EXHIBIT 4.3








                           PURCHASE CONTRACT AGREEMENT



                    XL CAPITAL LTD AND THE BANK OF NEW YORK,



                           AS PURCHASE CONTRACT AGENT



                           PURCHASE CONTRACT AGREEMENT



                          DATED AS OF DECEMBER 9, 2005



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                                TABLE OF CONTENTS

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                                                                                                               PAGE

<S>      <C>                                                                                                     <C>
ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.................................................1
         SECTION 1.1.   Definitions...............................................................................1
         SECTION 1.2.   Compliance Certificates and Opinions.....................................................13
         SECTION 1.3.   Form of Documents Delivered to Purchase Contract Agent...................................13
         SECTION 1.4.   Acts of Holders; Record Dates............................................................14
         SECTION 1.5.   Notices 15
         SECTION 1.6.   Notice to Holders; Waiver................................................................16
         SECTION 1.7.   Effect of Headings and Table of Contents.................................................16
         SECTION 1.8.   Successors and Assigns...................................................................16
         SECTION 1.9.   Separability Clause......................................................................16
         SECTION 1.10.   Benefits of Agreement...................................................................17
         SECTION 1.11.   Governing Law...........................................................................17
         SECTION 1.12.   Judgment Currency.......................................................................17
         SECTION 1.13.   Legal Holidays..........................................................................18
         SECTION 1.14.   Counterparts............................................................................18
         SECTION 1.15.   Inspection of Agreement.................................................................18
         SECTION 1.16.   Appointment of Financial Institution as Purchase Contract Agent
                           for the Company.......................................................................18
         SECTION 1.17.   No Waiver...............................................................................19

ARTICLE II CERTIFICATE FORMS.....................................................................................19
         SECTION 2.1.   Forms of Certificates Generally..........................................................19
         SECTION 2.2.   Form of Purchase Contract Agent's Certificate of Authentication..........................20

ARTICLE III THE UNITS............................................................................................20
         SECTION 3.1.   Number of Units; Denominations...........................................................20
         SECTION 3.2.   Rights and Obligations Evidenced by the Certificates.....................................21
         SECTION 3.3.   Execution, Authentication, Delivery and Dating...........................................21
         SECTION 3.4.   Temporary Certificates...................................................................22
         SECTION 3.5.   Registration; Registration of Transfer and Exchange......................................23
         SECTION 3.6.   Book-Entry Interests.....................................................................24
         SECTION 3.7.   Notices to Holders.......................................................................25
         SECTION 3.8.   Appointment of Successor Clearing Agency.................................................25
         SECTION 3.9.   Definitive Certificates. If:.............................................................25
         SECTION 3.10.   Mutilated, Destroyed, Lost and Stolen Certificates......................................26
         SECTION 3.11.   Persons Deemed Owners...................................................................27
         SECTION 3.12.   Cancellation............................................................................27
         SECTION 3.13.   Establishment of Stripped Units.........................................................28
         SECTION 3.14.   Reestablishment of Normal Units.........................................................29
         SECTION 3.15.   Transfer of Collateral upon Occurrence of Termination Event.............................30
         SECTION 3.16.   No Consent to Assumption................................................................31
         SECTION 3.17.   CUSIP Numbers...........................................................................31
         SECTION 3.18.   Currency of Payments....................................................................31
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<S>      <C>                                                                                                    <C>
ARTICLE IV THE NOTES.............................................................................................31
         SECTION 4.1.   Payment of Interest; Rights to Interest Payments Preserved...............................31
         SECTION 4.2.   Notice and Voting........................................................................32
         SECTION 4.3.   Special Event Redemption.................................................................33

ARTICLE V THE PURCHASE CONTRACTS; THE REMARKETING................................................................33
         SECTION 5.1.   Purchase of Ordinary Shares..............................................................33
         SECTION 5.2.   Contract Adjustment Payments.............................................................35
         SECTION 5.3.   Deferral of Contract Adjustment Payments.................................................40
         SECTION 5.4.   Payment of Purchase Price; Remarketing...................................................42
         SECTION 5.5.   Issuance of Ordinary Shares..............................................................46
         SECTION 5.6.   Adjustment of Settlement Rate............................................................47
         SECTION 5.7.   Notice of Adjustments and Certain Other Events...........................................53
         SECTION 5.8.   Termination Event; Notice................................................................54
         SECTION 5.9.   Early Settlement.........................................................................54
         SECTION 5.10.   Early Settlement Upon Cash Merger.......................................................56
         SECTION 5.11.   Charges and Taxes.......................................................................58
         SECTION 5.12.   No Fractional Shares....................................................................58

ARTICLE VI REMEDIES..............................................................................................58
         SECTION 6.1.   Unconditional Right of Holders To Receive Purchase Contract
                          Adjustment Payments and Purchase Ordinary Shares.......................................58
         SECTION 6.2.   Restoration of Rights and Remedies.......................................................59
         SECTION 6.3.   Rights and Remedies Cumulative...........................................................59
         SECTION 6.4.   Delay or Omission Not Waiver.............................................................59
         SECTION 6.5.   Undertaking for Costs....................................................................59
         SECTION 6.6.   Waiver of Stay or Extension Laws.........................................................60

ARTICLE VII THE PURCHASE CONTRACT AGENT..........................................................................60
         SECTION 7.1.   Certain Duties and Responsibilities......................................................60
         SECTION 7.2.   Notice of Default........................................................................61
         SECTION 7.3.   Certain Rights of Purchase Contract Agent................................................61
         SECTION 7.4.   Not Responsible for Recitals or Issuance of Units........................................62
         SECTION 7.5.   May Hold Units...........................................................................62
         SECTION 7.6.   Money Held in Custody....................................................................62
         SECTION 7.7.   Compensation and Reimbursement...........................................................63
         SECTION 7.8.   Corporate Purchase Contract Agent Required; Eligibility..................................64
         SECTION 7.9.   Resignation and Removal; Appointment of Successor........................................64
         SECTION 7.10.   Acceptance of Appointment by Successor..................................................65
         SECTION 7.11.   Merger, Conversion, Consolidation or Succession to Business.............................66
         SECTION 7.12.   Preservation of Information.............................................................66
         SECTION 7.13.   No Obligations of Purchase Contract Agent...............................................66
         SECTION 7.14.   Tax Compliance..........................................................................66
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                                     ii
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<S>      <C>                                                                                                    <C>
ARTICLE VIII SUPPLEMENTAL AGREEMENTS.............................................................................67
         SECTION 8.1.   Supplemental Agreements Without Consent of Holders.......................................67
         SECTION 8.2.   Supplemental Agreements with Consent of Holders..........................................67
         SECTION 8.3.   Execution of Supplemental Agreements.....................................................68
         SECTION 8.4.   Effect of Supplemental Agreements........................................................68
         SECTION 8.5.   Reference to Supplemental Agreements.....................................................69

ARTICLE IX CONSOLIDATION, MERGER, SALE OR CONVEYANCE.............................................................69
         SECTION 9.1.   Covenant Not to Merge, Consolidate, Sell or Convey Property
                          Except Under Certain Conditions........................................................69
         SECTION 9.2.   Rights and Duties of Successor Corporation...............................................69
         SECTION 9.3.   Opinion of Counsel Given to Purchase Contract Agent......................................70

ARTICLE X COVENANTS..............................................................................................70
         SECTION 10.1.   Performance Under Purchase Contracts....................................................70
         SECTION 10.2.   Maintenance of Office or Agency.........................................................70
         SECTION 10.3.   Company To Reserve Ordinary Shares......................................................71
         SECTION 10.4.   Covenants as to Ordinary Shares.........................................................71
         SECTION 10.5.   Statements of Officer of the Company as to Default......................................71
         SECTION 10.6.   Listing.................................................................................71
         SECTION 10.7.   Registration Statement..................................................................71
         SECTION 10.8.   Securities Contract.....................................................................71
         SECTION 10.9.   Payment to Holders of Units on the Stock Purchase Date..................................72
         SECTION 10.10.   Consent to Treatment for Tax Purposes..................................................72
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EXHIBITS

EXHIBIT A   Form of Normal Units Certificate
EXHIBIT B   Form of Stripped Units Certificate
EXHIBIT C   Instruction from Purchase Contract Agent to Collateral Agent
EXHIBIT D   Instruction to Purchase Contract Agent
EXHIBIT E   Notice to Settle by Separate Cash

                                      iii
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                  PURCHASE CONTRACT AGREEMENT, dated as of December 9, 2005,
between XL Capital Ltd, a Cayman Island exempted limited company (the
"Company"), and The Bank of New York, a New York banking corporation, acting as
purchase contract agent and attorney-in-fact 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 and 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.

                                   WITNESSETH:

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

                                   ARTICLE I

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         SECTION 1.1. DEFINITIONS. For all purposes of this Agreement, except as
otherwise expressly provided or unless the context otherwise requires:

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

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

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

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

                  "Accounting Redemption Event" means the receipt at any time
prior to the earlier of the date of any successful remarketing of the Notes
pursuant to the provisions of Section 5.4 and the Stock Purchase Date by the
audit committee of the Board of Directors of a written report in accordance with
Statement on Auditing Standards ("SAS") No. 97, "Amendment to Statement on
Auditing Standards No. 50, Reports on the Application of Accounting Principles,"
from the Company's independent auditors, provided at the request of the
management of the Company, to
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                                                                               2


the effect that, as a result of a change in accounting rules or interpretations
thereof applicable to the Company after December 6, 2005, the Company must
either (a) account for the Purchase Contracts as derivatives under Statement of
Financial Accounting Standards ("FAS") No. 133, "Accounting for Derivatives and
Hedging Activities" (or any successor accounting standard) or (b) account for
the Units using the if-converted method under FAS No. 128, "Earnings Per Share"
(or any successor accounting standard), and that such accounting treatment will
cease to apply upon redemption of the Notes.

                  "Accounting Settlement Rate Event" means the receipt at any
time prior to the earlier of the date of any successful remarketing of the Notes
pursuant to the provisions of Section 5.4 and the Stock Purchase Date by the
audit committee of the Board of Directors of a written report in accordance with
SAS No. 97, "Amendment to SAS No. 50, Reports on the Application of Accounting
Principles," from the Company's independent auditors, provided at the request of
the management of the Company, to the effect that, as a result of a change in
accounting rules or interpretations thereof applicable to the Company after
December 6, 2005, the Company must either (a) account for the Purchase Contracts
as derivatives under FAS No. 133, "Accounting for Derivatives and Hedging
Activities" (or any successor accounting standard) or (b) account for the Units
using the if-converted method under FAS No. 128, "Earnings Per Share" (or any
successor accounting standard), and that such accounting treatment will cease to
apply upon the fixing of the Settlement Rate on the Purchase Contracts.

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

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

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

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

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

                  "Bankruptcy Law" means (i) the Bankruptcy Code or (ii) any and
all relevant provisions of the Cayman Islands Companies Law (2003 Revision), or
any successor thereto, relating to the winding up of the Company (including
without limitation in the circumstances set out in Section 95 of the Cayman
Islands Companies Law).

                  "Beneficial Owner" means, with respect to a Book-Entry
Interest, a Person who is the beneficial owner of such Book-Entry Interest as
reflected on the books of the Clearing Agency or on the books of a Person
maintaining an account with such Clearing Agency (directly as a Clearing Agency
Participant or as an indirect participant, in each case in accordance with the
rules of such Clearing Agency).
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                                                                               3


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

                  "Board Resolution" means (i) a copy of a resolution certified
by the Secretary or the Assistant Secretary of the Company to have been duly
adopted by the Board of Directors and to be in full force and effect on the date
of such certification, (ii) a copy of a unanimous written consent of the Board
of Directors or (iii) a certificate signed by the authorized officer or officers
to whom the Board of Directors has delegated its authority and, in each case,
delivered to the 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 Clearing Agency as described in Section 3.6.

                  "Business Day" means any day other than a Saturday, Sunday or
other day in the City of New York, in Bermuda or in any Place of Payment on
which banking institutions are authorized by law or regulations to close.

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

                  "Cash Consideration" has the meaning set forth in Section
5.4(b)(iv).

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

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

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

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

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

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

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

                  "Collateral" has the meaning set forth in Section 2.1(a) of
the Pledge Agreement.
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                                                                               4


                  "Collateral Agent" means The Bank of New York, a New York
banking corporation, 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" has the meaning set forth in Section
3.13(a).

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

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

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

                  "Corporate Trust Office" means the corporate trust office of
the 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 101 Barclay Street, Floor 8W, New York, New York 10286,
Attention: [________].

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

                  "Current Market Price" has the meaning set forth in Section
5.6(a)(9).

                  "Custodial Agent" means The Bank of New York, a New York
banking corporation, as Custodial Agent under the Pledge Agreement until a
successor Custodial Agent shall have become such pursuant to the applicable
provisions of the Pledge Agreement, and thereafter "Custodial Agent" shall mean
the Person who is then the Custodial Agent thereunder.

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

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

                  "Depositary" means, initially, DTC, until another Clearing
Agency becomes its successor, and thereafter "Depositary" shall mean such
successor.

                  "DTC" means The Depository Trust Company, the initial Clearing
Agency.
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                                                                               5


                  "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).

                  "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(f).

                  "Expiration Time" has the meaning set forth in Section
5.6(a)(5).

                  "Fixed Settlement Rates" means the Minimum Settlement Rate and
the Maximum Settlement Rate.

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

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

                  "Indenture" means the Indenture, dated as of June 2, 2004,
between the Company and the Trustee pursuant to which the Notes are to be
issued, as originally executed and delivered and as it may from time to time be
supplemented or amended by one or more indentures supplemental thereto entered
into pursuant to the applicable provisions thereof and shall include the terms
of a particular series established as contemplated thereof.

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

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

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

                  "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).

                  "Maximum Settlement Rate" has the meaning set forth in Section
5.1.

                  "Minimum Settlement Rate" has the meaning set forth in Section
5.1.
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                                                                               6


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

                  "Normal Unit" means the collective rights and obligations of a
Holder of a Normal Units Certificate in respect of a 1/40 undivided beneficial
interest in a Note in the original principal amount of $1,000 or the Treasury
Consideration, as the case may be, subject in each case to the Pledge thereof,
and the related Purchase Contract.

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

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

                  "Notes" means the 5.25% Senior Notes due 2011 of the Company
issued under the Indenture.

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

                  "Officers' Certificate" means a certificate signed by the
Chief Executive Officer, the Chief Financial Officer, the President or any
Vice-President, and by the Treasurer, any Assistant Treasurer, the Secretary or
any Assistant Secretary (or other officer performing similar functions) of the
Company and delivered to the Purchase Contract Agent.

                  "Opt-Out" has the meaning set forth in Section 5.4(b)(iv).

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

                  "Ordinary Shares" means the Class A Ordinary Shares, par value
$0.01 per share, of the Company.

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

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

                           (ii)     Normal Units and Stripped 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
<PAGE>
                                                                               7


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

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

                  "Payment Date" means each February 15, May 15, August 15 and
November 15, commencing February 15, 2006 and ending on February 15, 2009.

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

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

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

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

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

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

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

                  "Predecessor Normal Units Certificate" of any particular
Normal Units Certificate means every previous Normal Units Certificate
evidencing all or a portion of the rights and
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                                                                               8


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

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

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

                  "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 Fund" has the meaning set forth
in Section 5.5.

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

                  "Purchased Shares" has the meaning set forth in Section
5.6(a)(5).

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

                  "Record Date" for the payment of a distribution payable on any
Payment Date means, the 15th calendar day preceding such Payment Date.

                  "Redemption Price" means, for each Note, whether or not
included in a Normal Unit, (a) the greater of the principal amount of such Note
and (b) the product of (i) the principal amount of such Note and (ii) a fraction
whose numerator is the applicable Treasury Portfolio Purchase Price and whose
denominator is the applicable Special Event Redemption Principal Amount.

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

                  "Registrar" means the Normal Units Registrar and the Stripped
Units Registrar, as applicable.
<PAGE>
                                                                               9


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

                  "Remarketing Agreement" means the Remarketing Agreement to be
entered into by and among the Company, the Remarketing Agent and the Purchase
Contract Agent.

                  "Remarketing Date" means the ninth Business Day before the
Stock Purchase Date, which shall be February 3, 2009.

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

                  "Remarketing Notice" has the meaning set forth in Section
5.4(b)(i).

                  "Remarketing Period" means the seven Business Day period
beginning on the Remarketing Date and ending on the third Business Day preceding
the Stock Purchase Date.

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

                  "Remarketing Value" means, with respect to any Note, the
principal amount of such Note.

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

                  "Reset Date" means the date following the Remarketing Date or
a Subsequent Remarketing Date, as applicable, on which the trades in a
successful remarketing of the Notes, pursuant to the provisions of Section 5.4,
settle. Notwithstanding whether a successful remarketing occurs on the
Remarketing Date or on a Subsequent Remarketing Date, the settlement date for
such remarketing, if successful, shall be on the Stock Purchase Date; PROVIDED
that the Company with the consent of the Remarketing Agent and the Purchase
Contract Agent shall have the option to provide for a settlement date of a
successful remarketing that is earlier than the Stock Purchase Date so long as
the Company shall pay on the Stock Purchase Date to the Holders of the Normal
Units and the Separate Notes payment on the Notes for the period from and
including the Payment Date immediately preceding the Stock Purchase Date to but
excluding the Stock Purchase Date at the Coupon Rate.

                  "Responsible Officer" means, when used with respect to the
Purchase Contract Agent, any officer within the corporate trust department of
the Purchase Contract Agent (or any successor of the Purchase Contract Agent),
including any Vice-President, any assistant Vice-President, any assistant
secretary, the treasurer, any assistant treasurer, any trust officer, any senior
trust officer or any other officer of the Purchase Contract Agent who
customarily performs functions similar to those performed by the Persons who at
the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of such person's knowledge of and familiarity with
the particular subject and who, in each of the above cases, shall have direct
responsibility for the administration of this Agreement.

                  "Securities Intermediary" means The Bank of New York, a New
York banking corporation, in its capacity as Securities Intermediary under the
Pledge Agreement, together with its successors in such capacity.
<PAGE>
                                                                              10


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

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

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

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

                  "Special Event" means either an Accounting Redemption Event or
a Tax Event.

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

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

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

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

                  "Stock Purchase Date" means February 15, 2009.

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

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

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

                  "Subsequent Remarketing Date" has the meaning set forth in
Section 5.4(b)(ii).

                  "Tax Event" has the meaning set forth in Exhibit A of the
Third Supplemental Indenture.
<PAGE>
                                                                              11


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

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

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

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

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

                  (iv) at any time on or prior to the Stock Purchase Date, a
         judgment, decree or court order for the appointment of a receiver or
         liquidator or trustee or assignee or provisional liquidator in
         bankruptcy or insolvency of the Company or of its property under any
         Bankruptcy Law of the Cayman Islands, or for the termination or
         liquidation of the affairs of the Company on its bankruptcy or
         insolvency or for the reorganization of the Company's affairs, shall
         have been entered and if such judgment, decree or order shall have been
         entered more than 60 days prior to the Stock Purchase Date, such
         judgment, decree or order shall have continued undischarged and
         unstayed for a period of 60 days.

                  "Third Supplemental Indenture" means the Third Supplemental
Indenture, dated as of December 9, 2005, to the Indenture between the Company
and the Trustee.

                   "Threshold Appreciation Price" has the meaning set forth in
Section 5.1(a)(i).
<PAGE>
                                                                              12


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

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

                  "Treasury Consideration" means, as the context requires, (i)
with respect to a Normal Unit, (A) a 1/40, or 2.5%, undivided beneficial
ownership interest in a $1,000 principal or interest amount of a principal or
interest strip in a U.S. Treasury security included in the Treasury Portfolio
which matures on or prior to the Stock Purchase Date and (B) for each scheduled
interest Payment Date on the Notes that occurs after the Special Event
Redemption Date and on or before the Stock Purchase Date, a .0328125% undivided
beneficial ownership interest in a $1,000 principal or interest amount of a
principal or interest strip in a U.S. Treasury security included in the Treasury
Portfolio that matures on or prior to that interest Payment Date or (ii) with
respect to any number of Normal Units greater than one, (A) an equal number of
1/40, or 2.5%, undivided beneficial ownership interests in a $1,000 principal or
interests amounts of principal or interest strips in a U.S. Treasury securities
included in the Treasury Portfolio which matures on or prior to the Stock
Purchase Date and (B) for each scheduled interest Payment Date on the Notes that
occurs after the Special Event Redemption Date and on or before the Stock
Purchase Date, an equal number of .0328125% undivided beneficial ownership
interests in a $1,000 principal or interest amounts of principal or interest
strips in a U.S. Treasury securities included in the Treasury Portfolio that
matures on or prior to that interest Payment Date.

                  "Treasury Portfolio" means (i) if a Special Event Redemption
occurs prior to a successful remarketing of the Notes pursuant to the provisions
of Section 5.4, a portfolio of (A) zero-coupon U.S. Treasury securities
consisting of principal or interest strips of U.S. Treasury securities that
mature on or prior to the Stock Purchase Date in an aggregate amount equal to
the applicable Special Event Redemption Principal Amount and (B) with respect to
each scheduled interest Payment Date on the Notes that occurs after the Special
Event Redemption Date and on or before the Stock Purchase Date, interest or
principal strips of U.S. Treasury securities that mature on or prior to such
interest Payment Date in an aggregate amount equal to the aggregate interest
payment that would be due on the applicable Special Event Redemption Principal
Amount on such date if the interest rate of the Notes were not reset on the
Reset Date, and (ii) solely for purposes of determining the Treasury Portfolio
Purchase Price in the case of a Special Event Redemption Date occurring after
the successful remarketing of the Notes pursuant to the provisions of Section
5.4 or the Stock Purchase Date, a portfolio of (A) zero-coupon U.S. Treasury
securities consisting of principal or interest strips of U.S. Treasury
securities that mature on or prior to February 15, 2011 in an aggregate amount
equal to the applicable Special Event Redemption Principal Amount and (B) with
respect to each scheduled interest Payment Date on the Notes that occurs after
the Special Event Redemption Date and on or before February 15, 2011, interest
or principal strips of U.S. Treasury securities that mature on or prior to such
interest Payment Date in an aggregate amount equal to the aggregate interest
payment that would be due on the applicable Special Event Redemption Principal
Amount.

