<PAGE>

                                                                    EXHIBIT 99.1

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


                               MUTUAL GROUP LTD.
                                    Issuer


                          MUTUAL RISK MANAGEMENT LTD.
                                   Guarantor



                                       TO

                           THE CHASE MANHATTAN BANK
                                  as Trustee


                                ______________


                               Senior Indenture

                        Dated as of September 21, 2000

                                ______________


         =============================================================
<PAGE>

                               TABLE OF CONTENTS

                                  ----------

                                                                            Page
                                                                            ----



                            Recitals of the Company


                                   ARTICLE I

                        Definitions and Other Provisions
                             of General Application

<TABLE>
<S>                                                                          <C>
Section 1.1.  Definitions .................................................   1
Section 1.2.  Compliance Certificates and Opinions ........................   9
Section 1.3.  Forms of Documents Delivered to Trustee .....................  10
Section 1.4.  Acts of Holders; Record Dates ...............................  10
Section 1.5.  Notices, Etc., to Trustee, Company and Guarantor ............  12
Section 1.6.  Notice to Holders; Waiver ...................................  13
Section 1.7.  Conflict with Trust Indenture Act ...........................  13
Section 1.8.  Effect of Headings and Table of Contents ....................  13
Section 1.9.  Successors and Assigns ......................................  14
Section 1.10. Separability Clause .........................................  14
Section 1.11. Benefits of Indenture .......................................  14
Section 1.12. Governing Law ...............................................  14
Section 1.13. Non-Business Days ...........................................  14
Section 1.14. Indenture and Securities Solely Corporate Obligations .......  14
Section 1.15. Submission to Jurisdiction ..................................  15

                                   ARTICLE II

                                 Security Forms

Section 2.1. Forms Generally ..............................................  16
Section 2.2. Form of Face of Security .....................................  16
Section 2.3. Form of Reverse of Security ..................................  18
Section 2.4. Additional Provisions Required in Global Security ............  21
Section 2.5. Additional Provisions Required in Guaranteed Security ........  21
Section 2.6. Form of Trustee's Certificate of Authentication ..............  21
</TABLE>

--------------
   NOTE: This table of contents shall not, for any purpose, be deemed to be a
part of the Indenture.
<PAGE>

                                  ARTICLE III

                                The Securities

<TABLE>
<S>                                                                          <C>
Section 3.1.  Title and Terms .............................................. 22
Section 3.2.  Denominations ................................................ 24
Section 3.3.  Execution, Authentication, Delivery and Dating ............... 25
Section 3.4.  Temporary Securities ......................................... 26
Section 3.5.  Global Securities ............................................ 27
Section 3.6.  Registration, Transfer and Exchange .......................... 28
Section 3.8.  Payment of Interest; Interest Rights Preserved ............... 31
Section 3.9.  Persons Deemed Owners ........................................ 32
Section 3.10. Cancellation ................................................. 33
Section 3.11. Computation of Interest ...................................... 33
Section 3.12. Shortening and Extending Stated Maturity ..................... 33
Section 3.13. CUSIP Numbers ................................................ 34

                                  ARTICLE IV

                          Satisfaction and Discharge

Section 4.1.  Satisfaction and Discharge of Indenture ...................... 34
Section 4.2.  Application of Trust Money ................................... 36

                                   ARTICLE V

                                   Remedies

Section 5.1.  Events of Default ............................................ 36
Section 5.2.  Acceleration of Maturity; Rescission and Annulment ........... 39
Section 5.3.  Collection of Indebtedness and Suits for Enforcement by
                Trustee .................................................... 40
Section 5.4.  Trustee May File Proofs of Claim ............................. 41
Section 5.5.  Trustee May Enforce Claims Without Possession of Securities .. 42
Section 5.6.  Application of Money Collected ............................... 42
Section 5.7.  Limitation on Suits .......................................... 43
Section 5.8.  Unconditional Right of Holders to Receive Principal,
                Premium and Interest ....................................... 43
Section 5.9.  Restoration of Rights and Remedies ........................... 44
Section 5.10. Rights and Remedies Cumulative ............................... 44
Section 5.11. Delay or Omission Not Waiver ................................. 44
Section 5.12. Control by Holders ........................................... 44
Section 5.13. Waiver of Past Defaults ...................................... 45
Section 5.14. Undertaking for Costs ........................................ 45
Section 5.15. Waiver of Usury, Stay or Extension Laws ...................... 46
</TABLE>
<PAGE>

                                  ARTICLE VI

                                  The Trustee

<TABLE>
<S>                                                                          <C>
Section 6.1.  Certain Duties and Responsibilities .........................  46
Section 6.2.  Notice of Defaults ..........................................  47
Section 6.3.  Certain Rights of Trustee ...................................  47
Section 6.4.  Not Responsible for Recitals or Issuance of Securities ......  49
Section 6.5.  May Hold Securities .........................................  49
Section 6.6.  Money Held in Trust .........................................  49
Section 6.7.  Compensation and Reimbursement ..............................  49
Section 6.8.  Conflicting Interests .......................................  50
Section 6.9.  Corporate Trustee Required; Eligibility .....................  51
Section 6.10. Resignation and Removal; Appointment of Successor ...........  51
Section 6.11. Acceptance of Appointment by Successor ......................  52
Section 6.12. Merger, Conversion, Consolidation or Succession
                to Business ...............................................  54
Section 6.13. Preferential Collection of Claims Against Company
                or Guarantor ..............................................  54
Section 6.14. Appointment of Authenticating Agent .........................  54


                                  ARTICLE VII

               Holder's Lists and Reports by Trustee and Company

Section 7.1.  Company to Furnish Trustee Names and Addresses of
                Holders ...................................................  56
Section 7.2.  Preservation of Information; Communications to Holders ......  57
Section 7.3.  Reports by Trustee ..........................................  57
Section 7.4.  Reports by Company ..........................................  57

                                 ARTICLE VIII

             Consolidation, Merger, Conveyance , Transfer or Lease

Section 8.1.  Company May Consolidate, Etc., Only on Certain Terms ........  58
Section 8.2.  Successor Substituted .......................................  59
Section 8.3.  Guarantor May Consolidate, Etc., Only on Certain Terms ......  59
Section 8.4.  Successor Substituted .......................................  60


                                  ARTICLE IX

                            Supplemental Indentures

Section 9.1.  Supplemental Indentures Without Consent of Holders...........  61
Section 9.2.  Supplemental Indentures With Consent of Holders .............  62
</TABLE>
<PAGE>

<TABLE>
<S>                                                                          <C>
Section 9.3.   Execution of Supplemental Indentures........................   64
Section 9.4.   Effect of Supplemental Indentures...........................   64
Section 9.5.   Conformity with Trust Indenture Act.........................   64
Section 9.6.   Reference in Securities to Supplemental Indentures..........   64

                                   ARTICLE X

                                   Covenants

Section 10.1.  Payment of Principal, Premium and Interest..................   65
Section 10.2.  Maintenance of Office or Agency.............................   65
Section 10.3.  Money for Security Payments to be Held in Trust.............   66
Section 10.4.  Statement by Officers as to Compliance......................   67
Section 10.5.  Statement by Guarantor's Officers as to Compliance..........   68
Section 10.6.  Existence...................................................   68
Section 10.7.  Payment of Taxes and Other Claims...........................   68
Section 10.8.  Limitation on Liens on Stock of Significant Subsidiaries....   69
Section 10.9.  Limitation on Disposition of Stock of Significant
                 Subsidiaries..............................................   69
Section 10.10. Original Issue Discount.....................................   70
Section 10.11. Waiver of Certain Covenants.................................   70

                                  ARTICLE XI

                           Redemption of Securities

Section 11.1.  Applicability of Article....................................   70
Section 11.2.  Election to Redeem; Notice to Trustee.......................   70
Section 11.3.  Selection of Securities to be Redeemed......................   71
Section 11.4.  Notice of Redemption........................................   72
Section 11.5.  Deposit of Redemption Price.................................   73
Section 11.6.  Payment of Securities Called for Redemption.................   73
Section 11.7.  Securities Redeemed in Part.................................   74

                                  ARTICLE XII

                                 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
</TABLE>
<PAGE>

                                 ARTICLE XIII

                      Defeasance and Covenant Defeasance

<TABLE>
<S>                                                                          <C>
Section 13.1. Company's Option to Effect Defeasance or Covenant Defeasance..  77
Section 13.2. Defeasance and Discharge......................................  77
Section 13.3. Covenant Defeasance...........................................  78
Section 13.4. Conditions to Defeasance or Covenant Defeasance...............  78
Section 13.5. Deposited Money and Government Obligations to Be
                Held in Trust; Miscellaneous Provisions.....................  80
Section 13.6. Reinstatement.................................................  81
Section 13.7. Qualifying Trustee............................................  81

                                  ARTICLE XIV

                            Guarantee and Indemnity

Section 14.1. Applicability of Article......................................  82
Section 14.2. The Guarantee.................................................  82
Section 14.3. Net Payments..................................................  82
Section 14.4  Guarantee Unconditional, etc..................................  85
Section 14.5. Execution of Guarantee........................................  86
Section 14.6. Form of Guarantee.............................................  87
Section 14.7. Subrogation...................................................  88
Section 14.8. Indemnity.....................................................  89
</TABLE>
<PAGE>

                             ____________________

   Certain Sections of this Indenture relating to Sections 310 through 318,
                inclusive, of the Trust Indenture Act of 1939:

<TABLE>
<CAPTION>
Trust Indenture
  Act Section                                                         Indenture Section
<S>                                                                   <C>
(S) 310(a)(1)    .................................................    6.9
       (a)(2)    .................................................    6.9
       (a)(3)    .................................................    Not Applicable
       (a)(4)    .................................................    Not Applicable
       (b)       .................................................    6.8
                                                                      6.10
(S) 311(a)       .................................................    6.13
       (b)       .................................................    6.13
(S) 312(a)       .................................................    7.1
                                                                      7.2
       (b)       .................................................    7.2
       (c)       .................................................    7.2
(S) 313(a)       .................................................    7.3
       (b)       .................................................    7.3
       (c)       .................................................    7.3
       (d)       .................................................    7.3
(S) 314(a)       .................................................    7.4
       (a)(4)    .................................................    1.2
                                                                      10.5
       (b)       .................................................    Not Applicable
       (c)(1)    .................................................    1.2
       (c)(2)    .................................................    1.2
       (c)(3)    .................................................    Not Applicable
       (d)       .................................................    Not Applicable
       (e)       .................................................    1.2
(S) 315(a)       .................................................    6.1
       (b)       .................................................    6.2
       (c)       .................................................    6.1
       (d)       .................................................    6.1
       (e)       .................................................    5.14
(S) 316(a)       .................................................    5.12
       (a)(1)(A) .................................................    5.2
                                                                      5.12
       (a)(1)(B) .................................................    5.13
       (a)(2)    .................................................    Not Applicable
       (b)       .................................................    5.8
       (c)       .................................................    1.4
(S) 317(a)(1)    .................................................    5.3
       (a)(2)    .................................................    5.4
       (b)       .................................................    10.3
(S) 318(a)       .................................................    10.7
</TABLE>

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

     SENIOR INDENTURE, dated as of September 21, 2000, among MUTUAL GROUP LTD.,
a corporation duly organized and existing under the laws of the State of
Delaware (the "Company"), having its principal office at One Logan Square, Suite
1500, Philadelphia, Pennsylvania 19103, MUTUAL RISK MANAGEMENT LTD., a
corporation duly organized and existing under the laws of Bermuda (herein called
the "Guarantor"), having its principal office at 44 Church Street, Hamilton HM12
Bermuda, and THE CHASE MANHATTAN BANK, a New York banking corporation, as
Trustee (herein called the "Trustee").

