<PAGE>

                                                                    Exhibit 4.13
================================================================================









                                     FORM OF



                           PURCHASE CONTRACT AGREEMENT



                                     BETWEEN



                        ENDURANCE SPECIALTY HOLDINGS LTD.



                                       AND



                              [                    ]



                           AS PURCHASE CONTRACT AGENT



                               DATED AS OF [DATE]









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



<PAGE>
                             Reconciliation and Tie
                           between Trust Indenture Act
                          of 1939 and Purchase Contract
                          Agreement dated as of [DATE]

Section of                                              Section of
Trust Indenture Act                                     Purchase Contract
of 1939, as amended                                     Agreement
-------------------                                     -----------------
310(a) ............................................     7.8
310(b).............................................     7.9(g),11.8
310(c).............................................     Inapplicable
311(a).............................................     11.2(b)
311(b).............................................     11.2(b)
311(c).............................................     Inapplicable
312(a).............................................     11.2(a)
312(b).............................................     11.2(b)
313................................................     11.3
314(a).............................................     11.4
314(b).............................................     Inapplicable
314(c).............................................     11.5
314(d).............................................     Inapplicable
314(e).............................................     1.2,1.3,11.5
314(f).............................................     11.1
315(a).............................................     7.1(a)
315(b).............................................     7.2
315(c).............................................     7.1(e)
315(d).............................................     7.1(b)
316(a).............................................     11.6
316(b).............................................     6.1
316(c).............................................     11.2
317(a).............................................     Inapplicable
317(b).............................................     Inapplicable
318(a).............................................     11.1(b)
318(b).............................................     11.1
318(c).............................................     11.1(a)


Note:    This reconciliation and tie shall not, for any purpose, be deemed to be
         a part of the Purchase Contract Agreement.


                                       i
<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                      Page
                                                                                                      ----
<S>                                                                                                     <C>
ARTICLE I Definitions and Other Provisions of General Applications.......................................1
   Section 1.1      Definitions..........................................................................1
   Section 1.2      Compliance Certificates and Opinions................................................14
   Section 1.3      Form of Documents Delivered to Purchase Contract Agent..............................15
   Section 1.4      Acts of Holders; Record Dates.......................................................15
   Section 1.5      Notices.............................................................................17
   Section 1.6      Notice to Holders; Waiver...........................................................18
   Section 1.7      Effect of Headings and Table of Contents............................................18
   Section 1.8      Successors and Assigns..............................................................18
   Section 1.9      Severability........................................................................18
   Section 1.10     Benefits of Agreement...............................................................19
   Section 1.11     Governing Law; Jurisdiction and Venue...............................................19
   Section 1.12     Legal Holidays......................................................................19
   Section 1.13     Counterparts........................................................................20
   Section 1.14     Inspection of Agreement.............................................................20
ARTICLE II Certificate Forms............................................................................20
   Section 2.1      Forms of Certificates Generally.....................................................20
   Section 2.2      Form of Purchase Contract Agent's Certificate of Authentication.....................21
ARTICLE III The Units...................................................................................21
   Section 3.1      Amount; Form and Denominations......................................................21
   Section 3.2      Rights and Obligations Evidenced by the Certificates................................22
   Section 3.3      Execution, Authentication, Delivery and Dating......................................23
   Section 3.4      Temporary Certificates..............................................................23
   Section 3.5      Registration; Registration of Transfer and Exchange.................................24
   Section 3.6      Book-Entry Interests................................................................25
   Section 3.7      Notices to Holders..................................................................26
   Section 3.8      Appointment of Successor Depositary.................................................26
   Section 3.9      Definitive Certificates.............................................................26
   Section 3.10     Mutilated, Destroyed, Lost and Stolen Certificates..................................27
   Section 3.11     Persons Deemed Owners...............................................................28
   Section 3.12     Cancellation........................................................................29
   Section 3.13     Creation of Treasury Units by Substitution of Treasury Securities...................29
   Section 3.14     Recreation of Corporate Units.......................................................31
   Section 3.15     Transfer of Collateral upon Occurrence of Termination Event.........................32
   Section 3.16     No Consent to Assumption............................................................33
ARTICLE IV The Debt Securities..........................................................................33
   Section 4.1      Interest Payments; Rights to Interest Preserved.....................................33
   Section 4.2      Interest Rate Reset.................................................................35
   Section 4.3      Notice and Voting...................................................................35
ARTICLE V The Purchase Contracts; The Remarketing.......................................................36
   Section 5.1      Purchase of Ordinary Shares.........................................................36
   Section 5.2      Purchase Contract Adjustment Payments...............................................38
</TABLE>



                                       ii
<PAGE>

<TABLE>

<S>                 <C>                                                                                <C>
   Section 5.3      Payment of Purchase Price; Remarketing..............................................40
   Section 5.4      Issuance of Ordinary Shares.........................................................45
   Section 5.5      Adjustment of Settlement Rate and Early Settlement Rate.............................46
   Section 5.6      Notice of Adjustments and Certain Other Events......................................54
   Section 5.7      Termination Event; Notice...........................................................54
   Section 5.8      Cash Settlement.....................................................................55
   Section 5.9      Early Settlement....................................................................58
   Section 5.10     Early Settlement Upon Merger........................................................60
   Section 5.11     Optional Remarketing................................................................62
   Section 5.12     No Fractional Shares................................................................62
   Section 5.13     Charges and Taxes...................................................................63
ARTICLE VI Remedies.....................................................................................63
   Section 6.1      Unconditional Right of Holders to Receive Purchase Contract Adjustment Payments
                    and to Purchase Ordinary Shares.....................................................63
   Section 6.2      Restoration of Rights and Remedies..................................................64
   Section 6.3      Rights and Remedies Cumulative......................................................64
   Section 6.4      Delay or Omission Not Waiver........................................................64
   Section 6.5      Undertaking for Costs...............................................................64
   Section 6.6      Waiver of Stay or Extension Laws....................................................65
ARTICLE VII The Purchase Contract Agent.................................................................65
   Section 7.1      Certain Duties and Responsibilities.................................................65
   Section 7.2      Notice of Default...................................................................66
   Section 7.3      Certain Rights of Purchase Contract Agent...........................................66
   Section 7.4      Not Responsible for Recitals or Issuance of Units...................................68
   Section 7.5      May Hold Units......................................................................69
   Section 7.6      Money Held in Custody...............................................................69
   Section 7.7      Compensation and Reimbursement......................................................69
   Section 7.8      Corporate Purchase Contract Agent Required; Eligibility.............................70
   Section 7.9      Resignation and Removal; Appointment of Successor...................................70
   Section 7.10     Acceptance of Appointment by Successor..............................................71
   Section 7.11     Merger, Amalgamation, Conversion, Consolidation or Succession to Business...........72
   Section 7.12     Preservation of Information; Communications to Holders..............................72
   Section 7.13     No Obligations of Purchase Contract Agent...........................................73
   Section 7.14     Tax Compliance......................................................................73
ARTICLE VIII Supplemental Agreements....................................................................73
   Section 8.1      Supplemental Agreements Without Consent of Holders..................................73
   Section 8.2      Supplemental Agreements With Consent of Holders.....................................74
   Section 8.3      Execution of Supplemental Agreements................................................75
   Section 8.4      Effect of Supplemental Agreements...................................................75
   Section 8.5      Reference to Supplemental Agreements................................................76
ARTICLE IX Merger, Consolidation Sale or Conveyance.....................................................76
   Section 9.1      When Company May Merge, Etc.........................................................76
   Section 9.2      Successor Corporation Substituted...................................................76
   Section 9.3      Limitation..........................................................................77
ARTICLE X Covenants.....................................................................................77
   Section 10.1     Performance Under Purchase Contracts................................................77
   Section 10.2     Maintenance of Office or Agency.....................................................78
</TABLE>


                                      iii
<PAGE>

<TABLE>

<S>                 <C>                                                                                 <C>
   Section 10.3     Company to Reserve Ordinary Shares..................................................78
   Section 10.4     Covenants as to Ordinary Shares.....................................................79
   Section 10.5     Statements of Officers of the Company as to Default.................................79
ARTICLE XI..............................................................................................79
   Section 11.1     Trust Indenture Act.................................................................79
   Section 11.2     List of Holders of Securities.......................................................79
   Section 11.3     Reports by the Purchase Contract Agent..............................................80
   Section 11.4     Periodic Reports to Purchase Contract Agent.........................................80
   Section 11.5     Evidence of Compliance with Conditions Precedent....................................80
   Section 11.6     Defaults; Waiver....................................................................80
   Section 11.7     Purchase Contract Agent's Knowledge of Defaults.....................................81
   Section 11.8     Conflicting Interests...............................................................81
   Section 11.9     Direction of Purchase Contract Agent................................................81
</TABLE>


                                       iv
<PAGE>



                   FORM OF FACE OF CORPORATE UNIT CERTIFICATE

                                  ABBREVIATIONS

             NOTICE FROM HOLDER TO PURCHASE CONTRACT AGENT (Election
        for Creation of Treasury Units or Recreation of Corporate Units)
                             INSTRUCTION FROM HOLDER
                           TO PURCHASE CONTRACT AGENT


            NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer
              of Collateral upon Occurrence of a Termination Event)
                            NOTICE TO SETTLE BY CASH

                                    EXHIBITS


EXHIBIT A  Form of Face of Corporate Unit Certificate......................  A-1
EXHIBIT B  Form of Face of Treasury Unit Certificate ......................  B-1
EXHIBIT C  Notice from Holder to Purchase Contract Agent
           (Election for Creation of Treasury Units or Recreation of
           Corporate Units) ...............................................  C-1
EXHIBIT D  Instruction From Holder to Purchase Contract Agent
           (Creation of Treasury Units or Recreation of Corporate Units) ..  D-1
EXHIBIT E  Notice from Purchase Contract Agent to Holders
           (Transfer of Collateral upon Occurrence of a
           Termination Event)..............................................  E-1
EXHIBIT F  Notice to Settle by Cash........................................  F-1
EXHIBIT G  Notice from Purchase Contract Agent to
           Remarketing Agent, Collateral Agent, Trustee and
           the Company (Initial, Subsequent or Final Remarketing)..........  G-1



                                       v
<PAGE>

         PURCHASE CONTRACT AGREEMENT, dated as of [DATE], between ENDURANCE
SPECIALTY HOLDINGS LTD., an exempted company incorporated in Bermuda as a
holding company (the "Company"), and [      ], acting as purchase contract agent
for the Holders of Units from time to time (the "Purchase Contract Agent").

                                    RECITALS

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

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

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

                                   ARTICLE I

                        Definitions and Other Provisions
                             of General Applications

Section 1.1 Definitions.

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

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

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

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

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

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


<PAGE>

         "Adjusted Purchase Contract Adjustment Payment Rate" means, with
respect to any Reset Transaction, the rate per annum that is the arithmetic
average of the rates quoted by two Reference Dealers selected by the Company as
the rate at which Purchase Contract Adjustment Payments should accrue so that
the fair closing price, expressed in dollars, of a Corporate Unit immediately
after the later of (i) public announcement of such Reset Transaction or (ii)
public announcement of a change in dividend policy in connection with such Reset
Transaction will equal the average Trading Price of a Corporate Unit for the 20
Trading Days immediately preceding the date of public announcement of such Reset
Transaction; provided that the Adjusted Purchase Contract Adjustment Payment
Rate shall not be less than ____% per annum.

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

         "Affiliated Person" with respect to any specified Person means any
other Person that is an Affiliate of such specified Person.

         "Agreement" means this Purchase Contract Agreement as the same may be
amended, modified or supplemented from time to time in accordance with the terms
hereof.

         "Applicable Closing Price" has the meaning set forth in Section 5.1.

         "Applicants" has the meaning set forth in Section 7.12(b).

         "Authorized Newspaper" means The Wall Street Journal, another daily
newspaper in the English language of general circulation in New York, New York
that is acceptable to the Remarketing Agent or, at the discretion of the
Remarketing Agent after consultation with the Company, a nationally recognized
quotation system that would be an effective medium of publicizing the event to
be publicized.

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

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

         "Board of Directors" means the board of directors of the Company or a
duly authorized committee of that board.


                                       2
<PAGE>

         "Board Resolution" means one or more resolutions or unanimous written
consents of the Board of Directors, a copy each of which has been certified by
the Secretary or an Assistant Secretary of the Company to have been duly adopted
by the Board of Directors and to be in full force and effect on the date of such
certification and delivered to the Purchase Contract Agent.

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

         "Business Day" means any day other than a Saturday or Sunday or a day
on which banking institutions in The City of New York are authorized or required
by law or executive order to remain closed.

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

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

         "Cash Settlement" has the meaning set forth in Section 5.8(a)(i).

         "Certificate" means a Corporate Unit Certificate or a Treasury Unit
Certificate.

         "Closing Price" has the meaning set forth in Section 5.1.

         "Code" means the Internal Revenue Code of 1986, as amended, and the
rules and regulations promulgated thereunder.

         "Collateral" has the meaning set forth in Section 1 of the Pledge
Agreement.

         "Collateral Account" has the meaning set forth in Section 1 of the
Pledge Agreement.

         "Collateral Agent" means _______________, as Collateral Agent under the
Pledge Agreement until a successor Collateral Agent shall have become such
pursuant to the applicable provisions of the Pledge Agreement, and thereafter
"Collateral Agent" shall mean the Person who is then the Collateral Agent
thereunder.

         "Collateral Substitution" means the substitution of Treasury
Securities, for a Holder's Debt Securities, pursuant to Section 3.13 of this
Agreement and Section 5.2 of the Pledge Agreement, and the substitution of a
Holder's Debt Securities for Treasury Securities, pursuant to Section 3.14 of
this Agreement and Section 5.3 of the Pledge Agreement.



                                       3
<PAGE>

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

         "Constituent Person" has the meaning set forth in Section 5.5(b).

         "Corporate Unit" means the collective rights and obligations of a
Holder of a Corporate Unit Certificate in respect of the Debt Securities or, if
substituted therefore, in respect of the Treasury Portfolio Interest, in each
case, subject to the Pledge thereof, and the related Purchase Contract.

         "Corporate Unit Certificate" means a certificate evidencing the rights
and obligations of a Holder in respect of the number of Corporate Units
specified on such certificate.

         "Corporate Units Register" and "Corporate Units Registrar" have the
respective meanings specified in Section 3.5.

         "Corporate Trust Office" means the office of the Purchase Contract
Agent at which, at any particular time, its corporate trust business shall be
principally administered, which office at the date hereof is located at
____________________, Attention: _________.

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

         "Current Market Price" has the meaning specified in Section 5.5(a)(8).

         "Debt Securities" means the ____% Debt Securities due ____ to be issued
by the Company under the Indenture, each having a minimum denomination of $50
and bearing interest, payable on the Payment Dates, initially at the Coupon Rate
to, but excluding, the Remarketing Settlement Date or the Purchase Contract
Settlement Date, as applicable, and, thereafter, at the Reset Rate, in each case
pursuant to the Indenture. Any reference herein to "one Debt Security," "a Debt
Security" or "the Debt Security" or any phrase herein having a similar meaning
shall be a reference to a Debt Security in the principal amount of $50.

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

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



                                       4
<PAGE>

         "Dividend Yield" means, with respect to any security for any period,
the dividends paid or proposed to be paid pursuant to an announced dividend
policy on such security for such period divided by, if with respect to dividends
paid on such security, the average Closing Price of such security during such
period and, if with respect to dividends so proposed to be paid on such
security, the Closing Price of such security on the effective date of the
related Reset Transaction.

         "DTC" means The Depository Trust Company, the initial Depositary.

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

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

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

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

         "Election Date" means the fourth Business Day prior to the Initial
Remarketing Date.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

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

         "Expiration Date" has the meaning set forth in Section 1.4(e).

         "Expiration Time" has the meaning set forth in Section 5.5(a)(6).

         "Failed Remarketing" has the meaning set forth in Section 5.3(c).

         "Final Remarketing" has the meaning set forth in the Remarketing
Agreement.

         "Final Remarketing Date" has the meaning set forth in the Remarketing
Agreement.

         "Global Certificate" means a Certificate that is issued in global form,
evidencing all or part of the Units, and is registered in the name of a
Depositary or a nominee thereof.

         "Holder" means, with respect to a Unit, the Person in whose name the
Unit evidenced by a Corporate Unit Certificate and/or a Treasury Unit
Certificate is registered in the related Corporate Units Register and/or the
Treasury Units Register, as the case may be; provided, however, that in
determining whether the Holders of the requisite number of Corporate Units
and/or Treasury Units have Acted on any matter, then for the purpose of such
determination only (and not for any other purpose hereunder), if the Units
remain in the form of one or more Global Certificates and if the Depositary
which is the registered holder of such Global Certificate has sent an omnibus
proxy assigning voting rights to the Depositary Participants to whose accounts
the Units are credited on the applicable record date, the term "Holder" shall
mean such Depositary Participant acting at the direction of the Beneficial
Owners.



                                       5
<PAGE>

         "Indenture" means the Indenture, dated as of [DATE], between the
Company and the Trustee (the "Original Indenture") and the Officers'
Certificate, dated as of [DATE] establishing the terms and other provisions of
the Debt Securities pursuant to the Original Indenture (the "Indenture Officers'
Certificate" and together with the Original Indenture, the "Indenture"), as the
same may be amended, modified or supplemented from time to time in accordance
with the terms thereof.

         "Initial Remarketing" has the meaning set forth in the Remarketing
Agreement.

         "Initial Remarketing Date" has the meaning set forth in the Remarketing
Agreement.

         "Issuer Order" or "Issuer Request" means a written request or order
signed in the name of the Company by (i) either its Chief Executive Officer, its
President or one of its Vice Presidents and (ii) either its Corporate Secretary
or one of its Assistant Corporate Secretaries or its Treasurer or one of its
Assistant Treasurers, and delivered to the Purchase Contract Agent.

         "Merger Early Settlement" has the meaning set forth in Section 5.10.

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

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

         "Non-electing Share" has the meaning set forth in Section 5.5(b).

         "Officers' Certificate" means a certificate signed by (i) either the
Chief Executive Officer, the President or one of the Vice Presidents and (ii)
either the Corporate Secretary or one of the Assistant Corporate Secretaries or
the Treasurer or one of the Assistant Treasurers, of the Company, and delivered
to the Purchase Contract Agent.

         "Opinion of Counsel" means a written opinion of counsel, which may be
counsel for the Company (and who may be an employee of the Company), and which
shall be reasonably acceptable to the Purchase Contract Agent.

         "Ordinary Shares" means the ordinary shares, $1.00 par value per share,
of the Company.

         "Outstanding Units" means, with respect to any Corporate Unit or
Treasury Unit and as of the date of determination, all Corporate Units or
Treasury Units evidenced by Certificates theretofore authenticated, executed and
delivered under this Agreement, except:

                                       6
<PAGE>

                  (1) If a Termination Event has occurred, Corporate Units and
         Treasury Units for which the related Debt Securities, the Treasury
         Portfolio or Treasury Securities, as the case may be, have been
         theretofore deposited with the Purchase Contract Agent in trust for the
         Holders of such Corporate Units or Treasury Units, as the case may be;

                  (2) Corporate Units and Treasury Units evidenced by
         Certificates theretofore cancelled by the Purchase Contract Agent or
         delivered to the Purchase Contract Agent for cancellation or deemed
         cancelled pursuant to the provisions of this Agreement; and

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

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

         "Payment Date" means each __________, ___________, __________ and
__________, commencing [DATE].

         "Permitted Investments" has the meaning set forth in Section 1 of the
Pledge Agreement.

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



                                       7
<PAGE>

         "Plan" means an employee benefit plan that is subject to ERISA, a plan
or individual retirement account that is subject to Section 4975 of the Code or
any entity whose assets are considered assets of any such plan.

         "Pledge" means the pledge under the Pledge Agreement of the Debt
Securities, any Treasury Portfolio or any Treasury Securities, in each case,
constituting a part of the Units.

         "Pledge Agreement" means the Pledge Agreement, dated as of the date
hereof, by and among the Company, the Collateral Agent, the Securities
Intermediary and the Purchase Contract Agent, on its own behalf and as
attorney-in-fact for the Holders from time to time of the Units, as the same may
be amended, modified or supplemented from time to time in accordance with the
terms thereof.

         "Pledged Debt Securities" has the meaning set forth in Section 1 of the
Pledge Agreement.

         "Pledged Treasury Portfolio Interest" has the meaning set forth in
Section 1 of the Pledge Agreement.

         "Pledged Treasury Securities" has the meaning set forth in Section 1 of
the Pledge Agreement.

         "Predecessor Certificate" means a Predecessor Corporate Unit
Certificate or a Predecessor Treasury Unit Certificate.

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

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

         "Proceeds" has the meaning set forth in Section 1 of the Pledge
Agreement.



                                       8
<PAGE>

         "Purchase Contract" means, with respect to any Units, the contract
contained in this Agreement and forming a part of such Units and obligating (i)
the Company to sell, and the Holder of such Units to purchase, Ordinary Shares
and (ii) the Company to pay to the Holder Purchase Contract Adjustment Payments,
in each case, on the terms and subject to the conditions set forth in Article
Five.

         "Purchase Contract Adjustment Payments" means the payments payable by
the Company on the Payment Dates in respect of each Purchase Contract, equal to
(a) if a Reset Transaction has not occurred, ____% per annum of the Stated
Amount or (b) following the occurrence of a Reset Transaction, the Adjusted
Purchase Contract Adjustment Payment Rate related to such Reset Transaction
until any succeeding Reset Transaction shall occur, in either case computed (i)
for any full quarterly period on the basis of a 360-day year of twelve 30-day
months, (ii) for any period shorter than a full quarterly period for which such
payments are calculated, on the basis of a 30-day month and (iii) for periods of
less than a month, the actual number of days elapsed per 30-day month.

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

         "Purchase Contract Settlement Date" means [DATE].

         "Purchase Contract Settlement Fund" has the meaning set forth in
Section 5.4.

         "Purchase Price" has the meaning set forth in Section 5.1.

         "Purchased Shares" has the meaning set forth in Section 5.5(a)(6).

         "Record Date" for the Purchase Contract Adjustment Payments payable on
any Payment Date means the fifteenth Business Day prior to such Payment Date.

         "Reference Dealer" means a dealer engaged in the trading of convertible
securities.

         "Reference Price" has the meaning set forth in Section 5.1.

         "Register" means the Corporate Units Register and the Treasury Units
Register.

         "Registrar" means the Corporate Units Registrar and the Treasury Units
Registrar.

         "Remarketing" means the remarketing of the Remarketing Debt Securities
pursuant to the Remarketing Procedures.



                                       9
<PAGE>

         "Remarketing Agent" has the meaning set forth in Section 5.3(b).

         "Remarketing Agreement" means the Remarketing Agreement, dated as of
the date hereof, between the Company and the Remarketing Agent, as the same may
be amended, modified or supplemented from time to time in accordance with the
terms thereof.

         "Remarketing Date" means the date of any Successful Remarketing.

         "Remarketing Fee" has the meaning set forth in Section 5.3(b).

         "Remarketing Procedures" means, collectively, the procedures and
requirements relating to the Remarketing and the determination of the Reset Rate
as set forth in the Indenture, this Agreement, the Pledge Agreement and the
Remarketing Agreement.

         "Remarketing Debt Securities" has the meaning set forth in Section
5.3(b).

         "Remarketing Settlement Date" means the date of the settlement of any
Successful Remarketing, which will be three Business Days after such
Remarketing.

         "Remarketing Value" means the sum of:

                  (1) Unless the Remarketing occurs on the Final Remarketing
         Date, the value on the Remarketing Date of U.S. Treasury securities
         that will mature or pay, on or prior to the Payment Date falling on the
         Purchase Contract Settlement Date, an amount of cash equal to the
         aggregate interest that is scheduled to be payable on that Payment
         Date, on (i) the Debt Securities that are included in Corporate Units
         and (ii) the Separated Debt Securities, in each case, which are
         participating in the Remarketing, assuming for that purpose that the
         interest rate on the Debt Securities is equal to the Coupon Rate;

                  (2) the value on the Remarketing Date of U.S. Treasury
         securities that will pay, on or prior to the Purchase Contract
         Settlement Date, an amount of cash equal to the Stated Amount of (i)
         such Debt Securities that are included in Corporate Units and (ii) the
         Separated Debt Securities, in each case, which are participating in the
         Remarketing; and

                  (3) the Remarketing Fee;

provided that, for purposes of each of clauses (1) through (3) above, the
Remarketing Value shall be calculated on the assumptions that (i) the U.S.
Treasury securities are highly liquid securities and mature on or within 35 days
prior to the Purchase Contract Settlement Date, as determined in good faith by
the Remarketing Agent in a manner intended to minimize the Remarketing Value,
and (ii) the U.S. Treasury securities are valued based on the ask-side price of
the Treasury securities at a time between 9:00 a.m. and 11:00 a.m. (New York
City time), selected by the Remarketing Agent, on the Remarketing Date as
determined on a third-day settlement basis by a reasonably and customary means
selected in good faith by the Remarketing Agent, plus accrued interest to that
date; and provided further that, the Remarketing Agent shall, in its sole
discretion, select the U.S. Treasury securities in connection with a Remarketing
in open market transactions, at a U.S. Treasury auction and/or from its own
account.



                                       10
<PAGE>

         "Reorganization Event" has the meaning set forth in Section 5.5(b).

         "Reset Rate" has the meaning set forth in the Indenture Officers'
Certificate.

         "Reset Transaction" means a merger, consolidation or statutory share
exchange to which the Person that is the issuer of the Ordinary Shares for which
the Purchase Contracts are then to be settled is a party, a sale of all or
substantially all assets of such Person, a recapitalization of such Ordinary
Shares or a distribution described in Section 5.5(a)(4) by such Person and after
the effective date of such transaction the Purchase Contracts are then to be
settled for shares of common stock of a Person (i) which had a Dividend Yield
for the four fiscal quarters immediately preceding the public announcement
thereof which was, or (ii) that announces a dividend policy prior to the
effective date thereof which policy, if implemented, would result in a Dividend
Yield on such Ordinary Shares for the next four fiscal quarters which would be,
more than 250 basis points higher than the Dividend Yield on the Ordinary Shares
for which the Purchase Contracts are to be settled prior to such effective date
for the four fiscal quarters immediately preceding such public announcement.

