<PAGE>

                                                                    Exhibit 4.11




                         FORM OF SUBORDINATED INDENTURE

                             PARTNERRE LTD., Issuer

                                       To

                          JPMORGAN CHASE BANK, Trustee

                                 ________________

                                    INDENTURE

                                 ________________

                         Dated as of _____________, 200_

                          Subordinated Debt Securities

<PAGE>

                         Reconciliation and tie between
             Trust Indenture Act of 1939 (the "Trust Indenture Act")
                                               -------------------
                                  and Indenture

<TABLE>
<CAPTION>
   Trust Indenture
     Act Section                                                               Indenture Section
     -----------                                                               -----------------
<S>                                                                            <C>
(S)(S)310(a)(1).........................................................                     6.7
   (a)(2)...............................................................                     6.7
   (b)..................................................................                     6.8
(S)(S)312(a)............................................................                     7.1
   (b)..................................................................                     7.2
   (c)..................................................................                     7.2
(S)(S)313(a)............................................................                     7.3
   (b)(2)...............................................................                     7.3
   (c)..................................................................                     7.3
   (d)..................................................................                     7.3
(S)(S)314(a)............................................................                     7.4
   (c)(1)...............................................................                     1.2
   (c)(2)...............................................................                     1.2
   (e)..................................................................                     1.2
   (f)..................................................................                     1.2
(S)(S)316(a)(last sentence).............................................                     1.1
   (a)(1)(A)............................................................                5.2,5.12
   (a)(1)(B)............................................................                    5.13
   (b)..................................................................                     5.8
(S)(S)317(a)(1).........................................................                     5.3
   (a)(2)...............................................................                     5.4
   (b)..................................................................                    10.3
(S)(S)318(a)............................................................                     1.8
</TABLE>
____________

Note:    This reconciliation and tie shall not, for any purpose, be deemed to be
         part of the Indenture.



<PAGE>

                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
<S>                                                                       <C>
                                   Article 1

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.1.      Definitions ...........................................     1
Section 1.2.      Compliance Certificates and Opinions ..................    11
Section 1.3.      Form of Documents Delivered to Trustee ................    11
Section 1.4.      Acts of Holders .......................................    12
Section 1.5.      Notices, etc ..........................................    14
Section 1.6.      Notice to Holders of Securities; Waiver ...............    14
Section 1.7.      Language of Notices ...................................    15
Section 1.8.      Conflict with Trust Indenture Act .....................    15
Section 1.9.      Effect of Headings and Table of Contents ..............    15
Section 1.10.     Successors and Assigns ................................    15
Section 1.11.     Separability Clause ...................................    16
Section 1.12.     Benefits of Indenture .................................    16
Section 1.13.     Governing Law .........................................    16
Section 1.14.     Non-Business Days .....................................    16
Section 1.15.     Counterparts ..........................................    16
Section 1.16.     Judgment Currency .....................................    16
Section 1.17.     No Security Interest Created ..........................    17
Section 1.18.     Limitation on Individual Liability ....................    17
Section 1.19.     Submission to Jurisdiction ............................    18

                                   Article 2

                                SECURITIES FORMS
Section 2.1.      Forms Generally .......................................    18
Section 2.2.      Form of Trustee's Certificate of Authentication .......    19
Section 2.3.      Securities in Global Form .............................    19

                                   Article 3

                                 THE SECURITIES
Section 3.1.      Amount Unlimited; Issuable in Series ..................    20
Section 3.2.      Currency; Denominations ...............................    24
Section 3.3.      Execution, Authentication, Delivery and Dating ........    24
Section 3.4.      Temporary Securities ..................................    26
Section 3.5.      Registration, Transfer and Exchange ...................    27
Section 3.6.      Mutilated, Destroyed, Lost and Stolen Securities ......    30
Section 3.7.      Payment of Interest and Certain Additional Amounts;
                  Rights to Interest and Certain Additional Amounts
                     Preserved ..........................................    31
Section 3.8.      Persons Deemed Owners .................................    33
Section 3.9.      Cancellation ..........................................    33
</TABLE>

                                       i

<PAGE>

                               TABLE OF CONTENTS
                               -----------------

                                  (continued)

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Section 3.10.     Computation of Interest .................................   34
Section 3.11.     CUSIP Numbers ...........................................   34

                                   Article 4

                    SATISFACTION AND DISCHARGE OF INDENTURE
Section 4.1.      Satisfaction and Discharge ..............................   34
Section 4.2.      Defeasance and Covenant Defeasance ......................   36
Section 4.3.      Application of Trust Money ..............................   40
Section 4.4.      Reinstatement ...........................................   40

                                   Article 5

                                    REMEDIES
Section 5.1.      Events of Default .......................................   40
Section 5.2.      Acceleration of Maturity; Rescission and Annulment ......   42
Section 5.3.      Collection of Indebtedness and Suits for Enforcement by
                    Trustee ...............................................   43
Section 5.4.      Trustee May File Proofs of Claim ........................   44
Section 5.5.      Trustee May Enforce Claims without Possession of
                  Securities or Coupons ...................................   45
Section 5.6.      Application of Money Collected ..........................   45
Section 5.7.      Limitations on Suits ....................................   45
Section 5.8.      Unconditional Right of Holders to Receive Principal and
                    any Premium, Interest and Additional Amounts ..........   46
Section 5.9.      Restoration of Rights and Remedies ......................   46
Section 5.10.     Rights and Remedies Cumulative ..........................   47
Section 5.11.     Delay or Omission Not Waiver ............................   47
Section 5.12.     Control by Holders of Securities ........................   47
Section 5.13.     Waiver of Past Defaults .................................   47
Section 5.14.     Waiver of Usury, Stay or Extension Laws .................   48
Section 5.15.     Undertaking for Costs ...................................   48

                                   Article 6

                                  THE TRUSTEE

Section 6.1.      Certain Rights of Trustee ...............................   48
Section 6.2.      Notice of Defaults ......................................   50
Section 6.3.      Not Responsible for Recitals or Issuance of Securities ..   51
Section 6.4.      May Hold Securities .....................................   51
Section 6.5.      Money Held in Trust .....................................   51
Section 6.6.      Compensation and Reimbursement ..........................   51
Section 6.7.      Corporate Trustee Required; Eligibility .................   52
Section 6.8.      Resignation and Removal; Appointment of Successor .......   53
</TABLE>

                                       ii

<PAGE>

                                TABLE OF CONTENTS
                                -----------------

                                   (continued)

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Section 6.9.      Acceptance of Appointment by Successor ..................   54
Section 6.10.     Merger, Conversion, Consolidation or Succession
                    to Business ...........................................   55
Section 6.11.     Appointment of Authenticating Agent .....................   56

                                   Article 7

                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY
Section 7.1.      Company to Furnish Trustee Names and Addresses of
                    Holders ...............................................   57
Section 7.2.      Preservation of Information; Communications to Holders ..   58
Section 7.3.      Reports by Trustee ......................................   58
Section 7.4.      Reports by Company ......................................   58

                                   Article 8

                 CONSOLIDATION, AMALGAMATIONS, MERGER AND SALES
Section 8.1.      Company May Consolidate, Etc., Only on Certain Terms ....   59
Section 8.2.      Successor Person Substituted for Company ................   60

                                   Article 9

                            SUPPLEMENTAL INDENTURES
Section 9.1.      Supplemental Indentures without Consent of Holders ......   60
Section 9.2.      Supplemental Indentures with Consent of Holders .........   61
Section 9.3.      Execution of Supplemental Indentures ....................   62
Section 9.4.      Effect of Supplemental Indentures .......................   63
Section 9.5.      Reference in Securities to Supplemental Indentures ......   63
Section 9.6.      Conformity with Trust Indenture Act .....................   63
Section 9.7.      Effect on Senior Indebtedness ...........................   63
Section 9.8.      Notice of Supplemental Indenture ........................   63

                                   Article 10

                                   COVENANTS

Section 10.1.     Payment of Principal, any Premium, Interest and
                    Additional Amounts ....................................   63
Section 10.2.     Maintenance of Office or Agency .........................   64
Section 10.3.     Money for Securities Payments to Be Held in Trust .......   65
Section 10.4.     Additional Amounts ......................................   66
Section 10.5.     Corporate Existence .....................................   68
Section 10.6.     Waiver of Certain Covenants .............................   69
Section 10.7.     Company Statement as to Compliance; Notice of
                    Certain Defaults ......................................   69
Section 10.8.     Calculation of Original Issue Discount ..................   69
</TABLE>

                                      iii

<PAGE>

                                TABLE OF CONTENTS
                                -----------------

                                   (continued)

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
                                   Article 11

                            REDEMPTION OF SECURITIES
Section 11.1.     Applicability of Article ................................   70
Section 11.2.     Election to Redeem; Notice to Trustee ...................   70
Section 11.3.     Selection by Trustee of Securities to be Redeemed .......   70
Section 11.4.     Notice of Redemption ....................................   71
Section 11.5.     Deposit of Redemption Price .............................   72
Section 11.6.     Securities Payable on Redemption Date ...................   72
Section 11.7.     Securities Redeemed in Part .............................   73

                                   Article 12

                                 SINKING FUNDS
Section 12.1.     Applicability of Article ................................   74
Section 12.2.     Satisfaction of Sinking Fund Payments with Securities ...   74
Section 12.3.     Redemption of Securities for Sinking Fund ...............   75

                                   Article 13

                       REPAYMENT AT THE OPTION OF HOLDERS
Section 13.1.     Applicability of Article ................................   75

                                   Article 14

                        SECURITIES IN FOREIGN CURRENCIES
Section 14.1.     Applicability of Article ................................   75

                                   Article 15

                       MEETINGS OF HOLDERS OF SECURITIES
Section 15.1.     Purposes for Which Meetings May Be Called ...............   76
Section 15.2.     Call, Notice and Place of Meetings ......................   76
Section 15.3.     Persons Entitled to Vote at Meetings ....................   77
Section 15.4.     Quorum; Action ..........................................   77
Section 15.5.     Determination of Voting Rights; Conduct and Adjournment
                    of Meetings ...........................................   77
Section 15.6.     Counting Votes and Recording Action of Meetings .........   78

                                   Article 16

                          SUBORDINATION OF SECURITIES
Section 16.1      Agreement to Subordinate ................................   79
Section 16.2      Default on Senior Indebtedness ..........................   79
</TABLE>

                                       iv

<PAGE>

                                TABLE OF CONTENTS
                                -----------------

                                   (continued)

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Section 16.3      Liquidation; Dissolution; Bankruptcy ...................    80
Section 16.4      Subrogation ............................................    81
Section 16.5      Trustee to Effectuate Subordination ....................    82
Section 16.6      Notice by the Company ..................................    82
Section 16.7      Rights of the Trustee; Holders of Senior Indebtedness ..    83
Section 16.8      Subordination May Not Be Impaired ......................    83
Section 16.9      Application by Trustee of Assets Deposited with It .....    84
</TABLE>

                                        v

<PAGE>

INDENTURE, dated as of ______________, 200_ (the "Indenture"), between PARTNERRE
                                                  ---------
LTD., a company duly organized and existing under the laws of Bermuda
(hereinafter called the "Company"), having its principal executive office
                         -------
located at 96 Pitts Bay Road, Pembroke HM 08, Bermuda, and JPMorgan Chase Bank,
a New York banking corporation (hereinafter called the "Trustee"), having its
Corporate Trust Office located at 450 West 33/rd/ Street, 15/th/ Floor, New
York, New York 10001.

                                    RECITALS

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its subordinated
unsecured debentures, notes or other evidences of indebtedness (hereinafter
called the "Securities"), unlimited as to principal amount, to bear such rates
            ----------
of interest, to mature at such time or times, to be issued in one or more series
and to have such other provisions as shall be fixed as hereinafter provided.

     The Company has duly authorized the execution and delivery of this
Indenture. All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

     This Indenture is subject to the provisions of the Trust Indenture Act of
1939, as amended, and the rules and regulations of the Securities and Exchange
Commission promulgated thereunder that are required to be part of this Indenture
and, to the extent applicable, shall be governed by such provisions.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities
by the Holders (as herein defined) thereof, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders of the Securities
or of any series thereof and any Coupons (as herein defined) as follows:

                                   Article 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     Section 1.1. Definitions.
                  -----------

     Except as otherwise expressly provided in or pursuant to this Indenture, or
unless the context otherwise requires, for all purposes of this Indenture:

          (1) the terms defined in this Article have the meanings assigned to
them in this Article, and include the plural as well as the singular;

          (2) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

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

<PAGE>

America and, except as otherwise herein expressly provided, the terms "generally
                                                                       ---------
accepted accounting principles" or "GAAP" with respect to any computation
------------------------------      ----
required or permitted hereunder shall mean such accounting principles as are
generally accepted in the United States of America at the date or time of such
computation;

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

          (5) the word "or" is always used inclusively (for example, the phrase
                        --
"A or B" means "A or B or both," not "either A or B but not both").
 ------         --------------        --------------------------

Certain terms used principally in certain Articles hereof are defined in those
Articles.

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

     "Additional Amounts" means any additional amounts which are required hereby
      ------------------
or by any Security, under circumstances specified herein or therein, to be paid
by the Company in respect of certain taxes, assessments or other governmental
charges imposed on Holders specified therein and which are owing to such
Holders.

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

     "Authenticating Agent" means any Person authorized by the Trustee pursuant
      --------------------
to Section 6.11 to act on behalf of the Trustee to authenticate Securities of
one or more series.

     "Authorized Newspaper" means a newspaper, in an official language of the
      --------------------
place of publication or in the English language, customarily published on each
day that is a Business Day in the place of publication, whether or not published
on days that are not Business Days in the place of publication, and of general
circulation in each place in connection with which the term is used or in the
financial community of each such place. Where successive publications are
required to be made in Authorized Newspapers, the successive publications may be
made in the same or in different newspapers in the same city meeting the
foregoing requirements and in each case on any day that is a Business Day in the
place of publication.

     "Authorized Officer" means, when used with respect to the Company, the
      ------------------
Chairman of the Board of Directors, a Vice Chairman, the President, a Vice
President, the Chief Financial Officer, the Treasurer, an Assistant Treasurer,
the Chief Investment Officer, the Chief Accounting Officer, the General Counsel,
the Secretary or an Assistant Secretary, of the Company.

     "Bearer Security" means any Security in the form established pursuant to
      ---------------
Section 2.1 which is payable to bearer.

                                      -2-

<PAGE>

     "Board of Directors" means the board of directors of the Company or any
      ------------------
committee of that board duly authorized to act generally or in any particular
respect for the Company hereunder.

     "Board Resolution" means a copy of one or more resolutions, certified by
      ----------------
the Secretary or an Assistant Secretary of the Company to have been duly adopted
by the Board of Directors and to be in full force and effect on the date of such
certification, delivered to the Trustee.

     "Business Day," with respect to any Place of Payment or other location,
      ------------
means, unless otherwise specified with respect to any Securities pursuant to
Section 3.1, any day other than a Saturday, Sunday or other day on which banking
institutions in such Place of Payment or other location are authorized or
obligated by law, regulation or executive order to close.

     "Capital Stock" of any Person means any and all shares, interests, rights
      -------------
to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, including Preferred
Stock, but excluding any debt securities convertible into such equity.

     "Capitalized Lease Obligation" means an obligation under a lease that is
      ----------------------------
required to be capitalized for financial reporting purposes in accordance with
generally accepted accounting principles, and the amount of Indebtedness
represented by such obligation shall be the capitalized amount of such
obligation determined in accordance with such principles.

     "Code" means the Internal Revenue Code of 1986, as amended.
      ----

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

     "Common Stock" in respect of any Corporation means Capital Stock of any
      ------------
class or classes (however designated) which has no preference as to the payment
of dividends, or as to the distribution of assets upon any voluntary or
involuntary liquidation or dissolution of such Corporation, and which is not
subject to redemption by such Corporation.

     "Company" means the Person named as the "Company" in the first paragraph of
      -------
this instrument until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor Person, and any other obligor upon the Securities.

     "Company Request" and "Company Order" mean, respectively, a written request
      ---------------
or order, as the case may be, signed in the name of the Company by an Authorized
Officer, and delivered to the Trustee.

     "Contract Adjustment Payments" means the payment obligations of the Company
      ----------------------------
pursuant to Section 5.11 of the Purchase Contract Agreement, dated as of
November 21, 2001, between the Company and JPMorgan Chase Bank, as purchase
contract agent.

                                       -3-

<PAGE>

     "Conversion Event" means the cessation of use of (i) a Foreign Currency
      ----------------
both by the government of the country or the confederation which issued such
Foreign Currency and for the settlement of transactions by a central bank or
other public institutions of or within the international banking community or
(ii) any currency unit or composite currency for the purposes for which it was
established.

     "Corporate Trust Office" means the principal corporate trust office of the
      ----------------------
Trustee at which at any particular time its corporate trust business shall be
administered, which office at the date of original execution of this Indenture
is located at JPMorgan Chase Bank, 450 West 33/rd/ Street, 15/th/ Floor, New
York, New York 10001, Attention: Institutional Trust or at any other time at
such other address as the Trustee may designate from time to time by notice to
the parties hereto or at the principal corporate trust office of any successor
trustee as to which such successor trustee may notify the parties hereto in
writing.

     "Corporation" includes corporations, limited liability companies,
      -----------
incorporated associations, companies and business trusts.

     "Coupon" means any interest coupon appertaining to a Bearer Security.
      ------

     "Currency," with respect to any payment, deposit or other transfer in
      --------
respect of the principal of or any premium or interest on or any Additional
Amounts with respect to any Security, means Dollars or the Foreign Currency, as
the case may be, in which such payment, deposit or other transfer is required to
be made by or pursuant to the terms hereof or such Security and, with respect to
any other payment, deposit or transfer pursuant to or contemplated by the terms
hereof or such Security, means Dollars.

     "CUSIP number" means the alphanumeric designation assigned to a Security by
      ------------
Standard & Poor's Ratings Service, CUSIP Service Bureau.

     "Defaulted Interest" has the meaning specified in Section 3.7.
      ------------------

     "Dollars" or "$" means a dollar or other equivalent unit of legal tender
      -------
for payment of public or private debts in the United States of America.

     "Event of Default" has the meaning specified in Section 5.1.
      ----------------

     "Foreign Currency" means any currency, currency unit or composite currency,
      ----------------
including, without limitation, the euro, issued by the government of one or more
countries other than the United States of America or by any recognized
confederation or association of such governments.

     "Government Obligations" means securities which are (i) direct obligations
      ----------------------
of the United States of America or the other government or governments or
confederation or association of governments which issued the Foreign Currency in
which the principal of or any premium or interest on such Security or any
Additional Amounts in respect thereof shall be payable, in each case where the
payment or payments thereunder are supported by the full faith and credit of
such government or governments or confederation or association of governments or
(ii) obligations of a Person controlled or supervised by and acting as an agency
or instrumentality of the United

                                       -4-

<PAGE>

States of America or such other government or governments or confederation or
association of governments, in each case where the timely payment or payments
thereunder are unconditionally guaranteed as a full faith and credit obligation
by the United States of America or such other government or governments or
confederation or association of governments, and which, in the case of (i) or
(ii), are not callable or redeemable at the option of the issuer or issuers
thereof, and shall also include a depository receipt issued by a bank or trust
company as custodian with respect to any such Government Obligation or a
specific payment of interest on or principal of or other amount with respect to
any such Government Obligation held by such custodian for the account of the
holder of a depository receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the Government Obligation or the specific payment of interest on or
principal of or other amount with respect to the Government Obligation evidenced
by such depository receipt.

     "Holder," in the case of any Registered Security, means the Person in whose
      ------
name such Security is registered in the Security Register and, in the case of
any Bearer Security, means the bearer thereof and, in the case of any Coupon,
means the bearer thereof.

     "Indebtedness" means, with respect to any Person, (i) the principal of and
      ------------
any premium and interest on (a) indebtedness of such Person for money borrowed
and (b) indebtedness evidenced by notes, debentures, bonds or other similar
instruments for the payment of which such Person is responsible or liable; (ii)
all Capitalized Lease Obligations of such Person; (iii) all obligations of such
Person issued or assumed as the deferred purchase price of property, all
conditional sale obligations and all obligations under any title retention
agreement (but excluding trade accounts payable arising in the ordinary course
of business); (iv) all obligations of such Person for the reimbursement of any
obligor on any letter of credit, banker's acceptance or similar credit
transaction (other than obligations with respect to letters of credit securing
obligations (other than obligations described in (i) through (iii) above)
entered into in the ordinary course of business of such Person to the extent
such letters of credit are not drawn upon or, if and to the extent drawn upon,
such drawing is reimbursed no later than the third Business Day following
receipt by such Person of a demand for reimbursement following payment on the
letter of credit); (v) all obligations of the type referred to in clauses (i)
through (iv) of other Persons and all dividends of other Persons for the payment
of which, in either case, such Person is responsible or liable as obligor,
guarantor or otherwise, the amount thereof being deemed to be the lesser of the
stated recourse, if limited, and the amount of the obligation or dividends of
the other Person, (vi) all obligations of the type referred to in clauses (i)
through (v) of other Persons secured by any lien on any property or asset of
such Person (whether or not such obligation is assumed by such Person), the
amount of such obligation being deemed to be the lesser of the value of such
property or assets or the amount of the obligation so secured; and (vii) any
amendments, modifications, refundings, renewals or extensions of any
indebtedness or obligation described as Indebtedness in clauses (i) through (vi)
above.

     "Indenture" means this instrument as it may from time to time be
      ---------
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and, with respect to any
Security, by the terms and provisions of such Security and any Coupon
appertaining thereto established pursuant to Section 3.1 (as such terms and
provisions may be amended pursuant to the applicable provisions hereof).

                                       -5-

<PAGE>

     "Independent Public Accountants" means accountants or a firm of accountants
      ------------------------------
that, with respect to the Company and any other obligor under the Securities or
the Coupons, are independent public accountants within the meaning of the
Securities Act of 1933, as amended, and the rules and regulations promulgated by
the Commission thereunder, who may be the independent public accountants
regularly retained by the Company or who may be other independent public
accountants. Such accountants or firm shall be entitled to rely upon any Opinion
of Counsel as to the interpretation of any legal matters relating to this
Indenture or certificates required to be provided hereunder.

     "Indexed Security" means a Security the terms of which provide that the
      ----------------
principal amount thereof payable at Stated Maturity or upon acceleration
pursuant to Section 5.2 may be more or less than the principal face amount
thereof at original issuance.

     "interest," with respect to any Original Issue Discount Security which by
      --------
its terms bears interest only after Maturity, means interest payable after
Maturity and, when used with respect to a Security which provides for the
payment of Additional Amounts pursuant to Section 10.4 includes such Additional
Amounts.

     "Interest Payment Date," with respect to any Security, means the Stated
      ---------------------
Maturity of an installment of interest on such Security.

     "Judgment Currency" has the meaning specified in Section 4.2(5).
      -----------------

     "Local Business Day" has the meaning specified in Section 4.2(5).
      ------------------

     "Maturity," with respect to any Security, means the date on which the
      --------
principal of such Security or an installment of principal becomes due and
payable as provided in or pursuant to this Indenture or the related Series
Authorization, whether at the Stated Maturity or by declaration of acceleration,
notice of redemption or repurchase, notice of option to elect repayment or
otherwise, and includes any Redemption Date and the date of any required
repurchase or repayment.

     "New York Banking Day" has the meaning specified in Section 1.16.
      --------------------

     "Office" or "Agency," with respect to any Securities, means an office or
      ------      ------
agency of the Company maintained or designated as a Place of Payment for such
Securities pursuant to Section 10.2 or any other office or agency of the Company
maintained or designated for such Securities pursuant to Section 10.2, to the
extent designated or required by Section 10.2 in lieu of such office or agency,
the Corporate Trust Office of the Trustee.

     "Officers' Certificate" means a certificate signed by two Authorized
      ---------------------
Officers, at least one of which is a principal executive, principal financial or
principal accounting officer, that complies with the requirements of Section
314(e) of the Trust Indenture Act and is delivered to the Trustee.