                            RECITALS OF THE COMPANY

     WHEREAS, the Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its senior
debentures, notes or other evidences of indebtedness (herein 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;

     WHEREAS, all things necessary to make this Indenture a valid agreement of
the Company, in accordance with its terms, have been done;

     WHEREAS, for value received, the Guarantor has duly authorized the
execution and delivery of this Indenture to provide for the issuance of the
Guarantee and the indemnity provided for herein;

     WHEREAS, all things necessary to make this Indenture a valid agreement of
the Guarantor, in accordance with its terms, have been done; and

     WHEREAS, 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 thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities or of any series thereof,
as follows:

                                   ARTICLE I

                       DEFINITIONS AND OTHER PROVISIONS

                            OF GENERAL APPLICATION

SECTION 1.1. Definitions.

     For all purposes of this Indenture, except as otherwise expressly provided
or unless the context otherwise requires:
<PAGE>

          (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 that are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

          (3) the words "include," "includes" and "including" shall be deemed to
be followed by the phrase "without limitation";

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

          (5) unless the context otherwise requires, any reference to an
"Article" or a "Section" refers to an Article or a Section, as the case may be,
of this Indenture;

          (6) whenever the context may require, any gender shall be deemed to
include the others;

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

          (8) 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 ").

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

     "Additional Amounts" has the meaning specified in Section 14.3.

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

     "Agent Member" means any member of, or participant in, the Depositary.

     "Applicable Procedures" means, with respect to any transfer or transaction
involving a Global Security or beneficial interest the rein, the rules and
procedures of the Depositary for such Security, in each case to the extent
applicable to such transaction and as in effect from time to time.

     "Authenticating Agent" means any Person authorized by the Trustee pursuant
to Section 6.14 to act on behalf of the Trustee to authenticate Securities of
one or more series.

                                      -2-
<PAGE>

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

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

     "Business Day" means any day other than (i) a Saturday or Sunday, (ii) a
day on which banking institutions in The City of New York are authorized or
required by law or executive order to remain closed or (iii) a day on which the
Corporate Trust Office of the Trustee is closed for business.

     "Calculation Agent," with respect to Securities of any series that bear
interest determined by reference to a Floating Rate Index, means the Person
designated as Calculation Agent by the Company pursuant to Section 3.1 with
respect to such series.

     "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Exchange Act, or, if at any time after the
execution of this instrument 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.

     "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.

     "Company Request" and "Company Order" mean, respectively, a written request
or order signed in the name of the Company by its Chairman of the Board of
Directors, its Vice Chairman of the Board of Directors, its President or a Vice
President, and by its Treasurer, an Assistant Treasurer, its Secretary or an
Assistant Secretary, and delivered to the Trustee.

     "Corporate Trust Office" means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered,
which office at the date of execution of this Indenture is located at 450 West
33rd Street, New York, New York 10001, Attention: Capital Markets Fiduciary
Services.

     "Covenant Defeasance" has the meaning specified in Section 13.3.

     "Debt" means, with respect to any Person, whether recourse is to all or a
portion of the assets of such Person and whether or not contingent and without
duplication, (i) every obligation of such Person for money borrowed; (ii) every
obligation of such Person evidenced by bonds, debentures, notes or other similar
instruments, including obligations incurred in connection with the acquisition
of property, assets or businesses; (iii) every reimbursement obligation of such
Person with respect to letters of credit, bankers' acceptances or similar
facilities issued for the account of such Person; (iv) every obligation of such
Person issued or assumed as the deferred purchase price of property or services
(but excluding trade accounts payable); (v) every capital lease obligation of
such Person; (vi) every obligation of such Person pursuant to derivative
products, including interest rate, foreign exchange rate and commodity forward
contracts, options and swaps and similar arrangements; (vii) every obligation of
the type referred to in clauses (i) through (vi) of

                                      -3-
<PAGE>

another Person and all dividends of another Person the payment of which, in
either case, such Person has guaranteed or is responsible or liable for,
directly or indirectly, as obligor or otherwise; and (viii) any renewals,
extensions, refundings, amendments or modifications of any obligation of the
type referred to in clauses (i) through (vii).

     "Defaulted Interest" has the meaning specified in Section 3.8.

     "Defeasance" has the meaning specified in Section 13.2.

     "Depositary" means, with respect to Securities of any series issued or
issuable in whole or in part in the form of one or more Global Securities, an
organization registered as a clearing agency under the Exchange Act that is
designated as Depositary for such Securities as contemplated by Section 3.1 with
respect to such Securities.

     "Discount Security" means any Security that provides for an amount less
than the principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.2.

     "Dollar" or "$" means the currency of the United States of America that, as
at the time of payment, is legal tender for the payment of public and private
debts .

     "Event of Default," unless otherwise specified with respect to a series of
Securities as contemplated by Section 3.1, has the meaning specified in Section
5.1.

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

     "Expiration Date" has the meaning specified in Section 1.4(g).

     "Floating Rate Index" means, with respect to Securities of any series that
bear a floating interest rate, the index specified as the Floating Rate Index by
the Company pursuant to Section 3.1 with respect to such series.

     "Global Security" means a Security that evidences all or part of the
Securities of any series and that bears the legend set forth in Section 2.4 (or
such legend as may be specified as contemplated by Section 3.1) issued to the
Depositary or its nominee for such series and registered in the name of such
Depositary or its nominee.

     "Government Obligation" means (a) any security which is (i) a direct
obligation of the United States of America or the government that issued the
foreign currency in which such Securities are or may be payable for the payment
of which the full faith and credit of the United States of America or such
foreign government is pledged or (ii) an obligation of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America or such foreign government the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of America
or such foreign government, which, in either case (i) or (ii), is not callable
or redeemable at the option of the issuer thereof, and (b) any depositary
receipt issued by a bank (as defined in

                                      -4-
<PAGE>

Section 3(a)(2) of the Securities Act) as custodian with respect to any
Government Obligation which is specified in clause (a) above and held by such
bank for the account of the holder of such depositary receipt, or with respect
to any specific payment of principal of or interest on any Government Obligation
which is so specified and held, 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 depositary receipt from any amount received by the custodian in
respect of the Government Obligation or the specific payment of principal or
interest evidenced by such depositary receipt.

     "Guarantee" means the unconditional guarantee of the payment of the
principal of, any premium or interest on and all other amounts due on, or in
respect of, the Securities and of the obligations of the Company under this
Indenture and the Securities by the Guarantor, as more fully set forth in
Article XIV.

     "Guaranteed Security" means a Security authenticated and delivered pursuant
to this Indenture with a Guarantee endorsed on such Security, which Guarantee is
substantially in the form described in Section 14.6 (except as otherwise
permitted by Section 2.5) and executed pursuant to the provisions of Article
XIV.

     "Guarantor" means the Person named as the "Guarantor" 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
"Guarantor" shall mean such successor Person.

     "Guarantor's Board of Directors" means the board of directors of the
Guarantor or any duly authorized committee of that board.

     "Guarantor Board Resolution" means a copy of a resolution, certified by the
Secretary or an Assistant Secretary of the Guarantor to have been duly adopted
by the Guarantor's Board of Directors and to be in full force and effect on the
date of such certification, and delivered to the Trustee.

     "Guarantor's Officers' Certificate" means a certificate signed by the
Chairman of the Guarantor's Board of Directors, a Vice Chairman of the
Guarantor's Board of Directors, the President or a Vice President, and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of
the Guarantor and delivered to the Trustee.

     "Guarantor Request" and "Guarantor Order" mean, respectively, a written
request or order signed in the name of the Guarantor by its Chairman of the
Board of Directors, its Vice Chairman of the Board of Directors, its President
or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary
or an Assistant Secretary, and delivered to the Trustee.

     "Holder" means a Person in whose name a Security is registered in the
Securities Register.

     "Indenture" means this instrument as originally executed and as it may from
time to time be amended or supplemented by one or more amendments or indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for

                                      -5-
<PAGE>

all purposes of this instrument and any such amendment or supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such amendment or supplemental
indenture, respectively. The term "Indenture" shall also include the terms of
particular series of Securities established as contemplated by Section 3.1.

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

     "Investment Company Act" means the Investment Company Act of 1940 or any
successor statute thereto, in each case as amended from time to time.

     "Lien" means any mortgage, pledge, security interest, encumbrance, lien or
charge of any kind.

     "Maturity" means, when used with respect to any Security, the date on which
the principal of such Security or any installment of principal becomes due and
payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

     "Notice of Default" means a written notice of the kind specified in Section
5.1(d) or 5.1(e).

     "Officers' Certificate" means a certificate signed by the Chairman of the
Board, a Vice Chairman of the Board, the President or a Vice President, and by
the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary,
of the Company, and delivered to the Trustee.

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for or an employee of the Company or any Affiliate of the Company.

     "Original Issue Date" means the date of issuance specified as such in each
Security.