                  "Treasury Portfolio Purchase Price" means the lowest aggregate
price quoted by a primary U.S. government securities dealer in New York City to
the Quotation Agent on the third
<PAGE>
                                                                              13


Business Day immediately preceding the Special Event Redemption Date for the
purchase of the Treasury Portfolio for settlement on the Special Event
Redemption Date.

                  "Treasury Security" means a zero-coupon U.S. Treasury security
(Number 912820 JW 8) maturing on February 15, 2009 that will pay $1,000 on such
maturity date.

                  "Trustee" means The Bank of New York, a New York banking
corporation, as trustee under the Indenture and the Third Supplemental
Indenture, or any successor thereto.

                  "Underwriting Agreement" means the Underwriting Agreement
relating to the Units dated December 6, 2005 between the Company and the
underwriters named therein.

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

                  "Vice-President" means any vice-president, whether or not
designated by a number or a word or words added before or after the title
"vice-president."

SECTION 1.2. COMPLIANCE CERTIFICATES AND OPINIONS. Except as otherwise expressly
provided by this Agreement, upon any application or request by the Company to
the Purchase Contract Agent to take any action under 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, such action is authorized or permitted by this
Agreement and that 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 shall include:

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

                  (b) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based;

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

                  (d) a statement as to whether, in the opinion of such
individual based on his or her knowledge, such condition or covenant has been
complied with.

         SECTION 1.3. FORM OF DOCUMENTS DELIVERED TO PURCHASE CONTRACT AGENT.
(a) In any case where several matters are required to be certified by, or
covered by an opinion of, any
<PAGE>
                                                                              14


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

                  (b) Any certificate or opinion of an officer of the Company
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.

                  (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 Normal Units
Register or the Stripped Units Register, as the case may be.

                  (d) Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Certificate shall bind every
future Holder of the same Certificate and the Holder of every Certificate issued
upon the registration of transfer thereof or in exchange therefor or in lieu
thereof in respect of anything done, omitted or suffered to be done by the
Purchase Contract Agent or the Company in reliance thereon, whether or not
notation of such action is made upon such Certificate.
<PAGE>
                                                                              15


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

                  (f) With respect to any record date set pursuant to this
Section, the Company may designate any date as the "Expiration Date" and from
time to time may change the Expiration Date to any earlier or later day;
PROVIDED that no such change shall be effective unless notice of the proposed
new Expiration Date is given to the 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 request, demand, authorization, direction,
notice, consent, waiver or Act of Holders or other document provided or
permitted by this Agreement to be made upon, given or furnished to, or filed
with:

                  (a) the Purchase Contract Agent by any Holder or by the
Company shall be sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if made, given, furnished or filed in writing and personally
delivered, mailed, first-class postage prepaid, telecopied or delivered by
overnight air courier guaranteeing next day delivery, addressed to and received
by the Purchase Contract Agent at 101 Barclay Street, Floor 8W, New York, New
York 10286, Attention: [______], telecopy: [__________], or at any other address
furnished in writing by the Purchase Contract Agent to the Holders and the
Company; or

                  (b) the Company by the Purchase Contract Agent or by any
Holder shall be sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if made, given, furnished or filed in writing and personally
delivered, mailed, first-class postage prepaid, telecopied or delivered by
overnight air courier guaranteeing at least second day delivery,
<PAGE>
                                                                              16


addressed to and received by the Company at XL Capital Ltd, XL House, One
Bermudiana Road, Hamilton HM11, Bermuda Attention: Paul S. Giordano, telecopy:
(441) 292-5280, or at any other address furnished in writing to the Purchase
Contract Agent by the Company; or

                  (c) the Collateral Agent by the Purchase Contract Agent, the
Company or any Holder shall be sufficient for every purpose hereunder (unless
otherwise herein expressly provided) if made, given, furnished or filed in
writing and personally delivered, mailed, first-class postage prepaid,
telecopied or delivered by overnight air courier guaranteeing next day delivery,
addressed to and received by the Collateral Agent at 101 Barclay Street, Floor
8W, New York, New York 10286, Attention: [______], telecopy: [__________], or at
any other address furnished in writing by the Collateral Agent to the Purchase
Contract Agent, the Company and the Holders; or

                  (d) the Trustee by the Company shall be sufficient for every
purpose hereunder (unless otherwise herein expressly provided) if made, given,
furnished or filed in writing and personally delivered, mailed, first-class
postage prepaid, telecopied or delivered by overnight air courier guaranteeing
next day delivery, addressed to and received by the Trustee at 101 Barclay
Street, Floor 8W, New York, New York 10286, Attention: [______], telecopy:
[__________], or at any other address furnished in writing by the Trustee to the
Company.

         SECTION 1.6. NOTICE TO HOLDERS; WAIVER. (a) Where this Agreement
provides for notice to Holders of any event, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at its
address as it appears in the applicable Register, not later than the latest
date, and not earlier than the earliest date, prescribed for the giving of such
notice. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Where this Agreement provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Purchase
Contract Agent, but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such waiver.

                  (b) In case by reason of the suspension of regular mail
service or by reason of any other cause it shall be impracticable to give such
notice by mail, then such notification as shall be made with the approval of the
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. SEPARABILITY CLAUSE. If any provision hereof is invalid
and unenforceable in any jurisdiction, then, to the fullest extent permitted by
law, (i) the other provisions hereof
<PAGE>
                                                                              17


shall remain in full force and effect in such jurisdiction and shall be
liberally construed in order to carry out the intentions of the parties hereto
as nearly as may be possible and (ii) the invalidity or unenforceability of any
provision hereof in any jurisdiction shall not affect the validity or
enforceability of such provision in any other jurisdiction.

         SECTION 1.10. BENEFITS OF AGREEMENT. Nothing in this Agreement or in
the Units, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder and, to the extent provided hereby, the
Holders, any benefits or any legal or equitable right, remedy or claim under
this Agreement. The Holders from time to time shall be beneficiaries of this
Agreement and shall be bound by all of the terms and conditions hereof and of
the Units evidenced by their Certificates by their acceptance of delivery of
such Certificates.

         SECTION 1.11. GOVERNING LAW. THIS AGREEMENT AND THE UNITS SHALL BE
GOVERNED BY, DEEMED TO BE A CONTRACT UNDER, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK. 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 and of
any New York state court sitting in the Borough of Manhattan in New York City
for the purposes of all legal proceedings arising out of or relating to this
Agreement or the transactions contemplated hereby. 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, 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. The Company hereby designates and appoints CT
Corporation System, 111 Eighth Avenue, New York, New York 10011 as its
authorized agent upon which process may be served in any legal suit, action or
proceeding arising out of or relating to this Agreement which may be instituted
in any federal or state court in the Borough of Manhattan, The City of New York,
New York, and agrees that service of process upon such agent, and written notice
of said service to the Company by the Person serving the same, shall be deemed
in every respect effective service of process upon the Company in any such suit,
action or proceeding and further designates its domicile, the domicile of CT
Corporation System specified above and any domicile CT Corporation System may
have in the future as its domicile to receive any notice hereunder (including
service of process). If for any reason CT Corporation System (or any successor
agent for this purpose) shall cease to act as agent for service of process as
provided above, the Company will promptly appoint a successor agent for this
purpose reasonably acceptable to the Purchase Contract Agent. The Company agrees
to take any and all actions as may be necessary to maintain such designation and
appointment of such agent in full force and effect.

         SECTION 1.12. JUDGMENT CURRENCY. The Company agrees, to the fullest
extent that it may effectively do so under applicable law, that (a) if for the
purpose of obtaining judgment in any court it is necessary to convert the sum
due (the "Required Currency") into a currency in which a judgment will be
rendered (the "Judgment Currency"), the rate of exchange used shall be the rate
at which in accordance with normal banking procedures the Purchase Contract
Agent could purchase in The City of New York the requisite amount of the
Required Currency with the Judgment Currency on the New York Banking Day
preceding the day on which a final
<PAGE>
                                                                              18


unappealable judgment is given and (b) its obligations under this Agreement to
make payments in the Required Currency (i) shall not be discharged or satisfied
by any tender, or any recovery pursuant to any judgment (whether or not entered
in accordance with clause (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the
actual receipt, by the payee, of the full amount of the Required Currency
expressed to be payable in respect of such payments, (ii) shall be enforceable
as an alternative or additional cause of action for the purpose of recovering in
the Required Currency the amount, if any, by which such actual receipt shall
fall short of the full amount of the Required Currency so expressed to be
payable and (iii) shall not be affected by judgment being obtained for any other
sum due under this Agreement. For purpose of the foregoing, "New York Banking
Day" means any day except a Saturday, Sunday or a legal holiday in The City of
New York or a day on which banking institutions in The City of New York are
authorized or obligated by law, regulation or executive order to be closed.

         SECTION 1.13. LEGAL HOLIDAYS. (a) In any case where any Payment Date
shall not be a Business Day, then (notwithstanding any other provision of this
Agreement or the Normal Units Certificates) payments on the Units shall not be
made on such date, but such payments shall be made on the next succeeding day
which is a Business Day with the same force and effect as if made on such
Payment Date, PROVIDED that no interest shall accrue or be payable by the
Company in respect of such payment for the period from and after any such
Payment Date, except that if such next succeeding Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day with the same force and effect as if made on such Payment
Date.

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

                  (c) In any case where the Stock Purchase Date shall not be a
Business Day, then (notwithstanding any other provision of this Agreement or the
Certificates) the Purchase Contracts shall not be performed on such date, but
the Purchase Contracts shall be performed on the next succeeding day which is a
Business Day with the same force and effect as if performed on the Stock
Purchase Date.

         SECTION 1.14. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument, and any of the parties hereto may execute this Agreement by
signing any such counterpart.

         SECTION 1.15. INSPECTION OF AGREEMENT. A copy of this Agreement shall
be available at all reasonable times during normal business hours at the
Corporate Trust Office for inspection by any Holder.

         SECTION 1.16. APPOINTMENT OF FINANCIAL INSTITUTION AS PURCHASE CONTRACT
AGENT FOR THE COMPANY. The Company may appoint a financial institution (which
may be the Collateral Agent)
<PAGE>
                                                                              19


to act as its agent in performing its obligations and in accepting and enforcing
performance of the obligations of the Purchase Contract Agent and the Holders,
under this Agreement and the Purchase Contracts, by giving notice of such
appointment in the manner provided in Section 1.5 hereof. Any such appointment
shall not relieve the Company in any way from its obligation hereunder.

         SECTION 1.17. NO WAIVER. No failure on the part of the Company, the
Purchase Contract Agent, the Collateral Agent, the Securities Intermediary or
any of their respective agents to exercise, and no course of dealing with
respect to, and no delay in exercising, any right, power or remedy hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise by
the Company, the Purchase Contract Agent, the Collateral Agent, the Securities
Intermediary or any of their respective agents of any right, power or remedy
hereunder preclude any further exercise thereof or the exercise of any right,
power or remedy. The remedies herein are cumulative and are not exclusive of any
remedies provided by law.

                                   ARTICLE II

                                CERTIFICATE FORMS

         SECTION 2.1. FORMS OF CERTIFICATES GENERALLY. (a) The Normal Units
Certificates (including the form of Purchase Contract forming part of the Normal
Units evidenced thereby) shall be in substantially the form set forth in Exhibit
A hereto, with such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
thereon as may be required by the rules of any securities exchange or quotation
system on which the Normal Units are listed or quoted for trading or any
depositary therefor, or as may, consistently herewith, be determined by the
officers of the Company executing such Normal Units Certificates, as evidenced
by their execution of the Normal Units Certificates.

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

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

                  (d) The definitive Stripped Units Certificates shall be
printed, lithographed or engraved on steel engraved borders or may be produced
in any other manner, all as determined by the officers of the Company executing
such Stripped Units Certificates, consistent with the provisions of this
Agreement, as evidenced by their execution thereof.
<PAGE>
                                                                              20


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

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

         [Unless this Certificate is presented by an authorized representative
         of The Depository Trust Company (55 Water Street, New York, New York)
         to the Company or its agent for registration of transfer, exchange or
         payment, and any Certificate issued is registered in the name of Cede &
         Co., or such other name as requested by an authorized representative of
         The Depository Trust Company, and any payment hereon is made to Cede &
         Co. or to such other entity as is requested by an authorized
         representative of The Depository Trust Company, 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.]

         UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR CERTIFICATES
         IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO
         IN THE PURCHASE CONTRACT AGREEMENT, THIS GLOBAL CERTIFICATE MAY NOT BE
         TRANSFERRED EXCEPT 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 OR BY THE DEPOSITARY OR ANY SUCH
         NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
         DEPOSITARY."

         SECTION 2.2. FORM OF PURCHASE CONTRACT AGENT'S CERTIFICATE OF
AUTHENTICATION. (a) The form of the Purchase Contract Agent's certificate of
authentication of the Normal Units shall be in substantially the form set forth
on the form of the Normal Units Certificates.

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

                                   ARTICLE III

                                    THE UNITS

         SECTION 3.1. NUMBER OF UNITS; DENOMINATIONS. (a) The aggregate number
of Normal Units and Stripped Units, if any, evidenced by Certificates
authenticated, executed on behalf of
<PAGE>
                                                                              21


the Holders and delivered hereunder is limited to 29,800,000, except for
Certificates authenticated, executed on behalf of the Holder and delivered upon
registration of transfer of, in exchange for, or in lieu of, other Certificates
pursuant to Section 3.4, 3.5, 3.10, 3.13, 3.14, 5.9(e), 5.10(e) or 8.5.

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

         SECTION 3.2. RIGHTS AND OBLIGATIONS EVIDENCED BY THE CERTIFICATES. (a)
Each Normal Units Certificate shall evidence the number of Normal Units
specified therein, with each such Normal Unit representing the ownership by the
Holder thereof of a 1/40 undivided beneficial interest in a Note in the original
principal amount of $1,000 or the Treasury Consideration, as the case may be,
subject to the Pledge of such interest in such Note or the Treasury
Consideration, as the case may be, by such Holder pursuant to the Pledge
Agreement, and the rights and obligations of the Holder thereof and the Company
under one Purchase Contract. The Purchase Contract Agent, as attorney-in-fact
for, and on behalf of, the Holder of each Normal Unit, shall pledge and grant,
pursuant to the Pledge Agreement, to the Collateral Agent, for the benefit of
the Company, as collateral security for the payment and performance when due by
such Holder of its respective obligations to the Company under the related
Purchase Contracts, a security interest in, and right of set-off against, all of
the right, title and interest of the Purchase Contract Agent and such Holder in
such Note or the Treasury Consideration forming a part of such Normal Unit.

                  (b) Each Stripped Units Certificate shall evidence the number
of Stripped Units specified therein, with each such Stripped Unit representing
the ownership by the Holder thereof of a 1/40 undivided beneficial interest in a
Treasury Security or, in the case of an Opt-Out, the Cash Consideration, subject
to the Pledge of such interest in such Treasury Security or Cash Consideration,
as the case may be, by such Holder pursuant to the Pledge Agreement, and the
rights and obligations of the Holder thereof and the Company under one Purchase
Contract. The Purchase Contract Agent, as attorney-in-fact for, and on behalf
of, the Holder of each Stripped Unit, shall pledge and grant, pursuant to the
Pledge Agreement, to the Collateral Agent, for the benefit of the Company, as
collateral security for the payment and performance when due by such Holder of
its respective obligations to the Company under the related Purchase Contracts,
a security interest in, and right of set off against, all of the right, title,
and interest of the Purchase Contract Agent and such Holder in such interest in
the Treasury Security forming a part of such Stripped Unit.

                  (c) Prior to the purchase of Ordinary Shares under each
Purchase Contract, such Purchase Contract shall not entitle the Holder of the
related Units Certificates to any of the rights of a holder of 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.

         SECTION 3.3. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. (a)
Subject to the provisions of Sections 3.13 and 3.14, upon the execution and
delivery of this Agreement, and at any time and from time to time thereafter,
the Company may deliver Certificates executed by the
<PAGE>
                                                                              22


Company to the Purchase Contract Agent for authentication, execution on behalf
of the Holders and delivery, together with its Issuer Order for authentication
and delivery 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.

                  (b) The Certificates shall be executed on behalf of the
Company by its Chairman of the Board of Directors, a Vice-Chairman, its
President or one of its Vice-Presidents and delivered to the Purchase Contract
Agent. The signature of any of these officers on the Certificates may be manual
or facsimile.

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

                  (d) No Purchase Contract evidenced by a Certificate shall be
valid until such Certificate has been executed on behalf of the Holder by the
manual or facsimile 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.

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

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

         SECTION 3.4. TEMPORARY CERTIFICATES. (a) Pending the preparation of
definitive Certificates, the Company shall execute and deliver to the 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 Normal Units or Stripped Units, as the case may
be, are listed or quoted for trading or any depositary transfer, or as may,
consistently herewith, be determined by the officers of the Company executing
such Certificates, as evidenced by their execution of the Certificates.

                  (b) If temporary Certificates are issued, the Company will
cause definitive Certificates to be prepared without unreasonable delay. After
the preparation of definitive Certificates, the temporary Certificates shall be
exchangeable for definitive Certificates upon surrender of the temporary
Certificates at the Corporate Trust Office or such other office or agency
designated pursuant to Section 10.2 at the expense of the Company and without
charge to
<PAGE>
                                                                              23


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

         SECTION 3.5. REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE.

                  (a) The Purchase Contract Agent shall keep at the Corporate
Trust Office a register (the register maintained in such office or in any other
office or agency designated pursuant to Section 10.2 being herein referred to as
"Normal Units Register") in which, subject to such reasonable regulations as it
may prescribe, the Purchase Contract Agent shall provide for the registration of
Normal Units Certificates and of transfers of Normal Units Certificates (the
Purchase Contract Agent, in such capacity, the "Normal Units Registrar") and a
register (the register maintained in such office or in any other office or
agency designated pursuant to Section 10.2 being herein referred to as the
"Stripped Units Register") in which, subject to such reasonable regulations as
it may prescribe, the Purchase Contract Agent shall provide for the registration
of the Stripped Units Certificates and of transfers of Stripped Units
Certificates (the Purchase Contract Agent, in such capacity, the "Stripped Units
Registrar").

                  (b) Upon surrender for registration of transfer of any
Certificate at the Corporate Trust Office or such office or agency designated
pursuant to Section 10.2, 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 one or more new
Certificates of like tenor and denominations, registered in the name of the
designated transferee or transferees, and evidencing a like number of Normal
Units or Stripped Units, as the case may be.

                  (c) At the option of the Holder, Certificates may be exchanged
for other Certificates, of like tenor and denominations and evidencing a like
number of Normal Units or Stripped Units, as the case may be, upon surrender of
the Certificates to be exchanged at such office or agency. 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.

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

                  (e) Every Certificate presented or surrendered for
registration of transfer or for exchange shall (if so required by the Company or
the Purchase Contract Agent) be duly
<PAGE>
                                                                              24


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.

                  (f) 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 3.6, 3.9 and 8.5 not involving any transfer.

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

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

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

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

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

         SECTION 3.6. BOOK-ENTRY INTERESTS. The Certificates, on original
issuance, will be issued in the form of one or more fully registered Global
Certificates, to be delivered to the Depositary or a nominee or custodian
thereof by, or on behalf of, the Company. Such Global Certificate shall
initially be registered on the books and records of the Company in the name of
Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive
a definitive Certificate representing such Beneficial Owner's interest in such
Global Certificate, except as provided in Section 3.9. The Purchase Contract
Agent shall enter into a customary agreement with the Depositary if so requested
by the Company. Unless and until definitive, fully registered Certificates have
been issued to Beneficial Owners pursuant to Section 3.9:

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

                  (b) the Company and the Purchase Contract Agent shall be
entitled to deal with the Clearing Agency for all purposes of this Agreement
(including the payment of Contract
<PAGE>
                                                                              25


Adjustment Payments and Deferred Contract Adjustment Payments, if any, and
receiving approvals, votes or consents hereunder) as the Holder of the Units and
the sole holder of the Global Certificate(s) and shall have no obligation to the
Beneficial Owners;

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

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

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

         SECTION 3.7. NOTICES TO HOLDERS. Whenever a notice or other
communication to the Holders is required to be given under this Agreement, the
Company or the Company's agent shall give such notices and communications to the
Holders and, with respect to any Units registered in the name of a Clearing
Agency or the nominee of a Clearing Agency, the Company or the Company's agent
shall, except as set forth herein, have no obligations to the Beneficial Owners.

         SECTION 3.8. APPOINTMENT OF SUCCESSOR CLEARING AGENCY. If any Clearing
Agency elects to discontinue its services as securities depositary with respect
to the Units or ceases to be eligible as a "clearing agency" under the Exchange
Act, the Company may, in its sole discretion, appoint a successor Clearing
Agency with respect to the Units.

         SECTION 3.9. DEFINITIVE CERTIFICATES. If:

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

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

                  (c) there shall have occurred and be continuing a default by
the Company in respect of its obligations under this Agreement or the Indenture
governing the Notes,

then, upon surrender of the Global Certificates representing the Book-Entry
Interests with respect to the Units by the Clearing Agency, accompanied by
registration instructions, the Company shall cause definitive Certificates to be
delivered to Beneficial Owners in accordance with the instructions of the
Clearing Agency. The Company shall not be liable for any delay in delivery of
such instructions and may conclusively rely on and shall be protected in relying
on, such instructions.
<PAGE>
                                                                              26


         SECTION 3.10. MUTILATED, DESTROYED, LOST AND STOLEN CERTIFICATES. (a)
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 at the cost of the Holder,
evidencing the same number of Normal Units or Stripped Units, as the case may
be, and bearing a Certificate number not contemporaneously outstanding.

