CUSIP"
numbers.

                                   ARTICLE 3

                             COVENANTS OF THE ISSUER

         Section 3.1 Payment of Principal, Premium and Interest. The Issuer
covenants and agrees for the benefit of each series of Securities that it will
duly and punctually pay or cause to be paid the principal of, and premium, if
any, and interest on, each of the Securities of such series (together with any
additional amounts payable pursuant to the terms of such Securities) at the
place or places, at the respective times and in the manner provided in such
Securities and in the Coupons, if any, appertaining thereto and in this
Indenture. The interest on Securities with Coupons attached (together with any
additional amounts payable pursuant to the terms of such Securities) shall be
payable only upon presentation and surrender of the several Coupons for such
interest installments as are evidenced thereby as they severally mature. If any
temporary Unregistered Security provides that interest thereon may be paid while
such Security is in temporary form, the interest on any such temporary
Unregistered Security (together with any additional amounts payable pursuant to
the terms of such Security) shall be paid, as to the installments of interest
evidenced by Coupons attached thereto, if any, only upon presentation and
surrender thereof, and, as to the other installments of interest, if any, only
upon presentation of such Securities for notation thereon of the payment of such
interest, in each case subject to any restrictions that may be established
pursuant to Section 2.3. The interest on Registered Securities (together with
any additional amounts payable pursuant to the terms of such Securities) shall
be payable only to or upon the written order of the Holders thereof and, at the
option of the Issuer, may be paid by wire transfer or by mailing checks for such
interest payable to or upon the written order of such Holders at their last
addresses as they appear on the registry books of the Issuer.


                                       16
<PAGE>

         Section 3.2 Offices for Payments, Etc. So long as any Securities are
issued as Registered Securities, the Issuer will maintain in the Borough of
Manhattan, The City of New York, an office or agency where the Registered
Securities of each series may be presented for payment, where the Securities of
each series may be presented for exchange as is provided in this Indenture and,
if applicable, pursuant to Section 2.3 and where the Registered Securities of
each series may be presented for registration of transfer as in this Indenture
provided.

                  So long as any Securities are issued as Unregistered
Securities, the Issuer will maintain one or more offices or agencies in a city
or cities located outside the United States (including any city in which such an
agency is required to be maintained under the rules of any shares exchange on
which the Securities of such series are listed) where the Unregistered
Securities, if any, of each series and Coupons, if any, appertaining thereto may
be presented for payment. No payment on any Unregistered Security or Coupon will
be made upon presentation of such Unregistered Security or Coupon at an agency
of the Issuer within the United States nor will any payment be made by transfer
to an account in, or by mail to an address in, the United States unless pursuant
to applicable United States laws and regulations then in effect such payment can
be made without adverse tax consequences to the Issuer. Notwithstanding the
foregoing, payments in Dollars of Unregistered Securities of any series and
Coupons appertaining thereto which are payable in Dollars may be made at an
agency of the Issuer maintained in the Borough of Manhattan, The City of New
York if such payment in Dollars at each agency maintained by the Issuer outside
the United States for payment on such Unregistered Securities is illegal or
effectively precluded by exchange controls or other similar restrictions.

                  The Issuer will maintain in the Borough of Manhattan, The City
of New York, an office or agency where notices and demands to or upon the Issuer
in respect of the Securities of any series, the Coupons appertaining thereto or
this Indenture may be served.

                  The Issuer will give to the Trustee written notice of the
location of each such office or agency and of any change of location thereof. In
case the Issuer shall fail to maintain any agency required by this Section, or
shall fail to give such notice of the location or of any change in the location
of any of the above agencies, presentations and demands may be made and notices
may be served at the Corporate Trust Office of the Trustee.

                  The Issuer may from time to time designate one or more
additional offices or agencies where the Securities of a series and any Coupons
appertaining thereto may be presented for payment, where the Securities of that
series may be presented for exchange as provided in this Indenture and pursuant
to Section 2.3 and where the Registered Securities of that series may be
presented for registration of transfer as in this Indenture provided, and the
Issuer may from time to time rescind any such designation, as the Issuer may
deem desirable or expedient; provided, however, that no such designation or
rescission shall in any manner relieve the Issuer of its obligation to maintain
the agencies provided for in this Section. The Issuer will give to the Trustee
prompt written notice of any such designation or rescission thereof.

         Section 3.3 Money for Security Payments to be Held in Trust; Unclaimed
Money. If the Issuer shall at any time act as its own paying agent, it will, on
or before each due date of the principal of and premium, if any, or interest on
any of the Securities, segregate and hold in trust for the benefit of the
Holders entitled thereto a sum sufficient to pay the principal (and premium, if
any) or interest so becoming due until such sums shall be paid to such Holders
or otherwise disposed of as herein provided and will promptly notify the Trustee
of its action or failure so to act.

                  Whenever the Issuer shall have one or more paying agents, it
will, on or prior to each due date of the principal of and premium, if any, or
interest on any Securities, deposit with the paying agent or paying agents a sum
sufficient to pay the principal, premium, if any, or interest so becoming due,
such sum to be held in trust for the benefit of the Holders entitled to such
principal, premium, if any, or interest, and, unless such paying agent is the
Trustee, the Issuer will promptly notify the Trustee of its action or failure so
to act.


                                       17
<PAGE>

                  The Issuer will cause each paying agent other than the Trustee
to execute and deliver to the Trustee an instrument in which such paying agent
shall agree with the Trustee, subject to the provisions of this Section, that
such paying agent will:

         (a) hold all sums held by it for the payment of the principal of and
premium, if any, or interest on Securities in trust for the benefit of the
Holders entitled thereto until such sums shall be paid to such Persons or
otherwise disposed of as herein provided;

         (b) give the Trustee notice of any default by the Holders (or any other
obligor upon the Securities) in the making of any payment of principal and
premium, if any, or interest; and

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

                  The Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Issuer Order direct any paying agent to pay, to the Trustee all sums held in
trust by the Issuer or such paying agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Issuer or
such paying agent and, upon such payment by any paying agent to the Trustee,
such paying agent shall be released from all further liability with respect to
such money.

                  Any money deposited with the Trustee or any paying agent, or
then held by the Issuer in trust for the payment of the principal of and
premium, if any, or interest on any Security and remaining unclaimed for two
years after such principal and premium, if any, or interest has become due and
payable shall be paid to the Issuer on Issuer Order, or, if then held by the
Issuer, shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Issuer for
payment thereof, and all liability of the Trustee or such paying agent with
respect to such trust money, and all liability of the Issuer as trustee thereof,
shall thereupon cease; provided, however, that the Trustee or such paying agent,
before being required to make any such repayment, shall at the expense of the
Issuer cause to be published at least once, in an Authorized Newspaper in the
Borough of Manhattan, The City of New York, and at least once in an Authorized
Newspaper in London, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to the Issuer.

         Section 3.4 Statements of Officers of Issuer as to Default; Notice of
Default. (a) The Issuer will deliver to the Trustee, within 120 days after the
end of each fiscal year of the Issuer ending after the date hereof, a
certificate, signed by the principal executive officer, principal financial
officer or principal accounting officer, stating whether or not to the best
knowledge of the signer thereof the Issuer is in default (without regard to
periods of grace or requirements of notice) in the performance and observance of
any of the terms, provisions and conditions hereof, and if the Issuer shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

         (b) The Issuer shall file with the Trustee written notice of the
occurrence of any default or Event of Default within five Business Days of its
becoming aware of any such default or Event of Default.

         Section 3.5 Existence. Subject to Article IX, the Issuer will do or
cause to be done all things necessary to preserve and keep in full force and
effect its existence, rights (charter and statutory) and franchises and those of
each of its Subsidiaries; provided, however, that the Issuer shall not be
required to preserve any such right or franchise if its Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Issuer or the business of any Subsidiary and that the loss
thereof is not disadvantageous in any material respect to the Holders.


                                       18
<PAGE>

         Section 3.6 Maintenance of Properties. The Issuer will cause all
properties used or useful in the conduct of its business or the business of any
Subsidiary to be maintained and kept in good condition, repair and working order
and supplied with all necessary equipment and will cause to be made all
necessary repairs, renewals, replacements, betterments and improvements thereof,
all as in the judgment of the Issuer may be necessary so that the business
carried on in connection therewith may be properly and advantageously conducted
at all times; provided, however, that nothing in this Section shall prevent the
Issuer from discontinuing the operation or maintenance of any of such properties
if such discontinuance is, in the judgment of the Issuer, desirable in the
conduct of its business or the business of any Subsidiary and not
disadvantageous in any material respect to the Holders.

         Section 3.7 Payment of Taxes and Other Claims. The Issuer shall pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (1) all taxes, assessments and governmental charges (including
withholding taxes and any penalties, interest and additions to taxes) levied or
imposed upon the Issuer or any Subsidiary or upon the income, profits or
property of the Issuer or any Subsidiary, and (2) all material lawful claims for
labor, materials and supplies which, if unpaid, might by law become a lien upon
the property of the Issuer or any Subsidiary; provided, however, that the Issuer
shall not be required to pay or discharge or cause to be paid or discharged any
such tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings and for which disputed
amounts adequate reserves have been made.

         Section 3.8 Further Instruments and Acts. Upon request of the Trustee,
the Issuer will execute and deliver such further instruments and perform such
further acts as may be reasonably necessary or proper to carry out more
effectively the purposes of this Indenture.

         Section 3.9 Commission Reports. The Issuer shall file with the Trustee,
within 15 days after it files such annual and quarterly reports, information,
documents and other reports with the Commission, copies of its annual report and
of the information, documents and other reports (or copies of such portions of
any of the foregoing as the Commission may by rules and regulations prescribe)
which the Issuer is required to file with the Commission 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 Issuer's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officer's
Certificates). The Trustee shall be under no obligation to analyze or make any
credit decisions with respect to reports or other information received by it
pursuant to this section, but shall hold such reports and other information
solely for the benefit of, and review by, the security holders.

         Section 3.10 Luxembourg Publications. In the event of the publication
of any notice pursuant to Section 3.3, 5.11, 6.10, 6.11, 8.2 or 12.2, the party
making such publication in the Borough of Manhattan, The City of New York and
London shall also, to the extent that notice is required to be given to Holders
of Securities of any series by applicable Luxembourg law or stock exchange
regulation, as evidenced by an Officer's Certificate delivered to such party,
make a similar publication in Luxembourg

         Section 3.11 Calculation of Original Issue Discount. The Issuer shall
file with the Trustee promptly at the end of each calendar year (i) a written
notice specifying the amount of original issue discount (including daily rates
and accrual periods) accrued on Outstanding Securities, if any, as of the end of
such year and (ii) such other specific information relating to such original
issue discount as may then be relevant under the Internal Revenue Code of 1986,
as amended from time to time.

                                   ARTICLE 4

         SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE

 Section 4.1 Issuer to Furnish Trustee Information as to Names and Addresses of
Securityholders. If and so long as the Trustee shall not be the Security
registrar for the Securities of any series, the Issuer and any other obligor on
the Securities will furnish or cause to be furnished to the Trustee a list in
such form as the Trustee may reasonably require of the names and addresses of
the Holders of the Registered Securities of such series pursuant to Section 312
of the Trust Indenture Act of 1939 (1) semi-annually not more than 5 days after
each record date for the payment of interest on such Registered Securities, as
hereinabove specified, as of such record date and on dates to be determined
pursuant to Section 2.3 for non-interest bearing Registered Securities in each
year, and (2) at such other times as the Trustee may request in writing, within
thirty days after receipt by the Issuer of any such request as of a date not
more than 15 days prior to the time such information is furnished.


                                       19
<PAGE>

         Section 4.2 Preservation of Information; Communications to Holders.

         (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 4.1 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar or paying agent. The Trustee may destroy any list furnished to it as
provided in Section 4.1 upon receipt of a new list so furnished.

         (b) The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided by the
Trust Indenture Act of 1939.

         (c) Every Holder of Securities, by receiving and holding the same,
agrees with the Issuer and the Trustee that neither the Issuer nor the Trustee
nor any agent of any of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with Sections 4.1 and 4.2(2), regardless of the source from which
such information was derived, and that the Trustee shall not be held accountable
by reason of mailing any material pursuant to a request made under Section
4.2(2).

         Section 4.3 Reports by the Trustee. Any Trustee's report required under
Section 313(a) of the Trust Indenture Act of 1939 shall be transmitted within 60
days after April 15 in each year beginning 2005, as provided in Section 313(c)
of the Trust Indenture Act of 1939, so long as any Securities are Outstanding
hereunder, and shall be dated as of April 15, if required by and in compliance
with Section 313(a) of the Trust Indenture Act of 1939.

         A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each shares exchange, if any, upon which
the Securities are listed, with the Commission and with the Issuer. The Issuer
will promptly notify the Trustee when the Securities are listed on any shares
exchange and of any delisting thereof.