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

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

          (ii) Securities for whose payment or redemption money in the necessary
     amount has been theretofore deposited with the Trustee or any Paying Agent
     (other than the Company or the Guarantor) in trust or set aside and
     segregated in trust by the Company (if the Company shall act as its own
     Paying Agent or the Guarantor shall act as Paying Agent) for the Holders of
     such Securities; 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;

                                      -6-
<PAGE>

          (iii) Securities as to which Defeasance has been effected pursuant to
     Section 13.2;

          (iv)  Securities which have been paid pursuant to Section 3.7 or in
     exchange for or in lieu of which other Securities have been authenticated
     and delivered pursuant to the provisions of this Indenture, unless proof
     satisfactory to the Trustee is presented that any such Securities are held
     by a bona fide purchaser in whose hands such Securities are valid, binding
     and legal obligations of the Company; and

          (v)   Securities converted or exchanged into other securities of the
     Company if the terms of such Securities provide for conversion or exchange
     pursuant to Section 3.1;

provided, 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, Securities owned by the Company,
the Guarantor or any other obligor upon the Securities or any Affiliate of the
Company, the Guarantor or such other obligor shall be disregarded and deemed not
to be Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Securities that a Responsible Officer of the
Trustee actually knows to be so owned shall be so disregarded. Securities so
owned that have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee's right so to
act with respect to such Securities and that the pledgee is not the Company, the
Guarantor or any other obligor upon the Securities or any Affiliate of the
Company, the Guarantor or such other obligor. Upon the written request of the
Trustee, the Company shall furnish to the Trustee promptly an Officers'
Certificate listing and identifying all Securities, if any, known by the Company
to be owned or held by or for the account of the Company or any other obligor on
the Securities or any Affiliate of the Company or such obligor, and subject to
the provisions of Section 6.1, the Trustee shall be entitled to accept such
Officers' Certificate as conclusive evidence of the facts therein set forth and
of the fact that all Securities not listed therein are Outstanding for the
purpose of any such determination.

     "Paying Agent" means any Person authorized by the Company to pay the
principal of, any premium or interest on or other amounts with respect to any
Securities on behalf of the Company and any Person authorized by the Guarantor
to pay amounts due with respect to the Guarantee on behalf of the Guarantor.

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

     "Place of Payment" means, with respect to the Securities of any series, the
place or places where the principal of, any premium and interest on or any
Additional Amounts with respect to the Securities of that series are payable as
specified pursuant to Section 3.1.

                                      -7-
<PAGE>

     "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security. For the purposes of this definition, any Security
authenticated and delivered under Section 3.7 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated , destroyed, lost or stolen Security.

     "Redemption Date," when used with respect to any Security to be redeemed,
means the date fixed for such redemption by or pursuant to this Indenture.

     "Redemption Price," when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed fixed by or pursuant to this
Indenture.

     "Regular Record Date" for the interest payable on any Interest Payment Date
with respect to the Securities of a series means, unless otherwise provided
pursuant to Section 3.1 with respect to Securities of such series, the date that
is fifteen days next preceding such Interest Payment Date (whether or not a
Business Day).

     "Responsible Officer," when used with respect to the Trustee, means the
chairman or any vice-chairman of the board of directors, the chairman or any
vice-chairman of the executive committee of the board of directors, the chairman
of the trust committee, the president, any vice president, the secretary, any
assistant secretary, the treasurer, any assistant treasurer, the cashier, any
senior trust officer, any assistant cashier, any trust officer or assistant
trust officer, the controller or any assistant controller or any other officer
of the Trustee customarily performing functions similar to those performed by
any of the above designated officers and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of and familiarity with the particular
subject.

     "Securities" or "Security" means any debt securities or debt security, as
the case may be, authenticated and delivered under this Indenture.

     "Securities Act" means the Securities Act of 1933 and any statute successor
thereto, in each case as amended from time to time.

     "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 3.6.

     "Significant Subsidiary" means, in respect of any Person, a Subsidiary of
such Person that constitutes a "significant subsidiary" of such Person as such
term is defined in Rule 1-02(w) of Regulation S-X.

     "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.8.

     "Stated Maturity," when used with respect to any Security or any
installment of principal thereof or interest thereon, or any Additional Amounts
with respect thereto, means the date specified in such Security 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

                                      -8-
<PAGE>

payable, as such date may, in the case of the Stated Maturity of the principal
on any Secu rity, be shortened or extended as provided in such Security and this
Indenture.

     "Subsidiary" means, in respect of any Person, a Person more than 50% of the
outstanding voting stock of which is owned, directly or indirectly, by such
Person or by one or more other Subsidiaries, or by such Person and one or more
other Subsidiaries. For the purposes of this definition, "voting stock" means
stock that ordinarily has voting power for the election of directors, whether at
all times or only so long as no senior class of stock has such voting power by
reason of any contingency.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended and
as in effect on the date of this Indenture; provided , that in the event the
Trust Indenture Act of 1939 is amended after such date, "Trust Indenture Act"
means, to the extent required by any such amendment, the Trust Indenture Act of
1939 as so amended.

     "Trustee" means the Person named as the "Trustee" in the first paragraph of
this instrument, solely in its capacity as such and not in its individual
capacity, until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean or
include each Person who is then a Trustee hereunder, and if at any time there is
more than one such Person, "Trustee" as used with respect to the Securities of
any series shall mean the Trustee with respect to Securities of that series.

SECTION 1.2. Compliance Certificates and Opinions.

     (a) Upon any application or request by the Company or the Guarantor to the
Trustee to take any action under any provision of th is Indenture, the Company
or the Guarantor, as the case may be, shall furnish to the Trustee an Officers'
Certificate or a Guarantors' Officers' Certificate, as the case may be,, stating
that all conditions precedent (including covenants compliance with which
constitutes a condition precedent) , if any, provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of
Counsel stating that in the opinion of such counsel all such conditions
precedent (including covenants compliance with which constitutes a condition
precedent), if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

     (b)  Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than the
certificates provided pursuant to Sections 10.4 and 10.5) shall include,

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

          (ii) 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;

                                      -9-
<PAGE>

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

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

SECTION 1.3. Forms of Documents Delivered to Trustee.

     (a)  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.

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

     (c)  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, they may, but need not, be consolidated and
form one instrument.

     (d)  Whenever, subsequent to the receipt by the Trustee of any Board
Resolution, Guarantor's Board Resolution, Officers' Certificate, Guarantor's
Officers' Certificate, Opinion of Counsel or other document or instrument, a
clerical, typographical or other inadvertent or unintentional error or omission
shall be discovered therein, a new document or instrument may be substituted
therefor in corrected form with the same force and effect as if originally
received in the corrected form and, irrespective of the date or dates of the
actual execution and/or delivery thereof, such substitute document or instrument
shall be deemed to have been executed and/or delivered as of the date or dates
required with respect to the document or instrument for which it is substituted.
Without limiting the generality of the foregoing, any Securities issued under
the authority of such defective document or instrument shall nevertheless be the
valid obligations of the Company entitled to the benefits of this Indenture
equally and ratably with all other Outstanding Securities.

SECTION 1.4. Acts of Holders; Record Dates.

                                      -10-
<PAGE>

     (a) Any request, demand , authorization, direction, notice, consent, waiver
or other action provided or permitted by this Indenture to be given, made 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 agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such in strument or instruments is or are
delivered to the Trustee and, where it is he reby expressly required, to the
Company or the Guarantor or both of them. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes referred
to as the "Act" of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and conclusive in favor of the
Trustee, the Company and the Guarantor and any agent of the Trustee, the Company
and the Guarantor, if made in the manner provided in this Section.

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

     (c) The ownership of Securities shall be proved by the Securities Register.

     (d) Any request, demand, authorization, direction, notice, consent, waiver
or other action 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, omitted or suffered to be done by the Trustee, the Company or the
Guarantor in reliance thereon, whether or not notation of such action is made
upon such Security.

     (e) The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand , authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series, provided , that
the Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in paragraph (f) of this Section.
If any record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided , that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall be construed to
prevent the Company from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be canceled and of no effect). Promptly after any record date

                                      -11-
<PAGE>

is set pursuant to this paragraph, the Company, at its own expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Trustee in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 1.6.

     (f) The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to join
in the giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 5.2, (iii) any request to institute
proceedings referred to in Section 5 .7(b) or (iv ) any direction referred to in
Section 5.12, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction , whether or
not such Holders remain Holders after such record date; provided , that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and of no effect). Promptly after any
record date is set pursuant to this paragraph, the Trustee, at the Company's
expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Company in writing and to
each Holder of Securities of the relevant series in the manner set forth in
Section 1.6.

     (g) With respect to any record date set pursuant to paragraph (e) or (f) of
this Section, the party hereto that sets such record date may designate any day
as the "Expiration Date" and from time to time may change the Expiration Date to
any earlier or later day; provided, that no such change shall be effective
unless notice of the proposed new Expiration Date is given to the other parties
hereto in writing, and to each Holder of Securities of the relevant series in
the manner set forth in Section 1.6 , on or prior to the existing Expiration
Date. If an Expiration Date is not designated with respect to any record date
set pursuant to this Section, the party hereto which set such record date shall
be deemed to have initially designated the 180th day after such record date as
the Expiration Date with respect thereto, subject to its right to change the
Expiration Date as provided in this paragraph.

     (h) Without limiting the foregoing, a Holder entitled to take any action
hereunder with regard to any particular Security may do so with regard to all or
any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.

SECTION 1.5. Notices, Etc., to Trustee, Company and Guarantor.

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

                                      -12-
<PAGE>

          (a) the Trustee by any Holder, the Company or the Guarantor 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

          (b) the Company or the Guarantor, as the case may be, by the Trustee
     or by any Holder shall be sufficient for every purpose (except as otherwise
     provided in Section 5.1) hereunder if in writing and mailed, first-class,
     postage prepaid, to the Company or the Guarantor, as the case may be,
     addressed to it at the address of its principal office specified in the
     first paragraph of this instrument, Attention: General Counsel, in the case
     of the Company, and Attention: General Counsel, in the case of the
     Guarantor, or at any other address previously furnished in writing to the
     Trustee by the Company or the Guarantor, as the case may be.

Section 1.6. Notice to Holders; Waiver.

     Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at the address of such Holder as it appears in the Securities
Register, not later than the latest date (if any), and not earlier than the
earliest date (if any), prescribed for the giving of such notice. In any case
where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders. If, by
reason of the suspension of or irregularities in regular mail service or for any
other reason, it shall be impossible or impracticable to mail notice of any
event to Holders when said notice is required to be given pursuant to any
provision of this Indenture or any Security, then any manner of giving such
notice as shall be satisfactory to the Trustee shall be deemed to be sufficient
notification for every purpose hereunder. Where this Indenture provides for
notice in any manner, such notice may be waived in writing by the Person
entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

Section 1.7. Conflict with Trust Indenture Act.