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

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

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

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

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

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

                  (d) Upon the issuance of any new Certificate under this
Section 3.10, 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.
<PAGE>
                                                                              27

                  (e) Every new Certificate issued pursuant to this Section 3.10
in lieu of any destroyed, lost or stolen Certificate shall constitute an
original additional contractual obligation of the Company and of the Holder in
respect of the Unit evidenced thereby, whether or not the destroyed, lost or
stolen Certificate (and the Units evidenced thereby) shall be at any time
enforceable by anyone, and shall be entitled to all the benefits and be subject
to all the obligations of this Agreement equally and proportionately with any
and all other Certificates delivered hereunder.

                  (f) The provisions of this Section 3.10 are exclusive and
shall preclude (to the extent lawful) all other rights and remedies with respect
to the replacement or payment of mutilated, destroyed, lost or stolen
Certificates.

         SECTION 3.11. PERSONS DEEMED OWNERS.

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

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

         SECTION 3.12. CANCELLATION. (a) All Certificates surrendered (i) for
delivery of Ordinary Shares on or after any Settlement Date; (ii) upon the
transfer of Notes or Treasury Consideration or Treasury Securities, as the case
may be, after the occurrence of a Termination Event or pursuant to an Early
Settlement or Merger Early Settlement, or a Collateral Substitution or an
establishment or re-establishment of a Normal Unit; or (iii) upon the
registration of a transfer or exchange of a Unit shall, if surrendered to any
Person other than the 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 on behalf of
any Holder and delivered hereunder which the Company may have acquired in any
manner whatsoever, and all Certificates so delivered shall, upon Issuer Order,
be promptly cancelled by the Purchase Contract Agent. No Certificates shall be
authenticated, executed on behalf of any Holder and delivered in lieu of or in
exchange for any Certificates cancelled as provided in this
<PAGE>
                                                                              28


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 then customary procedures.

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

         SECTION 3.13. ESTABLISHMENT OF STRIPPED UNITS. (a) A Holder may
separate the Pledged Notes or Pledged Treasury Consideration, as applicable,
from the related Purchase Contracts in respect of the Normal Units held by such
Holder by substituting for such Pledged Notes or Pledged Treasury Consideration,
as the case may be, Treasury Securities that will pay at the Stock Purchase Date
an amount equal to the aggregate Stated Amount of such Normal Units (a
"Collateral Substitution"), at any time from and after the date of this
Agreement and on or prior to the thirteenth Business Day immediately preceding
the Stock Purchase Date, by (i) depositing with the Collateral Agent Treasury
Securities having an aggregate principal amount equal to the aggregate Stated
Amount of such Normal Units, and (ii) transferring the related Normal Units to
the Purchase Contract Agent accompanied by a notice to the Purchase Contract
Agent, substantially in the form of Exhibit D hereto, with a copy of such notice
to the Company, stating that the Holder has transferred the relevant amount of
Treasury Securities to the Collateral Agent and requesting that the Purchase
Contract Agent instruct the Collateral Agent to release the Pledged Notes or
Pledged Treasury Consideration, as the case may be, underlying such Normal
Units, whereupon the Purchase Contract Agent shall promptly give such
instruction to the Collateral Agent, with a copy of such instruction to the
Company, substantially in the form of Exhibit C hereto. Upon receipt of the
Treasury Securities described in clause (i) above and the instruction described
in clause (ii) above, in accordance with the terms of the Pledge Agreement, the
Collateral Agent will release to the Purchase Contract Agent, on behalf of the
Holder, such Pledged Notes or Pledged Treasury Consideration from the Pledge,
free and clear of the Company's security interest therein, and upon receipt
thereof the Purchase Contract Agent shall promptly:

                  (x) cancel the related Normal Units Certificate;

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

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

                  (b) Holders who elect to separate the Pledged Notes or Pledged
Treasury Consideration, as the case may be, from the related Purchase Contract
and to substitute Treasury Securities for such Pledged Notes or Pledged Treasury
Consideration shall be responsible for any fees or expenses payable to the
Collateral Agent for its services as Collateral Agent in respect of the
substitution, and the Company shall not be responsible for any such fees or
expenses.
<PAGE>
                                                                              29


                  (c) Holders may make Collateral Substitutions (i) if Treasury
Securities are being substituted for Pledged Notes, only in integral multiples
of 40 Normal Units, or (ii) if the Collateral Substitutions occur after a
Special Event Redemption, as the case may be, only in integral multiples of
Normal Units such that the Treasury Securities to be deposited and the Treasury
Consideration to be released are in integral multiples of $1,000.

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

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

         SECTION 3.14. REESTABLISHMENT OF NORMAL UNITS. (a) A Holder of Stripped
Units may reestablish Normal Units at any time from and after the date of this
Agreement and on or prior to the thirteenth Business Day immediately preceding
the Stock Purchase Date, by:

         (i) depositing with the Collateral Agent Notes in a principal amount or
the Treasury Consideration (identified and calculated by reference to the
Treasury Consideration then comprising Normal Units), as the case may be, then
comprising such number of Normal Units as is equal to the number of such
Stripped Units; and

         (ii) transferring such Stripped Units to the 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
principal amount of Notes or the Treasury Consideration, as the case may be, to
the Collateral Agent and requesting that the Purchase Contract Agent instruct
the Collateral Agent to release the Pledged Treasury Securities underlying such
Stripped Unit, whereupon the Purchase Contract Agent shall promptly give such
instruction to the Collateral Agent, with a copy of such instruction to the
Company, substantially in the form of Exhibit C hereto. Upon receipt of the
Notes or the Treasury Consideration, as the case may be, described in clause (i)
above and the instruction described in clause (ii) above, in accordance with the
terms of the Pledge Agreement, the Collateral Agent will release to the Purchase
Contract Agent, on behalf of the Holder, such Pledged Treasury Securities from
the Pledge, free and clear of the Company's security interest therein, and upon
receipt thereof the Purchase Contract Agent shall promptly:
<PAGE>
                                                                              30


                  (x) cancel the related Stripped Units certificate;

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

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

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

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

                  (d) In the event a Holder who reestablishes Normal Units
pursuant to this Section 3.14 fails to effect a book-entry transfer of the
Stripped Units or fails to deliver a Stripped Units Certificate to the Purchase
Contract Agent after depositing Pledged Notes with the Collateral Agent, the
Treasury Securities constituting a part of such Stripped Units, and any
distributions on such Treasury Securities shall be held in the name of the
Purchase Contract Agent or its nominee in trust for the benefit of such Holder,
until such Stripped Units are so transferred or the Stripped Units Certificate
is so delivered, as the case may be, or, with respect to a Stripped Units
Certificate, such Holder provides evidence satisfactory to the Company and the
Purchase Contract Agent that such Stripped Units Certificate has been destroyed,
lost or stolen, together with any indemnity that may be required by the Purchase
Contract Agent and the Company.

         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 the Notes or the Treasury Consideration or the
Treasury Securities, as the case may be, underlying the Normal Units and the
Stripped Units pursuant to the terms of the Pledge Agreement, the Purchase
Contract Agent shall request transfer instructions with respect to such Notes or
the Treasury Consideration or Treasury Securities, as the case may be, from each
Holder by written request mailed to such Holder at its address as it appears in
the Normal Units Register or the Stripped Units Register, as the case may be.
Upon book-entry transfer of the Normal Units or Stripped Units or delivery of a
Normal Units Certificate or Stripped Units Certificate to the Purchase Contract
Agent with such transfer instructions, the Purchase Contract Agent shall
transfer the Notes, the Treasury Consideration or the Treasury Securities
underlying such Normal Units or Stripped Units, as the case may be, to such
Holder by book-entry transfer, or other appropriate procedures, in accordance
with such instructions. In the event a Holder of
<PAGE>
                                                                              31


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

         SECTION 3.16. NO CONSENT TO ASSUMPTION. Each Holder of a Unit, by
acceptance thereof, shall be deemed expressly to have withheld any consent to
the assumption (i.e., affirmance), under Section 365 of the Bankruptcy Code or
otherwise, of the Purchase Contract by the Company, any receiver, liquidator or
person or entity performing similar functions or its trustee in the event that
the Company becomes the debtor under the Bankruptcy Code or subject to other
similar state or federal or other law providing for reorganization or
liquidation.

         SECTION 3.17. CUSIP NUMBERS. The Company in issuing the Units may use
"CUSIP" numbers (if then generally in use), and, if so, the Purchase Contract
Agent shall use "CUSIP" numbers in notices to Holders as a convenience to
Holders; provided that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Securities or as
contained in any notice to Holders and that reliance may be placed only on the
other identification numbers printed on the Units, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Purchase Contract Agent of any changes in the "CUSIP"
numbers.

         SECTION 3.18. CURRENCY OF PAYMENTS. Any cash payments under this
Agreement shall be paid in U.S. dollars in immediately available funds.

                                    ARTICLE IV

                                    THE NOTES

         SECTION 4.1. PAYMENT OF INTEREST; RIGHTS TO INTEREST PAYMENTS
PRESERVED. (a) A payment on any Note or Treasury Consideration, as the case may
be, which is paid on any Payment Date shall, subject to receipt thereof by the
Purchase Contract Agent from the Collateral Agent (if the Collateral Agent is
the registered owner thereof) as provided by the terms of the Pledge Agreement,
be paid to the Person in whose name the Normal Units Certificate (or one or more
Predecessor Normal Units Certificates), of which such Note or the Treasury
Consideration is a part, is registered at the close of business on the Record
Date for such Payment Date.

                  (b) Each Normal Units Certificate evidencing Notes delivered
under this Agreement upon registration of transfer of or in exchange for or in
lieu of any other Normal
<PAGE>
                                                                              32


Units Certificate shall carry the rights to interest accrued and unpaid, and
rights to accrue interest, which were carried by the Notes or Treasury
Consideration, as the case may be, underlying such other Normal Units
Certificate.

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

         SECTION 4.2. NOTICE AND VOTING. The Purchase Contract Agent will be
entitled to exercise the voting and any other consensual rights pertaining to
the Pledged Notes 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 Notes
are entitled to vote or upon any solicitation of consents, waivers or proxies of
holders of Notes, the Purchase Contract Agent shall, as soon as practicable
thereafter, mail, at the Company's expense, to the Holders of Normal Units a
notice prepared by the Company (a) containing such information as is contained
in the notice or solicitation, (b) 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 Notes
entitled to vote) shall be entitled to instruct the Purchase Contract Agent as
to the exercise of the voting rights pertaining to the Pledged Notes underlying
their Normal Units and (c) stating the manner in which such instructions may be
given. Upon the written request of any Holder of Normal Units on such record
date, the Purchase Contract Agent shall endeavor insofar as practicable to vote
or cause to be voted, in accordance with the instructions set forth in such
request, the maximum number of Pledged Notes as to which any particular voting
instructions are received. In the absence of specific instructions from the
Holder of a Normal Unit, the Purchase Contract Agent shall abstain from voting
the Pledged Note underlying such Normal Unit. The Company hereby agrees, if
applicable, to solicit Holders of Normal Units to timely instruct the Purchase
Contract Agent in writing in order to enable the Purchase Contract Agent to vote
such Pledged Notes.
<PAGE>
                                                                              33


                  SECTION 4.3. SPECIAL EVENT REDEMPTION. Upon the occurrence of
         a Special Event Redemption prior to the successful remarketing of the
         Notes pursuant to the provisions of Section 5.4, the Company shall
         instruct in writing the Collateral Agent to apply, and upon such
         written instruction, the Collateral Agent shall apply, out of the
         aggregate Redemption Price for the Notes that are components of Normal
         Units, an amount equal to the Special Event Redemption Principal Amount
         to purchase on behalf of the Holders of Normal Units the Treasury
         Portfolio and promptly remit the remaining portion of such Redemption
         Price to the Purchase Contract Agent for payment to the Holders of such
         Normal Units. The Treasury Portfolio will be substituted for the
         Pledged Notes, and will be pledged to the Collateral Agent in
         accordance with the terms of the Pledge Agreement to secure the
         obligation of each Holder of a Normal Unit to purchase the Ordinary
         Shares under the Purchase Contract constituting a part of such Normal
         Unit. Following the occurrence of a Special Event Redemption prior to a
         successful remarketing of the Notes pursuant to the provisions of
         Section 5.4, the Holders of Normal Units and the Collateral Agent shall
         have such security interests, rights and obligations with respect to
         the Treasury Portfolio as the Holder of Normal Units and the Collateral
         Agent had in respect of the Notes, as the case may be, subject to the
         Pledge thereof as provided in Articles II, III, IV, V and VI of the
         Pledge Agreement, and any reference herein or in the Certificates to
         the Note shall be deemed to be a reference to such Treasury Portfolio
         and any reference herein or in the Certificates to interest on the
         Notes shall be deemed to be a reference to corresponding distributions
         on the Treasury Portfolio. The Company may cause to be made in any
         Normal Unit Certificates thereafter to be issued such change in
         phraseology and form (but not in substance) as may be appropriate to
         reflect the substitution of the Treasury Portfolio for Notes as
         collateral.

                  Upon the occurrence of a Special Event Redemption after the
successful remarketing of the Notes or after the Stock Purchase Date, the
Redemption Price will be payable in cash to the holders of the Notes.

                                    ARTICLE V

                     THE PURCHASE CONTRACTS; THE REMARKETING

         SECTION 5.1. PURCHASE OF ORDINARY SHARES. (a) Each Purchase Contract
shall, unless a Termination Event, an Early Settlement or a Merger Early
Settlement shall have occurred prior to the Stock Purchase Date, obligate the
Holder of the related Unit to purchase, and the Company to sell, on the Stock
Purchase Date at a price equal to $25 (the "Purchase Price"), a number of
validly issued, fully paid and non-assessable newly issued Ordinary Shares equal
to the Settlement Rate or, if we have fixed the Settlement Rate pursuant to
Section 5.1(f), the Fixed Accounting Event Settlement Rate. The "Settlement
Rate" is equal to,

                           (i)      if the Applicable Market Value (as defined
                  below) is equal to or greater than $80.60 (the "Threshold
                  Appreciation Price"), 0.3102 Ordinary Shares per Purchase
                  Contract (the "Minimum Settlement Rate"),

                           (ii)     if the Applicable Market Value is less than
                  the Threshold Appreciation Price, but is greater than $65.00
                  (the "Reference Price"), the number of Ordinary Shares per
                  Purchase Contract equal to the Purchase Price divided by the
                  Applicable Market Value, and
<PAGE>
                                                                              34


                           (iii)    if the Applicable Market Value is equal to
                  or less than the Reference Price, 0.3846 Ordinary Shares per
                  Purchase Contract (the "Maximum Settlement Rate"),

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

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

                  (c) The "Applicable Market Value" means the average of the
Closing Price per Ordinary Share on each of the 20 consecutive Trading Days
ending on the third Trading Day immediately preceding the Stock Purchase Date
or, in the event of a Cash Merger, the Cash Merger Date. The "Closing Price" of
the Ordinary Shares on any date of determination means the closing sale price
(or, if no closing sale price is reported, the last reported sale price) of the
Ordinary Shares on the New York Stock Exchange (the "NYSE") on such date or, if
the Ordinary Shares are not listed for trading on the NYSE on any such date, as
reported in the composite transactions for the principal United States
securities exchange on which the Ordinary Shares are so listed, or if the
Ordinary Shares are not so listed on a United States securities exchange, as
reported by The Nasdaq Stock Market, or, if the Ordinary Shares are not so
reported, the last quoted bid price for the Ordinary Shares in the
over-the-counter market as reported by the National Quotation Bureau or similar
organization, or, if such bid price is not available, the market value of the
Ordinary Shares on such date as determined by a nationally recognized
independent investment banking firm retained for this purpose by the Company. A
"Trading Day" means a day on which the Ordinary Shares (A) are not suspended
from trading on any national or regional securities exchange or association or
over-the-counter market at the close of business and (B) have traded at least
once on the national or regional securities exchange or association or
over-the-counter market that is the primary market for the trading of the
Ordinary Shares at the close of business on such day.

                  (d) Each Holder of a Unit, by its acceptance thereof,
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), agrees to be bound by the
terms and provisions thereof, covenants and agrees to perform its obligations
under such Purchase Contract, consents to the provisions hereof, irrevocably
authorizes the Purchase Contract Agent as its attorney-in-fact to enter into and
perform the Pledge Agreement on its behalf as its attorney-in-fact, and consents
to and agrees to be bound by the Pledge of the Notes, the Treasury Consideration
or the Treasury Securities pursuant to the Pledge Agreement; PROVIDED that upon
a Termination Event, the rights of the Holder of such Unit under the Purchase
Contract may be enforced without regard to any other rights or obligations.

                  (e) Upon registration of transfer of a Certificate, the
transferee shall be bound (without the necessity of any other action on the part
of such transferee) under the terms of this Agreement, the Purchase Contracts
underlying such Certificate and the Pledge Agreement, and the transferor shall
be released from the obligations under this Agreement, the Purchase
<PAGE>
                                                                              35


Contracts underlying the Certificate so transferred and the Pledge Agreement.
The Company covenants and agrees, and each Holder of a Certificate, by its
acceptance thereof, likewise covenants and agrees, to be bound by the provisions
of this paragraph.

                  (f) If an Accounting Settlement Rate Event occurs and is
continuing at any time prior to the earlier of the date of any successful
remarketing of the Notes and the Stock Purchase Date, the Company may elect to
fix the Settlement Rate in accordance with the Black-Scholes option pricing
formula for European call options as described under "Description of the Equity
Security Units--Fixed Accounting Event Settlement Rate Option Upon Accounting
Event" in the Company's prospectus supplement, dated December 6, 2005, to the
prospectus dated December 1, 2005(the "Fixing Formula") (the new Settlement Rate
referred to as the "Fixed Accounting Event Settlement Rate"). If the Company
elects to fix the Settlement Rate, the Company must prepare and transmit to the
Purchase Contract Agent an Officers' Certificate setting forth its intention to
fix the Settlement Rate. The Fixed Accounting Event Settlement Rate shall be
determined by a calculation agent selected by the Company in good faith, which
such calculation agent shall be a nationally recognized investment bank. Prior
to 10:00 a.m., New York City time, on the Business Day following the expiration
of the 20 consecutive Trading Day period commencing the third Trading Day
following the date of such Officers' Certificate, the Company will be required,
in accordance with Section 5.7, to prepare and transmit to the Purchase Contract
Agent an additional Officers' Certificate setting forth the calculation of the
Fixed Accounting Event Settlement Rate in accordance with the Fixing Formula and
the effective date of the Fixed Accounting Event Settlement Rate. In no event
will the Fixed Accounting Event Settlement Rate be greater than the Maximum
Settlement Rate, subject to adjustment as provided in Section 5.6. The Fixed
Accounting Event Settlement Rate will become effective at the open of business
two Business Days after the close of the 20 consecutive Trading Day period. The
Fixed Accounting Event Settlement Rate shall be adjusted in the same manner and
at the same time as the Settlement Rate and Fixed Settlement Rates pursuant to
Section 5.6. The Fixed Accounting Event Settlement Rate determined by the
Calculation Agent shall be conclusive, absent manifest error.

         SECTION 5.2. CONTRACT ADJUSTMENT PAYMENTS. (a) Contract Adjustment
Payments shall accumulate on each Purchase Contract constituting a part of a
Unit at 1.75% per year of the Stated Amount of such Unit, from December 9, 2005
through but excluding the Stock Purchase Date, PROVIDED that no Contract
Adjustment Payment shall accrue after an Early Settlement or Merger Early
Settlement. Subject to Section 5.3, the Company shall pay, on each Payment Date,
the Contract Adjustment Payments, if any, payable in respect of each Purchase
Contract to the Person in whose name a Certificate (or one or more Predecessor
Certificates) is registered on the Register at the close of business on the
Record Date next preceding such Payment Date in such coin or currency of the
United States as at the time of payment shall be legal tender for payments. The
Contract Adjustment Payments, if any, will be payable at the office of the
Purchase Contract Agent in the Borough of Manhattan, New York City, or, if the
Units do not remain in book-entry only form, at the option of the Company, by
check mailed to the address of the Person entitled thereto at such Person's
address as it appears on the Register or by wire transfer to the account
maintained in the United States designated by written notice given ten Business
Days prior to the applicable payment date by such Person.
<PAGE>
                                                                              36


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

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

                  (d) Subject to Sections 5.4, 5.9 and 5.10, in the case of any
Unit with respect to which Early Settlement or Merger Early Settlement of the
underlying Purchase Contract is effected on an Early Settlement Date or a Merger
Early Settlement Date, respectively, or in respect of which Cash Settlement of
the underlying Purchase Contract is effected on the thirteenth Business Day
immediately preceding the Stock Purchase Date, or with respect to which a
Collateral Substitution or a reestablishment of a Normal Unit pursuant to
Section 3.14 is effected, in each case on a date that is after any Record Date
and on or prior to the next succeeding Payment Date, Contract Adjustment
Payments on the Purchase Contract underlying such Unit otherwise payable on such
Payment Date shall be payable on such Payment Date notwithstanding such Cash
Settlement, Early Settlement, Merger Early Settlement, Collateral Substitution
or a reestablishment of Normal Units, and such Contract Adjustment Payments
shall, subject to receipt thereof by the Purchase Contract Agent, be payable to
the Person in whose name the Certificate evidencing such Unit (or one or more
Predecessor Certificates) was registered at the close of business on such Record
Date. Except as otherwise expressly provided in the immediately preceding
sentence, in the case of any Unit with respect to which Early Settlement or
Merger Early Settlement on an Early Settlement Date or Merger Early Settlement
Date, as the case may be, Contract Adjustment Payments, if any, that would
otherwise be payable after the Early Settlement Date, or Merger Early Settlement
Date, with respect to such Purchase Contract shall not be payable.