                                   ARTICLE 5

         REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

         Section 5.1 Event of Default Defined; Acceleration of Maturity; Waiver
of Default. "Event of Default" with respect to Securities of any series wherever
used herein, means each one of the following events which shall have occurred
and be continuing (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body) unless it is either inapplicable to
a particular series or it is specifically deleted or modified in an indenture
supplemental hereto, if any, under which such series of Securities is issued:

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


                                       20
<PAGE>

         (b) default in the payment of all or any part of the principal of, or
premium, if any, on any of the Securities of such series as and when the same
shall become due and payable either at maturity, upon any redemption, by
declaration or otherwise; provided, however, that if the Issuer is permitted by
the terms of the Securities of the applicable series to defer the payment in
question, the date on which such payment is due and payable shall be the date on
which the Issuer is required to make payment following such deferral, if such
deferral has been elected pursuant to the terms of the Securities of that series
(subject to any deferral of any due date in the case of an Extension Period); or

         (c) default in the payment of any sinking fund installment as and when
the same shall become due and payable by the terms of the Securities of such
series; or

         (d) failure on the part of the Issuer duly to observe or perform any
other of the covenants or agreements on the part of the Issuer in the Securities
of such series (other than a covenant or agreement in respect of the Securities
of such series a default in the performance or breach of which is elsewhere in
this Section specifically dealt with) or contained in this Indenture (other than
a covenant or agreement included in this Indenture solely for the benefit of a
series of Securities other than such series) for a period of 90 days after the
date on which written notice specifying such failure, stating that such notice
is a "Notice of Default" hereunder and demanding that the Issuer remedy the
same, shall have been given by registered or certified mail, return receipt
requested, to the Issuer by the Trustee, or to the Issuer and the Trustee by the
holders of at least 25% in aggregate principal amount of the Outstanding
Securities of all series affected thereby; or

         (e) a decree or order by a court having jurisdiction in the premises
shall have been entered adjudging the Issuer or any Restricted Subsidiary as
bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization of the Issuer or any Restricted Subsidiary under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, and such
decree or order shall have continued undischarged and unstayed for a period of
120 days; or a decree or order of a court having jurisdiction in the premises
for the appointment of a receiver or liquidator or trustee or assignee in
bankruptcy or insolvency of the Issuer or any Restricted Subsidiary or of its or
their property, or for the winding up or liquidation of its or their affairs,
shall have been entered, and such decree or order shall have remained in force
and unstayed for a period of 120 days; or

         (f) the Issuer or any Restricted Subsidiary shall commence a voluntary
case under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or consent to the entry of an order for relief in an
involuntary case under any such law, or consent to the appointment or taking
possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of the Issuer or any Restricted Subsidiary or for any
substantial part of its or their property, or make any general assignment for
the benefit of creditors or shall admit in writing its inability to pay its or
their respective debts generally as they become due; or

         (g) an event of default, as defined in any one or more mortgages,
indentures, instruments, bonds, debentures, notes or other similar instruments
under which there may be issued, or by which there may be secured or evidenced,
any indebtedness (other than the Securities of such series or nonrecourse
obligations) ("Indebtedness") in excess of $50,000,000 for money borrowed by the
Issuer or a Restricted Subsidiary shall occur (after giving effect to any
applicable grace period), if such event of default shall result in the
acceleration of such Indebtedness prior to its expressed maturity unless such
Indebtedness is discharged or such acceleration is cured, waived, rescinded or
annulled within 30 days after written notice thereof shall have been given by
registered or certified mail, return receipt requested, to the Issuer by the
Trustee or to the Issuer and the Trustee by the Holders of at least 25% in
aggregate principal amount of the Outstanding Securities (treated as one class)
which notice shall state that it is a "Notice of Default" hereunder; or

         (h) any other Event of Default provided in the supplemental indenture
under which such series of Securities is issued or in the form of Security for
such series; provided that if any such default or acceleration referred to in
clause (7) above shall cease or be cured, waived, rescinded or annulled, then
the Event of Default hereunder by reason thereof shall be deemed likewise to
have been thereupon cured.


                                       21
<PAGE>

                  If an Event of Default described in clause (a), (b), (c), (d)
or (h) (if the Event of Default under clause (d) or (h), as the case may be, is
with respect to less than all series of Securities then Outstanding) occurs and
is continuing, then, and in each and every such case, except for any series of
Securities the principal of which shall have already become due and payable,
either the Trustee or the Holders of not less than 25% in aggregate principal
amount of the Securities of each such affected series then Outstanding hereunder
(voting as a single class) by notice in writing to the Issuer (and to the
Trustee if given by Securityholders), may declare the entire principal (or, if
the Securities of any such affected series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of such series) of all Securities of all such affected series, and the
interest accrued thereon, if any, to be due and payable immediately, and upon
any such declaration, the same shall become immediately due and payable. If an
Event of Default described in clause (d) or (h) (if the Event of Default under
clause (d) or (h), as the case may be, is with respect to all series of
Securities then Outstanding) or (g) occurs and is continuing, then and in each
and every such case, unless the principal of all the Securities shall have
already become due and payable, either the Trustee or the Holders of not less
than 25% in aggregate principal amount of all the Securities then Outstanding
hereunder (treated as one class), by notice in writing to the Issuer (and to the
Trustee if given by Securityholders), may declare the entire principal (or, if
any Securities are Original Issue Discount Securities, such portion of the
principal as may be specified in the terms thereof) of all the Securities then
Outstanding, and interest accrued thereon, if any, to be due and payable
immediately, and upon any such declaration the same shall become immediately due
and payable. If an Event of Default specified in clause (e) or (f) occurs, all
unpaid principal (or, if any Securities are Original Issue Discount Securities,
such portion of the principal as may be specified in the terms thereof) of all
the Securities then Outstanding, and interest accrued thereon, if any, shall be
due and payable immediately, without any declaration or other act on the part of
the Trustee or any Securityholder.

                  The foregoing provisions, however, are subject to the
condition that if, at any time after the principal (or, if the Securities are
Original Issue Discount Securities, such portion of the principal as may be
specified in the terms thereof) of the Securities of any series (or of all the
Securities, as the case may be) shall have been so declared due and payable, and
before any judgment or decree for the payment of the moneys due shall have been
obtained or entered as hereinafter provided, the Issuer shall pay or shall
deposit with the Trustee a sum sufficient to pay all matured installments of
interest upon all the Securities of such series (or of all the Securities, as
the case may be) and the principal of any and all Securities of each such series
(or of all the Securities, as the case may be) which shall have become due
otherwise than by acceleration (with interest upon such principal and, to the
extent that payment of such interest is enforceable under applicable law, on
overdue installments of interest, at the same rate as the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) specified
in the Securities of each such series (or at the respective rates of interest or
Yields to Maturity of all the Securities, as the case may be) to the date of
such payment or deposit) and such amount as shall be sufficient to cover
reasonable compensation to the Trustee and each predecessor Trustee, its agents,
attorneys and counsel, and all other expenses and liabilities incurred, and all
advances made, by the Trustee and each predecessor Trustee except as a result of
negligence, bad faith or willful misconduct, and if any and all Events of
Default under the Indenture, other than the non-payment of the principal of
Securities which shall have become due by acceleration, shall have been cured,
waived or otherwise remedied as provided herein, then and in every such case the
Holders of a majority in aggregate principal amount of all the Securities of
each such series, or of all the Securities, in each case voting as a single
class, then Outstanding, by written notice to the Issuer and to the Trustee, may
waive all defaults with respect to each such series (or with respect to all the
Securities, as the case may be) and rescind and annul such declaration and its
consequences, but no such waiver or rescission and annulment shall extend to or
shall affect any subsequent default or shall impair any right consequent
thereon.

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


                                       22
<PAGE>

         Section 5.2 Collection of Indebtedness by Trustee; Trustee May Prove
Debt. (a) The Issuer covenants that (a) in case default shall be made in the
payment of any installment of interest on any of the Securities of any series
when such interest shall have become due and payable, and such default shall
have continued for a period of 30 days or (b) in case default shall be made in
the payment of all or any part of the principal of any of the Securities of any
series when the same shall have become due and payable, whether upon maturity of
the Securities of such series or upon any redemption or by declaration or
otherwise, then upon demand of the Trustee, the Issuer will pay to the Trustee
for the benefit of the Holders of the Securities of such series the whole amount
that then shall have become due and payable on all Securities of such series,
and such Coupons, for principal or interest, as the case may be (with interest
to the date of such payment upon the overdue principal and, to the extent that
payment of such interest is enforceable under applicable law, on overdue
installments of interest at the same rate as the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) specified in the
Securities of such series); and in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including
reasonable compensation to the Trustee and each predecessor Trustee, their
respective agents, attorneys and counsel, and any expenses and liabilities
incurred, and all advances made, by the Trustee and each predecessor Trustee
except as a result of its negligence, bad faith or willful misconduct.

                  Until such demand is made by the Trustee, the Issuer may pay
the principal of and interest on the Securities of any series to the registered
holders, whether or not the Securities of such series be overdue.

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

         (c) In case there shall be pending proceedings relative to the Issuer
or any other obligor upon the Securities under Title 11 of the United States
Code or any other applicable Federal or state bankruptcy, insolvency or other
similar law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Issuer or its property or such other
obligor, or in case of any other comparable judicial proceedings relative to the
Issuer or other obligor upon the Securities, or to the creditors or property of
the Issuer or such other obligor, the Trustee, irrespective of whether the
principal of the Securities shall then be due and payable as therein expressed
or by declaration or otherwise and irrespective of whether the Trustee shall
have made any demand pursuant to the provisions of this Section, shall be
entitled and empowered, by intervention in such proceedings or otherwise:

                  (i) to file and prove a claim or claims for the whole amount
         of principal and interest (or, if the Securities of any series are
         Original Issue Discount Securities, such portion of the principal
         amount as may be specified in the terms of such series) owing and
         unpaid in respect of the Securities of any series, and to file such
         other papers or documents as may be necessary or advisable in order to
         have the claims of the Trustee (including any claim for reasonable
         compensation to the Trustee and each predecessor Trustee, and their
         respective agents, attorneys and counsel, and for reimbursement of all
         expenses and liabilities incurred, and all advances made, by the
         Trustee and each predecessor Trustee, except as a result of negligence,
         bad faith or willful misconduct) and of the Securityholders allowed in
         any judicial proceedings relative to the Issuer or other obligor upon
         the Securities, or to the creditors or property of the Issuer or such
         other obligor,


                                       23
<PAGE>

                  (ii) unless prohibited by applicable law and regulations, to
         vote on behalf of the holders of the Securities of any series in any
         election of a trustee or a standby trustee in arrangement,
         reorganization, liquidation or other bankruptcy or insolvency
         proceedings or person performing similar functions in comparable
         proceedings, and

                  (iii) to collect and receive any moneys or other property
         payable or deliverable on any such claims, and to distribute all
         amounts received with respect to the claims of the Securityholders and
         of the Trustee on their behalf; and any trustee, receiver, or
         liquidator, custodian or other similar official is hereby authorized by
         each of the Securityholders to make payments to the Trustee, and, in
         the event that the Trustee shall consent to the making of payments
         directly to the Securityholders, to pay to the Trustee such amounts as
         shall be sufficient to cover reasonable compensation to the Trustee,
         each predecessor Trustee and their respective agents, attorneys and
         counsel, and all other expenses and liabilities incurred, and all
         advances made, by the Trustee and each predecessor Trustee except as a
         result of negligence, bad faith or willful misconduct.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or vote for or accept or adopt on behalf of
any Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities of any series or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Securityholder in any such proceeding except, as aforesaid, to vote for the
election of a trustee in bankruptcy or similar person.

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

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

         Section 5.3 Application of Proceeds. Any moneys collected by the
Trustee pursuant to this Article in respect of any series shall, subject to the
subordination provisions hereof, be applied in the following order at the date
or dates fixed by the Trustee and, in case of the distribution of such moneys on
account of principal or interest, upon presentation of the several Securities
and Coupons appertaining to such Securities in respect of which monies have been
collected and stamping (or otherwise noting) thereon the payment, or issuing
Securities of such series in reduced principal amounts in exchange for the
presented Securities of like series if only partially paid, or upon surrender
thereof if fully paid:

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

                  SECOND: In case the principal of the Securities of such series
in respect of which moneys have been collected shall not have become and be then
due and payable, to the payment of interest on the Securities of such series in
default in the order of the maturity of the installments of such interest, with
interest (to the extent that such interest has been collected by the Trustee)
upon the overdue installments of interest at the same rate as the rate of
interest or Yield to Maturity (in the case of Original Issue Discount
Securities) specified in such Securities, such payments to be made ratably to
the persons entitled thereto, without discrimination or preference;


                                       24
<PAGE>

                  THIRD: In case the principal of the Securities of such series
in respect of which moneys have been collected shall have become and shall be
then due and payable, to the payment of the whole amount then owing and unpaid
upon all the Securities of such series for principal and interest, with interest
upon the overdue principal, and (to the extent that such interest has been
collected by the Trustee) upon overdue installments of interest at the same rate
as the rate of interest or Yield to Maturity (in the case of Original Issue
Discount Securities) specified in the Securities of such series; and in case
such moneys shall be insufficient to pay in full the whole amount so due and
unpaid upon the Securities of such series, then to the payment of such principal
and interest or Yield to Maturity, without preference or priority of principal
over interest or Yield to Maturity, or of interest or Yield to Maturity over
principal, or of any installment of interest over any other installment of
interest, or of any Security of such series over any other Security of such
series, ratably to the aggregate of such principal and accrued and unpaid
interest or Yield to Maturity; and

                  FOURTH: To the payment of the remainder, if any, to the Issuer
or any other person lawfully entitled thereto.

         Section 5.4 Suits for Enforcement. In case an Event of Default has
occurred, has not been waived and is continuing, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture or in aid of the exercise
of any power granted in this Indenture or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.

         Section 5.5 Restoration of Rights on Abandonment of Proceedings. In
case the Trustee shall have proceeded to enforce any right under this Indenture
and such proceedings shall have been discontinued or abandoned for any reason,
or shall have been determined adversely to the Trustee, then and in every such
case the Issuer and the Trustee shall be restored respectively to their former
positions and rights hereunder, and all rights, remedies and powers of the
Issuer, the Trustee and the Securityholders shall continue as though no such
proceedings had been taken.

         Section 5.6 Limitations on Suits by Securityholders. No Holder of any
Security of any series or of any Coupon appertaining thereto shall have any
right by virtue or by availing of any provision of this Indenture to institute
any action or proceeding at law or in equity or in bankruptcy or otherwise upon
or under or with respect to this Indenture, or for the appointment of a trustee,
receiver, liquidator, custodian or other similar official or for any other
remedy hereunder, unless such Holder previously shall have given to the Trustee
written notice of default and of the continuance thereof, as hereinbefore
provided, and unless also the Holders of not less than 25% in aggregate
principal amount of the Securities of each affected series then Outstanding
(treated as a single class) shall have made written request upon the Trustee to
institute such action or proceedings in its own name as trustee hereunder and
shall have offered to the Trustee such indemnity reasonably satisfactory to it
against the costs, expenses and liabilities to be incurred therein or thereby
and the Trustee for 60 days after its receipt of such notice, request and offer
of indemnity shall have failed to institute any such action or proceeding and no
direction inconsistent with such written request shall have been given to the
Trustee pursuant to Section 5.9; it being understood and intended, and being
expressly covenanted by the taker and Holder of every Security or Coupon with
every other taker and Holder and the Trustee, that no one or more Holders of
Securities of any series or Coupons appertaining to such Securities shall have
any right in any manner whatever by virtue or by availing of any provision of
this Indenture to affect, disturb or prejudice the rights of any other such
Holder of Securities or Coupons appertaining to such Securities, or to obtain or
seek to obtain priority over or preference to any other such Holder or to
enforce any right under this Indenture, except in the manner herein provided and
for the equal, ratable and common benefit of all Holders of Securities of the
applicable series and Coupons appertaining to such Securities. For the
protection and enforcement of the provisions of this Section, each and every
Securityholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.


                                       25
<PAGE>

         Section 5.7 Unconditional Right of Securityholders to Institute Certain
Suits. Notwithstanding any other provision in this Indenture and any provision
of any Security, the right of any Holder of any Security or Coupon to receive
payment of the principal of and interest on such Security or Coupon on or after
the respective due dates expressed in such Security or Coupon, or to institute
suit for the enforcement of any such payment on or after such respective dates
shall not be impaired or affected without the consent of such Holder.