     "Opinion of Counsel" means a written opinion of counsel, who may be an
      ------------------
employee of or counsel for the Company or other counsel who shall be reasonably
acceptable to the Trustee,

                                      -6-

<PAGE>

that, if required by the Trust Indenture Act, complies with the requirements of
Section 314(e) of the Trust Indenture Act.

     "Original Issue Discount Security" means a Security issued pursuant to this
      --------------------------------
Indenture which provides for declaration of an amount less than the principal
face amount thereof to be due and payable upon acceleration pursuant to
Section 5.2.

     "Outstanding," when used with respect to any Securities, means, as of the
      -----------
date of determination, all such Securities theretofore authenticated and
delivered under this Indenture, except:

          (a) any such Security theretofore cancelled by the Trustee or the
     Security Registrar or delivered to the Trustee or the Security Registrar
     for cancellation;

          (b) any such Security for whose payment at the Maturity thereof money
     in the necessary amount has been theretofore deposited pursuant hereto
     (other than pursuant to Section 4.2) with the Trustee or any Paying Agent
     (other than the Company) in trust or set aside and segregated in trust by
     the Company (if the Company shall act as its own Paying Agent) for the
     Holders of such Securities and any Coupons appertaining thereto, provided,
     that, if such Securities are to be redeemed, notice of such redemption has
     been duly given pursuant to this Indenture or provision therefor
     satisfactory to the Trustee has been made;

          (c) any such Security with respect to which the Company has effected
     defeasance pursuant to the terms hereof, except to the extent provided in
     Section 4.2;

          (d) any such Security which has been paid pursuant to Section 3.6 or
     in exchange for or in lieu of which other Securities have been
     authenticated and delivered pursuant to this Indenture, unless there shall
     have been presented to the Trustee proof satisfactory to it that such
     Security is held by a protected purchaser in whose hands such Security is a
     valid obligation of the Company; and

          (e) any such Security converted or exchanged as contemplated by this
     Indenture into Common Stock of the Company or other securities, if the
     terms of such Security provide for such conversion or exchange pursuant to
     Section 3.1;

     provided, however, that in determining whether the Holders of the requisite
     principal amount of Outstanding Securities have given any request, demand,
     authorization, direction, notice, consent or waiver hereunder or are
     present at a meeting of Holders of Securities for quorum purposes, (i) the
     principal amount of any Indexed Security that may be counted in making such
     determination and that shall be deemed Outstanding for such purposes shall
     be equal to the principal amount of such Indexed Security at original
     issuance, unless otherwise provided in or pursuant to this Indenture or the
     related Series Authorization, and (ii) the principal amount of a Security
     denominated in a Foreign Currency shall be the Dollar equivalent,
     determined on the date of original issuance of such Security, of the
     principal amount (or, in the case of an Original Issue Discount Security,
     the Dollar equivalent on the date of original issuance of such Security of
     the then current principal amount) of such Security, unless otherwise
     provided in or pursuant

                                      -7-

<PAGE>

     to this Indenture or the related Series Authorization, and (iii) Securities
     owned by the Company or any other obligor upon the Securities or any
     Affiliate of the Company or such other obligor, shall be disregarded and
     deemed not to be Outstanding, except that, in determining whether the
     Trustee shall be protected in making any such determination or relying upon
     any such request, demand, authorization, direction, notice, consent or
     waiver, only Securities which a Responsible Officer of the Trustee actually
     knows to be so owned shall be so disregarded. Securities so owned which
     shall have been pledged in good faith may be regarded as Outstanding if the
     pledgee establishes to the satisfaction of the Trustee (A) the pledgee's
     right so to act with respect to such Securities and (B) that the pledgee is
     not the Company or any other obligor upon the Securities or any Coupons
     appertaining thereto or an Affiliate of the Company or such other obligor.

     "Paying Agent" means any Person authorized by the Company to pay the
      ------------
principal of, or any premium or interest on, or any Additional Amounts with
respect to, any Security or any Coupon on behalf of the Company.

     "PEPS Units" means the $200,000,000 in aggregate principal amount of 8%
      ----------
Premium Equity Participating Security Units issued by the Company.

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

     "Place of Payment," with respect to any Security, means the place or places
      ----------------
where the principal of, or any premium or interest on, or any Additional Amounts
with respect to such Security are payable as provided in or pursuant to this
Indenture or the related Series Authorization.

     "Predecessor Security" of any particular Security means every previous
      --------------------
Security evidencing all or a portion of the same Indebtedness as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 3.6 in exchange for or in
lieu of a lost, destroyed, mutilated or stolen Security or any Security to which
a mutilated, destroyed, lost or stolen Coupon appertains shall be deemed to
evidence the same Indebtedness as the lost, destroyed, mutilated or stolen
Security or the Security to which a mutilated, destroyed, lost or stolen Coupon
appertains.

     "Preferred Stock" in respect of any Corporation means Capital Stock of any
      ---------------
class or classes (however designated) which is preferred as to the payment of
dividends, or as to the distribution of assets upon any voluntary or involuntary
liquidation or dissolution of such Corporation, over shares of Capital Stock of
any other class of such Corporation.

     "principal" means, as of any date of determination with respect to the
      ---------
Securities of any series, (i) in the case of an Original Issue Discount Security
or an Indexed Security, the amount due and payable with respect to principal
upon an acceleration thereof pursuant to Sections 5.2 at such time and (ii) in
all other cases, par or the stated face amount of the related Security.

<PAGE>

     "Redemption Date," with respect to any Security or portion thereof to be
      ---------------
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture or the related Series Authorization.

     "Redemption Price," with respect to any Security or portion thereof to be
      ----------------
redeemed, means the price at which it is to be redeemed as determined by or
pursuant to this Indenture or the related Series Authorization, exclusive of
accrued interest and any Additional Amounts with respect to accrued interest.

     "Registered Security" means any Security established pursuant to Section
      -------------------
2.1 which is registered in a Security Register.

     "Regular Record Date" for the interest payable on any Registered Security
      -------------------
on any Interest Payment Date therefor means the date, if any, specified in or
pursuant to this Indenture or the related Series Authorization as the "Regular
Record Date".

     "Required Currency" has the meaning specified in Section 1.16.
      -----------------

     "Responsible Officer" means any officer within the Corporate Trust Office
      -------------------
of the Trustee with direct responsibility for the administration of this
Indenture and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his or her
knowledge of and familiarity with the particular subject.

     "Security" or "Securities" means any note or notes, bond or bonds,
      --------      ----------
debenture or debentures, or any other evidences of Indebtedness, as the case may
be, authenticated and delivered under this Indenture; provided, however, that,
if at any time there is more than one Person acting as Trustee under this
Indenture, "Securities," with respect to any such Person, shall mean Securities
authenticated and delivered under this Indenture, exclusive, however, of
Securities of any series as to which such Person is not Trustee.

     "Security Register" and "Security Registrar" have the respective meanings
      -----------------       ------------------
specified in Section 3.5

     "Senior Indebtedness" means, with respect to the Securities of any
      -------------------
particular series, all Indebtedness of the Company outstanding at any time,
except (a) the Securities of such series, (b) Indebtedness as to which, by the
terms of the instrument creating or evidencing the same, it is provided that
such Indebtedness is subordinated to or pari passu with the Securities of such
series or any other Indebtedness ranking pari passu therewith, (c) Indebtedness
of the Company to, or guaranteed on behalf of, a Subsidiary of the Company, or
any officer, director or employee of the Company or any Subsidiary of the
Company, (d) interest accruing after the filing of a petition initiating any
proceeding referred to in Section 5.1(6) and 5.1(7) unless such interest is an
allowed claim enforceable against the Company in a proceeding under federal or
state bankruptcy laws, (e) trade accounts payable, (f) any liability for income,
franchise, real estate or other taxes owed or owing, (g) any Indebtedness,
including all other debt securities and guarantees in respect of those debt
securities, initially issued to any trust, partnership or other entity
affiliated with the Company which is a financing vehicle of the Company or any
Affiliate of the Company in connection with the issuance by such entity of
preferred securities or other securities which are similar to preferred
securities that are guaranteed by the Company and (h)

                                      -9-

<PAGE>

the Contract Adjustment Payments or similar obligations for payment with respect
to other securities similar to the PEPS Units.

     "Series Authorization" means, with respect to any series or class of
      --------------------
Securities, (i) a Board Resolution and Officers' Certificate or (ii) one or more
indentures supplemental hereto, establishing such series or class of Securities
and setting forth the terms thereof, including, in either case, a form of note
or notes representing such Securities.

     "Special Record Date" for the payment of any Defaulted Interest on any
      -------------------
Registered Security means a date fixed by the Company pursuant to Section 3.7.

     "Stated Maturity," with respect to any Security or any installment of
      ---------------
principal thereof or interest thereon or any Additional Amounts with respect
thereto, means the date established by or pursuant to this Indenture or the
related Series Authorization as the fixed date on which the principal of such
Security or such installment of principal or interest is, or such Additional
Amounts are, due and payable.

     "Subsidiary" means, in respect of any Person, any Corporation, limited or
      ----------
general partnership or other business entity of which at the time of
determination more than 50% of the voting power of the shares of its Capital
Stock or other interests (including partnership interests) entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is owned or controlled, directly or
indirectly, by (i) such Person, (ii) such Person and one or more Subsidiaries of
such Person or (iii) one or more Subsidiaries of such Person.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended,
      -------------------
and any reference herein to the Trust Indenture Act or a particular provision
thereof shall mean such Act or provision, as the case may be, as amended or
replaced from time to time or as supplemented from time to time by rules or
regulations adopted by the Commission under or in furtherance of the purposes of
such Act or provision, as the case may be.

     "Trustee" means the Person named as the "Trustee" in the first paragraph of
      -------
this instrument until a successor Trustee shall have become such with respect to
one or more series of Securities pursuant to the applicable provisions of this
Indenture, and thereafter "Trustee" shall mean each Person who is then a Trustee
hereunder; provided, however, that if at any time there is more than one such
Person, "Trustee" shall mean each such Person and as used with respect to the
Securities of any series shall mean the Trustee with respect to the Securities
of such series.

     "United States," except as otherwise provided in or pursuant to this
      -------------
Indenture or any Series Authorization, means the United States of America
(including the states thereof and the District of Columbia), its territories and
possessions and other areas subject to its jurisdiction.

     "U.S. Depository" or "Depository" means, with respect to any Security
      ---------------
issuable or issued in the form of one or more global Securities, the Person
designated as U.S. Depository or Depository by the Company in or pursuant to
this Indenture or the related Series Authorization, which Person must be, to the
extent required by applicable law or regulation, a clearing agency registered
under the Securities Exchange Act of 1934, as amended, and, if so provided with
respect to any Security, any successor to such Person. If at any time there is
more than one such

                                      -10-

<PAGE>

Person, "U.S. Depository" or "Depository" shall mean, with respect to any
Securities, the qualifying entity which has been appointed with respect to such
Securities.

     "Vice President," when used with respect to the Company or the Trustee,
      --------------
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 in this Indenture, upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that, in the opinion of such counsel, such
action is authorized or permitted by this Indenture 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 or any of
them is specifically required by any provision of this Indenture 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 Indenture shall include:

          (a) a statement that the individual signing such certificate or
     opinion has read such condition or covenant 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 has made
     such examination or investigation as is necessary to enable him to express
     an informed opinion as to whether or not such condition or covenant has
     been complied with; and

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

     Section 1.3.  Form of Documents Delivered to Trustee.
                   --------------------------------------

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

     Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon an Opinion of Counsel, provided
that such officer, after reasonable

                                      -11-

<PAGE>

inquiry, has no reason to believe and does not believe that the Opinion of
Counsel with respect to the matters upon which his certificate or opinion is
based is erroneous. Any such 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, provided
that such counsel, after reasonable inquiry, has no reason to believe and does
not believe 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 Indenture or any Security, they may, but need not, be
consolidated and form one instrument.

     Section 1.4.  Acts of Holders.
                   ---------------

     (1) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by or pursuant to this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing. If, but only if, Securities of a series are issuable as
Bearer Securities, any request, demand, authorization, direction, notice,
consent, waiver or other action provided in or pursuant to this Indenture or the
related Series Authorization to be given or taken by Holders of Securities of
such series may, alternatively, be embodied in and evidenced by the record of
Holders of Securities of such series voting in favor thereof, either in person
or by proxies duly appointed in writing, at any meeting of Holders of Securities
of such series duly called and held in accordance with the provisions of Article
15, or a combination of such instruments and any such record. Except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments or record or both are received by a Responsible
Officer of the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments and any such record (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments or so voting at any
 ---
such meeting. Proof of execution of any such instrument or of a writing
appointing any such agent, or of the holding by any Person of a Security, shall
be sufficient for any purpose of this Indenture and (subject to Section 315 of
the Trust Indenture Act) conclusive in favor of the Trustee, the Company and any
agent of the Trustee or the Company, if made in the manner provided in this
Section. The record of any meeting of Holders of Securities shall be proved in
the manner provided in Section 15.6.

     (2) Without limiting the generality of this Section 1.4, unless otherwise
provided in or pursuant to this Indenture or the related Series Authorization, a
Holder, including a U.S. Depository that is a Holder of a global Security, may
make, give or take, by a proxy or proxies duly appointed in writing, any
request, demand, authorization, direction, notice, consent, waiver or other Act
provided in or pursuant to this Indenture or the related Series Authorization to
be made, given or taken by Holders, and a U.S. Depository that is a Holder of a
global Security may provide its proxy or proxies to the beneficial owners of
interests in any such global Security through such U.S. Depository's standing
instructions and customary practices.

     (3) The Company shall fix a record date for the purpose of determining the
Persons who are beneficial owners of interest in any permanent global Security
held by a U.S. Depository

                                      -12-

<PAGE>

entitled under the procedures of such U.S. Depository to make, give or take, by
a proxy or proxies duly appointed in writing, any request, demand,
authorization, direction, notice, consent, waiver or other Act provided in or
pursuant to this Indenture or the related Series Authorization to be made, given
or taken by Holders. If such a record date is fixed, the Holders on such record
date or their duly appointed proxy or proxies, and only such Persons, shall be
entitled to make, give or take such request, demand, authorization, direction,
notice, consent, waiver or other Act, whether or not such Holders remain Holders
after such record date. No such request, demand, authorization, direction,
notice, consent, waiver or other Act shall be valid or effective if made, given
or taken more than 90 days after such record date.

     (4) The fact and date of the execution by any Person of any such instrument
or writing referred to in this Section 1.4 may be proved in any reasonable
manner; and the Trustee may in any instance require further proof, including
written proof, with respect to any of the matters referred to in this Section.

     (5) The ownership, principal amount and serial numbers of Registered
Securities held by any Person, and the date of the commencement and the date of
the termination of holding the same, shall be proved by the Security Register.

     (6) The ownership, principal amount and serial numbers of Bearer Securities
held by any Person, and the date of the commencement and the date of the
termination of holding the same, may be proved by the production of such Bearer
Securities or by a certificate executed, as depositary, by any trust company,
bank, banker or other depositary reasonably acceptable to the Company, wherever
situated, if such certificate shall be deemed by the Company and the Trustee to
be satisfactory, showing that at the date therein mentioned such Person had on
deposit with such depositary, or exhibited to it, the Bearer Securities therein
described; or such facts may be proved by the certificate or affidavit of the
Person holding such Bearer Securities, if such certificate or affidavit is
deemed by the Trustee to be satisfactory. The Trustee and the Company may assume
that such ownership of any Bearer Security continues until (i) another
certificate or affidavit bearing a later date issued in respect of the same
Bearer Security is produced, or (ii) such Bearer Security is produced to the
Trustee by some other Person, or (iii) such Bearer Security is surrendered in
exchange for a Registered Security, or (iv) such Bearer Security is no longer
Outstanding. The ownership, principal amount and serial numbers of Bearer
Securities held by the Person so executing such instrument or writing and the
date of the commencement and the date of the termination of holding the same may
also be proved in any other manner which the Company and the Trustee deem
sufficient.

     (7) If the Company shall solicit from the Holders of any Registered
Securities any request, demand, authorization, direction, notice, consent,
waiver or other Act, the Company may at its option (but is not obligated to), by
Board Resolution, fix in advance a record date for the determination of Holders
of Registered Securities entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other Act. If such a record date is fixed,
such request, demand, authorization, direction, notice, consent, waiver or other
Act may be given before or after such record date, but only the Holders of
Registered Securities of record at the close of business on such record date
shall be deemed to be Holders for the purpose of determining whether Holders of
the requisite proportion of Outstanding Securities have authorized or agreed or
consented to such request, demand, authorization, direction, notice,

                                      -13-

<PAGE>

consent, waiver or other Act, and for that purpose the Outstanding
Securities shall be computed as of such record date; provided that no such
authorization, agreement or consent by the Holders of Registered Securities
shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than six months after the record date.

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

     Section 1.5.  Notices, etc.
                   ------------

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

     (1) the Trustee by any Holder or the Company shall be sufficient for every
purpose hereunder if made, given, furnished or filed in writing to or with the
Trustee at its Corporate Trust Office, or

     (2) the Company by the Trustee or any Holder shall be sufficient for every
purpose hereunder (unless otherwise herein expressly provided) if in writing and
mailed, first-class postage prepaid, to the Company addressed to the attention
of its Treasurer, with a copy to the attention of its General Counsel, at the
address of its principal office specified in the first paragraph of this
instrument or at any other address previously furnished in writing to the
Trustee by the Company.

     Section 1.6.  Notice to Holders of Securities; Waiver.
                   ---------------------------------------

     Except as otherwise expressly provided in or pursuant to this Indenture or
the related Series Authorization, where this Indenture provides for notice to
Holders of Securities of any event,

     (1) such notice shall be sufficiently given to Holders of Registered
Securities if in writing and mailed, first-class postage prepaid, to each Holder
of a Registered Security affected by such event, at his address as it appears in
the Security Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice; and

     (2) such notice shall be sufficiently given to Holders of Bearer
Securities, if any, if published in an Authorized Newspaper in The City of New
York and, if such Securities are then listed on any stock exchange outside the
United States, in an Authorized Newspaper in such city as the Company shall
advise the Trustee in writing that such stock exchange so requires, on a
Business Day at least twice, the first such publication to be not earlier than
the earliest date and the second such publication not later than the latest date
prescribed for the giving of such notice.

                                      -14-

<PAGE>

     In any case where notice to Holders of Registered Securities is given by
mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder of a Registered Security shall affect the
sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided herein. Any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given or provided. In
the 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 Trustee shall constitute
a sufficient notification for every purpose hereunder.

     In case by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearers Securities as provided
above, then such notification to Holders of Bearer Securities as shall be given
with the approval of the Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder. Neither failure to give notice by
publication to Holders of Bearer Securities as provided above, nor any defect in
any notice so published, shall affect the sufficiency of any notice mailed to
Holders of Registered Securities as provided above.

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

     Section 1.7.  Language of Notices.
                   -------------------

     Any request, demand, authorization, direction, notice, consent, election or
waiver required or permitted under this Indenture shall be in the English
language, except that, if the Company so elects, any published notice may be in
an official language of the country of publication.

     Section 1.8.  Conflict with Trust Indenture Act.
                   ---------------------------------

     If any provision hereof limits, qualifies or conflicts with any duties
under any required provision of the Trust Indenture Act imposed hereon by
Section 318(c) thereof, such required provision shall control.

     Section 1.9.  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 1.10. Successors and Assigns.
                   ----------------------

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

                                      -15-

<PAGE>

     Section 1.11.  Separability Clause.
                    -------------------

     In case any provision in this Indenture, any Security or any Coupon shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.

     Section 1.12.  Benefits of Indenture.
                    ---------------------

     Nothing in this Indenture, any Security or any Coupon, express or implied,
shall give to any Person, other than the parties hereto and holders of Senior
Indebtedness, any Security Registrar, any Paying Agent, any Authenticating Agent
and their successors hereunder and the Holders of Securities or Coupons, any
benefit or any legal or equitable right, remedy or claim under this Indenture.

     Section 1.13.  Governing Law.
                    -------------

     This Indenture, the Securities and any Coupons shall be governed by and
construed in accordance with the laws of the State of New York applicable to
agreements made or instruments entered into and, in each case, performed in said
state.

     Section 1.14.  Non-Business Days.
                    -----------------

     Unless otherwise specified in or pursuant to this Indenture or the related
Series Authorization, in any case where any Interest Payment Date, Stated
Maturity or Maturity of any Security, or the last date on which a Holder has the
right to convert or exchange Securities of a series that are convertible or
exchangeable, shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture, any Security or any
Coupon other than a provision in any Security or Coupon that specifically states
that such provision shall apply in lieu hereof) payment need not be made at such
Place of Payment on such date, and such Securities need not be converted or
exchanged on such date but such payment may be made, and such Securities may be
converted or exchanged, on the next succeeding day that is a Business Day at
such Place of Payment with the same force and effect as if made on the Interest
Payment Date or at the Stated Maturity or Maturity or on such last day for
conversion or exchange, and no interest shall accrue on the amount payable on
such date or at such time for the period from and after such Interest Payment
Date, Stated Maturity, Maturity or last day for conversion or exchange, as the
case may be, to such next succeeding Business Day.

     Section 1.15.  Counterparts.
                    ------------

     This Indenture may be executed in several counterparts, each of which shall
be an original and all of which shall constitute but one and the same
instrument.

     Section 1.16.  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 in respect of the principal of, or
premium or interest, if any, or Additional Amounts on the Securities of any
series (the "Required Currency") into a currency in which a judgment will
             -----------------

                                      -16-

<PAGE>

be rendered (the "Judgment Currency"), the rate of exchange used shall be the
                  -----------------
rate at which in accordance with normal banking procedures the Trustee could
purchase in The City of New York the requisite amount of the Required Currency
with the Judgment Currency on the New York Banking Day preceding the day on
which a final unappealable judgment is given and (b) its obligations under this
Indenture 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 Indenture. For purposes 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 1.17.  No Security Interest Created.
                    ----------------------------

     Nothing in this Indenture or in any Securities, express or implied, shall
be construed to constitute a security interest under the Uniform Commercial Code
or similar legislation, as now or hereafter enacted and in effect in any
jurisdiction where property of the Company or its Subsidiaries is or may be
located.

     Section 1.18.  Limitation on Individual Liability.
                    ----------------------------------

     No recourse under or upon any obligation, covenant or agreement contained
in this Indenture or in any Security, or for any claim based thereon or
otherwise in respect thereof, shall be had against any incorporator,
shareholder, officer or director, as such, past, present or future, of the
Company, either directly or through the Company, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that this Indenture and the
obligations issued hereunder are solely corporate obligations, and that no such
personal liability whatever shall attach to, or is or shall be incurred by, the
incorporators, shareholders, officers or directors, as such, of the Company, or
any of them, because of the creation of the indebtedness hereby authorized, or
under or by reason of the obligations, covenants or agreements contained in this
Indenture or in any Security or implied therefrom; and that any and all such
personal liability of every name and nature, either at common law or in equity
or by constitution or statute, of, and any and all such rights and claims
against, every such incorporator, shareholder, officer or director, as such,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or in any Security or implied therefrom, are hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture and the issuance of such Security.