         "Responsible Officer" means, when used with respect to the Agent, any
officer within the Corporate Trust Administration unit of the Purchase Contract
Agent (or any successor unit or department of the Agent) located at the
Corporate Trust Office of the Purchase Contract Agent who has direct
responsibility for the administration of this Agreement.

         "Securities Intermediary" means _______________, as Securities
Intermediary under the Pledge Agreement until a successor Securities
Intermediary shall have become such pursuant to the applicable provisions of the
Pledge Agreement, and thereafter "Securities Intermediary" shall mean such
successor.

         "Separated Debt Securities" has the meaning set forth in the Pledge
Agreement.

         "Settlement Rate" has the meaning specified in Section 5.1.

         "Stated Amount" means, with respect to any one Unit, $50 in cash.

         "Stated Maturity" means, with respect to the Debt Securities, [DATE].

         "Subsequent Remarketing" has the meaning specified in the Remarketing
Agreement.



                                       11
<PAGE>

         "Subsequent Remarketing Date" has the meaning specified in the
Remarketing Agreement.

         "Successful Final Remarketing" has the meaning specified in the Pledge
Agreement.

         "Successful Initial Remarketing" has the meaning specified in the
Pledge Agreement.

         "Successful Remarketing" has the meaning specified in the Remarketing
Agreement.

         "Successful Subsequent Remarketing" has the meaning specified in the
Pledge Agreement.

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

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

                  (1) at any time on or prior to the Purchase Contract
         Settlement Date, a judgment, decree or court order shall have been
         entered granting relief with respect to the Company under the
         Bankruptcy Code or any other similar applicable Federal or state law,
         adjudicating the Company to be insolvent, or approving as properly
         filed a petition seeking reorganization or liquidation of the Company,
         and, unless such judgment, decree or order shall have been entered
         within 60 days prior to the Purchase Contract Settlement Date, such
         decree or order shall have continued undischarged and unstayed for a
         period of 60 days;

                  (2) a judgment, decree or court order for the appointment of a
         receiver or liquidator or trustee or assignee in bankruptcy or
         insolvency of the Company or of its property, or for the winding up or
         liquidation of its affairs, shall have been entered, and, unless such
         judgment, decree or order shall have been entered within 60 days prior
         to the Purchase Contract Settlement Date, such judgment, decree or
         order shall have continued undischarged and unstayed for a period of 60
         days; or

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



                                       12
<PAGE>

         "Threshold Appreciation Price" has the meaning set forth in Section
5.1.

         "TIA" means the Trust Indenture Act of 1939, as amended from time to
time, or any successor legislation, and the rules and regulations promulgated
thereunder.

         "Trading Day" has the meaning set forth in Section 5.1.

         "Trading Price" of a security on any date of determination means:

                  (1) the closing sale price (or, if no closing price is
         reported, the last reported sale price) of a security (regular way) on
         the New York Stock Exchange, Inc. on such date;

                  (2) if such security is not listed for trading on the New York
         Stock Exchange, Inc. on any such date, the closing sale price as
         reported in the composite transactions for the principal United States
         securities exchange on which such security is so listed;

                  (3) if such security is not so listed on a United States
         national or regional securities exchange, the closing sale price as
         reported by the NASDAQ Stock Market;

                  (4) if such security is not so reported, the price quoted by
         Interactive Data Corporation for such security or, if Interactive Data
         Corporation is not quoting such price, a similar quotation service
         selected by the Company;

                  (5) if such security is not so quoted, the average of the
         mid-point of the last bid and ask prices for such security from at
         least two dealers recognized as market-makers for such security; or

                  (6) if such security is not so quoted, the average of the last
         bid and ask prices for such security from a Reference Dealer.

         "Transfer" has the meaning specified in the Pledge Agreement.

         "Treasury Portfolio" has the meaning specified in Section 5.3(b).

         "Treasury Portfolio Interest" has the meaning specified in Section
5.3(b).

         "Treasury Portfolio Return" has the meaning specified in Section 4.1.



                                       13
<PAGE>

         "Treasury Security" means a zero-coupon U.S. Treasury Security that has
a principal amount at maturity of $1,000 and which matures on or prior to the
Business Day prior to the Purchase Contract Settlement Date.

         "Treasury Units" means, following the substitution of Treasury
Securities for Debt Securities as collateral to secure a Holder's obligations
under a Purchase Contract, the collective rights and obligations of a Holder of
a Treasury Unit Certificate in respect of such Treasury Securities, subject to
the Pledge thereof, and the related Purchase Contract.

         "Treasury Unit Certificate" means a certificate evidencing the rights
and obligations of a Holder in respect of the number of Treasury Units specified
on such certificate.

         "Treasury Units Register" and "Treasury Units Registrar" have the
respective meanings set forth in Section 3.5.

         "Trustee" means ___________________, a ________ corporation, as trustee
under the Indenture, or any successor thereto.

         "Underwriters" means ____________________, as underwriters under the
Underwriting Agreement.

         "Underwriting Agreement" means the Underwriting Agreement dated [DATE]
between the Company and the Underwriters relating to the offer, issuance and
sale of the Corporate Units, as the same may be amended, modified or
supplemented from time to time in accordance with the terms thereof.

         "Units" means Corporate Units, Treasury Units, or the collective
reference to the Corporate Units and the Treasury Units, as the case may be.

Section 1.2 Compliance Certificates and Opinions.

         Except as otherwise expressly provided by this Agreement, upon any
application or request by the Company to the Purchase Contract Agent to take any
action in accordance with any provision of this Agreement, the Company shall
furnish to the Purchase Contract Agent an Officers' Certificate stating that all
conditions precedent, if any, provided for in this Agreement relating to the
proposed action have been complied with and, if requested by the Purchase
Contract Agent, an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Agreement
relating to such particular application or request, no additional certificate or
opinion need be furnished.

        Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Agreement (other than pursuant to
Section 10.5) shall include:


                                       14
<PAGE>


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

                  (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 each such individual,
         he or she has made such examination or investigation as is necessary to
         enable such individual to express an informed opinion as to whether or
         not such covenant or condition has been complied with; and

                  (4) a statement as to whether, in the opinion of each such
         individual, such condition or covenant has been complied with.

Section 1.3 Form of Documents Delivered to Purchase Contract Agent.

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

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

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

Section 1.4 Acts of Holders; Record Dates.

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



                                       15
<PAGE>

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

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

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

         (e) The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Units entitled to give, make or take any
request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Agreement to be given, made or taken by
Holders of Units. If any record date is set pursuant to this paragraph, the
Holders of the Outstanding Corporate Units and the Outstanding Treasury Units,
as the case may be, on such record date, and no other Holders, shall be entitled
to take the relevant action with respect to the Corporate Units or the Treasury
Units, as the case may be, whether or not such Holders remain Holders after such
record date; provided that no such action shall be effective hereunder unless
taken on or prior to the applicable Expiration Date by Holders of the requisite
number of Outstanding Units on such record date. Nothing contained in this
paragraph shall be construed to prevent the Company from setting a new record
date for any action for which a record date has previously been set pursuant to
this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and be of no effect), and nothing
contained in this paragraph shall be construed to render ineffective any action
taken by Holders of the requisite number of Outstanding Units on the date such
action is taken. Promptly after any record date is set pursuant to this
paragraph, the Company, at its own expense, shall cause notice of such record
date, the proposed action by Holders and the applicable Expiration Date to be
given to the Purchase Contract Agent in writing and to each Holder of Units in
the manner set forth in Section 1.6.



                                       16
<PAGE>

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

Section 1.5 Notices.

         Any notice or communication is duly given if in writing and delivered
in Person or mailed by first-class mail (registered or certified, return receipt
requested), telecopier (with receipt confirmed) or overnight air courier
guaranteeing next day delivery, to the others' address; provided that notice
shall be deemed given to the Purchase Contract Agent and the Trustee, as the
case may be, only upon receipt thereof:

                                    If to the Company:

                                    Endurance Specialty Holdings Ltd.
                                    Wellesley House,
                                    90 Pitts Bay Road,
                                    Pembroke HM 08, Bermuda
                                    Telecopier No.:   __________
                                    Attention:  General Counsel

                                    If to the Purchase Contract Agent:

                                    [                          ]

                                    ___________________
                                    ___________________
                                    Telecopier No.: __________
                                    Attention: _______________

                                    If to the Collateral Agent and Securities
                                    Intermediary:
                                    ___________________
                                    ___________________
                                    ___________________
                                    Telecopier No.: __________
                                    Attention: _______________

                                    If to the Trustee:

                                    ___________________
                                    ___________________
                                    ___________________
                                    Telecopier No.: __________
                                    Attention: _______________


                                       17
<PAGE>

Section 1.6 Notice to Holders; Waiver.

         Where this Agreement provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at its address as it appears in the applicable Register, not
later than the latest date, and not earlier than the earliest date, prescribed
for the giving of such notice. In any case where notice to Holders is given by
mail, neither the failure to mail such notice, nor any defect in any notice so
mailed to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders. Where this Agreement provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Purchase Contract Agent, 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 regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Purchase
Contract Agent shall constitute a sufficient notification for every purpose
hereunder.

Section 1.7 Effect of Headings and Table of Contents.

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

Section 1.8 Successors and Assigns.

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

Section 1.9 Severability.

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



                                       18
<PAGE>

Section 1.10 Benefits of Agreement.

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

Section 1.11 Governing Law; Jurisdiction and Venue.

         THIS AGREEMENT AND THE UNITS SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         The Company, the Purchase Contract Agent and the Holders from time to
time of the Units, acting through the Purchase Contract Agent as their
attorney-in-fact, hereby submit to the nonexclusive jurisdiction of the United
States District Court for the Southern District of New York for the purposes of
all legal proceedings arising out of or relating to this Agreement or the
transactions contemplated hereby. The Company and the Holders from time to time
of the Units, acting through the Purchase Contract Agent as their
attorney-in-fact, irrevocably waive, to the fullest extent permitted by
applicable law, any objection which they may now or hereafter have to the laying
of the venue of any such proceeding brought in such a court and any claim that
any such proceeding brought in such a court has been brought in an inconvenient
forum.

Section 1.12 Legal Holidays.

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

         In any case where any Purchase Contract Settlement Date shall not be a
Business Day, notwithstanding any other provision of this Agreement, the
Corporate Unit Certificates or the Treasury Unit Certificates, Purchase
Contracts shall not be settled on such date, but the Purchase Contracts shall be
settled on the immediately following Business Day with the same force and effect
as if performed on the Purchase Contract Settlement Date.


                                       19
<PAGE>

Section 1.13 Counterparts.

         This Agreement may be executed in any number of counterparts by the
parties hereto on separate counterparts, each of which, when so executed and
delivered, shall be deemed an original, but all such counterparts shall together
constitute one and the same instrument.

Section 1.14 Inspection of Agreement.

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

                                   ARTICLE II

                                Certificate Forms

Section 2.1 Forms of Certificates Generally.

         The Corporate Unit Certificates (including the form of Purchase
Contract forming part of the Corporate Units evidenced thereby) shall be in
substantially the form set forth in Exhibit A hereto, with such letters, numbers
or other marks of identification or designation and such legends or endorsements
printed, lithographed or engraved thereon as may be required by the rules of any
securities exchange on which the Corporate Units are listed or any depositary
therefor, or as may, consistently herewith, be determined by the officers of the
Company executing such Corporate Unit Certificates, as evidenced by their
execution of the Corporate Unit Certificates.

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

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

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



                                       20
<PAGE>

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

                  "This Certificate is a Global Certificate within the meaning
         of the Purchase Contract Agreement hereinafter referred to and is
         registered in the name of The Depository Trust Company, a New York
         corporation (the "Depositary"), or a nominee of the Depositary. This
         Certificate is exchangeable for certificates registered in the name of
         a person other than the Depositary or its nominee only in the limited
         circumstances described in the Purchase Contract Agreement and no
         transfer of this Certificate (other than a transfer of this Certificate
         as a whole by the Depositary to a nominee of the Depositary or by a
         nominee of the Depositary to the Depositary or another nominee of the
         Depositary) may be registered except in limited circumstances.

                  Unless this Certificate is presented by an authorized
         representative of the Depositary to Endurance Specialty Holdings Ltd.
         or its agent for registration of transfer, exchange or payment, and any
         certificate issued is registered in the name of Cede & Co. or such
         other name as is requested by an authorized representative of the
         Depositary (and any payment hereon is made to Cede & Co. or to such
         other entity as is requested by an authorized representative of the
         Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
         OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner
         hereof, Cede & Co., has an interest herein."

Section 2.2 Form of Purchase Contract Agent's Certificate of Authentication.

         The form of the Purchase Contract Agent's certificate of authentication
of the Corporate Units shall be in substantially the form set forth on the form
of the Corporate Unit Certificates.

         The form of the Purchase Contract Agent's certificate of authentication
of the Treasury Units shall be in substantially the form set forth on the form
of the Treasury Unit Certificates.

                                  ARTICLE III

                                    The Units

Section 3.1 Amount; Form and Denominations.

         The aggregate number of Units evidenced by Certificates authenticated,
executed on behalf of the Holders and delivered hereunder is limited to
__________ (or up to __________ if the Underwriters' over-allotment option
pursuant to the Underwriting Agreement is exercised in full), except for
Certificates authenticated, executed and delivered upon registration of transfer
of, in exchange for, or in lieu of, other Certificates pursuant to Sections 3.4,
3.5, 3.10, 3.13, 3.14, 5.9 or 5.10.



                                       21
<PAGE>

         The Certificates shall be issuable only in registered form and only in
denominations of a single Corporate Unit or Treasury Unit and any integral
multiple thereof.

Section 3.2 Rights and Obligations Evidenced by the Certificates.

         Each Corporate Unit Certificate shall evidence the number of Corporate
Units specified therein, with each such Corporate Unit representing (1) the
ownership by the Holder thereof of a beneficial interest in one Debt Security
or, if substituted therefor, the Pledged Treasury Portfolio Interest, in either
case, subject to the Pledge of such Debt Security or such Pledged Treasury
Portfolio Interest, as the case may be, by such Holder pursuant to the Pledge
Agreement, and (2) the rights and obligations of the Holder thereof and the
Company under one Purchase Contract. The Purchase Contract Agent as
attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall
pledge, pursuant to the Pledge Agreement, the Debt Security or, if substituted
therefor, the Treasury Portfolio Interest, forming a part of such Corporate
Unit, to the Collateral Agent and grant to the Collateral Agent a security
interest in the right, title and interest of such Holder in such Debt Security
or such Treasury Portfolio Interest, as the case may be, for the benefit of the
Company, to secure the obligation of the Holder under each Purchase Contract to
purchase Ordinary Shares pursuant to the Purchase Contract.

         Upon the formation of Treasury Units pursuant to Section 3.13, each
Treasury Unit Certificate shall evidence the number of Treasury Units specified
therein, with each such Treasury Unit representing (1) the ownership by the
Holder thereof of a 1/20 undivided beneficial interest in a Treasury Security
with a principal amount equal to $1,000, subject to the Pledge of such Treasury
Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and
obligations of the Holder thereof and the Company under one Purchase Contract.
The Purchase Contract Agent as attorney-in-fact for, and on behalf of, the
Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, the
Treasury Security or Treasury Securities forming a part of such Treasury Unit,
to the Collateral Agent and grant to the Collateral Agent a security interest in
the right, title and interest of such Holder in such Treasury Security or
Treasury Securities for the benefit of the Company, to secure the obligation of
the Holder under each Purchase Contract to purchase Ordinary Shares pursuant to
this Agreement and the related Purchase Contract.

         Prior to the purchase of Ordinary Shares under each Purchase Contract,
such Purchase Contract shall not entitle the Holder of a Corporate Unit
Certificate or a Treasury Unit Certificate to any of the rights of a holder of
Ordinary Shares, including, without limitation, the right to vote or receive any
dividends or other payments or to consent or to receive notice as a shareholder
in respect of the meetings of shareholders or for the election of directors of
the Company or for any other matter, or any other rights whatsoever as a
shareholder of the Company.



                                       22
<PAGE>

Section 3.3 Execution, Authentication, Delivery and Dating.

         Subject to the provisions of Sections 3.1, 3.13 and 3.14 hereof, upon
the execution and delivery of this Agreement, and at any time and from time to
time thereafter, the Company may deliver Certificates executed by the Company to
the Purchase Contract Agent for authentication, execution on behalf of the
Holders and delivery, together with its Issuer Order for authentication of such
Certificates, and the Purchase Contract Agent in accordance with such Issuer
Order shall authenticate, execute on behalf of the Holders and deliver such
Certificates.

         The Certificates shall be executed on behalf of the Company by its
Chairman of the Board, President, one of its Vice Presidents, Corporate
Secretary or Treasurer. The signature of any of these officers on the
Certificates may be manual or facsimile.

         Certificates bearing the manual or facsimile signatures of an
individual who was at any time the proper officer of the Company shall bind the
Company, notwithstanding that such individual has ceased to hold such office
prior to the authentication and delivery of such Certificates or did not hold
such office at the date of such Certificates.

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

         Each Certificate shall be dated the date of its authentication.

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

Section 3.4 Temporary Certificates.

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



                                       23
<PAGE>

         If temporary Certificates are issued, the Company will cause definitive
Certificates to be prepared without unreasonable delay. After the preparation of
definitive Certificates, the temporary Certificates shall be exchangeable for
definitive Certificates upon surrender of the temporary Certificates at the
Corporate Trust Office, at the expense of the Company and without charge to the
Holder. Upon surrender for cancellation of any one or more temporary
Certificates, the Company shall execute and deliver to the Purchase Contract
Agent, and the Purchase Contract Agent shall authenticate, execute on behalf of
the Holder, and deliver in exchange therefor, one or more definitive
Certificates of like tenor and denominations and evidencing a like aggregate
number of Corporate Units or Treasury Units, as the case may be, as the
temporary Certificate or Certificates so surrendered. Until so exchanged, the
temporary Certificates shall in all respects evidence the same benefits and the
same obligations with respect to the Corporate Units or Treasury Units, as the
case may be, evidenced thereby as definitive Certificates.

Section 3.5 Registration; Registration of Transfer and Exchange.

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

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

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



                                       24
<PAGE>

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

         Every Certificate presented or surrendered for registration of transfer
or for exchange shall (if so required by the Purchase Contract Agent) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Purchase Contract Agent duly executed, by
the Holder thereof or its attorney duly authorized in writing.

         No service charge shall be made for any registration of transfer or
exchange of a Certificate, but the Company and the Purchase Contract Agent may
require payment from the Holder of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Certificates, other than any exchanges pursuant to
Sections 3.4, 3.6 and 8.5 not involving any transfer.

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

                  (1) if the Purchase Contract Settlement Date has occurred,
         deliver the Ordinary Shares issuable in respect of the Purchase
         Contracts forming a part of the Units evidenced by such other
         Certificate; or

                  (2) if a Termination Event shall have occurred prior to the
         Purchase Contract Settlement Date, transfer the Debt Securities, the
         Treasury Portfolio or the Treasury Securities, as the case may be,
         evidenced thereby,

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

Section 3.6 Book-Entry Interests.

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



                                       25
<PAGE>

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

                  (2) the Company shall be entitled to deal with the Depositary
         for all purposes of this Agreement (including making Purchase Contract
         Adjustment Payments and receiving approvals, votes or consents
         hereunder) as the Holder of the Units and the sole holder of the Global
         Certificates and shall have no obligation to the Beneficial Owners;

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

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

Section 3.7 Notices to Holders.

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

Section 3.8 Appointment of Successor Depositary.

         If any Depositary elects to discontinue its services as securities
depositary with respect to the Units or ceases to be eligible as a "depositary"
under the Exchange Act, the Company may, in its sole discretion, appoint a
successor Depositary with respect to the Units.

Section 3.9 Definitive Certificates.

         If (a) the Depositary is at any time unwilling, unable or ineligible to
continue as a "clearing agency" registered under the Exchange Act and a
successor Depositary is not appointed by the Company pursuant to Section 3.8
within 90 days of the date the Company and the Purchase Contract Agent is so
informed in writing thereof, (b) the Company executes and delivers to the
Purchase Contract Agent a Company Order (as defined in the Indenture) to the
effect that the Global Certificates shall be exchangeable for Definitive
Certificates or (c) a default by the Company in respect of its obligations under
one or more Purchase Contracts has occurred and is continuing, then upon
surrender of the Global Certificates representing the Units by the Depositary,
accompanied by registration instructions, the Company shall cause definitive
Certificates to be delivered to Beneficial Owners in accordance with the
instructions of the Depositary. The Company and the Purchase Contract Agent
shall not be liable for any delay in delivery of such instructions and may
conclusively rely on and shall be protected in relying on, such instructions.



                                       26
<PAGE>

Section 3.10 Mutilated, Destroyed, Lost and Stolen Certificates.

         If any mutilated Certificate is surrendered to the Purchase Contract
Agent, the Company shall execute and deliver to the Purchase Contract Agent, and
the Purchase Contract Agent shall authenticate, execute on behalf of the Holder,
and deliver in exchange therefor, a new Certificate, evidencing the same number
of Corporate Units or Treasury Units, as the case may be, and bearing a
Certificate number not contemporaneously outstanding.

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

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

                  (1) if the Purchase Contract Settlement Date has occurred,
         deliver the Ordinary Shares issuable in respect of the Purchase
         Contracts forming a part of the Units evidenced by such Certificate; or

                  (2) if a Termination Event shall have occurred prior to the
         Purchase Contract Settlement Date, transfer the Debt Securities, the
         Treasury Portfolio or the Treasury Securities, as the case may be,
         evidenced thereby,



                                       27
<PAGE>

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

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

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

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

Section 3.11 Persons Deemed Owners.

         Prior to due presentment of a Certificate for registration of transfer,
the Company and the Purchase Contract Agent, and any agent of the Company or the
Purchase Contract Agent, may treat the Person in whose name such Certificate is
registered as the owner of the Corporate Units or Treasury Units evidenced
thereby, for the purpose of receiving interest payments on the Debt Securities,
receiving Purchase Contract Adjustment Payments, performance of the Purchase
Contracts and for all other purposes whatsoever, whether or not any interest
payments on the Debt Securities or the Purchase Contract Adjustment Payments
payable in respect of the Purchase Contracts constituting a part of the
Corporate Units or Treasury Units evidenced thereby shall be overdue and
notwithstanding any notice to the contrary, and neither the Company nor the
Purchase Contract Agent, nor any agent of the Company or the Purchase Contract
Agent, shall be affected by notice to the contrary.

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



                                       28
<PAGE>

Section 3.12 Cancellation.

         All Certificates surrendered for delivery of Ordinary Shares on or
after the Purchase Contract Settlement Date, upon the transfer of Debt
Securities, the Treasury Portfolio or Treasury Securities, as the case may be,
after the occurrence of a Termination Event or pursuant to an Early Settlement,
or a Collateral Substitution or the recreation of Corporate Units or upon the
registration of a transfer or exchange of a Unit, shall, if surrendered to any
Person other than the Purchase Contract Agent, be delivered to the Purchase
Contract Agent and, if not already cancelled, shall be promptly cancelled by it.
The Company may at any time deliver to the Purchase Contract Agent for
cancellation any Certificates previously authenticated, executed and delivered
hereunder which the Company may have acquired in any manner whatsoever, and all
Certificates so delivered shall, upon Issuer Order, be promptly cancelled by the
Purchase Contract Agent. No Certificates shall be authenticated, executed on
behalf of the Holder and delivered in lieu of or in exchange for any
Certificates cancelled as provided in this Section, except as expressly
permitted by this Agreement. All cancelled Certificates held by the Purchase
Contract Agent shall be disposed of by the Purchase Contract Agent in accordance
with its customary procedures.

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

Section 3.13 Creation of Treasury Units by Substitution of Treasury Securities.

         A Holder may separate the Debt Securities from the related Purchase
Contracts in respect of such Holder's Corporate Units by substituting for such
Debt Securities Treasury Securities or security entitlements thereto, pursuant
to the Pledge Agreement, in an aggregate principal amount equal to the aggregate
principal amount of such Debt Securities, at any time from and after the date of
this Agreement until 5:00 p.m. (New York City time) on the Election Date by:

                  (1) providing notice to the Purchase Contract Agent,
         substantially in the form of Exhibit C hereto, of such Holder's
         intention to create Treasury Units;

                  (2) for each group of 20 Corporate Units from which such
         Holder wishes to create Treasury Units, transferring a Treasury
         Security to the Securities Intermediary which shall then (y) deposit
         the Treasury Security with the Collateral Agent in the Collateral
         Account under the Pledge Agreement and instruct the Collateral Agent to
         hold such Treasury Security as Collateral under the Pledge Agreement
         and (z) instruct the Collateral Agent to release to the Purchase
         Contract Agent, on behalf of such Holder, $1,000 principal amount of
         Debt Securities formerly subject to the Pledge;



                                       29
<PAGE>

                  (3) transferring the related Corporate Units to the Purchase
         Contract Agent accompanied by a notice to the Purchase Contract Agent,
         substantially in the form of Exhibit D hereto, stating that the Holder
         has transferred the relevant amount of Treasury Securities to the
         Securities Intermediary and requesting that the Purchase Contract Agent
         instruct the Collateral Agent to release the Debt Securities relating
         to such Corporate Units, whereupon the Purchase Contract Agent shall
         promptly give such instruction to the Collateral Agent, substantially
         in the form of Exhibit A to the Pledge Agreement; and

                  (4) paying to the Collateral Agent any fees or expenses
         incurred in connection with the Collateral Substitution;

provided that, Holders may make Collateral Substitutions only in integral
multiples of 20 Corporate Units. Under no circumstances may a Holder of
Corporate Units create Treasury Units after the Election Date.

         The Holders' right to create Treasury Units as set forth in this
Section and the limit of the preceding sentence shall in no way limit the
ability of the Purchase Contract Agent, the Collateral Agent, the Securities
Intermediary or the Remarketing Agent to substitute the Treasury Portfolio for
the Debt Securities then comprising a part of the Corporate Units upon a
Successful Remarketing (other than the Debt Securities of Holders of Corporate
Units that have elected not to participate in the Remarketing).