         Section 5.8 Powers and Remedies Cumulative; Delay or Omission Not
Waiver of Default. Except as provided in Section 5.6, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders of Securities or
Coupons is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

                  No delay or omission of the Trustee or of any Holder of
Securities or Coupons to exercise any right or power accruing upon any Event of
Default occurring and continuing as aforesaid shall impair any such right or
power or shall be construed to be a waiver of any such Event of Default or an
acquiescence therein; and, subject to Section 5.6, every power and remedy given
by this Indenture or by law to the Trustee or to the Holders of Securities or
Coupons may be exercised from time to time, and as often as shall be deemed
expedient, by the Trustee or by the Holders of Securities or Coupons.

         Section 5.9 Control by Holders of Securities. The Holders of a majority
in aggregate principal amount of the Securities of each series affected (with
all such series voting as a single class) at the time Outstanding shall have the
right to direct the time, method, and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee with respect to the Securities of such series by this Indenture;
provided that such direction shall not be otherwise than in accordance with law
and the provisions of this Indenture; provided further that (subject to the
provisions of Section 6.1) the Trustee shall have the right to decline to follow
any such direction if the Trustee, being advised by counsel, shall determine
that the action or proceeding so directed may not lawfully be taken or if the
Trustee in good faith by its board of directors, the executive committee, or a
trust committee of directors or Responsible Officers of the Trustee shall
determine that the action or proceedings so directed would involve the Trustee
in personal liability or if the Trustee in good faith shall so determine that
the actions or forbearances specified in or pursuant to such direction would be
unduly prejudicial to the interests of Holders of the Securities of all series
so affected not joining in the giving of said direction, it being understood
that (subject to Section 6.1) the Trustee shall have no duty to ascertain
whether or not such actions or forbearances are unduly prejudicial to such
Holders.

                  Nothing in this Indenture shall impair the right of the
Trustee in its discretion to take any action deemed proper by the Trustee and
which is not inconsistent with such direction or directions by Securityholders.

         Section 5.10 Waiver of Past Defaults. Prior to the acceleration of the
maturity of any Securities as provided in Section 5.1, the Holders of a majority
in aggregate principal amount of the Securities of all series at the time
Outstanding with respect to which an Event of Default shall have occurred and be
continuing, may (voting as a single class) on behalf of the Holders of all such
Securities waive any past default or Event of Default described in Section 5.1
and its consequences, except a default in respect of a covenant or provision
hereof which cannot be modified or amended without the consent of the Holder of
each Security affected. In the case of any such waiver, the Issuer, the Trustee
and the Holders of all such Securities shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend to
any subsequent or other default or impair any right consequent thereon.

                  Upon any such waiver, such default shall cease to exist and be
deemed to have been cured and not to have occurred, and any Event of Default
arising therefrom shall be deemed to have been cured, and not to have occurred
for every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon.


                                       26
<PAGE>

         Section 5.11 Trustee to Give Notice of Default, but May Withhold in
Certain Circumstances. The Trustee shall, within ninety days after the
occurrence of a default with respect to the Securities of any series, give
notice of all defaults with respect to that series actually known to a
Responsible Officer of the Trustee (1) if any Unregistered Securities of that
series are then Outstanding, to the Holders thereof, by publication at least
once in an Authorized Newspaper in the Borough of Manhattan, The City of New
York and at least once in an Authorized Newspaper in London (and, if required by
Section 3.10, at least once in an Authorized Newspaper in Luxembourg) and (2) to
all Holders of Securities of such series in the manner and to the extent
provided in Section 313(c) of the Trust Indenture Act of 1939, unless in each
case such defaults shall have been cured before the mailing or publication of
such notice (the term "defaults" for the purpose of this Section being hereby
defined to mean any event or condition which is, or with notice or lapse of time
or both would become, an Event of Default); provided that, except in the case of
default in the payment of the principal of or interest on any of the Securities
of such series, or in the payment of any sinking fund installment on such
series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee, or a trust committee of
directors or trustees and/or Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interests of the
Securityholders of such series.

         Section 5.12 Right of Court to Require Filing of Undertaking to Pay
Costs. All parties to this Indenture agree, and each Holder of any Security or
Coupon by his or her acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in such suit, having
due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Securityholder or group
of Securityholders of any series holding in the aggregate more than 10% in
aggregate principal amount of the Securities of such series, or, in the case of
any suit relating to or arising under clause (4) or (8) of Section 5.1 (if the
suit relates to Securities of more than one but less than all series), 10% in
aggregate principal amount of Securities then Outstanding and affected thereby,
or in the case of any suit relating to or arising under clause (4) or (8) (if
the suit under clause (4) or (8) relates to all the Securities then
Outstanding), (5), (6) or (7) of Section 5.1, 10% in aggregate principal amount
of all Securities then Outstanding, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of or
interest on any Security on or after the due date expressed in such Security or
any date fixed for redemption.

                                   ARTICLE 6

                             CONCERNING THE TRUSTEE

         Section 6.1 Duties and Responsibilities of the Trustee; During Default;
Prior to Default. (a) With respect to the Holders of any series of Securities
issued hereunder, the Trustee, prior to the occurrence of an Event of Default
with respect to the Securities of a particular series and after the curing or
waiving of all Events of Default which may have occurred with respect to such
series, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. In case an Event of Default with
respect to the Securities of a series has occurred (which has not been cured or
waived) the Trustee shall exercise with respect to such series of Securities
such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent person would exercise
or use under the circumstances in the conduct of his or her own affairs.

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


                                       27
<PAGE>

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

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

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

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

                  (iii) the Trustee shall not be liable with respect to any
         action taken or omitted to be taken by it in good faith in accordance
         with the direction of the Holders pursuant to Section 5.9 relating to
         the time, method and place of conducting any proceeding for any remedy
         available to the Trustee, or exercising any trust or power conferred
         upon the Trustee, under this Indenture.

                  (iv) the Trustee shall not be required to take notice, and
         shall not be deemed to have notice, of any default or Event of Default
         hereunder, except Events of Default described in paragraphs (1), (2)
         and (3) of Section 5.1 hereof, unless a Responsible Officer of the
         Trustee shall be notified specifically of the default or Event of
         Default on a written instrument or document delivered to it at its
         notice address by the Issuer or by the Holders of at least 10% of the
         aggregate principal amount of Securities then outstanding. In the
         absence of delivery of notice satisfying those requirements, the
         Trustee may assume conclusively that there is no default or Event of
         Default, except as noted.

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

                  The provisions of this Section 6.1 are in furtherance of and
subject to Section 315 of the Trust Indenture Act of 1939.

         Section 6.2 Certain Rights of the Trustee. In furtherance of and
subject to the Trust Indenture Act of 1939, and subject to Section 6.1:

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


                                       28
<PAGE>

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

         (c) the Trustee may consult with legal counsel of its choice or other
experts, and the advice of such experts within the scope of such expert's area
of expertise or opinion of counsel with respect to legal matters shall be full
and complete authorization and protection in respect of any action taken,
suffered or omitted to be taken by it hereunder in good faith and in accordance
with such advice or opinion;

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

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

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

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

         (h) the Trustee shall not be liable for any action taken, suffered, or
omitted to be taken by it in good faith in accordance with the direction of the
holders pursuant to Section 5.9 relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon it by this Indenture;

         (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 Issuer deliver an Officer's
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 Officer's Certificate may be signed by any person authorized to sign an
Officer's Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded;

         (k) (11) 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 Issuer, at a time reasonably
determined by the Issuer, personally or by agent or attorney at the sole cost of
the Issuer and shall incur no liability or additional liability of any kind by
reason of such inquiry or investigation; and


                                       29
<PAGE>

         (l) (12) the Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any such agent or attorney appointed with due care by
it hereunder.

         Section 6.3 Trustee Not Responsible for Recitals, Disposition of
Securities or Application of Proceeds Thereof. The recitals contained herein and
in the Securities, except the Trustee's certificates of authentication, shall be
taken as the statements of the Issuer, and the Trustee assumes no responsibility
for the correctness of the same. The Trustee makes no representation as to the
validity or sufficiency of this Indenture or of any Securities or Coupons. The
Trustee shall not be accountable for the use or application by the Issuer of any
of the Securities or of the proceeds thereof.

         Section 6.4 Trustee and Agents May Hold Securities or Coupons;
Collections, Etc. The Trustee or any agent of the Issuer or the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Securities
or Coupons with the same rights it would have if it were not the Trustee or such
agent and may otherwise deal with the Issuer and receive, collect, hold and
retain collections from the Issuer with the same rights it would have if it were
not the Trustee or such agent.

         Section 6.5 Moneys Held by Trustee. Subject to the provisions of
Section 3.3 hereof, all moneys received by the Trustee shall, until used or
applied as herein provided, be held in trust for the purposes for which they
were received, but need not be segregated from other funds except to the extent
required by mandatory provisions of law. Neither the Trustee nor any agent of
the Issuer or the Trustee shall be under any liability for interest on any
moneys received by it hereunder.

         Section 6.6 Compensation and Indemnification of Trustee and its Prior
Claim. The Issuer covenants and agrees to pay to the Trustee from time to time,
and the Trustee shall be entitled to, such compensation as shall be agreed in
writing between the Issuer and the Trustee from time to time (which shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust) and the Issuer covenants and agrees to pay or reimburse the
Trustee and each predecessor Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by or on behalf of it in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all agents and other persons not regularly in its employ) except any such
expense, disbursement or advance as may arise from its negligence, bad faith or
willful misconduct. The Issuer also covenants to indemnify the Trustee, each
predecessor Trustee and their respective directors, officers, employees, and
agents (the "indemnitees") for, and to hold the indemnitees harmless against,
any and all loss, liability, claim, damage, penalty, fine or expense, including
taxes and reasonable out-of-pocket expenses, reasonable incidental expenses and
reasonable legal fees and expenses incurred without negligence, bad faith or
willful misconduct on the indemnitees' part, arising out of or in connection
with the acceptance or administration of this Indenture or the trusts hereunder
and the indemnitees' duties hereunder, including the costs and expenses of
defending themselves against or investigating any claim, whether asserted by the
Issuer or any Holder or any other Person, or liability in connection with the
exercise or performance of the indemnitiees' duties or obligations hereunder.
The obligations of the Issuer under this Section to compensate and indemnify the
indemnitees and to pay or reimburse the indemnitees for expenses, disbursements
and advances shall constitute additional indebtedness hereunder and shall
survive the satisfaction and discharge of this Indenture and the resignation or
removal of the Trustee in accordance with Section 6.10 herein. Such additional
indebtedness shall be a senior claim to that of the Securities upon all property
and funds held or collected by the Trustee as such, except funds held in trust
for the benefit of the Holders of particular Securities or Coupons, and the
Securities are hereby subordinated to such senior claim.


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<PAGE>

         The Trustee shall have a lien prior to the Securities as to all
property and funds held by it hereunder for any amount owing it or any
predecessor Trustee pursuant to this Section 6.6, except with respect to funds
held in trust for the benefit of the Holders of particular Securities.

         When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 5.1(5) or Section 5.1(6), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or
other similar law.

         Section 6.7 Right of Trustee to Rely on Officer's Certificate, Etc.
Subject to Sections 6.1 and 6.2, whenever in the administration of the trusts of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence, bad faith or willful
misconduct on the part of the Trustee, be deemed to be conclusively proved and
established by an Officer's Certificate delivered to the Trustee, and such
certificate, in the absence of negligence, bad faith or willful misconduct on
the part of the Trustee, shall be full warrant to the Trustee for any action
taken, suffered or omitted by it under the provisions of this Indenture upon the
faith thereof.

         Section 6.8 Indentures Not Creating Potential Conflicting Interests for
the Trustee. The following indentures are hereby specifically described for the
purposes of Section 310(b)(1) of the Trust Indenture Act of 1939: this Indenture
with respect to the Securities of any series.

         Section 6.9 Persons Eligible for Appointment as Trustee. The Trustee
for each series of Securities hereunder shall at all times be a corporation or
banking association organized and doing business under the laws of the United
States of America or of any State or the District of Columbia having a combined
capital and surplus of at least $50,000,000, and which is authorized under such
laws to exercise corporate trust powers and is subject to supervision or
examination by Federal, State or District of Columbia authority. Such
corporation or banking association shall have a place of business or an
affiliate with a place of business in the Borough of Manhattan, The City of New
York if there be such a corporation or association in such location willing to
act upon reasonable and customary terms and conditions. If such corporation or
association publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
corporation or association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 6.10.

                  The provisions of this Section 6.9 are in furtherance of and
subject to Section 310(a) of the Trust Indenture Act of 1939.

         Section 6.10 Resignation and Removal; Appointment of Successor Trustee.
(a) The Trustee, or any trustee or trustees hereafter appointed, may at any time
resign with respect to one or more or all series of Securities by giving written
notice of resignation to the Issuer and (a) if any Unregistered Securities of a
series affected are then Outstanding, by giving notice of such resignation to
the Holders thereof, by publication, at the Issuer's expense, at least once in
an Authorized Newspaper in the Borough of Manhattan, The City of New York, and
at least once in an Authorized Newspaper in London (and, if required by Section
3.10, at least once in an Authorized Newspaper in Luxembourg), (b) if any
Unregistered Securities of a series affected are then Outstanding, by mailing
notice of such resignation to the Holders thereof who have filed their names and
addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture
Act of 1939 at such addresses as were so furnished to the Trustee and (c) by
mailing notice of such resignation to the Holders of then Outstanding Registered
Securities of each series affected at their addresses as they shall appear on
the registry books. Upon receiving such notice of resignation, the Issuer shall
promptly appoint a successor Trustee or Trustees with respect to the applicable
series by written instrument in duplicate, executed by authority of the Board of
Directors, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor Trustee or Trustees. If no successor
Trustee shall have been so appointed with respect to any series and have
accepted appointment within 30 days after the mailing of such notice of
resignation, the resigning Trustee may, at the Issuer's expense, petition any
court of competent jurisdiction for the appointment of a successor Trustee, or
any Securityholder who has been a bona fide Holder of a Security or Securities
of the applicable series for at least six months may, subject to the provisions
of Section 5.12, on behalf of himself or herself and all others similarly
situated, petition any such court for the appointment of a successor Trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor Trustee.