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

                  (f) Subject to the provisions of Section 5.8, in the event (x)
of any payment by, or distribution of assets of, the Company of any kind or
character, whether in cash, property or securities, to creditors upon any
dissolution, winding-up, liquidation or reorganization of the Company, whether
voluntary or involuntary or in bankruptcy, insolvency, receivership or other
proceedings, or (y) subject to the provisions of Section 5.2(h) below, that (i)
a default shall have occurred and be continuing with respect to the payment of
principal, interest or any other monetary amounts due and payable on any Senior
Indebtedness and such default shall have continued beyond the period of grace,
if any, specified in the instrument evidencing such Senior Indebtedness (and the
Purchase Contract Agent shall have received written notice thereof from the
Company or one or more holders of Senior Indebtedness or their representative or
representatives or the trustee or trustees under any indenture pursuant to which
any such Senior
<PAGE>
                                                                              37


Indebtedness may have been issued), or (ii) the maturity of any Senior
Indebtedness shall have been accelerated because of a default in respect of such
Senior Indebtedness (and the Purchase Contract Agent shall have received written
notice thereof from the Company or one or more holders of Senior Indebtedness or
their representative or representatives or the trustee or trustees under any
indenture pursuant to which any such Senior Indebtedness may have been issued),
then:

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

                           (ii)     any payment by, or distribution of assets
                  of, the Company of any kind or character, whether in cash,
                  property or securities, to which the Holders of any of the
                  Units would be entitled except for the provisions of Sections
                  5.2(e) through (q), including any such payment or distribution
                  which may be payable or deliverable by reason of the payment
                  of any other indebtedness of the Company being subordinated to
                  the payment of such Contract Adjustment Payments on the
                  Purchase Contracts underlying the Units, shall be paid or
                  delivered by the Person making such payment or distribution,
                  whether a trustee in bankruptcy, a receiver or liquidating
                  trustee or otherwise, directly to the holders of such Senior
                  Indebtedness or their representative or representatives or to
                  the trustee or trustees under any indenture under which any
                  instruments evidencing any of such Senior Indebtedness may
                  have been issued, ratably according to the aggregate amounts
                  remaining unpaid on account of such Senior Indebtedness held
                  or represented by each, to the extent necessary to make
                  payment in full of all Senior Indebtedness remaining unpaid
                  after giving effect to any concurrent payment or distribution
                  (or provision therefor) to the holders of such Senior
                  Indebtedness, before any payment or distribution is made of
                  such Contract Adjustment Payments to the Holders of such
                  Units; and

                           (iii)    in the event that, notwithstanding the
                  foregoing, any payment by, or distribution of assets of, the
                  Company of any kind or character, whether in cash, property or
                  securities, including any such payment or distribution which
                  may be payable or deliverable by reason of the payment of any
                  other indebtedness of the Company being subordinated to the
                  payment of Contract Adjustment Payments or Deferred Contract
                  Adjustment Payments on the Purchase Contracts underlying the
                  Units, shall be received by the Purchase Contract Agent or the
                  Holders of any of the Units when such payment or distribution
                  is prohibited pursuant to Sections 5.2(e) through (q), such
                  payment or distribution shall be paid over to the holders of
                  such Senior Indebtedness or their representative or
                  representatives or to the trustee or trustees under any
                  indenture pursuant to which any instruments evidencing any
                  such Senior Indebtedness may have been issued, ratably as
                  aforesaid, for application to the payment of all Senior
                  Indebtedness
<PAGE>
                                                                              38


                  remaining unpaid until all such Senior Indebtedness shall have
                  been paid in full, after giving effect to any concurrent
                  payment or distribution (or provision therefor) to the holders
                  of such Senior Indebtedness.

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

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

                  (i) Subject to the payment in full of all Senior Indebtedness,
the Holders of the Purchase Contracts underlying the Units shall be subrogated
(equally and ratably with the holders of all obligations of the Company which by
their express terms are subordinated to Senior Indebtedness of the Company to
the same extent as payment of the Contract Adjustment Payments or Deferred
Contract Adjustment Payments in respect of the Purchase Contracts underlying the
Units is subordinated and which are entitled to like rights of subrogation) to
the rights of the holders of Senior Indebtedness to receive payments or
distributions of cash, property or securities of the Company applicable to the
Senior Indebtedness until all such Contract Adjustment Payments or Deferred
Contract Adjustment Payments owing on the Purchase Contracts underlying the
Units shall be paid in full, and as between the Company, its creditors other
than holders of such Senior Indebtedness and the Holders, no such payment or
distribution made to the holders of Senior Indebtedness by virtue of Sections
5.2(e) through (q) that otherwise would have been made to the Holders shall be
deemed to be a payment by the Company on account of such Senior Indebtedness, it
being understood that the provisions of
<PAGE>
                                                                              39


Sections 5.2(e) through (q) are and are intended solely for the purpose of
defining the relative rights of the Holders, on the one hand, and the holders of
Senior Indebtedness, on the other hand.

                  (j) Nothing contained in Sections 5.2(e) through (q) or
elsewhere in this Agreement or in the Units is intended to or shall impair, as
among the Company, its creditors other than the holders of Senior Indebtedness
and the Holders, the obligation of the Company, which, subject to the occurrence
of a Termination Event as described in Section 5.2(b) and the Company's right
pursuant to Section 5.3 to defer Contract Adjustment Payments, is absolute and
unconditional, to pay to the Holders such Contract Adjustment Payments on the
Purchase Contracts underlying the Units as and when the same shall become due
and payable in accordance with their terms, or is intended to or shall affect
the relative rights of the Holders and creditors of the Company other than the
holders of Senior Indebtedness, nor shall anything herein or therein prevent the
Purchase Contract Agent or any Holder from exercising all remedies otherwise
permitted by applicable law upon default under this Agreement, subject to the
rights, if any, under these Sections 5.2(e) through (q), of the holders of
Senior Indebtedness in respect of cash, property or securities of the Company
received upon the exercise of any such remedy.

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

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

                  (m) Nothing contained in Sections 5.2(e) through (q) shall
affect the obligations of the Company to make, or prevent the Company from
making, payment of the Contract Adjustment Payments, except as provided in these
Sections 5.2(e) through (q).
<PAGE>
                                                                              40


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

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

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

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

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

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

         SECTION 5.3. DEFERRAL OF CONTRACT ADJUSTMENT PAYMENTS. (a) The Company
shall have the right, at any time prior to the Stock Purchase Date, to defer the
payment of any or all of the
<PAGE>
                                                                              41


Contract Adjustment Payments otherwise payable on any Payment Date, but only if
the Company shall give the Holders and the Purchase Contract Agent written
notice of its election to defer each such deferred Contract Adjustment Payment
(specifying the amount to be deferred) at least ten Business Days prior to the
earlier of (i) the next succeeding Payment Date or (ii) the date the Company is
required to give notice of the Payment Date with respect to payment of such
Contract Adjustment Payments to the NYSE or other applicable self-regulatory
organization or to Holders of the Units, but in any event not less than one
Business Day prior to such Record Date. Any Contract Adjustment Payments so
deferred shall, to the extent permitted by law, accrue additional Contract
Adjustment Payments thereon at the rate of 7.00% per year (computed on the basis
of a 360-day year of twelve 30-day months), compounding on each succeeding
Payment Date, until paid in full (such deferred installments of Contract
Adjustment Payments, if any, together with the additional Contract Adjustment
Payments, if any, accrued thereon, being referred to herein as the "Deferred
Contract Adjustment Payments"). Deferred Contract Adjustment Payments, if any,
shall be due on the next succeeding Payment Date except to the extent that
payment is deferred pursuant to this Section 5.3. No Contract Adjustment
Payments may be deferred to a date that is after the Settlement Date and no such
deferral period may end other than on a Payment Date. If the Purchase Contracts
are terminated upon the occurrence of a Termination Event or Early Settlement,
the Holder's right to receive Contract Adjustment Payments, if any, and any
Deferred Contract Adjustment Payments, will terminate.

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

                  (c) In the event that the Company elects to defer the payment
of Contract Adjustment Payments on the Purchase Contracts until the Stock
Purchase Date, each Holder will receive on the Stock Purchase Date a cash
payment equal to the aggregate amount of Deferred Contract Adjustment Payments
payable to such Holder (net of any required tax withholding on such Deferred
Contract Adjustment Payment, which shall be remitted to the appropriate taxing
jurisdiction).

                  (d) In the event the Company exercises its option to defer the
payment of Contract Adjustment Payments then, until the date on which the
Deferred Contract Adjustment Payments have been paid, the Company shall not, and
will not permit any subsidiary of the Company to, declare or pay dividends on,
make distributions with respect to, or redeem, purchase or acquire, or make a
liquidation payment with respect to, any of the Company's Ordinary Shares other
than:

                           (i)      repurchases, redemptions or acquisitions of
                  Ordinary Shares of the Company in connection with any
                  employment contract, benefit plan or other similar arrangement
                  with or for the benefit of employees, officers, directors or
                  agents or a share purchase or dividend reinvestment plan, or
                  the satisfaction by the Company of its obligations pursuant to
                  any contract or security outstanding on the date the Company
                  exercises its right to defer the payment of Contract
                  Adjustment Payments;
<PAGE>
                                                                              42


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

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

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

                           (v)      redemptions, exchanges or repurchases of any
                  rights outstanding under a shareholder rights plan on the date
                  the Company exercises its right to defer the payment of
                  Contract Adjustment Payments or the declaration or payment
                  thereunder of a dividend or distribution of or with respect to
                  rights in the future, or the redemption or repurchase of any
                  rights pursuant thereto.

         SECTION 5.4. PAYMENT OF PURCHASE PRICE; REMARKETING. (a) Unless a
Special Event Redemption or Termination Event has occurred, or a Holder of a
Unit has settled the underlying Purchase Contract through an Early Settlement
pursuant to Section 5.9 or a Merger Early Settlement pursuant to Section 5.10,
each Holder of a Normal Unit may pay in cash ("Cash Settlement") the Purchase
Price for the Ordinary Shares to be purchased pursuant to a Purchase Contract if
such Holder notifies the Purchase Contract Agent by surrender of the Normal Unit
Certificate, if in certificated form, and delivery of a notice in substantially
the form of Exhibit E hereto of its intention to make a Cash Settlement. Such
notice shall be made on or prior to 5:00 p.m., New York City time, on the
thirteenth Business Day immediately preceding the Stock Purchase Date. The
Purchase Contract Agent shall promptly notify the Collateral Agent of the
receipt of such a notice from a Holder intending to make a Cash Settlement.

                           (i)      A Holder of a Normal Unit who has so
                  notified the Purchase Contract Agent of its intention to make
                  a Cash Settlement is required to pay the Purchase Price to the
                  Collateral Agent prior to 5:00 p.m., New York City time, on
                  the thirteenth Business Day immediately preceding the Stock
                  Purchase Date in lawful money of the United States by
                  certified or cashier's check or wire transfer, in each case in
                  immediately available funds payable to or upon the order of
                  the Collateral Agent for deposit in the Collateral Account.
                  Any cash received by the Collateral Agent will be paid to the
                  Company on the Stock Purchase Date in settlement of the
                  Purchase Contract in accordance with the terms of this
                  Agreement and the Pledge Agreement, and any funds received by
                  the Collateral Agent in excess of the Purchase Price for the
                  Ordinary Shares to be purchased by such Holder shall be
                  distributed to the Purchase Contract Agent when received for
                  payment to the Holder.
<PAGE>
                                                                              43


                           (ii)     If a Holder of a Normal Unit fails to notify
                  the Purchase Contract Agent of its intention to make a Cash
                  Settlement in accordance with paragraph (a)(i) above, the
                  Holder shall be deemed to have consented to the disposition of
                  the Pledged Notes pursuant to the remarketing as described in
                  paragraph (b) below. If a Holder of a Normal Unit does notify
                  the 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)(i)
                  above, the Holder shall be deemed to have consented to the
                  disposition of the Pledged Notes pursuant to the remarketing
                  as described in paragraph (b) below.

                  (b) (i) Unless a Special Event Redemption has occurred, the
Company shall engage, no later than 30 days prior to the Remarketing Date, a
nationally recognized investment bank (the "Remarketing Agent") pursuant to a
Remarketing Agreement to be entered into between the Company and the Remarketing
Agent, but providing for remarketing procedures substantially as set forth below
to sell the Notes of Holders of Normal Units, other than Holders that have
elected not to participate in the remarketing pursuant to the procedures set
forth in clause (iv) below, and holders of Separate Notes that have elected to
participate in the remarketing pursuant to the procedures set forth in Section
4.5(d) of the Pledge Agreement and Section 2.20 of the Third Supplemental
Indenture. The Company or the Purchase Contract Agent, at the Company's request,
shall notify (the "Remarketing Notice"), not later than 10:00 a.m. (New York
City time) on the seventh Business Day immediately preceding the Remarketing
Date, Holders of Normal Units, and holders of Separate Notes, of the remarketing
to take place on the Remarketing Date, and if necessary, on the eighth Business
Day immediately preceding the Stock Purchase Date, and if necessary, on the
seventh Business Day immediately preceding the Stock Purchase Date, and if
necessary, on the sixth Business Day immediately preceding the Stock Purchase
Date, and if necessary, on the fifth Business Day immediately preceding the
Stock Purchase Date, and if necessary, on the fourth Business Day immediately
preceding the Stock Purchase Date, and if necessary, on the third Business Day
immediately preceding the Stock Purchase Date (each such date other than the
Remarketing Date a "Subsequent Remarketing Date") (and if such Normal Units or
Separate Notes are held in global form, the Company, or the Purchase Contract
Agent, at the Company's request, will cause the Clearing Agency to notify the
Clearing Agency Participants of such remarketing by no later than the seventh
Business Day preceding the Remarketing Date). The Remarketing Notice will
include the amount of cash that must be delivered by the Holders of Normal Units
that elect not to participate in the remarketing and the deadline for such
delivery, as well as information with respect to the exercise of the Put Right
(as defined in the Third Supplemental Indenture). The Purchase Contract Agent
shall notify, by 10:00 a.m., New York City time, on the eleventh Business Day
immediately preceding the Stock Purchase Date, the Remarketing Agent and the
Collateral Agent of the aggregate principal amount of Notes of Normal Unit
Holders to be remarketed. On the eleventh Business Day preceding the Stock
Purchase Date, no later than by 10:00 a.m., New York City time, pursuant to the
terms of the Pledge Agreement, the Custodial Agent will notify the Remarketing
Agent of the aggregate principal amount of Separate Notes to be remarketed. No
later than 10:00 a.m., New York City time, on the tenth Business Day immediately
preceding the Stock Purchase Date, the Collateral Agent and the Custodial Agent,
pursuant to the terms of the Pledge Agreement, will deliver for remarketing to
the Remarketing Agent all Notes to be remarketed. Upon receipt of such notice
from the Purchase Contract Agent and the Custodial Agent and such Notes from the
Collateral Agent and the Custodial Agent, the
<PAGE>
                                                                              44


Remarketing Agent will, on the Remarketing Date, and if necessary, on each
Subsequent Remarketing Date, use its reasonable best efforts to sell such Notes
on such dates at an aggregate price equal to 100.25% of the aggregate principal
amount of such Notes. If the Remarketing Agent is able to remarket such Notes at
a price equal to 100.25% of the aggregate principal amount of such Notes, the
proceeds will be paid to the Collateral Agent, on behalf of the Company, in
direct settlement of the obligations of the Holders under the related Purchase
Contracts to purchase Ordinary Shares of the Company. In the event of a
successful remarketing pursuant to this Section 5.4, the Remarketing Agent will
deduct as a remarketing fee an amount not exceeding 25 basis points (0.25%) of
the Remarketing Value of such Notes (the "Remarketing Fee"). The Remarketing
Agent will remit (1) to the Custodial Agent, for the benefit of the holders of
Separate Notes that were remarketed, the portion of the proceeds from the
remarketing attributable to such Separate Notes and (2) the remaining portion of
the proceeds, less those proceeds paid to the Collateral Agent, for the benefit
of the Company, and used to pay the Company in direct settlement of the Holders'
obligations under the Purchase Contracts, to the Purchase Contract Agent for the
benefit of the Holders of the Normal Units that were remarketed, all determined
on a pro rata basis, in each case, on or prior to the third Business Day
following the date on which the Notes were successfully remarketed. Holders
whose Notes are so remarketed will not otherwise be responsible for the payment
of any Remarketing Fee in connection therewith.

                           (ii)     If, in spite of using its reasonable best
                  efforts, the Remarketing Agent cannot remarket the Notes
                  included in the remarketing at a price equal to 100.25% of the
                  principal amount of the Notes included in the remarketing on
                  the Remarketing Date, the Remarketing Agent will attempt to
                  establish a Remarketing Rate meeting these requirements on
                  each of the Subsequent Remarketing Dates. If, in spite of
                  using its reasonable best efforts, the Remarketing Agent fails
                  to remarket the Notes included in the remarketing at a price
                  equal to 100.25% of the principal amount of the Notes included
                  in the remarketing on or before 4:00 p.m., New York City time
                  on the third Business Day immediately preceding the Stock
                  Purchase Date, the remarketing will be deemed to have failed
                  (the "Last Failed Remarketing"), and in this case, the
                  Remarketing Agent will agree to advise the Collateral Agent in
                  writing that it cannot remarket the Notes. Within three
                  Business Days following the date of the Last Failed
                  Remarketing, the Remarketing Agent shall return any Notes
                  delivered to it to the Collateral Agent and the Custodial
                  Agent, as applicable. The Collateral Agent, for the benefit of
                  the Company may exercise its rights as a secured party with
                  respect to such Notes, including those actions specified in
                  (b) (iii) below; PROVIDED that if upon the Last Failed
                  Remarketing, the Collateral Agent exercises such rights for
                  the benefit of the Company with respect to such Notes, any
                  accumulated and unpaid interest on such Notes will become
                  payable by the Company to the Purchase Contract Agent for
                  payment to the Holders of the Normal Units to which such Notes
                  relate. Such payment will be made by the Company on or prior
                  to 2:00 p.m., New York City time, on the Stock Purchase Date
                  in lawful money of the United States by certified or cashier's
                  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 and of
                  the Last Failed Remarketing to be published before 9:00 a.m.,
<PAGE>
                                                                              45


                  New York City time, on the Business Day following each failed
                  remarketing and the Last Failed Remarketing, as the case may
                  be. The Company will also release this information by means of
                  Bloomberg and Reuters newswire (or any successor or equivalent
                  of such newswires).

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

                           (iv)     A Holder of Normal Units may elect not to
                  participate in the remarketing and retain the Notes underlying
                  such Units by notifying the Purchase Contract Agent of such
                  election and delivering the requisite amount of cash in lawful
                  money of the United States by certified or cashier's check or
                  wire transfer, in each case, in immediately available funds,
                  equal to the Purchase Price per Purchase Contract (the "Cash
                  Consideration") to the Purchase Contract Agent not later than
                  5:00 p.m. New York City time on the thirteenth Business Day
                  prior to the Stock Purchase Date as set forth in the
                  Remarketing Notice and following the procedures to exchange
                  its Normal Units for Stripped Units (substituting references
                  to Treasury Securities with references to Cash Consideration)
                  as described in Section 3.13 (an "Opt-Out"). In such event,
                  all references to the Treasury Securities or Pledged Treasury
                  Securities herein, including for purposes of Sections 3.15 and
                  5.8, shall be deemed to include such Cash Consideration in
                  addition to the Treasury Securities. Upon receipt thereof by
                  the Purchase Contract Agent, the Purchase Contract Agent shall
                  deliver such Cash Consideration to the Collateral Agent, which
                  will for the benefit of the Company, thereupon apply such Cash
                  Consideration to secure such Holder's obligations under the
                  Purchase Contracts. On the Business Day immediately preceding
                  the first day of the Remarketing Period, the Collateral Agent,
                  pursuant to the terms of the Pledge Agreement, will deliver
                  the Pledged Notes of such Holder to the Purchase Contract
                  Agent and within three Business Days thereof, the Purchase
                  Contract Agent shall distribute such Notes to the Holders
                  thereof. A Holder that does not so deliver the requisite Cash
                  Consideration or does not so notify the Agent of its election
                  not to participate in the remarketing pursuant to this clause
                  (iv) shall be deemed to have elected to participate in the
                  remarketing. Any Cash Consideration received by the Collateral
                  Agent will be paid to the Company on the Stock Purchase Date
                  in settlement of the Purchase Contract in accordance with the
                  terms of this Agreement and the Pledge Agreement, and any
                  funds received by the Collateral Agent in excess of the
                  Purchase Price for the Ordinary Shares to be purchased by such
                  Holder shall be distributed to the Purchase Contract Agent
                  when received for payment to the Holder.

                  (c) Upon the maturity of the Pledged Treasury Securities
underlying the Stripped Units and, in the event of a Special Event Redemption,
the Pledged Treasury Consideration
<PAGE>
                                                                              46


underlying the Normal Units, on the Stock Purchase Date the Collateral Agent
shall remit to the Company an amount equal to the aggregate Purchase Price
applicable to such Units, as payment for the Ordinary Shares issuable upon
settlement thereof without needing to receive any instructions from the Holders
of such Units. In the event the payments in respect of the Pledged Treasury
Securities or the Pledged Treasury Consideration underlying a Unit is in excess
of the Purchase Price of the Purchase Contract being settled thereby, the
Collateral Agent will distribute such excess to the Purchase Contract Agent for
the benefit of the Holder of such Unit when received.