     If any provision of this Indenture limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under such Act to be a
part of and govern this Indenture, the latter provision shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act which may be so modified or excluded, the provision shall be
deemed to apply to this Indenture as so modified or to be excluded, as the case
may be.

Section 1.8. 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.

                                      -13-
<PAGE>

Section 1.9. Successors and Assigns.

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

Section 1.10. Separability Clause.

     If any provision in this Indenture or in the Securities shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in anyway be affected or impaired thereby.

Section 1.11. Benefits of Indenture.

     Nothing in this Indenture or in the Securities or the Guarantee, express or
implied, shall give to any Person, other than the parties hereto and their
successors and the Holders, any benefit or any legal or equitable right, remedy
or claim under this Indenture.

Section 1.12. Governing Law.

     This Indenture, the Securities and the Guarantee shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to conflict of laws provisions thereof.

Section 1.13. Non-Business Days.

     If any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day, then (notwithstanding any other provision
of this Indenture or of the Securities (other than a provision of any Security
which specifically states that such provision shall apply in lieu of this
Section)) payment of interest, premium or principal on or other amounts in
respect of such Security need not be made on such date, but may be made on the
next succeeding Business Day (and no interest shall accrue in respect of the
amounts whose payment is so delayed for the period from and after such Interest
Payment Date, Redemption Date or Stated Maturity, as the case may be, until such
next succeeding Business Day) except that, if such Business Day falls in the
next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day (in each case with the same force and effect as if made
on the Interest Payment Date or Redemption Date or at the Stated Maturity).

Section 1.14. Indenture and Securities Solely Corporate Obligations.

     No recourse for the payment of the principal of, any premium or interest on
or any other amounts with respect to any Security, or for any claim based there
on or otherwise in respect thereof, and no recourse under or upon any
obligation, covenant or agreement of the

                                      -14-
<PAGE>

Company or the Guarantor in this Indenture or in any supplemental indenture, or
in any Security, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or the Guarantor or
of any successor 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 all such liability is hereby expressly waived
and released as a condition of, and as consideration for, the execution of this
Indenture and the issue of the Securities.

Section 1.15. Submission to Jurisdiction.

     Each of the Company and Guarantor agrees that any judicial proceedings
instituted in relation to any matter arising under this Indenture on the
Securities 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, each of the Company and the
Guarantor 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. Each
of the Company and the Guarantor also irrevocably and unconditionally waives for
the benefit of the Trustee and the Holders of the Securities any immunity from
jurisdiction and any immunity from legal process (whether through services of
notice, attachment prior to judgment, attachment in the aid of execution,
execution or otherwise) in respect of this Indenture. Each of the Company and
the Guarantor hereby irrevocably designates and appoints for the benefit of the
Trustee and the Holders of the Securities for the term of this Indenture, CT
Corporation, 111 8/th/ Avenue, New York, New York 1 0011, 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 Mutual Group Ltd., One Logan Square, Suite 1500,
Philadelphia, Pennsylvania 19103, Attention: General Counsel and to Mutual Risk
Management Ltd., 44 Church Street, Hamilton HM12 Bermuda, Attention: General
Counsel), 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 each of
the Company and the Guarantor to be effective and binding service on it in every
respect whether or not the Company or the Guarantor 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 the obligations of the Company
or the Guarantor hereunder remain outstanding until the appointment of a
successor by the Company or the Guarantor and such successor's acceptance of
such appointment. Upon such acceptance, the Company and the Guarantor shall
notify the Trustee of the name and address of such successor. Each of the
Company and the Guarantor further agrees for the benefit of the Trustee and the
Holders of the Securities 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 said CT Corporation in full force
and effect so long as any of the Securities or the obligations of the Company or
the Guarantor hereunder shall be outstanding. The Trustee shall not be obligated
and shall have no responsibility with respect to any failure by the Company or
the Guarantor to take any such action. Nothing herein shall affect the right of
the Trustee or any Holder to institute proceedings against the Company or the
Guarantor in the courts of any other jurisdiction or jurisdictions.

                                      -15-
<PAGE>

                                  ARTICLE II

                                Security Forms

Section 2.1. Forms Generally.

     The Securities of each series and the Trustee's certificate of
authentication shall be in substantially the form or forms set forth in this
Article, or in such other forms as shall be established by or pursuant to a
Board Resolution or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with applicable tax laws or the rules of
any securities exchange or Depositary therefor or as may, consistently herewith,
be determined by the officers executing such Securities, as evidenced by their
execution of the Securities. If the form of Securities of any series is
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 3.3 with respect to
the authentication and delivery of such Securities.

     The definitive Securities shall be printed, lithographed or engraved or
produced by any combination of these methods, if required by any securities
exchange on which the Securities may be listed, on a steel engraved border or
steel engraved borders or may be produced in any other manner permitted by the
rules of any securities exchange on which the Securities may be listed, all as
determined by the officers executing such Securities, as evidenced by their
execution of such securities.

Section 2.2. Form of Face of Security.

                               Mutual Group Ltd.
                              [Title of Security]

No.                                                              $

     MUTUAL GROUP LTD., a corporation organized and existing under the laws of
the State of Delaware (hereinafter called the "Company", which term includes any
successor Person under the Indenture referred to on the reverse hereof), for
value received, hereby promises to pay to ---------------, or registered
assigns, the principal sum of ---------- Dollars on ---------- --, --- [if the
Security is a Global Security, then insert-- or such other principal amount
represented hereby as may be set forth in the records of the Securities
Registrar hereinafter referred to in accordance with the Indenture,] [;
provided, that the Company may shorten or extend the Stated Maturity of the
principal of this Security to a date not earlier than --------- and not later
than -------- at any time on one or more occasions, subject to certain
conditions specified in Section 3.12 of the Indenture.] The Company further
promises to pay interest on said principal sum from ____

                                      -16-
<PAGE>

___, ___ or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, [monthly] [quarterly] [semi-annually] in arrears
on [insert applicable Interest Payment Dates] of each year, commencing _____,
____, at the rate [if fixed rate, insert -- of -%] [if floating rate, insert ---
equal to -% in excess of the Floating Rate Index] per annum, until the principal
hereof is paid or duly provided for or made available for payment [if
applicable, insert--; provided, that any overdue principal, premium, Additional
Amounts and any overdue installment of interest shall bear additional interest
at the rate [if fixed rate, insert --- of -%] [if floating rate, insert ---equal
to -% in excess of the Floating Rate Index] per annum (to the extent that the
payment of such interest shall be legally enforceable), compounded [monthly]
[quarterly] [semi-annually], from the dates such amounts are due until they are
paid or made available for payment, and such interest shall be payable on
demand]. The amount of interest payable for any period less than a full interest
period shall be computed on the basis of a 360-day year of twelve 30-day months
and the actual days elapsed in a partial month in such period. The amount of
interest payable for any full interest period shall be computed by dividing the
applicable rate per annum by [twelve/four/two]. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date shall, as
provided in the Indenture, be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest installment [if applicable, insert--,
which shall be the [------------ or ---- --------] (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date]. Any such
interest not so punctually paid or duly provided for shall forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.

     Payment of the principal of and any premium and interest on this Security
will be made at the office or agency of the Company maintained for that purpose
in the [insert Place of Payment], in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts [if applicable, insert--; provided, that at the option of the
Company payment of interest may be made (i) by check mailed to the address of
the Person entitled thereto as such address shall appear in the Securities
Register or (ii) by wire transfer to an account at a banking institution in the
United States that the Holder designates in writing to the Trustee at least 10
Business Days prior to the Interest Payment Date].

     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

                                      -17-
<PAGE>

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

                                        MUTUAL GROUP LTD.

                                        By: _________________________
                                            Name:
                                            Title:

Attest:

___________________________________
[Secretary or Assistant Secretary]


Section 2.3.  Form of Reverse of Security.

     This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under the Senior Indenture, dated as of September 21, 2000 (herein called
the "Indenture"), among the Company, Mutual Risk Management Ltd. (the
"Guarantor", which term includes any successor guarantor under the Indenture)
and The Chase Manhattan Bank as Trustee (herein called the "Trustee", which
term includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Guarantor, the Trustee and the Holders of the Securities,
and of the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof [if
applicable, insert--, limited in aggregate principal amount to $______].

     All terms used in this Security that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

     The terms of this Security include those stated in the Indenture and those
made a part of the Indenture by reference to the Trust Indenture Act. This
Security is subject to all such terms and the Holder of this Security is
referred to the Indenture and the Trust Indenture Act for a statement of such
terms.

     [If applicable, insert-- This Security is entitled to the benefit of the
Guarantee of the Guarantor. Reference is made to Article XIV of the Indenture
and to the Guarantee for terms relating to such Guarantee.]

     [If applicable, insert-- The Company may at any time, at its option, on or
after ---------, ----, and subject to the terms and conditions of Article XI of
the Indenture, redeem this Security in whole at any time or in part from time to
time, at [if applicable, insert-- the following Redemption Prices (expressed as
percentages of the principal amount hereof):

                                      -18-
<PAGE>

     If redeemed during the 12-month period beginning ____ _____ ____,

                                             Redemption
                              Year              Price
                              ----           ----------

and thereafter at a Redemption Price equal to 100% of the principal amount
hereof, together, in the case of any such redemption, with accrued interest to
but excluding the date fixed for redemption,] [a Redemption Price equal to 100%
of the principal amount hereof, together, in the case of any such redemption,
with accrued interest to but excluding the date fixed for redemption.]

     [If the Security is subject to redemption of any kind, insert-- In the
event of redemption of this Security in part only, a new Security or Securities
of this series for the unredeemed portion hereof will be issued in the name of
the Holder hereof upon the cancellation hereof.]

     [If applicable, insert - The Securities of this series are not redeemable
prior to Stated Maturity.]

     [The Indenture contains provisions for satisfaction and discharge of [the
entire indebtedness of] [or] [certain restrictive covenants and Events of
Default with respect to] this Security [, in each case] upon compliance by the
Company or the Guarantor with certain conditions set forth in the Indenture.]

     The Indenture permits, with certain exceptions as there in provided, the
Company, the Guarantor and the Trustee at any time to enter into a supplemental
indenture or indentures for the purpose of modifying in any manner the rights
and obligations of the Company or the Guarantor, as the case may be, and of the
Holders of the Securities, with the consent of the Holders of not less than a
majority in principal amount of the Outstanding Securities of each series to be
affected by such supplemental indenture. The Indenture also contains provisions
permitting Holders of specified percentages in principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company or the
Guarantor, as the case may be, with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
up on such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.