                                       31
<PAGE>

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

                  (i) the Trustee shall fail to comply with the provisions of
         Section 310(b) of the Trust Indenture Act of 1939 with respect to any
         series of Securities after written request therefor by the Issuer or by
         any Securityholder who has been a bona fide Holder of a Security or
         Securities of such series for at least six months; or

                  (ii) the Trustee shall cease to be eligible in accordance with
         the provisions of Section 6.9 and Section 310(a) of the Trust Indenture
         Act of 1939 and shall fail to resign after written request therefor by
         the Issuer or by any Securityholder; or

                  (iii) the Trustee shall become incapable of acting with
         respect to any series of Securities, or shall be adjudged bankrupt or
         insolvent, or a receiver or liquidator of the Trustee or of its
         property shall be appointed, or any public officer shall take charge or
         control of the Trustee or of its property or affairs for the purpose of
         rehabilitation, conservation or liquidation;

then, in any such case, the Issuer may remove the Trustee with respect to the
applicable series of Securities and appoint a successor Trustee for such series
by written instrument, in duplicate, executed by order of the Board of Directors
of the Issuer, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor Trustee, or, subject to the provisions of
Section 315(e) of the Trust Indenture Act of 1939, any Securityholder who has
been a bona fide Holder of a Security or Securities of such series for at least
six months may on behalf of himself or herself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee with respect to such series.
Such court may thereupon, after such notice, if any, as it may deem proper,
remove the Trustee and appoint a successor Trustee.

                  (c) The Holders of a majority in aggregate principal amount of
         the Securities of each series at the time Outstanding may at any time
         remove the Trustee with respect to Securities of such series and
         appoint a successor Trustee with respect to the Securities of such
         series by delivering to the Trustee so removed, to the successor
         Trustee so appointed and to the Issuer the evidence provided for in
         Section 7.1 of the action in that regard taken by such Securityholders.

                  (d) Any resignation or removal of the Trustee with respect to
         any series and any appointment of a successor Trustee with respect to
         such series pursuant to any of the provisions of this Section 6.10
         shall become effective upon acceptance of appointment by the successor
         Trustee as provided in Section 6.11.

         Section 6.11 Acceptance of Appointment by Successor Trustee. Any
successor Trustee appointed as provided in Section 6.10 shall execute and
deliver to the Issuer and to its predecessor Trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee with respect to all or any applicable series shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all rights, powers, duties and obligations
with respect to such series of its predecessor hereunder, with like effect as if
originally named as Trustee for such series hereunder; but, nevertheless, on the
written request of the Issuer or of the successor Trustee, upon payment of its
charges then unpaid, the Trustee ceasing to act shall, subject to Section 3.3,
pay over to the successor Trustee all moneys at the time held by it hereunder
and shall execute and deliver an instrument transferring to such successor
trustee all such rights, powers, duties and obligations. Upon request of any
such successor Trustee, the Issuer shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor
Trustee all such rights and powers. Any Trustee ceasing to act shall,
nevertheless, retain a prior claim upon all property or funds held or collected
by such Trustee to secure any amounts then due it pursuant to the provisions of
Section 6.6.


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<PAGE>

                  If a successor Trustee is appointed with respect to the
Securities of one or more (but not all) series, the Issuer, the predecessor
Trustee and each successor Trustee with respect to the Securities of any
applicable series shall execute and deliver an indenture supplemental hereto
which shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the predecessor
Trustee with respect to the Securities of any series as to which the predecessor
Trustee is not retiring shall continue to be vested in the predecessor Trustee,
and shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be Trustee of a trust or trusts
under separate indentures.

                  No successor Trustee with respect to any series of Securities
shall accept appointment as provided in this Section 6.11 unless at the time of
such acceptance such successor Trustee shall be qualified under Section 310(b)
of the Trust Indenture Act of 1939 and eligible under the provisions of Section
6.9.

                  Upon acceptance of appointment by any successor Trustee as
provided in this Section 6.11, the Issuer shall give notice thereof (1) if any
Unregistered Securities of a series affected are then Outstanding, to the
Holders thereof, by publication of such notice at least once in an Authorized
Newspaper in the Borough of Manhattan, The City of New York, and at least once
in an Authorized Newspaper in London (and, if required by Section 3.10, at least
once in an Authorized Newspaper in Luxembourg) and (2) if any Unregistered
Securities of a series affected are then Outstanding, to the Holders thereof who
have filed their names and addresses with the Trustee pursuant to Section
313(c)(2) of the Trust Indenture Act of 1939, by mailing such notice to such
Holders at such addresses as were so furnished to the Trustee (and the Trustee
shall make such information available to the Issuer for such purpose) and (3) if
any Registered Securities of a series affected are then Outstanding, to the
Holders thereof, by mailing such notice to such Holders at their addresses as
they shall appear on the registry books. If the acceptance of appointment is
substantially contemporaneous with the resignation, then the notice called for
by the preceding sentence may be combined with the notice called for by Section
6.10. If the Issuer fails to give such notice within ten days after acceptance
of appointment by the successor Trustee, the successor Trustee shall cause such
notice to be given at the expense of the Issuer.

         Section 6.12 Merger, Amalgamation, Conversion, Consolidation or
Succession to Business of Trustee. Any corporation into which the Trustee may be
merged or amalgamated or converted or with which it may be consolidated, or any
corporation resulting from any merger, amalgamation, conversion or consolidation
to which the Trustee shall be a party, or any corporation succeeding to all or
substantially all the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided that such corporation shall be
qualified under Section 310(b) of the Trust Indenture Act of 1939 and eligible
under the provisions of Section 6.9, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.

                  In case at the time such successor to the Trustee shall
succeed to the trusts created by this Indenture any of the Securities of any
series shall have been authenticated but not delivered, any such successor to
the Trustee may adopt the certificate of authentication of any predecessor
Trustee and deliver such Securities so authenticated; and, in case at that time
any of the Securities of any series shall not have been authenticated, any
successor to the Trustee may authenticate such Securities either in the name of
any predecessor hereunder or in the name of the successor Trustee; and in all
such cases such certificate shall have the full force which it is anywhere in
the Securities of such series or in this Indenture provided that the certificate
of the Trustee shall have; provided, that the right to adopt the certificate of
authentication of any predecessor Trustee or to authenticate Securities of any
series in the name of any predecessor Trustee shall apply only to its successor
or successors by merger, amalgamation, conversion or consolidation.

         Section 6.13 Preferential Collection of Claims Against the Issuer. The
Trustee shall comply with Section 311(a) of the Trust Indenture Act of 1939,
excluding any creditor relationship listed in Section 311(b) of the Trust
Indenture Act of 1939. A Trustee who has resigned or been removed shall be
subject to Section 311(a) of the Trust Indenture Act of 1939 to the extent
indicated therein.


                                       33
<PAGE>

         Section 6.14 Appointment of Authenticating Agent. As long as any
Securities of a series remain Outstanding, the Trustee may, by an instrument in
writing, appoint with the approval of the Issuer an authenticating agent (the
"Authenticating Agent") which shall be authorized to act on behalf of the
Trustee to authenticate Securities, including Securities issued upon exchange,
registration of transfer, partial redemption or pursuant to Section 2.9.
Securities of each such series authenticated by such Authenticating Agent shall
be entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee. Whenever reference is made
in this Indenture to the authentication and delivery of Securities of any series
by the Trustee or to the Trustee's Certificate of Authentication, such reference
shall be deemed to include authentication and delivery on behalf of the Trustee
by an Authenticating Agent for such series and a Certificate of Authentication
executed on behalf of the Trustee by such Authenticating Agent. Such
Authenticating Agent shall at all times be a corporation organized and doing
business under the laws of the United States of America or of any State,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $50,000,000 (determined as provided in Section
6.9 with respect to the Trustee) and subject to supervision or examination by
Federal or State authority.

                  Any corporation into which any Authenticating Agent may be
merged, amalgamated or converted, or with which it may be consolidated, or any
corporation resulting from any merger, amalgamation or conversion or
consolidation to which any Authenticating Agent shall be a party, or any
corporation succeeding to all or substantially all of the corporate agency
business of any Authenticating Agent, shall continue to be the Authenticating
Agent with respect to all series of Securities for which it served as
Authenticating Agent without the execution or filing of any paper or any further
act on the part of the Trustee or such Authenticating Agent. Any Authenticating
Agent may at any time, and if it shall cease to be eligible shall, resign by
giving written notice of resignation to the Trustee and to the Issuer.

                  Upon receiving such a notice of resignation or upon such a
termination, or in case at any time any Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 6.14 with respect to
one or more series of Securities, the Trustee shall upon receipt of an Issuer
Order appoint a successor Authenticating Agent and the Issuer shall provide
notice of such appointment to all Holders of Securities of such series in the
manner and to the extent provided in Section 11.4. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all
rights, powers, duties and responsibilities of its predecessor hereunder, with
like effect as if originally named as Authenticating Agent. The Issuer agrees to
pay to the Authenticating Agent for such series from time to time reasonable
compensation. The Authenticating Agent for the Securities of any series shall
have no responsibility or liability for any action taken by it as such at the
direction of the Trustee.

                  Sections 6.2, 6.3, 6.4, 6.6 and 7.3 shall be applicable to any
Authenticating Agent.

                                   ARTICLE 7

                         CONCERNING THE SECURITYHOLDERS

         Section 7.1 Evidence of Action Taken by Securityholders. Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by a specified percentage in
principal amount of the Securityholders of any or all series may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such specified percentage of Securityholders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee. Proof of execution of any instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Indenture and
(subject to Sections 6.1 and 6.2) conclusive in favor of the Trustee and the
Issuer, if made in the manner provided in this Article.


                                       34
<PAGE>

         Section 7.2 Proof of Execution of Instruments and of Holding of
Securities. Subject to Sections 6.1 and 6.2, the execution of any instrument by
a Securityholder or his or her agent or proxy may be proved in the following
manner:

         (a) The fact and date of the execution by any Holder of any instrument
may be proved by the certificate of any notary public or other officer of any
jurisdiction authorized to take acknowledgments of deeds or administer oaths
that the person executing such instruments acknowledged to him or her the
execution thereof, or by an affidavit of a witness to such execution sworn to
before any such notary or other such officer. Where such execution is by or on
behalf of any legal entity other than an individual, such certificate or
affidavit shall also constitute sufficient proof of the authority of the person
executing the same.

         (b) The fact of the holding by any Holder of an Unregistered Security
of any series, and the identifying number of such Security and the date of his
or her holding the same, may be proved by the production of such Security or by
a certificate executed by any trust company, bank, banker or recognized
securities dealer wherever situated satisfactory to the Trustee, if such
certificate shall be deemed by the Trustee to be satisfactory. Each such
certificate shall be dated and shall state that on the date thereof a Security
of such series bearing a specified identifying number was deposited with or
exhibited to such trust company, bank, banker or recognized securities dealer by
the person named in such certificate. Any such certificate may be issued in
respect of one or more Unregistered Securities of one or more series specified
therein. The holding by the person named in any such certificate of any
Unregistered Securities of any series specified therein shall be presumed to
continue for a period of one year from the date of such certificate unless at
the time of any determination of such holding (a) another certificate bearing a
later date issued in respect of the same Securities shall be produced, or (b)
the Securities of such series specified in such certificate shall be produced by
some other person, or (c) the Securities of such series specified in such
certificate shall have ceased to be Outstanding. Subject to Sections 6.1 and
6.2, the fact and date of the execution of any such instrument and the amount
and numbers of Securities of any series held by the person so executing such
instrument and the amount and numbers of any Security or Securities for such
series may also be proven in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee for such series or in any other
manner which the Trustee for such series may deem sufficient.

         (c) In the case of Registered Securities, the ownership of such
Securities shall be proved by the Security register or by a certificate of the
Security registrar.

                  The Issuer may set a record date for purposes of determining
the identity of Holders of Registered Securities of any series entitled to vote
or consent to any action referred to in Section 7.1, which record date may be
set at any time or from time to time by notice to the Trustee, for any date or
dates (in the case of any adjournment or reconsideration) not more than 60 days
nor less than five days prior to the proposed date of such vote or consent, and
thereafter, notwithstanding any other provisions hereof, with respect to
Registered Securities of any series, only Holders of Registered Securities of
such series of record on such record date shall be entitled to so vote or give
such consent or revoke such vote or consent.

         Section 7.3 Holders to Be Treated as Owners. The Issuer, the Trustee
and any agent of the Issuer or the Trustee may deem and treat the person in
whose name any Security shall be registered upon the Security register for such
series as the absolute owner of such Security (whether or not such Security
shall be overdue and notwithstanding any notation of ownership or other writing
thereon) for the purpose of receiving payment of or on account of the principal
of and, subject to the provisions of this Indenture, interest on such Security
and for all other purposes; and neither the Issuer nor the Trustee nor any agent
of the Issuer or the Trustee shall be affected by any notice to the contrary.
The Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the
Holder of any Unregistered Security and the Holder of any Coupon as the absolute
owner of such Unregistered Security or Coupon (whether or not such Unregistered
Security or Coupon shall be overdue) for the purpose of receiving payment
thereof or on account thereof and for all other purposes and neither the Issuer,
the Trustee, nor any agent of the Issuer or the Trustee shall be affected by any
notice to the contrary. All such payments so made to any such person, or upon
his or her order, shall be valid, and, to the extent of the sum or sums so paid,
effectual to satisfy and discharge the liability for moneys payable upon any
such Unregistered Security or Coupon.


                                       35
<PAGE>

         Section 7.4 Securities Owned by Issuer Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all series have concurred in any direction,
consent or waiver under this Indenture, Securities which are owned by the Issuer
or any other obligor on the Securities with respect to which such determination
is being made or by any person directly or indirectly controlling or controlled
by or under direct or indirect common control with the Issuer or any other
obligor on the Securities with respect to which such determination is being made
shall be disregarded and deemed not to be Outstanding for the purpose of any
such determination, except that for the purpose of determining whether the
Trustee shall be protected in relying on any such direction, consent or waiver
only Securities which a Responsible Officer of the Trustee actually knows are so
owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Issuer or any other obligor upon the
Securities or any person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Issuer or any other obligor on
the Securities. In case of a dispute as to such right, the advice of counsel
shall be full protection in respect of any decision made by the Trustee in
accordance with such advice. Upon request of the Trustee, the Issuer shall
furnish to the Trustee promptly an Officer's Certificate listing and identifying
all Securities, if any, known by the Issuer to be owned or held by or for the
account of any of the above-described Persons; and, subject to Sections 6.1 and
6.2, the Trustee shall be entitled to accept such Officer's Certificate as
conclusive evidence of the facts therein set forth and of the fact that all
Securities not listed therein are Outstanding for the purpose of any such
determination.