                  (d) Any distribution to Holders of excess funds and interest
described in Section 5.4 (b) and (c) above shall be payable at the office of the
Purchase Contract Agent in the Borough of Manhattan, New York City, or, if the
Units do not remain in book-entry only form, at the option of the Company, by
check mailed to the address of the Person entitled thereto at such Person's
address as it appears on the Register or by wire transfer to the account
maintained in the United States designated by written notice given ten Business
Days prior to the applicable payment date by such Person.

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

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

         SECTION 5.5. ISSUANCE OF ORDINARY SHARES. Unless a Termination Event
shall have occurred on or prior to the Stock Purchase Date or an Early
Settlement or a Merger Early Settlement shall have occurred, on the Stock
Purchase Date, upon the Company's receipt of payment in full of the Purchase
Price for the Ordinary Shares purchased by the Holders pursuant to the foregoing
provisions of this Article and subject to Section 5.6(b) or the Company's
exercise of its rights as a secured party pursuant to Section 5.4(b)(iii), the
Company shall issue and deposit with the Purchase Contract 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 both a record date and payment date for such dividend or distribution
has occurred after the Stock Purchase Date, being hereinafter referred to as the
"Purchase Contract Settlement Fund"), to which the Holders are entitled
hereunder. Subject to the foregoing, upon surrender of a Certificate to the
Purchase Contract Agent on or after the Stock Purchase Date, together with
settlement instructions thereon duly completed and executed, the Holder of such
Certificate shall be entitled to receive in exchange therefor a certificate
representing that number of whole
<PAGE>
                                                                              47


Ordinary Shares which such Holder is entitled to receive pursuant to the
provisions of this Article V (after taking into account all Units then held by
such Holder) together with cash in lieu of fractional shares as provided in
Section 5.12 and any dividends or distributions with respect to such shares
constituting part of the Purchase Contract Settlement Fund, but without any
interest thereon, and the Certificate so surrendered shall forthwith be
cancelled. Such shares shall be registered in the name of the Holder or the
Holder's designee as specified in the settlement instructions provided by the
Holder to the Purchase Contract 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 such Certificate or has
established to the satisfaction of the Company that such tax either has been
paid or is not payable.

         SECTION 5.6. ADJUSTMENT OF SETTLEMENT RATE.

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

         (1)      Adjustment for Change in Capital Stock. If, after the date of
this Agreement, the Company: (A) pays a dividend or makes another distribution
to all holders of the Company's Ordinary Shares payable exclusively in Ordinary
Shares on the Company's Ordinary Shares; (B) subdivides or splits the
outstanding Ordinary Shares into a greater number of shares; or (C) combines the
outstanding Ordinary Shares into a smaller number of shares, then the Fixed
Settlement Rates in effect immediately prior to such action shall be adjusted so
that the Holder of a Purchase Contract forming a part of a Unit thereafter
settled may receive the number of Ordinary Shares which such Holder would have
owned immediately following such action if such Holder had settled the Purchase
Contract immediately prior to such action.

         The adjustment shall become effective immediately after the record date
in the case of a dividend, distribution or subdivision and immediately after the
effective date in the case of a combination.

         (2)      Adjustment for Rights Issue. If, after the date of this
Agreement, the Company distributes any rights, options or warrants to all
holders of the Company's Ordinary Shares entitling them to purchase or subscribe
for, for a period expiring within 60 days, Ordinary Shares at a price per share
less than the Current Market Price as of the Time of Determination (except that
no adjustment will be made if Holders of the Units may participate in the
distribution on a basis and with the notice that the Company's Board of
Directors determines to be fair and appropriate), each Fixed Settlement Rate
shall be adjusted in accordance with the formula:

                          (O + N)
         R' =   R x   ----------------
                      (O + (N x P)/M)

where:

         R' = the applicable adjusted Fixed Settlement Rate.
<PAGE>
                                                                              48


         R = the applicable current Fixed Settlement Rate.

         O = the number of Ordinary Shares outstanding on the record date for
the distribution to which this Section 5.6(a)(2) is being applied.

         N = the number of additional Ordinary Shares offered pursuant to the
distribution.

         P = the offering price per share of the additional shares.

         M = the Current Market Price.

         The adjustment shall become effective immediately after the record date
for the determination of shareholders entitled to receive the rights, warrants
or options to which this Section 5.6(a)(2) applies. If all of the Ordinary
Shares subject to such rights, warrants or options have not been issued when
such rights, warrants or options expire, then the Fixed Settlement Rates shall
promptly be readjusted to the Fixed Settlement Rates which would then be in
effect had the adjustment upon the issuance of such rights, warrants or options
been made on the basis of the actual number of Ordinary Shares issued upon the
exercise of such rights, warrants or options. No adjustment shall be made under
this Section 5.6(a)(2) if the application of the formula stated above in this
Section 5.6(a)(2) would result in a value of R' that is equal to or less than
the value of R.

         (3)      Adjustments for Other Distributions. If, after the date of
this Agreement, the Company dividends or distributes to all holders of its
Ordinary Shares any of its debt, Capital Stock, securities or assets or any
rights, warrants or options to purchase securities of the Company (including
securities or cash, but excluding (x) distributions of Capital Stock referred to
in Section 5.6(a)(1)(A) and distributions of rights, warrants or options
referred to in Section 5.6(a)(2) and (y) dividends or distributions that are
paid exclusively in cash) each Fixed Settlement Rate shall be adjusted, subject
to the provisions of the last paragraph of this Section 5.6(a)(3), in accordance
with the formula:


                           M
         R'     =  R  x  -----
                         (M-F)

where:

         R' = the applicable adjusted Fixed Settlement Rate.

         R = the applicable current Fixed Settlement Rate.

         M = the Current Market Price.
<PAGE>
                                                                              49


         F = the fair market value (on the record date for the distribution to
which this Section 5.6(a)(3) applies) of the debt, Capital Stock, assets,
securities, rights, warrants or options to be distributed in respect of each
Ordinary Share in the distribution to which this Section 5.6(a)(3) is being
applied (including, in the case of cash dividends or other cash distributions
giving rise to an adjustment, all such cash distributed concurrently).

         In the event the Company distributes shares of Capital Stock of a
subsidiary, the Fixed Settlement Rates will be adjusted, if at all, based on the
market value of the subsidiary stock so distributed relative to the market value
of the Ordinary Shares, as discussed below. The Board of Directors shall
determine fair market values for the purposes of this Section 5.6(a)(3), except
that in respect of a dividend or other distribution of shares of Capital Stock
of any class or series, or similar equity interests, of or relating to a
subsidiary or other business unit of the Company (a "Spin-off"), the fair market
value of the securities to be distributed shall equal the average of the daily
Closing Prices of those securities for the five consecutive Trading Days
commencing on and including the sixth day of trading of those securities after
the effectiveness of the Spin-off. In the event, however, that an underwritten
initial public offering of the securities in the Spin-off occurs simultaneously
with the Spin-off, fair market value of the securities distributed in the
Spin-off shall mean the initial public offering price of such securities and the
Current Market Price shall mean the Closing Price for the Ordinary Shares on the
same Trading Day.

         The adjustment shall become effective immediately after the record date
for the determination of shareholders entitled to receive the distribution to
which this Section 5.6(a)(3) applies, except that an adjustment related to a
Spin-off shall become effective at the earlier to occur of (i) 10 Trading Days
after the effective date of the Spin-off and (ii) the initial public offering of
the securities distributed in the Spin-off.

         (4)      Cash Distributions. In case the Company or any of its
subsidiaries (other than distributions by the Company's subsidiaries solely to
the Company) shall, by dividend or otherwise, pay regular quarterly, semi-annual
or annual cash dividends or make any other distributions consisting exclusively
of cash to all holders of its Ordinary Shares, excluding any cash dividend or
distribution on the Ordinary Shares to the extent that the aggregate cash
dividend or distribution per Ordinary Share in any quarter does not exceed $0.38
(the "Dividend Threshold Amount") (the Dividend Threshold Amount is subject to
adjustment on an inversely proportional basis whenever there are adjustments to
the Fixed Settlement Rates, provided that (i) no adjustment shall be made to the
Dividend Threshold Amount for any adjustment made pursuant to this clause (4)
and (ii) no adjustment shall be made pursuant to this clause (4) as a result of
the $0.50 cash dividend per Ordinary Share payable by the Company in the fourth
quarter of 2005 declared on [_________ __], 2005) then, in such case, the Fixed
Settlement Rates in effect at the close of business on the date fixed for the
determination of shareholders entitled to receive such dividend or distribution
shall be adjusted by dividing such rate by a fraction of which the numerator
shall be the Current Market Price per Ordinary Share on such date less the
amount of cash so distributed applicable to one Ordinary Share in excess of the
Dividend Threshold Amount; and the denominator shall be the Current Market Price
per Ordinary Share on such date, such adjustment to be effective at the opening
of business on the day following the date fixed for the determination of
shareholders entitled to receive such dividend or distribution; provided that if
the portion of the cash so distributed applicable to one
<PAGE>
                                                                              50


Ordinary Share in excess of the Dividend Threshold Amount is equal to or greater
than the Current Market Price on such date, in lieu of the foregoing adjustment,
adequate provision shall be made so that each Holder of a Unit shall have the
right to receive upon settlement of the Purchase Contracts such excess amount.
In the event that such dividend or distribution is not so paid or made, the
Fixed Settlement Rates shall again be adjusted to be the Fixed Settlement Rates
that would then be in effect if such dividend or distribution had not been
declared.

         (5)      Adjustment for Company Tender Offer. If, after the date of
this Agreement, the Company or any subsidiary of the Company pays holders of the
Ordinary Shares in respect of a tender or exchange offer, other than an odd-lot
offer, by the Company or any of its subsidiaries for Ordinary Shares to the
extent that the offer involves aggregate consideration that, together with (i)
any cash and the fair market value of any other consideration payable in respect
of any tender offer by the Company or any of its subsidiaries for shares of
Ordinary Shares consummated within the preceding 12 months not triggering a
Settlement Rate adjustment and (ii) all-cash distributions to all or
substantially all holders of Ordinary Shares made within the preceding 12 months
(other than regular quarterly, semi-annual or annual cash dividends), exceeds an
amount equal to 12.5% of the market capitalization of the Ordinary Shares on the
expiration date of the tender offer, the Fixed Settlement Rates shall be
increased so that the same shall equal the price determined by multiplying the
applicable Fixed Settlement Rates in effect immediately prior to the
effectiveness of the Fixed Settlement Rate increase contemplated by this Section
5.6(a)(5) by a fraction of which the denominator shall be the number of Ordinary
Shares outstanding (including any tendered or exchanged shares) at the last time
tenders or exchanges may be made pursuant to such tender or exchange offer (the
"Expiration Time") multiplied by the current market value per Ordinary Share on
the Trading Day on the NYSE next succeeding the Expiration Time and the
numerator shall be the sum of (x) the fair market value (determined as
aforesaid) of the aggregate consideration payable to stockholders based on the
acceptance (up to any maximum specified in the terms of the tender or exchange
offer) of all shares validly tendered or exchanged 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") and (y) the product of the number of
Ordinary Shares (less any Purchased Shares) at the Expiration Time and the
current market value per Ordinary Share on the Trading Day on the NYSE next
succeeding the Expiration Time, such increase to become effective immediately
prior to the opening of business on the day following the Expiration Time.

         (6)      Calculation of Adjustments. All adjustments to the Fixed
Settlement Rates shall be calculated by the Company to the nearest 1/10,000th of
an Ordinary Share (or if there is not a nearest 1/10,000th of a share, to the
next lower 1/10,000th of a share). No adjustment to the Settlement Rate shall be
required unless such adjustment would require an increase or a decrease of at
least one percent; provided that any adjustments not made shall be carried
forward and taken into account in any subsequent adjustment and notwithstanding
whether or not such one percent threshold shall have been met, all such
adjustments shall be made on the Stock Purchase Date. If an adjustment is made
to the Fixed Settlement Rates pursuant to paragraph (1) through (5) or (7) of
this Section 5.6(a), an adjustment shall also be made to the Applicable Market
Value solely to determine which of clauses (i), (ii) or (iii) of the definition
of Settlement Rate in Section 5.1(a) will apply on the Stock Purchase Date. Such
adjustment shall be made by multiplying the Applicable Market Value by a
fraction, the numerator of which shall be the applicable Fixed
<PAGE>
                                                                              51


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

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

         (8)      When No Adjustment Required. No adjustment to the Fixed
Settlement Rates need be made as a result of: (i) the issuance of the rights;
(ii) the distribution of separate certificates representing the rights; (iii)
the exercise or redemption of the rights in accordance with any rights
agreement; or (iv) the termination or invalidation of the rights, in each case,
pursuant to the Company's stockholders rights plan existing on the date of this
Agreement, as amended, modified, or supplemented from time to time or any newly
adopted stockholders rights plans; provided, however that to the extent that the
Company has a stockholder rights plan in effect upon settlement of a Purchase
Contract (including the Company's rights plan existing on the date of this
Agreement), the Holder shall receive, in addition to the Ordinary Shares, the
rights under such rights plan, unless, prior to any settlement of a Purchase
Contract, the rights have separated from the Ordinary Shares, in which case the
Fixed Settlement Rates will be adjusted at the time of separation as if the
Company made a distribution to all holders of its Ordinary Shares as described
in clause (3) above, subject to readjustment in the event of the expiration,
termination or redemption of the rights. In addition, no adjustment to the Fixed
Settlement Rates need be made:

                  (A) upon the issuance of any Ordinary Shares pursuant to any
         present or future plan providing for the reinvestment of dividends or
         interest payable on securities of the Company and the investment of
         additional optional amounts in Ordinary Shares under any plan;

                  (B) upon the issuance of any Ordinary Shares or options or
         rights to purchase those shares pursuant to any present or future
         employee, director or consultant benefit plan or program of or assumed
         by the Company or any of its subsidiaries; or

                  (C) upon the issuance of any Ordinary Shares pursuant to any
         option, warrant, right, or exercisable, exchangeable or convertible
         security outstanding as of the date the Units were first issued.

         No adjustment to the Fixed Settlement Rates need be made for a
transaction referred to in 5.6(a)(2) or 5.6(a)(3) if Holders of the Units may
participate in the transaction on a basis and with notice that the Board of
Directors determines to be fair and appropriate in light of the basis
<PAGE>
                                                                              52


and notice on which holders of Ordinary Shares participate in the transaction.
No adjustment to the Fixed Settlement Rates need be made for a change in the par
value or no par value of the Ordinary Shares.

         (9)      Use of Terms. "Time of Determination" means the time and date
of the earlier of (i) the determination of stockholders entitled to receive
rights, warrants or options or a distribution in each case, to which Section
5.6(a)(2) or Section 5.6(a)(3) applies and (ii) the time ("Ex-Dividend Time")
immediately prior to the commencement of "ex-dividend" trading for such rights,
warrants or options or distribution on the NYSE or such other U.S. national or
regional exchange or market on which the Ordinary Shares are then listed or
quoted.

         "Current Market Price" means the average of the Closing Prices of the
Ordinary Shares for the five consecutive Trading Day period ending on the third
Business Day ending on the earlier of the day in question and the day before the
"ex date" with respect to the issuance or distribution requiring such
computation. For purposes of this paragraph, the term "ex date," when used with
respect to any issuance or distribution, means the first date on which the
Ordinary Shares trade regular way on such exchange or in such market without the
right to receive the issuance or distribution.

         (b)      Adjustment for Consolidation, Merger or Other Reorganization
Event. In the event of

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

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

                  (3)      any statutory exchange of securities of the Company
         with another Person (other than in connection with a merger or
         acquisition) or any binding share exchange which reclassifies or
         changes its outstanding Ordinary Shares, or

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

each Ordinary Share covered by each Purchase Contract forming part of a Unit
immediately prior to such Reorganization Event shall, after such Reorganization
Event, be converted for purposes of the Purchase Contract into the kind and
amount of securities, cash and other property receivable in such Reorganization
Event (without any interest thereon, and without any right to dividends or
distribution thereon which have a record date that is prior to the Stock
Purchase Date) per Ordinary Share by a holder of Ordinary Shares that (i) is not
a Person with which the Company consolidated or into which the Company merged or
which merged into the Company or to which such sale or transfer was made, as the
case may be (any such Person, a "Constituent
<PAGE>
                                                                              53


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

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

         (c)      Successive Adjustments. After an adjustment to the Fixed
Settlement Rates under this Section 5.6, any subsequent event requiring an
adjustment under this Section 5.6 shall cause an adjustment to the Fixed
Settlement Rates as so adjusted.

         (d)      Multiple Adjustments. For the avoidance of doubt, if an event
occurs that would trigger an adjustment to the Fixed Settlement Rates pursuant
to this Section 5.6 under more than one subsection hereof, such event, to the
extent fully taken into account in a single adjustment, shall not result in
multiple adjustments hereunder.

         SECTION 5.7. NOTICE OF ADJUSTMENTS AND CERTAIN OTHER EVENTS.

                  (a) Whenever the Fixed Settlement Rates are adjusted as herein
provided or the Settlement Rate is fixed pursuant to Section 5.1(f), the Company
shall as soon as practicable following the occurrence of an event that requires
or permits the Settlement Rate to be adjusted or fixed, (i) provide written
notice to the Purchase Contract Agent of the occurrence of that event and (ii)
compute the Fixed Settlement Rates and the Applicable Market Value in accordance
with Section 5.6 or, in the case of a fixing of the Settlement Rate, pursuant to
Section 5.1(f), and prepare and transmit to the Purchase Contract Agent an
Officers' Certificate setting forth the Fixed Settlement Rates and the
Applicable Market Value or the Fixed Accounting Event Settlement Rate, as the
case may be, the method of calculation thereof in reasonable detail, and the
facts requiring such adjustment and upon which such adjustment is based (which
Officers' Certificate, in the case of the fixing of the Settlement Rate pursuant
to Section 5.1(f) shall be delivered by such time and date as specified in
Section 5.1(f)).
<PAGE>
                                                                              54


                  (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 Fixed Settlement Rates and the
Applicable Market Value, 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 5.8. TERMINATION EVENT; NOTICE. The Purchase Contracts and all
obligations and rights of the Company and the Holders thereunder, including,
without limitation, the rights of Holders to receive Contract Adjustment
Payments, if any, or any Deferred Contract Adjustment Payments and obligations
of Holders to purchase 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 Stock Purchase
Date, a Termination Event shall have occurred. Upon and after the occurrence of
a Termination Event, the Normal Units shall thereafter represent the right to
receive the Notes or the Treasury Consideration, as the case may be, forming a
part of such Normal Units, and the Stripped Units shall thereafter represent the
right to receive the Treasury Securities forming a part of such Stripped Units,
in each case in accordance with the provisions of Section 4.3 of the Pledge
Agreement. Upon the occurrence of a Termination Event, the Company shall
promptly but in no event later than two Business Days thereafter give written
notice to the Purchase Contract Agent, the Collateral Agent and to the Holders,
at their addresses as they appear in the Register.

         SECTION 5.9. EARLY SETTLEMENT. (a) Subject to and upon compliance with
the provisions of this Section 5.9, Purchase Contracts underlying Units having
an aggregate Stated Amount equal to $1,000 or an integral multiple thereof may,
at the option of the Holder thereof, be settled early ("Early Settlement") on or
prior to 10:00 a.m., New York City time, on the thirteenth Business Day
immediately preceding the Stock Purchase Date. Holders of Stripped Units may
only effect Early Settlement of the related Purchase Contracts in integral
multiples of 40 Stripped Units, and if Treasury Consideration has been
substituted for the Notes as a component in the Normal Units due to the
occurrence of a Special Event Redemption, Purchase Contracts underlying such
Normal Units may only be settled early in integral multiples of Normal Units
such that the Treasury Consideration to be deposited and the Treasury
Consideration to be released are in integral multiples of $1,000. In order to
exercise the right to effect Early Settlement with respect to any Purchase
Contracts, the Holder of the Certificate evidencing the related Units shall
deliver such Certificate to the 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 (A) the product of (i) the Purchase
Price multiplied by (ii) the number of Purchase Contracts with respect to which
the Holder has elected to effect Early Settlement, plus (B) if such delivery is
made with respect to any Purchase Contracts during the period from the close of
business on any Record Date next preceding any Payment Date to the opening of
<PAGE>
                                                                              55


business on such Payment Date, an amount equal to the Contract Adjustment
Payments, if any, payable on such Payment Date with respect to such Purchase
Contracts; PROVIDED that no payment shall be required pursuant to clause (B) of
this sentence if the Company shall have elected to defer the Contract Adjustment
Payments which would otherwise be payable on such Payment Date. Except as
provided in the immediately preceding sentence and subject to Section 5.2(d), no
payment or adjustment shall be made upon Early Settlement of any Purchase
Contract on any Contract Adjustment Payments accrued on such Purchase Contract
or on account of any dividends on the Ordinary Shares issued upon such Early
Settlement. If the foregoing requirements are first satisfied with respect to
Purchase Contracts underlying any Unit at or prior to 5:00 p.m., New York City
time, on a Business Day, such day shall be the "Early Settlement Date" with
respect to such Unit and if such requirements are first satisfied after 5:00
p.m., New York City time, on a Business Day or on a day that is not a Business
Day, the "Early Settlement Date" with respect to such Units shall be the next
succeeding Business Day.

                  (b) No later than the third Business Day after an Early
Settlement of any Purchase Contract by the Holder of the related Units, the
Company shall issue, and the Holder shall be entitled to receive, the Minimum
Settlement Rate on account of such Purchase Contract (the "Early Settlement
Rate"), or, if the Company has fixed the Settlement Rate pursuant to Section
5.1(f) of this Agreement, the Fixed Accounting Event Settlement Rate. The Early
Settlement Rate shall be adjusted in the same manner and at the same time as the
Settlement Rate and the Fixed Settlement Rates are adjusted pursuant to Section
5.6. As promptly as practicable after Early Settlement of Purchase Contracts in
accordance with the provisions of this Section 5.9, the Company shall issue and
shall deliver to the Purchase Contract Agent at the Corporate Trust Office a
certificate or certificates for the full number of Ordinary Shares issuable upon
such Early Settlement together with payment in lieu of any fraction of a share,
as provided in Section 5.12.