     [If the Security is not a Discount Security, insert-- As provided in and
subject to the provisions of the Indenture, if an Event of Default with respect
to the Securities of this series at the time Outstanding occurs and is
continuing, then and in every such case the Trustee or the Holders of not less
than 25% in aggregate principal amount of the Outstanding Securities of this
series may declare the principal amount of all the Securities of this series to
be due and payable immediately, by a notice in writing to the Company and, in
certain cases, the

                                      -19-
<PAGE>

Guarantor (and to the Trustee if given by Holders); and upon any such
declaration the principal amount of and the accrued interest on all the
Securities of this series shall become immediately due and payable.]

     [If the Security is an Original Issue Discount Security, insert -- If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to -- insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal, premium and interest (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and premium and interest, if any, on the Securities of this series
shall terminate.]

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Security at the times, place and rate, and in the coin or currency,
herein prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Securities Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company maintained under Section 10.2 of the Indenture for such
purpose, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Securities Registrar duly executed by,
the Holder here of or such Holder's attorney duly authorized in writing, and
thereupon one or more new Securities of this series, of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

     The Securities of this series are issuable only in registered form without
coupons in denominations of $_____ and any integral multiple of $_ _____ _____ _
in excess thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor
of a different authorized denomination, as requested by the Holder surrendering
the same.

     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     The Company, the Guarantor, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Security is registered as the
owner hereof for all purposes, whether or not this Security be overdue, and none
of the Company, the Guarantor, the Trustee or any such agent shall be affected
by notice to the contrary.

     This Security shall be Governed by and construed in accordance with the
laws of the State of New York, without regard to the conflict of laws provisions
thereof.

                                      -20-
<PAGE>

Section 2.4. Additional Provisions Required in Global Security.

     Unless otherwise specified as contemplated by Section 3.1, any Global
Security issued hereunder shall, in addition to the provisions contained in
Sections 2.2 and 2.3, bear a legend in substantially the following form:

     "THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
     HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
     NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES
     REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE
     ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE
     TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
     DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
     NOMINEE OF THE DEPOSITARY, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
     THE INDENTURE."

Section 2.5. Additional Provisions Required in Guaranteed Security.

     Any Guaranteed Security issued hereunder shall, in addition to the
provisions contained in Sections 2.2, 2.3 and 2.4 (if applicable), have endorsed
thereon the Guarantee in substantially the form set forth in Section 14.6, or in
such other form as shall be established by or pursuant to a Guarantor Board
Resolution, or established in one or more indentures supplemental hereto, in
each case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture.

Section 2.6. Form of Trustee's Certificate of Authentication.

     The Trustee's certificates 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.

Dated:

                                        THE CHASE MANHATTAN BANK,
                                        as Trustee

                                        By: _____________________
                                        Authorized officer

                                      -21-
<PAGE>

                                  ARTICLE III

                                The Securities

Section 3.1. Title and Terms.

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

     The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and set forth in an
Officers' Certificate or established in one or more indentures supplemental
hereto:

          (a) the title of the securities of such series, which shall
     distinguish the Securities of the series from all other Securities;

          (b) the limit, if any, upon the aggregate principal amount of the
     Securities of such series that may be authenticated and delivered under
     this Indenture (except for Securities authenticated and delivered upon
     registration of transfer of, or in exchange for, or in lieu of, other
     Securities of the series pursuant to the provisions of this Indenture and
     except for any Securities that, pursuant to Section 3.3, are deemed never
     to have been authenticated and delivered hereunder);

          (c) the Stated Maturity or Maturities on which the principal of the
     Securities of such series is payable or the method of determination
     thereof, and any dates on which or circumstances under which, the Company
     shall have the right to extend or shorten such Stated Maturity or
     Maturities;

          (d) the rate or rates at which the Securities of such series shall
     bear interest, if any, and, if such interest is determined by reference to
     a floating interest rate, the Floating Rate Index and Calculation Agent,
     the date or dates from which any such interest shall accrue, the Interest
     Payment Dates on which such interest shall be payable, and the Regular
     Record Date for the interest payable on any Interest Payment Date or the
     method by which any of the foregoing shall be determined;

          (e) the extent, if any, to which the Securities of such series or the
     related Guarantee will be secured;

          (f) the place or places where the principal of and any premium and
     interest on the Securities of such series shall be payable, the place or
     places where the Securities of such series and any related Guarantee may be
     presented for registration of transfer or exchange, any restrictions that
     may be applicable to any such transfer or exchange in addition to or in
     lieu of those set forth herein, and the place or places where notices and
     demands to or up on the Company or the Guarantor in respect of the
     Securities of such series and any related Guarantee may be made;

                                      -22-
<PAGE>

          (g) the obligation of the Company to redeem, repay or purchase the
     Securities of such series pursuant to any sinking fund, amortization or
     analogous provisions, or at the option of the Company or a Holder thereof,
     and the period or periods within which, the price or prices at which, the
     currency or currencies (including currency unit or units) in which and the
     other terms and conditions upon which Securities of the series shall be
     redeemed, repaid or purchased, in whole or in part, pursuant to such
     obligation or option;

          (h) if the amount of principal of or any premium or interest on any
     Securities of such series may be determined with reference to an index or
     pursuant to a formula, the manner in which such amounts shall be
     determined.

          (i) if other than Dollars, the currency or currencies (including any
     currency unit or units) in which the principal of and any premium and
     interest on the Securities of the series shall be payable, or in which the
     Securities of the series shall be denominated and the manner of determining
     the equivalent there of in Dollars for any purpose, including for purposes
     of the definition of Outstanding;

          (j) if the principal of or any premium or interest on any Securities
     of the series is to be payable, at the election of the Company or the
     Holder thereof, in one or more currencies or currency units other than that
     or those in which such Securities are stated to be payable, the currency,
     currencies or currency units in which the principal of or any premium or
     interest on such Securities as to which such election is made shall be
     payable, the periods within which and the terms and conditions upon which
     such election is to be made and the amount so payable or the manner in
     which such amount shall be determined;

          (k) if other than the principal amount thereof, the portion of the
     principal amount of Securities of such series that shall be payable upon
     declaration of acceleration of the Maturity thereof;

          (l) if the principal amount payable at the Stated Maturity of any
     Securities of the series will not be determinable as of any one or more
     dates prior to the Stated Maturity, the amount which shall be deemed to be
     the principal amount of such Securities as of any such date for any purpose
     thereunder or hereunder, including the principal amount thereof which shall
     be due and payable upon any Maturity other than the Stated Maturity or
     which shall be deemed to be Outstanding as of any date prior to the Stated
     Maturity or, in any such case, the manner in which such amount deemed to be
     the principal amount shall be determined;

          (m) if applicable, that the Securities of the series, in whole or any
     specified part, shall be defeasible pursuant to Section 13.2 or Section
     13.3 or both such Sections;

          (n) if applicable, that any Securities of the series shall be issuable
     in whole or in part in the form of one or more Global Securities and, in
     such case, the respective Depositaries for such Global Securities, the form
     of any legend or legends that shall be borne by any such Global Security in
     addition to or in lieu of that set forth in Section 2.4 and any
     circumstances in addition to or in lieu of those set forth

                                      -23-
<PAGE>

     in Section 3.5 in which any such Global Security may be exchanged in whole
     or in part for Securities registered, and any transfer of such Global
     Security in whole or in part may be registered, in the name or names of
     Persons other than the Depositary for such Global Security or a nominee
     thereof;

          (o) the additions, modifications or deletions, if any, in the Events
     of Default or covenants of the Company or the Guarantor set forth herein
     with respect to the Securities of such series;

          (p) the appointment of any Paying Agent or agents for the Securities
     of such series;

          (q) the terms of any right to convert or exchange Securities of such
     series into any other securities or property of the Company, and the
     additions or changes, if any, to this Indenture with respect to the
     Securities of such series to permit or facilitate such conversion or
     exchange;

          (r) the denominations in which any Securities of such series shall be
     issuable, if other than denominations of $1,000 and any integral multiple
     thereof;

          (s) if applicable, whether such Securities shall not be Guaranteed
     Securities; and

          (t) any other terms of the Securities of such series (which terms
     shall not be inconsistent with the provisions of this Indenture, except as
     permitted by Section 9.1(e)).

     All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided herein or in or pursuant
to such Board Resolution and set forth in such Officers' Certificate or in any
indenture supplemental hereto.

     If any of the terms of the series are established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

Section 3.2. Denominations.

     The Securities of each series shall be issuable only in registered form
without coupons and in denominations of $1,000 and any integral multiple of
$1,000 in excess thereof, unless otherwise specified as contemplated by Section
3.1.

                                      -24-
<PAGE>

Section 3.3. Execution, Authentication, Delivery and Dating.

          (a)  The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman of the Board, its President or one of
its Vice Presidents and attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile. Securities 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 or
did not hold such offices at the date of such Securities.

          (b)  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication with, if applicable,
the Guarantee endorsed thereon duly executed by the Guarantor, together with a
Company Order for the authentication and delivery of such Securities, and the
Trustee in accordance with the Company Order shall authenticate and deliver such
Securities. If the form or terms of the Securities of the series have been
established by or pursuant to one or more Board Resolutions as permitted by
Sections 2.1 and 3.1, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and shall be fully protected in
relying upon, an Opinion of Counsel stating:

               (i)   if the form of such Securities has been established by or
          pursuant to Board Resolution as permitted by Section 2.1, that such
          form has been established in conformity with the provisions of this
          Indenture;

               (ii)  if the terms of such Securities have been established by or
          pursuant to Board Resolution as permitted by Section 3.1, that such
          terms have been established in conformity with the provisions of this
          Indenture; and

               (iii) that such Securities, when authenticated and delivered by
          the Trustee and issued by the Company in the manner and subject to any
          conditions specified in such Opinion of Counsel, will constitute valid
          and legally binding obligations of the Company enforceable in
          accordance with their terms, subject to bankruptcy, insolvency,
          fraudulent transfer, reorganization, moratorium and similar laws of
          general applicability relating to or affecting creditors' rights and
          to general equity principles.

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties,
indemnities or immunities under the

                                     -25-
<PAGE>

Securities and this Indenture or otherwise in a manner that is not reasonably
acceptable to the Trustee.