         Section 7.5 Right of Revocation of Action Taken. At any time prior to
(but not after) the evidencing to the Trustee, as provided in Section 7.1, of
the taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities of any or all series, as the case may be, specified in
this Indenture in connection with such action, any Holder of a Security the
serial number of which is shown by the evidence to be included among the serial
numbers of the Securities the Holders of which have consented to such action
may, by filing written notice at the Corporate Trust Office and upon proof of
holding as provided in this Article, revoke such action so far as concerns such
Security. Except as aforesaid any such action taken by the Holder of any
Security shall be conclusive and binding upon such Holder and upon all future
Holders and owners of such Security and of any Securities issued in exchange or
substitution therefor or on registration of transfer thereof, irrespective of
whether or not any notation in regard thereto is made upon any such Security.
Any action taken by the Holders of the percentage in aggregate principal amount
of the Securities of any or all series, as the case may be, specified in this
Indenture in connection with such action shall be conclusively binding upon the
Issuer, the Trustee and the Holders of all the Securities affected by such
action.

                                   ARTICLE 8

                             SUPPLEMENTAL INDENTURES

         Section 8.1 Supplemental Indentures Without Consent of Securityholders.
(a) In addition to any supplemental indenture otherwise authorized by this
Indenture, the Issuer, when authorized by a resolution of its Board of Directors
(which resolution may provide general terms or parameters for such action and
may provide that the specific terms of such action may be determined in
accordance with or pursuant to an Issuer Order), and the Trustee may from time
to time and at any time enter into an indenture or indentures supplemental
hereto which comply with the Trust Indenture Act of 1939, as then in effect,
without the consent of the Holders, for one or more of the following purposes:

                  (i) to convey, transfer, assign, mortgage or pledge to the
         Trustee as security for the Securities of one or more series any
         property or assets;

                  (ii) to evidence the succession of another Person to the
         Issuer, or successive successions, and the assumption by the successor
         Person of the covenants, agreements and obligations of the Issuer
         pursuant to Article IX;


                                       36
<PAGE>

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

                  (iv) to cure any ambiguity or to correct or supplement any
         provision contained herein or in any supplemental indenture which may
         be defective or inconsistent with any other provision contained herein
         or in any supplemental indenture, or to make any other provisions as
         the Issuer may deem necessary or desirable, provided that no such
         action shall adversely affect the interests of the Holders of the
         Securities or Coupons;

                  (v) to establish the forms or terms of Securities of any
         series or of the Coupons appertaining to such Securities as permitted
         by Sections 2.1 and 2.3; and

                  (vi) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Securities of one
         or more series and to add to or change any of the provisions of this
         Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one Trustee,
         pursuant to the requirements of Section 6.11.

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

         (c) Any supplemental indenture authorized by the provisions of this
Section may be executed without the consent of the Holders of any of the
Securities at the time outstanding, notwithstanding any of the provisions of
Section 8.2.

         Section 8.2 Supplemental Indentures With Consent of Securityholders.
(a) With the consent (evidenced as provided in Article VII) of the Holders of
not less than a majority in aggregate principal amount of the Securities at the
time Outstanding of all series affected by such supplemental indenture (voting
as one class), the Issuer, when authorized by a resolution of its Board of
Directors (which resolution may provide general terms or parameters for such
action and may provide that the specific terms of such action may be determined
in accordance with or pursuant to an Issuer Order), and the Trustee may, from
time to time and at any time, enter into an indenture or indentures supplemental
hereto, which comply with the Trust Indenture Act of 1939, as then in effect,
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner the rights of the Holders of the
Securities of each such series or of the Coupons appertaining to such
Securities; provided, that no such supplemental indenture shall (a) extend the
final maturity of any then issued Security, or reduce the principal amount
thereof, or reduce the rate or extend the time of payment of interest thereon,
or reduce any amount payable on redemption thereof, or make the principal
thereof (including any amount in respect of original issue discount), or
interest thereon payable in any coin or currency other than that provided in
such Securities and any Coupons thereon or in accordance with the terms thereof,
or reduce the amount of the principal of a then issued Original Issue Discount
Security that would be due and payable upon an acceleration of the maturity
thereof pursuant to Section 5.1 or the amount thereof provable in bankruptcy
pursuant to Section 5.2, or impair or affect the right of any Securityholder to
institute suit for the payment thereof or, if such Securities provide therefor,
any right of repayment at the option of the Securityholder, in each case without
the consent of the Holder of each Security so affected, or (b) reduce the
percentage in principal amount of then issued Securities of any series, the
consent of the Holders of which is required for any such supplemental indenture,
without the consent of the Holders of each Security so affected.


                                       37
<PAGE>

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

         (c) Upon the request of the Issuer, accompanied by a copy of a
resolution of the Board of Directors (which resolution may provide general terms
or parameters for such action and may provide that the specific terms of such
action may be determined in accordance with or pursuant to an Issuer Order)
certified by the secretary or an assistant secretary of the Issuer authorizing
the execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of the Holders of the Securities as aforesaid
and other documents, if any, required by Section 7.1, the Trustee shall join
with the Issuer in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such supplemental
indenture.

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

         (e) Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Trustee
shall give notice thereof (a) if any Registered Securities of a series affected
thereby are then Outstanding, to the Holders thereof, by mailing a notice
thereof by first-class mail to such Holders at their addresses as they shall
appear on the Security register, (b) if any Unregistered Securities of a series
affected thereby are then Outstanding, to the Holders thereof who have filed
their names and addresses with the Trustee pursuant to Section 313(c)(2) of the
Trust Indenture Act of 1939, by mailing a notice thereof by first-class mail to
such Holders at such addresses as were so furnished to the Trustee and (c) if
any Unregistered Securities of a series affected thereby are then Outstanding,
to all Holders thereof, by publication of a notice thereof at least once in an
Authorized Newspaper in the Borough of Manhattan, The City of New York, and at
least once in an Authorized Newspaper in London (and, if required by Section
3.10, at least once in an Authorized Newspaper in Luxembourg), and, in each
case, such notice shall set forth in general terms the substance of such
supplemental indenture. Any failure of the Issuer to give such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of
any such supplemental indenture.

         Section 8.3 Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and be deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Issuer and the Holders of Securities of
each series affected thereby shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and
all purposes.

         Section 8.4 Documents to Be Given to Trustee. The Trustee, subject to
the provisions of Sections 6.1 and 6.2, shall be entitled to receive, and shall
be fully protected in relying upon, an Officer's Certificate and an Opinion of
Counsel as conclusive evidence that any supplemental indenture executed pursuant
to this Article VIII complies with the applicable provisions of this Indenture.


                                       38
<PAGE>

         Section 8.5 Notation on Securities in Respect of Supplemental
Indentures. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this
Article may bear a notation in form approved by the Trustee for such series as
to any matter provided for by such supplemental indenture or as to any action
taken by Securityholders. If the Issuer or the Trustee shall so determine, new
Securities of any series so modified as to conform, in the opinion of the
Trustee and the Board of Directors, to any modification of this Indenture
contained in any such supplemental indenture may be prepared by the Issuer,
authenticated by the Trustee and delivered in exchange for the Securities of
such series then Outstanding.

         Section 8.6 Subordination Unimpaired. This Indenture may not be amended
to alter the subordination of any of the Outstanding Securities without the
written consent of each holder of Senior Indebtedness then outstanding that
would be adversely affected thereby.

         Section 8.7 Conformity with Trust Indenture Act of 1939. Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act of 1939 as then in effect.

                                   ARTICLE 9

             CONSOLIDATION AMALGAMATION, MERGER, SALE OR CONVEYANCE

         Section 9.1 Issuer May Consolidate, Etc., Only on Certain Terms. The
Issuer shall not consolidate with or merge or amalgamate into another Person or
sell other than for cash all or substantially all its assets to another Person,
or purchase all or substantially all the assets of another Person, unless:

         (a) either the Issuer is the continuing Person, or the successor Person
(if other than the Issuer) expressly assumes by supplemental indenture the
obligations and covenants evidenced by the Indenture and the Securities (in
which case, the Issuer will be discharged therefrom),

         (b) immediately thereafter, the Issuer or the successor Person (if
other than the Issuer) would not be in default in the performance of any
covenant or condition contained herein, and

         (c) a specified Officers' Certificate and an Opinion of Counsel are
delivered to the Trustee, each (i) stating that such consolidation, merger,
sale, conveyance, or transfer, as the case may be, and any supplemental
indenture pertaining thereto, comply with this Article VIII and Article IX,
respectively, and (ii) otherwise complying with Section 11.5 herein.

         Section 9.2 Successor Substituted for the Issuer. Upon any
consolidation of the Issuer with, or merger or amalgamation of the Issuer into,
any other Person or any conveyance or transfer of the properties and assets of
the Issuer substantially as an entirety in accordance with Section 9.1, the
successor Person formed by such consolidation or into which the Issuer is merged
or amalgamated or to which such conveyance or transfer is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Issuer
under this Indenture with the same effect as if such successor Person had been
named as the Issuer herein, and thereafter, the predecessor Person shall be
relieved of all obligations and covenants under this Indenture and the
Securities.

         Section 9.3 Restrictions on Certain Dispositions. As long as any of the
Securities remain Outstanding, the Issuer will not, and will not permit any
Restricted Subsidiary to, issue, sell, assign, transfer or otherwise dispose of,
directly or indirectly, any of the Voting Shares of any Restricted Subsidiary,
unless:

         (a) the issuance, sale, assignment, transfer or other disposition is
required to comply with the order of a court or regulatory authority of
competent jurisdiction, other than an order issued at the request of the Issuer
or of one of its Restricted Subsidiaries;


                                       39
<PAGE>

         (b) all of the Voting Shares of a Restricted Subsidiary then owned by
the Issuer or by its Restricted Subsidiaries is disposed of in a single
transaction or in a series of related transactions, for a consideration
consisting of cash or other property the fair market value of which (as
determined in good faith by the Board of Directors) is at least equal to the
Fair Value of such Voting Shares;

         (c) the issuance, sale, assignment, transfer or other disposition is
made to the Issuer or another Restricted Subsidiary;

         (d) any issuance, sale, assignment, transfer or other disposition made
in compliance with an order of a court or regulatory authority of competent
jurisdiction; or

         (e) after giving effect to the issuance sale, assignment, transfer or
other disposition, the Issuer and its Restricted Subsidiaries would own directly
or indirectly at least 80% of the issued and outstanding Voting Shares of such
Restricted Subsidiary and such issuance, sale, assignment, transfer or other
disposition is made for a consideration consisting of cash or other property
which is at least equal to the Fair Value of such Voting Shares.

         Notwithstanding the foregoing, the Company may merge or consolidate any
of its other Subsidiaries into or with another Person and it may sell, transfer
or otherwise dispose of its business in accordance with the provisions of this
Indenture. Furthermore, the foregoing covenant will not prohibit any issuance or
disposition of securities by any other Subsidiary.

                                   ARTICLE 10

            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

         Section 10.1 Termination of Issuer's Obligations Under the Indenture.
(a) This Indenture shall upon an Issuer Order cease to be of further effect with
respect to Securities of or within any series and any Coupons appertaining
thereto (except as to any surviving rights of registration of transfer or
exchange of such Securities and replacement of such Securities which may have
been lost, stolen or mutilated as herein expressly provided for) and the
Trustee, at the expense of the Issuer, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to such
Securities and any Coupons appertaining thereto when

         (i) either

                            (1) all such Securities previously authenticated and
         delivered and all Coupons appertaining thereto (other than (A) such
         Coupons appertaining to Unregistered Securities surrendered in exchange
         for Registered Securities and maturing after such exchange, surrender
         of which is not required or has been waived as provided in Section 2.8,
         (B) such Securities and Coupons which have been destroyed, lost or
         stolen and which have been replaced or paid as provided in Section 2.9,
         (C) such Coupons appertaining to Unregistered Securities called for
         redemption and maturing after the date fixed for redemption thereof,
         surrender of which has been waived as provided in Section 12.3 and (D)
         such Securities and Coupons for whose payment money has theretofore
         been deposited in trust or segregated and held in trust by the Issuer
         and thereafter repaid to the Issuer or discharged from such trust as
         provided in Section 3.3) have been delivered to the Trustee for
         cancellation; or

                            (2) all Securities of such series and, in the case
         of (X) or (Y) below, all Coupons appertaining thereto not theretofore
         delivered to the Trustee for cancellation (X) have become due and
         payable, or (Y) will become due and payable within one year, or (Z) if
         redeemable at the option of the Issuer, are to be called for redemption
         within one year under arrangements satisfactory to the Trustee for the
         giving of notice of redemption by the Trustee in the name, and at the
         expense, of the Issuer, and the Issuer, in the case of (X), (Y) or (Z)
         above, has irrevocably deposited or caused to be deposited with the
         Trustee as trust funds in trust for the purpose an amount in the
         currency or currencies or currency unit or units in which the
         Securities of such series are payable, sufficient to pay and discharge
         the entire indebtedness on such Securities and such Coupons not
         theretofore delivered to the Trustee for cancellation, for principal,
         premium, if any, and interest, with respect thereto, to the date of
         such deposit (in the case of Securities which have become due and
         payable) or maturity date or redemption date, as the case may be;


                                       40
<PAGE>

                  (ii) the Issuer has paid or caused to be paid all other sums
         payable hereunder by the Issuer; and

                  (iii) the Issuer has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent herein provided for relating to the satisfaction and
         discharge of this Indenture as to such series have been complied with.

         (b) Notwithstanding the satisfaction and discharge of this Indenture,
the obligation of the Issuer to the Trustee and any predecessor Trustee under
Section 6.6, the obligations of the Issuer to any Authenticating Agent under
Section 6.14 and, if money shall have been deposited with the Trustee pursuant
to (1)(a)(ii) of this Section, the obligations of the Trustee under Section 10.2
and the last paragraph of Section 3.3 shall survive.

         Section 10.2 Application of Trust Funds. Subject to the provisions of
the last paragraph of Section 3.3, all money deposited with the Trustee pursuant
to Section 10.1 shall be held in trust and applied by it, in accordance with the
provisions of the Securities, the Coupons and this Indenture, to the payment,
either directly or through any paying agent (including the Issuer acting as its
own paying agent) as the Trustee may determine, to the Persons entitled thereto
of the principal, premium, if any and any interest for whose payment such money
has been deposited with or received by the Trustee, but such money need not be
segregated from other funds except to the extent required by law.