         Upon receipt of the Treasury Securities described in clause (2) above
and the instruction described in clause (1) above, in accordance with the terms
of the Pledge Agreement, the Collateral Agent shall, under the Pledge Agreement,
cause the Securities Intermediary to effect the release of such Debt Securities
from the Pledge to the Purchase Contract Agent, free and clear of the Company's
security interest therein, and the transfer of such Debt Securities to the
Purchase Contract Agent on behalf of the Holder thereof. Upon receipt thereof,
the Purchase Contract Agent shall promptly:

                           (i) cancel the related Corporate Units;

                           (ii) transfer the applicable aggregate principal
                  amount of Debt Securities to the Holder; and

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



                                       30
<PAGE>

         Holders who elect to separate the Debt Securities from the related
Purchase Contracts and to substitute Treasury Securities for such Debt
Securities shall be responsible for any fees or expenses payable to the
Collateral Agent for its services as Collateral Agent in respect of the
substitution, and the Company shall not be responsible for any such fees or
expenses.

         In the event a Holder making a Collateral Substitution pursuant to this
Section 3.13 fails to effect a book-entry transfer of the Corporate Units or
fails to deliver Corporate Unit Certificates to the Purchase Contract Agent
after depositing Treasury Securities with the Collateral Agent, then the Debt
Securities or Treasury Portfolio Interest, as the case may be, constituting a
part of such Corporate Units, and any interest payments on such Debt Securities
or the Treasury Portfolio Interest, as the case may be, shall be held in the
name of the Purchase Contract Agent or its nominee in trust for the benefit of
such Holder, until such Corporate Units are so transferred or the Corporate Unit
Certificates are so delivered, as the case may be, or, with respect to the
Corporate Unit Certificates, such Holder provides evidence satisfactory to the
Company and the Purchase Contract Agent that such Corporate Unit Certificates
have been destroyed, lost or stolen, together with any indemnity that may be
required by the Purchase Contract Agent and the Company.

                  Except as described in this Sections 3.13 and 5.3, for so long
as the Purchase Contract relating to a Corporate Unit remains in effect, such
Corporate Unit shall not be separable into its constituent parts, and the rights
and obligations of the Holder in respect of the Debt Security or the Treasury
Portfolio Interest, as the case may be, and the Purchase Contract comprising
such Corporate Unit may be acquired, and may be transferred and exchanged, only
as a Corporate Unit.

Section 3.14 Recreation of Corporate Units.

         A Holder of Treasury Units may recreate Corporate Units at any time
until 5:00 p.m. (New York City time) on the Election Date by:

                  (1) providing notice to the Purchase Contract Agent,
         substantially in the form of Exhibit C hereto, of such Holder's
         intention to create Corporate Units;

                  (2) for each Treasury Unit such Holder wishes to substitute,
         transferring 20 Debt Securities to the Securities Intermediary which
         shall then (y) deposit such Debt Securities in the Collateral Account
         under the Pledge Agreement and instruct the Collateral Agent to hold
         such Debt Securities as Collateral and (z) instruct the Collateral
         Agent to release to such Holder the Treasury Security formerly subject
         to the Pledge;

                  (3) transferring the related Treasury Units to the Purchase
         Contract Agent accompanied by a notice to the Purchase Contract Agent,
         substantially in the form of Exhibit D hereto, (i) stating that the
         Holder has transferred the relevant amount of Debt Securities to the
         Securities Intermediary and (ii) requesting that the Purchase Contract
         Agent instruct the Collateral Agent to release the Treasury Securities
         relating to such Treasury Units, whereupon the Purchase Contract Agent
         shall promptly give such instruction to the Collateral Agent,
         substantially in the form of Exhibit C to the Pledge Agreement; and



                                       31
<PAGE>

                  (4) paying to the Collateral Agent any fees or expenses
         incurred in connection with the recreation of Corporate Units;

provided that, Holders of Treasury Units may recreate Corporate Units in
integral multiples of 20 Treasury Units for 20 Corporate Units. Under no
circumstance may a Holder of Treasury Units recreate Corporate Units after the
Election Date.

         Upon receipt of the Debt Securities described in clause (1) above and
the instruction described in clause (2) above, in accordance with the terms of
the Pledge Agreement, the Collateral Agent shall cause the Securities
Intermediary to effect the release of such Treasury Securities from the Pledge,
free and clear of the Company's security interest therein, and the transfer of
such Treasury Securities to the Holder thereof. Upon receipt thereof, the
Purchase Contract Agent shall promptly:

                           (i) cancel the related Treasury Units; and

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

         Holders who elect to recreate Corporate Units shall be responsible for
any fees or expenses payable to the Collateral Agent for its services as
Collateral Agent in respect of the substitution, and the Company shall not be
responsible for any such fees or expenses.

         Except as provided in this Section 3.14, for so long as the Purchase
Contract relating to a Treasury Unit remains in effect, such Treasury Unit shall
not be separable into its constituent parts and the rights and obligations of
the Holder of such Treasury Unit in respect of the 1/20 of a Treasury Security
and the Purchase Contract comprising such Treasury Unit may be acquired, and may
be transferred and exchanged, only as a Treasury Unit.

Section 3.15 Transfer of Collateral upon Occurrence of Termination Event.

         Upon the occurrence of a Termination Event and the transfer to the
Purchase Contract Agent of Debt Securities, Treasury Portfolio or Treasury
Securities, as the case may be, relating to the Corporate Units and the Treasury
Units, as the case may be, pursuant to the terms of the Pledge Agreement, the
Purchase Contract Agent shall request transfer instructions with respect to such
Debt Securities, Treasury Portfolio Interest or Treasury Securities, as the case
may be, from each Holder by written request, substantially in the form of
Exhibit E hereto, mailed to such Holder at its address as it appears in the
Corporate Units Register or the Treasury Units Register, as the case may be.



                                       32
<PAGE>

         Upon book-entry transfer of the Corporate Units or Treasury Units or
delivery of a Corporate Unit Certificate or Treasury Unit Certificate to the
Purchase Contract Agent with such transfer instructions, the Purchase Contract
Agent shall transfer such Debt Securities, Treasury Portfolio Interest or
Treasury Securities, as the case may be, relating to such Corporate Units or
Treasury Units, as the case may be, to such Holder by book-entry transfer, or
other appropriate procedures, in accordance with such instructions. In the event
a Holder of Corporate Units or Treasury Units fails to effect such transfer or
delivery, such Debt Securities, Treasury Portfolio Interest or Treasury
Securities, as the case may be, relating to such Corporate Units or Treasury
Units, as the case may be, and any interest thereon, shall be held in the name
of the Purchase Contract Agent or its nominee in trust for the benefit of such
Holder, until the earlier of:

                  (1) such Corporate Units or Treasury Units are transferred or
         the Corporate Unit Certificate or Treasury Unit Certificate is
         surrendered or such Holder provides satisfactory evidence that such
         Corporate Unit Certificate or Treasury Unit Certificate has been
         destroyed, lost or stolen, together with any indemnity that may be
         required by the Purchase Contract Agent and the Company; and

                  (2) the expiration of the time period specified in the
         abandoned property laws of the relevant State.

Section 3.16 No Consent to Assumption.

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

                                   ARTICLE IV

                               The Debt Securities

Section 4.1 Interest Payments; Rights to Interest Preserved.

         Each Corporate Unit issued hereunder shall consist of the beneficial
ownership by the Holder of one Debt Security issued pursuant to the Indenture
or, if the Corporate Unit shall have been remarketed by the Remarketing Agent
pursuant to the Remarketing Agreement, the Treasury Portfolio Interest, in each
case, subject to the Pledge thereof by such Holder under the Pledge Agreement.



                                       33
<PAGE>

         An interest payment on any Debt Security which is paid on any Payment
Date or the portion of the proceeds of a Treasury Portfolio Interest equal to
the interest payable on a Debt Security on the Purchase Contract Settlement Date
(such portion the "Treasury Portfolio Return"), as the case may be, subject to
receipt thereof by the Purchase Contract Agent from the Collateral Agent as
provided by the terms of the Pledge Agreement, shall promptly be paid to the
Person in whose name the Corporate Unit Certificate (or one or more Predecessor
Corporate Unit Certificates) of which such Debt Security or the Treasury
Portfolio Interest, as the case may be, is a part is registered at the close of
business on the Record Date for such Payment Date or Purchase Contract
Settlement Date, as applicable.

         Each Corporate Unit Certificate evidencing, in part, the Debt Security
or the Treasury Portfolio Interest delivered under this Agreement upon
registration of transfer of or in exchange for or in lieu of any other Corporate
Unit Certificate shall carry the right to accrued and unpaid interest, and the
right to accrue interest (and accreted and accreting principal in the case of
non-interest bearing components of the Treasury Portfolio Interest), which
rights were carried by the Debt Security or the Treasury Portfolio Interest, as
the case may be, relating to such other Corporate Unit Certificate.

         In the case of any Corporate Units with respect to which (1) Cash
Settlement of the related Purchase Contract is effected on the fifth Business
Day immediately preceding the Purchase Contract Settlement Date, (2) Early
Settlement of the related Purchase Contract is effected on an Early Settlement
Date, (3) Merger Early Settlement of the related Purchase Contract is effected
on a Merger Early Settlement Date or (4) a Collateral Substitution is effected,
in each case, on a date that is after any Record Date and on or prior to the
next succeeding Payment Date, the interest payment on the Debt Security or the
Treasury Portfolio Return, as the case may be, relating to such Corporate Units
otherwise payable on such Payment Date shall be payable on such Payment Date
notwithstanding such Cash Settlement, Early Settlement, Merger Early Settlement
or Collateral Substitution, as the case may be, and such payment shall, subject
to receipt thereof by the Purchase Contract Agent, be payable to the Person in
whose name the Corporate Unit Certificate (or one or more Predecessor Corporate
Unit Certificates) was registered at the close of business on the corresponding
Record Date. Except as otherwise expressly provided in the immediately preceding
sentence, in the case of any Corporate Units with respect to which Cash
Settlement, Early Settlement or Merger Early Settlement of the related Purchase
Contract is effected on the fifth Business Day immediately preceding the
Purchase Contract Settlement Date, on an Early Settlement Date or on a Merger
Early Settlement Date, respectively, or with respect to which a Collateral
Substitution has been effected, interest payments on the related Debt Securities
or the Treasury Portfolio Return, as the case may be, that would otherwise be
payable after the fifth Business Day preceding the Purchase Contract Settlement
Date, after the Early Settlement Date, after the Merger Early Settlement Date,
or after the Collateral Substitution, respectively, shall not be payable
hereunder to the Holder of such Corporate Units; provided, however, that to the
extent that such Holder continues to hold the Separated Debt Security that
formerly comprised a part of such Holder's Corporate Units, such Holder shall be
entitled to receive the interest payments on such Separated Debt Security, as
provided in the Indenture.



                                       34
<PAGE>

Section 4.2 Interest Rate Reset.

         The applicable interest rate borne by the Debt Securities, whether or
not part of Corporate Units, shall be reset to the Reset Rate, pursuant to the
Indenture, and will be effective with respect to all Debt Securities, whether or
not then constituting a component of Corporate Units, as of the Remarketing
Settlement Date, in the case of a Successful Remarketing, or, as of the Purchase
Contract Settlement Date, in the event of a Failed Remarketing or in the event
there is no Remarketing pursuant to clause (c) of the definition of Reset Rate
in the Indenture Officers' Certificate.

Section 4.3 Notice and Voting.

         The Purchase Contract Agent is entitled to exercise the voting and any
other consensual rights pertaining to the Pledged Debt Securities, but only to
the extent instructed in writing by the Holders as described below. Upon receipt
of notice of any meeting at which holders of Debt Securities are entitled to
vote or upon any solicitation of consents, waivers or proxies of holders of Debt
Securities, the Purchase Contract Agent shall, as soon as practicable
thereafter, mail to the Holders of Corporate Units a notice:

                  (1) containing such information as is contained in the notice
         or solicitation;

                  (2) stating that each Holder on the record date set by the
         Purchase Contract Agent therefor (which, to the extent possible, shall
         be the same date as the record date for determining the holders of Debt
         Securities entitled to vote) shall be entitled to instruct the Purchase
         Contract Agent as to the exercise of the voting rights pertaining to
         such Debt Securities relating to their Corporate Units; and

                  (3) stating the manner in which such instructions may be
         given.

         Upon the written request of the Holders of Corporate Units on such
record date received by the Purchase Contract Agent at least six calendar days
prior to such meeting or by the expiration date of any such solicitation, the
Purchase Contract Agent shall endeavor insofar as practicable to vote or cause
to be voted, in accordance with the instructions set forth in such requests, the
maximum principal amount of Debt Securities as to which any particular voting
instructions are received. In the absence of specific instructions from the
Holder of Corporate Units, the Purchase Contract Agent shall abstain from voting
the Debt Securities relating such Corporate Units. The Company hereby agrees, if
applicable, to solicit Holders of Corporate Units to timely instruct the
Purchase Contract Agent in order to enable the Purchase Contract Agent to vote
such Debt Securities.



                                       35
<PAGE>

                                   ARTICLE V

                     The Purchase Contracts; The Remarketing

Section 5.1 Purchase of Ordinary Shares.

         Each Purchase Contract shall, unless a Termination Event has occurred
as set forth in Section 5.7, an Early Settlement has occurred in accordance with
Section 5.9 or a Merger Early Settlement has occurred in accordance with Section
5.10, obligate the Holder of the related Units to purchase, and the Company to
sell, on the Purchase Contract Settlement Date at a price equal to the Stated
Amount (the "Purchase Price"), a number of newly issued Ordinary Shares equal to
the Settlement Rate then in effect. The "Settlement Rate" is equal to:

                  (1) if the Applicable Closing Price per share is equal to or
         greater than $____ (the "Threshold Appreciation Price"), _____ Ordinary
         Shares per Purchase Contract;

                  (2) if the Applicable Closing Price per share is less than the
         Threshold Appreciation Price, but greater than $____ (the "Reference
         Price"), the number of Ordinary Shares determined by dividing the
         Stated Amount by the Applicable Closing Price; and

                  (3) if the Applicable Closing Price per share is less than or
         equal to the Reference Price, _____ Ordinary Shares per Purchase
         Contract,

in each case subject to adjustment as provided in Section 5.5 (and in each case
rounded upward or downward to the nearest 1/10,000th of a share).

         Promptly after the calculation of the Settlement Rate and the
Applicable Closing Price, the Company shall give the Purchase Contract Agent
notice thereof. All calculations and determinations of the Settlement Rate and
the Applicable Closing Price shall be made by the Company or its agent based on
their good faith calculations, and the Purchase Contract Agent shall have no
responsibility with respect thereto.

         As provided in Section 5.12, no fractional Ordinary Shares will be
issued upon settlement of Purchase Contracts.

         The "Applicable Closing Price" means the average of the Closing Prices
per share of Ordinary Shares on each of the 20 consecutive Trading Days ending
on the third Trading Day immediately preceding the Purchase Contract Settlement
Date, or in the case of the exercise of a Merger Early Settlement right, the
Cash Merger Date.

         The "Closing Price" per share of the Ordinary Shares on any date of
determination means:



                                       36
<PAGE>

                  (1) the closing sale price (or, if no closing price is
         reported, the last reported sale price) per share of the Ordinary
         Shares on the New York Stock Exchange, Inc. on such date;

                  (2) if the Ordinary Shares are not listed for trading on the
         New York Stock Exchange, Inc. on any such date, the closing sale price
         per share as reported in the composite transactions for the principal
         United States securities exchange on which the Ordinary Shares are so
         listed;

                  (3) if the Ordinary Shares are not so listed on a United
         States national or regional securities exchange, the closing sale price
         per share as reported by The Nasdaq Stock Market;

                  (4) if the Ordinary Shares are not so reported, the last
         quoted bid price per share for the Ordinary Shares in the
         over-the-counter market as reported by the National Quotation Bureau or
         similar organization; or

                  (5) if such bid price is not available, the average of the
         mid-point of the last bid and ask prices per share of the Ordinary
         Shares on such date from at least three nationally recognized
         independent investment banking firms retained for this purpose by the
         Company.

         A "Trading Day" means a day on which the Ordinary Shares (1) is not
suspended from trading on any national or regional securities exchange or
association or over-the-counter market at the close of business and (2) has
traded at least once on the national or regional securities exchange or
association or the over-the-counter market that is the primary market for the
trading of the Ordinary Shares.

         Each Holder of a Corporate Unit or a Treasury Unit, by its acceptance
thereof:

                  (1) irrevocably authorizes the Purchase Contract Agent to
         enter into and perform the related Purchase Contract on its behalf as
         its attorney-in-fact (including the execution of Certificates on behalf
         of such Holder as such Holder's attorney-in-fact);

                  (2) agrees to be bound by the terms and provisions thereof;

                  (3) covenants and agrees to perform its obligations under such
         Purchase Contracts;

                  (4) consents to the provisions hereof;



                                       37
<PAGE>

                  (5) irrevocably authorizes the Purchase Contract Agent to
         enter into and perform this Agreement and the Pledge Agreement on its
         behalf as its attorney-in-fact; and

                  (6) consents to and agrees to be bound by the Pledge of the
         Debt Securities or the Treasury Securities pursuant to the Pledge
         Agreement; and

                  (7) agrees to treat itself as the owner of the related Debt
         Securities, Treasury Portfolio Interest or Treasury securities, as the
         case may be, in each case for U.S. Federal, state and local income and
         franchise tax purposes;

provided that, upon a Termination Event, the rights of the Holder of such Unit
under the Purchase Contract may be enforced without regard to any other rights
or obligations. Each Holder of a Corporate Unit or a Treasury Unit, by its
acceptance thereof, further covenants and agrees, that to the extent and in the
manner provided in Section 5.3 and the Pledge Agreement, but subject to the
terms thereof, proceeds from the Remarketing of the Debt Securities (less the
Remarketing Fee payable to the Remarketing Agent pursuant to the Remarketing
Agreement), the Treasury Portfolio Interest or the Treasury Securities at
maturity, as the case may be, to be paid upon settlement of such Holder's
obligations to purchase Ordinary Shares under the Purchase Contract, shall be
paid on the Purchase Contract Settlement Date by the Collateral Agent to the
Company in satisfaction of such Holder's obligations under such Purchase
Contract and such Holder shall acquire no right, title or interest in such
payments.

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

Section 5.2 Purchase Contract Adjustment Payments.

         The Company shall pay, on each Payment Date, the Purchase Contract
Adjustment Payments payable in respect of each Purchase Contract to the Person
in whose name a Certificate (or one or more Predecessor Certificates) is
registered at the close of business on the Record Date next preceding such
Payment Date in such coin or currency of the United States as at the time of
payment shall be legal tender for the payment of public and private debts. The
Purchase Contract Adjustment Payments will be payable at the office of the
Purchase Contract Agent in The City of New York maintained for that purpose or,
at the option of the Company, by wire transfer or by check mailed to the address
of the Person entitled thereto at such Person's address as it appears on the
Corporate Units Register or Treasury Units Register.



                                       38
<PAGE>

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

         Each Certificate delivered under this Agreement upon registration of
transfer of or in exchange for or in lieu of (including as a result of a
Collateral Substitution or the recreation of Corporate Units) any other
Certificate shall carry the right to accrued and unpaid Purchase Contract
Adjustment Payments, and the right to accrue Purchase Contract Adjustment
Payments, which rights were carried by the Purchase Contracts relating to such
other Certificates from the date of issuance to and excluding, the Purchase
Contract Settlement Date, unless such Purchase Contracts have been settled
earlier pursuant to this Agreement.

         In the case of any Units with respect to which (1) Cash Settlement of
the related Purchase Contract is effected on the fifth Business Day immediately
preceding the Purchase Contract Settlement Date, (2) Early Settlement of the
related Purchase Contract is effected on an Early Settlement Date or (3) Merger
Early Settlement of the related Purchase Contract is effected on a Merger Early
Settlement Date, in each case, on a date that is after any Record Date and on or
prior to the next succeeding Payment Date, Purchase Contract Adjustment Payments
otherwise payable on such Payment Date shall be payable on such Payment Date
notwithstanding such Cash Settlement, Early Settlement or Merger Early
Settlement, as the case may be, and such Purchase Contract Adjustment Payments
shall be paid to the Person in whose name the Certificate evidencing such Units
(or one or more Predecessor Certificates) is registered at the close of business
on such Record Date. Except as otherwise expressly provided in the immediately
preceding sentence, in the case of any Units with respect to which Cash
Settlement, Early Settlement or Merger Early Settlement of the related Purchase
Contract is effected on the fifth Business Day immediately preceding the
Purchase Contract Settlement Date, an Early Settlement Date or a Merger Early
Settlement Date, respectively, Purchase Contract Adjustment Payments that would
otherwise be payable after the fifth Business Day preceding the Purchase
Contract Settlement Date, after the Early Settlement Date or after the Merger
Early Settlement Date, respectively, with respect to such Purchase Contract
shall not be payable.

         Promptly after the calculation of any adjustment to the Purchase
Contract Adjustment Payments arising from a Reset Transaction, the Company shall
give the Purchase Contract Agent notice thereof. All calculations and
determinations of the Adjusted Purchase Contract Adjustment Payment Rate shall
be made by the Company or its agent in good faith and the Purchase Contract
Agent shall have no responsibility with respect thereto. The Purchase Contract
Agent shall not at any time be under any duty or responsibility to any Holder of
Units to determine whether any facts exist which may require any adjustment to
the Purchase Contract Adjustment Payments, or with respect to the nature or
extent or calculation of any such adjustment when made, or with respect to the
method employed in making the same.



                                       39
<PAGE>

Section 5.3 Payment of Purchase Price; Remarketing.

         (a) Unless a Termination Event has occurred or a Holder has settled the
related Purchase Contract through a Cash Settlement pursuant to Section 5.8, an
Early Settlement pursuant to Section 5.9 or a Merger Early Settlement pursuant
to Section 5.10, the settlement of the Purchase Contract relating to a Unit will
be made by Remarketing in accordance with this Section 5.3.

         (b) The Company shall engage _______________, or another nationally
recognized investment bank, to act as Remarketing Agent (the "Remarketing
Agent") pursuant to the Remarketing Agreement to remarket (1) the Pledged Debt
Securities comprising part of the Corporate Units, other than those Pledged Debt
Securities of Holders that have elected not to participate in the Remarketing
pursuant to Section 5.3(e) below, and (2) the Separated Debt Securities of
holders of Separated Debt Securities that have elected to participate in the
Remarketing pursuant to paragraph ___ of the Indenture Officers' Certificate and
Section ___ of the Pledge Agreement (the Debt Securities described in clauses
(1) and (2) collectively being referred to as the "Remarketing Debt Securities")
pursuant to the Remarketing Procedures.

         On the seventh Business Day prior to the Initial Remarketing Date, the
Company shall give notice of Remarketing in an Authorized Newspaper, including
the specific U.S. Treasury security or securities (including the CUSIP number
and/or the principal terms of such Treasury security or securities) that must be
delivered by Holders of Corporate Units that elect not to participate in the
Remarketing pursuant to Section 5.3(e) below, no later than 5:00 p.m. (New York
City time) on the Election Date. Not later than 15 calendar days nor more than
30 calendar days prior to the Initial Remarketing Date, the Company shall
request DTC (or any successor Depositary), to notify its Beneficial Owners or
Depositary Participants holding Corporate Units or Separate Debt Securities of
the impending Remarketing.

         The Purchase Contract Agent shall notify, by 11:00 a.m. (New York City
time), on the Business Day immediately preceding the Initial Remarketing Date,
the Remarketing Agent, the Collateral Agent, the Trustee and the Company, by use
of a notice substantially in the form of Exhibit G hereto, of the aggregate
principal amount of Pledged Debt Securities of Corporate Unit Holders to be
remarketed on the Initial Remarketing Date or Subsequent Remarketing Date, as
applicable, and the Collateral Agent, pursuant to the Pledge Agreement, having
separately notified the Remarketing Agent, the Trustee and the Company of the
aggregate principal amount of Separated Debt Securities to be included on the
Initial Remarketing Date or Subsequent Remarketing Date, as applicable, by 11:00
a.m. (New York City time), on the Business Day immediately preceding the Initial
Remarketing Date, shall concurrently therewith, pursuant to the Pledge
Agreement, deliver for Remarketing to the Remarketing Agent all Remarketing Debt
Securities. Upon receipt of such notice from the Purchase Contract Agent and the
Collateral Agent and such Remarketing Debt Securities from the Collateral Agent,
the Remarketing Agent, pursuant to the Remarketing Agreement, will, use its
commercially reasonable efforts to remarket such Remarketing Debt Securities on
such date pursuant to the Remarketing Procedures and the Remarketing Agreement.


                                       40
<PAGE>

         If there has been a Successful Initial Remarketing or a Successful
Subsequent Remarketing, the Remarketing Agent will on the Remarketing Date of
such Remarketing (i) deduct and retain for itself as the remarketing fee for
itself an amount not exceeding [ ] basis points ([ ]%) of the principal amount
of each remarketed Remarketing Debt Security (the "Remarketing Fee"), (ii) use
the remaining proceeds attributable to the Pledged Debt Securities from such
Successful Remarketing to purchase the appropriate U.S. Treasury securities (the
"Treasury Portfolio" and the related interest in the Treasury Portfolio
applicable to a Corporate Unit, the "Treasury Portfolio Interest") with the
CUSIP numbers, if any, selected by Remarketing Agent, described in clauses
(1)(i) and (2)(i) of the definition of Remarketing Value related to the Debt
Securities of Holders of Corporate Units that were remarketed, (iii) if any
Separated Debt Securities were remarketed, remit to the Collateral Agent, along
with notification thereof, for payment to the holders of such Separated Debt
Securities sold in the Remarketing the remaining proceeds from such Successful
Remarketing equal to the amounts described in clauses (1)(ii) and (2)(ii) of the
definition of Remarketing Value and (iv) if there then remains any proceeds from
such Successful Remarketing, after the application of such proceeds as set forth
in clauses (i) through (iii) above of this sentence, then remit, along with
notification thereof, any such remaining proceeds to the Purchase Contract Agent
for the benefit of holders of the remarketed Debt Securities and to the
Collateral Agent for the benefit of the holders of such Separated Debt
Securities, on a pro rata basis, provided, however, that if such Successful
Remarketing is consummated after 4:30 p.m. (New York City time) on such
Remarketing Date and, despite using its commercially reasonable efforts, the
Remarketing Agent cannot cause the applications of the proceeds specified above
to occur on such Remarketing Date, then the Remarketing Agent may make such
applications and remittances on the next succeeding Business Day. Holders of
Remarketing Debt Securities that are so remarketed will not otherwise be
responsible for the payment of any remarketing fee or expenses in connection
with the Remarketing. On the Remarketing Settlement Date, the Remarketing Agent
shall deliver the Treasury Portfolio to the Collateral Agent. The Collateral
Agent, for the benefit of the Company, will thereupon apply such Treasury
Portfolio, in accordance with the Pledge Agreement, to secure such Holders'
obligations under the Purchase Contracts.