                                      -17-

<PAGE>

     Section 1.19. Submission to Jurisdiction.
                   --------------------------

     The Company agrees that any judicial proceedings instituted in relation to
any matter arising under this Indenture, the Securities or any Coupons
appertaining thereto may be brought in any United States Federal or New York
State court sitting in the Borough of Manhattan, The City of New York, New York
to the extent that such court has subject matter jurisdiction over the
controversy, and, by execution and delivery of this Indenture, the Company
hereby irrevocably accepts, generally and unconditionally, the jurisdiction of
the aforesaid courts, acknowledges their competence and irrevocably agrees to be
bound by any judgment rendered in such proceeding. The Company also irrevocably
and unconditionally waives for the benefit of the Trustee and the Holders of the
Securities and Coupons any immunity from jurisdiction and any immunity from
legal process (whether through service or notice, attachment prior to judgment,
attachment in the aid of execution, execution or otherwise) in respect of this
Indenture. The Company hereby irrevocably designates and appoints for the
benefit of the Trustee and the Holders of the Securities and Coupons for the
term of this Indenture PartnerRe U.S. Corporation, One Greenwich Plaza,
Greenwich, CT 06830-6352, as its agent to receive on its behalf service of all
process (with a copy of all such service of process to be delivered to the
Company pursuant to Section 1.5 and to Willkie Farr & Gallagher, 787 Seventh
Avenue, New York, NY 10019-6099, Attention: John S. D'Alimonte) brought against
it with respect to any such proceeding in any such court in The City of New
York, such service being hereby acknowledged by the Company to be effective and
binding service on it in every respect whether or not the Company shall then be
doing or shall have at any time done business in New York. Such appointment
shall be irrevocable so long as any of the Securities or Coupons or the
obligations of the Company hereunder remain outstanding, or until the
appointment of a successor by the Company and such successor's acceptance of
such appointment. Upon such acceptance, the Company shall notify the Trustee in
writing of the name and address of such successor. The Company further agrees
for the benefit of the Trustee and the Holders of the Securities and the Coupons
to take any and all action, including the execution and filing of any and all
such documents and instruments, as may be necessary to continue such designation
and appointment of PartnerRe U.S. Corporation as its agent in full force and
effect so long as any of the Securities or Coupons or the obligations of the
Company hereunder shall be outstanding. The Trustee shall not be obligated and
shall have no responsibility with respect to any failure by the Company to take
any such action. Nothing herein shall affect the right to serve process in any
other manner permitted by any law or limit the right of the Trustee or any
Holder to institute proceedings against the Company in the courts of any other
jurisdiction or jurisdictions.

                                   Article 2

                                SECURITIES FORMS

     Section 2.1.  Forms Generally.
                   ---------------

     Each Registered Security, Bearer Security, Coupon and temporary or
permanent global Security issued pursuant to this Indenture shall be in the form
established by or pursuant to the related Series Authorization, shall have such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by or pursuant to this Indenture or the related Series
Authorization or any indenture supplemental hereto and may have such letters,
numbers or other

                                      -18-

<PAGE>

marks of identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officers executing such Security or
Coupon as evidenced by their execution of such Security or Coupon.

     Unless otherwise provided in or pursuant to the related Series
Authorization, the Securities shall be issuable in registered form without
Coupons and shall not be issuable upon the exercise of warrants.

     Definitive Securities and definitive Coupons shall be printed, lithographed
or engraved or produced by any combination of these methods on a steel engraved
border or steel engraved borders or may be produced in any other manner, all as
determined by the officers of the Company executing such Securities or Coupons,
as evidenced by their execution of such Securities or Coupons.

     Section 2.2. Form of Trustee's Certificate of Authentication.
                  -----------------------------------------------

     Subject to Section 6.11, the Trustee's certificate of authentication shall
be in substantially the following form:

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

                                     JPMORGAN CHASE BANK, as Trustee



                                     By: _____________________________________
                                                 Authorized Officer

     Section 2.3. Securities in Global Form.
                  -------------------------

     Unless otherwise provided in or pursuant to the related Series
Authorization, the Securities of a series shall not be issuable in temporary or
permanent global form. If Securities of a series shall be issuable in global
form, any such Security may provide that it or any number of such Securities
shall represent the aggregate amount of all Outstanding Securities of such
series (or such lesser amount as is permitted by the terms thereof) from time to
time endorsed thereon and may also provide that the aggregate amount of
Outstanding Securities represented thereby may from time to time be increased or
reduced to reflect exchanges. Any endorsement of any Security in global form to
reflect the amount, or any increase or decrease in the amount, or changes in the
rights of Holders, of Outstanding Securities represented thereby shall be made
in such manner and by such Person or Persons as shall be specified therein or in
the Company Order to be delivered pursuant to Section 3.3 or Section 3.4 with
respect thereto. Subject to the provisions of Section 3.3 and, if applicable,
Section 3.4, the Trustee shall deliver and redeliver, in each case at the
Company's expense, any Security in permanent global form in the manner and upon
written instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 3.3 or Section
3.4 has been, or simultaneously is, delivered, any instructions by the Company
with respect to a Security in

                                      -19-

<PAGE>

global form shall be in writing and, with respect to matters set forth in this
Section 2.3, need not be accompanied by or contained in an Officers' Certificate
and need not be accompanied by an Opinion of Counsel.

     Notwithstanding the provisions of Section 3.7, unless otherwise specified
in or pursuant to the related Series Authorization, payment of principal of, any
premium and interest on, and any Additional Amounts in respect of, any Security
in temporary or permanent global form shall be made to the Person or Persons
specified therein.

     Notwithstanding the provisions of Section 3.8 and except as provided in the
preceding paragraph, the Company, the Trustee and any agent of the Company or
the Trustee shall treat as the Holder of such principal amount of Outstanding
Securities represented by a global Security (i) in the case of a global Security
in registered form, the Holder of such global Security in registered form, or
(ii) in the case of a global Security in bearer form, the Person or Persons
specified pursuant to Section 3.1.

                                   Article 3

                                 THE SECURITIES

     Section 3.1. Amount Unlimited; Issuable in Series.
                  ------------------------------------

     The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited. The Securities may be issued in one
or more series. The Securities of each series shall be subordinated in right of
payment to all Senior Indebtedness with respect to such series as provided in
Article 16.

     With respect to any Securities to be authenticated and delivered hereunder,
there shall be established in the related Series Authorization, the following:

     (1) the title of such Securities and the series in which such Securities
shall be included;

     (2) any limit upon the aggregate principal amount of the Securities of such
title or the Securities of such series which may be authenticated and delivered
under this Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Securities
of such series pursuant to Section 3.4, Section 3.5, Section 3.6, Section 9.5 or
Section 11.7, upon repayment in part of any Registered Security of such series
pursuant to Article 13, upon surrender in part of any Registered Security for
conversion into Common Stock of the Company or exchange for other securities
pursuant to its terms, or pursuant to or as contemplated by the terms of such
Securities);

     (3) if such Securities are to be issuable as Registered Securities, as
Bearer Securities or alternatively as Bearer Securities and Registered
Securities, and whether the Bearer Securities are to be issuable with Coupons,
without Coupons or both, and any restrictions applicable to the offer, sale or
delivery of the Bearer Securities and the terms, if any, upon which Bearer
Securities may be exchanged for Registered Securities and vice versa;

                                      -20-

<PAGE>

     (4) if any of such Securities are to be issuable in global form, when any
of such Securities are to be issuable in global form and (i) whether such
Securities are to be issued in temporary or permanent global form or both, (ii)
whether beneficial owners of interests in any such global Security may exchange
such interests for definitive Securities of the same series and of like tenor
and of any authorized form and denomination, and the circumstances under which
any such exchanges may occur, if other than in the manner specified in Section
3.5, and (iii) the name of the Depository or the U.S. Depository, as the case
may be, with respect to any such global Security;

     (5) if any of such Securities are to be issuable as Bearer Securities or in
global form, the date as of which any such Bearer Security or global Security
shall be dated (if other than the date of original issuance of the first of such
Securities to be issued);

     (6) if any of such Securities are to be issuable as Bearer Securities,
whether interest in respect of any portion of a temporary Bearer Security in
global form payable in respect of an Interest Payment Date therefor prior to the
exchange, if any, of such temporary Bearer Security for definitive Securities
shall be paid to any clearing organization with respect to the portion of such
temporary Bearer Security held for its account and, in such event, the terms and
conditions (including any certification requirements) upon which any such
interest payment received by a clearing organization will be credited to the
Persons entitled to interest payable on such Interest Payment Date;

     (7) the date or dates, or the method or methods, if any, by which such date
or dates shall be determined, on which the principal of such Securities is
payable;

     (8) the rate or rates at which such Securities shall bear interest, if any,
or the method or methods, if any, by which such rate or rates are to be
determined, the date or dates, if any, from which such interest shall accrue or
the method or methods, if any, by which such date or dates are to be determined,
the Interest Payment Dates, if any, on which such interest shall be payable on a
cash basis and the Regular Record Date, if any, for the interest payable on
Registered Securities on any Interest Payment Date, whether and under what
circumstances Additional Amounts on such Securities or any of them shall be
payable, the notice, if any, to Holders regarding the determination of interest
on a floating rate Security and the manner of giving such notice, and the basis
upon which interest shall be calculated if other than that of a 360-day year of
twelve 30-day months;

     (9) if in addition to or other than the Borough of Manhattan, The City of
New York, the place or places where the principal of, any premium and interest
on or any Additional Amounts with respect to such Securities shall be payable,
any of such Securities that are Registered Securities may be surrendered for
registration of transfer or exchange, any of such Securities may be surrendered
for conversion or exchange and notices or demands to or upon the Company in
respect of such Securities and this Indenture may be served, the extent to
which, or the manner in which, any interest payment or Additional Amounts on a
global Security on an Interest Payment Date, will be paid and the manner in
which any principal of or premium, if any, on any global Security will be paid;

                                      -21-

<PAGE>

     (10) whether any of such Securities are to be redeemable at the option of
the Company and, if so, the date or dates on which, the period or periods within
which, the price or prices at which and the other terms and conditions upon
which such Securities may be redeemed, in whole or in part, at the option of the
Company;

     (11) whether the Company is obligated to redeem or purchase any of such
Securities pursuant to any sinking fund or analogous provision or at the option
of any Holder thereof and, if so, the date or dates on which, the period or
periods within which, the price or prices at which and the other terms and
conditions upon which such Securities shall be redeemed or purchased, in whole
or in part, pursuant to such obligation, and any provisions for the remarketing
of such Securities so redeemed or purchased;

     (12) the denominations in which any of such Securities that are Registered
Securities shall be issuable if other than denominations of $1,000 and any
integral multiple thereof, and the denominations in which any of such Securities
that are Bearer Securities shall be issuable if other than the denomination of
$5,000;

     (13) whether the Securities of the series will be convertible into shares
of Common Stock of the Company and/or exchangeable for other securities, whether
or not issued by the Company, and, if so, the terms and conditions upon which
such Securities will be so convertible or exchangeable, and any deletions from
or modifications or additions to this Indenture to permit or to facilitate the
issuance of such convertible or exchangeable Securities or the administration
thereof;

     (14) if other than the principal face amount thereof, the portion of the
par or stated face amount of any of such Securities that shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 5.2 or
the method by which such portion is to be determined or, in the case of Indexed
Securities, the portion of the principal face amount that shall be payable upon
Stated Maturity or the method by which such portion is to be determined;

     (15) if other than Dollars, the Foreign Currency in which payment of the
principal of, any premium or interest on or any Additional Amounts with respect
to any of such Securities shall be payable;

     (16) if the principal of, any premium or interest on or any Additional
Amounts with respect to any of such Securities are to be payable, at the
election of the Company or a Holder thereof or otherwise, in Dollars or in a
Foreign Currency other than that in which such Securities are stated to be
payable, the date or dates on which, the period or periods within which, and the
other terms and conditions upon which, such election may be made, and the time
and manner of determining the exchange rate between the Currency in which such
Securities are stated to be payable and the Currency in which such Securities or
any of them are to be paid pursuant to such election, and any deletions from or
modifications of or additions to the terms of this Indenture to provide for or
to facilitate the issuance of Securities denominated or payable, at the election
of the Company or a Holder thereof or otherwise, in a Foreign Currency;

     (17) whether the amount of payments of principal of, any premium or
interest on or any Additional Amounts with respect to such Securities may be
determined with reference to an

                                      -22-

<PAGE>

index, formula or other method or methods (which index, formula or method or
methods may be based, without limitation, on one or more Currencies,
commodities, equity securities, equity indices or other indices), and, if so,
the terms and conditions upon which and the manner in which such amounts shall
be determined and paid or payable;

     (18) the relative degree, if any, to which Securities of such series shall
be senior to or be subordinated to other series of Securities or other
Indebtedness of the Company in right of payment, whether such other series of
Securities or other Indebtedness is outstanding or not;

     (19) any deletions from, modifications of or additions to the Events of
Default or covenants of the Company with respect to any of such Securities,
whether or not such Events of Default or covenants are consistent with the
Events of Default or covenants set forth herein;

     (20) whether either or both of Section 4.2(2) relating to defeasance or
Section 4.2(3) relating to covenant defeasance shall not be applicable to the
Securities of such series, or any covenants in addition to those specified in
Section 4.2(3) relating to the Securities of such series which shall be subject
to covenant defeasance, and any deletions from, or modifications or additions
to, the provisions of Article 4 in respect of the Securities of such series;

     (21) whether any of such Securities are to be issuable upon the exercise of
warrants, and the time, manner and place for such Securities to be authenticated
and delivered;

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

     (23) if there is more than one Trustee, the identity of the Trustee and, if
not the Trustee, the identity of each Security Registrar, Paying Agent or
Authenticating Agent with respect to such Securities; and

     (24) any other terms of such Securities and any other deletions from or
modifications or additions to this Indenture in respect of such Securities.

     If any terms or provisions set forth in the related Series Authorization
pursuant to this Section 3.1 conflict or are otherwise inconsistent with other
terms or provisions set forth in this Indenture (regardless of whether this
Indenture otherwise provides that such other terms or provisions are subject to
the provisions of the related Series Authorization), the terms and provisions of
the related Series Authorization shall control.

     All Securities of any one series and all Coupons, if any, appertaining to
Bearer Securities of such series shall be substantially identical except as to
Currency of payments due thereunder, denomination and the rate of interest
thereon, or method of determining the rate of interest, if any, Maturity, and
the date from which interest, if any, shall accrue and except as may otherwise
be provided by the Company in or pursuant to the Board Resolution and set forth
in the Officers' Certificate or in any indenture or indentures supplemental
hereto pertaining to such series of Securities. The terms of the Securities of
any series may provide, without limitation, that the Securities shall be
authenticated and delivered by the Trustee on original issue from time to time

                                      -23-

<PAGE>

upon written order of persons designated in the Officers' Certificate or
supplemental indenture and that such persons are authorized to determine,
consistent with such Officers' Certificate or any applicable supplemental
indenture, such terms and conditions of the Securities of such series as are
specified in such Officers' Certificate or supplemental indenture. All
Securities of any one series need not be issued at the same time and, unless
otherwise so provided, a series may be reopened for issuances of additional
Securities of such series or to establish additional terms of such series of
Securities.

     If any of the terms of the Securities of any series shall be established by
action taken by or pursuant to a Board Resolution, the Board Resolution shall be
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of such series.

     Section 3.2.  Currency; Denominations.
                   -----------------------

     Unless otherwise provided in or pursuant to this Indenture or the related
Series Authorization, the principal of, any premium and interest on and any
Additional Amounts with respect to the Securities shall be payable in Dollars.
Unless otherwise provided in or pursuant to this Indenture or the related Series
Authorization, Registered Securities denominated in Dollars shall be issuable in
registered form without Coupons in denominations of $1,000 and any integral
multiple thereof, and the Bearer Securities denominated in Dollars shall be
issuable in the denomination of $5,000. Securities not denominated in Dollars
shall be issuable in such denominations as are established with respect to such
Securities in or pursuant to this Indenture or the related Series Authorization.

     Section 3.3.  Execution, Authentication, Delivery and Dating.
                   ----------------------------------------------

     Securities shall be executed on behalf of the Company by an Authorized
Officer and attested by a different Authorized Officer. Coupons shall be
executed on behalf of the Company by the Chief Financial Officer or Chief
Accounting Officer of the Company. The signature of any of these officers on the
Securities or any Coupons appertaining thereto may be manual or facsimile.

     Securities and any Coupons appertaining thereto 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 Securities and Coupons or did not hold such offices at the date
of original issuance of such Securities or Coupons.

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities, together with any Coupons
appertaining thereto, executed by the Company, to the Trustee for authentication
and, provided that the Board Resolution and Officers' Certificate or
supplemental indenture or indentures with respect to such Securities referred to
in Section 3.1 and a Company Order for the authentication and delivery of such
Securities have been delivered to the Trustee, the Trustee in accordance with
the Company Order and subject to the provisions hereof and of such Securities
shall authenticate and deliver such Securities. In authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities and any Coupons appertaining thereto, the Trustee

                                      -24-

<PAGE>

shall be entitled to receive, and (subject to Sections 315(a) through 315(d) of
the Trust Indenture Act) shall be fully protected in, and may conclusively rely
upon,

     (1) an Opinion or Opinions of Counsel to the effect that:

           (a) the form or forms and terms of such Securities and Coupons, if
     any, have been established in conformity with the provisions of this
     Indenture;

           (b) all conditions precedent to the authentication and delivery of
     such Securities and Coupons, if any, appertaining thereto, have been
     complied with and that such Securities and Coupons, when completed by
     appropriate insertions and authenticated and delivered by the Trustee and
     issued by the Company in the manner and subject to any conditions specified
     in such Opinion of Counsel, will constitute legal, valid and binding
     obligations of the Company, enforceable against the Company in accordance
     with their terms, except as enforcement thereof may be subject to or
     limited by bankruptcy, insolvency, reorganization, moratorium, arrangement,
     fraudulent conveyance, fraudulent transfer or other similar laws relating
     to or affecting creditors' rights generally, and subject to general
     principles of equity (regardless of whether enforcement is sought in a
     proceeding in equity or at law) and will entitle the Holders thereof to the
     benefits of this Indenture; such Opinion of Counsel need express no opinion
     as to the availability of equitable remedies;

           (c) all laws and requirements in respect of the execution and
     delivery by the Company of such Securities and Coupons, if any, have been
     complied with; and

           (d) this Indenture has been qualified under the Trust Indenture Act;
     and

     (2) an Officers' Certificate stating that all conditions precedent to the
execution, authentication and delivery of such Securities and Coupons, if any,
appertaining thereto, have been complied with and that, to the best knowledge of
the Persons executing such certificate, no event which is, or after notice or
lapse of time would become, an Event of Default with respect to any of the
Securities shall have occurred and be continuing.

     If all the Securities of any series are not to be issued at one time, it
shall not be necessary to deliver an Opinion of Counsel and an Officers'
Certificate at the time of issuance of each Security, but such opinion and
certificate, with appropriate modifications, shall be delivered at or before the
time of issuance of the first Security of such series. After any such first
delivery, any separate written request by an Authorized Officer of the Company
or any person designated in writing by an Authorized Officer that the Trustee
authenticate and deliver Securities of such series for original issue will be
deemed to be a certification by the Company that all conditions precedent
provided for in this Indenture relating to authentication and delivery of such
Securities continue to have been complied with.

     The Trustee shall not be required to authenticate or to cause an
Authenticating Agent to authenticate any Securities, nor will it be liable for
its refusal to authenticate or cause an Authenticating Agent to authenticate any
Securities, if the issue of such Securities will affect the Trustee's own
rights, duties or immunities under the Securities and this Indenture or
otherwise in a manner which is not reasonably acceptable to the Trustee or if
the Trustee, being advised by

                                      -25-

<PAGE>

counsel, determines that such action may not lawfully be taken or may expose the
Trustee to personal liability to existing Holders or others.

         Each Registered Security shall be dated the date of its authentication.
Each Bearer Security and any Bearer Security in global form shall be dated as of
the date specified in or pursuant to the related Series Authorization.

         No Security or Coupon appertaining thereto shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose, unless
there appears on such Security a certificate of authentication substantially in
the form provided for in Section 2.2 or Section 6.11executed by or on behalf of
the Trustee or by the Authenticating Agent by the manual signature of one of its
authorized officers. Such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder. Except as permitted by Section 3.6 or Section 3.7, the
Trustee shall not authenticate and deliver any Bearer Security unless all
Coupons appertaining thereto then matured have been detached and cancelled.

         Section 3.4. Temporary Securities.
                      --------------------

         Pending the preparation of definitive Securities, the Company may
execute and deliver to the Trustee and, upon Company Order, the Trustee shall
authenticate and deliver, in the manner provided in Section 3.3, temporary
Securities in lieu thereof which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued, in registered form or, if authorized in or pursuant to this
Indenture or the related Series Authorization, in bearer form with one or more
Coupons or without Coupons and with such appropriate insertions, omissions,
substitutions and other variations as the officers of the Company executing such
Securities may determine, as conclusively evidenced by their execution of such
Securities. Such temporary Securities may be in global form.

         Except in the case of temporary Securities in global form, which shall
be exchanged in accordance with the provisions thereof, if temporary Securities
are issued, the Company shall cause definitive Securities to be prepared without
unreasonable delay. After the preparation of definitive Securities of the same
series and containing terms and provisions that are identical to those of any
temporary Securities, such temporary Securities shall be exchangeable for such
definitive Securities upon surrender of such temporary Securities at an Office
or Agency for such Securities, without charge to any Holder thereof. Upon
surrender for cancellation of any one or more temporary Securities (accompanied
by any unmatured Coupons appertaining thereto), the Company shall execute and
the Trustee upon Company Order shall authenticate and deliver in exchange
therefor a like principal amount of definitive Securities of authorized
denominations of the same series and containing identical terms and provisions;
provided, however, that no definitive Bearer Security, except as provided in or
pursuant to this Indenture or the related Series Authorization, shall be
delivered in exchange for a temporary Registered Security; and provided,
further, that a definitive Bearer Security shall be delivered in exchange for a
temporary Bearer Security only in compliance with the conditions set forth in or
pursuant to this Indenture or the related Series Authorization. Unless otherwise
provided in or pursuant to this Indenture or the related Series Authorization
with respect to a temporary global Security, until so exchanged

                                      -26-

<PAGE>

the temporary Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities of such series.

         Section 3.5. Registration, Transfer and Exchange.
                      -----------------------------------

         With respect to the Registered Securities of each series, if any, the
Company shall cause to be kept a register (each such register being herein
sometimes referred to as the "Security Register") at an Office or Agency for
                              -----------------
such series in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of the Registered
Securities of such series and of transfers of the Registered Securities of such
series. Such Office or Agency shall be the "Security Registrar" for that series
                                            ------------------
of Securities. Unless otherwise specified in or pursuant to this Indenture or
the related Series Authorization, the Trustee shall be the initial Security
Registrar for each series of Securities. The Company shall have the right to
remove and replace from time to time the Security Registrar for any series of
Securities; provided that no such removal or replacement shall be effective
until a successor Security Registrar with respect to such series of Securities
shall have been appointed by the Company and shall have accepted such
appointment by the Company. In the event that the Trustee shall not be or shall
cease to be Security Registrar with respect to a series of Securities, it shall
have the right to examine the Security Register for such series at all
reasonable times. There shall be only one Security Register for each series of
Securities.

         Upon surrender for registration of transfer of any Registered Security
of any series at any Office or Agency for such series, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Registered Securities of
the same series denominated as authorized in or pursuant to this Indenture or
the related Series Authorization, of a like aggregate principal amount bearing a
number not contemporaneously outstanding and containing identical terms and
provisions.

         At the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series containing
identical terms and provisions, in any authorized denominations, and of a like
aggregate principal amount, upon surrender of the Securities to be exchanged at
any Office or Agency for such series. Whenever any Registered Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Registered Securities which the Holder making the
exchange is entitled to receive.

         If provided in or pursuant to this Indenture or the related Series
Authorization, with respect to Securities of any series, at the option of the
Holder, Bearer Securities of such series may be exchanged for Registered
Securities of such series containing identical terms, denominated as authorized
in or pursuant to this Indenture or the related Series Authorization and in the
same aggregate principal amount, upon surrender of the Bearer Securities to be
exchanged at any Office or Agency for such series, with all unmatured Coupons
and all matured Coupons in default thereto appertaining. If the Holder of a
Bearer Security is unable to produce any such unmatured Coupon or Coupons or
matured Coupon or Coupons in default, such exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company
and the Trustee in an amount equal to the face amount of such missing Coupon or
Coupons, or the surrender of such missing Coupon or Coupons may be

                                      -27-

<PAGE>

waived by the Company and the Trustee if there is furnished to them such
security or indemnity as they may require to save each of them and any Paying
Agent harmless. If thereafter the Holder of such Bearer Security shall surrender
to any Paying Agent any such missing Coupon in respect of which such a payment
shall have been made, such Holder shall be entitled to receive the amount of
such payment; provided, however, that, except as otherwise provided in Section
10.2, interest represented by Coupons shall be payable only upon presentation
and surrender of those Coupons at an Office or Agency for such series located
outside the United States. Notwithstanding the foregoing, in case a Bearer
Security of any series is surrendered at any such Office or Agency for such
series in exchange for a Registered Security of such series and like tenor after
the close of business at such Office or Agency on (i) any Regular Record Date
and before the opening of business at such Office or Agency on the next
succeeding Interest Payment Date, or (ii) any Special Record Date and before the
opening of business at such Office or Agency on the related date for payment of
Defaulted Interest, such Bearer Security shall be surrendered without the Coupon
relating to such Interest Payment Date or proposed date of payment, as the case
may be (or, if such Coupon is so surrendered with such Bearer Security, such
Coupon shall be returned to the Person so surrendering the Bearer Security), and
interest or Defaulted Interest, as the case may be, shall not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security,
but shall be payable only to the Holder of such Coupon when due in accordance
with the provisions of this Indenture.