         Section 10.3 Applicability of Defeasance Provisions; Issuer's Option to
Effect Defeasance or Covenant Defeasance. If pursuant to Section 2.3 provision
is made for either or both of (1) defeasance of the Securities of or within a
series under Section 10.4 or (2) covenant defeasance of the Securities of or
within a series under Section 10.5, then the provisions of such Section or
Sections, as the case may be, together with the provisions of Sections 10.6
through 10.9 inclusive, with such modifications thereto as may be specified
pursuant to Section 2.3 with respect to any Securities, shall be applicable to
such Securities and any Coupons appertaining thereto, and the Issuer may at its
option by or pursuant to Board Resolution, at any time, with respect to such
Securities and any Coupons appertaining thereto, elect to have Section 10.4 (if
applicable) or Section 10.5 (if applicable) be applied to such Outstanding
Securities and any Coupons appertaining thereto upon compliance with the
conditions set forth below in this Article.

         Section 10.4 Defeasance and Discharge. Upon the Issuer's exercise of
the option specified in Section 10.3 applicable to this Section with respect to
the Securities of or within a series, the Issuer shall be deemed to have been
discharged from its obligations with respect to such Securities and any Coupons
appertaining thereto on and after the date the conditions set forth in Section
10.6 are satisfied (hereinafter "defeasance"). For this purpose, such defeasance
means that the Issuer shall be deemed to have paid and discharged the entire
indebtedness represented by such Securities and any Coupons appertaining thereto
which shall thereafter be deemed to be "Outstanding" only for the purposes of
Section 10.7 and the other Sections of this Indenture referred to in clause (2)
of this Section, and to have satisfied all its other obligations under such
Securities and any Coupons appertaining thereto and this Indenture insofar as
such Securities and any Coupons appertaining thereto are concerned (and the
Trustee, at the expense of the Issuer, shall on an Issuer Order execute proper
instruments acknowledging the same), except the following which shall survive
until otherwise terminated or discharged hereunder: (1) the rights of Holders of
such Securities and any Coupons appertaining thereto to receive, solely from the
trust funds described in Section 10.6(1) and as more fully set forth in such
Section, payments in respect of the principal of, premium, if any, and interest,
if any, on such Securities or any Coupons appertaining thereto when such
payments are due; (2) the Issuer's obligations with respect to such Securities
under Sections 2.8, 2.9, 3.2 and 3.3 and with respect to the payment of
additional amounts, if any, payable with respect to such Securities as specified
pursuant to Section 2.3; (3) the rights, powers, trusts, duties and immunities
of the Trustee hereunder and (4) this Article X. Subject to compliance with this
Article X, the Issuer may exercise its option under this Section notwithstanding
the prior exercise of its option under Section 10.5 with respect to such
Securities and any Coupons appertaining thereto. Following a defeasance, payment
of such Securities may not be accelerated because of an Event of Default.


                                       41
<PAGE>

         Section 10.5 Covenant Defeasance. Upon the Issuer's exercise of the
option specified in Section 10.3 applicable to this Section with respect to any
Securities of or within a series, the Issuer shall be released from its
obligations under Section 9.1 and 3.5 and, if specified pursuant to Section 2.3,
its obligations under any other covenant with respect to such Securities and any
Coupons appertaining thereto on and after the date the conditions set forth in
Section 10.6 are satisfied (hereinafter, "covenant defeasance"), and such
Securities and any Coupons appertaining thereto shall thereafter be deemed to be
not "Outstanding" for the purposes of any direction, waiver, consent or
declaration or Act of Holders (and the consequences of any thereof) in
connection with Sections 9.1 and 3.5 or such other covenant, but shall continue
to be deemed "Outstanding" for all other purposes hereunder. For this purpose,
such covenant defeasance means that, with respect to such Securities and any
Coupons appertaining thereto, the Issuer may omit to comply with and shall have
no liability in respect of any term, condition or limitation set forth in any
such Section or such other covenant, whether directly or indirectly, by reason
of any reference elsewhere herein to any such Section or such other covenant or
by reason of reference in any such Section or such other covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a default or an Event of Default under Section 5.1(4) or (8) or
otherwise, as the case may be, but, except as specified above, the remainder of
this Indenture and such Securities and any Coupons appertaining thereto shall be
unaffected thereby.

         Section 10.6 Conditions to Defeasance or Covenant Defeasance. The
following shall be the conditions to application of Section 10.4 or Section 10.5
to any Securities of or within a series and any Coupons appertaining thereto:

         (a) The Issuer shall have deposited or caused to be deposited
irrevocably with the Trustee (or another Trustee satisfying the requirements of
Section 6.9 who shall agree to comply with, and shall be entitled to the
benefits of, the provisions of Sections 10.3 through 10.9 inclusive and the last
paragraph of Section 3.3 applicable to the Trustee, for purposes of such
Sections also a "Trustee") as trust funds in trust for the purpose of making the
payments referred to in clauses (X) and (Y) of this Section 10.6(1),
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of such Securities and any Coupons appertaining thereto, with
instructions to the Trustee as to the application thereof,

                  (i) money in an amount (in such currency, currencies or
         currency unit or units in which such Securities and any Coupons
         appertaining thereto are then specified as payable at maturity), or (b)
         if Securities of such series are not subject to repayment at the option
         of Holders, U.S. Government Obligations which through the payment of
         interest and principal in respect thereof in accordance with their
         terms will provide, not later than one day before the due date of any
         payment referred to in clause (X) or (Y) of this Section 10.6(1), money
         in an amount or (c) a combination thereof in an amount sufficient, in
         the opinion of a nationally recognized firm of independent certified
         public accountants expressed in a written certification thereof
         delivered to the Trustee, to pay and discharge, and which shall be
         applied by the Trustee to pay and discharge, (X) the principal of,
         premium, if any, and interest, if any, on Securities and any Coupons
         appertaining thereto on the maturity of such principal or installment
         of principal or interest and (Y) any mandatory sinking fund payments
         applicable to such Securities on the day on which such payments are due
         and payable in accordance with the terms of this Indenture and such
         Securities and any Coupons appertaining thereto. Before such a deposit
         the Issuer may make arrangements satisfactory to the Trustee for the
         redemption of Securities at a future date or dates in accordance with
         Article XII which shall be given effect in applying the foregoing.


                                       42
<PAGE>

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

         (c) In the case of an election under Section 10.4, the Issuer shall
have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel
to the effect that (a) the Issuer has received from, or there has been published
by, the Internal Revenue Service a ruling, or (b) since the date of execution of
this Indenture, there has been a change in the applicable Federal income tax
law, in either case to the effect that, and based thereon such opinion shall
confirm that, the Holders of such Securities and any Coupons appertaining
thereto will not recognize income, gain or loss for Federal income tax purposes
as a result of such defeasance and will be subject to Federal income tax on the
same amount and in the same manner and at the same times, as would have been the
case if such deposit, defeasance and discharge had not occurred.

         (d) In the case of an election under Section 10.5, the Issuer shall
have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of such Securities and any Coupons appertaining thereto will not
recognize income, gain or loss for Federal income tax purposes as a result of
such covenant defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such covenant defeasance had not occurred.

         (e) The Issuer shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the defeasance under Section 10.4 or the covenant defeasance under
Section 10.5 (as the case may be), including those contained in this Section
10.6 other than the 90 day period specified in Section 10.6(7), have been
complied with.

         (f) This Issuer shall have delivered to the Trustee an Officer's
Certificate to the effect that neither such Securities nor any other Securities
of the same series, if then listed on any securities exchange, will be delisted
as a result of such deposit.

         (g) No event which is, or after notice or lapse of time or both would
become, an Event of Default with respect to such Securities or any other
Securities shall have occurred and be continuing at the time of such deposit or,
with regard to any such event specified in Sections 5.1(5) and (6), at any time
on or prior to the 90th day after the date of such deposit (it being understood
that this condition shall not be deemed satisfied until after such 90th day).

         (h) Such defeasance or covenant defeasance shall not result in the
trust arising from such deposit constituting an investment company within the
meaning of the Investment Company Act of 1940 unless such trust shall be
registered under such Act or exempt from registration thereunder.

         (i) Such defeasance or covenant defeasance shall be effected in
compliance with any additional or substitute terms, conditions or limitations
which may be imposed on the Issuer in connection therewith as contemplated by
Section 2.3.

         Section 10.7 Deposited Money and U.S. Government Obligations to be Held
in Trust. Subject to the provisions of the last paragraph of Section 3.3, all
money and U.S. Government Obligations (or other property as may be provided
pursuant to Section 2.3) (including the proceeds thereof) deposited with the
Trustee pursuant to Section 10.6 in respect of any Securities of any series and
any Coupons appertaining thereto shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and any Coupons
appertaining thereto and this Indenture, to the payment, either directly or
through any paying agent (including the Issuer acting as its own paying agent)
as the Trustee may determine, to the Holders of such Securities and any Coupons
appertaining thereto of all sums due and to become due thereon in respect of
principal, premium, if any, and interest, if any, but such money need not be
segregated from other funds except to the extent required by law.


                                       43
<PAGE>

         Section 10.8 Repayment to Issuer. The Trustee (any paying agent) shall
promptly pay to the Issuer upon Issuer Order any excess money or securities held
by them at any time.

         Section 10.9 Indemnity For U.S. Government Obligations. The Issuer
shall pay, and shall indemnify the Trustee against, any tax, fee or other charge
imposed on or assessed against U.S. Government Obligations deposited pursuant to
this Article or the principal and interest and any other amount received on such
U.S. Government Obligations.

         Section 10.10 Reimbursement. If the Trustee or the paying agent is
unable to apply any money in accordance with this Article with respect to any
Securities by reason of any order or judgment of any court or government
authority enjoining, restraining or otherwise prohibiting such application, then
the obligations under this Indenture and such Securities from which the Issuer
has been discharged or released pursuant to Section 10.4 or 10.5 shall be
revived and reinstated as though no deposit had occurred pursuant to this
Article with respect to such Securities, until such time as the Trustee or
paying agent is permitted to apply all money held in trust pursuant to Section
10.7 with respect to such Securities in accordance with this Article; provided,
however, that if the Issuer makes any payment of principal of or any premium or
interest on any such Security following such reinstatement of its obligations,
the Issuer shall be subrogated to the rights (if any) of the Holders of such
Securities to receive such payment from the money so held in trust.

                                   ARTICLE 11

                            MISCELLANEOUS PROVISIONS

         Section 11.1 Incorporators, Shareholders, Officers and Directors Of
Issuer Exempt from Individual Liability. No recourse under or upon any
obligation, covenant or agreement contained in this Indenture, or in any
Security, or because of any indebtedness evidenced thereby, shall be had against
any incorporator, as such or against any past, present or future shareholder,
officer or director, as such, of the Issuer or of any successor, either directly
or through the Issuer or any successor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any legal
or equitable proceeding or otherwise, all such liability being expressly waived
and released by the acceptance of the Securities and the Coupons appertaining
thereto by the Holders thereof and as part of the consideration for the issue of
the Securities and the Coupons appertaining thereto.

         Section 11.2 Provisions of Indenture for the Sole Benefit of Parties
and Holders of Securities and Coupons. Nothing in this Indenture, in the
Securities or in the Coupons appertaining thereto, expressed or implied, shall
give or be construed to give to any person, firm or corporation, other than the
parties hereto and their successors and the holders of Senior Indebtedness and
the Holders of the Securities or Coupons, if any, any legal or equitable right,
remedy or claim under this Indenture or under any covenant or provision herein
contained, all such covenants and provisions being for the sole benefit of the
parties hereto and their successors, the holders of the Senior Indebtedness and
of the Holders of the Securities or Coupons, if any.

         Section 11.3 Successors and Assigns of Issuer Bound by Indenture. All
the covenants, stipulations, promises and agreements in this Indenture contained
by or in behalf of the Issuer shall bind its successors and assigns, whether so
expressed or not.

         Section 11.4 Notices and Demands on Issuer, Trustee and Holders of
Securities and Coupons. Any notice or demand which by any provision of this
Indenture is required or permitted to be given or served by the Trustee or by
the Holders of Securities or Coupons to or on the Issuer shall be in writing
(which may be by facsimile) and may be given or served by being deposited
postage prepaid, first-class mail (except as otherwise specifically provided
herein) addressed (until another address of the Issuer is filed by the Issuer
with the Trustee) to Endurance Specialty Holdings Ltd., Wellesley House, 90
Pitts Bay Road, Pembroke HM 08, Bermuda, Attn: General Counsel. Any notice,
direction, request or demand by the Issuer or any Holder of Securities or
Coupons to or upon the Trustee shall be deemed to have been sufficiently given
or served by being deposited postage prepaid, first-class mail (except as
otherwise specifically provided herein) addressed (until another address of the
Trustee is filed by the Trustee with the Issuer) to The Bank of New York, 101
Barclay Street, 8W, New York, NY 10286, Attn: Corporate Trust Administration.


                                       44
<PAGE>

                  Where this Indenture provides for notice to Holders of
Registered Securities, such notice shall be sufficiently given (unless otherwise
herein expressly provided) if in writing and mailed, first-class postage
prepaid, to each Holder entitled thereto, at his or her last address as it
appears in the Security register. In any case where notice to such Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders. Where this Indenture provides for notice
in any manner, such notice may be waived in writing by the person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.

                  In case, by reason of the suspension of or irregularities in
regular mail service, it shall be impracticable to mail notice to the Issuer
when such notice is required to be given pursuant to any provision of this
Indenture, then any manner of giving such notice as shall be reasonably
satisfactory to the Trustee shall be deemed to be a sufficient giving of such
notice.

         Section 11.5 Officer's Certificates and Opinions of Counsel; Statements
to Be Contained Therein. Upon any application or demand by the Issuer to the
Trustee to take any action under any of the provisions of this Indenture, the
Issuer shall furnish to the Trustee an Officer's Certificate stating that all
conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

                  Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture 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 or she has
made such examination or investigation as is necessary to enable him or her to
express an informed opinion as to whether or not such covenant or condition has
been complied with and (4) a statement as to whether or not, in the opinion of
such person, such condition or covenant has been complied with.

                  Any certificate, statement or opinion of an officer of the
Issuer may be based, insofar as it relates to legal matters, upon a certificate
or opinion of or representations by counsel, unless such officer knows that the
certificate or opinion or representations with respect to the matters upon which
his or her certificate, statement or opinion may be based as aforesaid are
erroneous, or in the exercise of reasonable care should know that the same are
erroneous. Any certificate, statement or opinion of counsel may be based,
insofar as it relates to factual matters, information with respect to which is
in the possession of the Issuer, upon the certificate, statement or opinion of
or representations by an officer or officers of the Issuer, unless such counsel
actually knows that the certificate, statement or opinion or representations
with respect to the matters upon which his or her certificate, statement or
opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.

                  Any certificate, statement or opinion of an officer of the
Issuer or of counsel may be based, insofar as it relates to accounting matters,
upon a certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Issuer, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his or her certificate, statement
or opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.