         In the event that all or any portion of the Pledged Treasury Portfolio
Interest matures before the Purchase Contract Settlement Date, the Collateral
Agent shall invest the proceeds therefrom in Permitted Investments in accordance
with the Pledge Agreement. The Collateral Agent shall cause the Securities
Intermediary to remit, on the Purchase Contract Settlement Date, a portion of
the proceeds of the maturing Pledged Treasury Portfolio Interest and of the
investment earnings from the related investment in Permitted Investments, in
each case, in an amount equal to the Treasury Portfolio Return to the Purchase
Contract Agent for the benefit of the Holders of the related Corporate Units
when received. Without receiving any instruction from any such Holder of
Corporate Units, the Collateral Agent shall apply, on the Purchase Contract
Settlement Date, the proceeds of the maturing Pledged Treasury Portfolio
Interest and of the investment earnings from the related investment in Permitted
Investments in an aggregate amount equal to the aggregate Purchase Price
applicable to such Corporate Units to satisfy in full such Holder's obligations
to pay the Purchase Price to purchase the Ordinary Shares under the related
Purchase Contracts on the Purchase Contract Settlement Date. In the event the
sum of the proceeds from the related Pledged Treasury Portfolio Interest and the
investment earnings from the related investment in Permitted Investments exceeds
the sum of the related Treasury Portfolio Return and the aggregate Purchase
Price of the Purchase Contracts being settled thereby, the Collateral Agent
shall instruct the Securities Intermediary to distribute such excess, when
received, to the Purchase Contract Agent for distribution to the Holders whose
Purchase Contracts were settled with such proceeds, on a pro rata basis.



                                       41
<PAGE>

         If, by 4:00 p.m. (New York City time), on the ninth Business Day
preceding the Purchase Contract Settlement Date, the Remarketing Agent, despite
using its commercially reasonable efforts, has been and is unable to remarket
all of the Remarketing Debt Securities tendered for purchase at a price equal to
at least the Remarketing Value, the Remarketing Agent shall Transfer to the
Collateral Agent, along with notification thereof, by the sixth Business Day
preceding the Purchase Contract Settlement Date, the Pledged Debt Securities
that that were to be remarketed in the Initial or Subsequent Remarketing,
whereupon the Collateral Agent shall, for the benefit of the Company, apply such
Pledged Debt Securities, to secure the obligation of the related Holders of
Corporate Units to purchase Ordinary Shares under the related Purchase
Contracts.

         (c) Unless a Termination Event has occurred or a Holder has settled the
related Purchase Contract through a Cash Settlement, an Early Settlement or a
Merger Early Settlement, or a Successful Initial Remarketing or a Successful
Subsequent Remarketing has occurred, such Holder shall be deemed to have
consented to the Remarketing of such Holder's Pledged Debt Securities in the
Final Remarketing on the Final Remarketing Date. The Purchase Contract Agent,
shall by 11:00 a.m. (New York City time), on the Business Day immediately
preceding the Final Remarketing Date, notify the Remarketing Agent, the
Collateral Agent, the Trustee and the Company, by use of a notice substantially
in the form of Exhibit G hereto, of such event and of the aggregate principal
amount of Pledged Debt Securities of Corporate Unit Holders to be remarketed on
the Final Remarketing Date, whereupon the Collateral Agent, shall concurrently
therewith, without any instruction from such Holder of Corporate Units with
respect to their Pledged Debt Securities, transfer the Remarketing Debt
Securities to the Remarketing Agent for Remarketing. Upon receiving such
Remarketing Debt Securities, the Remarketing Agent, pursuant to the terms of the
Remarketing Agreement, will use its commercially reasonable efforts to remarket
such Remarketing Debt Securities on the Final Remarketing Date.



                                       42
<PAGE>

         If a Successful Final Remarketing shall have occurred, the Remarketing
Agent will on the Remarketing Date (i) deduct and retain for itself the
Remarketing Fee, pursuant to the Remarketing Agreement, (ii) cause the remaining
proceeds of the Remarketing with respect to the Pledged Debt Securities in an
amount equal to the aggregate principal amount of such Debt Securities to be
delivered to the Collateral Agent, on the Remarketing Settlement Date, (iii) if
any Separated Debt Securities were remarketed, remit, along with notification
thereof, to the Collateral Agent for payment to the holders of such Separated
Debt Securities sold in the Remarketing the remaining proceeds from such
Successful Remarketing attributable to the Separated Debt Securities in an
amount equal to the principal amount of such Debt Securities and (iv) if there
remains any proceeds from such Successful Remarketing, after the application of
such proceeds as set forth in clauses (i) through (iv) of this sentence, then
remit, along with notification thereof, such remaining proceeds to the Purchase
Contract Agent for the benefit of the holders of the Pledged Debt Securities and
to the Collateral Agent for the benefit of holders of Separated Debt Securities,
on a pro rata basis, provided, however, that if such Successful Remarketing is
consummated after 4:30 p.m. (New York City time) on such Remarketing Date and,
despite using its commercially reasonable efforts, the Remarketing Agent cannot
cause the applications of the proceeds specified above to occur on such
Remarketing Date, then the Remarketing Agent may make such applications and
remittances on the next succeeding Business Day. Holders of the Remarketing Debt
Securities that are so remarketed will not otherwise be responsible for the
payment of any remarketing fee or expenses in connection with the Remarketing.
The Purchase Contract Agent shall give written directions to the Collateral
Agent, and the Collateral Agent shall instruct the Securities Intermediary, to
apply a portion of the Proceeds with respect to the Pledged Debt Securities from
such Remarketing, on the Purchase Contract Settlement Date, equal to the
aggregate principal amount of such Pledged Debt Securities to satisfy in full
the obligations of such Holders of Corporate Units to pay the Purchase Price to
purchase the Ordinary Shares under the related Purchase Contracts.

         If, (1) by 4:00 p.m. (New York City time), on the Final Remarketing
Date, despite using its commercially reasonable efforts, the Remarketing Agent
cannot remarket the Debt Securities included in the Remarketing at a price equal
to at least the Remarketing Value, or (2) the Remarketing Agent has determined
that the Remarketing may not be consummated as contemplated herein and by the
Remarketing Procedures under applicable law, the Remarketing will be deemed to
have failed (a "Failed Remarketing"). If a Failed Remarketing occurs, the
Remarketing Agent will, pursuant to the Remarketing Agreement, promptly advise
the Trustee, the Purchase Contract Agent, the Collateral Agent, the Company and
the Depositary that a Failed Remarketing has occurred. The Collateral Agent,
under the Pledge Agreement and for the benefit, and on behalf, of the Company,
may exercise its rights as a secured party with respect to such Pledged Debt
Securities, including those actions specified in paragraph (d) below; provided
that, if upon a Failed Remarketing, the Collateral Agent exercises such rights
for the benefit of the Company with respect to such Pledged Debt Securities, any
accumulated and unpaid interest on such Debt Securities will become payable by
the Company to the Purchase Contract Agent for payment to the Holders of the
Corporate Units to which such Pledged Debt Securities relate. Such payment will
be made by the Company on or prior to 11:00 a.m. (New York City time), on the
Purchase Contract Settlement Date in lawful money of the United States by
certified or cashiers' check or wire transfer in immediately available funds
payable to or upon the order of the Purchase Contract Agent. The Company will
cause a notice of any Failed Remarketing to be sent to the holders of all Debt
Securities and to be published in an Authorized Newspaper, in each case, no
later than on the Business Day immediately preceding the Purchase Contract
Settlement Date.



                                       43
<PAGE>

         (d) With respect to any Pledged Debt Securities which are subject of a
Failed Remarketing, the Collateral Agent, for the benefit of the Company, and
upon written direction of the Company as provided in the Pledge Agreement,
reserves all of its rights as a secured party with respect thereto and, subject
to applicable law and paragraph (e) below, may (i) retain such Debt Securities
in full satisfaction of the Holders' obligations under the related Purchase
Contracts or (ii) sell such Debt Securities in one or more public or private
sales.

         (e) A Holder of Corporate Units may elect not to participate in the
Remarketing by creating Treasury Units by notifying the Purchase Contract Agent
of such election and complying with the procedures for creating Treasury Units
set forth in Section 3.13 until 5:00 p.m. (New York City time) on the Election
Date. A Holder that does not so create Treasury Units by delivering the Treasury
Security or Treasury Securities pursuant to this paragraph and Section 3.13
shall be deemed to have elected to participate in any Remarketing.

         (f) In the event that all or any portion of the Pledged Treasury
Securities of Treasury Units matures before the Purchase Contract Settlement
Date, the Collateral Agent shall invest the proceeds therefrom in Permitted
Investments in accordance with the Pledge Agreement.

         Without receiving any instruction from any such Holder of Treasury
Units, the Collateral Agent shall apply, on the Purchase Contract Settlement
Date, the proceeds of the maturing Pledged Treasury Securities and of the
investment earnings from the related investment in Permitted Investments, in
each case, in an amount equal to the aggregate Purchase Price applicable to such
Treasury Units to satisfy in full such Holder's obligations to pay the Purchase
Price to purchase the Ordinary Shares under the related Purchase Contracts on
the Purchase Contract Settlement Date.

         In the event the sum of the proceeds from the related Pledged Treasury
Securities and the investment earnings from the related investment in Permitted
Investments exceeds the aggregate Purchase Price of the Purchase Contracts being
settled thereby, the Collateral Agent shall instruct the Securities Intermediary
to distribute such excess, when received, to the Purchase Contract Agent for
distribution to the Holders whose Purchase Contracts were settled with such
proceeds, on a pro rata basis.

         (g) Any distributions to Holders of excess funds and interest described
in paragraphs (b), (c) and (f) above shall be payable at the office of the
Purchase Contract Agent in The City of New York maintained for that purpose or,
at the option of the Holder, or the holder of Separated Debt Securities, as
applicable, by check mailed to the address of the Person entitled thereto at
such address as it appears on the Register or by wire transfer to an account
specified by the Holder, or the holder of Separated Debt Securities, as
applicable.



                                       44
<PAGE>

         (h) The obligations of each Holder to pay the Purchase Price are
non-recourse obligations and except to the extent paid by Cash Settlement, Early
Settlement or Merger Early Settlement, are payable solely out of the proceeds of
any Collateral pledged to secure the obligations of the Holders, and in no event
shall Holders be liable for any deficiency between such payments and the
Purchase Price.

         (i) Notwithstanding anything to the contrary herein, the Company shall
not be obligated to issue any Ordinary Shares in respect of a Purchase Contract
or deliver any certificates therefor to the Holder of the related Units unless
the Company shall have received payment in full of the aggregate Purchase Price
for the Ordinary Shares to be purchased thereunder by such Holder in the manner
herein set forth, which payment, in the case of Corporate Units upon the
occurrence of a Failed Remarketing, shall occur by the resale of Pledged Debt
Securities or foreclosure on and retention of such Pledged Debt Securities.

Section 5.4 Issuance of Ordinary Shares.

         (a) Unless a Termination Event shall have occurred on or prior to the
Purchase Contract Settlement Date, the applicable Early Settlement Date or the
Merger Early Settlement Date, upon its receipt of payment in full of the
Purchase Price for the Ordinary Shares purchased by Holders pursuant to the
provisions of this Article and subject to Section 5.5(b), the Company shall
issue and deposit with the Company's transfer agent and registrar for its
Ordinary Shares (the "Ordinary Shares Transfer Agent"), for the benefit of the
Holders of the Outstanding Units, one or more certificates representing the
newly issued Ordinary Shares registered in the name of the Purchase Contract
Agent (or its nominee) as custodian for the Holders (such certificates for
Ordinary Shares, together with any dividends or distributions for which a record
date and payment date for such dividend or distribution has occurred after the
applicable Early Settlement Date, the Merger Early Settlement Date or the
Purchase Contract Settlement Date, as the case may be, being hereinafter
referred to as the "Purchase Contract Settlement Fund") to which the Holders are
entitled hereunder. The Company shall furnish to the Purchase Contract Agent the
name and address of the Ordinary Shares Transfer Agent and of any change
thereof.

         (b) Upon surrender of a Certificate to the Purchase Contract Agent on
or after the applicable Early Settlement Date, the Merger Early Settlement Date
or the Purchase Contract Settlement Date, as the case may be, together with
settlement instructions thereon duly completed and executed, the Holder of such
Certificate shall be entitled to receive in exchange therefor a certificate
representing that number of whole Ordinary Shares which such Holder is entitled
to receive pursuant to the provisions of this Article Five (after taking into
account all Units then held by such Holder), together with cash in lieu of
fractional shares as provided in Section 5.12 and any dividends or distributions
with respect to such shares constituting part of the Purchase Contract
Settlement Fund, but without any interest thereon (or, if such Certificate is
not surrendered to the Purchase Contract Agent; or if no such instructions are
given to the Purchase Contract Agent by the Holder, the Ordinary Shares Agent
shall hold such certificate representing Ordinary Shares, and the Purchase
Contract Agent shall hold such cash in lieu of fractional shares and dividends
or distributions, as applicable, in the name of the Purchase Contract Agent or
its nominee in trust for the benefit of such Holder until the expiration of the
time period specified in the abandoned property laws of the relevant state,
following which the Purchase Contract Agent shall cause such cash to be
delivered to such Holders), and the Certificate so surrendered shall forthwith
be cancelled. Such shares shall be registered by the Ordinary Shares Transfer
Agent in the Company's register for its Ordinary Shares and in accordance with
its customary procedures for issuance of such Ordinary Shares, in the name of
the Holder or the Holder's designee as specified in the settlement instructions
provided by the Holder to the Purchase Contract Agent and forwarded by the
Purchase Contract Agent to the Ordinary Shares Transfer Agent. If any Ordinary
Shares issued in respect of a Purchase Contract are to be registered to a Person
other than the Person in whose name the Certificate evidencing such Purchase
Contract is registered, no such registration shall be made unless the Person
requesting such registration has paid any transfer and other taxes required by
reason of such registration in a name other than that of the registered Holder
of the Certificate evidencing such Purchase Contract or has established to the
satisfaction of the Company that such tax either has been paid or is not
payable.



                                       45
<PAGE>

Section 5.5 Adjustment of Settlement Rate and Early Settlement Rate.

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

                  (1) In case the Company shall pay or make a dividend or other
         distribution on the Ordinary Shares in Ordinary Shares, the Settlement
         Rate in effect or the Early Settlement Rate, as applicable, in effect
         at the opening of business on the Business Day following the date fixed
         for the determination of shareholders entitled to receive such dividend
         or other distribution shall be increased by dividing such Settlement
         Rate by a fraction of which:

                           (i) the numerator shall be the number of Ordinary
                  Shares outstanding at the close of business on the date fixed
                  for such determination; and

                           (ii) the denominator shall be the sum of such number
                  of shares and the total number of shares constituting such
                  dividend or other distribution,

         such increase to become effective immediately after the opening of
         business on the day following the date fixed for such determination.
         For the purposes of this paragraph (1), the number of Ordinary Shares
         at any time outstanding shall not include shares held in the treasury
         of the Company but shall include any shares issuable in respect of any
         scrip certificates issued in lieu of fractions of Ordinary Shares. The
         Company will not pay any dividend or make any distribution on Ordinary
         Shares held in the treasury of the Company.



                                       46
<PAGE>

                  (2) In case the Company shall issue rights, options or
         warrants to all holders of Ordinary Shares (not being available on an
         equivalent basis to Holders of the Units upon settlement of the
         Purchase Contracts relating to such Units) entitling them, for a period
         expiring within 45 days after the record date for the determination of
         shareholders entitled to receive such rights, options or warrants, to
         subscribe for or purchase Ordinary Shares at a price per share less
         than the Current Market Price per share of Ordinary Shares on the date
         fixed for the determination of shareholders entitled to receive such
         rights, options or warrants (other than pursuant to a dividend
         reinvestment plan), the Settlement Rate or the Early Settlement Rate,
         as applicable, in effect at the opening of business on the day
         following the date fixed for such determination shall be increased by
         dividing such Settlement Rate or the Early Settlement Rate, as
         applicable, by a fraction of which:

                           (i) the numerator shall be the number of Ordinary
                  Shares outstanding at the close of business on the date fixed
                  for such determination plus the number of Ordinary Shares
                  which the aggregate of the offering price of the total number
                  of Ordinary Shares so offered for subscription or purchase
                  would purchase at such Current Market Price; and

                           (ii) the denominator shall be the number of Ordinary
                  Shares outstanding at the close of business on the date fixed
                  for such determination plus the number of Ordinary Shares so
                  offered for subscription or purchase,

         such increase to become effective immediately after the opening of
         business on the day following the date fixed for such determination.
         For the purposes of this paragraph (2), the number of Ordinary Shares
         at any time outstanding shall not include shares held in the treasury
         of the Company but shall include any shares issuable in respect of any
         scrip certificates issued in lieu of fractions of Ordinary Shares. The
         Company shall not issue any such rights, options or warrants in respect
         of Ordinary Shares held in the treasury of the Company.


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



                                       47
<PAGE>

                  (4) In case the Company shall, by dividend or otherwise,
         distribute to all holders of Ordinary Shares evidences of its
         indebtedness or assets (including securities, but excluding any rights,
         options or warrants referred to in paragraph (2) of this Section
         5.5(a), any dividend or distribution paid exclusively in cash and any
         dividend or distribution referred to in paragraph (1) of this Section
         5.5(a)), the Settlement Rate or the Early Settlement Rate, as
         applicable, in effect, shall be adjusted so that the same shall equal
         the rate determined by dividing the Settlement Rate or the Early
         Settlement Rate, as applicable, in effect immediately prior to the
         close of business on the date fixed for the determination of
         shareholders entitled to receive such distribution by a fraction of
         which:

                           (i) the numerator shall be the Current Market Price
                  per share of Ordinary Shares on the date fixed for such
                  determination less the then fair market value (as determined
                  by the Board of Directors, whose determination shall be
                  conclusive and described in a Board Resolution) of the portion
                  of the assets or evidences of indebtedness so distributed
                  applicable to one share of Ordinary Shares; and

                           (ii) the denominator shall be such Current Market
                  Price per share of Ordinary Shares,

         such adjustment to become effective immediately prior to the opening of
         business on the day following the date fixed for the determination of
         shareholders entitled to receive such distribution. In any case in
         which this paragraph (4) is applicable, paragraph (2) of this Section
         5.5(a) shall not be applicable.

                  (5) In case the Company shall, by dividend or otherwise,
         distribute to all holders of Ordinary Shares (I) cash (excluding any
         cash that is distributed in a Reorganization Event to which Section
         5.5(b) applies or as part of a distribution referred to in paragraph
         (4) of this Section 5.5(a)) in an aggregate amount that, combined
         together with the aggregate amount of any other distributions to all
         holders of Ordinary Shares made exclusively in cash (other than in
         connection with a Reorganization Event) within the 12 months preceding
         the date of payment of such distribution and in respect of which no
         adjustment pursuant to this paragraph (5) or paragraph (6) of this
         Section has been made and (II) the aggregate of any cash plus the fair
         market value (as determined by the Board of Directors, whose
         determination shall be conclusive and described in a Board Resolution)
         of consideration payable in respect of any tender or exchange offer by
         the Company or any of its subsidiaries for all or any portion of
         Ordinary Shares concluded within the 12 months preceding the date of
         payment of the distribution described in Clause (I) above and in
         respect of which no adjustment pursuant to this paragraph (5) or
         paragraph (4) or paragraph (6) of this Section 5.5(a) has been made,
         exceeds 15% of the product of the Current Market Price per share of
         Ordinary Shares on the date for the determination of holders of
         Ordinary Shares entitled to receive such distribution times the number
         of Ordinary Shares outstanding on such date, then, and in each such
         case, immediately after the close of business on such date for
         determination, the Settlement Rate or Early Settlement Rate, as
         applicable, in effect, shall be increased so that the same shall equal
         the rate determined by dividing the Settlement Rate or Early Settlement
         Rate, as applicable, in effect immediately prior to the close of
         business on the date fixed for determination of the shareholders
         entitled to receive such distribution by a fraction of which:



                                       48
<PAGE>

                           (i) the numerator shall be equal to the Current
                  Market Price per share of the Ordinary Shares on the date
                  fixed for such determination less an amount equal to the
                  quotient of (x) the combined amount distributed or payable in
                  the transactions described in clauses (I) and (II) above
                  divided by (y) the number of Ordinary Shares outstanding on
                  such date for determination; and

                           (ii) the denominator shall be equal to the Current
                  Market Price per share of Ordinary Shares on such date for
                  determination.

                  (6) In case a tender or exchange offer made by the Company or
         any subsidiary of the Company for all or any portion of Ordinary Shares
         shall expire and such tender or exchange offer (as amended upon the
         expiration thereof) shall require the payment to shareholders (based on
         the acceptance (up to any maximum specified in the terms of the tender
         or exchange offer) of Purchased Shares) of (I) an aggregate
         consideration having a fair market value (as determined by the Board of
         Directors, whose determination shall be conclusive and described in a
         Board Resolution) that combined together with the aggregate of the cash
         plus the fair market value (as determined by the Board of Directors,
         whose determination shall be conclusive and described in a Board
         Resolution), as of the expiration of such tender or exchange offer, of
         consideration payable in respect of any other tender or exchange offer,
         by the Company or any subsidiary of the Company for all or any portion
         of the Ordinary Shares expiring within the 12 months preceding the
         expiration of such tender or exchange offer and in respect of which no
         adjustment pursuant to paragraph (5) of this Section 5.5(a) or this
         paragraph (6) has been made, and (II) the aggregate amount of any
         distributions to all holders of Ordinary Shares made exclusively in
         cash within the 12 months preceding the expiration of such tender or
         exchange offer and in respect of which no adjustment pursuant to
         paragraph (5) of this Section 5.5(a) or this paragraph (6) has been
         made, exceeds 15% of the product of the Current Market Price per share
         of Ordinary Shares as of the last time (the "Expiration Time") tenders
         could have been made pursuant to such tender or exchange offer (as it
         may be amended) times the number of Ordinary Shares outstanding
         (including any tendered shares) on the Expiration Time, then, and in
         each such case, immediately prior to the opening of business on the day
         after the date of the Expiration Time, the Settlement Rate or Early
         Settlement Rate, as applicable, in effect, shall be adjusted so that
         the same shall equal the rate determined by dividing the Settlement
         Rate or Early Settlement Rate, as applicable, in effect immediately
         prior to the close of business on the date of the Expiration Time by a
         fraction of which:



                                       49
<PAGE>

                           (i) the numerator shall be equal to (A) the product
                  of (1) the Current Market Price per share of Ordinary Shares
                  on the date of the Expiration Time and (2) the number of
                  Ordinary Shares outstanding (including any tendered shares) on
                  the Expiration Time less (B) the amount of cash plus the fair
                  market value (determined as aforesaid) of the aggregate
                  consideration payable to shareholders based on the
                  transactions described in clauses (I) and (II) above (assuming
                  in the case of clause (I) the acceptance, up to any maximum
                  specified in the terms of the tender or exchange offer, of
                  Purchased Shares); and

                           (ii) the denominator shall be equal to the product of
                  (A) the Current Market Price per share of Ordinary Shares as
                  of the Expiration Time and (B) the number of Ordinary Shares
                  outstanding (including any tendered shares) as of the
                  Expiration Time less the number of all shares validly tendered
                  and not withdrawn as of the Expiration Time (the shares deemed
                  so accepted, up to any such maximum, being referred to as the
                  "Purchased Shares").

                  (7) The reclassification of Ordinary Shares into securities
         including securities other than Ordinary Shares (other than any
         reclassification upon a Reorganization Event to which Section 5.5(b)
         applies) shall be deemed to involve:



                                       50
<PAGE>

                           (i) a distribution of such securities other than
                  Ordinary Shares to all holders of Ordinary Shares (and the
                  effective date of such reclassification shall be deemed to be
                  "the date fixed for the determination of shareholders entitled
                  to receive such distribution" and the "date fixed for such
                  determination" within the meaning of paragraph (4) of this
                  Section 5.5(a)); and

                           (ii) a subdivision, split or combination, as the case
                  may be, of the number of Ordinary Shares outstanding
                  immediately prior to such reclassification into the number of
                  Ordinary Shares outstanding immediately thereafter (and the
                  effective date of such reclassification shall be deemed to be
                  "the day upon which such subdivision or split becomes
                  effective" or "the day upon which such combination becomes
                  effective", as the case may be, and "the day upon which such
                  subdivision, split or combination becomes effective" within
                  the meaning of paragraph (3) of this Section 5.5(a)).

                  (8) The "Current Market Price" per share of Ordinary Shares on
         any day means the average of the daily Closing Prices for the five
         consecutive Trading Days selected by the Company commencing not more
         than 30 Trading Days before, and ending not later than, the earlier of
         the day in question and the day before the "ex date" with respect to
         the issuance or distribution requiring such computation. For purposes
         of this paragraph, the term "ex date", when used with respect to any
         issuance or distribution, shall mean the first date on which the
         Ordinary Shares trades regular way on such exchange or in such market
         without the right to receive such issuance or distribution.

                  (9) All adjustments to the Settlement Rate or the Early
         Settlement Rate, as applicable, shall be calculated to the nearest
         1/10,000th of a share of Ordinary Shares (or if there is not a nearest
         1/10,000th of a share, to the next lower 1/10,000th of a share). No
         adjustment in the Settlement Rate or the Early Settlement Rate, as
         applicable, shall be required unless such adjustment would require an
         increase or decrease of at least one percent thereof; provided,
         however, that any adjustments which by reason of this subparagraph are
         not required to be made shall be carried forward and taken into account
         in any subsequent adjustment. If an adjustment is made to the
         Settlement Rate or the Early Settlement Rate, as applicable, pursuant
         to paragraph (1), (2), (3), (4), (5), (6), (7) or (10) of this Section
         5.5(a), an adjustment shall also be made to the Applicable Closing
         Price solely to determine which of clauses (1), (2) or (3) of the
         definition of Settlement Rate or the Early Settlement Rate, as
         applicable, in Section 5.1 will apply on the Purchase Contract
         Settlement Date. Such adjustment shall be made by multiplying the
         Applicable Closing Price by a fraction of which the numerator shall be
         the Settlement Rate or the Early Settlement Rate, as applicable, in
         effect immediately after such adjustment pursuant to paragraph (1),
         (2), (3), (4), (5), (6), (7) or (10) of this Section 5.5(a) and the
         denominator shall be the Settlement Rate or the Early Settlement Rate,
         as applicable, in effect immediately before such adjustment; provided,
         however, that if such adjustment to the Settlement Rate or the Early
         Settlement Rate, as applicable, in effect, is required to be made
         pursuant to the occurrence of any of the events contemplated by
         paragraph (1), (2), (3), (4), (5), (7) or (10) of this Section 5.5(a)
         during the period taken into consideration for determining the
         Applicable Closing Price, appropriate and customary adjustments shall
         be made to the Settlement Rate or the Early Settlement Rate, as
         applicable.