         If provided in or pursuant to this Indenture or the related Series
Authorization, at the option of the Holder, Registered Securities of such series
may be exchanged for Bearer Securities upon such terms and conditions as may be
provided in or pursuant to this Indenture or the related Series Authorization.

         Whenever any Securities are surrendered for exchange as contemplated by
the immediately preceding two paragraphs, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive.

         Notwithstanding the foregoing, except as otherwise provided in or
pursuant to this Indenture or the related Series Authorization, any global
Security shall be exchangeable for definitive Securities only if (i) the
Depository is at any time unwilling, unable or ineligible to continue as
depository and a successor depository is not appointed by the Company within 90
days of the date the Company is so informed in writing, (ii) the Company
executes and delivers to the Trustee a Company Order to the effect that such
global Security shall be so exchangeable, or (iii) an Event of Default has
occurred and is continuing with respect to the Securities. If the beneficial
owners of interests in a global Security are entitled to exchange such interests
for definitive Securities as the result of an event described in clause (i),
(ii) or (iii) of the preceding sentence, then without unnecessary delay but in
any event not later than the earliest date on which such interests may be so
exchanged, the Company shall deliver to the Trustee definitive Securities in
such form and denominations as are required by or pursuant to this Indenture or
the related Series Authorization, and of the same series, containing identical
terms and in aggregate principal amount equal to the principal amount of such
global Security, executed by the Company. On or after the earliest date on which
such interests may be so exchanged, such global Security shall be surrendered
from time to time by the U.S. Depository or such other

                                      -28-

<PAGE>

Depository as shall be specified in the Company Order with respect thereto, and
in accordance with instructions given to the Trustee and the U.S. Depository or
such other Depository, as the case may be (which instructions shall be in
writing but need not be contained in or accompanied by an Officers' Certificate
or be accompanied by an Opinion of Counsel), as shall be specified in the
Company Order with respect thereto to the Trustee, as the Company's agent for
such purpose, to be exchanged, in whole or in part, for definitive Securities as
described above without charge. The Trustee shall authenticate and make
available for delivery, in exchange for each portion of such surrendered global
Security, a like aggregate principal amount of definitive Securities of the same
series of authorized denominations and of like tenor as the portion of such
global Security to be exchanged, which (unless such Securities are not issuable
both as Bearer Securities and as Registered Securities, in which case the
definitive Securities exchanged for the global Security shall be issuable only
in the form in which the Securities are issuable, as provided in or pursuant to
this Indenture or the related Series Authorization) shall be in the form of
Bearer Securities or Registered Securities, or any combination thereof, as shall
be specified by the beneficial owner thereof, but subject to the satisfaction of
any certification or other requirements to the issuance of Bearer Securities;
provided, however, that no such exchanges may occur during a period beginning at
the opening of business 15 days before selection of Securities of the same
series to be redeemed and ending on the relevant Redemption Date; and provided,
further, that (unless otherwise provided in or pursuant to this Indenture or the
related Series Authorization) no Bearer Security delivered in exchange for a
portion of a global Security shall be mailed or otherwise delivered to any
location in the United States. Promptly following any such exchange in part,
such global Security shall be returned by the Trustee to such Depository or the
U.S. Depository, as the case may be, or such other Depository or U.S. Depository
referred to above in accordance with the instructions of the Company referred to
above. If a Registered Security is issued in exchange for any portion of a
global Security after the close of business at the Office or Agency for such
Security where such exchange occurs on or after (i) any Regular Record Date for
such Security and before the opening of business at such Office or Agency on the
next succeeding Interest Payment Date, or (ii) any Special Record Date for such
Security and before the opening of business at such Office or Agency on the
related proposed date for payment of interest or Defaulted Interest, as the case
may be, interest shall not be payable on such Interest Payment Date or proposed
date for payment, as the case may be, in respect of such Registered Security,
but shall be payable on such Interest Payment Date or proposed date for payment,
as the case may be, only to the Person to whom interest in respect of such
portion of such global Security shall be payable in accordance with the
provisions of this Indenture.

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

         Every Registered Security presented or surrendered for registration of
transfer or for exchange or redemption shall (if so required by the Company or
the Security Registrar for such Security) be duly endorsed, or be accompanied by
a written instrument of transfer in form satisfactory to the Company and the
Security Registrar for such Security duly executed by the Holder thereof or his
attorney duly authorized in writing.

                                      -29-

<PAGE>

         No service charge shall be made for any registration of transfer or
exchange, or redemption of Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge and any other
expenses (including fees and expenses of the Trustee) that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 3.4, Section 9.5, Section 11.7 not involving
any transfer.

         Except as otherwise provided in or pursuant to this Indenture or the
related Series Authorization, the Company shall not be required (i) to issue,
register the transfer of or exchange any Securities during a period beginning at
the opening of business 15 days before the day of mailing of a notice of
redemption of Securities of like tenor and the same series under Section 11.4
and ending at the close of business on the day of such mailing, or (ii) to
register the transfer of or exchange any Registered Security selected for
redemption in whole or in part, except in the case of any Security to be
redeemed in part, the portion thereof not to be redeemed, or (iii) to exchange
any Bearer Security selected for redemption except, to the extent provided with
respect to such Bearer Security, that such Bearer Security may be exchanged for
a Registered Security of like tenor and the same series, provided that such
Registered Security shall be immediately surrendered for redemption with written
instruction for payment consistent with the provisions of this Indenture or (iv)
to issue, register the transfer of or exchange any Security which, in accordance
with its terms, has been surrendered for repayment at the option of the Holder,
except the portion, if any, of such Security not to be so repaid.

         Section 3.6. Mutilated, Destroyed, Lost and Stolen Securities.
                      ------------------------------------------------

         If any mutilated Security or a Security with a mutilated Coupon
appertaining to it is surrendered to the Trustee, subject to the provisions of
this Section 3.6, the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a new Security of the same series containing
identical terms and of like principal amount and bearing a number not
contemporaneously outstanding, with Coupons appertaining thereto corresponding
to the Coupons, if any, appertaining to the surrendered Security.

         If there be delivered to the Company and to the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security or Coupon,
and (ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security or Coupon has been acquired by a
protected purchaser, the Company shall execute and, upon the Company's request
the Trustee shall authenticate and deliver, in exchange for or in lieu of any
such mutilated, destroyed, lost or stolen Security or in exchange for the
Security to which a destroyed, lost or stolen Coupon appertains with all
appurtenant Coupons not destroyed, lost or stolen, a new Security of the same
series containing identical terms and of like principal amount and bearing a
number not contemporaneously outstanding, with Coupons appertaining thereto
corresponding to the Coupons, if any, appertaining to such destroyed, lost or
stolen Security or to the Security to which such destroyed, lost or stolen
Coupon appertains.

         Notwithstanding the foregoing provisions of this Section 3.6, in case
any mutilated, destroyed, lost or stolen Security or Coupon has become or is
about to become due and payable, the Company in its discretion may, instead of
issuing a new Security, pay such Security or

                                      -30-

<PAGE>

Coupon; provided, however, that payment of principal of, any premium or interest
on or any Additional Amounts with respect to any Bearer Securities shall, except
as otherwise provided in Section 10.2, be payable only at an Office or Agency
for such Securities located outside the United States and, unless otherwise
provided in or pursuant to this Indenture or the related Series Authorization,
any interest on Bearer Securities and any Additional Amounts with respect to
such interest shall be payable only upon presentation and surrender of the
Coupons appertaining thereto.

         Upon the issuance of any new Security under this Section 3.6, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee and the fees and
expenses of the Trustee's counsel) connected therewith.

         Every new Security, with any Coupons appertaining thereto issued
pursuant to this Section 3.6 in lieu of any destroyed, lost or stolen Security,
or in exchange for a Security to which a destroyed, lost or stolen Coupon
appertains shall constitute a separate obligation of the Company, whether or not
the destroyed, lost or stolen Security and Coupons appertaining thereto or the
destroyed, lost or stolen Coupon shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of such series and any
Coupons, if any, duly issued hereunder.

         The provisions of this Section 3.6, as amended or supplemented pursuant
to this Indenture with respect to particular Securities or generally, shall be
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities or Coupons.

         Section 3.7. Payment of Interest and Certain Additional Amounts;
                      ---------------------------------------------------
Rights to Interest and Certain Additional Amounts Preserved.
-----------------------------------------------------------

         Unless otherwise provided in or pursuant to this Indenture or the
related Series Authorization, any interest on and any Additional Amounts with
respect to any Registered Security which shall be payable, and are punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the
Person in whose name such Security (or one or more Predecessor Securities) is
registered as of the close of business on the Regular Record Date for such
interest.

         Unless otherwise provided in or pursuant to this Indenture or the
related Series Authorization, any interest on and any Additional Amounts with
respect to any Registered Security which shall be payable, but shall not be
punctually paid or duly provided for, on any Interest Payment Date for such
Registered Security (herein called "Defaulted Interest") shall forthwith cease
                                    ------------------
to be payable to the Holder thereof on the relevant Regular Record Date by
virtue of having been such Holder; and such Defaulted Interest may be paid by
the Company, at its election in each case, as provided in Clause (1) or (2)
below:

         (1) The Company may elect to make payment of any Defaulted Interest to
the Person in whose name such Registered Security (or a Predecessor Security
thereof) shall be registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest, which

                                      -31-

<PAGE>

shall be fixed by the Company in the following manner. The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to be
paid on such Registered Security, the Special Record Date therefor and the date
of the proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit on or prior to the date of the proposed payment,
such money when so deposited to be held in trust in a segregated trust account
pursuant to express written instructions of the Company for the benefit of the
Person entitled to such Defaulted Interest as in this Clause provided. The
Special Record Date for the payment of such Defaulted Interest shall be not more
than 15 days and not less than 10 days prior to the date of the proposed payment
and not less than 10 days after notification to the Trustee of the proposed
payment. The Trustee shall, in the name and at the expense of the Company, cause
notice of the proposed payment of such Defaulted Interest and the Special Record
Date therefor to be mailed, first-class postage prepaid, to the Holder of such
Registered Security (or a Predecessor Security thereof) at his address as it
appears in the Security Register not less than 10 days prior to such Special
Record Date. If such Defaulted Interest relates to Securities of a series that
are issued as Bearer Securities, the Trustee shall, in the name and at the
expense of the Company cause a similar notice to be published at least once in
an Authorized Newspaper of general circulation in the Borough of Manhattan, The
City of New York, but such publication shall not be a condition precedent to the
establishment of such Special Record Date. Notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor having been mailed
as aforesaid, such Defaulted Interest shall be paid to the Person in whose name
such Registered Security (or a Predecessor Security thereof) shall be registered
at the close of business on such Special Record Date and shall no longer be
payable pursuant to the following clause (2).

         (2) The Company may make payment of any Defaulted Interest in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which such Security may be listed, and upon such notice as may be required by
such exchange, if, after written notice given by the Company to the Trustee of
the proposed payment pursuant to this Clause, such payment shall be deemed
practicable by the Trustee.

         Unless otherwise provided in or pursuant to this Indenture or the
related Series Authorization of any particular series pursuant to the provisions
of this Indenture, at the option of the Company, interest on Registered
Securities that bear interest may be paid by mailing a check to the address of
the Person entitled thereto as such address shall appear in the Security
Register or by wire transfer to an account maintained by the payee with a bank
located in the United States.

         Subject to the foregoing provisions of this Section and Section 3.5,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

         In the case of any Registered Security of any series that is
convertible into shares of Common Stock of the Company or exchangeable for other
securities, which Registered Security is converted or exchanged after any
Regular Record Date and on or prior to the next succeeding Interest Payment Date
(other than any Registered Security with respect to which the Stated

                                      -32-

<PAGE>

Maturity is prior to such Interest Payment Date), interest with respect to which
the Stated Maturity is on such Interest Payment Date shall be payable on such
Interest Payment Date notwithstanding such conversion or exchange, and such
interest (whether or not punctually paid or duly provided for) shall be paid to
the Person in whose name that Registered Security (or one or more predecessor
Registered Securities) is registered at the close of business on such Regular
Record Date. Except as otherwise expressly provided in the immediately preceding
sentence, in the case of any Registered Security which is converted or
exchanged, interest with respect to which the Stated Maturity is after the date
of conversion or exchange of such Registered Security shall not be payable.

         Section 3.8. Persons Deemed Owners.
                      ---------------------

         Prior to due presentment of a Registered Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Registered Security is registered in the
Security Register as the owner of such Registered Security for the purpose of
receiving payment of principal of, any premium and (subject to Sections 3.5 and
3.7) interest on and any Additional Amounts with respect to such Registered
Security and for all other purposes whatsoever, whether or not any payment with
respect to such Registered Security shall be overdue, and none of the Company,
the Trustee or any agent of the Company or the Trustee shall be affected by
notice to the contrary.

         The Company, the Trustee and any agent of the Company or the Trustee
may treat the bearer of any Bearer Security or the bearer of any Coupon as the
absolute owner of such Security or Coupon for the purpose of receiving payment
thereof or on account thereof and for all other purposes whatsoever, whether or
not any payment with respect to such Security or Coupon shall be overdue, and
none of the Company, the Trustee or any agent of the Company or the Trustee
shall be affected by notice to the contrary.

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

         Section 3.9. Cancellation.
                      ------------

         All Securities and Coupons surrendered for payment, redemption,
registration of transfer, exchange or conversion or for credit against any
sinking fund payment shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee, and any such Securities and Coupons, as well as
Securities and Coupons surrendered directly to the Trustee for any such purpose,
shall be cancelled promptly by the Trustee. The Company may at any time deliver
to the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be cancelled promptly by the
Trustee. No Securities shall be authenticated in lieu

                                      -33-

<PAGE>

of or in exchange for any Securities cancelled as provided in this Section,
except as expressly permitted by or pursuant to this Indenture or the related
Series Authorization. All cancelled Securities and Coupons held by the Trustee
shall be destroyed by the Trustee, unless by a Company Order the Company directs
their return to it.

         Section 3.10.   Computation of Interest.
                         -----------------------

         Except as otherwise provided in or pursuant to this Indenture or the
related Series Authorization, interest on the Securities shall be computed on
the basis of a 360-day year of twelve 30-day months.

         Section 3.11.   CUSIP Numbers.
                         -------------

         The Company in issuing the Securities may use "CUSIP," "CINS" and
"ISIN" numbers (if then generally in use), and the Trustee shall use CUSIP, CINS
or ISIN numbers, as the case may be, in notices of redemption or exchange as a
convenience to Holders and no representation shall be made as to the correctness
of such numbers either as printed on the Securities or as contained in any
notice of redemption or exchange. The Company shall promptly notify the Trustee
of any change in CUSIP, CINS or ISIN numbers.

                                   Article 4

                     SATISFACTION AND DISCHARGE OF INDENTURE

         Section 4.1.    Satisfaction and Discharge.
                         --------------------------

         Upon the direction of the Company by a Company Order, this Indenture
shall cease to be of further effect with respect to any series of Securities
specified in such Company Order and any Coupons appertaining thereto, and the
Trustee, on receipt of a Company Order, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture as to such series, when

         (1) either

                 (a) all Securities of such series theretofore authenticated and
         delivered and all Coupons appertaining thereto(other than(i)Coupons
         appertaining to Bearer Securities of such series surrendered in
         exchange for Registered Securities of such series and maturing after
         such exchange whose surrender is not required or has been waived as
         provided in Section 3.5,(ii) Securities and Coupons of such series
         which have been destroyed, lost or stolen and which have been replaced
         or paid as provided in Section 3.6,(iii) Coupons appertaining to
         Securities of such series called for redemption and maturing after the
         relevant Redemption Date whose surrender has been waived as provided in
         Section 11.7, and (iv) Securities and Coupons of such series for whose
         payment money has theretofore been deposited in trust or segregated and
         held in trust by the Company and thereafter repaid to the Company or
         discharged from such trust, as provided in Section 10.3) have been
         delivered to the Trustee for cancellation; or

                                      -34-

<PAGE>

                 (b) all Securities of such series and, in the case of (i) or
         (ii) below, any Coupons appertaining thereto not theretofore delivered
         to the Trustee for cancellation

                         (i)   have become due and payable,

                         (ii)  will become due and payable at their Stated
                 Maturity within one year, or

                         (iii) if redeemable at the option of the Company or
                 pursuant to the operation of a sinking fund, are to be called
                 for redemption within one year under arrangements satisfactory
                 to the Trustee for the giving of notice of redemption by the
                 Trustee in the name, and at the expense, of the Company,

         and  the Company, in the case of (i), (ii) or (iii) above, has
         deposited or caused to be deposited with the Trustee as trust funds in
         trust for such purpose, money in the Currency in which such Securities
         are payable in an amount sufficient to pay and discharge the entire
         indebtedness on such Securities and any Coupons appertaining thereto
         not theretofore delivered to the Trustee for cancellation, including
         the principal of, any premium and interest on, and any Additional
         Amounts with respect to such Securities and any Coupons appertaining
         thereto (based upon applicable law as in effect on the date of such
         deposit), to the date of such deposit (in the case of Securities which
         have become due and payable) or to the Maturity thereof, as the case
         may be;

         (2) the Company has paid or caused to be paid all other sums payable
hereunder by the Company with respect to the Outstanding Securities of such
series and any Coupons appertaining thereto; and

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

         In the event there are Securities of two or more series hereunder, the
Trustee shall be required to execute an instrument acknowledging satisfaction
and discharge of this Indenture only if requested to do so with respect to
Securities of such series as to which it is Trustee and if the other conditions
thereto are met.

         Notwithstanding the satisfaction and discharge of this Indenture with
respect to any series of Securities, the obligations of the Company to the
Trustee under Section 6.6 and, if money shall have been deposited with the
Trustee pursuant to subclause (b) of clause (1) of this Section, the obligations
of the Company and the Trustee with respect to the Securities of such series
under Sections 3.5, 3.6, 4.3, 10.2 and 10.3, with respect to the payment of
Additional Amounts, if any, with respect to such Securities as contemplated by
Section 10.4(but only to the extent that the Additional Amounts payable with
respect to such Securities exceed the amount deposited in respect of such
Additional Amounts pursuant to Section 4.1(1)(b)), and with respect to any
rights to convert or exchange such Securities into Common Stock of the Company
or other securities shall survive.

                                      -35-

<PAGE>

     Section 4.2. Defeasance and Covenant Defeasance.
                  ----------------------------------

     (1) Unless pursuant to Section 3.1, either or both of (i) defeasance of the
Securities of or within a series under clause (2) of this Section 4.2 shall not
be applicable with respect to the Securities of such series or (ii) covenant
defeasance of the Securities of or within a series under clause (3) of this
Section 4.2 shall not be applicable with respect to the Securities of such
series, then such provisions, together with the other provisions of this Section
4.2 (with such modifications thereto as may be specified pursuant to Section 4.2
with respect to any Securities), shall be applicable to such Securities and any
Coupons appertaining thereto, and the Company may at its option by Board
Resolution, at any time, with respect to such Securities and any Coupons
appertaining thereto, elect to have Section 4.2(2) or Section 4.2(3) be applied
to such Outstanding Securities and any Coupons appertaining thereto upon
compliance with the conditions set forth below in this Section 4.2.

     (2) Upon the Company's exercise of the above option applicable to this
Section 4.2(2) with respect to any Securities of or within a series, the Company
shall be deemed to have been discharged from its obligations with respect to
such Outstanding Securities and any Coupons appertaining thereto on the date the
conditions set forth in clause (4) of this Section 4.2 are satisfied
(hereinafter, "defeasance"). For this purpose, such defeasance means that the
               ----------
Company shall be deemed to have paid and discharged the entire Indebtedness
represented by such Outstanding Securities and any Coupons appertaining thereto,
which shall thereafter be deemed to be "Outstanding" only for the purposes of
                                        -----------
clause (5) of this Section 4.2 and the other Sections of this Indenture referred
to in clauses (i) and (ii) below, and to have satisfied all of its other
obligations under such Securities and any Coupons appertaining thereto and this
Indenture insofar as such Securities and any Coupons appertaining thereto are
concerned (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (i) the rights of
Holders of such Outstanding Securities and any Coupons appertaining thereto to
receive, solely from the trust fund described in clause (4) of this Section 4.2
and as more fully set forth in such clause, payments in respect of the principal
of (and premium, if any) and interest, if any, on, and Additional Amounts, if
any, with respect to, such Securities and any Coupons appertaining thereto when
such payments are due, and any rights of such Holder to convert such Securities
into Common Stock of the Company or exchange such Securities for other
securities, (ii) the obligations of the Company and the Trustee with respect to
such Securities under Sections 3.5, 3.6, 10.2 and 10.3 and with respect to the
payment of Additional Amounts, if any, on such Securities as contemplated by
Section 10.4 (but only to the extent that the Additional Amounts payable with
respect to such Securities exceed the amount deposited in respect of such
Additional Amounts pursuant to Section 4.2(4) below), and with respect to any
rights to convert such Securities into Common Stock of the Company or exchange
such Securities for other securities, (iii) the rights, powers, trusts, duties
and immunities of the Trustee hereunder including, without limitation, the
compensation, reimbursement and indemnities provided in Section 6.6 herein and
(iv) this Section 4.2 The Company may exercise its option under this Section
4.2(2) notwithstanding the prior exercise of its option under clause (3) of this
Section 4.2 with respect to such Securities and any Coupons appertaining
thereto.

     (3) Upon the Company's exercise of the option to have this Section 4.2(3)
apply with respect to any Securities of or within a series, the Company shall be
released from its obligations

                                      -36-

<PAGE>

under any covenant applicable to such Securities specified pursuant to Section
3.1(20), including any obligation to redeem or repurchase such securities at the
option of the Holder thereof, with respect to such Outstanding Securities and
any Coupons appertaining thereto on and after the date the conditions set forth
in clause (4) of this Section 4.2 are satisfied (hereinafter, "covenant
                                                        `      --------
defeasance"), and such Securities and any Coupons appertaining thereto shall
----------
thereafter be deemed to be not "Outstanding" for the purposes of any direction,
                                -----------
waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with any such covenant, but shall continue to be deemed
"Outstanding" for all other purposes hereunder. For this purpose, such covenant
 -----------
defeasance means that, with respect to such Outstanding Securities and any
Coupons appertaining thereto, the Company may omit to comply with, and shall
have no liability in respect of, any term, condition or limitation set forth in
any such Section or such other covenant or obligation, whether directly or
indirectly, by reason of any reference elsewhere herein to any such Section or
such other covenant or obligation or by reason of reference in any such Section
or such other covenant or obligation to any other provision herein or in any
other document and such omission to comply shall not constitute a default or an
Event of Default under Section 5.1 but, except as specified above, the remainder
of this Indenture and such Securities and Coupons appertaining thereto shall be
unaffected thereby.