                  (c) No later than the third Business Day after the applicable
Early Settlement Date the Company shall cause (i) the Ordinary Shares issuable
upon Early Settlement of Purchase Contracts to be issued and delivered, and (ii)
the related Pledged Notes or Pledged Treasury Consideration, in the case of
Normal Units, or the related Pledged Treasury Securities, in the case of
Stripped Units, to be released from the Pledge by the Collateral Agent and
transferred, in each case, to the Purchase Contract Agent for delivery to the
Holder thereof or the Holder's designee.

                  (d) Upon Early Settlement of any Purchase Contracts, and
subject to receipt of Ordinary Shares from the Company and the Pledged Notes,
Pledged Treasury Consideration or Pledged Treasury Securities, as the case may
be, from the Collateral Agent, as applicable, the 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 Notes,
Pledged Treasury Consideration or Pledged Treasury Securities, as the case may
be, forming a part of such Units, and (ii) deliver to the Holder a certificate
or certificates for the full number of Ordinary Shares issuable upon such Early
Settlement together with payment in lieu of any fraction of a share, as provided
in Section 5.12.
<PAGE>
                                                                              56


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

                  (f) No Early Settlement will be permitted under this Section
5.9 unless, at the time of delivery of the Election to Settle Early form or the
time the Early Settlement is effected, there is an effective shelf or other
registration statement with respect to the Ordinary Shares to be issued and
delivered in connection with such Early Settlement (unless the Company has been
advised by counsel that no such registration statement is required under the
Securities Act and that no prospectus is required to be delivered in connection
therewith). In addition, the Company may suspend the use of any such prospectus
up to four times in any 360-day period not to exceed 90 days in any such 360-day
period if (i) any such prospectus would, in the Company's judgment, contain a
material misstatement or omission as a result of an event that has occurred and
is continuing or as a result of any proposed or pending material business
transaction, event or announcement; and (ii) the Company reasonably determines
that the disclosure of such material non-public information could have a
material adverse effect on the Company and its subsidiaries taken as a whole or
could impede the consummation of any proposed or pending material business
transaction.

         SECTION 5.10. EARLY SETTLEMENT UPON CASH MERGER. (a) Prior to the Stock
Purchase Date, in the event of a merger or consolidation of the Company of the
type described in clause (1) of Section 5.6(b) in which the Ordinary Shares
outstanding immediately prior to such merger or consolidation are exchanged for
consideration consisting of at least 30% cash or cash equivalents (any such
event a "Cash Merger"), then the Company (or the successor to the Company
hereunder) shall be required to offer the Holder of each Unit the right to
settle the Purchase Contract underlying such Unit prior to the Stock Purchase
Date ("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 or
                  more than 30 calendar days after the date of such notice, on
                  which the Merger Early Settlement will be effected (the
                  "Merger Early Settlement Date");

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

                           (iii)    the Settlement Rate in effect as a result of
                  such Cash Merger and the kind and amount of securities, cash
                  and other property receivable by the Holder upon settlement of
                  each Purchase Contract pursuant to Section 5.6(b);
<PAGE>
                                                                              57


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

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

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

                  (c) On the Merger Early Settlement Date, the Company shall
deliver or cause to be delivered (i) the net cash, securities and other property
to be received by such exercising Holder, equal to the Settlement Rate or if the
Company has fixed the Settlement Rate pursuant to Section 5.1(f), the Fixed
Accounting Event Settlement Rate, as adjusted pursuant to Section 5.6, in
respect of the number of Purchase Contracts for which such Merger Early
Settlement right was exercised, and (ii) the related Pledged Notes or Pledged
Treasury Consideration, in the case of Normal Units, or Pledged Treasury
Securities, in the case of Stripped Units, to be released from the Pledge by the
Collateral Agent and transferred, in each case, to the Corporate Trust Office
for delivery to the Holder thereof or its designee. In the event a Merger Early
Settlement right shall be exercised by a Holder in accordance with the terms
hereof, all references herein to Stock Purchase Date shall be deemed to refer to
such Merger Early Settlement Date. If a Holder effects a Merger Early Settlement
of some or all of its Purchase Contracts, such Holder shall be entitled to
receive, on the Merger Early Settlement Date, the aggregate amount of any
Deferred Contract Adjustment Payments and any accumulated and unpaid Contract
Adjustment Payments since the immediately preceding Payment Date with respect to
such Purchase Contracts. The Company shall pay such amount as a credit against
the amount otherwise payable by the Holders to effect such Specified Merger
Early Settlement and in any remainder in the form of a cash payment.

                  (d) Upon Merger Early Settlement of any Purchase Contracts,
and subject to receipt of such net cash, securities or other property from the
Company and the Pledged Notes, Pledged Treasury Consideration or Pledged
Treasury Securities, as the case may be, from the Collateral Agent, as
applicable, the 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 Notes, Pledged Treasury Consideration or
Pledged Treasury Securities, as the case may be, forming a part of such Units,
and (ii) deliver to the Holder such net cash, securities or other
<PAGE>
                                                                              58


property issuable upon such Merger Early Settlement together with payment in
lieu of any fraction of a share, as provided in Section 5.12.

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

         SECTION 5.11. CHARGES AND TAXES. The Company will pay all stock
transfer, stamp and similar taxes or duties attributable to the initial issuance
and delivery of the Ordinary Shares pursuant to the Purchase Contracts and in
payment of any Deferred Contract Adjustment Payments; provided that the Company
shall not be required to pay any such tax or taxes which may be payable in
respect of any exchange of or substitution for a Certificate evidencing a Unit
or any issuance of a Ordinary Share in a name other than that of the registered
Holder of a Certificate surrendered in respect of the Units evidenced thereby,
other than in the name of the Purchase Contract Agent, as custodian for such
Holder, and the Company shall not be required to issue or deliver such
Certificate or Ordinary Share unless and until the Person or Persons requesting
the transfer or issuance thereof shall have paid to the Company the amount of
such tax or shall have established to the satisfaction of the Company that such
tax has been paid.

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

                                   ARTICLE VI

                                    REMEDIES

         SECTION 6.1. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PURCHASE
CONTRACT ADJUSTMENT PAYMENTS AND PURCHASE ORDINARY SHARES. The Holder of any
Unit shall have the right, which is absolute and unconditional,

                  (a) subject to the right of the Company to defer payment
thereof pursuant to Section 5.3, and to the forfeiture of any Deferred Contract
Adjustment Payments upon Early Settlement pursuant to Section 5.9 or upon the
occurrence of a Termination Event, to receive
<PAGE>
                                                                              59


payment of each installment of the Contract Adjustment Payments, if any, with
respect to the Purchase Contract constituting a part of such Unit on the
respective Payment Date for such Unit, and to institute suit for the enforcement
of such right to receive Contract Adjustment Payments, and

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

         SECTION 6.2. RESTORATION OF RIGHTS AND REMEDIES. If any Holder has
instituted any proceeding to enforce any right or remedy under this Agreement
and such proceeding has been discontinued or abandoned for any reason, or has
been determined adversely to such Holder, then and in every such case, subject
to any determination in such proceeding, the Company and such Holder shall be
restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of such Holder shall continue as though no
such proceeding had been instituted.

         SECTION 6.3. RIGHTS AND REMEDIES CUMULATIVE. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Certificates in Section 3.10(f), no right or remedy herein
conferred upon or reserved to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent permitted
by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.

         SECTION 6.4. DELAY OR OMISSION NOT WAIVER. No delay or omission of any
Holder to exercise any right or remedy upon a default shall impair any such
right or remedy or constitute a waiver of any such right. Every right and remedy
given by this Article or by law to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by such Holders.

         SECTION 6.5. UNDERTAKING FOR COSTS. All parties to this Agreement
agree, and each Holder of a Unit, by its acceptance of such Unit shall be deemed
to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Agreement, or in any suit
against the 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,
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 distributions on any Notes or Contract Adjustment Payments,
if any, on any Purchase Contract on or after the respective Payment Date
therefor in respect of any Unit held by such Holder, or for enforcement of the
right to purchase Ordinary Shares under the Purchase Contract constituting part
of any Unit held by such Holder.
<PAGE>
                                                                              60


         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 (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, but will suffer and
permit the execution of every such power as though no such law had been enacted.

                                   ARTICLE VII

                           THE PURCHASE CONTRACT AGENT

         SECTION 7.1. CERTAIN DUTIES AND RESPONSIBILITIES.

                  (a) The Purchase Contract Agent shall act as agent and
attorney-in-fact for the Holders of the Normal Units and Stripped Units
hereunder with such powers as are specifically vested in the Purchase Contract
Agent by the terms of this Agreement, the Pledge Agreement, the Remarketing
Agreement, the Notes, the Normal Units and Stripped Units, and any documents
evidencing them or related thereto, together with such other powers as are
reasonably incidental thereto. The Purchase Contract Agent:

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

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

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

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

                  (2) the 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 negligent in ascertaining the
pertinent facts; and
<PAGE>
                                                                              61


                  (3) no provision of this 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 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.

         SECTION 7.2. NOTICE OF DEFAULT. Within 30 days after the occurrence of
any default by the Company hereunder or under a Purchase Contract 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 applicable 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:

                  (a) 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 reasonably believed by it to be genuine
and to have been signed or presented by the proper party or parties;

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

                  (c) whenever in the administration of this Agreement the
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 bad faith on its part, rely upon an Officers'
Certificate of the Company;

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

                  (e) 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
<PAGE>
                                                                              62


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;

                  (f) 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 of the Purchase Contract Agent 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 of the Purchase
Contract Agent appointed with due care hereunder;

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

                  (h) the Purchase Contract Agent shall not be deemed to have
notice of any default unless a Responsible Officer of the Purchase Contract
Agent has actual knowledge thereof or unless written notice of any event which
is in fact such a default is received by the Purchase Contract Agent at the
Corporate Trust Office of the Purchase Contract Agent, and such notice
references the Units and this Agreement and states that it is a notice of
default; and

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

         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 Units
or the proceeds therefrom or in respect of the Purchase Contracts.

         SECTION 7.5. MAY HOLD UNITS. Any Registrar or any other agent of the
Company, or the 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 Purchase Contract
Agent's other funds except to the extent required by law or provided herein. The
Purchase Contract Agent shall be
<PAGE>
                                                                              63


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:

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

                  (b) except as otherwise expressly provided 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 (including the
reasonable compensation and the reasonable expenses and disbursements of its
agents and counsel), except any such expense, disbursement or advance as may be
attributable to its negligence, willful misconduct or bad faith; and

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

                  For purposes of this Section 7.7, "Purchase Contract Agent"
shall include any predecessor Purchase Contract Agent; PROVIDED 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.

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

                  The Company will also pay all fees and expenses relating to
the enforcement by the Purchase Contract Agent of the rights of the Holders of
the Purchase Contracts and the retention of the Collateral Agent.

                  In no event shall the Purchase Contract Agent be liable for
any indirect, special, punitive or consequential loss or damage of any kind
whatsoever, including, but not limited to, lost profits, even if the Purchase
Contract Agent has been advised of the likelihood of such loss or damage and
regardless of the form of action.

                  In no event shall the Purchase Contract Agent be liable for
any failure or delay in the performance of its obligations hereunder because of
circumstances beyond its control, including, but not limited to, acts of God,
flood, war (whether declared or undeclared), terrorism,
<PAGE>
                                                                              64


fire, riot, embargo, government action, including any laws, ordinances,
regulations, governmental action or the like which delay, restrict or prohibit
the providing of services contemplated by this Agreement.

         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, qualified and eligible under this Article and
willing to act on reasonable terms. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the 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 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.

                  (d) If at any time:

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

                  (2) the 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
<PAGE>
                                                                              65


                  (3) 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, (x) the Company by a Board Resolution may remove the
Purchase Contract Agent, or (y) any Holder who has been a bona fide Holder of a
Unit for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
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 reason, 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 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. 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.

                  (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.
<PAGE>
                                                                              66


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

         SECTION 7.11. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS. Any Person into which the Purchase Contract Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which the 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
qualified and eligible under this Article, without the execution or filing of
any paper or any further act on the part of any of the parties hereto. In case
any Certificates shall have been authenticated and executed on behalf of the
Holders, but not delivered, by the Purchase Contract Agent then in office, any
successor to such Purchase Contract Agent shall 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. 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.

         SECTION 7.13. NO OBLIGATIONS OF PURCHASE CONTRACT AGENT. Except to the
extent otherwise provided in this Agreement, the Purchase Contract Agent assumes
no obligation and shall not be subject to any liability under this Agreement,
the Pledge Agreement or any Purchase Contract in respect of the obligations of
the Holder of any Unit thereunder. The Company agrees, and each Holder of a
Certificate, by such Holder's acceptance thereof, shall be deemed to have
agreed, that the 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 V.

         SECTION 7.14. TAX COMPLIANCE. (a) The Purchase Contract Agent, on its
own behalf and on behalf of the Company, will comply with all applicable
certification, information reporting and withholding (including "backup"
withholding) requirements imposed by applicable tax laws, regulations or
administrative practice with respect to (i) any payments made with respect to
the Units or (ii) the issuance, delivery, holding, transfer, redemption or
exercise of rights under the Units. Such compliance shall include, without
limitation, the preparation and timely filing of required returns and the timely
payment of all amounts required to be withheld to the appropriate taxing
authority or its designated agent. For purposes of United States backup
withholding tax and information reporting requirements, each Holder will provide
the Purchase Contract Agent with an executed copy of Internal Revenue Service
Form W-9 (for United States persons) or Form W-8 (for non-United States persons)
or any successor forms.

                  (b) The Purchase Contract Agent shall comply with any
reasonable written direction timely received from the Company with respect to
the execution or certification of any required documentation and the application
of such requirements to particular payments or
<PAGE>
                                                                              67


Holders or in other particular circumstances, and may for purposes of this
Agreement conclusively rely on any such direction in accordance with the
provisions of Section 7.1(a)(2).

                  (c) The 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 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, for any of the following purposes:

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

                  (b) to add to the covenants of the Company for the benefit of
the Holders, or to surrender any right or power herein conferred upon the
Company (PROVIDED such covenants or such surrender shall not adversely affect
the validity, perfection or priority of the security interests granted or
created under the Pledge Agreement); or

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

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

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

         SECTION 8.2. SUPPLEMENTAL AGREEMENTS WITH CONSENT OF HOLDERS(a) With
the consent of the Holders of not less than a majority of the outstanding Units
voting together as one class, by Act of said Holders delivered to the Company
and the Purchase Contract Agent, the Company and the Purchase Contract Agent may
enter into an agreement or agreements supplemental hereto, in form satisfactory
to the Company and the Purchase Contract Agent, 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 that,
except as contemplated herein, no such supplemental agreement shall, as to any
Holder affected thereby, without the consent of such Holder:

                  (1) change any Payment Date;
<PAGE>
                                                                              68


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

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

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

                  (5) reduce the number of 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 Stock Purchase Date
or otherwise materially adversely affect the Holder's rights under any Purchase
Contract; or

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

PROVIDED that if any amendment or proposal referred to above would adversely
affect only the Normal Units or the Stripped Units, then only the affected class
of Holder as of the record date for the Holders entitled to vote thereon will be
entitled to vote on or consent to such amendment or proposal; PROVIDED, however,
that no such agreement, whether with or without the consent of Holders, shall
affect Section 3.16.

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

         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 Officer's
Certificate and an Opinion of Counsel stating that the execution of such
supplemental agreement is authorized or permitted by this Agreement and that all
conditions precedent to the execution of such supplemental agreement have been
satisfied. The Purchase Contract Agent shall enter into any such supplemental
agreement which does not materially adversely affect 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
<PAGE>
                                                                              69


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

         SECTION 8.5. REFERENCE TO SUPPLEMENTAL AGREEMENTS. Certificates
authenticated, executed on behalf of the Holders and delivered after the
execution of any supplemental agreement pursuant to this Article may, and shall
if required by the 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

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

         SECTION 9.1. COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY
PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. The Company covenants that, so long as
any Units are outstanding, it will not (a) merge with or into or consolidate
with any other Person or (b) transfer, lease or convey all or substantially all
its assets to any Person or buy all or substantially all of the assets of
another Person, unless (i) either the Company shall be the surviving person or
the Person (if other than the Company) formed by such consolidation or into
which the Company is merged or the Person which acquires by conveyance, transfer
or lease all or substantially all of the properties and assets of the Company is
an entity organized and existing under the laws of the United States of America
(including any State thereof or the District of Columbia), the United Kingdom,
the Cayman Islands, Bermuda or any country which is, on December 6, 2005, a
member of the Organization of Economic Cooperation and Development or the
European Union and shall expressly assume, all the obligations of the Company
under the Purchase Contracts, this Agreement, the Remarketing Agreement and the
Pledge Agreement by one or more supplemental agreements in form reasonably
satisfactory to the Purchase Contract Agent and the Collateral Agent, executed
and delivered to the Purchase Contract Agent and the Collateral Agent by such
Person, and (ii) the Company or such successor, as the case may be, shall not,
immediately after such merger or consolidation, or such transfer, lease or
conveyance, be in default in the performance of any covenant or condition
hereunder, under any of the Purchase Contracts, under the Remarketing Agreement
or under the Pledge Agreement.

         SECTION 9.2. RIGHTS AND DUTIES OF SUCCESSOR CORPORATION. (a) In case of
any such consolidation, merger, transfer, lease, purchase or conveyance and upon
any such assumption by a successor entity in accordance with Section 9.1, such
successor entity shall succeed to and be substituted for the Company with the
same effect as if it had been named herein as the Company. Such successor entity
thereupon may cause to be signed, and may issue either in its own name or in the
name of the Company, any or all of the Certificates evidencing Units issuable
hereunder which theretofore shall not have been signed by the Company and
delivered to the Purchase Contract Agent; and, upon the order of such successor
corporation, instead of the Company, and subject to all the terms, conditions
and limitations in this Agreement prescribed, the Purchase
<PAGE>
                                                                              70


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, execution on behalf of the Holder and delivery, and any
Certificate evidencing Units which such successor entity thereafter shall cause
to be signed and delivered to the Purchase Contract Agent for that purpose. All
the Certificates so issued shall in all respects have the same legal rank and
benefit under this Agreement as the Certificates theretofore or thereafter
issued in accordance with the terms of this Agreement as though all of such
Certificates had been issued at the date of the execution hereof.

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

         SECTION 9.3. OPINION OF COUNSEL GIVEN TO PURCHASE CONTRACT AGENT. The
Purchase Contract Agent, subject to Sections 7.1 and 7.3, shall receive an
Opinion of Counsel as conclusive evidence that any such consolidation, merger,
transfer, lease, purchase or conveyance, and any such assumption, complies with
the provisions of this Article and that all conditions precedent to the
consummation of any such consolidation, merger, sale, assignment, transfer,
lease, purchase or conveyance have been met.

                                    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 that it
will duly and punctually perform its obligations under the Purchase Contracts in
accordance with the terms of the Purchase Contracts and this Agreement.

         SECTION 10.2. MAINTENANCE OF OFFICE OR AGENCY. (a) The Company will
maintain in the Borough of Manhattan, The City of New York an office or agency,
which may be the office of the Purchase Contract Agent, where Certificates may
be presented or surrendered for payment of Contract Adjustment Payments,
acquisition of Ordinary Shares upon settlement of the Purchase Contracts on any
Settlement Date and for transfer of Collateral upon occurrence of a Termination
Event, where Certificates may be surrendered for registration of transfer or
exchange, for a Collateral Substitution or reestablishment of Normal Units and
where notices and demands to or upon the Company in respect of the Units and
this Agreement may be served. The Company will give prompt written notice to the
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.

                  (b) The Company may also from time to time designate one or
more other offices or agencies where Certificates may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; PROVIDED that no such designation
<PAGE>
                                                                              71


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 Stock Purchase 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.

         SECTION 10.4. COVENANTS AS TO ORDINARY SHARES. The Company covenants
that all Ordinary Shares which may be issued against tender of payment in
respect of any Purchase Contract constituting a part of the Outstanding Units
will, upon issuance, be duly authorized, validly issued, fully paid and
nonassessable and shall be free from preemptive rights and free of any lien or
adverse claim. The Company will endeavor to promptly list or cause to have
quoted such Ordinary Shares on each national exchange or in the over-the-counter
market or other such market on which the Ordinary Shares are then listed or
quoted.

         SECTION 10.5. STATEMENTS OF OFFICER 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 ending after the date hereof, an
Officers' Certificate, stating whether or not to the best knowledge of the
signers thereof the Company is in default in the performance and observance of
any of the terms, provisions and conditions hereof, and if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which such Officers may have knowledge. In the event the Company shall change
its fiscal year at any time the Units are outstanding, the Company shall notify
the Purchase Contract Agent of the effective date of such change.

         SECTION 10.6. LISTING. In the event that the Stripped Units or Notes
become separately traded from the Normal Units to the extent that applicable
exchange listing requirements are met, the Company covenants and agrees to use
commercially reasonable efforts to cause such Stripped Units or Notes, as the
case may be, to be listed on the securities exchange on which the Normal Units
are then listed.

         SECTION 10.7. REGISTRATION STATEMENT. The Company agrees to use
commercially reasonable efforts to ensure that, if required by applicable law, a
registration statement with regard to the full amount of the Notes to be
remarketed in the remarketing shall be effective with the Securities and
Exchange Commission in a form that will enable the Remarketing Agent to rely on
it in connection with such remarketing.