                                       51
<PAGE>

                  (10) The Company may make such increases in the Settlement
         Rate or the Early Settlement Rate, as applicable, in addition to those
         required by this Section 5.5(a), as it considers to be advisable in
         order to avoid or diminish any income tax to any holders of Ordinary
         Shares resulting from any dividend or distribution of stock or issuance
         of rights, options or warrants to purchase or subscribe for stock or
         from any event treated as such for income tax purposes or for any other
         reason.

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

                                 In the event of:

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

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

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



                                       52
<PAGE>

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

the Settlement Rate or Early Settlement Rate, as applicable, in effect, will be
adjusted to provide that each Holder of Units will receive on the Purchase
Contract Settlement Date with respect to each Purchase Contract forming a part
thereof, the kind and amount of securities, cash and other property receivable
upon such Reorganization Event (without any interest thereon, and without any
right to dividends or distribution thereon which have a record date that is
prior to the Purchase Contract Settlement Date) by a Holder of the number of
Ordinary Shares issuable on account of each Purchase Contract if the Purchase
Contract Settlement Date had occurred immediately prior to such Reorganization
Event, assuming such Holder of Ordinary Shares is not a Person with which the
Company consolidated or into which the Company merged or which merged into the
Company or to which such sale or transfer was made, as the case may be (any such
Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the
extent such Reorganization Event provides for different treatment of Ordinary
Shares held by Affiliates of the Company and non-Affiliates and such Holder
failed to exercise his rights of election, if any, as to the kind or amount of
securities, cash and other property receivable upon such Reorganization Event
(provided that if the kind or amount of securities, cash and other property
receivable upon such Reorganization Event is not the same for each share of
Ordinary Shares held immediately prior to such Reorganization Event by other
than a Constituent Person or an Affiliate thereof and in respect of which such
rights of election shall not have been exercised ("non-electing share"), then
for the purpose of this Section the kind and amount of securities, cash and
other property receivable upon such Reorganization Event by each non-electing
share shall be deemed to be the kind and amount so receivable per share by a
plurality of the non-electing shares).

         In the event of such a Reorganization Event, the Person formed by such
consolidation, merger or exchange or the Person which acquires the assets of the
Company or, in the event of a liquidation, dissolution or winding up of the
Company, the Company or a liquidating trust created in connection therewith,
shall execute and deliver to the Purchase Contract Agent an agreement
supplemental hereto providing that the Holders of each Outstanding Unit shall
have the rights provided by this Section 5.5(b). Such supplemental agreement
shall provide for adjustments which, for events subsequent to the effective date
of such supplemental agreement, shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Section. The above
provisions of this Section shall similarly apply to successive Reorganization
Events.

         (c) All calculations and determinations pursuant to this Section 5.5
shall be made by the Company or its agent and the Purchase Contract Agent shall
have no responsibility with respect thereto.



                                       53
<PAGE>

Section 5.6 Notice of Adjustments and Certain Other Events.

         (a) Whenever the Settlement Rate or Early Settlement Rate, as
applicable, and the Applicable Closing Price are adjusted as herein provided,
the Company shall:

                  (i) forthwith compute the adjusted Settlement Rate or Early
         Settlement Rate, as applicable and Applicable Closing Price in
         accordance with Section 5.5 and prepare and transmit to the Purchase
         Contract Agent an Officers' Certificate setting forth the Settlement
         Rate or Early Settlement Rate, as applicable and the Applicable Closing
         Price, the method of calculation thereof in reasonable detail, and the
         facts requiring such adjustment and upon which such adjustment is
         based; and

                  (ii) within 10 Business Days following the occurrence of an
         event that requires an adjustment to the Settlement Rate or Early
         Settlement Rate, as applicable and the Applicable Closing Price
         pursuant to Section 5.5 (or if the Company is not aware of such
         occurrence, as soon as practicable after becoming so aware), provide a
         written notice to the Holders of the Units of the occurrence of such
         event and a statement in reasonable detail setting forth the method by
         which the adjustment to the Settlement Rate then or Early Settlement
         Rate, as applicable and the Applicable Closing Price was determined and
         setting forth the adjusted Settlement Rate or Early Settlement Rate, as
         applicable and Applicable Closing Price.

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

Section 5.7 Termination Event; Notice.

         The Purchase Contracts and all obligations and rights of the Company
and the Holders thereunder, including, without limitation, the rights of the
Holders to receive, and the obligations of the Company to pay, Purchase Contract
Adjustment Payments and the rights and obligations of Holders to purchase
Ordinary Shares, shall immediately and automatically terminate, without the
necessity of any notice or action by any Holder, the Purchase Contract Agent or
the Company, if, on or prior to the Purchase Contract Settlement Date, a
Termination Event shall have occurred. Upon and after the occurrence of a
Termination Event, the Units shall thereafter represent the right to receive the
Debt Securities or Treasury Portfolio Interest forming a part of such Units in
the case of Corporate Units, or Treasury Securities in the case of Treasury
Units, in accordance with the provisions of Section 5.4 of the Pledge Agreement.
Upon the occurrence of a Termination Event, the Company shall promptly, but in
no event later than two Business Days thereafter, give written notice to the
Purchase Contract Agent and the Collateral Agent and shall cause written notice
thereof to be given to the Holders, at their addresses as they appear in the
Register.



                                       54
<PAGE>

Section 5.8 Cash Settlement.

         (a) (i) Unless a Holder has effected an Early Settlement pursuant to
Section 5.9 or a Merger Early Settlement pursuant to Section 5.10, a Termination
Event shall have occurred pursuant to Section 5.7 or a Successful Remarketing
shall have occurred, Holders of Corporate Units may settle their Purchase
Contracts in cash by delivering to the Purchase Contract Agent a notice in
substantially the form of Exhibit F hereto regarding its intention to pay in
cash ("Cash Settlement") the Purchase Price for the Ordinary Shares to be
purchased pursuant to the related Purchase Contract; provided that such notice
must be given by 11:00 a.m. (New York City time) on the sixth Business Day
immediately preceding the Purchase Contract Settlement Date.

                  (ii) A Holder of a Corporate Unit who has so notified the
         Purchase Contract Agent of its intention to make a Cash Settlement in
         accordance with paragraph (a) (i) above shall pay the Purchase Price to
         the Securities Intermediary for deposit in the Collateral Account prior
         to 11:00 a.m. (New York City time) on the fifth Business Day
         immediately preceding the Purchase Contract Settlement Date in lawful
         money of the United States by certified or cashiers' check or wire
         transfer, in each case in immediately available funds payable to or
         upon the order of the Securities Intermediary and the Securities
         Intermediary shall instruct the Collateral Agent to release to the
         Purchase Contract Agent the Pledged Debt Securities, for delivery to
         the Holders of the related Corporate Units who have complied with this
         Section. Any cash received by the Collateral Agent shall be invested
         promptly by the Securities Intermediary in Permitted Investments and
         paid to the Company on the Purchase Contract Settlement Date in
         settlement of the Purchase Contract in accordance with the terms of
         this Agreement and the Pledge Agreement. Any funds received by the
         Securities Intermediary in respect of the investment earnings from the
         investment in such Permitted Investments shall be distributed to the
         Purchase Contract Agent when received for payment, on a pro rata basis
         based on the number of Corporate Units formerly held by such Holder, to
         the Holders of the related Corporate Units on the Purchase Contract
         Settlement Date.



                                       55
<PAGE>

                  (iii) If a Holder of a Corporate Unit fails to notify the
         Purchase Contract Agent of its intention to make a Cash Settlement in
         accordance with paragraph (a)(i) above, or notifies the Purchase
         Contract Agent as provided in paragraph (a)(i) above of its intention
         to pay the Purchase Price in cash but fails to make such payment as
         required by paragraph (a)(ii) above, such Holder shall be deemed to
         have consented (A) to the disposition of the Pledged Debt Securities on
         the third Business Day prior to the Purchase Contract Settlement Date
         pursuant to the Final Remarketing as described in Section 5.3 or, (B)
         if a Failed Remarketing occurs, to the Collateral Agent, for the
         benefit of the Company, and upon written direction of the Company as
         provided in the Pledge Agreement, exercising all of its rights as a
         secured party with respect to any Pledged Debt Securities under the
         Pledge Agreement and, subject to applicable law and Section 5.3(i), by
         either (i) retaining such Debt Securities in full satisfaction of such
         Holder's obligations under the related Purchase Contracts or (ii)
         selling such Debt Securities in one or more public or private sales.

                  (iv) By 11:00 a.m. (New York City time), on the fourth
         Business Day immediately preceding the Purchase Contract Settlement
         Date, the Purchase Contract Agent, based on notices received by the
         Purchase Contract Agent pursuant to Section 5.8(a)(i) hereof and notice
         from the Securities Intermediary regarding cash received by it prior to
         such time, shall notify the Remarketing Agent, the Collateral Agent,
         the Trustee and the Company, by use of a notice substantially in the
         form of Exhibit G hereto, of the aggregate principal amount of Pledged
         Debt Securities to be remarketed on the Final Remarketing Date in
         accordance with the procedures set forth in Section 5.3(c).

         (b) (i) Unless a Holder of a Treasury Unit has effected an Early
Settlement of the related Purchase Contract in the manner described in Section
5.9 or a Merger Early Settlement of the related Purchase Contract in the manner
described in Section 5.10, a Termination Event shall have occurred pursuant to
Section 5.7 or a Successful Remarketing shall have occurred, Holders of Treasury
Units may settle their Purchase Contracts in cash by delivering to each Holder
of a Treasury Unit who intends to pay in cash to satisfy such Holder's
obligation under the Purchase Contract shall notify the Purchase Contract Agent
by use of a notice in substantially the form of Exhibit F hereto regarding its
intention to pay in cash the Purchase Price for the Ordinary Shares to be
purchased pursuant to the related Purchase Contract. To settle its Purchase
Contracts in cash pursuant to this Section, such notice must be given prior to
5:00 p.m. (New York City time), on the second Business Day immediately preceding
the Purchase Contract Settlement Date. Prior to 11:00 a.m. (New York City time),
on the next succeeding Business Day, the Purchase Contract Agent shall notify
the Collateral Agent of the receipt of such notices from such Holders intending
to make a Cash Settlement.



                                       56
<PAGE>

                  (ii) A Holder of a Treasury Unit who has so notified the
         Purchase Contract Agent of its intention to make a Cash Settlement in
         accordance with paragraph (b)(i) above shall pay the Purchase Price to
         the Securities Intermediary for deposit in the Collateral Account prior
         to 11:00 a.m. (New York City time), on the Business Day immediately
         preceding the Purchase Contract Settlement Date in lawful money of the
         United States by certified or cashiers' check or wire transfer, in each
         case, in immediately available funds payable to or upon the order of
         the Securities Intermediary and the Securities Intermediary shall
         instruct the Collateral Agent to release to the Purchase Contract Agent
         the Pledged Treasury Securities for delivery to the Holders of the
         related Treasury Units who have complied with this Section. Any cash
         received by the Collateral Agent shall be invested promptly by the
         Securities Intermediary in Permitted Investments and paid to the
         Company on the Purchase Contract Settlement Date in settlement of the
         Purchase Contract in accordance with the terms of this Agreement and
         the Pledge Agreement. Any funds received by the Securities Intermediary
         in respect of the investment earnings from the investment in such
         Permitted Investments shall be distributed to the Purchase Contract
         Agent when received for payment to the Holder of the related Treasury
         Units on the Purchase Contract Settlement Date.

                  (iii) If a Holder of a Treasury Unit fails to notify the
         Purchase Contract Agent of its intention to make a Cash Settlement in
         accordance with paragraph (b)(i) above, or does notify the Purchase
         Contract Agent as provided in paragraph (b)(i) above of its intention
         to pay the Purchase Price in cash but fails to make such payment as
         required by paragraph (b)(ii) above, then upon the maturity of the
         Pledged Treasury Securities held by the Securities Intermediary, the
         principal amount of the Treasury Securities received by the Securities
         Intermediary shall be invested promptly in Permitted Investments. On
         the Purchase Contract Settlement Date, an amount equal to the Purchase
         Price shall be remitted to the Company as payment thereof without
         receiving any instructions from the Holder of the related Treasury
         Units. In the event the sum of the Proceeds from the related Pledged
         Treasury Securities and the investment earnings earned from such
         investments is in excess of the aggregate Purchase Price of the
         Purchase Contracts being settled thereby, the Collateral Agent shall
         cause the Securities Intermediary to distribute such excess to the
         Purchase Contract Agent for the benefit of the Holder of the related
         Treasury Units when received.

         (c) Upon Cash Settlement of any Purchase Contract:

                  (i) the Collateral Agent will in accordance with the terms of
         the Pledge Agreement cause the Pledged Debt Securities or the Pledged
         Treasury Securities, as the case may be, relating to the relevant Units
         to be released from the Pledge, free and clear of any security interest
         of the Company, and transferred to the Purchase Contract Agent for
         delivery to the Holder thereof or its designee as soon as practicable;



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<PAGE>

                  (ii) subject to the receipt thereof, the Purchase Contract
         Agent shall, by book-entry transfer or other appropriate procedures, in
         accordance with written instructions provided by the Holder thereof,
         transfer such Debt Securities or such Treasury Securities, as the case
         may be (or, if no such instructions are given to the Purchase Contract
         Agent by the Holder, the Purchase Contract Agent shall hold such Debt
         Securities or such Treasury Securities, as the case may be, and any
         interest payment thereon, in the name of the Purchase Contract Agent or
         its nominee in trust for the benefit of such Holder until the
         expiration of the time period specified in the abandoned property laws
         of the relevant State) and, in connection with such Debt Securities,
         the Purchase Contract Agent shall have no responsibility to vote or
         take any other consensual action with respect thereto; and

                  (iii) the Company shall cause the number of Ordinary Shares
         issuable upon Cash Settlement of the related Purchase Contracts
         pursuant to Section 5.4, together with any payment in lieu of any
         fraction of a share, as provided in Section 5.12, to the Holder which
         has exercised its right to Cash Settlement, in accordance with Section
         5.4.

Section 5.9 Early Settlement.

         (a) Unless a Holder has effected a Merger Early Settlement of the
related Purchase Contract pursuant to Section 5.10 or a Termination Event shall
have occurred pursuant to Section 5.7, subject to and upon compliance with the
provisions of this Section 5.9, at the option of the Holder thereof, Purchase
Contracts relating to Units may be settled early ("Early Settlement") on or
prior to the Election Date. In order to exercise the right to effect Early
Settlement with respect to any Purchase Contracts, the Holder of the Certificate
evidencing Units shall deliver such Certificate to the Purchase Contract Agent
at the Corporate Trust Office duly endorsed for transfer to the Company or in
blank with the form of Election to Settle Early on the reverse thereof duly
completed and accompanied by payment (payable to the Company in immediately
available funds) in an amount (the "Early Settlement Amount") equal to:

                  (1) the product of (A) the Stated Amount times (B) the number
         of Purchase Contracts with respect to which the Holder has elected to
         effect Early Settlement; plus

                  (2) if such delivery is made with respect to any Purchase
         Contracts during the period from the close of business on any Record
         Date next preceding any Payment Date to the opening of business on such
         Payment Date, an amount equal to the Purchase Contract Adjustment
         Payments payable on such Payment Date with respect to such Purchase
         Contracts.



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<PAGE>

         Except as provided in the immediately preceding sentence and subject to
the last paragraph of Section 5.2, no payment shall be made upon Early
Settlement of any Purchase Contract on account of any Purchase Contract
Adjustment Payments accrued on such Purchase Contract or on account of any
dividends on the Ordinary Shares issued upon such Early Settlement. If the
foregoing requirements are first satisfied with respect to Purchase Contracts
relating to any Units at or prior to 5:00 p.m. (New York City time), on a
Business Day, such day shall be the "Early Settlement Date" with respect to such
Units and if such requirements are first satisfied after 5:00 p.m. (New York
City time), on a Business Day or on a day that is not a Business Day, the "Early
Settlement Date" with respect to such Units shall be the next succeeding
Business Day.

         Upon the receipt of such Certificate and Early Settlement Amount from
the Holder, the Purchase Contract Agent shall pay to the Company such Early
Settlement Amount, the receipt of which payment the Company shall confirm in
writing. The Purchase Contract Agent shall then, in accordance with Section 5.6
of the Pledge Agreement, notify the Collateral Agent that (A) such Holder has
elected to effect an Early Settlement, which notice shall set forth the number
of such Purchase Contracts as to which such Holder has elected to effect Early
Settlement, (B) the Purchase Contract Agent has received from such Holder, and
paid to the Company as confirmed in writing by the Company, the related Early
Settlement Amount and (C) all conditions to such Early Settlement have been
satisfied.

         (b) Upon Early Settlement of Purchase Contracts by a Holder of the
related Units, the Company shall issue, and the Holder shall be entitled to
receive, 3.0084 Ordinary Shares, subject to adjustment in the same manner and at
the same time as the Settlement Rate is adjusted pursuant to Section 5.5, on
account of each Purchase Contract as to which Early Settlement is effected (the
"Early Settlement Rate").

         (c) No later than the third Business Day after the applicable Early
Settlement Date, the Company shall cause:

                  (1) the Ordinary Shares issuable upon Early Settlement of the
         related Purchase Contracts to be issued and delivered pursuant to
         Section 5.4, together with payment in lieu of any fraction of a share,
         as provided in Section 5.12; and

                  (2) the related Debt Securities, in the case of Corporate
         Units, or the related Treasury Securities, in the case of Treasury
         Units, to be released from the Pledge by the Collateral Agent and
         transferred, in each case, to the Purchase Contract Agent for delivery
         to the Holder thereof or its designee.

         (d) Upon Early Settlement of any Purchase Contracts, and subject to
receipt by the Ordinary Shares Transfer Agent of Ordinary Shares from the
Company and receipt by the Purchase Contract Agent of the related Debt
Securities, or Treasury Securities, as the case may be, from the Securities
Intermediary, as applicable, the Ordinary Shares Transfer Agent shall, in
accordance with the instructions provided by the Holder thereof on the
applicable form of Election to Settle Early on the reverse of the Certificate
evidencing the related Units as forwarded by the Purchase Contract Agent to the
Ordinary Shares Transfer Agent, deliver to such Holder a certificate or
certificates for the full number of Ordinary Shares issuable upon such Early
Settlement of the related Purchase Contract, pursuant to Section 5.4 and the
Purchase Contract Agent shall transfer to such Holder the related Debt
Securities or Treasury Securities, as the case may be, forming a part of such
Units.



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<PAGE>

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

         (f) Notwithstanding anything to the contrary contained herein, Holders
may make effect Early Settlement of Treasury Units only in integral multiples of
20 Treasury Units.

Section 5.10 Early Settlement Upon Merger.

         (a) In the event of a merger or consolidation of the Company (which for
purposes of this Section 5.10 includes any successor company pursuant to a Cash
Merger (as defined below)) in which the Ordinary Shares outstanding immediately
prior to such merger or consolidation is exchanged for consideration consisting
of at least 30% cash or cash equivalents (any such event a "Cash Merger" and the
date on which the Cash Merger takes place being referred to as a "Cash Merger
Date"), then the Company (or the successor to the Company hereunder) shall be
required to offer the Holder of each Outstanding Units the right to settle the
Purchase Contract relating to such Units prior to the Purchase Contract
Settlement Date (such early settlement, "Merger Early Settlement") as provided
herein. On or before the fifth Business Day after the consummation of a Cash
Merger, the Company or, at the request and expense of the Company, the Purchase
Contract Agent, shall give all Holders notice of the occurrence of the Cash
Merger and of the right of Merger Early Settlement arising as a result thereof.
The Company shall also deliver a copy of such notice to the Purchase Contract
Agent and the Collateral Agent.

                                 Each such notice shall contain:

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

                  (ii) the date, which shall be three Business Days prior to the
         Merger Early Settlement Date, by which the Merger Early Settlement
         right must be exercised by notice by the Holders to the Purchase
         Contract Agent and the Company;



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<PAGE>

                  (iii) the Settlement Rate in effect as a result of such Cash
         Merger and the kind and amount of securities, cash and other property
         receivable by the Holder upon settlement of each Purchase Contract
         pursuant to Section 5.5(b);

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

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

         (b) To exercise a Merger Early Settlement right, a Holder must (i)
deliver to the Purchase Contract Agent at the Corporate Trust Office at least
three Business Days before the Merger Settlement Date, at 5:00 p.m. (New York
City time), the Certificate(s) evidencing the Units with respect to which the
Merger Early Settlement right is being exercised, duly endorsed for transfer to
the Company or in blank with the form of Election to Settle Early on the reverse
thereof duly completed and (ii) make payment (payable to the Company in
immediately available funds in an amount equal to the Early Settlement Amount
less the amount of cash that otherwise would be deliverable by the Company upon
settlement of the Purchase Contract in lieu of Ordinary Shares pursuant to
Section 5.5(b) and as described in the notice to Holders (the "Merger Early
Settlement Amount").

         (c) On the Merger Early Settlement Date, the Company shall cause to be
delivered (i) the net cash, securities and other property to be received by such
exercising Holder, equal to the Settlement Rate as adjusted pursuant to Section
5.5, in respect of the number of Purchase Contracts for which such Merger Early
Settlement right was exercised pursuant to the applicable instructions contained
in Section 5.4(b), (ii) the Company shall cause the number of Ordinary Shares
issuable upon Merger Early Settlement, if any, of the related Purchase Contracts
pursuant to Section 5.4, together with any payment in lieu of any fraction of a
share, as provided in Section 5.12, to the Holder which has exercised its right
to Cash Settlement, in accordance with Section 5.4 and (iii) the related Pledged
Debt Securities, or if substituted therefore, the Pledged Treasury Portfolio
Interest, in the case of Corporate Units, or Pledged Treasury Securities, in the
case of Treasury Units, to be released from the Pledge by the Collateral Agent
and transferred, in each case, to the Purchase Contract Agent for delivery to
the Holder thereof or its designee. In the event a Merger Early Settlement right
shall be exercised by a Holder in accordance with the terms hereof, all
references herein to Purchase Contract Settlement Date shall be deemed to refer
to such Merger Early Settlement Date.



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<PAGE>

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

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

         (f) Notwithstanding anything to the contrary contained herein, Holders
may effect Merger Early Settlement of Units only in integral multiples of 20
Corporate Units or 20 Treasury Units.

Section 5.11 Optional Remarketing.

         Pursuant to the Indenture and the Remarketing Agreement, holders of
Separated Debt Securities may elect to have such Separated Debt Security
remarketed if such holder, on or prior to 5:00 p.m. (New York City time) on the
Election Date, delivers (a) to the Trustee and the Collateral Agent a notice of
that election, substantially in the form of Exhibit __ of the Indenture
Officers' Certificate and Exhibit __ of the Pledge Agreement, respectively,
specifying the aggregate principal amount of Debt Securities to be remarketed,
and (b) such Separated Debt Securities, by book-entry transfer or other
appropriate procedures, to the Collateral Agent for Remarketing, in each case,
pursuant to the Indenture. Once the holder of such Separated Debt Securities
delivers such notice and Separated Debt Securities as specified in the preceding
sentence, such election may not be withdrawn and may not be conditioned upon the
level at which the Reset Rate is established in the Remarketing; provided,
however, that if such a holder delivers only such a notice but not the Separated
Debt Securities subject to the notice, then none of such holder's Separated Debt
Securities shall be included in the Remarketing.

Section 5.12 No Fractional Shares.

         No fractional shares or scrip representing fractional Ordinary Shares
shall be issued or delivered upon settlement on the Purchase Contract Settlement
Date or upon Early Settlement or Merger Early Settlement of any Purchase
Contracts. If Certificates evidencing more than one Purchase Contract shall be
surrendered for settlement at one time by the same Holder, the number of full
Ordinary Shares which shall be delivered upon settlement shall be computed on
the basis of the aggregate number of Purchase Contracts evidenced by the
Certificates so surrendered. Instead of any fractional share of Ordinary Shares
which would otherwise be deliverable upon settlement of any Purchase Contracts
on the Purchase Contract Settlement Date or upon Early Settlement or Merger
Early Settlement, the Company, through the Purchase Contract Agent, shall make a
cash payment in respect of such fractional interest in an amount equal to the
value of such fractional shares times the Applicable Closing Price. The Company
shall provide the Purchase Contract Agent from time to time with sufficient
funds to permit the Purchase Contract Agent to make all cash payments required
by this Section 5.12 in a timely manner. Promptly after the calculation of the
Applicable Closing Price, the Company shall give the Purchase Contract Agent
notice thereof. All calculations and determinations of the Applicable Closing
Price shall be made by the Company or its agent and the Purchase Contract Agent
shall have no responsibility with respect thereto.


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<PAGE>

Section 5.13 Charges and Taxes.

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

                                   ARTICLE VI

                                    Remedies

Section 6.1  Unconditional Right of Holders to Receive Purchase Contract
             Adjustment Payments and to Purchase Ordinary Shares.

         Each Holder of Corporate Units or Treasury Units shall have the right,
which is absolute and unconditional, (1) (subject to the payment by such Holder
of Purchase Contract Adjustment Payments pursuant to Section 5.9(a)), to receive
each Purchase Contract Adjustment Payment with respect to the Purchase Contract
constituting a part of such Units on the respective Payment Date for such Units
and (2) to purchase Ordinary Shares pursuant to such Purchase Contract and, in
each such case, to institute suit for the enforcement of any such Purchase
Contract Adjustment Payment and right to purchase Ordinary Shares, and such
rights shall not be impaired without the consent of such Holder.



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<PAGE>

Section 6.2 Restoration of Rights and Remedies.