                                       45
<PAGE>

                  Any certificate or opinion of any independent firm of public
accountants filed with and directed to the Trustee shall contain a statement
that such firm is independent.

         Section 11.6 Payments Due on Saturdays, Sundays and Holidays. If the
date of maturity of interest on or principal of the Securities of any series or
any Coupons appertaining thereto or the date fixed for redemption or repayment
of any such Security or Coupon shall not be a Business Day, then payment of
interest or principal need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the date of
maturity or the date fixed for redemption, and no interest shall accrue for the
period after such date.

         Section 11.7 Conflict of Any Provision of Indenture with Trust
Indenture Act of 1939. If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by, or with another
provision (an "incorporated provision") included in this Indenture by operation
of, Sections 310 to 318, inclusive, of the Trust Indenture Act of 1939, such
imposed duties or incorporated provision shall control.

         Section 11.8 New York Law to Govern; Waiver of Jury Trial. This
Indenture and each Security and Coupon shall be deemed to be a contract under
the laws of the State of New York, and for all purposes shall be construed in
accordance with the laws of such State, except as may otherwise be required by
mandatory provisions of law.

         EACH OF THE ISSUER 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 11.9 Counterparts. This Indenture may be executed in any number
of counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

         Section 11.10 Effect of Headings. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.

         Section 11.11 Securities in a Foreign Currency or in ECU. Unless
otherwise specified in an Officer's Certificate delivered pursuant to Section
2.3 of this Indenture with respect to a particular series of Securities,
whenever for purposes of this Indenture any action may be taken by the Holders
of a specified percentage in aggregate principal amount of Securities of all
series or all series affected by a particular action at the time Outstanding
and, at such time, there are Outstanding Securities of any series which are
denominated in a coin or currency other than Dollars (including ECUs), then the
principal amount of Securities of such series which shall be deemed to be
Outstanding for the purpose of taking such action shall be that amount of
Dollars that could be obtained for such amount at the Market Exchange Rate. For
purposes of this Section 11.11, Market Exchange Rate shall mean the noon Dollar
buying rate in New York City for cable transfers of that currency as published
by the Federal Reserve Bank of New York; provided, however, in the case of ECUs,
Market Exchange Rate shall mean the rate of exchange determined by the
Commission of the European Communities (or any successor thereto) as published
in the Official Journal of the European Communities (such publication or any
successor publication, the "Journal"). If such Market Exchange Rate is not
available for any reason with respect to such currency, the Trustee shall use,
in its sole discretion and without liability on its part, such quotation of the
Federal Reserve Bank of New York or, in the case of ECUs, the rate of exchange
as published in the Journal, as of the most recent available date, or quotations
or, in the case of ECUs, rates of exchange from one or more major banks in The
City of New York or in the country of issue of the currency in question, which
for purposes of the ECU shall be Brussels, Belgium, or such other quotations or,
in the case of ECU, rates of exchange as the Trustee shall deem appropriate. The
provisions of this paragraph shall apply in determining the equivalent principal
amount in respect of Securities of a series denominated in a currency other than
Dollars in connection with any action taken by Holders of Securities pursuant to
the terms of this Indenture including without limitation any determination
contemplated in Section 5.1(7).


                                       46
<PAGE>

         All decisions and determinations of the Trustee regarding the Market
Exchange Rate or any alternative determination provided for in the preceding
paragraph shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
irrevocably binding upon the Issuer and all Holders.

         Section 11.12 Judgment Currency. The Issuer agrees, to the fullest
extent that it may effectively do so under applicable law, that (1) if for the
purpose of obtaining judgment in any court it is necessary to convert the sum
due in respect of the principal of or interest on the Securities of any series
(the "Required Currency") into a currency in which a judgment will be rendered
(the "Judgment Currency"), the rate of exchange used shall be the rate at which
in accordance with normal banking procedures the Trustee could purchase in The
City of New York the Required Currency with the Judgment Currency on the day on
which final unappealable judgment is entered, unless such day is not a Business
Day, then, to the extent permitted by applicable law, the rate of exchange used
shall be the rate at which in accordance with normal banking procedures the
Trustee could purchase in The City of New York the Required Currency with the
Judgment Currency on the Business Day preceding the day on which final
unappealable judgment is entered and (2) its obligations under this Indenture to
make payments in the Required Currency (a) shall not be discharged or satisfied
by any tender, or any recovery pursuant to any judgment (whether or not entered
in accordance with subsection (1)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the
actual receipt, by the payee, of the full amount of the Required Currency
expressed to be payable in respect of such payments, (b) shall be enforceable as
an alternative or additional cause of action for the purpose of recovering in
the Required Currency the amount, if any, by which such actual receipt shall
fall short of the full amount of the Required Currency so expressed to be
payable and (c) shall not be affected by judgment being obtained for any other
sum due under this Indenture.

         Section 11.13 Separability Clause. If any provision of this Indenture
or of the Securities, or the application of any such provision to any Person or
circumstance, shall be held to be invalid, illegal or unenforceable, the
remainder of this Indenture or of the Securities, or the application of such
provision to Persons or circumstances other than those as to whom or which it is
invalid, illegal or unenforceable, shall not in any way be affected or impaired
thereby.

                                   ARTICLE 12

                   REDEMPTION OF SECURITIES AND SINKING FUNDS

         Section 12.1 Applicability of Article. The provisions of this Article
shall be applicable to the Securities of any series which are redeemable before
their maturity or to any sinking fund for the retirement of Securities of a
series except as otherwise specified as contemplated by Section 2.3 for
Securities of such series.

         Section 12.2 Notice of Redemption; Partial Redemptions. Notice of
redemption to the Holders of Registered Securities of any series to be redeemed
as a whole or in part at the option of the Issuer shall be given by mailing
notice of such redemption by first class mail, postage prepaid, at least 30 days
and not more than 60 days prior to the date fixed for redemption to such Holders
of Securities of such series at their last addresses as they shall appear upon
the registry books. Notice of redemption to the Holders of Unregistered
Securities to be redeemed as a whole or in part, who have filed their names and
addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture
Act of 1939 shall be given at the Issuer's expense by mailing notice of such
redemption, by first class mail, postage prepaid, at least 30 days and not more
than 60 prior to the date fixed for redemption, to such Holders at such
addresses as were so furnished to the Trustee (and, in the case of any such
notice given by the Issuer, the Trustee shall make such information available to
the Issuer for such purpose). Notice of redemption to all other Holders of
Unregistered Securities shall be published in an Authorized Newspaper in the
Borough of Manhattan, The City of New York, and in an Authorized Newspaper in
London (and, if required by Section 3.10, in an Authorized Newspaper in
Luxembourg in each case, once in each of three successive calendar weeks, the
first publication to be not less than 30 nor more than 60 days prior to the date
fixed for redemption. Any notice which is mailed in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not the
Holder receives the notice. Failure to give notice by mail, or any defect in the
notice to the Holder of any Security of a series designated for redemption as a
whole or in part shall not affect the validity of the proceedings for the
redemption of any other Security of such series.


                                       47
<PAGE>

                  The notice of redemption to each such Holder shall identify
the securities to be redeemed (including CUSIP numbers), shall specify, the
principal amount of each Security of such series held by such Holder to be
redeemed, the date fixed for redemption, the redemption price, the place or
places of payment, that payment will be made upon presentation and surrender of
such Securities and, in the case of Securities with Coupons attached thereto, of
all Coupons appertaining thereto maturing after the date fixed for redemption,
that such redemption is pursuant to the mandatory or optional sinking fund, or
both, if such be the case, that interest accrued to the date fixed for
redemption will be paid as specified in such notice and that on and after said
date interest thereon or on the portions thereof to be redeemed will cease to
accrue. In case any Security of a series is to be redeemed in part only the
notice of redemption shall state the portion of the principal amount thereof to
be redeemed and shall state that on and after the date fixed for redemption,
upon surrender of such Security, a new Security or Securities of such series in
principal amount equal to the unredeemed portion thereof will be issued.

                  The notice of redemption of Securities of any series to be
redeemed at the option of the Issuer shall be given by the Issuer or, at the
Issuer's request, by the Trustee in the name and at the expense of the Issuer.

                  On or before 10:00 a.m., New York City time, the redemption
date specified in the notice of redemption given as provided in this Section,
the Issuer will deposit with the Trustee or with one or more paying agents (or,
if the Issuer is acting as its own paying agent, set aside, segregate and hold
in trust as provided in Section 3.3) an amount of money sufficient to redeem on
the redemption date all the Securities of such series so called for redemption
at the appropriate redemption price, together with accrued interest to the date
fixed for redemption. The Issuer will deliver to the Trustee at least 75 days
prior to the date fixed for redemption an Officer's Certificate stating the
aggregate principal amount of Securities to be redeemed. In case of a redemption
at the election of the Issuer prior to the expiration of any restriction on such
redemption, the Issuer shall deliver to the Trustee, prior to the giving of any
notice of redemption to Holders pursuant to this Section, an Officer's
Certificate stating that such restriction has been complied with.

                  If less than all the Securities of a series are to be
redeemed, the Trustee shall select, in such manner as it shall deem appropriate
and fair, Securities of such Series to be redeemed in whole or in part.
Securities may be redeemed in part in multiples equal to the minimum authorized
denomination for Securities of such series or any multiple thereof. The Trustee
shall promptly notify the Issuer in writing of the Securities of such series
selected for redemption and, in the case of any Securities of such series
selected for partial redemption, the principal amount thereof to be redeemed.
For all purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities of any series shall relate,
in the case of any Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Security which has been or is to be
redeemed.

         Section 12.3 Payment of Securities Called for Redemption. If notice of
redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date and
at the place stated in such notice at the applicable redemption price, together
with interest accrued to the date fixed for redemption, and on and after said
date (unless the Issuer shall default in the payment of such Securities at the
redemption price, together with interest accrued to said date) interest on the
Securities or portions of Securities so called for redemption shall cease to
accrue, and the unmatured Coupons, if any, appertaining thereto shall be void,
and, except as provided in Sections 3.3 and 6.5, such Securities shall cease
from and after the date fixed for redemption to be entitled to any benefit or
security under this Indenture, and the Holders thereof shall have no right in
respect of such Securities except the right to receive the redemption price
thereof and unpaid interest to the date fixed for redemption. On presentation
and surrender of such Securities at a place of payment specified in said notice,
together with all Coupons, if any, appertaining thereto maturing after the date
fixed for redemption, said Securities or the specified portions thereof shall be
paid and redeemed by the Issuer at the applicable redemption price, together
with interest accrued thereon to the date fixed for redemption; provided that
payment of interest becoming due on or prior to the date fixed for redemption
shall be payable in the case of Securities with Coupons attached thereto, to the
Holders of the Coupons for such interest upon surrender thereof, and in the case
of Registered Securities, to the Holders of such Registered Securities
registered as such on the relevant record date subject to the terms and
provisions of Sections 2.3 and 2.7 hereof.


                                       48
<PAGE>

                  If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal shall, until paid or duly
provided for, bear interest from the date fixed for redemption at the rate of
interest or Yield to Maturity (in the case of an Original Issue Discount
Security) borne by such Security.

                  If any Security with Coupons attached thereto is surrendered
for redemption and is not accompanied by all appurtenant Coupons maturing after
the date fixed for redemption such Security may be redeemed after deducting from
the redemption price any amount equal to the face amount of all such missing
Coupons, or the surrender of such missing Coupon or Coupons may be waived by the
Issuer and the Trustee if there be furnished to them such security or indemnity
as they may require to save each of them and any paying agent harmless. If
thereafter the Holder of such Security shall surrender to the Trustee or any
paying agent any such missing Coupon in respect of which a deduction shall have
been made from the redemption price, such Holder shall be entitled to receive
the amount so deducted; provided, however, that interest represented by Coupons
shall be payable as provided in Section 2.9 and, unless otherwise specified as
contemplated by Section 2.3, only upon presentation and surrender of those
Coupons.

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

         Section 12.4 Exclusion of Certain Securities from Eligibility for
Selection for Redemption. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number in an Officer's Certificate delivered to the Trustee at least 40 days
prior to the last date on which notice of redemption may be given as being owned
of record and beneficially by, and not pledged or hypothecated by either (a) the
Issuer or (b) an entity specifically identified in such written statement as
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Issuer.

         Section 12.5 Mandatory and Optional Sinking Funds. The minimum amount
of any sinking fund payment provided for by the terms of the Securities of any
series is herein referred to as a "mandatory sinking fund payment", and any
payment in excess of such minimum amount provided for by the terms of the
Securities of any series is herein referred to as an "optional sinking fund
payment". The date on which a sinking fund payment is to be made is herein
referred to as the "sinking fund payment date".

         (a) In lieu of making all or any part of any mandatory sinking fund
payment with respect to any series of Securities in cash, the Issuer may at its
option (a) deliver to the Trustee Securities of such series theretofore
purchased or otherwise acquired (except upon redemption pursuant to the
mandatory sinking fund) by the Issuer or receive credit for Securities of such
series (not previously so credited) theretofore purchased or otherwise acquired
(except as aforesaid) by the Issuer and delivered to the Trustee for
cancellation pursuant to Section 2.10, (b) receive credit for optional sinking
fund payments (not previously so credited) made pursuant to this Section, or (c)
receive credit for Securities of such series (not previously so credited)
redeemed by the Issuer through any optional redemption provision contained in
the terms of such series. Securities so delivered or credited shall be received
or credited by the Trustee at the sinking fund redemption price specified in
such Securities.



                                       49
<PAGE>

         (b) On or before the 60th day next preceding each sinking fund payment
date for any series, the Issuer will deliver to the Trustee an Officer's
Certificate (which need not contain the statements required by Section 11.5) (a)
specifying the portion of the mandatory sinking fund payment to be satisfied by
payment of cash and the portion to be satisfied by credit of Securities of such
series and the basis for such credit, (b) stating that none of the Securities of
such series has theretofore been so credited, (c) stating that no defaults in
the payment of interest or Events of Default with respect to such series have
occurred (which have not been waived or cured) and are continuing and (d)
stating whether or not the Issuer intends to exercise its right to make an
optional sinking fund payment with respect to such series and, if so, specifying
the amount of such optional sinking fund payment which the Issuer intends to pay
on or before the next succeeding sinking fund payment date. Any Securities of
such series to be credited and required to be delivered to the Trustee in order
for the Issuer to be entitled to credit therefor as aforesaid which have not
theretofore been delivered to the Trustee shall be delivered for cancellation
pursuant to Section 2.10 to the Trustee with such Officer's Certificate (or
reasonably promptly thereafter if acceptable to the Trustee). Such Officer's
Certificate shall be irrevocable and upon its receipt by the Trustee the Issuer
shall become unconditionally obligated to make all the cash payments or payments
therein referred to, if any, on or before the next succeeding sinking fund
payment date. Failure of the Issuer, on or before any such 60th day, to deliver
such Officer's Certificate and Securities specified in this paragraph, if any,
shall not constitute a default but shall constitute, on and as of such date, the
irrevocable election of the Issuer (i) that the mandatory sinking fund payment
for such series due on the next succeeding sinking fund payment date shall be
paid entirely in cash without the option to deliver or credit Securities of such
series in respect thereof and (ii) that the Issuer will make no optional sinking
fund payment with respect to such series as provided in this Section.