         SECTION 10.8. SECURITIES CONTRACT. Without limiting the applicability
of Section 365 of the Bankruptcy Code, it is the intention of the Company that
this Agreement shall constitute a "securities contract" for purposes of and
subject to the provisions of Section 555 of the Bankruptcy Code. The Company
agrees that (i) prior to an exercise by the Collateral Agent on
<PAGE>
                                                                              72


behalf of the Company of its rights as a secured party pursuant to the Pledge
Agreement, the Company does not have any ownership right, title or interest in
and to the Pledged Notes and (ii) the Holders of a Security shall not be deemed
to have purchased, and the Company shall not be deemed to have sold any Ordinary
Shares pursuant to a Purchase Contract related to such Security prior to a Cash
Settlement, an Early Settlement or the occurrence of the Stock Purchase Date
(provided that no prior occurrence of a Termination Event with respect to such
Ordinary Shares has occurred).

         SECTION 10.9. PAYMENT TO HOLDERS OF UNITS ON THE STOCK PURCHASE DATE.
Each Holder of a Unit, by its acceptance thereof, further covenants and agrees
that, to the extent and in the manner provided in Section 5.4 and the Pledge
Agreement, but subject to the terms thereof, payments in respect of the Pledged
Notes, the Pledged Treasury Consideration or the Pledged Treasury Securities to
be paid upon settlement of such Holder's obligations to purchase Ordinary Shares
under the Purchase Contract, shall be paid on the Stock Purchase Date by the
Collateral Agent to the Company in satisfaction of such Holder's obligations
under such Purchase Contract and such Holder shall acquire no right, title or
interest in such payments.

         SECTION 10.10. CONSENT TO TREATMENT FOR TAX PURPOSES. The Company and
each Holder of a Normal Unit or a Stripped Unit, by its acceptance thereof,
covenants and agrees (a) to treat a Holder's acquisition of the Normal Unit as
the acquisition of the Note and Purchase Contract constituting the Normal Unit,
(b) to treat a Holder's acquisition of a Stripped Unit as the acquisition of a
Treasury Security and Purchase Contract constituting the Stripped Unit, (c) to
treat each Holder as the owner, for federal, state and local income and
franchise tax purposes of (i) the related Notes or the Treasury Consideration,
in the case of the Normal Units, or (ii) the Treasury Securities, in the case of
the Stripped Units, (d) to treat the Notes as indebtedness of the Company for
federal, state and local income and franchise tax purposes and (e) to allocate
100% of the issue price of a Normal Unit to the beneficial interest in the Note
and 0.00% of the issue price to the Purchase Contract.

<PAGE>

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

                                           XL CAPITAL LTD

                                           By:__________________________________
                                              Name:  ___________________________
                                              Title: ___________________________


                                           THE BANK OF NEW YORK,
                                           as Purchase Contract Agent

                                           By:__________________________________
                                              Name:  ___________________________
                                              Title: ___________________________

<PAGE>

                                    EXHIBIT A

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

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

[so long as DTC is the Depositary, insert: Unless this Certificate is presented
by an authorized representative of The Depository Trust Company (55 Water
Street, New York, New York) to the Company or its agent for registration of
transfer, exchange or payment, and any Certificate issued is registered in the
name of Cede & Co., or such other name as requested by an authorized
representative of The Depository Trust Company, and any payment hereon is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of The Depository Trust Company, 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.]

[UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR CERTIFICATES IN
DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE
PURCHASE CONTRACT AGREEMENT, THIS GLOBAL CERTIFICATE MAY NOT BE TRANSFERRED
EXCEPT 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
OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE
OF SUCH SUCCESSOR DEPOSITARY.]*


________________________


* To be inserted in Global Certificates only.

                                      A-1
<PAGE>

                   (FORM OF FACE OF NORMAL UNITS CERTIFICATE)
                                 XL CAPITAL LTD

                           7.00% Equity Security Units


No.                                                          CUSIP No. G98255121

                             Number of Normal Units

         This Normal Units Certificate certifies that _______________is the
registered Holder of the number of Normal Units set forth above [If the
Certificate is a Global Certificate, insert - , as such number may be increased
or decreased as set forth on the Schedule of Increases or Decreases in Global
Certificate annexed hereto]. Each Normal Unit represents (i) either (a) a 1/40,
or 2.5%, beneficial ownership interest of the Holder in one 5.25% Senior Note
due 2011 (the "Note") of XL Capital Ltd, a Cayman Islands exempted limited
company (the "Company"), having a principal amount of $1,000, subject to the
Pledge of such Note by such Holder pursuant to the Pledge Agreement, or (b)
after a Special Event Redemption, the Treasury Consideration, subject to the
Pledge of such Treasury Consideration by such Holder pursuant to the Pledge
Agreement, and (ii) the rights and obligations of the Holder under one Purchase
Contract with the Company. Each Normal Unit will have a stated amount of $25
(the "Stated Amount"). All capitalized terms used herein which are defined in
the Purchase Contract Agreement have the meaning set forth therein.

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

         The Pledge Agreement provides that all payments in respect of the
Pledged Notes or Pledged Treasury Consideration received by the Collateral Agent
shall be paid by the Collateral Agent by wire transfer in same day funds (i) in
the case of (A) any interest payments on Normal Units which include Pledged
Notes or Pledged Treasury Consideration, as the case may be, and (B) any
payments in respect of the Notes or Treasury Consideration, as the case may be,
that have been released from the Pledge pursuant to the Pledge Agreement, to the
Purchase Contract Agent to the account designated by the Purchase Contract
Agent, no later than 11:00 a.m., New York City time, on the Business Day such
payment is received by the Collateral Agent (PROVIDED that in the event such
payment is received by the Collateral Agent on a day that is not a Business Day
or after 10:30 a.m., New York City time, on a Business Day, then such payment
shall be made no later than 9:30 a.m., New York City time, on the next
succeeding Business Day) and (ii) in the case of payments in respect of any
Pledged Notes or Pledged Treasury Consideration, as

                                      A-2
<PAGE>

the case may be, to be paid upon settlement of such Holder's obligations to
purchase Ordinary Shares under the Purchase Contract, to the Company on the
Stock Purchase Date (as defined herein) in accordance with the terms of the
Pledge Agreement, in full satisfaction of the respective obligations of the
Holders of the Normal Units of which such Pledged Notes or Pledged Treasury
Consideration are a part under the Purchase Contracts forming a part of such
Normal Units. Interest payments payable on each Payment Date (as defined below)
with respect to Pledged Notes or the Pledged Treasury Consideration included in
the Normal Units shall be made quarterly in arrears on such Payment Date,
subject to receipt thereof by the Purchase Contract Agent from the Trustee or
Collateral Agent, as the case may be, to the Person in whose name this Normal
Units Certificate (or a Predecessor Normal Units Certificate) is registered at
the close of business on the Record Date for such Payment Date.

         Each Purchase Contract evidenced hereby obligates the Holder of this
Normal Units Certificate to purchase, and the Company to sell, on February 15,
2009 (the "Stock Purchase Date"), at a price equal to $25 (the "Purchase
Price"), a number of Class A Ordinary Shares, par value $0.01 per share
("Ordinary Shares"), of the Company, equal to the Settlement Rate or, if the
Company has fixed the Settlement Rate pursuant to Section 5.1(f) of the Purchase
Contract Agreement, the Fixed Accounting Event Settlement Rate, unless on or
prior to the Stock Purchase Date there shall have occurred a Termination Event
or an Early Settlement or Merger Early Settlement with respect to the Normal
Units of which such Purchase Contract is a part, all as provided in the Purchase
Contract Agreement, as defined and more fully described on the reverse hereof.
The Purchase Price for the Ordinary Shares purchased pursuant to each Purchase
Contract evidenced hereby, if not paid earlier, shall be satisfied on the Stock
Purchase Date by either (i) the application of payments received with regard to
Pledged Treasury Consideration, or (ii) the exercise of the Company's rights as
a secured party in connection with the Pledged Notes, as the case may be.

         The Company shall pay on each February 15, May 15, August 15 and
November 15 each year, commencing February 15, 2006 (each a "Payment Date") in
respect of each Purchase Contract forming part of a Normal Unit evidenced hereby
an amount (the "Contract Adjustment Payments") equal to 1.75% per year of the
Stated Amount through but excluding the Stock Purchase Date, computed on the
basis of a 360-day year of twelve 30-day months, subject to deferral at the
option of the Company as provided in the Purchase Contract Agreement and more
fully described on the reverse hereof (PROVIDED that if on any date on which
Contract Adjustment Payments are to be made on the Purchase Contracts is not a
Business Day, then payment of the Contract Adjustment Payments payable on that
date will be made on the next succeeding day which is a Business Day, and no
interest or payment will be paid in respect of the delay, except that if such
next succeeding Business Day is in the next succeeding calendar year, such
payment will be made on the immediately preceding Business Day). Such Contract
Adjustment Payments shall be payable to the Person in whose name this Normal
Units Certificate (or a Predecessor Normal Units Certificate) is registered at
the close of business on the Record Date for such Payment Date.

         Contract Adjustment Payments and payments on the Treasury Consideration
will be payable at the office of the Purchase Contract Agent in the Borough of
Manhattan, New York City, or, if the Units do not remain in book-entry only
form, at the option of the Company, by check mailed to the address of the Person
entitled thereto at such Person's address as it appears

                                      A-3
<PAGE>

on the Normal Units Register or by wire transfer to the account maintained in
the United States designated by written notice given ten Business Days prior to
the applicable payment date by such Person. Payments on the Notes will be
payable at the Corporate Trust Office or, at the option of the Company, by check
mailed to the address of the Person entitled thereto at such Person's address as
it appears on the Normal Units Register or by wire transfer to the account
maintained in the United States designated by written notice given ten Business
Days prior to the applicable payment date by such Person.

         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 Normal Units Certificate
shall not be entitled to any benefit under the Pledge Agreement or the Purchase
Contract Agreement or be valid or obligatory for any purpose.

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

Dated: __________            XL CAPITAL LTD
                             By:_____________________________________
                                Name:
                                Title:

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

                             By:THE BANK OF NEW YORK,
                                not individually but solely as Attorney-in-Fact
                                of such Holder

                             By:_____________________________________
                                Name:
                                Title:

                                      A-4
<PAGE>

             PURCHASE CONTRACT AGENT'S CERTIFICATE OF AUTHENTICATION

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

                                      The Bank of New York, as Purchase Contract
                                      Agent

Dated:__________________________      By:__________________________________
                                          Authorized Officer


                                      A-5
<PAGE>

                  (Form of Reverse of Normal Units Certificate)

         Each Purchase Contract evidenced hereby is governed by a Purchase
Contract Agreement, dated as of December 9, 2005 (as may be supplemented from
time to time, the "Purchase Contract Agreement"), between the Company and The
Bank of New York, as Purchase Contract Agent (including its successors
thereunder, herein called the "Purchase Contract Agent"), to which Purchase
Contract Agreement and supplemental agreements thereto reference is hereby made
for a description of the respective rights, limitations of rights, obligations,
duties and immunities thereunder of the Purchase Contract Agent, the Company,
and the Holders and of the terms upon which the Normal Units Certificates are,
and are to be, executed and delivered. All defined terms used but not defined in
this Certificate have the meanings ascribed to them in the Purchase Contract
Agreement.

         Each Purchase Contract evidenced hereby obligates the Holder of this
Normal Units Certificate to purchase, and the Company to sell, on the Stock
Purchase Date at a price equal to $25 (the "Purchase Price"), a number of
Ordinary Shares of the Company equal to the Settlement Rate or, if the Company
has fixed the Settlement Rate pursuant to Section 5.1(f) of the Purchase
Contract Agreement, the Fixed Accounting Event Settlement Rate, unless, on or
prior to the Stock Purchase Date, there shall have occurred a Termination Event
or a Cash Settlement, Early Settlement or Merger Early Settlement with respect
to the Unit of which such Purchase Contract is a part. The "Settlement Rate" is
equal to (a) if the Applicable Market Value (as defined below) is equal to or
greater than $80.60 (the "Threshold Appreciation Price"), 0.3102 Ordinary Shares
per Purchase Contract, (b) if the Applicable Market Value is less than the
Threshold Appreciation Price but is greater than $65.00, the number of Ordinary
Shares per Purchase Contract equal to the Purchase Price divided by the
Applicable Market Value and (c) if the Applicable Market Value is equal to or
less than $65.00, 0.3846 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.

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

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

                                      A-6
<PAGE>

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

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

         In accordance with the terms of the Purchase Contract Agreement, the
Holder of this Normal Units Certificate shall pay the Purchase Price for the
Ordinary Shares purchased pursuant to each Purchase Contract evidenced hereby
(i) by effecting a Cash Settlement, an Early Settlement or Merger Early
Settlement; (ii) if the Holder has elected not to participate in the remarketing
described in Section 2.19 of the Supplemental Indenture, by application of the
cash payment delivered in respect thereof deposited by such Holder in respect of
such Purchase Contract in accordance with the procedures set forth in Section
5.4(b)(iv) of the Purchase Contract Agreement or (iii) if a Special Event
Redemption has occurred prior to the successful remarketing of the Notes as
contemplated by Section 5.4 of the Purchase Contract Agreement, by application
of payments received in respect of the Pledged Treasury Consideration purchased
by the Collateral Agent on behalf of the Holder of this Normal Units
Certificate. 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 in full of the aggregate Purchase
Price for the Ordinary Shares to be purchased thereunder or become entitled to
exercise its rights as a secured party in the manner set forth in the Purchase
Contract Agreement. If, as provided in the Purchase Contract Agreement, upon the
occurrence of a Last Failed Remarketing the Collateral Agent, for the benefit of
the Company, exercises its rights as a secured creditor with respect to the
Pledged Notes related to this Normal Units Certificate, any accrued and unpaid
interest on such Pledged Notes will become payable by the Company to the Holder
of this Normal Units Certificate in the manner provided for in the Purchase
Contract Agreement.

         The Purchase Contract Agent will be entitled to exercise the voting and
any other consensual rights pertaining to the Pledged Notes, but only to the
extent instructed by the Holders as described below. Upon receipt of notice of
any meeting at which holders of Notes are entitled to vote or upon the
solicitation of consents, waivers or proxies of holders of Notes, the Purchase
Contract Agent shall, as soon as practicable thereafter, mail to the Holders of
Normal Units a notice (a) containing such information as is contained in the
notice or solicitation, (b) stating that each such Holder on the record date set
by the Purchase Contract Agent therefor (which, to the extent possible, shall be
the same date as the record date for determining the holders of Notes entitled
to vote) shall be entitled to instruct the Purchase Contract Agent as to the
exercise of the voting rights pertaining to the Pledged Notes constituting a
part of such Holder's Normal Units and (c) stating the manner in which such
instructions may be given. Upon the written request of any Holder of Normal
Units on such record date, the Purchase Contract Agent shall endeavor insofar as
practicable to vote or cause to be voted, in accordance with the instructions
set forth in such request the maximum number of Pledged Notes as to which any
particular voting instructions are received. In the absence of specific
instructions from the Holder

                                      A-7
<PAGE>

of a Normal Unit, the Purchase Contract Agent shall abstain from voting the
Pledged Note evidenced by such Normal Unit.

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

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

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

         The Company shall have the right, at any time prior to the Stock
Purchase Date, to defer the payment of any or all of the Contract Adjustment
Payments otherwise payable on any Payment Date, but only if the Company shall
give the Holders and the Purchase Contract Agent

                                      A-8
<PAGE>

written notice of its election to defer each such Contract Adjustment Payments
as provided in the Purchase Contract Agreement. Any Contract Adjustment Payments
so deferred shall, to the extent permitted by law, accrue additional Contract
Adjustment Payments thereon at the rate of 7.00% per year (computed on the basis
of a 360-day year of twelve 30-day months), compounding on each succeeding
Payment Date, until paid in full (such deferred installments of Contract
Adjustment Payments, if any, together with the additional Contract Adjustment
Payments, if any, accrued thereon, are referred to herein as the "Deferred
Contract Adjustment Payments"). Deferred Contract Adjustment Payments, if any,
shall be due on the next succeeding Payment Date except to the extent that
payment is deferred pursuant to the Purchase Contract Agreement. No Contract
Adjustment Payments may be deferred to a date that is after the Stock Purchase
Date and no such deferral period may end other than on a Payment Date.

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

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

         In the event that the Company elects to defer the payment of Contract
Adjustment Payments on the Purchase Contracts until the Stock Purchase Date, the
Holder of this Normal Units Certificate will receive on the Stock Purchase Date,
a cash payment equal to the aggregate amount of Deferred Contract Adjustment
Payments payable to the Holder of this Normal Units Certificate.

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

                                      A-9
<PAGE>

or repurchases of any rights outstanding under a shareholder rights plan on the
date the Company exercises its right to defer the payment of Contract Adjustment
Payments or the declaration or payment thereunder of a dividend or distribution
of or with respect to rights in the future, or the redemption or repurchase of
any rights pursuant thereto.

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

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

         The Holder of this Normal Units Certificate, by its acceptance hereof,
irrevocably authorizes the Purchase Contract Agent to enter into and perform the
related Purchase Contracts forming part of the Normal Units evidenced hereby on
his behalf as his attorney-in-fact, expressly withholds any consent to the
assumption (i.e., affirmance) of the Purchase Contracts by the Company, any
receiver, liquidator or person or entity performing similar functions or its
trustee in the event that the Company becomes the debtor under the Bankruptcy
Code or subject to other similar state or federal or other law, agrees to be
bound by the terms and provisions thereof, covenants and agrees to perform such
Holder's obligations under such Purchase Contracts, consents to the provisions
of the Purchase Contract Agreement, irrevocably authorizes the Purchase Contract
Agent to enter into and perform the Pledge Agreement on such Holder's behalf as
attorney-in-fact, and consents to the Pledge of the Notes or the Treasury
Consideration underlying this Normal Units Certificate pursuant to the Pledge
Agreement, PROVIDED, that, upon a Termination Event, the rights of the Holder of
such Notes may be enforced without regard to any other rights or obligations.
The Holder further covenants and agrees, that, to the extent and in the manner
provided in the Purchase Contract Agreement and the Pledge Agreement, but
subject to the terms thereof, payments in respect of the Pledged Notes or the
Pledged Treasury Consideration to be paid upon settlement of such Holder's
obligations to purchase Ordinary Shares under the Purchase Contract, shall be
paid on the Stock Purchase Date by the Collateral Agent to the Company in
satisfaction of such Holder's obligations under such Purchase Contract and such
Holder shall acquire no right, title or interest in such payments. The
obligations of each

                                      A-10
<PAGE>

Holder to pay the Purchase Price are non-recourse obligations and except to the
extent paid by Cash Settlement, Early Settlement or Merger Early Settlement, are
payable solely out of the proceeds of any Collateral pledged to secure the
obligations of the Holders and in no event will Holders be liable for any
deficiency between such payments and the Purchase Price. Notwithstanding
anything to the contrary herein, the Company shall not be obligated to issue any
Ordinary Shares in respect of a Purchase Contract or deliver any certificates
therefor to the Holder of the related Unit unless the Company shall have (i)
received payment in full of the aggregate Purchase Price for the Ordinary Shares
to be purchased thereunder by such Holder in the manner herein set forth or (ii)
exercised its rights as a secured party under Section 5.4(b)(iii) of the
Purchase Contract Agreement.

         The Company and each Holder of a Normal Unit, by its acceptance
thereof, covenants and agrees (a) to treat a Holder's acquisition of the Normal
Unit as the acquisition of the Note and Purchase Contract constituting the
Normal Unit, (b) to treat each Holder as the owner, for federal, state and local
income and franchise tax purposes of the related Notes or the Treasury
Consideration, (d) to treat the Notes as indebtedness of the Company for
federal, state and local income and franchise tax purposes and (d) to allocate
100% of the issue price of a Normal Unit to the beneficial interest in the Note
and 0.00% of the issue price to the Purchase Contract.

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

         The Purchase Contracts shall for all purposes be governed by, deemed to
be a contract under, and construed in accordance with, the laws of the State of
New York.

         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 Normal Units Certificate is registered as the owner of the
Normal Units evidenced hereby for the purpose of receiving quarterly payments of
interest on the Notes or the Treasury Consideration, as the case may be,
receiving payments of Contract Adjustment Payments, if any, and any Deferred
Contract Adjustment Payments, performance of the Purchase Contracts and for all
other purposes whatsoever, whether or not any payments in respect thereof be
overdue and notwithstanding any notice to the contrary, and neither the Company,
the Purchase Contract Agent, such Affiliates nor any such agent shall be
affected by notice to the contrary.

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

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

                                      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
UNIF GIFT MIN ACT -          Custodian

                             _________________________________________________
                             (cust)                                    (minor)

                             Under Uniform Gifts to Minors Act

                             _________________________________________________
                                                  (State)

TEN ENT -                    as tenants by the entireties

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


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

                                      A-12
<PAGE>

                                   ASSIGNMENT

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

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

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

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

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

the within Normal Units Certificates and all rights thereunder, hereby
irrevocably constituting and appointing ______________attorney to transfer said
Normal Units Certificates on the books of XL Capital Ltd with full power of
substitution in the premises.

Dated: _________                        Signature :  ___________________________

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

Signature Guarantee: ___________________________________________________________

                                      A-13
<PAGE>

                             SETTLEMENT INSTRUCTIONS

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

Dated: _________                       Signature: ______________________________
                                       Signature Guarantee:_____________________


                         (if assigned to another person)

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

_____________________________________         __________________________________
               Name                                        Name

_____________________________________         __________________________________
               Address                                     Address

Social Security or other Taxpayer
Identification Number, if any:

                                      A-14
<PAGE>

                            ELECTION TO SETTLE EARLY

         The undersigned Holder of this Normal Units Certificate hereby
irrevocably exercises the option, subject to Section 5.9(g) of the Purchase
Contract Agreement, to effect Early Settlement in accordance with the terms of
the Purchase Contract Agreement with respect to the Purchase Contracts
underlying the number of Normal Units evidenced by this Normal Units Certificate
specified below. The option to effect Early Settlement may be exercised only
with respect to Purchase Contracts underlying Normal Units with an aggregate
Purchase Price equal to $1,000 or an integral multiple thereof. The undersigned
Holder directs that a certificate for 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 Normal Units Certificate
representing any Normal Units evidenced hereby as to which Early Settlement of
the related Purchase Contracts is not effected, to the undersigned at the
address indicated below unless a different name and address have been indicated
below. Pledged Notes or Pledged Treasury Consideration deliverable upon such
Early Settlement will be transferred in accordance with the transfer
instructions set forth below. If Ordinary Shares are to be registered in the
name of a Person other than the undersigned, the undersigned will pay any
transfer tax payable incident thereto.