         If any Holder has instituted any proceeding to enforce any right or
remedy under this Agreement and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to such Holder, then
and in every such case, subject to any determination in such proceeding, the
Company and such Holder shall be restored severally and respectively to their
former positions hereunder and thereafter all rights and remedies of such Holder
shall continue as though no such proceeding had been instituted.

Section 6.3 Rights and Remedies Cumulative.

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

Section 6.4 Delay or Omission Not Waiver.

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

Section 6.5 Undertaking for Costs.

         All parties to this Agreement agree, and each Holder of Corporate Units
or Treasury Units, by its acceptance of such Corporate Units or Treasury Units,
shall be deemed to have agreed, that any court may in its discretion require, in
any suit for the enforcement of any right or remedy under this Agreement, or in
any suit against the Purchase Contract Agent for any action taken, suffered or
omitted by it as Purchase Contract Agent, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys'
fees 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;
provided that the provisions of this Section shall not apply to any suit
instituted by the Company, to any suit instituted by the Purchase Contract
Agent, to any suit instituted by any Holder, or group of Holders, holding in the
aggregate more than 10% of the Outstanding Units, or to any suit instituted by
any Holder for the enforcement of interest payable on any Debt Securities or
Purchase Contract Adjustment Payments on any Purchase Contract on or after the
respective Payment Date therefor in respect of any Units held by such Holder, or
for enforcement of the right to purchase Ordinary Shares under the Purchase
Contracts constituting part of any Units held by such Holder.



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<PAGE>

Section 6.6 Waiver of Stay or Extension Laws.

         The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Agreement; and the Company expressly waives (to the extent
that it may lawfully do so) all benefit or advantage of any such law and
covenants that it will not hinder, delay or impede the execution of any power
herein granted to the Purchase Contract Agent or the Holders, but will suffer
and permit the execution of every such power as though no such law had been
enacted.

                                  ARTICLE VII

                           The Purchase Contract Agent

Section 7.1 Certain Duties and Responsibilities.

         (a)      The Purchase Contract Agent:

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

                  (2) in the absence of negligence, bad faith or willful
         misconduct on its part, may conclusively rely, as to the truth of the
         statements and the correctness of the opinions expressed therein, upon
         certificates or opinions furnished to the Purchase Contract Agent and
         conforming to the requirements of this Agreement or the Pledge
         Agreement, as applicable, but in the case of any certificates or
         opinions which by any provision hereof are specifically required to be
         furnished to the Purchase Contract Agent, the Purchase Contract Agent
         shall be under a duty to examine the same to determine whether or not
         they conform to the requirements of this Agreement or the Pledge
         Agreement, as applicable, but shall have no duty to confirm or
         investigate the accuracy of mathematical calculations or other facts
         stated therein.

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

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



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<PAGE>

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

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

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

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

Section 7.2 Notice of Default.

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

Section 7.3 Certain Rights of Purchase Contract Agent.

         Subject to the provisions of Section 7.1:

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

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



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<PAGE>

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

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

                  (5) the Purchase Contract Agent shall not be bound to make any
         investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         direction, consent, order, bond, debenture, note, other evidence of
         indebtedness or other paper or document, but the Purchase Contract
         Agent, in its discretion, may make reasonable further inquiry or
         investigation into such facts or matters related to the execution,
         delivery and performance of the Purchase Contracts as it may see fit,
         and, if the Purchase Contract Agent shall determine to make such
         further inquiry or investigation, it shall be given a reasonable
         opportunity to examine the books, records and premises of the Company,
         personally or by agent or attorney;

                  (6) the Purchase Contract Agent may execute any of the powers
         hereunder or perform any duties hereunder either directly or by or
         through agents or attorneys or an Affiliate and the Purchase Contract
         Agent shall not be responsible for any misconduct or negligence on the
         part of any agent or attorney or an Affiliate appointed with due care
         by it hereunder;

                  (7) the rights, privileges, protections, immunities and
         benefits given to the Purchase Contract Agent, including, but not
         limited to, its right to be indemnified, are extended to, and shall be
         enforceable by, the Purchase Contract Agent in each of its capacities
         hereunder, and to each Purchase Contract Agent, custodian and other
         Person employed to act hereunder;

                  (8) the Purchase Contract Agent shall not be liable for any
         action taken, suffered or omitted by it in good faith and believed by
         it to be authorized or within the discretion or rights or powers
         conferred upon it by this Agreement;



                                       67
<PAGE>

                  (9) the Purchase Contract Agent shall not be charged with
         knowledge of any default by the Company hereunder unless a Responsible
         Officer of the Purchase Contract Agent shall have received at the
         Corporate Trust Office of the Purchase Contract Agent written notice of
         such default;

                  (10) the permissive right of the Purchase Contract Agent to do
         things enumerated in this Agreement shall not be construed as a duty;

                  (11) in no event shall the Purchase Contract Agent be liable
         for any consequential, punitive, indirect or special loss or damages of
         any kind whatsoever (including but not limited to lost profit), even if
         the Purchase Contract Agent has been advised of the likelihood of such
         loss or damage and regardless of the form of action;

                  (12) the Purchase Contract Agent shall not be responsible or
         liable for any failure or delay in the performance of its obligations
         under this Agreement arising out of or caused directly or indirectly,
         by circumstances beyond its reasonable control, including without
         limitation, acts of God, earthquake, fires, floods, wars, civil or
         military disturbances, terrorist acts, sabotage, epidemics, riots,
         interruptions, loss or malfunctions of utilities, computer (hardware or
         software) or communications service, accidents, labor disputes, and
         acts of civil or military authority or governmental actions, it being
         understood that the Purchase Contract Agent shall use reasonable
         efforts which are consistent with accepted practices in the banking
         industry to resume performance as soon as practicable under the
         circumstances; and

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

Section 7.4 Not Responsible for Recitals or Issuance of Units.

         The recitals contained herein and in the Certificates shall be taken as
the statements of the Company, and the Purchase Contract Agent assumes no
responsibility for their accuracy. The Purchase Contract Agent makes no
representations as to the validity or sufficiency of either this Agreement or of
the Units, or of the Pledge Agreement or the Pledge. The Purchase Contract Agent
shall not be accountable for the use or application by the Company of the
proceeds in respect of the Units or the Purchase Contracts and shall not be
responsible for the perfection, priority or maintenance of any security interest
created or intended to be created under the Pledge Agreement.



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<PAGE>

Section 7.5 May Hold Units.

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

Section 7.6 Money Held in Custody.

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

Section 7.7 Compensation and Reimbursement.

         The Company agrees:

                  (1) to pay to the Purchase Contract Agent compensation for all
         services rendered by it hereunder and under the Pledge Agreement as the
         Company and the Purchase Contact Agent shall from time to time agree;

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

                  (3) to indemnify the Purchase Contract Agent and any
         predecessor Purchase Contract Agent for, and to hold it harmless
         against, any loss, liability or expense, including taxes (other than
         taxes based upon, measured by or determined by the income of the
         Purchase Contract Agent), incurred without negligence, bad faith or
         willful misconduct on its part, arising out of or in connection with
         the acceptance or administration of its duties hereunder, including the
         reasonable costs and expenses of defending itself against any such
         claim or liability in connection with the exercise or performance of
         any of its powers or duties hereunder.

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



                                       69
<PAGE>

         The provisions of this Section 7.7 shall survive the termination of
this Agreement, the satisfaction or discharge of the Units and/or the Separated
Debt Securities and/or the resignation or removal of the Purchase Contract
Agent.

Section 7.8 Corporate Purchase Contract Agent Required; Eligibility.

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

Section 7.9 Resignation and Removal; Appointment of Successor.

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

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

         (c) The Purchase Contract Agent may be removed at any time by Act of
the Holders of a majority in number of the Outstanding Units delivered to the
Purchase Contract Agent and the Company. If the instrument of acceptance by a
successor Purchaser Contract Agent required by Section 7.10 shall not have been
delivered to the Purchase Contract Agent within 30 days after such removal, the
Purchase Contract Agent being removed may petition, at the expense of the
Company, any court of competent jurisdiction for the appointment of a successor
Purchase Contract Agent.

         (d) If at any time:



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<PAGE>

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

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

then, in any such case, (i) the Company by a Board Resolution may remove the
Purchase Contract Agent, or (ii) any Holder who has been a bona fide Holder of a
Unit for at least six months may, on behalf of himself and all others similarly
situated, petition, at the expense of the Company, any court of competent
jurisdiction for the removal of the Purchase Contract Agent and the appointment
of a successor Purchase Contract Agent.

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

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

Section 7.10 Acceptance of Appointment by Successor.

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



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<PAGE>

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

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

Section 7.11 Merger, Amalgamation, Conversion, Consolidation or Succession to
             Business.

         Any Person into which the Purchase Contract Agent may be merged or
amalgamated or converted or with which it may be consolidated, or any Person
resulting from any merger, amalgamation, conversion or consolidation to which
the Purchase Contract Agent shall be a party, or any Person succeeding to all or
substantially all the corporate trust business of the Purchase Contract Agent,
shall be the successor of the Purchase Contract Agent hereunder, provided such
Person shall be otherwise eligible under this Article, without the execution or
filing of any paper or any further act on the part of any of the parties hereto.
In case any Certificates shall have been authenticated and executed on behalf of
the Holders, but not delivered, by the Purchase Contract Agent then in office,
any successor to such Purchase Contract Agent may adopt such authentication and
execution and deliver the Certificates so authenticated and executed with the
same effect as if such successor Purchase Contract Agent had itself
authenticated and executed such Units.

Section 7.12 Preservation of Information; Communications to Holders.

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

         (b) If three or more Holders (herein referred to as "applicants") apply
in writing to the Purchase Contract Agent, and furnish to the Purchase Contract
Agent reasonable proof that each such applicant has owned a Unit for a period of
at least six months preceding the date of such application, and such application
states that the applicants desire to communicate with other Holders with respect
to their rights under this Agreement or under the Units and is by a copy of the
form of proxy or other communication which such applicants propose to transmit,
then the Purchase Contract Agent shall mail to all the Holders of Units copies
of the form of proxy or other communication which is specified in such request,
with reasonable promptness after a tender to the Purchase Contract Agent of the
materials to be mailed and of payment, or provision for the payment, of the
reasonable expenses of such mailing.



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<PAGE>

Section 7.13 No Obligations of Purchase Contract Agent.

         Except to the extent otherwise expressly provided in this Agreement,
the Purchase Contract Agent assumes no obligations and shall not be subject to
any liability under this Agreement, the Pledge Agreement or any Purchase
Contract in respect of the obligations of the Holder of any Units thereunder.
The Company agrees, and each Holder of a Certificate, by his acceptance thereof,
shall be deemed to have agreed, that the Purchase Contract Agent's execution of
the Certificates on behalf of the Holders shall be solely as agent and
attorney-in-fact for the Holders, and that the Purchase Contract Agent shall
have no obligation to perform such Purchase Contracts on behalf of the Holders,
except to the extent expressly provided in Article Five hereof. Anything
contained in this Agreement to the contrary notwithstanding, in no event shall
the Purchase Contract Agent or its officers, employees or agents be liable for
indirect, special, punitive, or consequential loss or damage of any kind
whatsoever, including, but not limited to, lost profits, whether or not the
likelihood of such loss or damage was known to the Purchase Contract Agent and
regardless of the form of action.

Section 7.14 Tax Compliance.

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

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

         (c) The Purchase Contract Agent shall maintain all appropriate records
documenting compliance with such requirements, and shall make such records
available, on written request, to the Company or its authorized representative
within a reasonable period of time after receipt of such request.

                                  ARTICLE VIII

                             Supplemental Agreements

Section 8.1 Supplemental Agreements Without Consent of Holders.

         Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Purchase Contract Agent, at any time and from time to
time, may enter into one or more agreements supplemental hereto, in form
satisfactory to the Company and the Purchase Contract Agent, to:


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<PAGE>

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

                  (2) evidence and provide for the acceptance of appointment
         hereunder by a successor Purchase Contract Agent;

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

                  (4) make provision with respect to the rights of Holders
         pursuant to the requirements of Section 5.5(b); or

                  (5) except as provided for in Section 5.5, cure any ambiguity,
         correct or supplement any provisions herein which may be inconsistent
         with any other provisions herein, or make any other provisions with
         respect to such matters or questions arising under this Agreement,
         provided such action shall not adversely affect the interests of the
         Holders.

Section 8.2 Supplemental Agreements With Consent of Holders.

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

                  (1) change any Payment Date;

                  (2) change the amount or the type of Collateral required to be
         Pledged to secure a Holder's obligations under the Purchase Contract,
         impair the right of the Holder of any Purchase Contract to receive
         distributions on the related Collateral or otherwise adversely affect
         the Holder's rights in or to such Collateral;



                                       74
<PAGE>

                  (3) reduce Purchase Contract Adjustment Payments or change any
         place where, or the coin or currency in which, Purchase Contract
         Adjustment Payments are payable;

                  (4) impair the right to institute suit for the enforcement of
         any Purchase Contract;

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

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

provided that, if any amendment or proposal referred to above would adversely
affect only the Corporate Units or the Treasury Units after securities of such
class are created and remain Outstanding, then only the affected class of Holder
as of the record date, if any, for the Holders entitled to vote thereon or
consent thereto will be entitled to vote or consent on such amendment or
proposal, and such amendment or proposal shall not be effective except with the
vote or consent of Holders of not less than a majority of such class; and
provided, further, that the unanimous consent of the Holders of each outstanding
Purchase Contract of the related Corporate Units or Treasury Units, as the case
may be, shall be required to approve any amendment or proposal specified in
clauses (1) through (6) above.

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

Section 8.3 Execution of Supplemental Agreements.

         In executing, or accepting the additional agencies created by, any
supplemental agreement permitted by this Article or the modifications thereby of
the agencies created by this Agreement, the Purchase Contract Agent shall be
entitled to receive, and (subject to Section 7.1) shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such
supplemental agreement is authorized or permitted by this Agreement. The
Purchase Contract Agent may, but shall not be obligated to, enter into any such
supplemental agreement which affects the Purchase Contract Agent's own rights,
duties or immunities under this Agreement or otherwise.

Section 8.4 Effect of Supplemental Agreements.

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



                                       75
<PAGE>

Section 8.5 Reference to Supplemental Agreements.

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

                                   ARTICLE IX

                    Merger, Consolidation Sale or Conveyance

Section 9.1 When Company May Merge, Etc.

         The Company shall not consolidate with or merge into, or sell, lease
(for a term extending beyond the last stated maturity of the Units and the Debt
Securities then Outstanding) or convey all or substantially all of its assets
to, any Person or group of Affiliated Persons in one transaction or a series of
related transactions, unless the Company shall be the continuing corporation, or
the successor or transferee Person expressly assumes by one or more supplemental
agreements, in form satisfactory to the Purchase Contract Agent, all the
obligations of the Company with respect to the Units and this Agreement, and the
Company or the successor or transferee Person, as the case may be, (i) [shall be
a Corporation organized and existing under the laws of one of the states in the
United States and (ii)] shall not, immediately after such consolidation or
merger or sale, lease or conveyance, be in default in the performance or any
covenant or condition hereunder or under any of the Units. The Company shall
deliver to the Purchase Contract Agent an Officers' Certificate (as defined in
the Original Indenture) and an Opinion of Counsel (as defined in the Original
Indenture), each stating that such consolidation, merger sale, lease or
conveyance and such supplemental agreement comply with this Agreement and that
all conditions precedent to the consummation of any such consolidation, or
merger, or any sale, lease or conveyance have been met.

Section 9.2 Successor Corporation Substituted.

         Upon any consolidation or merger, or any sale, lease or conveyance of
all or substantially all of the assets of the Company in accordance with Section
9.1, the successor corporation or the transferee corporation formed by such
consolidation or into which the Company is merged or to which such transfer is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Agreement with the same effect as if such
successor corporation had been named as the Company herein.



                                       76
<PAGE>

         Such successor or transferee Person thereupon may cause to be signed,
and may issue either in its own name or in the name of Endurance Specialty
Holdings Ltd., any or all of the Certificates evidencing Units issuable
hereunder which theretofore shall not have been signed by the Company and
delivered to the Purchase Contract Agent; and, upon the order of such successor
or such transferee Person, instead of the Company, and subject to all the terms,
conditions and limitations in this Agreement prescribed, the Purchase Contract
Agent shall authenticate and execute on behalf of the Holders and deliver any
Certificates which previously shall have been signed and delivered by the
officers of the Company to the Purchase Contract Agent for authentication and
execution, and any Certificate evidencing Units which such successor corporation
or transferee corporation thereafter shall cause to be signed and delivered to
the Purchase Contract Agent for that purpose. All the Certificates issued shall
in all respects have the same legal rank and benefit under this Agreement as the
Certificates theretofore or thereafter issued in accordance with the terms of
this Agreement as though all of such Certificates had been issued at the date of
the execution hereof.

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

Section 9.3 Limitation.

         Nothing in this Agreement shall be deemed to prevent or restrict; (a)
any consolidation or merger after the consummation of which the Company would be
the surviving or resulting entity or any conveyance or other transfer or lease
of any part of the properties of the Company which does not constitute the
entirety, or substantially the entirety, thereof; or (b) the approval by the
Company of, or the consent by the Company to, any consolidation or merger to
which any Restricted Subsidiary (as defined in the Original Indenture) or any
other subsidiary or affiliate of the Company may be a party or any conveyance,
transfer or lease by any Subsidiary (as defined in the Original Indenture) or
any such other subsidiary or affiliate of any of its assets.

                                   ARTICLE X

                                    Covenants

Section 10.1 Performance Under Purchase Contracts.

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



                                       77
<PAGE>

Section 10.2 Maintenance of Office or Agency.

         The Company will maintain in the Borough of Manhattan, The City of New
York an office or agency where Certificates may be:

                  (1) presented or surrendered for acquisition of Ordinary
         Shares upon settlement of the Purchase Contracts on the Purchase
         Contract Settlement Date or Early Settlement and for transfer of
         Collateral upon occurrence of a Termination Event;

                  (2) surrendered for registration of transfer or exchange, for
         a Collateral Substitution or re-establishment of a Corporate Unit; and

                  (3) where notices and demands to or upon the Company in
         respect of the Units and this Agreement may be served.

The Company will give prompt written notice to the Purchase Contract Agent of
the location, and any change in the location, of such office or agency. If at
any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Purchase Contract Agent with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office, and the Company hereby appoints the Purchase Contract
Agent as its agent to receive all such presentations, surrenders, notices and
demands.

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

Section 10.3 Company to Reserve Ordinary Shares.

         The Company shall at all times prior to the Purchase Contract
Settlement Date reserve and keep available, free from preemptive rights, out of
its authorized but unissued Ordinary Shares the maximum number of Ordinary
Shares issuable against tender of payment in respect of all Purchase Contracts
constituting a part of the Units evidenced by Outstanding Certificates.



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<PAGE>

Section 10.4 Covenants as to Ordinary Shares.

         The Company covenants that all Ordinary Shares which will be issued
against tender of payment in respect of Purchase Contracts constituting a part
of the Outstanding Units will, upon issuance as contemplated herein, be duly
authorized, validly issued, fully paid and nonassessable.

Section 10.5 Statements of Officers of the Company as to Default.

         The Company will deliver to the Purchase Contract Agent, within 120
days after the end of each fiscal year of the Company (which as of the date
hereof is December 31) ending after the date hereof, an Officers' Certificate
(one of the signers of which shall be the principal executive officer, principal
financial officer, treasurer or principal accounting officer of the Company),
stating whether or not to the best knowledge of the signers thereof the Company
is in default in the performance and observance of any of the terms, provisions
and conditions hereof, and if the Company shall be in default, specifying all
such defaults and the nature and status thereof of which they may have
knowledge.

                                   ARTICLE XI



Section 11.1 Trust Indenture Act.

         (a) This Agreement is subject to the provisions of the TIA that are
required or deemed to be part of this Agreement and shall, to the extent
applicable, be governed by such provisions; and

         (b) If and to the extent that any provision of this Agreement limits,
qualifies or conflicts with the duties imposed by Section 310 to 317, inclusive,
of the TIA, such imposed duties shall control.

Section 11.2 List of Holders of Securities.

         (a) The Company shall furnish or cause to be furnished to the Purchase
Contract Agent (a) semiannually, not later than June 1 and December 1 in each
year, commencing December 1, [ ], a list, in such form as the Purchase Contract
Agent may reasonably require, of the names and addresses of the Holders ("List
of Holders") as of a date not more than 15 days prior to the delivery thereof,
and (b) at such other times as the Purchase Contract Agent may request in
writing, within 30 days after the receipt by the Company of any such request, a
List of Holders as of a date not more than 15 days prior to the time such list
is furnished; provided that, the Company shall not be obligated to provide such
List of Holders at any time the List of Holders does not differ from the most
recent List of Holders given to the Purchase Contract Agent by the Company. The
Purchase Contract Agent may destroy any List of Holders previously given to it
on receipt of a new List of Holders



                                       79
<PAGE>

         (b) The Purchase Contract Agent shall comply with its obligations under
Section 311(a) of the TIA, subject to the provisions of Section 311(b) and
Section 312(b) of the TIA.

Section 11.3 Reports by the Purchase Contract Agent.

         Not later than November 15 of each year, commencing November 15, [ ],
the Purchase Contract Agent shall provide to the Holders such reports, if any,
as are required by Section 313(a) of the TIA in the form and in the manner
provided by Section 313(a) of the TIA. Such reports shall be as of the preceding
September 15. The Purchase Contract Agent shall also comply with the
requirements of Sections 313(b), (c) and (d) of the TIA.

Section 11.4 Periodic Reports to Purchase Contract Agent.

         The Company shall provide to the Purchase Contract Agent such
documents, reports and information as required by Section 314 (if any) and the
compliance certificate required by Section 314(a)(4) of the TIA in the form, in
the manner and at the times required by Section 314 of the TIA, provided, that
such compliance certificate shall be delivered annually on or before ________ in
each year, commencing _____________.

Section 11.5 Evidence of Compliance with Conditions Precedent.

         The Company shall provide to the Purchase Contract Agent such evidence
of compliance with any conditions precedent provided for in this Agreement as
and to the extent required by Section 314(c) of the TIA. Any certificate or
opinion required to be given by an officer pursuant to Section 314(c)(1) of the
TIA may be given in the form of an Officer's Certificate. Any opinion required
to be given pursuant to Section 314(c)(2) of the TIA may be given in the form of
an Opinion of Counsel.

Section 11.6 Defaults; Waiver.

         The Holders of a majority of the Outstanding Purchase Contracts voting
together as one class may, by vote, on behalf of all of the Holders, waive any
past Default and its consequences, except a default

         (a) in the payment on any Security, or

         (b) in respect of a provision hereof which under Section 8.2 cannot be
modified or amended without the consent of the Holder of each Outstanding
Security affected. Upon such waiver, any such Default shall cease to exist, and
any Default arising therefrom shall be deemed to have been cured, for every
purpose of this Agreement, but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.



                                       80
<PAGE>

Section 11.7 Purchase Contract Agent's Knowledge of Defaults.

         The Purchase Contract Agent shall not be deemed to have knowledge of
any Default unless a Responsible Officer charged with the administration of this
Agreement shall have obtained written notice of such Default from the Company or
any Holder.

Section 11.8 Conflicting Interests.

         The Indenture dated as of __________, [ ] among _________ as issuer,
the Company as guarantor and _______________, as trustee, as supplemented and
amended, shall be deemed to be specifically described in this Agreement for the
purposes of clause (i) of the first proviso contained in Section 310(b) of the
TIA.

Section 11.9 Direction of Purchase Contract Agent.

         Section 316(a)(1)(A) of the TIA is hereby expressly excluded from this
Agreement, as permitted by the TIA.



                                       81
<PAGE>



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

                                               ENDURANCE SPECIALTY HOLDINGS LTD.


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

                                               [                            ]
                                               as Purchase Contract Agent
                                               By:
                                                    ----------------------------
                                               Name:
                                               Title:




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<PAGE>

                                                                       EXHIBIT A

                   FORM OF FACE OF CORPORATE UNIT CERTIFICATE

         [This certificate is a global certificate within the meaning of the
Purchase Contract Agreement hereinafter referred to and is registered in the
name of The Depository Trust Company, a New York corporation (the "Depositary"),
or a nominee of the Depositary. This certificate is exchangeable for
certificates registered in the name of a person other than the Depositary or its
nominee only in the limited circumstances described in the Purchase Contract
Agreement and no transfer of this certificate (other than a transfer of this
certificate as a whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the
Depositary) may be registered except in limited circumstances.

         Unless this certificate is presented by an authorized representative of
the Depositary to Endurance Specialty Holdings Ltd. or its agent for
registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as is requested by an
authorized representative of the Depositary (and any payment hereon is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of the Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.](1)


NO.: ________     CUSIP NO. __________
NUMBER OF CORPORATE UNITS: _________

                        ENDURANCE SPECIALTY HOLDINGS LTD.

                                 CORPORATE UNIT

         This Corporate Unit Certificate certifies that [Cede & Co.](2), or
registered assigns, is the registered Holder of the number of Corporate Units
set forth above [or such other number as set forth in the Schedule of Increases
and Decreases in Global Certificate attached hereto](3). Each Corporate Unit
consists of (i) the rights and obligations of the Holder under one Purchase
Contract with Endurance Specialty Holdings Ltd., an exempted company
incorporated in Bermuda as a holding company (the "Company"), and (ii) either
(a) the beneficial ownership by the Holder of one ____% Debt Security due ____
(the "Debt Security") of the Company, having a principal amount of $50, subject
to the Pledge of such Debt Security by such Holder pursuant to the Pledge
Agreement or (b) if the Corporate Unit has been remarketed by the Remarketing
Agent pursuant to the Remarketing Agreement, the Treasury Portfolio Interest,
subject to the Pledge of such Treasury Portfolio Interest by such Holder
pursuant to the Pledge Agreement.

----------------
(1)    Insert in Global Certificates only.

(2)    Insert in Global Certificates only.

(3)    Insert in Global Certificates only.


<PAGE>

         Pursuant to the Pledge Agreement, the Debt Security or the Treasury
Portfolio Interest, as the case may be, constituting part of each Corporate Unit
evidenced hereby has been pledged to the Collateral Agent, for the benefit of
the Company, to secure the obligations of the Holder under the Purchase Contract
comprising a portion of such Corporate Units.