     (4) The following shall be the conditions to application of clause (2) or
(3) of this Section 4.2 to any Outstanding Securities of or within a series and
any Coupons appertaining thereto:

            (a) The Company shall irrevocably have deposited or caused to be
     deposited with the Trustee (or another trustee satisfying the requirements
     of Section 6.7 who shall agree to comply with the provisions of this
     Section 4.2 applicable to it) as trust funds in trust for the purpose of
     making the following payments, specifically pledged as security for, and
     dedicated solely to, the benefit of the Holders of such Securities and any
     Coupons appertaining thereto, (1) an amount in Dollars or in such Foreign
     Currency in which such Securities and any Coupons appertaining thereto are
     then specified as payable at Stated Maturity, or (2) Government Obligations
     applicable to such Securities and Coupons appertaining thereto (determined
     on the basis of the Currency in which such Securities and Coupons
     appertaining thereto are then specified as payable at Stated Maturity)
     which through the scheduled payment of principal and interest in respect
     thereof in accordance with their terms will provide, not later than one day
     before the due date of any payment with respect to such Securities and any
     Coupons appertaining thereto, money in an amount, or (3) a combination
     thereof, in any case, in an amount, sufficient, without consideration of
     any reinvestment of such principal and interest, in the opinion of a
     nationally recognized firm of independent public accountants expressed in a
     written certification thereof delivered to the Trustee, to pay and
     discharge, and which shall be applied by the Trustee (or other qualifying
     trustee) to pay and discharge, (y) the principal of (and premium, if any)
     and interest, if any, on, and any Additional Amounts with respect to such
     Securities and Coupons appertaining thereto (based upon applicable law as
     in effect on the date of such deposit), such Outstanding Securities and any
     Coupons appertaining thereto at the Stated Maturity or Redemption Date of
     such principal or installment of principal or premium or interest and (z)
     any mandatory sinking fund payments or analogous payments applicable to
     such Outstanding Securities and any Coupons appertaining thereto on the
     days on which such payments are due and payable in

                                      -37-

<PAGE>

     accordance with the terms of this Indenture and of such Securities and any
     Coupons appertaining thereto and, if applicable, shall have made
     irrevocable arrangements satisfactory to the Trustee for the redemption of
     any Securities to be redeemed at the option of the Company in connection
     with such deposit.

          (b) No Event of Default or event which with notice or lapse of time or
     both would become an Event of Default with respect to such Securities and
     any Coupons appertaining thereto shall have occurred and be continuing on
     the date of such deposit (after giving effect thereto) and, with respect to
     defeasance only, no event described in Section 5.1(6) or (7) at any time
     during the period ending on the 91st day after the date of such deposit (it
     being understood that this condition shall not be deemed satisfied until
     the expiration of such period).

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

          (d) In the case of an election under clause (2) of this Section 4.2
     with respect to Registered Securities and any Bearer Securities for which
     the Place of Payment is within the United States, the Company shall have
     delivered to the Trustee an Opinion of Counsel stating that (i) the Company
     has received from the Internal Revenue Service a letter ruling, or there
     has been published by the Internal Revenue Service a Revenue Ruling, or
     (ii) since the date of execution of this Indenture, there has been a change
     in the applicable Federal income tax law, in either case to the effect
     that, and based thereon such opinion shall confirm that, the Holders of
     such Outstanding Securities and any Coupons appertaining thereto will not
     recognize income, gain or loss for Federal income tax purposes as a result
     of such defeasance and will be subject to Federal income tax on the same
     amounts, in the same manner and at the same times as would have been the
     case if such defeasance had not occurred.

          (e) In the case of an election under clause (3) of this Section 4.2
     with respect to Registered Securities and any Bearer Securities for which
     the Place of Payment is within the United States, the Company shall have
     delivered to the Trustee an Opinion of Counsel to the effect that the
     Holders of such Outstanding Securities and any Coupons appertaining thereto
     will not recognize income, gain or loss for Federal income tax purposes as
     a result of such covenant defeasance and will be subject to Federal income
     tax on the same amounts, in the same manner and at the same times as would
     have been the case if such covenant defeasance had not occurred.

          (f) With respect to defeasance only, the Company shall have delivered
     to the Trustee an Opinion of Counsel to the effect that, after the 91st day
     after the date of deposit, all money and Government Obligations (or other
     property as may be provided pursuant to Section 3.1) (including the
     proceeds thereof) deposited or caused to be deposited with the Trustee (or
     other qualifying trustee) pursuant to this clause (4) to be held in trust
     will not be subject to recapture or avoidance as a preference in any case
     or proceeding (whether voluntary or involuntary) in respect of the Company
     under any Federal or State bankruptcy, insolvency, reorganization or other
     similar law, or any

                                      -38-

<PAGE>

     decree or order for relief in respect of the Company issued in connection
     therewith (for which purpose such Opinion of Counsel may assume that no
     Holder is an "insider").

           (g) With respect to defeasance only, the Company shall have delivered
     to the Trustee an Officers' Certificate as to solvency and the absence of
     any intent of preferring the Holders over any other creditors of the
     Company.

           (h) The Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent to the defeasance or covenant defeasance under clause (2) or (3)
     of this Section 4.2 (as the case may be) have been complied with.

           (i) Notwithstanding any other provisions of this Section 4.2(4), such
     defeasance or covenant defeasance shall be effected in compliance with any
     additional or substitute terms, conditions or limitations which may be
     imposed on the Company in connection therewith pursuant to Section 3.1.

     (5) Unless otherwise specified in or pursuant to this Indenture or any
Series Authorization, if, after a deposit referred to in Section 4.2(4)(a) has
been made, (a) the Holder of a Security in respect of which such deposit was
made is entitled to, and does, elect pursuant to Section 3.1 or the terms of
such Security to receive payment in a Currency other than that in which the
deposit pursuant to Section 4.2(4)(a) has been made in respect of such Security,
or (b) a Conversion Event occurs in respect of the Foreign Currency in which the
deposit pursuant to Section 4.2(4)(a) has been made, the indebtedness
represented by such Security and any Coupons appertaining thereto shall be
deemed to have been, and will be, fully discharged and satisfied through the
payment of the principal of (and premium, if any), and interest, if any, on, and
Additional Amounts, if any, with respect to, such Security as the same becomes
due out of the proceeds yielded by converting (from time to time as specified
below in the case of any such election) the amount or other property deposited
in respect of such Security into the Currency in which such Security becomes
payable as a result of such election or Conversion Event based on (x) in the
case of payments made pursuant to clause (a) above, the applicable market
exchange rate for such Currency in effect on the second Local Business Day prior
to each payment date, or (y) with respect to a Conversion Event, the applicable
market exchange rate for such Foreign Currency in effect (as nearly as feasible)
at the time of the Conversion Event. "Local Business Day" means a day on which
                                      ------------------
commercial banks are open for business (including dealings in foreign exchange)
in the principal financial center of the Currency of such payment.

     The Company shall pay and indemnify the Trustee (or other qualifying
trustee, collectively for purposes of this Section 4.2(5) and Section 4.3, the
"Trustee") against any tax, fee or other charge, imposed on or assessed against
 -------
the Government Obligations deposited pursuant to this Section 4.2 or the
principal or interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of such
Outstanding Securities and any Coupons appertaining thereto.

     Anything in this Section 4.2 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or Government Obligations (or other property and any proceeds therefrom)
held by it as provided in clause (4) of

                                      -39-

<PAGE>

this Section 4.2 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect a defeasance or covenant defeasance, as
applicable, in accordance with this Section 4.2.

     Section 4.3. Application of Trust Money.
                  --------------------------

     Subject to the provisions of the last paragraph of Section 10.3, all money
and Government Obligations (or other property as may be provided pursuant to
Section 3.1) (including the proceeds thereof) deposited with the Trustee
pursuant to Section 4.1 or Section 4.2 in respect of any Outstanding Securities
of any series and any Coupons appertaining thereto shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Securities and
any Coupons appertaining thereto and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Holders of such Securities
and any Coupons appertaining thereto of all sums due and to become due thereon
in respect of principal (and premium, if any) and interest and Additional
Amounts, if any; but such money and Government Obligations need not be
segregated from other funds except to the extent required by law.

     Section 4.4. Reinstatement.
                  -------------

     If the Trustee or Paying Agent is unable to apply any money or Government
Obligations in accordance with Sections 4.3 by reason of any legal proceeding or
by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
obligations under this Indenture and the Securities of the applicable series
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 4.1 or 4.2, as the case may be, until such time as the Trustee or Paying
Agent is permitted to apply all such money or Government Obligations in
accordance with Section 4.3; provided, that, if the Company has made any payment
of principal of or interest on the Securities of any series because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the money or
Government Obligations held by the Trustee or Paying Agent.

                                   Article 5

                                    REMEDIES

     Section 5.1. Events of Default.
                  -----------------

     "Event of Default," wherever used herein with respect to Securities of any
      ----------------
series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body),
unless such event is specifically deleted or modified in or pursuant to the
related Series Authorization:

     (1) default in the payment of any interest on any Security of such series,
or any Additional Amounts payable with respect thereto, when such interest
becomes or such

                                      -40-

<PAGE>

Additional Amounts become due and payable, and continuance of such default for a
period of 30 days; or

     (2) default in the payment of the principal of or any premium on any
Security of such series, or any Additional Amounts payable with respect thereto,
when such principal or premium becomes or such Additional Amounts become due and
payable either at their Maturity, upon any redemption, by declaration of
acceleration or otherwise; or

     (3) default in the performance, or breach, of any covenant or warranty of
the Company in this Indenture or the Securities (other than a covenant or
warranty a default in the performance or the breach of which is elsewhere in
this Section specifically dealt with or which has been expressly included in
this Indenture solely for the benefit of a series of Securities other than such
series), and continuance of such default or breach for a period of 60 days after
there has been given, by registered or certified mail, to the Company by the
Trustee or to the Company and the Trustee by the Holders of at least 25% in
principal amount of the Outstanding Securities of such series, a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a "Notice of Default" hereunder; or
                       -----------------

     (4) if any event of default as defined in any mortgage, indenture or
instrument under which there may be issued, or by which there may be secured or
evidenced, any Indebtedness of the Company for borrowed money (other than
Indebtedness which is non-recourse to the Company) shall happen and shall
consist of default in the payment of more than $100,000,000 in principal amount
of such Indebtedness when due (after giving effect to any applicable grace
period) or shall result in such Indebtedness in principal amount in excess of
$100,000,000 becoming or being declared due and payable prior to the date on
which it would otherwise become due and payable, and such default shall not be
cured or waived or such acceleration shall not be rescinded or annulled within a
period of 30 days after there shall have been given, by registered or certified
mail, to the Company by the Trustee or to the Company and the Trustee by the
Holders of at least 25% in principal amount of the Outstanding Securities of
such series, a written notice specifying such event of default and requiring the
Company to cause such default to be cured or waived or to cause such
acceleration to be rescinded or annulled or to cause such Indebtedness to be
discharged and stating that such notice is a "Notice of Default" hereunder; or
                                              -----------------

     (5) the Company shall fail within 60 days to pay, bond or otherwise
discharge any uninsured judgment or court order for the payment of money in
excess of $100,000,000, which is not stayed on appeal or is not otherwise being
appropriately contested in good faith; or

     (6) the entry by a court having competent jurisdiction of:

          (a) a decree or order for relief in respect of the Company in an
     involuntary proceeding under any applicable bankruptcy, insolvency,
     reorganization (other than a reorganization under a foreign law that does
     not relate to insolvency) or other similar law and such decree or order
     shall remain unstayed and in effect for a period of 60 consecutive days; or

          (b) a decree or order adjudging the Company to be insolvent, or
     approving a petition seeking reorganization (other than a reorganization
     under a foreign law that does

                                      -41-

<PAGE>

     not relate to insolvency), arrangement, adjustment or composition of the
     Company and such decree or order shall remain unstayed and in effect for a
     period of 60 consecutive days; or

          (c) a final and non-appealable order appointing a custodian, receiver,
     liquidator, assignee, trustee or other similar official of the Company or
     of any substantial part of the property of the Company, or ordering the
     winding up or liquidation of the affairs of the Company; or

     (7) the commencement by the Company of a voluntary proceeding under any
applicable bankruptcy, insolvency, reorganization (other than a reorganization
under a foreign law that does not relate to insolvency) or other similar law or
of a voluntary proceeding seeking to be adjudicated insolvent or the consent by
the Company to the entry of a decree or order for relief in an involuntary
proceeding under any applicable bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any insolvency proceedings against it, or
the filing by the Company of a petition or answer or consent seeking
reorganization, arrangement, adjustment or composition of the Company or relief
under any applicable law, or the consent by the Company to the filing of such
petition or to the appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee or similar official of the Company or any
substantial part of the property of the Company or the making by the Company of
an assignment for the benefit of creditors, or the taking of corporate action by
the Company in furtherance of any such action; or

     (8) any other or substitute Event of Default provided in or pursuant to
this Indenture or the related Series Authorization with respect to Securities of
such series.

     Section 5.2. Acceleration of Maturity; Rescission and Annulment.
                  --------------------------------------------------

     If an Event of Default with respect to Securities of any series at the time
Outstanding (other than an Event of Default specified in clause (6) or (7) of
Section 5.1 occurs and is continuing, then the Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Securities of such series
may declare the principal of all the Securities of such series, to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by the Holders), and upon any such declaration such principal shall
become immediately due and payable.

     If an Event of Default specified in clause (6) or (7) of Section 5.1
occurs, all unpaid principal of and accrued interest on the Outstanding
Securities of that series shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder of any Security of that series.

     At any time after a declaration of acceleration with respect to the
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of not less than a majority in principal amount of
the Outstanding Securities of such series, by written notice to the Company and
the Trustee, may rescind and annul such declaration and its consequences if

     (1) the Company has paid or deposited with the Trustee a sum of money
sufficient to pay

                                      -42-

<PAGE>

          (a) all overdue installments of any interest on and Additional Amounts
     with respect to all Securities of such series and any Coupon appertaining
     thereto,

          (b) the principal of and any premium on any Securities of such series
     which have become due otherwise than by such declaration of acceleration
     and interest thereon and any Additional Amounts with respect thereto at the
     rate or rates borne by or provided for in such Securities,

          (c) to the extent that payment of such interest or Additional Amounts
     is lawful, interest upon overdue installments of any interest and
     Additional Amounts at the rate or rates borne by or provided for in such
     Securities, and

          (d) all sums paid or advanced by the Trustee hereunder and the
     reasonable compensation, expenses, disbursements and advances of the
     Trustee, its agents and counsel and all other amounts due the Trustee under
     Section 6.6; and

     (2) all Events of Default with respect to Securities of such series, other
than the non-payment of the principal of, any premium and interest on, and any
Additional Amounts with respect to Securities of such series which shall have
become due solely by such declaration of acceleration, shall have been cured or
waived as provided in Section 5.13.

     No such rescission shall affect any subsequent default or impair any right
consequent thereon.

     Section 5.3. Collection of Indebtedness and Suits for Enforcement by
                  -------------------------------------------------------
                  Trustee.
                  -------

     The Company covenants that if

     (1) default is made in the payment of any installment of interest on or any
Additional Amounts with respect to any Security or any Coupon appertaining
thereto when such interest or Additional Amounts shall have become due and
payable and such default continues for a period of 30 days, or

     (2) default is made in the payment of the principal of or any premium on
any Security or any Additional Amounts with respect thereto at their Maturity,

the Company shall, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities and any Coupons appertaining thereto,
the whole amount of money then due and payable with respect to such Securities
and any Coupons appertaining thereto, with interest upon the overdue principal,
any premium and, to the extent that payment of such interest shall be legally
enforceable, upon any overdue installments of interest and Additional Amounts at
the rate or rates borne by or provided for in such Securities, and, in addition
thereto, such further amount of money as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel and all other
amounts due to the Trustee under Section 6.6.

     If the Company fails to pay the money it is required to pay the Trustee
pursuant to the preceding paragraph forthwith upon the demand of the Trustee,
the Trustee, in its own name and

                                      -43-

<PAGE>

as trustee of an express trust, may institute a judicial proceeding for the
collection of the money so due and unpaid, and may prosecute such proceeding to
judgment or final decree, and may enforce the same against the Company or any
other obligor upon such Securities and any Coupons appertaining thereto and
collect the monies adjudged or decreed to be payable in the manner provided by
law out of the property of the Company or any other obligor upon such Securities
and any Coupons appertaining thereto, wherever situated.

     If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series and any
Coupons appertaining thereto by such appropriate judicial proceedings as the
Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or such Securities or in aid of the exercise of any power granted
herein or therein, or to enforce any other proper remedy.

     Section 5.4. Trustee May File Proofs of Claim.
                  --------------------------------

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities of any series or the property of the Company or such other obligor or
their creditors, the Trustee (irrespective of whether the principal of the
Securities shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand
on the Company for the payment of any overdue principal, premium, interest or
Additional Amounts) shall be entitled and empowered, to the extent permitted by
applicable law by intervention in such proceeding or otherwise,

     (1) to file and prove a claim for the whole amount, or such lesser amount
as may be provided for in the Securities of any applicable series, of the
principal and any premium, interest and Additional Amounts owing and unpaid in
respect of the Securities and any Coupons appertaining thereto and to file such
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents or counsel) and
of the Holders of Securities or any Coupons appertaining thereto allowed in such
judicial proceeding, and

     (2) to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of Securities or any Coupons to make such payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders of Securities or any Coupons, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel and any other amounts due the
Trustee under Section 6.6.

                                      -44-

<PAGE>

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a Security
or any Coupon any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or Coupons or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder of a
Security or any Coupon in any such proceeding.

     Section 5.5.  Trustee May Enforce Claims without Possession of Securities
                   -----------------------------------------------------------
                   or Coupons.
                   ----------

     All rights of action and claims under this Indenture or any of the
Securities or Coupons may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or Coupons or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery or judgment, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, shall be for the ratable benefit of each and every Holder of the
Securities or Coupons in respect of which such judgment has been recovered.

     Section 5.6. Application of Money Collected.
                  ------------------------------

     Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal, or any
premium, interest or Additional Amounts, upon presentation of the Securities or
Coupons, or both, as the case may be, and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:

          First: To the payment of all amounts due the Trustee and any
     predecessor Trustee under Section 6.6;

          Second: To the payment of the amounts then due and unpaid upon the
     Securities and any Coupons for principal and any premium, interest and
     Additional Amounts in respect of which or for the benefit of which such
     money has been collected, ratably, without preference or priority of any
     kind, according to the aggregate amounts due and payable on such Securities
     and Coupons for principal and any premium, interest and Additional Amounts,
     respectively;

          Third: The balance, if any, to the Person or Persons entitled thereto.

     Section 5.7. Limitations on Suits.
                  --------------------

     No Holder of any Security of any series or any Coupons appertaining thereto
shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or trustee, or
for any other remedy hereunder, unless

     (1) such Holder has previously given written notice to the Trustee of a
continuing Event of Default with respect to the Securities of such series;

                                      -45-

<PAGE>

     (2) the Holders of not less than 25% in principal amount of the Outstanding
Securities of such series shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;

     (3) such Holder or Holders have offered to the Trustee such indemnity as is
reasonably satisfactory to it against the costs, expenses and liabilities to be
incurred in compliance with such request;

     (4) the Trustee for 60 days after its receipt of such notice, request and
offer of indemnity has failed to institute any such proceeding; and

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

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture or any Security to affect, disturb or prejudice the rights of
any other such Holders or Holders of Securities of any other series, or to
obtain or to seek to obtain priority or preference over any other Holders or to
enforce any right under this Indenture, except in the manner herein provided and
for the equal and ratable benefit of all such Holders.

     Section 5.8. Unconditional Right of Holders to Receive Principal and any
                  -----------------------------------------------------------
Premium, Interest and Additional Amounts.
----------------------------------------

     Notwithstanding any other provision in this Indenture, the Holder of any
Security or Coupon shall have the right, which is absolute and unconditional, to
receive payment of the principal of, any premium and (subject to Sections 3.5
and 3.7) interest on, and any Additional Amounts with respect to such Security
or payment of such Coupon, as the case may be, on the respective Stated Maturity
or Maturities therefor specified in such Security or Coupon (or, in the case of
redemption, on the Redemption Date or, in the case of repayment at the option of
such Holder if provided with respect to such Security, on the date such
repayment is due) and to institute suit for the enforcement of any such payment,
and such right shall not be impaired without the consent of such Holder.

     Section 5.9. Restoration of Rights and Remedies.
                  ----------------------------------

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

                                      -46-

<PAGE>

     Section 5.10. Rights and Remedies Cumulative.
                   ------------------------------

     Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities or Coupons in the last paragraph
of Section 3.6, no right or remedy herein conferred upon or reserved to the
Trustee or to each and every Holder of a Security or a Coupon is intended to be
exclusive of any other right or remedy, and every right and remedy, to the
extent permitted by law, shall 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, to the extent permitted by law, prevent the
concurrent assertion or employment of any other appropriate right or remedy.

     Section 5.11. Delay or Omission Not Waiver.
                   ----------------------------

     No delay or omission of the Trustee or of any Holder of any Security or
Coupon to exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of any such Event of
Default or an acquiescence therein. Every right and remedy given by this Article
or by law to the Trustee or to any Holder of a Security or a Coupon may be
exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by such Holder, as the case may be.

     Section 5.12. Control by Holders of Securities.
                   --------------------------------

     The Holders of a majority in principal amount of the Outstanding Securities
of any series shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee with respect to the Securities of
such series and any Coupons appertaining thereto, provided that

     (1) such direction shall not be in conflict with any rule of law or with
this Indenture or with the Securities of such series,

     (2) the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction, and

     (3) such direction is not unduly prejudicial to the rights of the other
Holders of Securities of such series not joining in such action.

     Section 5.13. Waiver of Past Defaults.
                   -----------------------

     Subject to Section 5.2, the Holders of not less than a majority in
principal amount of the Outstanding Securities of any series on behalf of the
Holders of all the Securities of such series and any Coupons appertaining
thereto may waive any past default hereunder with respect to such series and its
consequences, except a default

     (1) in the payment of the principal of, any premium or interest on, or any
Additional Amounts with respect to, any Security of such series or any Coupons
appertaining thereto, or

                                      -47-

<PAGE>

     (2) in respect of a covenant or provision hereof which under Article 9
cannot be modified or amended without the consent of the Holder of each
Outstanding Security of such series affected.

     Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.

     Section 5.14. Waiver of Usury, Stay or Extension Laws.
                   ---------------------------------------

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

     Section 5.15. Undertaking for Costs.
                   ---------------------

     All parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of any
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; but the provisions
of this Section 5.15 shall not apply to any suit instituted by the Trustee, to
any suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of Outstanding Securities of any series, or to
any suit instituted by any Holder for the enforcement of the payment of the
principal of (or premium, if any) or interest, if any, on or Additional Amounts,
if any, with respect to any Security on or after the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date, and, in the case of repayment or repurchase, on or
after the date for repayment or repurchase) or for the enforcement of the right,
if any, to convert or exchange any Security into Common Stock or other
securities in accordance with its terms.