          (c)  Notwithstanding the provisions of Section 3.1 and of paragraph
(b) of this Section, if all Securities of a series are not to be originally
issued at one time, it shall not be necessary to deliver the Officers'
Certificate otherwise required pursuant to Section 3.1 or the Company Order and
Opinion of Counsel otherwise required pursuant to paragraph (b) of this Section
at or prior to the authentication of each Security of such series if such
documents are delivered at or prior to the authentication upon original issuance
of the first Security of such series to be issued.

          (d)  No Security 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 herein
executed by the Trustee by the manual signature of an authorized officer, and
such certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder. Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 3.10, for all purposes of this Indenture such Security shall
be deemed never to have been authenticated and delivered hereunder and shall
never be entitled to the benefits of this Indenture.

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


Section 3.4. Temporary Securities.

          (a)  Pending the preparation of definitive Securities of any series,
the Company may execute, and upon Company Order the Trustee shall authenticate
and deliver, temporary Securities that 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, with, if applicable, a temporary Guarantee endorsed thereon duly
executed by the Guarantor and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may
determine, as evidenced by their execution of such Securities. A temporary
Guarantee shall be substantially in the form of the definitive Guarantee in lieu
of which it is issued, but with such omissions, insertions and variations as may
be appropriate for a temporary Guarantee, all as may be determined by the
Guarantor.

          (b)  If temporary Securities of any series are issued, the Company
will cause definitive Securities of such series to be prepared without
unreasonable delay. After the preparation of definitive Securities, the
temporary Securities shall be exchangeable for definitive Securities upon
surrender of the temporary Securities at

                                     -26-
<PAGE>

the office or agency of the Company designated for that purpose, without charge
to the Holder. Upon surrender for cancellation of any one or more temporary
Securities, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor one or more definitive Securities of the same
series, of any authorized denominations having the same Original Issue Date and
Stated Maturity and having the same terms as such temporary Securities, with, if
applicable, a Guarantee endorsed thereon, duly executed by the Guarantor. Until
so exchanged, 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. Global Securities.

          (a)  Each Global Security issued under this Indenture shall be
registered in the name of the Depositary designated by the Company for such
Global Security or a nominee thereof and delivered to such Depositary or a
nominee thereof or custodian therefor, and each such Global Security shall
constitute a single Security for all purposes of this Indenture.

          (b)  Notwithstanding any other provision in this Indenture, no Global
Security may be exchanged in whole or in part for Securities registered, and no
transfer of a Global Security in whole or in part may be registered, in the name
of any Person other than the Depositary for such Global Security or a nominee
thereof unless (i) such Depositary advises the Trustee and the Company in
writing that such Depositary is no longer willing or able to properly discharge
its responsibilities as Depositary with respect to such Global Security and no
qualified successor is appointed by the Company within 90 days of receipt by the
Company of such notice, (ii) such Depositary has ceased to be a clearing agency
registered under the Exchange Act and no qualified successor is appointed by the
Company within 90 days after its receipt of notice or its becoming aware of such
event, (iii) the Company executes and delivers to the Trustee a Company Order
stating that the Company elects to terminate the book-entry system through the
Depositary, or (iv) there shall have occurred and be continuing an Event of
Default with respect to such Global Security.

          (c)  If any Global Security is to be exchanged for other Securities or
canceled in whole, it shall be surrendered by or on behalf of the Depositary or
its nominee to the Securities Registrar for exchange or cancellation as provided
in this Article. If any Global Security is to be exchanged for other Securities
or canceled in part, or if another Security is to be exchanged in whole or in
part for a beneficial interest in any Global Security, then either (i) such
Global Security shall be so surrendered for exchange or cancellation as provided
in this Article or (ii) the principal amount thereof shall be reduced or
increased by an amount equal to the portion thereof to be so exchanged or
canceled, or equal to the principal amount of such other Security to be so
exchanged for a beneficial interest therein, as the case

                                     -27-
<PAGE>

may be, by means of an appropriate adjustment made on the records of the
Securities Registrar, whereupon the Trustee, in accordance with the Applicable
Procedures, shall instruct the Depositary or its authorized representative to
make a corresponding adjustment to its records. Upon any such surrender or
adjustment of a Global Security by the Depositary, accompanied by registration
instructions, the Trustee shall, subject to this Section and as otherwise
provided in this Article, authenticate and deliver any Securities issuable in
exchange for such Global Security (or any portion thereof) in accordance with
the instructions of the Depositary, with, if applicable, a Guarantee endorsed
thereon, duly executed by the Guarantor. The Trustee shall not be liable for any
delay in delivery of such instructions and may conclusively rely on, and shall
be fully protected in relying on, such instructions.

          (d)  Every Security authenticated and delivered upon registration of
transfer of, or in exchange for or in lieu of, a Global Security or any portion
thereof, whether pursuant to this Article, Section 9.6 or 11.7 or otherwise,
shall be authenticated and delivered in the form of, and shall be, a Global
Security, unless such Security is registered in the name of a Person other than
the Depositary for such Global Security or a nominee thereof.

          (e) The Depositary or its nominee, as the registered owner of a Global
Security, shall be the Holder of such Global Security for all purposes under
this Indenture and the Securities, and owners of beneficial interests in a
Global Security shall hold such interests pursuant to the Applicable Procedures.
Accordingly, any such owner's beneficial interest in a Global Security shall be
shown only on, and the transfer of such interest shall be effected only through,
records maintained by the Depositary or its nominee or its Agent Members.
Neither the Trustee nor the Securities Registrar shall have any liability in
respect of any transfers effected by the Depositary.

          (f)  The rights of owners of beneficial interests in a Global Security
shall be exercised only through the Depositary and shall be limited to those
established by law and agreements between such owners and the Depositary and/or
its Agent Members.

          (g)  The registered holder of a Global Security may grant proxies to
any Person, including Agent Members and Persons that may hold interests through
Agent Members, to take any action which a Holder is entitled to take under this
Indenture, the Guarantee and the Securities.

Section 3.6. Registration, Transfer and Exchange.

          (a)  The Company shall cause to be kept at the Corporate Trust Office
a register in which, subject to such reasonable regulations as it may prescribe,
the Company shall provide for the registration of Securities and of transfers of
Securities

                                     -28-
<PAGE>

(the "Securities Register"). The Trustee is hereby appointed "Securities
Registrar" for the purpose of registering Securities and transfers of Securities
as herein provided.

          (b)  Upon surrender for registration of transfer of any Security of a
series at the office or agency of the Company designated for that purpose, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of
the same series of any authorized denominations and of like tenor and aggregate
principal amount, with, if applicable, a Guarantee endorsed thereon, duly
executed by the Guarantor.

          (c)  At the option of the Holder, Securities of a series may be
exchanged for other Securities of the same series of any authorized
denominations and of like tenor and aggregate principal amount, upon surrender
of the Securities to be exchanged at such office or agency. Whenever any
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities that the Holder making
the exchange is entitled to receive, with, if applicable, a Guarantee endorsed
thereon, duly executed by the Guarantor.

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

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

          (f)  No service charge shall be made to a Holder for any transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Securities.

          (g)  The Company shall not be required (i) to issue, register the
transfer of or exchange any Securities of that series during a period beginning
at the opening of business 15 days before the day of the mailing of a notice of
redemption of any such Securities selected for redemption under Section 11.3 and
ending at the close of business on the day of such mailing or (ii) to register
the transfer of or exchange any Security so selected for redemption in whole or
in part, except the unredeemed portion of any Security being redeemed in part.

          (h)  Subject to the foregoing provisions of this Section, each
Security delivered under this Indenture upon transfer of or in exchange for or
in lieu of any

                                     -29-
<PAGE>

other Security shall carry the rights to interest accrued and unpaid, and to
accrue, that were carried by such other Security.

Section 3.7. Mutilated, Destroyed, Lost and Stolen Securities.

          (a)  If any mutilated Security is surrendered to the Trustee together
with such security or indemnity as may be required by the Company or the Trustee
to save each of them harmless, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same series,
of like tenor and aggregate principal amount and bearing a number not
contemporaneously outstanding, with, if applicable, a Guarantee endorsed
thereon, duly executed by the Guarantor.

          (b)  If there shall be delivered to the Company, the Guarantor, if
applicable and the Trustee (i) evidence to their satisfaction of the
destruction, loss or theft of any Security and (ii) such security or indemnity
as may be required by them to save each of them harmless, then, in the absence
of notice to the Company, the Guarantor or the Trustee that such Security has
been acquired by a bona fide purchaser, the Company shall execute and the
Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or
stolen Security, a new Security of the same series, of like tenor and principal
amount as such destroyed, lost or stolen Security and bearing a number not
contemporaneously outstanding, with, if applicable, a Guarantee endorsed
thereon, duly executed by the Guarantor.

          (c)  If any such mutilated, destroyed, lost or stolen Security 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.

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

          (e)  Every new Security of any series issued pursuant to this Section
in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an
original additional contractual obligation of the Company and the Guarantor, if
applicable, whether or not the mutilated, destroyed, lost or stolen Security
shall be at any time enforceable by anyone, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other
Securities of the same series duly issued hereunder.

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


                                     -30-
<PAGE>

Section 3.8. Payment of Interest; Interest Rights Preserved.

          (a)  Except as otherwise contemplated by Section 3.1 with respect to
any series of Securities, interest on any Security of any series that is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest in respect of Securities of such series, except
that, unless otherwise provided in the Securities of such series, interest
payable on the Stated Maturity, redemption or repayment of the principal of a
Security shall be paid to the Person to whom principal is paid. The initial
payment of interest on any Security of any series that is issued between a
Regular Record Date and the related Interest Payment Date shall be payable as
provided in such Security or in the Board Resolution pursuant to Section 3.1
with respect to the related series of Securities.