         Each Purchase Contract evidenced hereby obligates the Holder of this
Corporate Unit Certificate to purchase, and the Company to sell, on the Purchase
Contract Settlement Date, at a price equal to $50 in cash (the "Stated Amount"),
a number of Ordinary Shares equal to the Settlement Rate then in effect, unless
on or prior to the Purchase Contract Settlement Date there shall have occurred a
Termination Event, an Early Settlement or a Merger Early Settlement with respect
to the Corporate Units of which such Purchase Contract is a part, all as
provided in the Purchase Contract Agreement and more fully described on the
reverse hereof. The purchase price (the "Purchase Price") for the Ordinary
Shares purchased pursuant to each Purchase Contract evidenced hereby, if not
paid earlier, shall be paid on the Purchase Contract Settlement Date by
application of payment received in respect of the principal amount with respect
to each Pledged Debt Security, pursuant to the Remarketing, or with respect to
the Pledged Treasury Portfolio Interest, as the case may be, in each case,
pledged pursuant to the Pledge Agreement to secure the obligations under such
Purchase Contract of the Holder of the Corporate Units of which such Purchase
Contract is a part.

         The Company shall pay on __________, __________, __________ and
__________ of each year (each, a "Payment Date"), commencing [DATE], in respect
of each Purchase Contract forming part of a Corporate Unit evidenced hereby, an
amount (the "Purchase Contract Adjustment Payments") equal to (a) if a Reset
Transaction has not occurred, ____% per annum of the Stated Amount or (b)
following the occurrence of a Reset Transaction, if at all, the Adjusted
Purchase Contract Adjustment Payment Rate related to such Reset Transaction
until any such succeeding Reset Transaction shall occur, in either case,
computed on the basis of (i) for any full quarterly period, a 360-day year of
twelve 30-day months, (ii) for any period shorter than a full quarterly period,
a 30-day month and (iii) for periods less than a month, the actual number of
days elapsed per 30-day period. Such Purchase Contract Adjustment Payments shall
be payable to the Person in whose name this Corporate Unit Certificate (or a
Predecessor Corporate Unit Certificate) is registered at the close of business
on the Record Date for such Payment Date.

         Interest on the Debt Securities, the beneficial ownership of which is
evidenced hereby until the later of the Remarketing Settlement Date and the
Purchase Contract Settlement Date, as applicable, is payable quarterly in
arrears on each Payment Date. Such interest payments shall be payable to the
Person in whose name this Corporate Unit Certificate (or a Predecessor Corporate
Unit Certificate) is registered at the close of business on the Record Date for
such Payment Date.



                                      A-2
<PAGE>

         Purchase Contract Adjustment Payments and interest payments on the Debt
Securities will be payable at the office of the Purchase Contract Agent in The
City of New York or, at the option of the Company, by wire transfer or by check
mailed to the address of the Person entitled thereto as such address appears on
the Corporate Units Register.

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

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

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


                                       ENDURANCE SPECIALTY HOLDINGS LTD.


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

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


                                       By: ___________________,
                                       not individually but solely as
                                       Attorney-in-Fact of such Holder
                                       By:____________________________
                                       Name:
                                       Title:




                                      A-3
<PAGE>

                        CERTIFICATE OF AUTHENTICATION OF
                             PURCHASE CONTRACT AGENT

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

Dated:                                       By: [                   ]
                                             as Purchase Contract Agent


                                             By:
                                                ---------------------------
                                             Authorized Signatory




















                                      A-4
<PAGE>

                 (FORM OF REVERSE OF CORPORATE UNIT CERTIFICATE)

1. Purchase Contract Agreement; Purchase Contracts.

         Each Purchase Contract evidenced hereby is being issued under and
governed by a Purchase Contract Agreement, dated as of [DATE] (as may be
amended, modified or supplemented from time to time pursuant to the terms
thereof, the "Purchase Contract Agreement"), between the Company and [ ], as
Purchase Contract Agent (including its successors thereunder, the "Purchase
Contract Agent"), to which Purchase Contract Agreement and amended, modified or
supplemental agreements thereto reference is hereby made for a description of
the respective rights, limitations of rights, obligations, duties and immunities
thereunder of the Purchase Contract Agent, the Company, and the Holders and of
the terms upon which the Corporate Unit Certificates are, and are to be,
executed and delivered. The terms of this Corporate Unit Certificate include
those stated herein and in the Purchase Contract Agreement. To the extent
permitted by applicable law, in the event of an inconsistency between this
Corporate Unit Certificate and the Purchase Contract Agreement, the terms of the
Purchase Contract Agreement shall control. Capitalized terms used but not
defined herein have the meanings ascribed thereto in the Purchase Contract
Agreement.

         Each Purchase Contract evidenced hereby obligates the Holder of this
Corporate Unit Certificate to purchase, and the Company to sell, on the Purchase
Contract Settlement Date at a price equal to the Stated Amount (the "Purchase
Price"), a number of Ordinary Shares equal to the Settlement Rate then in effect
unless on or prior to the Purchase Contract Settlement Date, there shall have
occurred a Termination Event, an Early Settlement or a Merger Early Settlement
with respect to the Units of which such Purchase Contract is a part. The
"Settlement Rate" is equal to:

                  (1)      if the Applicable Closing Price (as defined below)
                           per share is equal to or greater than $____ (the
                           "Threshold Appreciation Price"), _____ Ordinary
                           Shares per Purchase Contract;

                  (2)      if the Applicable Closing Price per share is less
                           than the Threshold Appreciation Price but greater
                           than $____ (the "Reference Price"), the number of
                           Ordinary Shares determined by dividing the Stated
                           Amount by the Applicable Closing Price; and

                  (3)      if the Applicable Closing Price per share is less
                           than or equal to the Reference Price, _____ Ordinary
                           Shares per Purchase Contract,

in each case subject to adjustment as provided in the Purchase Contract
Agreement.

         No fractional Ordinary Shares will be issued upon settlement of
Purchase Contracts, as provided in the Purchase Contract Agreement.



                                      A-5
<PAGE>

         In accordance with the terms of the Purchase Contract Agreement, the
Holder of this Corporate Unit Certificate shall pay the Purchase Price for the
Ordinary Shares purchased pursuant to each Purchase Contract evidenced hereby by
(i) effecting a Cash Settlement, an Early Settlement or Merger Early Settlement
or (ii) application of payments received in respect of the Pledged Treasury
Portfolio Interest acquired from the proceeds of a Remarketing of the related
Pledged Debt Securities relating to the Corporate Units represented by this
Corporate Unit Certificate. As provided in the Purchase Contract Agreement, upon
the occurrence of a Failed Remarketing, the Collateral Agent shall exercise, for
the benefit of the Company, its rights as a secured creditor with respect to the
Pledged Debt Securities related to this Corporate Unit Certificate and, subject
to applicable law, may (i) retain such Pledged Debt Securities in full
satisfaction of the Holders' obligations under the Purchase Contracts or (ii)
sell such Pledged Debt Securities in one or more public or private sales, the
proceeds, if any, of such sale to constitute full satisfaction of the Holders'
obligations under the Purchase Contracts. With respect to such Pledged Debt
Securities which are the subject of a Failed Remarketing, any accrued and unpaid
interest payments on such Pledged Debt Securities will become payable by the
Company to the Holder of this Corporate Unit Certificate in the manner provided
for in the Purchase Contract Agreement.

         The Company shall not be obligated to issue any Ordinary Shares in
respect of a Purchase Contract or deliver any certificates therefor to the
Holder unless it shall have received payment of the aggregate purchase price for
the Ordinary Shares to be purchased thereunder in the manner set forth in the
Purchase Contract Agreement which payment, in the case of a Failed Remarketing
shall occur by the resale of Pledged Debt Securities or foreclosure on and
retention of such Pledged Debt Securities pursuant to the Purchase Contract
Agreement and the Pledge Agreement.

         2. Termination Event; Early Settlement; Merger Early Settlement.

         The Purchase Contracts and all obligations and rights of the Company
and the Holders thereunder, including, without limitation, the rights of the
Holders to receive, and the obligation of the Company to pay, Purchase Contract
Adjustment Payments, shall immediately and automatically terminate, without the
necessity of any notice or action by any Holder, the Purchase Contract Agent or
the Company, if, on or prior to the Purchase Contract Settlement Date, a
Termination Event shall have occurred. Upon the occurrence of a Termination
Event, the Company shall promptly but in no event later than two Business Days
thereafter give written notice to the Purchase Contract Agent, the Collateral
Agent and the Holders, at their addresses as they appear in the Corporate Units
Register. Upon the occurrence of a Termination Event, the Collateral Agent shall
release the Debt Securities or Pledged Treasury Portfolio Interest, as the case
may be, from the Pledge in accordance with the provisions of the Pledge
Agreement. A Corporate Unit shall thereafter represent the right to receive the
Debt Security forming a part of such Corporate Unit in accordance with the terms
of the Purchase Contract Agreement and the Pledge Agreement.



                                      A-6
<PAGE>

         Subject to and upon compliance with the provisions of the Purchase
Contract Agreement, at the option of the Holder thereof, Purchase Contracts
relating to Units may be settled early ("Early Settlement") as provided in the
Purchase Contract Agreement. In order to exercise the right to effect Early
Settlement with respect to any Purchase Contracts evidenced by this Corporate
Unit Certificate, the Holder of this Corporate Unit Certificate shall deliver
this Corporate Unit Certificate to the Purchase Contract Agent at the Corporate
Trust Office duly endorsed for transfer to the Company or in blank with the form
of Election to Settle Early set forth below duly completed and accompanied by
payment in the form of immediately available funds payable to the order of the
Company in an amount (the "Early Settlement Amount") equal to:

                  (1)      the product of (A) the Stated Amount times (B) the
                           number of Purchase Contracts with respect to which
                           the Holder has elected to effect Early Settlement,
                           plus

                  (2)      if such delivery is made with respect to any Purchase
                           Contracts during the period from the close of
                           business on any Record Date for any Payment Date to
                           the opening of business on such Payment Date, an
                           amount equal to the Purchase Contract Adjustment
                           Payments payable on such Payment Date with respect to
                           such Purchase Contracts.

         Upon Early Settlement of Purchase Contracts by a Holder of the related
Units, the Pledged Debt Securities relating to such Units shall be released from
the Pledge as provided in the Pledge Agreement and the Holder shall be entitled
to receive a number of Ordinary Shares on account of each Purchase Contract
forming part of a Corporate Unit as to which Early Settlement is effected equal
to the Early Settlement Rate. The Early Settlement Rate shall initially be equal
to _____ Ordinary Shares per Purchase Contract and shall be adjusted in the same
manner and at the same time as the Settlement Rate is adjusted as provided in
the Purchase Contract Agreement.

         3. Creation of Treasury Units; Recreation of Corporate Units.

         A holder of a Corporate Unit may substitute for the Pledged Debt
Securities securing its obligation under the related Purchase Contract Treasury
Securities in an aggregate principal amount at maturity equal to the aggregate
principal amount of the Pledged Debt Securities in accordance with the terms of
the Purchase Contract Agreement and the Pledge Agreement. From and after such
Collateral Substitution, the Units for which such Pledged Treasury Securities
secures the Holder's obligation under the Purchase Contract shall be referred to
as "Treasury Units." A Holder may make such Collateral Substitution only in
integral multiples of 20 Corporate Units for 20 Treasury Units. Such Collateral
Substitution may cause the equivalent aggregate principal amount of this
Certificate to be increased or decreased; provided, however, this Corporate Unit
Certificate shall not represent more than __________ Corporate Units, or if in
the form of a Global Certificate, such other maximum amount as shall at the time
be prescribed by the applicable Depositary. All such adjustments to the
equivalent aggregate principal amount of this Corporate Unit Certificate if a
Global Certificate shall be duly recorded by placing an appropriate notation on
the Schedule as may be attached hereto.



                                      A-7
<PAGE>

         A Holder of Treasury Units may recreate Corporate Units by delivering
to the Securities Intermediary Debt Securities with an aggregate principal
amount equal to the aggregate principal amount at maturity of the Pledged
Treasury Securities in exchange for the release of such Pledged Treasury
Securities in accordance with the terms of the Purchase Contract Agreement and
the Pledge Agreement. Holders may recreate Corporate Units only in integral
multiples of 20 Corporate Units.

         4. Registered Form; Denomination; Registration, Transfer and Exchange.

         The Corporate Unit Certificates are issuable only in registered form
and only in denominations of a single Corporate Unit and any integral multiple
thereof. The transfer of any Corporate Unit Certificate will be registered and
Corporate Unit Certificates may be exchanged as provided in the Purchase
Contract Agreement. The Corporate Units Registrar may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents
permitted by the Purchase Contract Agreement. No service charge shall be
required for any such registration of transfer or exchange, but the Company and
the Purchase Contract Agent may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith. A Holder who
elects to substitute a Treasury Security for Debt Securities, thereby creating
Treasury Units, shall be responsible for any fees or expenses payable in
connection therewith. Except as provided in the Purchase Contract Agreement, for
so long as the Purchase Contract relating to any Corporate Units remains in
effect, such Corporate Units shall not be separable into their constituent
parts, and the rights and obligations of the Holder of such Corporate Unit in
respect of the Debt Security or Treasury Portfolio Interest, as the case may be,
and Purchase Contract constituting such Corporate Units may be transferred and
exchanged only as Corporate Units.

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

         The Company, the Purchase Contract Agent and its Affiliates and any
agent of the Company or the Purchase Contract Agent may treat the Person in
whose name this Corporate Unit Certificate is registered as the owner of the
Corporate Units evidenced hereby for the purpose of receiving payments of
interest payable quarterly on the Debt Securities or Treasury Portfolio Return,
as the case may be, receiving Purchase Contract Adjustment Payments, performance
of the Purchase Contracts and for all other purposes whatsoever, whether or not
any payments in respect thereof be overdue and notwithstanding any notice to the
contrary, and neither the Company, the Purchase Contract Agent nor any such
agent shall be affected by notice to the contrary.



                                      A-8
<PAGE>

         5. Place and Method of Payment.

         The Company shall pay, on each Payment Date, the Purchase Contract
Adjustment Payments payable in respect of each Purchase Contract to the Person
in whose name the Corporate Unit Certificate evidencing such Purchase Contract
is registered at the close of business on the Record Date for such Payment Date.
Purchase Contract Adjustment Payments will be payable at the office of the
Purchase Contract Agent in The City of New York or, at the option of the Company
by wire transfer or by check mailed to the address of the Person entitled
thereto at such address as it appears on the Corporate Units Register.

         6. Authorization of Purchase Contract Agent.

         The Holder of this Corporate Unit Certificate, by its acceptance
hereof, authorizes the Purchase Contract Agent to enter into and perform the
related Purchase Contracts forming part of the Corporate Units evidenced hereby
on its behalf as its attorney-in-fact, expressly withholds any consent to the
assumption (i.e., affirmance) of the Purchase Contracts by the Company or its
trustee in the event that the Company becomes the subject of a case under the
Bankruptcy Code, agrees to be bound by the terms and provisions thereof,
covenants and agrees to perform its obligations under such Purchase Contracts,
consents to the provisions of the Purchase Contract Agreement, authorizes the
Purchase Contract Agent to enter into and perform the Purchase Contract
Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and
consents to the Pledge of the Debt Securities or Treasury Portfolio Interest, as
the case may be, relating to this Corporate Unit Certificate pursuant to the
Pledge Agreement. The Holder further covenants and agrees that, to the extent
and in the manner provided in the Purchase Contract Agreement and the Pledge
Agreement, but subject to the terms thereof, payments in respect of the
aggregate principal amount of the Pledged Debt Securities or Pledged Treasury
Portfolio Interest, as the case may be, shall be paid on the Purchase Contract
Settlement Date by the Collateral Agent to the Company in satisfaction of such
Holder's obligations under such Purchase Contract and such Holder shall acquire
no right, title or interest in such payments.

         7. Amendment.

         The provisions of the Purchase Contract Agreement and this Corporate
Unit Certificate may be amended only as provided in the Purchase Contract
Agreement.

         8. Voting Rights.

         The Purchase Contracts shall not, prior to the settlement thereof,
entitle the Holder to any of the rights of a holder of Ordinary Shares. Upon
settlement of the Purchase Contracts, the Holder will be entitled to all of the
rights of a holder of Ordinary Shares, including, without limitation, the right
to vote and receive dividends and other payments and to consent and receive
notice as a shareholder in respect of the meetings of shareholders and for the
election of directors of the Company and for all other matters, and all other
rights whatsoever as a shareholder of the Company. Under the terms of the Pledge
Agreement, the Purchase Contract Agent will be entitled to exercise the voting
and any other consensual rights pertaining to the Pledged Debt Securities upon
behalf of and upon receipt of instructions from the beneficial owners of such
Pledged Debt Securities. Upon receipt of notice of any meeting at which holders
of Debt Securities are entitled to vote or upon the solicitation of consents,
waivers or proxies of holders of Debt Securities, the Purchase Contract Agent
shall, as soon as practicable thereafter, mail to the Corporate Unit Holders a
notice:



                                      A-9
<PAGE>

                  (1)      containing such information as is contained in the
                           notice or solicitation;

                  (2)      stating that each Corporate Unit Holder on the record
                           date set by the Purchase Contract Agent therefor
                           (which, to the extent possible, shall be the same
                           date as the record date for determining the holders
                           of Debt Securities entitled to vote) shall be
                           entitled to instruct the Purchase Contract Agent as
                           to the exercise of the voting rights pertaining to
                           the Debt Securities constituting a part of such
                           Holder's Corporate Units; and

                  (3)      stating the manner in which such instructions may be
                           given.

Upon the written request of the Corporate Unit Holders on such record date, the
Purchase Contract Agent shall endeavor insofar as practicable to vote or cause
to be voted, in accordance with the instructions set forth in such requests, the
maximum aggregate principal amount of Debt Securities as to which any particular
voting instructions are received. In the absence of specific instructions from
the Holder of a Corporate Unit, the Purchase Contract Agent shall abstain from
voting the Debt Securities evidenced by such Corporate Units.

         9. Severability.

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

         10. Governing Law.

         THIS CORPORATE UNIT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.



                                      A-10
<PAGE>

         11. Jurisdiction; Venue.

         The Company hereby submits to the nonexclusive jurisdiction of the
United States District Court for the Southern District of New York for the
purposes of all legal proceedings arising out of or relating to the Indenture
and the Debt Securities or the transactions contemplated hereby. The Company
hereto irrevocably waives, to the fullest extent permitted by applicable law,
any objection which it may now or hereafter have to the laying of the venue of
any such proceeding brought in such a court and any claim that any such
proceeding brought in such a court has been brought in an inconvenient forum.

         12. Co-Units of Purchase Contract Agreement.

         A copy of the Purchase Contract Agreement is available for inspection
at the offices of the Purchase Contract Agent at its address set forth in
Section 1.5 of the Purchase Contract Agreement.




                                      A-11
<PAGE>

                                  ABBREVIATIONS

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


TEN COM -             As tenants in common

TEN ENT -             As tenants by the entireties

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

UNIF GIFT MIN ACT -   [custodian] Custodian for [minor] Under The Uniform Gifts
                      to Minors Act of [Date]

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

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

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


--------------------------------------------------------------------------------
                            (insert name of assignee)

--------------------------------------------------------------------------------
                    (insert social security or taxpayer I.D.
                    or other identifying number of assignee)

--------------------------------------------------------------------------------
                 (insert address including zip code of assignee)

the within Corporate Unit Certificates and all rights thereunder, hereby
irrevocably constituting and appointing ______________________________________
attorney to transfer said Corporate Unit Certificates on the books of Endurance
Specialty Holdings Ltd. with full power of substitution in the premises.

Dated: ___________________                  ____________________________
                                            Signature

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



                                      A-12
<PAGE>

                             SETTLEMENT INSTRUCTIONS

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

Dated: ___________________               _______________________
                                         Signature

                                         Signature Guarantee: __________________
                                        (if assigned to another person)


                                REGISTERED HOLDER

               Please print name and address of Registered Holder:


--------------------------------------------------------------------------------
                                  (insert name)

--------------------------------------------------------------------------------
                                (insert address)

--------------------------------------------------------------------------------
    (insert social security or other taxpayer identification number, if any)

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

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


--------------------------------------------------------------------------------
                                  (insert name)

--------------------------------------------------------------------------------
                                (insert address)

--------------------------------------------------------------------------------
    (insert social security or other taxpayer identification number, if any)



                                      A-13
<PAGE>

                            ELECTION TO SETTLE EARLY

         The undersigned Holder of this Corporate Unit Certificate hereby
irrevocably exercises the option to effect [Early Settlement] [Merger Early
Settlement] in accordance with the terms of the Purchase Contract Agreement with
respect to the Purchase Contracts relating to the number of Corporate Units
evidenced by this Corporate Unit Certificate specified below. The undersigned
Holder directs that a certificate for Ordinary Shares deliverable upon such
[Early Settlement] [Merger Early Settlement] be registered in the name of, and
delivered, together with a check in payment for any fractional share and any
Corporate Unit Certificate representing any Corporate Units evidenced hereby as
to which [Early Settlement] [Merger Early Settlement] of the related Purchase
Contracts is not effected, to the undersigned at the address indicated below
unless a different name and address have been indicated below. Pledged Debt
Securities deliverable upon such [Early Settlement] [Merger Early Settlement]
will be transferred in accordance with the transfer instructions set forth
below. If shares are to be registered in the name of a Person other than the
undersigned, the undersigned agrees to pay any transfer tax payable incident
thereto.

                                       _____________________________
                                       Signature
                                       Dated: _____________________
                                       Signature Guarantee: __________________









                                      A-14
<PAGE>

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

                                REGISTERED HOLDER

                         Please print name and address of Registered Holder:

--------------------------------------------------------------------------------
                                  (insert name)

--------------------------------------------------------------------------------
                                (insert address)

--------------------------------------------------------------------------------
    (insert social security or other taxpayer identification number, if any)

If Ordinary Shares or Corporate Unit Certificates are to be registered in the
name of and delivered to, and Pledged Debt Securities are to be transferred to,
a Person other than the Holder, please print such Person's name and address:

--------------------------------------------------------------------------------
                                  (insert name)

--------------------------------------------------------------------------------
                                (insert address)

--------------------------------------------------------------------------------
    (insert social security or other taxpayer identification number, if any)

Transfer Instructions for Pledged Debt Securities Transferable Upon [Early
Settlement] [Merger Early Settlement]:



                                      A-15
<PAGE>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

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

<TABLE>

<S>      <C>                   <C>                <C>                      <C>
                                                   Number of Corporate
         Amount of decrease   Amount of increase    Units evidenced by      Signature of
            in Number of         in Number of          this Global           authorized
          Corporate Units       Corporate Units        Certificate          signatory of
          evidenced by the     evidenced by the       following such      Purchase Contract
Date     Global Certificate   Global Certificate   decrease or increase       Agreement
</TABLE>






                                      A-16
<PAGE>

                                                                       EXHIBIT B

                   FORM OF FACE OF TREASURY UNITS CERTIFICATE

         [This certificate is a global certificate within the meaning of the
Purchase Contract Agreement hereinafter referred to and is registered in the
name of The Depository Trust Company, a New York corporation (the "Depositary"),
or a nominee of the Depositary. This certificate is exchangeable for
certificates registered in the name of a person other than the Depositary or its
nominee only in the limited circumstances described in the Purchase Contract
Agreement and no transfer of this certificate (other than a transfer of this
certificate as a whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the
Depositary) may be registered except in limited circumstances.

         Unless this certificate is presented by an authorized representative of
the Depositary to Endurance Specialty Holdings Ltd. or its agent for
registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as is requested by an
authorized representative of the Depositary (and any payment hereon is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of the Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.](1)


NO.: ________     CUSIP NO. __________
NUMBER OF CORPORATE UNITS: _________

                        ENDURANCE SPECIALTY HOLDINGS LTD.

                                  TREASURY UNIT

         This Treasury Unit Certificate certifies that [Cede & Co.](2), or
registered assigns, is the registered Holder of the number of Treasury Units set
forth above [or such other number as set forth in the Schedule of Increases and
Decreases in Global Certificate attached hereto](3). Each Treasury Unit consists
of (i) the rights and obligations of the Holder under one Purchase Contract with
Endurance Specialty Holdings Ltd., a holding company domiciled in Bermuda (the
"Company") and (ii) a 1/20 undivided beneficial ownership interest of a Treasury
Security having a principal amount at maturity equal to $1,000 and maturing on
or prior to [DATE].

----------------
(1)     Insert in Global Certificates only.

(2)     Insert in Global Certificates only.

(3)
     Insert in Global Certificates only.



<PAGE>

         Pursuant to the Pledge Agreement, the Treasury Securities constituting
part of each Treasury Unit evidenced hereby have been pledged to the Collateral
Agent, for the benefit of the Company, to secure the obligations of the Holder
under the Purchase Contract comprising a portion of such Treasury Units.

         Each Purchase Contract evidenced hereby obligates the Holder of this
Treasury Unit Certificate to purchase, and the Company, to sell, on the Purchase
Contract Settlement Date, at a price equal to $50 in cash (the "Stated Amount"),
a number of Ordinary Shares equal to the Settlement Rate then in effect, unless
on or prior to the Purchase Contract Settlement Date there shall have occurred a
Termination Event or an Early Settlement or Merger Early Settlement with respect
to the Treasury Units of which such Purchase Contract is a part, all as provided
in the Purchase Contract Agreement and more fully described on the reverse
hereof. The purchase price (the "Purchase Price") for the Ordinary Shares
purchased pursuant to each Purchase Contract evidenced hereby, if not paid
earlier, shall be paid on the Purchase Contract Settlement Date by application
of the proceeds from the Treasury Securities at maturity pledged pursuant to the
Pledge Agreement to secure the obligations under such Purchase Contract of the
Holder of the Treasury Units of which such Purchase Contract is a part.

         The Company shall pay on __________, __________, __________ and
__________ of each year (each, a "Payment Date"), commencing [DATE], in respect
of each Purchase Contract forming part of the Treasury Units evidenced hereby,
an amount (the "Purchase Contract Adjustment Payments") equal to (a) if a Reset
Transaction has not occurred, ____% per annum of the Stated Amount or (b)
following the occurrence of a Reset Transaction, if at all, the Adjusted
Purchase Contract Adjustment Payment Rate related to such Reset Transaction
until any such succeeding Reset Transaction shall occur, in either case,
computed on the basis of (i) for any full quarterly period, a 360-day year of
twelve 30-day months, (ii) for any period shorter than a full quarterly period,
a 30-day month and (iii) for periods less than a month, the actual number of
days elapsed per 30-day period). Such Purchase Contract Adjustment Payments
shall be payable to the Person in whose name this Treasury Unit Certificate (or
a Predecessor Treasury Unit Certificate) is registered at the close of business
on the Record Date for such Payment Date.