                                   Article 6

                                  THE TRUSTEE

     Section 6.1.  Certain Rights of Trustee.
                   -------------------------

     Subject to Sections 315(a) through 315(d) of the Trust Indenture Act:

     (1) the Trustee may conclusively rely and shall be fully protected in
acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice,

                                      -48-

<PAGE>

request, direction, consent, order, bond, debenture, note, coupon 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;

     (2) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or a Company Order (in each case,
other than delivery of any Security, together with any Coupons appertaining
thereto, to the Trustee for authentication and delivery pursuant to Section 3.3
which shall be sufficiently evidenced as provided therein) and any resolution of
the Board of Directors may be sufficiently evidenced by a Board Resolution;

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

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

     (5) the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by or pursuant to this Indenture or the related Series
Authorization at the request or direction of any of the Holders of Securities of
any series or any Coupons appertaining thereto pursuant to this Indenture,
unless such Holders shall have offered to the Trustee such security or indemnity
as is reasonably satisfactory to it against the costs, expenses and liabilities
which might be incurred by it in compliance with such request or direction;

     (6) the Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
coupon or other paper or document, but the Trustee, in its discretion, may but
shall not be obligated to make such further inquiry or investigation into such
facts or matters as it may see fit, and, if the Trustee shall determine to make
such further inquiry or investigation, it shall be entitled to examine, during
business hours and upon reasonable notice, the books, records and premises of
the Company, personally or by agent or attorney;

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

     (8) the Trustee shall not be liable for any action taken or error of
judgment made in good faith by a Responsible Officer or Responsible Officers of
the Trustee, unless it shall be proved that the Trustee was negligent, acted in
bad faith or engaged in willful misconduct;

     (9) the Authenticating Agent, Paying Agent, and Security Registrar shall
have the same protections as the Trustee set forth hereunder;

                                      -49-

<PAGE>

     (10) the Trustee shall not be liable with respect to any action taken,
suffered or omitted to be taken by it in good faith in accordance with an Act of
the Holders hereunder, and, to the extent not so provided herein, with respect
to any act requiring the Trustee to exercise its own discretion, relating to the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred upon the Trustee, under
this Indenture or any Securities, unless it shall be proved that, in connection
with any such action taken, suffered or omitted or any such act, the Trustee was
negligent, acted in bad faith or engaged in willful misconduct;

     (11) the Trustee is not responsible to see that the Company or any other
Person is maintaining any insurance required by the Indenture;

     (12) the Trustee shall not be responsible for the recording, rerecording,
filing of UCC Statements or UCC Continuation Statements;

     (13) In the absence of bad faith on its part, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to the Trustee
which conform to the requirements of the Indenture;

     (14) Except during the continuance of an Event of Default, the Trustee
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture and no implied covenants or obligations shall be read
into this Indenture against the Trustee;

     (15) Except as expressly required by the terms of this Indenture, none of
the provisions of this Indenture shall require the Trustee to expend or risk its
own funds or otherwise incur any liability, financial or otherwise, in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers if it shall have reasonable grounds for believing that
repayment of such funds or indemnity satisfactory to it against such risk or
liability is not assured to it;

     (16) In case an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
his own affairs; and

     (17) The Trustee shall not be charged with knowledge of any default or
Event of Default (except in the case of a default in the payment of principal of
or interest on any Security) with respect to the Securities of any series unless
either (a) a Responsible Officer of the Trustee shall have actual knowledge of
such default or Event of Default or (b) written notice of such default or Event
of Default shall have been given to the Trustee by the Company or any Holder of
the Securities of any series.

     Section 6.2. Notice of Defaults.
                  ------------------

     Within 90 days after the occurrence of any default hereunder with respect
to the Securities of any series, the Trustee shall transmit by mail to all
Holders of Securities of such series entitled to receive reports pursuant to
Section 7.3(3), notice of such default hereunder

                                      -50-

<PAGE>

actually known to a Responsible Officer of the Trustee, unless such default
shall have been cured or waived; provided, however, that, except in the case of
a default in the payment of the principal of (or premium, if any), or interest,
if any, on, or Additional Amounts or any sinking fund or purchase fund
installment with respect to, any Security of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the best interest of the Holders of Securities and Coupons of such
series; and provided, further, that in the case of any default of the character
specified in Section Section 5.1(4) with respect to Securities of such series,
no such notice to Holders shall be given until at least 30 days after the
occurrence thereof. For the purpose of this Section, the term "default" means
                                                               -------
any event which is, or after notice or lapse of time or both would become, an
Event of Default with respect to Securities of such series.

     Section 6.3. Not Responsible for Recitals or Issuance of Securities.
                  ------------------------------------------------------

     The recitals contained herein and in the Securities, except the Trustee's
certificate of authentication, and in any Coupons shall be taken as the
statements of the Company and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or the Coupons. Neither the Trustee nor any Authenticating Agent
shall be accountable for the use or application by the Company of the Securities
or the proceeds thereof.

     Section 6.4. May Hold Securities.
                  -------------------

     The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other Person that may be an agent of the Trustee or the
Company, in its individual or any other capacity, may become the owner or
pledgee of Securities or Coupons and, subject to Sections 310(b) and 311 of the
Trust Indenture Act, may otherwise deal with the Company with the same rights it
would have if it were not the Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other Person.

     Section 6.5. Money Held in Trust.
                  -------------------

     Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law and shall be held uninvested.
The Trustee shall be under no liability for interest on any money received by it
hereunder except as otherwise agreed to in writing with the Company.

     Section 6.6. Compensation and Reimbursement.
                  ------------------------------

     The Company agrees:

     (1) to pay to the Trustee from time to time reasonable compensation for all
services rendered by the Trustee hereunder as agreed in writing between the
Company and the Trustee (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust);

                                      -51-

<PAGE>

     (2) except as otherwise expressly provided herein, to reimburse the Trustee
upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any provision of this
Indenture or arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder (including the reasonable
compensation and the expenses and disbursements of its agents and counsel),
except any such expense, disbursement or advance as may be attributable to the
Trustee's negligence or bad faith; and

     (3) to indemnify the Trustee and its agents, officers, directors and
employees for, and to hold them harmless against, any loss, liability or expense
incurred, arising out of or in connection with the acceptance or administration
of the trust or trusts hereunder, including the costs and expenses of defending
themselves against any claim or liability in connection with the exercise or
performance of any of their powers or duties hereunder, except to the extent
that any such loss, liability or expense was due to the Trustee's negligence or
bad faith.

     As security for the performance of the obligations of the Company under
this Section, the Trustee shall have a lien prior to the Securities of any
series upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the payment of principal of, and premium or
interest on or any Additional Amounts with respect to Securities or any Coupons
appertaining thereto.

     To the extent permitted by law, any compensation or expense incurred by the
Trustee (including the fees and expenses of its counsel) after a default
specified in or pursuant to Section 5.1 is intended to constitute an expense of
administration under any then applicable bankruptcy or insolvency law. "Trustee"
                                                                        -------
for purposes of this Section 6.6 shall include any predecessor Trustee but the
negligence or bad faith of any Trustee shall not affect the rights of any other
Trustee under this Section 6.6.


     The provisions of this Section 6.6 shall survive the satisfaction and
discharge of this Indenture or the earlier resignation or removal of the Trustee
and shall apply with equal force and effect to the Trustee in its capacity as
Authenticating Agent, Paying Agent or Security Registrar.

     Section 6.7. Corporate Trustee Required; Eligibility.
                  ---------------------------------------

     There shall at all times be a Trustee hereunder that is a Corporation
organized and doing business under the laws of the United States of America, any
state thereof or the District of Columbia, that is eligible under Section
310(a)(1) of the Trust Indenture Act to act as trustee under an indenture
qualified under the Trust Indenture Act and that has a combined capital and
surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture
Act) of at least $50,000,000, and that is subject to supervision or examination
by Federal or state authority. If at any time the Trustee 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.

                                      -52-

<PAGE>

     Section 6.8. Resignation and Removal; Appointment of Successor.
                  -------------------------------------------------

     (1) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee pursuant to Section 6.9.


     (2) The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 6.9 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to such
series.

     (3) The Trustee may be removed at any time with respect to the Securities
of any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and the Company.

     (4) If at any time:

          (a) the Trustee shall fail to comply with the obligations imposed upon
     it under Section 310(b) of the Trust Indenture Act with respect to
     Securities of any series after written request therefor by the Company or
     any Holder of a Security of such series who has been a bona fide Holder of
     a Security of such series for at least six months, or

          (b) the Trustee shall cease to be eligible under Section 6.7 and shall
     fail to resign after written request therefor by the Company or any such
     Holder, or

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

     then, in any such case, (i) the Company, by or pursuant to a Board
     Resolution, may remove the Trustee with respect to all Securities or the
     Securities of such series, or (ii) subject to Section 315(e) of the Trust
     Indenture Act, any Holder of a Security who has been a bona fide Holder of
     a Security of such series 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 Trustee with respect to all Securities
     of such series and the appointment of a successor Trustee or Trustees.

     (5) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Securities of one or more series, the Company, by or pursuant to a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of such series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of
such series and that at any time there shall be only one Trustee with respect to
the Securities of any particular series) and shall comply with the applicable
requirements of Section 6.9. If, within one year after such resignation, removal
or incapacity, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series shall be appointed by Act of the

                                      -53-

<PAGE>

Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 6.9, become the successor
Trustee with respect to the Securities of such series and to that extent
supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders of Securities and accepted appointment
in the manner required by Section 6.9, any Holder of a Security who has been a
bona fide Holder of a Security of such series for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.

     (6) The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment of
a successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to the
Holders of Registered Securities, if any, of such series as their names and
addresses appear in the Security Register and, if Securities of such series are
issued as Bearer Securities, by publishing notice of such event once in an
Authorized Newspaper in each Place of Payment located outside the United States.
Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.

     (7) In no event shall any retiring Trustee be liable for the acts or
omissions of any successor Trustee hereunder.

     Section 6.9. Acceptance of Appointment by Successor.
                  --------------------------------------

     (1) Upon the appointment hereunder of any successor Trustee with respect to
all Securities, such successor Trustee so appointed shall execute, acknowledge
and deliver to the Company and the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties hereunder of the retiring Trustee; but, on the written request of the
Company or such successor Trustee, such retiring Trustee, upon payment of its
charges, shall execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and, subject
to Section 10.3, shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder, subject
nevertheless to its claim, if any, provided for in Section 6.6.


     (2) Upon the appointment hereunder of any successor Trustee with respect to
the Securities of one or more (but not all) series, the Company, the retiring
Trustee and such successor Trustee shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment
and which (1) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, such successor Trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the

                                      -54-

<PAGE>

retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust, that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee and that no Trustee shall be responsible
for any notice given to, or received by, or any act or failure to act on the
part of any other Trustee hereunder, and, upon the execution and delivery of
such supplemental indenture, the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein, such retiring Trustee
shall have no further responsibility for the exercise of rights and powers or
for the performance of the duties and obligations vested in the Trustee under
this Indenture with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates other than as hereinafter
expressly set forth, and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates; but, on
written request of the Company or such successor Trustee, such retiring Trustee,
upon payment of its charges with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates and subject to
Section 10.3 shall duly assign, transfer and deliver to such successor Trustee,
to the extent contemplated by such supplemental indenture, the property and
money held by such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates,
subject to its claim, if any, provided for in Section 6.6.

     (3) Upon request of any Person appointed hereunder as a successor Trustee,
the Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and
trusts referred to in paragraph (1) or (2) of this Section, as the case may be.

     (4) No Person shall accept its appointment hereunder as a successor Trustee
unless at the time of such acceptance such successor Person shall be qualified
and eligible under this Article.

     Section 6.10. Merger, Conversion, Consolidation or Succession to Business.
                   -----------------------------------------------------------

     Any Corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any Corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
Corporation succeeding to all or substantially all of the corporate agency or
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto. In case any Securities shall have been
authenticated but not delivered by the Trustee then in office, any successor by
merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

                                      -55-

<PAGE>

     Section 6.11. Appointment of Authenticating Agent.
                   -----------------------------------

     The Trustee may appoint one or more Authenticating Agents acceptable to the
Company with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of that or
those series issued upon original issue, exchange, registration of transfer,
partial redemption or partial repayment or pursuant to Section 3.6, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent.

     Each Authenticating Agent must be acceptable to the Company and, except as
provided in or pursuant to this Indenture or the related Series Authorization,
shall at all times be a Corporation that would be permitted by the Trust
Indenture Act to act as trustee under an indenture qualified under the Trust
Indenture Act, is authorized under applicable law and by its charter to act as
an Authenticating Agent and has a combined capital and surplus (computed in
accordance with Section 310(a)(2) of the Trust Indenture Act) of at least
$50,000,000. If at any time an Authenticating 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 specified in this Section.

     Any Corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any Corporation succeeding to all or substantially all of
the corporate agency or corporate trust business of an Authenticating Agent,
shall be the successor of such Authenticating Agent hereunder, provided such
Corporation shall be otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall (i) mail written notice
of such appointment by first-class mail, postage prepaid, to all Holders of
Registered Securities, if any, of the series with respect to which such
Authenticating Agent shall serve, as their names and addresses appear in the
Security Register, and (ii) if Securities of the series are issued as Bearer
Securities, publish notice of such appointment at least once in an Authorized
Newspaper in the place where such successor Authenticating Agent has its
principal office if such office is located outside the United States. Any
successor Authenticating Agent, upon acceptance of its appointment hereunder,
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

                                      -56-

<PAGE>

     The Company agrees to pay each Authenticating Agent from time to time
reasonable compensation for its services under this Section.

     The provisions of Section 3.8, Section 6.3 and Section 6.4 shall be
applicable to each Authenticating Agent.

     If an Authenticating Agent is appointed with respect to one or more series
of Securities pursuant to this Section, the Securities of such series may have
endorsed thereon, in addition to or in lieu of the Trustee's certificate of
authentication, an alternate certificate of authentication in substantially the
following form:

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


                                     JPMORGAN CHASE BANK, as Trustee



                                     By: [Name of Agent]
                                         ---------------------------------------
                                         as Authenticating Agent

                                     By: _______________________________________
                                         as Authorized Officer

     If all of the Securities of any series may not be originally issued at one
time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment where the
Company wishes to have Securities of such series authenticated upon original
issuance, the Trustee, if so requested in writing (which writing need not be
accompanied by or contained in an Officers' Certificate by the Company), shall
appoint in accordance with this Section an Authenticating Agent having an office
in a Place of Payment designated by the Company with respect to such series of
Securities.

                                   Article 7

                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

     Section 7.1. Company to Furnish Trustee Names and Addresses of Holders.
                  ---------------------------------------------------------

     In accordance with Section 312(a) of the Trust Indenture Act, the Company
shall furnish or cause to be furnished to the Trustee

     (1) semi-annually with respect to Securities of each series not later than
May 1 and November 1 of the year or upon such other dates as are set forth in or
pursuant to the Board Resolution or indenture supplemental hereto authorizing
such series, a list, in each case in such form as the Trustee may reasonably
require, of the names and addresses of Holders as of the applicable date, and

                                      -57-

<PAGE>

     (2) at such other times as the Trustee may request in writing, within 30
days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished,

provided, however, that so long as the Trustee is the Security
Registrar no such list shall be required to be furnished.

     Section 7.2. Preservation of Information; Communications to Holders.
                  ------------------------------------------------------

     The Trustee shall comply with the obligations imposed upon it pursuant to
Section 312 of the Trust Indenture Act.

     Every Holder of Securities or Coupons, by receiving and holding the same,
agrees with the Company and the Trustee that none of the Company, the Trustee,
any Paying Agent or any Security Registrar shall be held accountable by reason
of the disclosure of any such information as to the names and addresses of the
Holders of Securities in accordance with Section 312(c) of the Trust Indenture
Act, regardless of the source from which such information was derived, and that
the Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under Section 312(b) of the Trust Indenture Act.

     Section 7.3. Reports by Trustee.
                  ------------------

     (1) Within 60 days after May 15 of each year commencing with the first May
15 following the first issuance of Securities pursuant to Section 3.1, if
required by Section 313(a) of the Trust Indenture Act, the Trustee shall
transmit, pursuant to Section 313(c) of the Trust Indenture Act, a brief report
dated as of such May 15 with respect to any of the events specified in said
Section 313(a) which may have occurred since the later of the immediately
preceding May 15 and the date of this Indenture.

     (2) The Trustee shall transmit the reports required by Section 313(a) of
the Trust Indenture Act at the times specified therein.

     (3) Reports pursuant to this Section shall be transmitted in the manner and
to the Persons required by Sections 313(c) and 313(d) of the Trust Indenture
Act.

     Section 7.4. Reports by Company.
                  ------------------

         The Company, pursuant to Section 314(a) of the Trust Indenture Act,
shall:

     (1) file with the Trustee, within 15 days after the Company is required to
file the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may from time to time by rules and regulations
prescribe) which the Company may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934,
as amended; or, if the Company is not required to file information, documents or
reports pursuant to either of said Sections, then it shall file with the Trustee
and the Commission, in accordance with rules and regulations prescribed from
time to time by the Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant

                                      -58-

<PAGE>

to Section 13 of the Securities Exchange Act of 1934, as amended, in respect
of a security listed and registered on a national securities exchange as may be
prescribed from time to time in such rules and regulations;

     (2) file with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such additional
information, documents and reports with respect to compliance by the Company,
with the conditions and covenants of this Indenture as may be required from time
to time by such rules and regulations; and

     (3) transmit within 30 days after the filing thereof with the Trustee, in
the manner and to the extent provided in Section 313(c) of the Trust Indenture
Act, such summaries of any information, documents and reports required to be
filed by the Company pursuant to paragraphs (1) and (2) of this Section as may
be required by rules and regulations prescribed from time to time by the
Commission.

                                   Article 8

                 CONSOLIDATION, AMALGAMATIONS, MERGER AND SALES

     Section 8.1. Company May Consolidate, Etc., Only on Certain Terms.
                  ----------------------------------------------------

     The Company shall not consolidate or amalgamate with or merge into any
other Person (whether or not affiliated with the Company), or convey, transfer
or lease its properties and assets as an entirety or substantially as an
entirety to any other Person (whether or not affiliated with the Company), and
the Company shall not permit any other Person (whether or not affiliated with
the Company) to consolidate or amalgamate with or merge into the Company or
convey, transfer or lease its properties and assets as an entirety or
substantially as an entirety to the Company; unless:

     (1) in case the Company shall consolidate or amalgamate with or merge into
another Person or convey, transfer or lease its properties and assets as an
entirety or substantially as an entirety to any Person, the Person formed by
such consolidation or amalgamation or into which the Company is merged or the
Person which acquires by conveyance or transfer, or which leases, the properties
and assets of the Company as an entirety or substantially as an entirety shall
be a Corporation organized and existing under the laws of the United States of
America, any state thereof or the District of Columbia, Bermuda, or any other
country which is on the date of this Indenture a member of the Organization of
Economic Cooperation and Development, and shall expressly assume, by an
indenture (or indentures, if at such time there is more than one Trustee)
supplemental hereto, executed by the successor Person and delivered to the
Trustee the due and punctual payment of the principal of, any premium and
interest on and any Additional Amounts with respect to all the Securities and
the performance of every obligation in this Indenture and the Outstanding
Securities on the part of the Company to be performed or observed and shall
provide for conversion or exchange rights in accordance with the provisions of
the Securities of any series that are convertible or exchangeable into Common
Stock or other securities;

     (2) immediately after giving effect to such transaction and treating any
indebtedness which becomes an obligation of the Company as a result of such
transaction as having been

                                      -59-

<PAGE>

incurred by the Company at the time of such transaction, no Event of Default
or event which, after notice or lapse of time, or both, would become an Event of
Default, shall have occurred and be continuing; and

     (3) either the Company or the successor Person shall have delivered to the
Trustee an Officers' Certificate and an Opinion of Counsel, each stating that
such consolidation, merger, conveyance, transfer or lease and, if a supplemental
indenture is required in connection with such transaction, such supplemental
indenture comply with this Article and that all conditions precedent herein
provided for relating to such transaction have been complied with.

     Section 8.2. Successor Person Substituted for Company.
                  ----------------------------------------

     Upon any consolidation or amalgamation by the Company with or merger of the
Company into any other Person or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety to any Person
in accordance with Section 8.1, the successor Person formed by such
consolidation or amalgamation or into which the Company is merged or to which
such conveyance, transfer or lease is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture
with the same effect as if such successor Person had been named as the Company
herein; and thereafter, except in the case of a lease, the predecessor Person
shall be released from all obligations and covenants under this Indenture, the
Securities and the Coupons.

                                   Article 9

                             SUPPLEMENTAL INDENTURES

        Section 9.1. Supplemental Indentures without Consent of Holders.
                     --------------------------------------------------

     Without the consent of any Holders of Securities or Coupons, the Company
(when authorized by or pursuant to a Board Resolution) and the Trustee, at any
time and from time to time, may enter into one or more indentures supplemental
hereto, for any of the following purposes:

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

     (2) to add to the covenants of the Company for the benefit of the Holders
of all or any series of Securities (as shall be specified in such supplemental
indenture or indentures) or to surrender any right or power herein conferred
upon the Company; or

     (3) to add to or change any of the provisions of this Indenture to provide
that Bearer Securities may be registrable as to principal, to change or
eliminate any restrictions on the payment of principal of, any premium or
interest on or any Additional Amounts with respect to Securities, to permit
Bearer Securities to be issued in exchange for Registered Securities, to permit
Bearer Securities to be exchanged for Bearer Securities of other authorized
denominations or to permit or facilitate the issuance of Securities in
uncertificated form, provided any such action shall not adversely affect the
interests of the Holders of Outstanding Securities of any series or any Coupons
appertaining thereto in any material respect; or

                                      -60-

<PAGE>

     (4) to establish the forms or terms of Securities of any series and any
Coupons appertaining thereto as permitted by Sections 2.1 and 3.1; or

     (5) to evidence and provide for the acceptance of appointment hereunder by
a successor Trustee with respect to the Securities of one or more series and to
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, pursuant to the requirements of Section 6.9; or

     (6) to cure any ambiguity or to correct or supplement any provision herein
which may be defective or inconsistent with any other provision herein, or to
make any other provisions with respect to matters or questions arising under
this Indenture which shall not adversely affect the interests of the Holders of
Securities of any series then Outstanding or any Coupons appertaining thereto in
any material respect; or

     (7) to add to, delete from or revise the conditions, limitations and
restrictions on the authorized amount, terms or purposes of issue,
authentication and delivery of Securities, as herein set forth; or

     (8) to add any additional Events of Default with respect to all or any
series of Securities (as shall be specified in such supplemental indenture); or

     (9) to supplement any of the provisions of this Indenture to such extent as
shall be necessary to permit or facilitate the defeasance and discharge of any
series of Securities pursuant to Article 4, provided that any such action shall
not adversely affect the interests of any Holder of an Outstanding Security of
such series and any Coupons appertaining thereto or any other Outstanding
Security or Coupon in any material respect; or

     (10) to make provisions with respect to conversion or exchange rights of
Holders of Securities of any series; or

     (11) to amend or supplement any provision contained herein or in any
supplemental indenture, provided that no such amendment or supplement shall
materially adversely affect the interests of the Holders of any Securities then
Outstanding.

     Section 9.2. Supplemental Indentures with Consent of Holders.
                  -----------------------------------------------

     With the consent of the Holders of not less than a majority in principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company (when authorized by or pursuant to a Company's Board
Resolution) and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities of such series
under this Indenture or of the Securities of such series; provided, however,
that no such supplemental indenture, without the consent of the Holder of each
Outstanding Security affected thereby, shall

     (1) change the Stated Maturity of the principal of, or any premium or
installment of interest on or any Additional Amounts with respect to, any
Security, or reduce the principal

                                      -61-

<PAGE>

amount thereof (or modify the calculation of such principal amount) or the rate
(or modify the calculation of such rate) of interest thereon or any Additional
Amounts with respect thereto, or any premium payable upon the redemption thereof
or otherwise, or change the obligation of the Company to pay Additional Amounts
pursuant to Section 10.4 (except as contemplated by Section 8.1(1) and permitted
by Section 9.1(1) or change the redemption provisions or adversely affect the
right of repayment at the option of any Holder as contemplated by Article 13, or
change the Place of Payment, Currency in which the principal of, any premium or
interest on, or any Additional Amounts with respect to any Security is payable,
or impair the right to institute suit for the enforcement of any such payment on
or after the Stated Maturity thereof (or, in the case of redemption, on or after
the Redemption Date or, in the case of repayment at the option of the Holder, on
or after the date for repayment), or

        (2) reduce the percentage in principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver (of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture, or
reduce the requirements of Section 15.4 for quorum or voting, or

        (3) modify any of the provisions of this Indenture relating to the
subordination of the Securities in a manner adverse to Holders of Securities, or

        (4) modify any of the provisions of this Section, Section 5.13 or
Section 10.6, except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified or waived without the
consent of the Holder of each Outstanding Security affected thereby, or

        (5) make any change that adversely affects the right to convert or
exchange any Security into or for Common Stock of the Company or other
securities (whether or not issued by the Company), cash or property in
accordance with its terms.

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

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

        Section 9.3. Execution of Supplemental Indentures.
                     ------------------------------------

        As a condition to executing, or accepting the additional trusts created
by, any supplemental indenture permitted by this Article or the modifications
thereby of the trust created by this Indenture, in accordance with Section 1.2
the Trustee shall be entitled to receive, and (subject to Section 315 of the
Trust Indenture Act) shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture and an Officers' Certificate stating that all
conditions precedent to

                                      -62-

<PAGE>

the execution of such supplemental indenture have been fulfilled. The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture
which affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.

        Section 9.4.  Effect of Supplemental Indentures.
                      ---------------------------------

        Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of a Security theretofore or thereafter authenticated and delivered hereunder
and of any Coupon appertaining thereto shall be bound thereby.