Dated: _________                         Signature: ____________________________

Signature Guarantee: __________________________________

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

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

_____________________________________         __________________________________
               Name                                        Name

_____________________________________         __________________________________
               Address                                     Address

Social Security or other Taxpayer
Identification Number, if any:                 _________________________________

                                      A-15
<PAGE>

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


                                      A-16
<PAGE>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

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

<TABLE>
<CAPTION>
                                                             Stated Amount of
                                                             the Global
        Amount of                   Amount of                Certificate             Signature of
        Decrease in Stated          Increase in Stated       Following Such          Authorized Officer
        Amount of the               Amount of the            Decrease of             of Purchase Contract
Date    Global Certificate          Global Certificate       Increase                Agent
----    ------------------          ------------------       ----------------        --------------------
<S>     <C>                          <C>                     <C>                     <C>



</TABLE>



                                      A-17
<PAGE>

                                    EXHIBIT B

                       FORM OF STRIPPED UNITS CERTIFICATE

                       (Form of Global Certificate Legend)

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

         [so long as DTC is the Depositary, insert: Unless this Certificate is
presented by an authorized representative of The Depository Trust Company (55
Water Street, New York, New York) to the Company or its agent for registration
of transfer, exchange or payment, and any Certificate issued is registered in
the name of Cede & Co., or such other name as requested by an authorized
representative of The Depository Trust Company, and any payment hereon is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of The Depository Trust Company, 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.]

         [UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR CERTIFICATES
IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE
PURCHASE CONTRACT AGREEMENT, THIS GLOBAL CERTIFICATE MAY NOT BE TRANSFERRED
EXCEPT 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
OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE
OF SUCH SUCCESSOR DEPOSITARY.]*



______________________________

* To be inserted in Global Certificates only.


                                      B-1
<PAGE>

                  (Form of Face of Stripped Units Certificate)
                                 XL Capital Ltd

                           7.00% Equity Security Units

No.                              CUSIP No. [__________]

Number of Stripped Units

         This Stripped Units Certificate certifies that ________________________
is the registered Holder of the number of Stripped Units set forth above [If the
Certificate is a Global Certificate, insert -, as such number may be increased
or decreased as set forth on the Schedule of Increases or Decreases in Global
Certificate annexed hereto]. Each Stripped Unit represents (i) a 1/40 undivided
beneficial ownership interest in a Treasury Security or, in the case of an
Opt-Out, the Cash Consideration, subject to the Pledge of such interest in such
Treasury Security or Cash Consideration, as the case may be, by such Holder
pursuant to the Pledge Agreement, and (ii) the rights and obligations of the
Holder under one Purchase Contract with XL Capital Ltd, a Cayman Islands
exempted limited company (the "Company"). Each Stripped Unit will have a stated
amount of $25 (the "Stated Amount"). In the event a Holder creates a Stripped
Unit as a result of an Opt-Out pursuant to Section 5.4(b)(iv) of the Purchase
Contract Agreement, all references herein to Treasury Securities or Pledged
Treasury Securities, including for purposes of Sections 3.15 and 5.8 of the
Purchase Contract Agreement, shall be deemed to include the Cash Consideration
in addition to the Treasury Securities. All capitalized terms used herein which
are defined in the Purchase Contract Agreement have the meaning set forth
therein.

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

         Each Purchase Contract evidenced hereby obligates the Holder of this
Stripped Units Certificate to purchase, and the Company to sell, on February 15,
2009 (the "Stock Purchase Date"), at a price equal to $25 (the "Purchase
Price"), a number of Class A Ordinary Shares, par value $0.01 per share
("Ordinary Shares"), of the Company, equal to the Settlement Rate or, if the
Company has fixed the Settlement Rate pursuant to Section 5.1(f) of the Purchase
Contract Agreement, the Fixed Accounting Event Settlement Rate, unless on or
prior to the Stock Purchase Date there shall have occurred a Termination Event
or an Early Settlement or Merger Early Settlement with respect to the Stripped
Units of which such Purchase Contract is a part, all as provided in the Purchase
Contract Agreement and more fully described on the reverse hereof. The Purchase
Price (as defined herein) for the Ordinary Shares purchased pursuant to each

                                      B-2
<PAGE>

Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the
Stock Purchase Date by application of payments received in respect of the
Pledged Treasury Securities pledged to secure the obligations of the Holder
under such Purchase Contract in accordance with the terms of the Pledge
Agreement.

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

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

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

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

                                      B-3
<PAGE>

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

Dated: _________________

                                    XL CAPITAL LTD


                                    By:________________________________________
                                       Name:
                                       Title:


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

                                    By:   THE BANK OF NEW YORK, not
                                    individually but solely as Attorney-in-Fact
                                    of such Holder


                                    By:________________________________________
                                       Name:
                                       Title:


                                      B-4
<PAGE>

             PURCHASE CONTRACT AGENT'S CERTIFICATE OF AUTHENTICATION

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

Dated: _________________

                                         The Bank of New York,
                                         as Purchase Contract Agent


                                         By:____________________________________
                                                  Authorized Officer

                                      B-5
<PAGE>

                 (Form of Reverse of Stripped Units Certificate)

         Each Purchase Contract evidenced hereby is governed by a Purchase
Contract Agreement, dated as of December 9, 2005 (as may be supplemented from
time to time, the "Purchase Contract Agreement"), between the Company and The
Bank of New York, as Purchase Contract Agent (including its successors
thereunder, herein called 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 Stripped Units Certificates are, and
are to be, executed and delivered. All defined terms used but not defined in
this Certificate have the meanings ascribed to them in the Purchase Contract
Agreement.

         Each Purchase Contract evidenced hereby obligates the Holder of this
Stripped Units Certificate to purchase, and the Company to sell, on the Stock
Purchase Date at a price equal to $25 (the "Purchase Price"), a number of
Ordinary Shares of the Company equal to the Settlement Rate or, if the Company
has fixed the Settlement Rate pursuant to Section 5.1(f) of the Purchase
Contract Agreement, the Fixed Accounting Event Settlement Rate, unless, on or
prior to the Stock Purchase Date, there shall have occurred a Termination Event
or a Cash Settlement, an Early Settlement or Merger Early Settlement with
respect to the Unit of which such Purchase Contract is a part. The "Settlement
Rate" is equal to (a) if the Applicable Market Value (as defined below) is equal
to or greater than $80.60 (the "Threshold Appreciation Price"), 0.3102 Ordinary
Shares per Purchase Contract, (b) if the Applicable Market Value is less than
the Threshold Appreciation Price but is greater than $65.00, the number of
Ordinary Shares per Purchase Contract equal to the Purchase Price divided by the
Applicable Market Value and (c) if the Applicable Market Value is equal to or
less than $65.00, 0.3846 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.

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

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

                                      B-6
<PAGE>

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

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

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

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

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

                                      B-7
<PAGE>

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

         Subject to the next succeeding paragraph, the Company shall pay, on
each Payment Date, the Contract Adjustment Payments, if any, payable in respect
of each Purchase Contract to the Person in whose name the Stripped Units
Certificate (or one or more Predecessor Stripped Units Certificates) evidencing
such Purchase Contract is registered on the Stripped Units Register at the close
of business on the Record Date next preceding such Payment Date. Contract
Adjustment Payments, if any, will be payable at the office of the Purchase
Contract Agent in the Borough of Manhattan, New York City, or, if the Units do
not remain in book-entry only form, at the option of the Company, by check
mailed to the address of the Person entitled thereto at such Person's address as
it appears on the Stripped Units Register or by wire transfer to the account
maintained in the United States designated by written notice given ten Business
Days prior to the applicable payment date by such Person.

         The Company shall have the right, at any time prior to the Stock
Purchase Date, to defer the payment of any or all of the Contract Adjustment
Payments otherwise payable on any Payment Date, but only if the Company shall
give the Holders and the Purchase Contract Agent written notice of its election
to defer each such Contract Adjustment Payments as provided in the Purchase
Contract Agreement. Any Contract Adjustment Payments so deferred shall, to the
extent permitted by law, accrue additional Contract Adjustment Payments thereon
at the rate of 7.00% per year (computed on the basis of a 360-day year of twelve
30-day months), compounding on each succeeding Payment Date, until paid in full
(such deferred installments of Contract Adjustment Payments, if any, together
with the additional Contract Adjustment Payments, if any, accrued thereon, are
referred to herein as the "Deferred Contract Adjustment Payments"). Deferred
Contract Adjustment Payments, if any, shall be due on the next succeeding
Payment Date except to the extent that payment is deferred pursuant to the
Purchase Contract Agreement. No Contract Adjustment Payments may be deferred to
a date that is after the Stock Purchase Date and no such deferral period may end
other than on a Payment Date.

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

         In the event that the Company elects to defer the payment of Contract
Adjustment Payments on the Purchase Contracts until the Stock Purchase Date, the
Holder of this Stripped Units Certificate will receive on the Stock Purchase
Date, a cash payment equal to the aggregate amount of Deferred Contract
Adjustment Payments payable to the Holder of this Stripped Units Certificate.

         The Company's obligations with respect to Contract Adjustment Payments
(including any accrued or Deferred Contract Adjustment Payments) will be
subordinated and junior in right

                                      B-8
<PAGE>

of payment to the Company's obligations under any Senior Indebtedness in the
manner and to the extent set forth in the Purchase Contract Agreement.

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

         The Purchase Contracts and all obligations and rights of the Company
and the Holders thereunder, including, without limitation, the rights of the
Holders to receive accumulated Contract Adjustment Payments, if any, or any
Deferred Contract Adjustment Payments, and the obligations of the Holders to
purchase 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 Stock Purchase Date, a Termination Event
shall have occurred. Upon the occurrence of a Termination Event, the Company
shall promptly but in no event later than two business days thereafter give
written notice to the Purchase Contract Agent, the Collateral Agent and to the
Holders, at their addresses as they appear in the Stripped Units Register. Upon
and after the occurrence of a Termination Event, the Collateral Agent shall
release the Pledged Treasury Securities from the Pledge in accordance with the
provisions of the Pledge Agreement.

         Upon registration of transfer of this Stripped Units Certificate, the
transferee shall be bound (without the necessity of any other action on the part
of such transferee, except as may be required by the Purchase Contract Agent
pursuant to the Purchase Contract Agreement), under the terms of the Purchase
Contract Agreement, the Purchase Contracts evidenced hereby and the Pledge
Agreement and the transferor shall be released from the obligations under the
Purchase Contract Agreement, the Purchase Contracts evidenced by this Stripped
Units Certificate and the

                                      B-9
<PAGE>

Pledge Agreement. The Company covenants and agrees, and the Holder, by his
acceptance hereof, likewise covenants and agrees, to be bound by the provisions
of this paragraph.

         The Holder of this Stripped Units Certificate, by its acceptance
hereof, irrevocably authorizes the Purchase Contract Agent to enter into and
perform the related Purchase Contracts forming part of the Stripped Units
evidenced hereby on his behalf as its attorney-in-fact, expressly withholds any
consent to the assumption (i.e., affirmance) of the Purchase Contracts by the
Company, any receiver, liquidator or person or entity performing similar
functions or its trustee in the event that the Company becomes the debtor under
the Bankruptcy Code or subject to other similar state or federal or other law,
agrees to be bound by the terms and provisions thereof, covenants and agrees to
perform such Holder's obligations under such Purchase Contracts, consents to the
provisions of the Purchase Contract Agreement, irrevocably authorizes the
Purchase Contract Agent to enter into and perform the Pledge Agreement on such
Holder's behalf as attorney-in-fact, and consents to the Pledge of the Treasury
Securities underlying this Stripped Units Certificate pursuant to the Pledge
Agreement, PROVIDED that upon a Termination Event, the rights of the Holder of
such Stripped Units may be enforced without regard to any other rights or
obligations. The Holder further covenants and agrees, that, to the extent and in
the manner provided in the Purchase Contract Agreement and the Pledge Agreement,
but subject to the terms thereof, payments in respect of the Pledged Treasury
Securities, to be paid upon settlement of such Holder's obligations to purchase
Ordinary Shares under the Purchase Contract, shall be paid on the Stock Purchase
Date by the Collateral Agent to the Company in satisfaction of such Holder's
obligations under such Purchase Contract and such Holder shall acquire no right,
title or interest in such payments. The obligations of each Holder to pay the
Purchase Price are non-recourse obligations and except to the extent paid by
Early Settlement or Merger Early Settlement, are payable solely out of the
proceeds of any Collateral pledged to secure the obligations of the Holders and
in no event will Holders be liable for any deficiency between such payments and
the Purchase Price.

         Each Holder of any Unit, and each Beneficial Owner thereof, by its
acceptance thereof or of its interest therein, further agrees to treat (i) the
formation of Stripped Units as the acquisition of a Unit consisting of the
Purchase Contract and the Treasury Securities and (ii) itself as the owner of
the related Notes, Treasury Consideration or Treasury Securities, as the case
may be.

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

         The Purchase Contracts shall for all purposes be governed by and deemed
to be a contract under, and construed in accordance with, the laws of the State
of New York.

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

                                      B-10
<PAGE>

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

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

                                      B-11
<PAGE>

                                  ABBREVIATIONS

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

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

                               ________________________________________________
                               (cust)                                   (minor)

                               Under Uniform Gifts to Minors Act

                               ________________________________________________
                                                      (State)

TEN ENT -                      as tenants by the entireties

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


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

                                      B-12
<PAGE>

                                   ASSIGNMENT

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

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

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

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

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

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

Dated: _________                          ______________________________________
                                          Signature

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

Signature Guarantee: ___________________________________________________________

                                      B-13
<PAGE>

                             SETTLEMENT INSTRUCTIONS

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

Dated: ____________                       Signature: ___________________________

                                          Signature Guarantee: _________________

                         (if assigned to another person)

If shares are to be registered in the         REGISTERED HOLDER
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:                                    Please print name and address of
                                              Registered Holder:

_____________________________________         __________________________________
               Name                                        Name

_____________________________________         __________________________________
               Address                                     Address

Social Security or other Taxpayer
Identification Number, if any:

                                      B-14
<PAGE>

                            ELECTION TO SETTLE EARLY

         The undersigned Holder of this Stripped Units Certificate hereby
irrevocably exercises the option, subject to Section 5.9(g) of the Purchase
Contract Agreement, to effect Early Settlement in accordance with the terms of
the Purchase Contract Agreement with respect to the Purchase Contracts
underlying the number of Stripped Units evidenced by this Stripped Units
Certificate specified below. The option to effect Early Settlement may be
exercised only with respect to Purchase Contracts underlying Stripped Units with
an aggregate Purchase Price equal to $1,000 or an integral multiple thereof. The
undersigned Holder directs that a certificate for 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 Stripped Units
Certificate representing any Stripped Units evidenced hereby as to which Early
Settlement of the related Purchase Contracts is not effected, to the undersigned
at the address indicated below unless a different name and address have been
indicated below. Pledged Treasury Securities deliverable upon such Early
Settlement will be transferred in accordance with the transfer instructions set
forth below. If Ordinary Shares are to be registered in the name of a Person
other than the undersigned, the undersigned will pay any transfer tax payable
incident thereto.

Dated: ____________                  Signature: ________________________________

                                     Signature Guarantee: ______________________



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

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

_____________________________________         __________________________________
               Name                                        Name

_____________________________________         __________________________________
               Address                                     Address

Social Security or other Taxpayer
Identification Number, if any

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


                                      B-15
<PAGE>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE


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

<TABLE>
<CAPTION>
                                                                   Stated Amount of
                                                                   the Global
              Amount of                   Amount of                Certificate             Signature of
              Decrease in Stated          Increase in Stated       Following such          Authorized Officer
              Amount of the               Amount of the            Decrease or             of Purchase Contract
Date          Global Certificate          Global Certificate       Increase                Agent
----          ------------------          ------------------       -----------------       ---------------------
<S>           <C>                         <C>                      <C>                     <C>



</TABLE>


                                      B-16
<PAGE>

                                    EXHIBIT C

                    INSTRUCTION FROM PURCHASE CONTRACT AGENT
                               TO COLLATERAL AGENT


The Bank of New York
101 Barclay Street
Floor 8W
New York, New York 10286
Attention:  [________]

              Re:  7.00% Equity Security Units of XL Capital Ltd (the "Company")

         We hereby notify you in accordance with Section 4.1 of the Pledge
Agreement, dated as of December 9, 2005, among the Company, you, as Collateral
Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract
Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units]
from time to time, that the holder of securities listed below (the "Holder") has
elected to substitute [$ ______aggregate principal amount of Treasury Securities
(CUSIP No. 91280 JW 8)] [$_____principal amount of Notes or the Treasury
Consideration, as the case may be,] in exchange for the related [Pledged Notes
or Pledged Treasury Consideration] [Pledged Treasury Securities (CUSIP No.
[___________]),] held by you in accordance with the Pledge Agreement and has
delivered to us a notice stating that the Holder has transferred [Treasury
Securities] [Notes or the Treasury Consideration] to you, as Collateral Agent.
We hereby instruct you, upon receipt of such [Pledged Treasury Securities]
[Pledged Notes or Pledged Treasury Consideration], and upon the payment by such
Holder of any applicable fees, to release the [Notes or Treasury Consideration,
as the case may be,] [Treasury Securities] related to such [Normal Units]
[Stripped Units] to us in accordance with the Holder's instructions. Capitalized
terms used herein but not defined shall have the meaning set forth in the
Purchase Contract Agreement.

Date:_______________________

                              The Bank of New York,
                              As Purchase Contract Agent under the Purchase
                              Contract Agreement, dated as of December 9, 2005,
                              between the Company and the Purchase Contract
                              Agent


                              By:______________________________________________
                                 Name:
                                 Title:


                                      C-1
<PAGE>

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

______________________________________      ____________________________________
Name:                                       Social Security or other Taxpayer
                                            Identification Number, if any
______________________________________
Address

______________________________________

______________________________________

______________________________________



Cc:  XL Capital Ltd
     Attention: Paul S. Giordano

                                      C-2
<PAGE>

                                    EXHIBIT D

                     INSTRUCTION TO PURCHASE CONTRACT AGENT



The Bank of New York
101 Barclay Street
Floor 8W
New York, New York 10286
Attention:  [________]


         Re:  7.00% Equity Security Units of XL Capital Ltd (the "Company")

         The undersigned Holder hereby notifies you, as Purchase Contract Agent
under the Purchase Contract Agreement, dated as of December 9, 2005, between the
Company and you, that it has delivered to The Bank of New York, as Collateral
Agent, Custodial Agent and Securities Intermediary [$__________aggregate
principal amount of Treasury Securities] [$_________ principal amount of Notes
or the Treasury Consideration, as the case may be,] in exchange for the related
[Pledged Notes or Pledged Treasury Consideration, as the case may be,] [Pledged
Treasury Securities] held by the Collateral Agent, in accordance with Section
4.1 of the Pledge Agreement, dated as of December 9, 2005, among you, the
Company and the Collateral Agent. The undersigned Holder has paid the Collateral
Agent all applicable fees relating to such exchange. The undersigned Holder
hereby instructs you to instruct the Collateral Agent to release to you on
behalf of the undersigned Holder the [Pledged Notes or Pledged Treasury
Consideration, as the case may be,] [Pledged Treasury Securities] related to
such [Normal Units] [Stripped Units]. Capitalized terms used herein but not
defined shall have the meaning set forth in the Purchase Contract Agreement.

Date: _________                             By:_________________________________

                                            ____________________________________
                                            Signature Guarantee:


                                      D-1
<PAGE>

Dated:

Please print name and address of Registered Holder:

Name:_____________________________________  Social Security or other Taxpayer
                                            Identification Number, if any:

                                            ____________________________________
Address:

______________________________________

______________________________________

______________________________________



Cc:  XL Capital Ltd
     Attention: Paul S. Giordano

                                      D-2
<PAGE>

                                    EXHIBIT E

                        NOTICE TO SETTLE BY SEPARATE CASH



The Bank of New York
101 Barclay Street
Floor 8W
New York, New York 10286
Attention:  [________]


         Re:  7.00% Equity Security Units of XL Capital Ltd (the "Company")

         The undersigned Holder hereby notifies you in accordance with Section
5.4 of the Purchase Contract Agreement, dated as of December 9, 2005, between
the Company and you, as Purchase Contract Agent, Attorney-in-Fact and Trustee
for the Holders of the Purchase Contracts, that it has delivered to The Bank of
New York, as Collateral Agent, Custodial Agent and Securities Intermediary, that
such Holder has elected to pay to the Collateral Agent, on or prior to 5:00 p.m.
New York City time, on the thirteenth Business Day immediately preceding the
Stock Purchase Date, (in lawful money of the United States by certified or
cashier's check or wire transfer, in each case 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 Stock Purchase Date. The
undersigned Holder hereby instructs you to notify promptly the Collateral Agent
of the undersigned Holder's election to make such cash settlement with respect
to the Purchase Contracts related to such Holder's Normal Units. Capitalized
terms used herein but not defined shall have the meaning set forth in the
Purchase Contract Agreement.

Dated: ________                           By: __________________________________

                                          Signature Guarantee:

                                          ______________________________________


                                      E-1
<PAGE>


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

Please print name and address of Registered   Social Security or other Taxpayer
Holder:                                       Identification  Number, if any

___________________________________________   __________________________________
                  Name

___________________________________________
                  Address


                                      E-2