          (b)  Any interest on any Security of any series that is due and
payable, but is not timely paid or duly provided for, on any Interest Payment
Date for Securities of such series (herein called "Defaulted Interest") shall
forthwith cease to be payable to the Holder 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 paragraph (i) or (ii)
below:

               (i)  The Company or the Guarantor, if applicable, may elect to
          make payment of any Defaulted Interest to the Persons in whose names
          the Securities of such series (or their respective Predecessor
          Securities) are registered at the close of business on a Special
          Record Date for the payment of such Defaulted Interest, which shall be
          fixed in the following manner. The Company or the Guarantor, if
          applicable, shall notify the Trustee in writing of the amount of
          Defaulted Interest proposed to be paid on each Security of such series
          and the date of the proposed payment at least 30 days prior to such
          date, and at the same time the Company or the Guarantor, if
          applicable, 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 prior to the date of the proposed payment, such money
          when deposited to be held in trust for the benefit of the Persons
          entitled to such Defaulted Interest. Thereupon the Trustee shall fix a
          Special Record Date for the payment of such Defaulted Interest which
          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 the
          receipt by the Trustee of the notice of the proposed payment. The
          Trustee shall promptly notify the Company and the Guarantor, if
          applicable, of such Special Record Date and, in the name and at the
          expense of the Company or the Guarantor, if applicable, shall cause
          notice of the proposed payment of such Defaulted Interest and the
          Special Record Date therefor to be given to each Holder of Securities
          of such series in the manner

                                     -31-
<PAGE>

          set forth in Section 1.6, not less than 10 days prior to such Special
          Record Date. Notice of the proposed payment of such Defaulted Interest
          and the Special Record Date therefor having been so mailed, such
          Defaulted Interest shall be paid to the Persons in whose names the
          Securities of such series (or their respective Predecessor Securities)
          are registered at the close of business on such Special Record Date;
          or

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

          (c)  Unless otherwise provided in or pursuant to this Indenture or any
supplemental indenture, interest on the Securities of any series will be
payable, at the option of the Company or the Guarantor, (i) by check mailed to
the address of the Holder as such address appears in the Securities Register for
the Securities of such series or (ii) by wire transfer to an account at a
banking institution in the United States that the Holder designates in writing
to the Trustee at least 10 Business Days prior to the Interest Payment Date.

Section 3.9. Persons Deemed Owners.

          (a)  Prior to due presentment of a Security for registration of
transfer, the Company, the Guarantor, the Trustee and any agent of the Company
or the Trustee shall treat the Person in whose name such Security is registered
as the owner of such Security for the purpose of receiving payment of principal
of, any premium and (subject to Section 3.8) interest on and any Additional
Amounts with respect to such Security and for all other purposes whatsoever, and
none of the Company, the Guarantor, the Trustee or any agent of the Company, the
Guarantor or the Trustee shall be affected by notice to the contrary.

          (b)  No holder of any beneficial interest in any Global Security held
on its behalf by a Depositary shall have any rights under this Indenture with
respect to such Global Security, and such Depositary may be treated by the
Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor
or the Trustee as the owner of such Global Security for all purposes whatsoever.
None of the Company, the Guarantor, the Trustee or any agent of the Company, the
Guarantor or the Trustee 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 maintaining, supervising or
reviewing any records relating to such

                                     -32-
<PAGE>

beneficial ownership interests. Notwithstanding the foregoing, nothing herein
shall prevent the Company, the Guarantor, the Trustee or any agent of the
Company, the Guarantor or the Trustee from giving effect to any written
certification, proxy or other authorization furnished by a Depositary or impair,
as between a Depositary and such holders of beneficial interests, the operation
of customary practices governing the exercise of the rights of the Depositary
(or its nominee) as Holder of any Security.

Section 3.10. Cancellation.

          All Securities surrendered for payment, redemption, transfer or
exchange 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 delivered to the Trustee for any purpose shall be promptly canceled
by it. The Company or the Guarantor may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
that the Company or the Guarantor may have acquired in any manner whatsoever,
and may deliver to the Trustee for cancellation any Securities previously
authenticated hereunder that the Company has not issued and sold, and all
Securities so delivered shall be promptly canceled by the Trustee. No Securities
shall be authenticated in lieu of or in exchange for any Securities canceled as
provided in this Section, except as expressly permitted by this Indenture. All
canceled Securities held by the Trustee shall be disposed of in accordance with
its customary practices and the Trustee shall deliver to the Company a
certificate of such disposition.

Section 3.11. Computation of Interest.

          Except as otherwise specified as contemplated by Section 3.1 for
Securities of any series, interest on the Securities of each series for any
partial period shall be computed on the basis of a 360-day year of twelve 30-day
months and the actual number of days elapsed in any partial month in such
period, and interest on the Securities of each series for a full period shall be
computed by dividing the rate per annum by the number of interest periods that
together constitute a full twelve months.

Section 3.12. Shortening and Extending Stated Maturity.

          (a)  If specified as contemplated by Section 2.1 or Section 3.1 with
respect to the Securities of any series, the Company shall have the right to
shorten the Stated Maturity of the principal of the Securities of such series at
any time to any date not earlier than the first date on which the Company has
the right to redeem the

                                     -33-
<PAGE>

Securities of such series.  In the event that the Company  elects to shorten the
Stated  Maturity of the Securities of such series,  it shall give written notice
to the Trustee.

          (b)  If specified as contemplated by Section 2.1 or Section 3.1 with
respect to the Securities of any series, the Company shall have the right to
extend the Stated Maturity of the principal of the Securities of such series at
any time. In the event that the Company elects to extend the Stated Maturity of
the Securities of such series, it shall give written notice to the Trustee.

Section 3.13. CUSIP Numbers.

          The Company in issuing the Securities may use CUSIP numbers (if then
generally in use), and, if so, the Trustee shall use CUSIP numbers in notices of
redemption and other similar or related matters as a convenience to Holders;
provided, that any such notice or other materials may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of redemption or other materials
and that reliance may be placed only on the other identification numbers printed
on the Securities, and any such redemption shall not be affected by any defect
in or omission of such numbers.

                                  ARTICLE IV

                          Satisfaction and Discharge



Section 4.1. Satisfaction and Discharge of Indenture.

          Upon a Company Request by the Company or a Guarantor Request by the
Guarantor, this Indenture shall cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of Securities herein
expressly provided for, and as otherwise provided in this Section) and the
Trustee, on the demand of and at the expense of the Company or the Guarantor,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture, when

          (a)  either

               (i)  all Securities theretofore authenticated and delivered
          (other than (A) Securities that have been mutilated, destroyed, lost
          or stolen and that have been replaced or paid as provided in Section
          3.7 and (B) Securities for whose payment money has theretofore been
          deposited in trust or segregated and held in trust by the Company or
          the Guarantor and thereafter repaid to the Company or the Guarantor or
          discharged from such trust as provided in Section 10.3) have been
          delivered to the Trustee for cancellation; or

                                     -34-
<PAGE>

               (ii) all such Securities not theretofore delivered to the Trustee
          for cancellation

                    (A)  have become due and payable, or

                    (B)  will become due and payable at their Stated Maturity
               within one year of the date of deposit, or

                    (C)  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 or the Guarantor,

          and the Company or the Guarantor, in the case of paragraph (ii)(A),
          (B) or (C) above, has deposited or caused to be deposited with the
          Trustee as trust funds in trust for such purpose (x) an amount in the
          currency or currencies in which the Securities of such series are
          payable, (y) Government Obligations which through the scheduled
          payment of principal and interest in respect thereof in accordance
          with their terms will provide, not later than the due date of any
          payment, money in an amount or (z) a combination thereof, in each case
          where any Government Obligations are deposited, in the opinion of a
          nationally recognized firm of independent public accountants expressed
          in a written certification thereof delivered to the Trustee,
          sufficient to pay and discharge the entire indebtedness on such
          Securities not theretofore delivered to the Trustee for cancellation,
          for principal, any premium and interest and any Additional Amounts in
          respect thereof to the date of such deposit (in the case of Securities
          that have become due and payable) or to the Stated Maturity or
          Redemption Date, as the case may be;

               (b)  the Company or the Guarantor has paid or caused to be paid
          all other sums payable hereunder by the Company and the Guarantor; and

               (c)  the Company has delivered to the Trustee an Officers'
          Certificate and an Opinion of Counsel or the Guarantor has delivered
          to the Trustee a Guarantor's 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 have
          been complied with.

          Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company and the Guarantor to the Trustee under Section 6.7,
the obligations of the Company and the Guarantor to any Authenticating Agent
under Section 6.14 and, if money shall have been deposited with the Trustee
pursuant to paragraph (a)(ii) of this Section, the obligations of the Trustee
under Section 4.2 and Section 10.3(e) shall survive.

                                     -35-
<PAGE>

          The Company and the Guarantor, jointly and severally, agree to pay and
indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the Government Obligations deposited pursuant to this Section
or the principal and interest received in respect thereof other than any such
tax, fee or other charge which by law is for the account of the Holders of
Outstanding Securities.

Section 4.2. Application of Trust Money.

          Subject to the provisions of Section 10.3(e), all money and Government
Obligations (including the proceeds thereof) deposited with the Trustee pursuant
to Section 4.1 shall be held in trust and applied by the Trustee, in accordance
with the provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent or the Guarantor acting as Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium,
interest and Additional Amounts for the payment of which such money and
Government Obligations (including the proceeds thereof) have been deposited with
or received by the Trustee.

                                   ARTICLE V

                                   Remedies

Section 5.1. Events of Default.

          "Event of Default", wherever used herein with respect to the
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) except as may be specified pursuant to
Section 3.1:

               (a)  default in the payment of any interest upon any Security of
          that series, or any Additional Amounts payable with respect thereto,
          when such interest becomes, or such Additional Amounts become, due and
          payable, and continuance of such default for a period of 30 days; or

               (b)  default in the payment of the principal of or any premium on
          any Security of that series at its Maturity, or any Additional Amounts
          payable with respect thereto, when such principal or premium becomes,
          or such Additional Amounts become, due and payable at their Maturity;
          or

                                     -36-
<PAGE>

               (c)  default in the deposit of any sinking fund payment, when and
          as due by the terms of a Security of such series; or

               (d)  default in the performance, or breach, of any covenant or
          warranty of the Company or the Guarantor (if a Guarantee is in effect
          with respect to Securities of that series) in this Indenture (other
          than a covenant or warranty a default in whose performance or whose
          breach is specifically dealt with elsewhere in this Section or that
          has expressly been included in this Indenture solely for the benefit
          of series of Securities other than such series), and continuance of
          such default or breach for a period of 30 days after there has been
          given, by registered or certified mail, to the Company and the
          Guarantor (if a Guarantee is in effect with respect to Securities of
          that series) by the Trustee or to the Company and the Guarantor (if a
          Guarantee is in effect with respect to Securities of that series) and
          the Trustee by the Holders of at least 25% in principal amount of the
          Outstanding Securities of that 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, unless the Trustee, or
          the Trustee and the Holders of a principal amount of Securities of
          such series not less than the principal amount of Securities that gave
          such notice, as the case may be, shall agree in writing to an
          extension of such period prior to its expiration; or