        Section 9.5.  Reference in Securities to Supplemental Indentures.
                      --------------------------------------------------

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

        Section 9.6.  Conformity with Trust Indenture Act.
                      -----------------------------------

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

        Section 9.7.  Effect on Senior Indebtedness.
                      -----------------------------

        No supplemental indenture shall directly or indirectly modify or
eliminate the provisions of Article 16 in any manner which might terminate or
impair the subordination of the Securities of any series to Indebtedness of the
Company that constitutes Senior Indebtedness without the prior written consent
of the holders of such Senior Indebtedness.

        Section 9.8.  Notice of Supplemental Indenture.
                      --------------------------------

        Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to Section 9.2, the Company shall transmit to
the Holders of Outstanding Securities of any series affected thereby a notice
setting forth the substance of such supplemental indenture.

                                   Article 10

                                    COVENANTS

        Section 10.1. Payment of Principal, any Premium, Interest and Additional
                      ----------------------------------------------------------
Amounts.
-------

        The Company covenants and agrees for the benefit of the Holders of the
Securities of each series that it will duly and punctually pay the principal of,
any premium and interest on and

                                      -63-

<PAGE>

any Additional Amounts with respect to the Securities of such series in
accordance with the terms thereof, any Coupons appertaining thereto and this
Indenture. Any interest due on any Bearer Security on or before the Maturity
thereof, and any Additional Amounts payable with respect to such interest, shall
be payable only upon presentation and surrender of the Coupons appertaining
thereto for such interest as they severally mature.

        Section 10.2. Maintenance of Office or Agency.
                      -------------------------------

        The Company shall maintain in each Place of Payment for any series of
Securities an Office or Agency where Securities of such series (but not Bearer
Securities, except as otherwise provided below, unless such Place of Payment is
located outside the United States) may be presented or surrendered for payment,
where Securities of such series may be surrendered for registration of transfer
or exchange, where Securities of such series that are convertible or
exchangeable may be surrendered for conversion or exchange, and where notices
and demands to or upon the Company in respect of the Securities of such series
relating thereto and this Indenture may be served. If Securities of a series are
issuable as Bearer Securities, the Company, except as otherwise permitted or
required in or pursuant to this Indenture or the related Series Authorization
shall maintain, subject to any laws or regulations applicable thereto, an Office
or Agency in a Place of Payment for such series which is located outside the
United States where Securities of such series and any Coupons appertaining
thereto may be presented and surrendered for payment; provided, however, that if
the Securities of such series are listed on The Stock Exchange of the United
Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any
other stock exchange located outside the United States and such stock exchange
shall so require, the Company shall maintain a Paying Agent in London,
Luxembourg or any other required city located outside the United States, as the
case may be, so long as the Securities of such series are listed on such
exchange. The Company will give prompt written notice to the Trustee 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 Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, except that Bearer Securities of such series and any
Coupons appertaining thereto may be presented and surrendered for payment at the
place specified for the purpose with respect to such Securities as provided in
or pursuant to this Indenture or the related Series Authorization, and the
Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

        Except as otherwise provided in or pursuant to this Indenture or the
related Series Authorization, no payment of principal, premium, interest or
Additional Amounts with respect to Bearer Securities shall be made at any Office
or Agency in the United States or by check mailed to any address in the United
States or by wire transfer to an account maintained with a bank located in the
United States; provided, however, if amounts owing with respect to any Bearer
Securities shall be payable in Dollars, payment of principal of, any premium or
interest on and any Additional Amounts with respect to any such Security may be
made at the Corporate Trust Office of the Trustee or any Office or Agency
designated by the Company in the Borough of Manhattan, The City of New York, if
(but only if) payment of the full amount of such principal, premium, interest or
Additional Amounts at all offices outside the United States maintained for such
purpose by the Company in accordance with this Indenture is illegal or
effectively precluded by exchange controls or other similar restrictions.

                                      -64-

<PAGE>

        The Company may also from time to time designate one or more other
Offices or Agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an Office
or Agency in each Place of Payment for Securities of any series for such
purposes. The Company shall give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such
other Office or Agency. Unless otherwise provided in or pursuant to this
Indenture or the related Series Authorization, the Company hereby designates as
the Place of Payment for each series of Securities the Borough of Manhattan, The
City of New York, and initially appoints the Corporate Trust Office of the
Trustee as the Office or Agency of the Company in the Borough of Manhattan, The
City of New York for such purpose. The Company may subsequently appoint a
different Office or Agency in the Borough of Manhattan, The City of New York for
the Securities of any series.

        Unless otherwise specified with respect to any Securities pursuant to
Section 3.1, if and so long as the Securities of any series (i) are denominated
in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long
as it is required under any other provision of this Indenture, then the Company
will maintain with respect to each such series of Securities, or as so required,
at least one exchange rate agent.

        Section 10.3. Money for Securities Payments to Be Held in Trust.
                      -------------------------------------------------

        If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it shall, on or before each due date of the
principal of, any premium or interest on or Additional Amounts with respect to
any of the Securities of such series, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum in the currency or currencies,
currency unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 3.1 for the Securities of such series) sufficient to pay the principal
or any premium, interest or Additional Amounts so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided, and
shall promptly notify the Trustee in writing of its action or failure so to act.

        Whenever the Company shall have one or more Paying Agents for any series
of Securities, it shall, on or prior to 10:00 a.m., New York City time, on each
due date of the principal of, any premium or interest on or any Additional
Amounts with respect to any Securities of such series, deposit with any Paying
Agent a sum (in the currency or currencies, currency unit or units or composite
currency or currencies described in the preceding paragraph) sufficient to pay
the principal and any premium, interest or Additional Amounts so becoming due,
such sum to be held in trust for the benefit of the Persons entitled thereto,
and (unless such Paying Agent is the Trustee) the Company will promptly notify
the Trustee in writing of its action or failure so to act.

        The Company shall cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent shall:

                                      -65-

<PAGE>

     (1)  hold all sums held by it for the payment of the principal of, any
premium or interest on or any Additional Amounts with respect to Securities of
such series in trust for the benefit of the Persons entitled thereto until such
sums shall be paid to such Persons or otherwise disposed of as provided in or
pursuant to this Indenture or the related Series Authorization;

     (2)  give the Trustee notice of any default by the Company (or any other
obligor upon the Securities of such series) in the making of any payment of
principal of, any premium or interest on or any Additional Amounts with respect
to the Securities of such series; and

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

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

     Except as otherwise provided herein or pursuant hereto, any money deposited
with the Trustee or any Paying Agent, or then held by the Company, in trust for
the payment of the principal of, any premium or interest on or any Additional
Amounts with respect to any Security of any series or any Coupon appertaining
thereto and remaining unclaimed for two years after such principal or any such
premium or interest or any such Additional Amounts shall have become due and
payable shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security or
any Coupon appertaining thereto shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, at the expense of the Company may cause to be published once, in an
Authorized Newspaper in each Place of Payment for such series or to be mailed to
Holders of Registered Securities of such series, or both, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such publication or mailing nor shall it be
later than two years after such principal or any premium or interest or
Additional Amounts shall have become due and payable, any unclaimed balance of
such money then remaining will be repaid to the Company.

     Section 10.4.  Additional Amounts.
                    ------------------

     Except as otherwise provided in or pursuant to the related Series
Authorization of the applicable series, all payments of principal of and
premium, if any, interest and any other amounts on, or in respect of, the
Securities of any series or any Coupon appertaining thereto shall be made
without withholding or deduction at source for, or on account of, any present or
future taxes, fees, duties, assessments or governmental charges of whatever
nature imposed or levied by or on behalf of Bermuda or any other jurisdiction in
which the Company is organized (each, a "taxing jurisdiction") or any political
                                         -------------------
subdivision or taxing authority thereof or therein,

                                      -66-

<PAGE>

unless such taxes, fees, duties, assessments or governmental charges are
required to be withheld or deducted by (i) the laws (or any regulations or
ruling promulgated thereunder) of a taxing jurisdiction or any political
subdivision or taxing authority thereof or therein or (ii) an official position
regarding the application, administration, interpretation or enforcement of any
such laws, regulations or rulings (including, without limitation, a holding by a
court of competent jurisdiction or by a taxing authority in a taxing
jurisdiction or any political subdivision thereof). If a withholding or
deduction at source is required, the Company shall, subject to certain
limitations and exceptions set forth below, pay to the Holder of any such
Security or any Coupon appertaining thereto such Additional Amounts as may be
necessary so that every net payment of principal, premium, if any, interest or
any other amount made to such Holder, after such withholding or deduction, shall
not be less than the amount provided for in such Security, any Coupons
appertaining thereto and this Indenture to be then due and payable; provided,
however, that the Company shall not be required to make payment of such
Additional Amounts for or on account of:

     (1)  any tax, fee, duty, assessment or governmental charge of whatever
nature which would not have been imposed but for the fact that such Holder: (A)
was a resident, domiciliary or national of, or engaged in business or maintained
a permanent establishment or was physically present in, the relevant taxing
jurisdiction or any political subdivision thereof or otherwise had some
connection with the relevant taxing jurisdiction other than by reason of the
mere ownership of, or receipt of payment under, such Security; (B) presented
such Security for payment in the relevant taxing jurisdiction or any political
subdivision thereof, unless such Security could not have been presented for
payment elsewhere; or (C) presented such Security more than thirty (30) days
after the date on which the payment in respect of such Security first became due
and payable or provided for, whichever is later, except to the extent that the
Holder would have been entitled to such Additional Amounts if it had presented
such Security for payment on any day within such period of thirty (30) days;

     (2)  any estate, inheritance, gift, sale, transfer, personal property or
similar tax, assessment or other governmental charge;

     (3)  any tax, assessment or other governmental charge that is imposed or
withheld by reason of the failure by the Holder or the beneficial owner of such
Security to comply with any reasonable request by the Company addressed to the
Holder within 90 days of such request (A) to provide information concerning the
nationality, residence or identity of the Holder or such beneficial owner or (B)
to make any declaration or other similar claim or satisfy any information or
reporting requirement, which, in the case of (A) or (B), is required or imposed
by statute, treaty, regulation or administrative practice of the relevant taxing
jurisdiction or any political subdivision thereof as a precondition to exemption
from all or part of such tax, assessment or other governmental charge; or

     (4)  any combination of items (1), (2) and (3);

nor shall Additional Amounts be paid with respect to any payment of
the principal of, or premium, if any, interest or any other amounts on, any such
Security to any Holder who is a fiduciary or partnership or other than the sole
beneficial owner of such Security to the extent such payment would be required
by the laws of the relevant taxing jurisdiction (or any political

                                      -67-

<PAGE>

subdivision or relevant taxing authority thereof or therein) to be included in
the income for tax purposes of a beneficiary or partner or settlor with respect
to such fiduciary or a member of such partnership or a beneficial owner who
would not have been entitled to such Additional Amounts had it been the Holder
of the Security.

     Whenever in this Indenture there is mentioned, in any context, the payment
of the principal of or any premium, interest or any other amounts on, or in
respect of, any Security of any series or any Coupon or the net proceeds
received on the sale or exchange of any Security of any series, such mention
shall be deemed to include mention of the payment of Additional Amounts provided
by the terms of such series established hereby or pursuant hereto to the extent
that, in such context, Additional Amounts are, were or would be payable in
respect thereof pursuant to such terms, and express mention of the payment of
Additional Amounts (if applicable) in any provision hereof shall not be
construed as excluding the payment of Additional Amounts in those provisions
hereof where such express mention is not made.

     Except as otherwise provided in or pursuant to this Indenture or the
related Series Authorization of the applicable series, at least 10 days prior to
the first Interest Payment Date with respect to a series of Securities (or if
the Securities of such series shall not bear interest prior to Maturity, the
first day on which a payment of principal is made), and at least 10 days prior
to each date of payment of principal or interest if there has been any change
with respect to the matters set forth in the below-mentioned Officers'
Certificate, the Company shall furnish to the Trustee and the principal Paying
Agent or Paying Agents, if other than the Trustee, an Officers' Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such
payment of principal of and premium, if any, interest or any other amounts on
the Securities of such series shall be made to Holders of Securities of such
series or the Coupons appertaining thereto without withholding for or on account
of any tax, fee, duty, assessment or other governmental charge described in this
Section 10.4. If any such withholding shall be required, then such Officers'
Certificate shall specify by taxing jurisdiction the amount, if any, required to
be withheld on such payments to such Holders of Securities or Coupons, and the
Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts
required by this Section 10.4. The Company covenants to indemnify the Trustee
and any Paying Agent for, and to hold them harmless against, any loss, liability
or expense reasonably incurred without negligence or bad faith on their part
arising out of or in connection with actions taken or omitted by any of them in
reliance on any Officers' Certificate furnished pursuant to this Section 10.4.

     Section 10.5.  Corporate Existence.
                    -------------------

     Subject to Article 8, the Company shall do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence
and rights (charter and statutory) and franchises; provided, however, that the
foregoing shall not obligate the Company to preserve any such right or franchise
if the Company shall determine that the preservation thereof is no longer
desirable in the conduct of its business and that the loss thereof is not
disadvantageous in any material respect to any Holder.

                                      -68-

<PAGE>

     Section 10.6.  Waiver of Certain Covenants.
                    ---------------------------

     The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Section 10.5 with respect to the Securities
of any series if before the time for such compliance the Holders of at least a
majority in principal amount of the Outstanding Securities of such series, by
Act of such Holders, either shall waive such compliance in such instance or
generally shall have waived compliance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and
effect.

     Section 10.7.  Company Statement as to Compliance; Notice of Certain
                    -----------------------------------------------------
                    Defaults.
                    --------

     (1) The Company shall deliver to the Trustee, within 120 days after the end
of each fiscal year, a written statement (which need not be contained in or
accompanied by an Officers' Certificate) signed by the principal executive
officer, the principal financial officer or the principal accounting officer of
the Company, stating that

          (a)  a review of the activities of the Company during such year and of
     its performance under this Indenture has been made under his or her
     supervision, and

          (b) to the best of his or her knowledge, based on such review, (a) the
     Company has complied with all the conditions and covenants imposed on it
     under this Indenture throughout such year, or, if there has been a default
     in the fulfillment of any such condition or covenant, specifying each such
     default known to him or her and the nature and status thereof, and (b) no
     event has occurred and is continuing which is, or after notice or lapse of
     time or both would become, an Event of Default, or, if such an event has
     occurred and is continuing, specifying each such event known to him and the
     nature and status thereof.

     (2) The Company shall deliver to the Trustee, within five days after the
occurrence thereof, written notice of any Event of Default or any event which
after notice or lapse of time or both would become an Event of Default pursuant
to clause (4) of Section 5.1.

     (3) The Trustee shall have no duty to monitor the Company's compliance with
the covenants contained in this Article 10 other than as specifically set forth
in this Section 10.7.

     Section 10.8.  Calculation of Original Issue Discount.
                    --------------------------------------

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

                                      -69-

<PAGE>

                                   Article 11

                            REDEMPTION OF SECURITIES

     Section 11.1.  Applicability of Article.
                    ------------------------

     Redemption of Securities of any series as permitted or required by the
terms of such Securities shall be made in accordance with the terms of such
Securities and (except as otherwise provided herein or pursuant hereto) this
Article.

     Section 11.2.  Election to Redeem; Notice to Trustee.
                    -------------------------------------

     The election of the Company to redeem any Securities shall be evidenced by
or pursuant to a Board Resolution. In case of any redemption at the election of
the Company of (a) less than all of the Securities of any series or (b) all of
the Securities of any series, with the same issue date, interest rate or
formula, Stated Maturity and other terms, the Company shall, at least 60 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee in writing of such
Redemption Date and of the principal amount of Securities of such series to be
redeemed.

     Section 11.3.  Selection by Trustee of Securities to be Redeemed.
                    -------------------------------------------------

     If less than all of the Securities of any series with the same issue date,
interest rate or formula, Stated Maturity and other terms are to be redeemed,
the particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions of the principal amount of Registered Securities of such
series; provided, however, that no such partial redemption shall reduce the
portion of the principal amount of a Registered Security of such series not
redeemed to less than the minimum denomination for a Security of such series
established herein or pursuant hereto.

     The Trustee shall promptly notify the Company and the Security Registrar
(if other than itself) in writing of the Securities selected for redemption and,
in the case of any Securities selected for partial redemption, the principal
amount thereof to be redeemed.

     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal of such Securities which has been or is to be redeemed.

     Unless otherwise specified in or pursuant to this Indenture or the related
Series Authorization of any series, if any Security selected for partial
redemption is converted into Common Stock of the Company or exchanged for other
securities in part before termination of the conversion or exchange right with
respect to the portion of the Security so selected, the converted portion of
such Security shall be deemed (so far as may be) to be the portion selected for
redemption. Securities which have been converted or exchanged during a selection
of

                                      -70-

<PAGE>

Securities to be redeemed shall be treated by the Trustee as Outstanding for the
purpose of such selection.

     Section 11.4.  Notice of Redemption.
                    --------------------

     Notice of redemption shall be given in the manner provided in Section 1.6,
not less than 30 nor more than 60 days prior to the Redemption Date, unless a
shorter period is specified in the Securities to be redeemed, to the Holders of
Securities to be redeemed. Failure to give notice by mailing in the manner
herein provided to the Holder of any Registered Securities designated for
redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of
any other Securities or portion thereof.

     Any notice that is mailed to the Holder of any Registered Securities in the
manner herein provided shall be conclusively presumed to have been duly given,
whether or not such Holder receives the notice.

     All notices of redemption shall state:

     (1)  the Redemption Date,

     (2)  the Redemption Price,

     (3)  if less than all Outstanding Securities of any series are to be
redeemed, the identification (and, in the case of partial redemption, the
principal amount) of the particular Security or Securities to be redeemed,

     (4)  in case any Security is to be redeemed in part only, the notice which
relates to such Security shall state that on and after the Redemption Date, upon
surrender of such Security, the Holder of such Security will receive, without
charge, a new Security or Securities of authorized denominations for the
principal amount thereof remaining unredeemed,

     (5)  that, on the Redemption Date, the Redemption Price shall become due
and payable upon each such Security or portion thereof to be redeemed, in the
case of a Registered Security, together with any accrued interest and Additional
Amounts pertaining thereto, and that unless the Company shall default in the
payment of the Redemption Price and other amounts then due, interest thereon, if
applicable, shall cease to accrue on and after said date,


     (6)  the place or places where such Securities, together (in the case of
Bearer Securities) with all Coupons appertaining thereto, if any, maturing on or
after the Redemption Date, are to be surrendered for payment of the Redemption
Price and any accrued interest and Additional Amounts pertaining thereto,

     (7)  that the redemption is for a sinking fund, if such is the case,

                                      -71-

<PAGE>

     (8)  that, unless otherwise specified in such notice, Bearer Securities of
any series, if any, surrendered for redemption must be accompanied by all
Coupons maturing subsequent to the date fixed for redemption or the amount of
any such missing Coupon or Coupons will be deducted from the Redemption Price,
unless security or indemnity satisfactory to the Company, the Trustee and any
Paying Agent is furnished,

     (9)  if Bearer Securities of any series are to be redeemed and no
Registered Securities of such series are to be redeemed, and if such Bearer
Securities may be exchanged for Registered Securities not subject to redemption
on the Redemption Date pursuant to Section 3.5 or otherwise, the last date, as
determined by the Company, on which such exchanges may be made,

     (10) in the case of Securities of any series that are convertible into
Common Stock of the Company or exchangeable for other securities, the conversion
or exchange price or rate, the date or dates on which the right to convert or
exchange the principal of the Securities of such series to be redeemed will
commence or terminate and the place or places where such Securities may be
surrendered for conversion or exchange, and

     (11) the CUSIP number or the Euroclear or the Cedel reference numbers of
such Securities, if any (or any other numbers used by a Depository to identify
such Securities).

     A notice of redemption published as contemplated by Section 1.6 need not
identify particular Registered Securities to be redeemed.

     Notice of redemption of Securities shall be given by the Company or, at the
Company's request, by the Trustee in the name and at the expense of the Company.

     Section 11.5.  Deposit of Redemption Price.
                    ---------------------------

     On or prior to 10:00 a.m., New York City time, on any Redemption Date, the
Company shall deposit, with respect to the Securities of any series called for
redemption, with the Trustee or with a Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in
Section 10.3) an amount of money in the applicable Currency sufficient to pay
the Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date, unless otherwise specified pursuant to Section 3.1 or in the
Securities of such series) any accrued interest on and Additional Amounts with
respect thereto, all such Securities or portions thereof which are to be
redeemed on that date.


     Section 11.6.  Securities Payable on Redemption Date.
                    -------------------------------------

     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, become due and payable on the Redemption Date, at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and any accrued
interest or Additional Amounts) such Securities shall cease to bear interest and
the Coupons for such interest appertaining to any Bearer Securities so to be
redeemed, except to the extent provided below, shall be void. Upon surrender of
any such Security for redemption in accordance with said notice, together with
all Coupons, if any, appertaining thereto maturing after the Redemption Date,
such Security shall be paid by the Company at the Redemption Price, together
with any accrued interest and Additional Amounts to

                                      -72-

<PAGE>

the Redemption Date; provided, however, that, except as otherwise provided in or
pursuant to the related Series Authorization and the Coupons, installments of
interest on Bearer Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable only upon presentation and surrender of Coupons
for such interest (at an Office or Agency located outside the United States
except as otherwise provided in Section 10.2), and provided, further, that,
except as otherwise specified in or pursuant to the related Series
Authorization, installments of interest on Registered Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such at
the close of business on the Regular Record Dates therefor according to their
terms and the provisions of Section 3.7 and installments of interest on
Registered Securities for which the Redemption Date is after a Regular Record
Date and on or before the following Interest Payment Date shall be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the Regular Record Dates therefor
according to their terms and the provisions of Section 3.7.

     If any Bearer Security surrendered for redemption shall not be accompanied
by all appurtenant Coupons maturing after the Redemption Date, such Security may
be paid after deducting from the Redemption Price an amount equal to the face
amount of all such missing Coupons, or the surrender of such missing Coupon or
Coupons may be waived by the Company and the Trustee if there be furnished to
them such security or indemnity as they may require to save each of them and any
Paying Agent harmless. If thereafter the Holder of such Security shall surrender
to the Trustee or any Paying Agent any such missing Coupon in respect of which a
deduction shall have been made from the Redemption Price, such Holder shall be
entitled to receive the amount so deducted; provided, however, that any interest
or Additional Amounts represented by Coupons shall be payable only upon
presentation and surrender of those Coupons at an Office or Agency for such
Security located outside of the United States except as otherwise provided in
Section 10.2.

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

     Section 11.7.  Securities Redeemed in Part.
                    ---------------------------

     Any Registered Security which is to be redeemed only in part shall be
surrendered at any Office or Agency for such Security (with, if the Company or
the Trustee so requires, due endorsement by, or a written instrument of transfer
in form satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing) and the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Security without service charge, a new Registered Security or Securities of the
same series, containing identical terms and provisions, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Security so
surrendered. If a Security in global form is so surrendered, the Company shall
execute, and the Trustee shall authenticate and deliver to the U.S. Depository
or other Depository for such Security in global form as shall be specified in
the Company Order with respect thereto to the Trustee, without service charge, a
new Security in global form in a

                                      -73-

<PAGE>

denomination equal to and in exchange for the unredeemed portion of the
principal of the Security in global form so surrendered.

                                   Article 12

                                  SINKING FUNDS

     Section 12.1.  Applicability of Article.
                    ------------------------

     The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of a series, except as otherwise permitted or
required in or pursuant to this Indenture or the related Series Authorization.

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
                                                     ----------------------
payment," and any payment in excess of such minimum amount provided for by the
-------
terms of Securities of such series is herein referred to as an "optional sinking
                                                                ----------------
fund payment". If provided for by the terms of Securities of any series, the
------------
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 12.2. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series and this Indenture.