         (c) If the sinking fund payment or payments (mandatory or optional or
both) to be made in cash on the next succeeding sinking fund payment date plus
any unused balance of any preceding sinking fund payments made in cash shall
exceed $50,000 (or the equivalent thereof in any Foreign Currency or ECU) or a
lesser sum in Dollars (or the equivalent thereof in any Foreign Currency or ECU)
if the Issuer shall so request with respect to the Securities of any particular
series, such cash shall be applied on the next succeeding sinking fund payment
date to the redemption of Securities of such series at the sinking fund
redemption price together with accrued interest to the date fixed for
redemption. If such amount shall be $50,000 (or the equivalent thereof in any
Foreign Currency or ECU) or less and the Issuer makes no such request then it
shall be carried over until a sum in excess of $50,000 (or the equivalent
thereof in any Foreign Currency or ECU) is available. The Trustee shall select,
in the manner provided in Section 12.2, for redemption on such sinking fund
payment date a sufficient principal amount of Securities of such series to
absorb said cash, as nearly as may be, and shall (if requested in writing by the
Issuer) inform the Issuer of the serial numbers of the Securities of such series
(or portions thereof) so selected. Securities shall be excluded from eligibility
for redemption under this Section if they are identified by registration and
certificate number in an Officer's Certificate delivered to the Trustee at least
60 days prior to the sinking fund payment date as being owned of record and
beneficially by, and not pledged or hypothecated by either (a) the Issuer or (b)
an entity specifically identified in such Officer's Certificate as directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Issuer. The Trustee, in the name and at the expense of the
Issuer (or the Issuer, if it shall so request the Trustee in writing) shall
cause notice of redemption of the Securities of such series to be given in
substantially the manner provided in Section 12.2 (and with the effect provided
in Section 12.3) for the redemption of Securities of such series in part at the
option of the Issuer. The amount of any sinking fund payments not so applied or
allocated to the redemption of Securities of such series shall be added to the
next cash sinking fund payment for such series and, together with such payment,
shall be applied in accordance with the provisions of this Section. Any and all
sinking fund moneys held on the stated maturity date of the Securities of any
particular series (or earlier, if such maturity is accelerated), which are not
held for the payment or redemption of particular Securities of such series shall
be applied, together with other moneys, if necessary, sufficient for the
purpose, to the payment of the principal of, and interest on, the Securities of
such series at maturity.

         (d) On or before each sinking fund payment date, the Issuer shall pay
to the Trustee in cash or shall otherwise provide for the payment of all
interest accrued to the date fixed for redemption on Securities to be redeemed
on the next following sinking fund payment date.


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<PAGE>

         (e) The Trustee shall not redeem or cause to be redeemed any Securities
of a series with sinking fund moneys or give any notice of redemption of
Securities for such series by operation of the sinking fund during the
continuance of a default in payment of interest on such Securities or of any
Event of Default except that, where the giving of notice of redemption of any
Securities shall theretofore have been made, the Trustee shall redeem or cause
to be redeemed such Securities, provided that it shall have received from the
Issuer a sum sufficient for such redemption. Except as aforesaid, any moneys in
the sinking fund for such series at the time when any such default or Event of
Default shall occur, and any moneys thereafter paid into the sinking fund,
shall, during the continuance of such default or Event of Default, be deemed to
have been collected under Article V and held for the payment of all such
Securities. In case such Event of Default shall have been waived as provided in
Section 5.10 or the default cured on or before the sixtieth day preceding the
sinking fund payment date in any year, such moneys shall thereafter be applied
on the next succeeding sinking fund payment date in accordance with this Section
to the redemption of such Securities.

                                   ARTICLE 13

                                  SUBORDINATION

         Section 13.1 Agreement to Subordinate. The Issuer, for itself, its
successors and assigns, covenants and agrees, and each Holder of a Security or
Coupon, by its acceptance thereof, likewise covenants and agrees, that the
payment of the principal of and interest on, each and all of the Securities and
any Coupons is hereby expressly subordinated, to the extent and in the manner
hereinafter in this Article 13 set forth, in right of payment to the prior
payment in full of all Senior Indebtedness.

         Section 13.2 Rights of Senior Indebtedness in the Event of Insolvency,
Etc., of the Issuer.

         (a) In the event of any insolvency or bankruptcy proceedings, and any
receivership, liquidation, reorganization or other similar proceedings in
connection therewith, relative to the Issuer or to its creditors, as such, or to
its property, and in the event of any proceedings for voluntary liquidation,
dissolution or other winding up of the Issuer, whether or not involving
insolvency or bankruptcy, and in the event of any execution sale, then the
holders of Senior Indebtedness shall be entitled to receive payment in full of
principal thereof and interest due thereon (including, without limitation,
except to the extent, if any, prohibited by mandatory provisions of law,
post-petition interest in any such proceedings) in money or money's worth of all
Senior Indebtedness before the Holders are entitled to receive any payment on
account of the principal of or interest on the indebtedness evidenced by the
Securities or of the Coupons, and to that end the holders of Senior Indebtedness
shall be entitled to receive for application in payment thereof any payment or
distribution of any kind or character, whether in cash or property or
securities, which may be payable or deliverable in connection with any such
proceedings or sale in respect of the principal of or interest on the Securities
or Coupons other than securities of the Issuer as reorganized or readjusted or
securities of the Issuer or any other corporation provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at least to
the extent provided in this Article 13 with respect to the Securities or
Coupons, to the payment of all indebtedness of the nature of Senior
Indebtedness, provided that the rights of the holders of the Senior Indebtedness
are not altered by such reorganization or readjustment;

         (b) In the event and during the continuation of any default in payment
of any Senior Indebtedness or if any event of default, as therein defined, shall
exist under any Senior Indebtedness or any agreement pursuant to which any
Senior Indebtedness is issued, no payment of the principle of or interest on the
Securities or Coupons shall be made and the Issuer covenants that it will, upon
ascertaining any such default or event of default, provide written notice to the
Trustee of such default or event of default;

         (c) In the event that the Securities of any series are declared due and
payable before their expressed maturity because of the occurrence of an Event of
Default (under circumstances when the provisions of Subsection (1) of this
Section 13.2 shall not be applicable), the holders of all Senior Indebtedness
shall be entitled to receive payment in full in money or money's worth of such
Senior Indebtedness before such Holders are entitled to receive any payment on
account of the principal of or interest on the Securities or Coupons; and

         (d) No holder of Senior Indebtedness shall be prejudiced in his or her
right to enforce subordination of the Securities or Coupons by any act or
failure to act on the part of the Issuer.


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<PAGE>

         Section 13.3 Payment Over of Proceeds Received on Securities. In the
event that, notwithstanding the provisions of Section 13.2, any payment or
distribution of assets of the Issuer of any kind or character, whether in cash,
property or securities (other than securities of the Issuer as reorganized or
readjusted or securities of the Issuer or any other corporation provided for by
a plan of reorganization or readjustment the payment of which is subordinate, at
least to the extent provided in this Article 13 with respect to the Securities
or Coupons, to the payment of all indebtedness of the nature of Senior
Indebtedness, provided that the rights of the holders of the Senior Indebtedness
are not altered by such reorganization or readjustment) shall be received by the
Holders or by the Trustee for their benefit in connection with any proceedings
or sale referred to in Subsection (1) of Section 13.2 before all Senior
Indebtedness is paid in full in money or money's worth, such payment or
distribution shall be paid over to the holders of such Senior Indebtedness or
their representative or representatives or to the trustee or trustees under any
indenture under which any instruments evidencing any of such Senior Indebtedness
may have been issued, ratably according to the aggregate amounts remaining
unpaid on account of the Senior Indebtedness held or represented by each, for
application to the payment of all Senior Indebtedness remaining unpaid until all
such Senior Indebtedness shall have been paid in full in money or money's worth,
after giving effect to any concurrent payment or distribution to the holders of
such Senior Indebtedness.

                  From and after the payment in full in money or money's worth
of all Senior Indebtedness, the Holders (together with the holders of any other
indebtedness of the Issuer which is subordinate in right of payment to the
payment in full of all Senior Indebtedness, which is not subordinate in right of
payment to the Securities or Coupons and which by its terms grants such right of
subrogation to the holder thereof) shall be subrogated to the rights of the
holders of Senior Indebtedness to receive payments or distributions of assets or
securities of the Issuer applicable to the Senior Indebtedness until the
Securities and any Coupons shall be paid in full, and, for the purposes of such
subrogation, no such payments or distributions to the holders of Senior
Indebtedness of assets or securities, which otherwise would have been payable or
distributable to Holders, shall, as between the Issuer, its creditors other than
the holders of Senior Indebtedness, and the Holders, be deemed to be a payment
by the Issuer to or on account of the Senior Indebtedness, it being understood
that the provisions of this Article 13 are and are intended solely for the
purpose of defining the relative rights of the Holders, on the one hand, and the
holders of the Senior Indebtedness, on the other hand, and nothing contained in
this Article 13 or elsewhere in this Indenture or in the Securities or Coupons
is intended to or shall impair as between the Issuer, its creditors other than
the holders of Senior Indebtedness, and the Holders, the obligation of the
Issuer, which is unconditional and absolute, to pay to the Holders the principal
of and interest on the Securities or Coupons as and when the same shall become
due and payable in accordance with their terms, or to affect the relative rights
of the Holders and creditors of the Issuer other than the holders of the Senior
Indebtedness, nor shall anything herein or therein prevent the Trustee or the
holder of any Security or Coupon from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture subject to the
rights of the holders of Senior Indebtedness, under Section 13.2, to receive
cash, property or securities of the Issuer otherwise payable or deliverable to
the holders of the Securities or Coupons.

                  Upon any distribution or payment in connection with any
proceedings or sale referred to in Subsection (1) of Section 13.2, the Trustee,
subject as between the Trustee and the Holders to the provisions of Sections 6.1
and 6.2 hereof, shall be entitled to rely upon a certificate of the liquidating
trustee or agent or other Person making any distribution or payment to the
Trustee for the purpose of ascertaining the holders of Senior Indebtedness
entitled to participate in such payment or distribution, the amount of such
Senior Indebtedness or the amount payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 13.
In the event that the Trustee determines, in good faith, that further evidence
is required with respect to the right of any Person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this
Section 13.3, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, as to the extent to which such Person is entitled to
participate in such payment or distribution, and as to other facts pertinent to
the rights of such Person under this Section 13.3, and if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.


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<PAGE>

                  The Trustee, however, 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 it shall in good faith pay over or distribute to Holders or the
Issuer or any other Person moneys or assets to which any holders of Senior
Indebtedness shall be entitled by virtue of Article 13 of this Indenture 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 13.4 Payments to Holders. Nothing contained in this Article 13
or elsewhere in this Indenture, or in any of the Securities or in any Coupon,
shall prevent at any time, (1) the Issuer from making payments at any time of
principal of or interest on the Securities or Coupons, except under the
conditions described in Section 13.2 or during the pendency of any proceedings
or sale therein referred to, provided, however, that payments of principal of or
interest on the Securities or Coupons shall only be made by the Issuer within
three business days of the due dates for such payments or (2) the application by
the Trustee of any moneys deposited with it hereunder to the payment of or on
account of the principal of or interest on the Securities or Coupons, if at the
time of such deposit the Trustee did not have written notice in accordance with
Section 13.6 of any event prohibiting the making of such deposit by the Issuer
or if in the event of redemption, the Trustee did not have such written notice
prior to the time that the notice of redemption pursuant to Section 12.2 was
given (which notice of redemption shall in no event be given more than 60 days
prior to the date fixed for redemption).

         Section 13.5 Holders of Securities Authorize Trustee to Effectuate
Subordination of Securities. Each Holder by his or her acceptance of a Security
or Coupon authorizes and directs the Trustee on his or her behalf to take such
action as may be necessary or appropriate to acknowledge or effectuate the
subordination as provided in this Article 13 and appoints the Trustee as
attorney-in-fact for any and all such purposes, including, in the event of any
dissolution, winding up, liquidation or reorganization of the Issuer (whether in
bankruptcy, insolvency or receivership proceedings or upon an assignment for the
benefit of creditors or otherwise) tending towards liquidation of the business
and assets of the Issuer, the immediate filing of a claim for the unpaid balance
of such Holder's Securities or Coupons in the form required in said proceedings
and cause said claim to be approved.

         Section 13.6 Notice to Trustee. Notwithstanding the provisions of this
Article 13 or any other provisions of this Indenture, the Trustee shall not be
charged with the knowledge of the existence of any facts which would prohibit
the making of any payment of moneys to the Trustee, unless and until the Trustee
shall have received written notice thereof from the Issuer or from the holder or
the representative of any class of Senior Indebtedness; provided, however, that
if at least two Business Days prior to the date upon which by the terms hereof
any such monies may become payable for any purpose (including, without
limitation, the payment of either the cash amount payable at maturity or
interest on any Security or Coupon), the Trustee shall not have received with
respect to such monies the notice provided for in this Section 13.6, then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such monies and to apply the same to
the purpose for which they were received, and shall not be affected by any
notice to the contrary, which may be received by it on or after such two
Business Days prior to such date.

         Section 13.7 Trustee May Hold Senior Indebtedness. Subject to the
provisions of Section 6.13, the Trustee shall be entitled to all the rights set
forth in this Article 13 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 its right as such holder.

         Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 6.6.

         Section 13.8 Applicability of Article 13 to Paying Agents. In case at
any time any paying agent other than the Trustee shall be appointed by the
Issuer and be then acting hereunder, the term "Trustee" as used in this Article
13 in such case (unless the context shall otherwise require) be construed as
extending to and including such paying agent within its meaning as fully for all
intents and purposes as if such paying agent were named in this Article 13 in
place of the Trustee.


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<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of ________________.



                                           ENDURANCE SPECIALTY HOLDINGS LTD.

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

                                           THE BANK OF NEW YORK,
                                           as Trustee

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







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