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

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

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



                                      B-2
<PAGE>

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


                                 ENDURANCE SPECIALTY HOLDINGS LTD.


                                 By: _______________________________
                                 Name:
                                 Title:

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


                                 By: ____________________,
                                 not individually but solely as Attorney-in-Fact
                                 of such Holder
                                 By:     _________________________
                                 Name:
                                 Title:

                        CERTIFICATE OF AUTHENTICATION OF
                             PURCHASE CONTRACT AGENT

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


Dated:                                      By: [                        ]
                                            as Purchase Contract Agent

                                            By:___________________________
                                            Authorized Officer




                                      B-3
<PAGE>

                 (FORM OF REVERSE OF TREASURY UNIT CERTIFICATE)

         1. Purchase Contract Agreement; Purchase Contracts.

         Each Purchase Contract evidenced hereby is being issued under and
governed by a Purchase Contract Agreement, dated as of [DATE] (as may be
amended, modified or supplemented from time to time pursuant to the terms
thereof, the "Purchase Contract Agreement") between the Company and [ ], as
Purchase Contract Agent (including its successors thereunder, the "Purchase
Contract Agent"), to which the Purchase Contract Agreement and supplemental
agreements thereto reference is hereby made for a description of the respective
rights, limitations of rights, obligations, duties and immunities thereunder of
the Purchase Contract Agent, the Company and the Holders and of the terms upon
which the Treasury Unit Certificates are, and are to be, executed and delivered.
The terms of this Treasury Unit Certificate include those stated herein and in
the Purchase Contract Agreement. To the extent permitted by applicable law, in
the event of an inconsistency between this Treasury Unit Certificate and the
Purchase Contract Agreement, the terms of the Purchase Contract Agreement shall
control. Capitalized terms used but not defined herein have the meanings
ascribed thereto in the Purchase Contract Agreement.

         Each Purchase Contract evidenced hereby obligates the Holder of this
Treasury Unit Certificate to purchase, and the Company to sell, on the Purchase
Contract Settlement Date at a price equal to the Stated Amount (the "Purchase
Price") a number of Ordinary Shares equal to the Settlement Rate then in effect
unless on or prior to the Purchase Contract Settlement Date, there shall have
occurred a Termination Event, an Early Settlement or a Merger Early Settlement
with respect to the Units of which such Purchase Contract is a part. The
"Settlement Rate" is equal to:

                  (1)      if the Applicable Closing Price (as defined below)
                           per share is equal to or greater than $____ (the
                           "Threshold Appreciation Price"), ____ Ordinary Shares
                           per Purchase Contract;

                  (2)      if the Applicable Closing Price per share is less
                           than the Threshold Appreciation Price but greater
                           than $____ (the "Reference Price"), the number of
                           Ordinary Shares determined by dividing the Stated
                           Amount by the Applicable Closing Price; and

                  (3)      if the Applicable Closing Price per share is less
                           than or equal to the Reference Price, then ____
                           Ordinary Shares per Purchase Contract;

         in each case subject to adjustment as provided in the Purchase Contract
Agreement.

         No fractional Ordinary Shares will be issued upon settlement of
Purchase Contracts, as provided in the Purchase Contract Agreement.



                                      B-4
<PAGE>

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

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

         2. Termination Event; Early Settlement; Merger Early Settlement.

         The Purchase Contracts and all obligations and rights of the Company
and the Holders thereunder, including, without limitation, the rights of the
Holders to receive, and the obligation of the Company to pay, Purchase Contract
Adjustment Payments, shall immediately and automatically terminate, without the
necessity of any notice or action by any Holder, the Purchase Contract Agent or
the Company, if, on or prior to the Purchase Contract Settlement Date, a
Termination Event shall have occurred. Upon the occurrence of a Termination
Event, the Company shall promptly but in no event later than two Business Days
thereafter give written notice to the Purchase Contract Agent, the Collateral
Agent and the Holders, at their addresses as they appear in the Treasury Units
Register. Upon the occurrence of a Termination Event, the Collateral Agent shall
release the Treasury Securities from the Pledge in accordance with the
provisions of the Pledge Agreement. A Treasury Unit shall thereafter represent
the right to receive the interest in the Treasury Security forming a part of
such Treasury Unit, in accordance with the terms of the Purchase Contract
Agreement and the Pledge Agreement.

         Subject to and upon compliance with the provisions of the Purchase
Contract Agreement, at the option of the Holder thereof, Purchase Contracts
relating to Units may be settled early ("Early Settlement") as provided in the
Purchase Contract Agreement. In order to exercise the right to effect Early
Settlement with respect to any Purchase Contracts evidenced by this Treasury
Unit the Holder of this Treasury Unit Certificate shall deliver this Treasury
Unit Certificate to the Purchase Contract Agent at the Corporate Trust Office
duly endorsed for transfer to the Company or in blank with the form of Election
to Settle Early set forth below duly completed and accompanied by payment in the
form of immediately available funds payable to the order of the Company in an
amount (the "Early Settlement Amount") equal to:

                  (1)      the product of (A) the Stated Amount times (B) the
                           number of Purchase Contracts with respect to which
                           the Holder has elected to effect Early Settlement,
                           plus

                  (2)      if such delivery is made with respect to any Purchase
                           Contracts during the period from the close of
                           business on any Record Date for any Payment Date to
                           the opening of business on such Payment Date, an
                           amount equal to the Purchase Contract Adjustment
                           Payments payable on such Payment Date with respect to
                           such Purchase Contracts.



                                      B-5
<PAGE>

Upon Early Settlement of Purchase Contracts by a Holder of the related Units,
the Pledged Treasury Securities relating to such Units shall be released from
the Pledge as provided in the Pledge Agreement and the Holder shall be entitled
to receive a number of Ordinary Shares on account of each Purchase Contract
forming part of a Treasury Unit as to which Early Settlement is effected equal
to the Early Settlement Rate. The Early Settlement Rate shall initially be equal
to ____ Ordinary Shares per Purchase Contract and shall be adjusted in the same
manner and at the same time as the Settlement Rate is adjusted as provided in
the Purchase Contract Agreement.

         3. Recreation of Corporate Units.

         A Holder of Treasury Units may recreate Corporate Units by delivering
to the Collateral Agent Debt Securities with a principal amount equal to the
aggregate principal amount of maturity of the Pledged Treasury Securities in
exchange for the release of such Pledged Treasury Securities in accordance with
the terms of the Purchase Contract Agreement and the Pledge Agreement. From and
after such Collateral Substitution, the Holder's Units shall be referred to as a
"Corporate Units." Such Collateral Substitution may cause the equivalent
aggregate principal amount of this Certificate to be increased or decreased;
provided, however, this Treasury Unit Certificate shall not represent more than
__________ Treasury Units, or if in the form of a Global Certificate, such other
maximum amount as shall at the time be prescribed by the applicable Depositary.
All such adjustments to the equivalent aggregate principal amount of this
Treasury Unit Certificate if a Global Certificate, shall be duly recorded, by
placing an appropriate notation on the Schedule as may be attached hereto. A
Holder who elects to substitute Debt Securities for Treasury Securities, thereby
recreating Corporate Units, shall be responsible for any fees or expenses
associated therewith.

         4. Registered Form; Denominations; Registration, Transfer and Exchange.

         The Treasury Unit Certificates are issuable only in registered form and
only in denominations of a single Treasury Unit and any integral multiple
thereof. The transfer of any Treasury Unit Certificate will be registered and
Treasury Unit Certificates may be exchanged as provided in the Purchase Contract
Agreement. The Treasury Units Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents permitted by
the Purchase Contract Agreement. No service charge shall be required for any
such registration of transfer or exchange, but the Company and the Purchase
Contract Agent may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. A Holder who elects to
substitute Debt Securities for a Treasury Security, thereby creating Corporate
Units, shall be responsible for any fees or expenses payable in connection
therewith. Except as provided in the Purchase Contract Agreement, for so long as
the Purchase Contract relating to the Treasury Units remains in effect, such
Treasury Units shall not be separable into their constituent parts, and the
rights and obligations of the Holder of such Treasury Units in respect of the
Treasury Security and the Purchase Contract constituting such Treasury Units may
be transferred and exchanged only as Treasury Units.



                                      B-6
<PAGE>

         Upon registration of transfer of this Treasury Unit Certificate, the
transferee shall be bound (without the necessity of any other action on the part
of such transferee, except as may be required by the Purchase Contract Agent
pursuant to the Purchase Contract Agreement), under the terms of the Purchase
Contract Agreement and the Purchase Contracts evidenced hereby and the
transferor shall be released from the obligations under the Purchase Contracts
evidenced by this Treasury Unit Certificate. The Company covenants and agrees,
and the Holder, by its acceptance hereof, likewise covenants and agrees, to be
bound by the provisions of this paragraph. The Company, the Purchase Contract
Agent and its Affiliates and any agent of the Company or the Purchase Contract
Agent may treat the Person in whose name this Treasury Unit Certificate is
registered as the owner of the Treasury Units evidenced hereby for the purpose
of receiving payments of Purchase Contract Adjustment Payments, performance of
the Purchase Contracts and for all other purposes whatsoever, whether or not any
payments in respect thereof be overdue and notwithstanding any notice to the
contrary, and neither the Company, the Purchase Contract Agent nor any such
agent shall be affected by notice to the contrary.]

         5. Place and Method of Payment.

         The Company shall pay, on each Payment Date, the Purchase Contract
Adjustment Payments payable in respect of each Purchase Contract to the Person
in whose name the Treasury Unit Certificate evidencing such Purchase Contract is
registered at the close of business on the Record Date for such Payment Date.
Purchase Contract Adjustment Payments will be payable at the office of the
Purchase Contract Agent in The City of New York or, at the option of the
Company, by wire transfer or by check mailed to the address of the Person
entitled thereto at such address as it appears on the Treasury Units Register.

         6. Authorization of Purchase Contract Agent.

         The Holder of this Treasury Unit Certificate, by its acceptance hereof,
authorizes the Purchase Contract Agent to enter into and perform the related
Purchase Contracts forming part of the Treasury Units evidenced hereby on its
behalf as its attorney-in-fact, expressly withholds any consent to the
assumption (i.e., affirmance) of the Purchase Contracts by the Company or its
trustee in the event that the Company becomes the subject of a case under the
Bankruptcy Code, agrees to be bound by the terms and provisions thereof,
covenants and agrees to perform its obligations under such Purchase Contracts,
consents to the provisions of the Purchase Contract Agreement, authorizes the
Purchase Contract Agent to enter into and perform the Purchase Contract
Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and
consents to the Pledge of the Treasury Securities relating to this Treasury Unit
Certificate pursuant to the Pledge Agreement. The Holder further covenants and
agrees, that, to the extent and in the manner provided in the Purchase Contract
Agreement and the Pledge Agreement, but subject to the terms thereof, payments
in respect of the aggregate principal amount of the Pledged Treasury Securities
at maturity shall be paid on the Purchase Contract Settlement Date by the
Collateral Agent to the Company in satisfaction of such Holder's obligations
under such Purchase Contract and such Holder shall acquire no right, title or
interest in such payments.



                                      B-7
<PAGE>

         7. Amendment.

         The provisions of the Purchase Contract Agreement and this Treasury
Unit Certificate may be amended only as provided in the Purchase Contract
Agreement.

         8. Voting Rights.

         The Purchase Contracts shall not, prior to the settlement thereof,
entitle the Holder to any of the rights of a holder of Ordinary Shares. Upon
settlement of the Purchase Contracts, the Holder will be entitled to all of the
rights of a holder of Ordinary Shares, including, without limitation, the right
to vote and receive dividends and other payments and to consent and receive
notice as a shareholder in respect of the meetings of shareholders and for the
election of directors of the Company and for all other matters, and all other
rights whatsoever as a shareholder of the Company.

         9. Severability.

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

         10. Governing Law.

         THIS TREASURY UNIT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.

         11. Jurisdiction; Venue.

         The Company hereby submits to the nonexclusive jurisdiction of the
United States District Court for the Southern District of New York for the
purposes of all legal proceedings arising out of or relating to the Indenture
and the Debt Securities or the transactions contemplated hereby. The Company
hereto irrevocably waives, to the fullest extent permitted by applicable law,
any objection which it may now or hereafter have to the laying of the venue of
any such proceeding brought in such a court and any claim that any such
proceeding brought in such a court has been brought in an inconvenient forum.



                                      B-8
<PAGE>

         12. CoUnits of Purchase Contract Agreement.

         A copy of the Purchase Contract Agreement is available for inspection
at the offices of the Purchase Contract Agent at its address set forth in
Section 1.5 of the Purchase Contract Agreement.




                                      B-9
<PAGE>

                                  ABBREVIATIONS

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


TEN COM -             As tenants in common

TEN ENT -             As tenants by the entireties

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

UNIF GIFT MIN ACT -   [custodian] Custodian for [minor] Under The Uniform Gifts
                      to Minors Act of [Date]

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

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

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


--------------------------------------------------------------------------------
                            (insert name of assignee)

--------------------------------------------------------------------------------
                    (insert social security or taxpayer I.D.
                    or other identifying number of assignee)

--------------------------------------------------------------------------------
                 (insert address including zip code of assignee)

the within Corporate Unit Certificates and all rights thereunder, hereby
irrevocably constituting and appointing ______________________________________
attorney to transfer said Treasury Unit Certificates on the books of Endurance
Specialty Holdings Ltd. with full power of substitution in the premises.

Dated: ___________________                 _______________________
                                           Signature

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



                                      B-10
<PAGE>

                             SETTLEMENT INSTRUCTIONS

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

Dated: ___________________             _______________________
                                       Signature

                                       Signature Guarantee: __________________
                                       (if assigned to another person)


                                REGISTERED HOLDER

               Please print name and address of Registered Holder:


--------------------------------------------------------------------------------
                                  (insert name)

--------------------------------------------------------------------------------
                                (insert address)

--------------------------------------------------------------------------------
    (insert social security or other taxpayer identification number, if any)

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

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


--------------------------------------------------------------------------------
                                  (insert name)

--------------------------------------------------------------------------------
                                (insert address)

--------------------------------------------------------------------------------
    (insert social security or other taxpayer identification number, if any)



                                      B-11
<PAGE>


                            ELECTION TO SETTLE EARLY

         The undersigned Holder of this Treasury Unit Certificate hereby
irrevocably exercises the option to effect Early Settlement in accordance with
the terms of the Purchase Contract Agreement with respect to the Purchase
Contracts relating to the number of Treasury Units evidenced by this Treasury
Unit Certificate specified below. The undersigned Holder directs that a
certificate for Ordinary Shares deliverable upon such Early Settlement be
registered in the name of, and delivered, together with a check in payment for
any fractional share and any Treasury Unit Certificate representing any Treasury
Units evidenced hereby as to which Early Settlement of the related Purchase
Contracts is not effected, to the undersigned at the address indicated below
unless a different name and address have been indicated below. Pledged Debt
Securities deliverable upon such Early Settlement will be transferred in
accordance with the transfer instructions set forth below. If shares are to be
registered in the name of a Person other than the undersigned, the undersigned
agrees to pay any transfer tax payable incident thereto.

                                     ___________________________
                                     Signature
                                     Dated: _____________________
                                     Signature Guarantee: __________________




                                      B-12
<PAGE>


                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

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

<TABLE>

<S>     <C>                  <C>                  <C>                     <C>
                                                   Number of Treasury
        Amount of decrease   Amount of increase    Units evidenced by      Signature of
           in Number of         in Number of          this Global           authorized
          Treasury Units       Treasury Units         Certificate          signatory of
         evidenced by the     evidenced by the       following such      Purchase Contract
Date    Global Certificate   Global Certificate   decrease or increase       Agreement
</TABLE>






                                      B-13
<PAGE>

                                                                       EXHIBIT C

                  NOTICE FROM HOLDER TO PURCHASE CONTRACT AGENT

         (Election for Creation of Treasury Units or Recreation of Corporate
Units)

[                            ]
as Purchase Contract Agent
___________________________
___________________________
Attention:  _______________

         Re: [Corporate Units] [Treasury Units] of Endurance Specialty Holdings
Ltd.

         Reference is made to the Purchase Contract Agreement, dated as of
[DATE] (the "Purchase Contract Agreement"), between Endurance Specialty Holdings
Ltd. (the "Company") and you, as Purchase Contract Agent and as Attorney-in-Fact
for the Holders of the Purchase Contracts. All capitalized terms that are used
but not defined herein have the meanings assigned to them in the Purchase
Contract Agreement.

         The undersigned Holder hereby notifies you in accordance with Section
[3.13] [3.14] of the Purchase Contract Agreement, that such Holder has elected
to [create][recreate] ________ [Treasury Units] [Corporate Units] by
substitution of $__________ aggregate principal amount of [Treasury Securities
(CUSIP No. )] [Debt Securities] for the [Pledged Debt Securities] [Pledged
Treasury Securities] held in the Collateral Account, in accordance with the
Pledge Agreement.

         The undersigned Holder hereby acknowledges that such Holder may [create
Treasury Units] [recreate Corporate Units] only in integral multiples of 20
[Corporate Units] [Treasury Units].

                                          --------------------------
                                               Name of Holder
                                          --------------------------
                                             DTC Participant No.
                                          --------------------------
                                              DTC Participant No.
                                          --------------------------
                                                   Signature

                                          Signature Guarantee:_________________
                                          Date: _______________________




                                      C-1
<PAGE>

Please print name and address of Registered Holder:


---------------------------------------------------
Name


---------------------------------------------------
Social Security or other Taxpayer Identification
Number, if any

---------------------------------------------------
Address
















                                      C-2
<PAGE>

                                   EXHIBIT D

                             INSTRUCTION FROM HOLDER
                           TO PURCHASE CONTRACT AGENT

[                            ]
as Purchase Contract Agent
___________________________
___________________________
Attention:  _______________

         Re: [Corporate Units] [Treasury Units] of Endurance Specialty Holdings
             Ltd.

         Reference is made to the Purchase Contract Agreement, dated as of
[DATE] (the "Purchase Contract Agreement"), between Endurance Specialty Holdings
Ltd. (the "Company") and you, as Purchase Contract Agent and as Attorney-in-Fact
for the Holders of the Purchase Contracts. All capitalized terms that are used
but not defined herein have the meanings assigned to them in the Purchase
Contract Agreement.

         The undersigned Holder hereby notifies you that in accordance with
Section [3.13] [3.14] of the Purchase Contract Agreement it has transferred to
_________________, as Securities Intermediary, for credit to the Collateral
Account, $______ aggregate principal amount of [Treasury Securities] [Debt
Securities] in exchange for the [Pledged Debt Securities] [Pledged Treasury
Securities] held in the Collateral Account, in accordance with the Purchase
Contract Agreement and the Pledge Agreement. The undersigned Holder has paid all
applicable fees relating to such exchange. The undersigned Holder hereby
requests that you to instruct the Collateral Agent to release to [you on behalf
of the undersigned Holder][the undersigned] the equivalent principal amount of
[Pledged Debt Securities] [Pledged Treasury Securities] related to the
above-captioned [Corporate Units] [Treasury Units].

                                             --------------------------
                                                  Name of Holder
                                             --------------------------
                                                     Signature

                                            Signature Guarantee:_______________
                                            Date: _______________________







                                      D-1
<PAGE>

Please print name and address of Registered Holder:


-------------------------------------------
Name

-------------------------------------------
[TRADES Account No.]


-------------------------------------------
Social Security or other Taxpayer Identification
Number, if any

-------------------------------------------
Address




                                      D-2
<PAGE>

                                                                       EXHIBIT E

  NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon
                       Occurrence of a Termination Event)

[HOLDER]

_________________________
_________________________
Attention:
Fax: __________

         Re: [Corporate Units] [Treasury Units] of Endurance Specialty Holdings
             Ltd.

         Reference is made to the Purchase Contract Agreement, dated as of
[DATE] (the "Purchase Contract Agreement"), between Endurance Specialty Holdings
Ltd. (the "Company") and you, as Purchase Contract Agent and as Attorney-in-Fact
for the Holders of the Purchase Contracts. All capitalized terms that are used
but not defined herein have the meanings assigned to them in the Purchase
Contract Agreement.

         We hereby notify you that a Termination Event has occurred and that
[the Debt Securities][Treasury Portfolio Interest][the Treasury Securities]
relating to your ownership interest in _____ [Corporate Units][Treasury
Portfolio Interest][Treasury Units] have been released and are being held by us
for your account pending receipt of transfer instructions with respect to such
[Debt Securities][Treasury Portfolio Interest][Treasury Securities] (the
"Released Securities").

         Pursuant to Section 3.15 of the Purchase Contract Agreement, we hereby
request written transfer instructions with respect to the Released Securities.
Upon receipt of your instructions and upon transfer to us of your [Corporate
Units][Treasury Units] effected through book-entry transfer or by delivery to us
of your [Corporate Unit Certificate][Treasury Unit Certificate], we shall
transfer the Released Securities by book-entry transfer, or other appropriate
procedures, in accordance with your instructions. In the event you fail to
effect such transfer or delivery, the Released Securities and any interest
thereon, shall be held in our name or in the name of our nominee in trust for
your benefit, until the earlier of such time as (A) such [Corporate
Units][Treasury Units] are transferred or your [Corporate Unit
Certificate][Treasury Unit Certificate] is surrendered or satisfactory evidence
is provided that your [Corporate Unit Certificate][Treasury Unit Certificate]
has been destroyed, lost or stolen, together with any indemnification that we or
the Company may require and (B) the expiration of the time period specified in
the abandoned property laws of the relevant State.



                                      E-1
<PAGE>

                                                 By: _________________________,
                                                 as Purchase Contract Agent
                                                 _____________________________
                                                 Name:
                                                 Title:
                                                 Date:













                                      E-2
<PAGE>
                                                                       EXHIBIT F

                            NOTICE TO SETTLE BY CASH

[                             ]
as Purchase Contract Agent
______________________________
______________________________
Attention:  __________________

         Re: [Corporate Units] [Treasury Units] of Endurance Specialty Holdings
             Ltd.

         Reference is made to the Purchase Contract Agreement, dated as of
[DATE] (the "Purchase Contract Agreement"), between Endurance Specialty Holdings
Ltd. (the "Company") and you, as Purchase Contract Agent and as Attorney-in-Fact
for the Holders of the Purchase Contracts. All capitalized terms that are used
but not defined herein have the meanings assigned to them in the Purchase
Contract Agreement.

         The undersigned Holder hereby irrevocably notifies you in accordance
with Section 5.8 of the Purchase Contract Agreement, that such Holder has
elected to pay to the Securities Intermediary for deposit in the Collateral
Account, prior to 11:00 a.m. (New York City time), on the [fifth Business
Day][Business Day] immediately preceding the Purchase Contract Settlement Date
(in lawful money of the United States by certified or cashiers' check or wire
transfer, in immediately available funds), $______ as the Purchase Price for the
Ordinary Shares issuable to such Holder by the Company under the related
Purchase Contract on the Purchase Contract Settlement Date. The undersigned
Holder hereby instructs you to notify promptly the Collateral Agent of the
undersigned Holder's election to make such cash settlement with respect to the
Purchase Contracts related to such Holder's [Corporate Units] [Treasury Units]
and to release the related [Debt Securities] [Treasury Securities] to such
Holder upon such Cash Settlement.

                                          _____________________________
                                          Signature
                                          Date: _______________________


                                          Signature Guarantee:_________________



                                      F-1
<PAGE>

Please print name and address of Registered Holder:


---------------------------------------
Name


---------------------------------------
Social Security or other Taxpayer Identification
Number, if any


----------------------------
Address







                                      F-2
<PAGE>

                                                                       EXHIBIT G

  NOTICE FROM PURCHASE CONTRACT AGENT TO REMARKETING AGENT, COLLATERAL AGENT,
                            TRUSTEE AND THE COMPANY

                   (Initial, Subsequent or Final Remarketing)



_______________, as Remarketing Agent        _______________, as Trustee
_______________                              _______________
_______________                              _______________
Attention:  _______________                  Attention:  _______________
Fax:  _______________                        Fax:  _______________
_______________, Collateral Agent            Endurance Specialty Holdings Ltd.
_______________                              Wellesley House
_______________                              90 Pitts Bay Road
Attention:  _______________                  Pembroke HM 08, Bermuda
Fax:  _______________                        Attention:  _______________
                                             Fax:  _______________

         Re: Corporate Units of Endurance Specialty Holdings Ltd.

         Reference is made to the Purchase Contract Agreement, dated as of
[DATE] (the "Purchase Contract Agreement"), between Endurance Specialty Holdings
Ltd. (the "Company") and you, as Purchase Contract Agent and as Attorney-in-Fact
for the Holders of the Purchase Contracts. All capitalized terms that are used
but not defined herein have the meanings assigned to them in the Purchase
Contract Agreement.

         In accordance with Section [5.3(b)] [5.3(c)] of the Purchase Contract
Agreement and based on [(A) the instructions received from Holders of Corporate
Units prior to 5:00 p.m. (New York City time), on the sixth Business Day
immediately preceding the Purchase Contract Settlement Date and notice from the
Securities Intermediary regarding Cash Settlements received prior to 11:00 a.m.
(New York City time), on the fifth Business Day immediately preceding the
Purchase Contract Settlement Date, in each case pursuant to Section 5.8 of the
Purchase Contract Agreement and (B)] the notices regarding the election not to
participate in the Remarketing received from Holders of Corporate Units who
complied with the procedures for creating Treasury Units prior to 5:00 p.m. (New
York City time), on the Election Date pursuant to Section 5.3(e) of the Purchase
Contract Agreement, we hereby notify you that $___________ in aggregate
principal amount of Pledged Debt Securities is to be tendered for purchase in
the Remarketing that is scheduled to take place [on one or more occasions in the
period commencing on [DATE] up to and including [DATE]] [on [DATE], which is the
third Business Day before the Purchase Contract Settlement Date].



                                      G-1
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                                               By:   [                    ]
                                               as Purchase Contract Agent
                                               ------------------------------
                                               Name:
                                               Title:
                                               Date:









                                      G-2