     Section 12.2.  Satisfaction of Sinking Fund Payments with Securities.
                    -----------------------------------------------------

     The Company may, in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of any series to be made pursuant to the
terms of such Securities (1) deliver Outstanding Securities of such series
(other than any of such Securities previously called for redemption or any of
such Securities in respect of which cash shall have been released to the
Company), together in the case of any Bearer Securities of such series with all
unmatured Coupons appertaining thereto, and (2) apply as a credit Securities of
such series which have been redeemed either at the election of the Company
pursuant to the terms of such series of Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, provided that such series of Securities have not been previously so
credited. Such Securities shall be received and credited for such purpose by the
Trustee at the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly. If, as a result of the delivery or credit
of Securities of any series in lieu of cash payments pursuant to this Section
12.2, the principal amount of Securities of such series to be redeemed in order
to satisfy the remaining sinking fund payment shall be less than $100,000, the
Trustee need not call Securities of such series for redemption, except upon
Company Request, and such cash payment shall be held by the Trustee or a Paying
Agent and applied to the next succeeding sinking fund payment, provided,
however, that the Trustee or such Paying Agent shall at the written request of
the Company from time to time pay over and deliver to the Company any cash
payment so being held by the Trustee or such Paying Agent upon delivery by the
Company to the Trustee of Securities of that series purchased by the Company
having an unpaid principal amount equal to the cash payment requested to be
released to the Company.

                                      -74-

<PAGE>

     Section 12.3.  Redemption of Securities for Sinking Fund.
                    -----------------------------------------

     Not less than 75 days prior to each sinking fund payment date for any
series of Securities, the Company shall deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting of
Securities of that series pursuant to Section 12.2, and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and
will also deliver to the Trustee any Securities to be so credited and not
theretofore delivered. If such Officers' Certificate shall specify an optional
amount to be added in cash to the next ensuing mandatory sinking fund payment,
the Company shall thereupon be obligated to pay the amount therein specified.
Not less than 60 days before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 11.3 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 11.4. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Section 11.6 and Section 11.7.

                                   Article 13

                       REPAYMENT AT THE OPTION OF HOLDERS

     Section 13.1.  Applicability of Article.
                    ------------------------

     Securities of any series which are repayable at the option of the Holders
thereof before their Stated Maturity shall be repaid in accordance with the
terms of the Securities of such series. The repayment of any principal amount of
Securities pursuant to such option of the Holder to require repayment of
Securities before their Stated Maturity, for purposes of Section 3.9, shall not
operate as a payment, redemption or satisfaction of the Indebtedness represented
by such Securities unless and until the Company, at its option, shall deliver or
surrender the same to the Trustee with a written directive that such Securities
be cancelled. Notwithstanding anything to the contrary contained in this Section
13.1, in connection with any repayment of Securities, the Company may arrange
for the purchase of any Securities by an agreement with one or more investment
bankers or other purchasers to purchase such Securities by paying to the Holders
of such Securities on or before the close of business on the repayment date an
amount not less than the repayment price payable by the Company on repayment of
such Securities, and the obligation of the Company to pay the repayment price of
such Securities shall be satisfied and discharged to the extent such payment is
so paid by such purchasers.

                                   Article 14

                        SECURITIES IN FOREIGN CURRENCIES

     Section 14.1.  Applicability of Article.
                    ------------------------

     Whenever this Indenture provides for (i) any action by, or the
determination of any of the rights of, Holders of Securities of any series in
which not all of such Securities are denominated

                                      -75-

<PAGE>

in the same Currency, or (ii) any distribution to Holders of Securities, in the
absence of any provision to the contrary in the form of Security of any
particular series or pursuant to this Indenture or the related Series
Authorization, any amount in respect of any Security denominated in a Currency
other than Dollars shall be treated for any such action or distribution as that
amount of Dollars that could be obtained for such amount on such reasonable
basis of exchange and as of the record date with respect to Registered
Securities of such series (if any) for such action, determination of rights or
distribution (or, if there shall be no applicable record date, such other date
reasonably proximate to the date of such action, determination of rights or
distribution) as the Company may specify in a written notice to the Trustee.

                                   Article 15

                        MEETINGS OF HOLDERS OF SECURITIES

     Section 15.1.  Purposes for Which Meetings May Be Called.
                    -----------------------------------------

     A meeting of Holders of Securities of any series may be called at any time
and from time to time pursuant to this Article to make, give or take any
request, demand, authorization, direction, notice, consent, waiver or other Act
provided by this Indenture to be made, given or taken by Holders of Securities
of such series.

     Section 15.2.  Call, Notice and Place of Meetings.
                    ----------------------------------

     (1)  The Trustee may at any time call a meeting of Holders of Securities of
any series for any purpose specified in Section 15.1, to be held at such time
and at such place in the Borough of Manhattan, The City of New York, or, if
Securities of such series have been issued in whole or in part as Bearer
Securities, in London or in such place outside the United States as the Trustee
shall determine. Notice of every meeting of Holders of Securities of any series,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be given, in the manner
provided in Section 1.6, not less than 21 nor more than 180 days prior to the
date fixed for the meeting.

     (2)  In case at any time the Company (by or pursuant to a Board Resolution)
or the Holders of at least 10% in principal amount of the Outstanding Securities
of any series shall have requested the Trustee to call a meeting of the Holders
of Securities of such series for any purpose specified in Section 15.1, by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have mailed notice of or made
the first publication of the notice of such meeting within 21 days after receipt
of such request (whichever shall be required pursuant to Section 1.6) or shall
not thereafter proceed to cause the meeting to be held as provided herein, then
the Company or the Holders of Securities of such series in the amount above
specified, as the case may be, may determine the time and the place in the
Borough of Manhattan, The City of New York, or, if Securities of such series are
to be issued as Bearer Securities, in London for such meeting and may call such
meeting for such purposes by giving notice thereof as provided in clause (1) of
this Section.

                                      -76-

<PAGE>

     Section 15.3.  Persons Entitled to Vote at Meetings.
                    ------------------------------------

     To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (1) a Holder of one or more Outstanding Securities of
such series, or (2) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more Outstanding Securities of such series by such
Holder or Holders. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its counsel.


     Section 15.4.  Quorum; Action.
                    --------------

     The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for any meeting of
Holders of Securities of such series. In the absence of a quorum within 30
minutes after the time appointed for any such meeting, the meeting shall, if
convened at the request of Holders of Securities of such series, be dissolved.
In any other case the meeting may be adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the adjournment of
such meeting. In the absence of a quorum at any reconvened meeting, such
reconvened meeting may be further adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the adjournment of
such reconvened meeting. Notice of the reconvening of any adjourned meeting
shall be given as provided in Section 15.2(1), except that such notice need be
given only once not less than five days prior to the date on which the meeting
is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting
shall state expressly the percentage, as provided above, of the principal amount
of the Outstanding Securities of such series which shall constitute a quorum.

     Except as limited by the proviso to Section 9.2, any resolution presented
to a meeting or adjourned meeting duly reconvened at which a quorum is present
as aforesaid may be adopted only by the affirmative vote of the Holders of a
majority in principal amount of the Outstanding Securities of that series;
provided, however, that, except as limited by the proviso to Section 9.2, any
resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other Act which this Indenture expressly provides may
be made, given or taken by the Holders of a specified percentage, which is less
than a majority, in principal amount of the Outstanding Securities of a series
may be adopted at a meeting or an adjourned meeting duly reconvened and at which
a quorum is present as aforesaid by the affirmative vote of the Holders of such
specified percentage in principal amount of the Outstanding Securities of such
series.

     Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such series and the Coupons
appertaining thereto, whether or not such Holders were present or represented at
the meeting.

     Section 15.5.  Determination of Voting Rights; Conduct and Adjournment of
                    ----------------------------------------------------------
Meetings.
--------

     (1)  Notwithstanding any other provisions of this Indenture, the Trustee
may make such reasonable regulations as it may deem advisable for any meeting of
Holders of Securities of such

                                      -77-

<PAGE>

series in regard to proof of the holding of Securities of such series and of the
appointment of proxies and in regard to the appointment and duties of inspectors
of votes, the submission and examination of proxies, certificates and other
evidence of the right to vote, and such other matters concerning the conduct of
the meeting as it shall deem appropriate. Except as otherwise permitted or
required by any such regulations, the holding of Securities shall be proved in
the manner specified in Section 1.4 and the appointment of any proxy shall be
proved in the manner specified in Section 1.4 or by having the signature of the
person executing the proxy witnessed or guaranteed by any trust company, bank or
banker authorized by Section 1.4 to certify to the holding of Bearer Securities.
Such regulations may provide that written instruments appointing proxies,
regular on their face, may be presumed valid and genuine without the proof
specified in Section 1.4 or other proof.

     (2)  The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Securities as provided in Section 15.2(1), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

     (3)  At any meeting, each Holder of a Security of such series or proxy
shall be entitled to one vote for each $1,000 principal amount of Securities of
such series held or represented by him; provided, however, that no vote shall be
cast or counted at any meeting in respect of any Security challenged as not
Outstanding and ruled by the chairman of the meeting to be not Outstanding. The
chairman of the meeting shall have no right to vote, except as a Holder of a
Security of such series or proxy.

     (4)  Any meeting of Holders of Securities of any series duly called
pursuant to Section 15.2 at which a quorum is present may be adjourned from time
to time by Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

     Section 15.6.  Counting Votes and Recording Action of Meetings.
                    -----------------------------------------------

     The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports of all votes cast at the meeting. A record of the proceedings of each
meeting of Holders of Securities of any series shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice was given as
provided in Section 15.2 and, if applicable, Section 15.4. Each copy shall be
signed and verified by the affidavits of the permanent chairman and secretary of
the

                                      -78-

<PAGE>

meeting and one such copy shall be delivered to the Company, and another to the
Trustee to be preserved by the Trustee, the latter to have attached thereto the
ballots voted at the meeting. Any record so signed and verified shall be
conclusive evidence of the matters therein stated.

                                   Article 16
                           SUBORDINATION OF SECURITIES

     Section 16.1.  Agreement to Subordinate.
                    ------------------------

     The Company covenants and agrees, and each Holder of Securities issued
hereunder and under any indenture supplemental hereto or pursuant to a Board
Resolution and Officers' Certificate ("Additional Provisions") by such Holder's
                                       ---------------------
acceptance thereof likewise covenants and agrees, that all Securities shall be
issued subject to the provisions of this Article 16; and each Holder of a
Security, whether upon original issue or upon transfer or assignment thereof,
accepts and agrees to be bound by such provisions.

     The payment by the Company of the principal of, any premium and interest on
and any Additional Amounts with respect to all Securities of each series issued
hereunder and under any Additional Provisions shall, to the extent and in the
manner hereinafter set forth and subject to the provisions of the relates Series
Authorization, be subordinate in right of payment to the prior payment in full
of all Indebtedness of the Company that constitutes Senior Indebtedness, whether
outstanding at the date of this Indenture or thereafter incurred.

     No provision of this Article 16 shall prevent the occurrence of any default
or Event of Default hereunder.

     All references in this Article 16 to Holders of Securities shall be deemed
to include Holders of Coupons.

     Section 16.2.  Default on Senior Indebtedness.
                    ------------------------------

     In the event and during the continuation of any default by the Company in
the payment of principal, premium, interest or any other amount due on any
Senior Indebtedness with respect to the Securities of any series, or in the
event that the maturity of any Senior Indebtedness with respect to the
Securities of any series has been accelerated because of a default, then, in
either case, no payment shall be made by the Company with respect to the
principal (including redemption and sinking fund payments) of, any premium or
interest on, or any Additional Amounts with respect to, the Securities of such
series or to acquire such Securities (other than pursuant to the conversion of
such Securities).

     In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee when such payment is prohibited by the preceding
paragraph of this Section 16.2, such payment shall be held in trust for the
benefit of, and shall be paid over or delivered to, the holders of such Senior
Indebtedness or their respective representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Senior Indebtedness may have
been issued, as their respective interests may appear, but only to the extent
that the holders of such Senior Indebtedness (or their representative or
representatives or a trustee) notify the Trustee in writing within 90 days of
such payment of the amounts then due and owing on such Senior

                                      -79-

<PAGE>

Indebtedness and only the amounts specified in such notice to the Trustee shall
be paid to the holders of such Senior Indebtedness.

     Section 16.3.  Liquidation; Dissolution; Bankruptcy.
                    ------------------------------------

     Upon any payment by the Company or distribution of assets of the Company of
any kind or character, whether in cash, property or securities, to creditors
upon any total or partial dissolution, winding-up, reorganization, assignment
for the benefit of creditors or marshaling of assets of the Company, whether
voluntary or involuntary, or in bankruptcy, insolvency, receivership or other
similar proceedings relating to the Company or its assets, all amounts due upon
all Senior Indebtedness with respect to the Securities of any series shall first
be paid in full, or payment thereof provided for in money in accordance with its
terms, before any payment is made by the Company on account of the principal of,
premium or interest on, or Additional Amounts with respect to, the Securities of
such series; and in any such case, any payment by the Company, or distribution
of assets of the Company of any kind or character, whether in cash, property or
securities, to which the Holders or the Trustee (on behalf of Holders with
respect to the principal of, premium or interest on or Additional Amounts with
respect to, the Securities of such Series) would be entitled to receive from the
Company, except for the provisions of this Article 16, shall be paid by the
Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or
other Person making such payment or distribution, or by the Holders or by the
Trustee under this Indenture if received by them or it, directly to the holders
of such Senior Indebtedness (pro rata to such holders having equal seniority on
the basis of the respective amounts of such Senior Indebtedness held by such
holders, as calculated by the Company) or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing such Senior Indebtedness may have been issued,
as their respective interests may appear, to the extent necessary to pay such
Senior Indebtedness in full, in money or money's worth, after giving effect to
any concurrent payment or distribution to or for the holders of such Senior
Indebtedness, before any payment or distribution is made to the Holders of the
Securities of such series or to the Trustee.

     In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing shall be received by the
Trustee before all such Senior Indebtedness is paid in full, or provision is
made for such payment in money in accordance with its terms, such payment or
distribution shall be held in trust for the benefit of and shall be paid over or
delivered 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 such Senior Indebtedness may have been issued,
as their respective interests may appear, as calculated by the Company, for
application to the payment of all such Senior Indebtedness remaining unpaid to
the extent necessary to pay such Senior Indebtedness in full in money in
accordance with its terms, after giving effect to any concurrent payment or
distribution to or for the benefit of the holders of such Senior Indebtedness.

     For purposes of this Article 16, 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 corporation provided for
by a plan of reorganization or readjustment, the payment of which is
subordinated at least to the extent provided in this Article 16 with

                                      -80-

<PAGE>

respect to the Securities of the relevant series to the payment of all Senior
Indebtedness with respect to the Securities of such series that may at the time
be outstanding, provided that (i) such Senior Indebtedness is assumed by the new
corporation, if any, resulting from any such reorganization or readjustment, and
(ii) the rights of the holders of such Senior Indebtedness are not, without the
consent of such holders, altered by such reorganization or readjustment. The
consolidation or amalgamation of the Company with, or the merger of the Company
into, another Person or the liquidation or dissolution of the Company following
the conveyance, transfer or lease of its property as an entirety, or
substantially as an entirety, to another Person upon the terms and conditions
provided for in Article 8 of this Indenture shall not be deemed a dissolution,
winding-up, liquidation or reorganization for the purposes of this Section 16.3
if such other Person shall, as a part of such consolidation, amalgamation,
merger, conveyance or transfer, comply with the conditions stated in Article 8
of this Indenture.

     Section 16.4. Subrogation.
                   -----------

     Subject to the payment in full of all Senior Indebtedness with respect to
the Securities of any series, the rights of the Holders of the Securities of
such series shall be subrogated to the rights of the holders of such Senior
Indebtedness to receive payments or distributions of cash, property or
securities of the Company applicable to such Senior Indebtedness until the
principal of, any premium and interest on, and any Additional Amounts with
respect to, the Securities of such series shall be paid in full; and, for the
purposes of such subrogation, no payments or distributions to the holders of
such Senior Indebtedness of any cash, property or securities to which the
Holders or the Trustee would be entitled except for the provisions of this
Article 16, and no payment over pursuant to the provisions of this Article 16 to
or for the benefit of the holders of such Senior Indebtedness by Holders of the
Securities of such series or the Trustee, shall, as between the Company, its
creditors other than holders of such Senior Indebtedness, and the Holders of the
Securities of such series, be deemed to be a payment by the Company to or on
account of such Senior Indebtedness. It is understood that the provisions of
this Article 16 are and are intended solely for the purposes of defining the
relative rights of the Holders of the Securities of each series, on the one
hand, and the holders of the Senior Indebtedness with respect to the Securities
of such series on the other hand.

     Nothing contained in this Article 16 or elsewhere in this Indenture, any
Additional Provisions or in the Securities of any series is intended to or shall
impair, as between the Company, its creditors other than the holders of Senior
Indebtedness with respect to the Securities of such series, and the Holders of
the Securities of such series, the obligation of the Company, which is absolute
and unconditional, to pay to the Holders of the Securities of such series the
principal of, any premium and interest on, and any Additional Amounts with
respect to, the Securities of such series 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 of the Securities of such series and
creditors of the Company, other than the holders of such Senior Indebtedness,
nor shall anything herein or therein prevent the Trustee or the Holder of any
Security of such series from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article 16 of the holders of such Senior Indebtedness in respect of
cash, property or securities of the Company, as the case may be, received upon
the exercise of any such remedy.

                                      -81-

<PAGE>

     Upon any payment or distribution of assets of the Company referred to in
this Article 16, the Trustee, subject to the provisions of Article 6 of this
Indenture, and the Holders shall be entitled to conclusively rely upon any order
or decree made by any court of competent jurisdiction in which such dissolution,
winding-up, liquidation or reorganization proceedings are pending, or a
certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent
or other Person making such payment or distribution, delivered to the Trustee or
to the Holders of the Securities of any series, for the purposes of ascertaining
the Persons entitled to participate in such distribution, the holders of Senior
Indebtedness with respect to the Securities of such series and other
indebtedness of the Company, as the case may be, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article 16.

     Section 16.5. Trustee to Effectuate Subordination.
                   -----------------------------------

     Each Holder of Securities by such Holder's acceptance thereof authorizes
and directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in this
Article 16 and appoints the Trustee such Holder's attorney-in-fact for any and
all such purposes.

     Section 16.6. Notice by the Company.
                   ---------------------

     The Company shall give prompt written notice to a Responsible Officer of
the Trustee of any fact known to the Company that would prohibit the making of
any payment of monies to or by the Trustee in respect of the Securities of any
series pursuant to the provisions of this Article 16. Notwithstanding the
provisions of this Article 16 or any other provision of this Indenture or any
Additional Provisions, the Trustee shall not be charged with knowledge of the
existence of any facts that would prohibit the making of any payment of monies
to or by the Trustee in respect of the Securities of any series pursuant to the
provisions of this Article 16, unless and until a Responsible Officer of the
Trustee shall have received written notice thereof from the Company or a holder
or holders of Senior Indebtedness with respect to the Securities of such series
or from any trustee therefor; and before the receipt of any such written notice,
the Trustee, subject to the provisions of of this Indenture, shall be entitled
in all respects to assume that no such facts exist; provided, however, that if
the Trustee shall not have received the notice provided for in this Section 16.6
at least two Business Days prior to the date upon which by the terms hereof any
money may become payable for any purpose (including, without limitation, the
payment of the principal of, any premium or interest on, or any Additional
Amounts with respect to, any Security of such series), then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power and
authority to receive such money and to apply the same to the purposes 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 such date.

     The Trustee, subject to the provisions of Article 6 of this Indenture,
shall be entitled to conclusively rely on the delivery to it of a written notice
by a Person representing himself to be a holder of Senior Indebtedness with
respect to the Securities of any series (or a trustee on behalf of such holder),
to establish that such notice has been given by a holder of such Senior
Indebtedness or a trustee on behalf of any such holder or holders. In the event
that the Trustee determines in good faith that further evidence is required with
respect to the right of any Person

                                      -82-

<PAGE>

as a holder of such Senior Indebtedness to participate in any payment or
distribution pursuant to this Article 16, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of such 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 this Article 16, and, if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

     Upon any payment or distribution of assets of the Company referred to in
this Article 16, the Trustee and the Holders shall be entitled to conclusively
rely upon any order or decree entered by any court of competent jurisdiction in
which such insolvency, bankruptcy, receivership, liquidation, reorganization,
dissolution, winding-up or similar case or proceeding is pending, or a
certificate of the trustee in bankruptcy, liquidating trustee, custodian,
receiver, assignee for the benefit of creditors, agent or other Person making
such payment or distribution, delivered to the Trustee or to the Holders of the
Securities of any series, for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of Senior
Indebtedness with respect to the Securities of such series 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 this Article 16.

     Section 16.7. Rights of the Trustee; Holders of Senior Indebtedness.
                   -----------------------------------------------------

     The Trustee in its individual capacity shall be entitled to all the rights
set forth in this Article 16 in respect of any Senior Indebtedness with respect
to the Securities of any series at any time held by it, to the same extent as
any other holder of such Senior Indebtedness, and nothing in this Indenture or
any Additional Provisions shall deprive the Trustee of any of its rights as such
holder.

     With respect to the holders of Senior Indebtedness with respect to the
Securities of any series, the Trustee undertakes to perform or to observe only
such of its covenants and obligations as are specifically set forth in this
Article 16, and no implied covenants or obligations with respect to the holders
of such Senior Indebtedness shall be read into this Indenture or any Additional
Provisions against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of such Senior Indebtedness and, subject to the
provisions of Article 6 of this Indenture, the Trustee shall not be liable to
any holder of such Senior Indebtedness if it shall pay over or deliver to
Holders of the Securities of such series, the Company or any other Person money
or assets to which any holder of such Senior Indebtedness shall be entitled by
virtue of this Article 16 or otherwise.

     Nothing in this Article 16 shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 6.6.

     Section 16.8. Subordination May Not Be Impaired.
                   ---------------------------------

     No right of any present or future holder of any Senior Indebtedness to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company,
or by any act or failure to act, in good faith, by

                                      -83-

<PAGE>

any such holder, or by any noncompliance by the Company with the terms,
provisions and covenants of this Indenture, regardless of any knowledge thereof
that any such holder may have or otherwise be charged with.

     Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Indebtedness with respect to the Securities of any series may,
at any time and from time to time, without the consent of or notice to the
Trustee or the Holders of Securities of such series, without incurring
responsibility to such Holders and without impairing or releasing the
subordination provided in this Article 16 or the obligations hereunder of the
Holders of the Securities of such series to the holders of such Senior
Indebtedness, do any one or more of the following: (i) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, such
Senior Indebtedness, or otherwise amend or supplement in any manner such Senior
Indebtedness or any instrument evidencing the same or any agreement under which
such Senior Indebtedness is outstanding; (ii) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing such
Senior Indebtedness; (iii) release any Person liable in any manner for the
collection of such Senior Indebtedness; and (iv) exercise or refrain from
exercising any rights against the Company and any other Person.

     Section 16.9. Application by Trustee of Assets Deposited with It.
                   --------------------------------------------------

          Amounts deposited in trust with the Trustee pursuant to and in
accordance with this Indenture, including without limitation pursuant to Article
4 hereof, shall be for the sole benefit of the Holders of the Securities and, to
the extent allocated for the payment of Securities, shall not be subject to the
subordination provisions of this Article 16. Otherwise, any deposit of assets
with the Trustee or any Paying Agent (whether or not in trust) for the payment
of any Securities shall be subject to the provisions of Sections 16.1, 16.2, and
16.3; provided that, if prior to two Business Days preceding the date on which
by the terms of this Indenture any such assets may become distributable for any
purpose (including, without limitation, the payment of any amount due on any
Security) the Trustee or such Paying Agent shall not have received with respect
to such assets the written notice provided for in Section 16.6, then the Trustee
or such Paying Agent shall have full power and authority to receive such assets
and to apply the same to the purpose for which they were received, and shall not
be affected by any notice to the contrary which may be received by it on or
after such date.

           [The remainder of this page is intentionally left blank.]

                                      -84-

<PAGE>

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

                                               PARTNERRE LTD.



                                               By:______________________________
                                                  Name:
                                                  Title:

                                               JPMORGAN CHASE BANK, as Trustee



                                               By:______________________________
                                                  Name:
                                                  Title:

                                      -85-