               (e)  a default under any (i) indebtedness for any money borrowed
          by the Company or the Guarantor (if a Guarantee is in effect with
          respect to Securities of that series) (including a default with
          respect to Securities of any series other than that series), (ii)
          mortgage, indenture or other instrument under which there may be
          issued or by which there may be secured or evidenced any indebtedness
          for money borrowed by the Company or the Guarantor (if a Guarantee is
          in effect with respect to Securities of that series), or (iii)
          guarantee by the Company or the Guarantor (if a Guarantee is in effect
          with respect to Securities of that Series) of payment for money
          borrowed, which default shall consist of a payment default at the
          stated maturity thereof, after giving effect to any applicable grace
          period, or shall have resulted in such indebtedness becoming or being
          declared due and payable prior to the date on which it would otherwise
          have become due and payable, without such indebtedness or accelerated
          indebtedness having been discharged, or such acceleration having been
          rescinded or annulled, within a period of 10 days after there shall
          have been given, by registered or certified mail, to the Company and
          the Guarantor (if a Guarantee is in effect with respect to Securities
          of that series) by the Trustee or to the Company, the Guarantor (if a
          Guarantee is in effect with respect to Securities of that series) and
          the Trustee by the Holders of at least 25% in principal amount of the
          Outstanding Securities of that series a written notice specifying such
          default and requiring the Company or the Guarantor, as the case may
          be, to cause such indebtedness or accelerated indebtedness to be
          discharged or

                                     -37-
<PAGE>

          cause such acceleration to be rescinded or annulled, as the case may
          be, and stating that such notice is a "Notice of Default" hereunder;
          provided, that a default shall exist under this subsection only if the
          aggregate principal amount outstanding under all such indebtedness
          that is so in default or has become due prior to the date on which it
          would otherwise become due and payable exceeds $40,000,000; or

               (f)  the Company or the Guarantor (if a Guarantee is in effect
          with respect to Securities of that series) 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 $40,000,000, which is not
          stayed on appeal or is not otherwise being appropriately contested in
          good faith; or

               (g)  the entry by a court having jurisdiction in the premises of
          a decree or order adjudging the Company or the Guarantor (if a
          Guarantee is in effect with respect to Securities of that series) a
          bankrupt or insolvent, or approving as properly filed a petition
          seeking reorganization, arrangement, adjustment or composition of or
          in respect of the Company or the Guarantor (if a Guarantee is in
          effect with respect to Securities of that series) under any applicable
          federal, state or foreign bankruptcy, insolvency, reorganization or
          other similar law, or appointing a custodian, receiver, liquidator,
          assignee, trustee, sequestrator or other similar official of the
          Company or the Guarantor (if a Guarantee is in effect with respect to
          Securities of that series) or of any substantial part of the Company's
          or the Guarantor's (if a Guarantee is in effect with respect to
          Securities of that series) property, or ordering the winding up or
          liquidation of the Company's or the Guarantor's (if a Guarantee is in
          effect with respect to Securities of that series) affairs, and the
          continuance of any such decree or order for relief or any such other
          decree or order unstayed and in effect for a period of 60 consecutive
          days; or

               (h)  the filing by the Company or the Guarantor (if a Guarantee
          is in effect with respect to Securities of that series) of a petition
          or answer or consent seeking reorganization or relief under any
          applicable federal, state or foreign bankruptcy, insolvency,
          reorganization or other similar law, or the consent by it to the
          filing of such petition or to the appointment of or taking possession
          by a custodian, receiver, liquidator, assignee, trustee, sequestrator
          or other similar official of the Company or the Guarantor (if a
          Guarantee is in effect with respect to Securities of that series) or
          of any substantial part of the Company's or the Guarantor's (if a
          Guarantee is in effect with respect to Securities of that series)
          property, or the making by the Company or the Guarantor (if a
          Guarantee is in effect with respect to Securities of that series) of
          an assignment for the benefit of creditors, or the admission by it in
          writing of the Company's or the Guarantor's (if a Guarantee is in
          effect with respect to Securities of that series) inability to pay its
          debts generally as they become

                                     -38-
<PAGE>

          due, or the authorization of any such action by the Company's or the
          Guarantor's Board of Directors; or

               (i)  any Guarantee with respect to the Securities of any series
          ceases to be in full force and effect or the Guarantor denies in
          writing that it has liability under the Guarantee with respect to the
          Securities of such series (other than by reason of the termination of
          this Indenture); or

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


Section 5.2. Acceleration of Maturity; Rescission and Annulment.

          (a)  If an Event of Default with respect to Securities of any series
at the time Outstanding (other than an Event or Default specified in Section
5.1(g) or (h)) occurs and is continuing, then in every such case the Trustee or
the Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities of that series may declare the principal amount of and
all unpaid accrued interest and premium on all of the Securities of that series
(or, if the Securities of that series are Discount Securities, such portion of
the principal amount of such Securities as may be specified by the terms of that
series) to be due and payable immediately, by a notice in writing to the Company
and the Guarantor (if a Guarantee is in effect with respect to Securities of
that series) (and to the Trustee if given by Holders), and upon any such
declaration such principal amount (or specified portion thereof) of, accrued
interest and premium on all of the Securities of such series shall become
immediately due and payable.

          If an Event of Default specified in Section 5.1(g) or (h) occurs, all
unpaid principal of and accrued interest and premium on the Outstanding
Securities of that series (or such lesser amount as may be provided for in the
Securities of such series) shall automatically 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.

          (b)  At any time after such a declaration of acceleration with respect
to 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 a majority in aggregate principal amount of the
Outstanding

                                     -39-
<PAGE>

Securities of that series, by written notice to the Company, the Guarantor (if a
Guarantee is in effect with respect to Securities of that series) and the
Trustee, may rescind and annul such declaration and its consequences if

               (i)  the Company or the Guarantor (if a Guarantee is in effect
          with respect to Securities of that series) has paid or deposited with
          the Trustee a sum sufficient to pay

                    (A)  all overdue installments of interest on all Securities
               of that series and any Additional Amounts with respect thereto,

                    (B)  the principal of and any premium on any Securities of
               that series which have become due otherwise than by such
               declaration of acceleration and any Additional Amounts with
               respect thereto and any interest thereon at the rate prescribed
               therefor in such Securities;

                    (C)  all overdue sinking fund payments with respect to
               Securities of such series and interest thereon at the rate
               prescribed therefor in such Securities,

                    (D)  to the extent that payment of such interest is lawful,
               interest upon overdue installments of interest and Additional
               Amounts at the rate prescribed therefor in such Securities, and

                    (E)  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

               (ii) all Events of Default with respect to Securities of that
          series, other than the non-payment of the principal of Securities of
          that series which have become due solely by such declaration of
          acceleration, have been cured or waived as provided in Section 5.13.

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

          (a)  The Company and the Guarantor (if a Guarantee is in effect with
respect to Securities of that series) covenant that if

               (i)  default is made in the payment of any installment of
          interest on or any Additional Amounts, payable with respect to such
          interest, with respect to any Security of any series when such
          interest or Additional

                                     -40-
<PAGE>

          Amounts shall have become due and payable and such default continues
          for a period of 30 days, or

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

               (iii) default is made in the deposit of any sinking fund payment,
          when and as due by the terms of a Security of any series,

the Company or the Guarantor, as the case may be, will, upon demand of the
Trustee, pay to the Trustee, for the benefit of the Holders of such Securities,
the whole amount then due and payable on such Securities for principal and any
premium and interest and any Additional Amounts and, to the extent that payment
of such interest shall be legally enforceable, interest on any overdue principal
and any premium and interest at the rate prescribed therefor in such Securities,
and, in addition thereto, all amounts owing to the Trustee, its agents and
counsel under Section 6.7.

          (b)  If the Company or the Guarantor, as the case may be, fails to pay
such amounts forthwith upon such demand, the Trustee, in its own name and as
trustee of an express trust, may institute a judicial proceeding for the
collection of the sums so due and unpaid, may prosecute such proceeding to
judgment or final decree and may enforce the same against the Company, the
Guarantor or any other obligor upon such Security and collect the moneys
adjudged or decreed to be payable in the manner provided by law out of the
property of the Company, the Guarantor or any other obligor upon such Security,
wherever situated.

          (c)  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 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 in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

Section 5.4. Trustee May File Proofs of Claim.

          In case of any judicial proceeding relative to the Company, the
Guarantor (or any other obligor upon the Securities), their respective property
or their respective creditors, the Trustee shall be entitled and empowered, by
intervention in such proceeding or otherwise, to take any and all actions
authorized under the Trust Indenture Act in order to have claims of the Holders
and the Trustee allowed in any such proceeding. In particular, the Trustee shall
be authorized to collect and receive any moneys or other property payable or
deliverable on any such claims and to

                                     -41-
<PAGE>

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 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, to pay any amounts due the Trustee, its agents and counsel under
Section 6.7.

          No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding; provided,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors' or
other similar committee.

Section 5.5. Trustee May Enforce Claims Without Possession of Securities.

          All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities 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 of judgment shall, after
provision for the payment of all the amounts owing the Trustee, its agents and
counsel under Section 6.7, be for the ratable benefit of the Holders of the
Securities in respect of which such judgment has been recovered.

Section 5.6. Application of Money Collected.

          Any money or property collected or to be applied by the Trustee
pursuant to this Article with respect to a series of Securities 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 or property on account of principal or any
premium or interest, upon presentation of the Securities 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, its agents
          and counsel under Section 6.7;

               Second: To the payment of the amounts then due and unpaid for
          principal of and any premium and interest on the Securities 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
          amounts due and payable on such Securities for principal, any premium
          and interest, respectively; and

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<PAGE>

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


Section 5.7. Limitation on Suits.

          Subject to Section 5.8, no Holder of any Security of any series shall
have any right to institute any proceeding, judicial or otherwise, with respect
to this Indenture, or for the appointment of a receiver, assignee, trustee,
liquidator, sequestor (or other similar official) or for any other remedy
hereunder, unless

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

               (b)  the Holders of not less than a majority in aggregate
          principal amount of the Outstanding Securities of that 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;

               (c)  such Holder or Holders have offered to the Trustee
          reasonable indemnity against the costs, expenses and liabilities to be
          incurred in compliance with such request;

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

               (e)  no direction inconsistent with such written request has been
          given to the Trustee during such 60-day period by the Holders of a
          majority in aggregate principal amount of the Outstanding Securities
          of that 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 itself of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other Holders, 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 of such Holders.

Section 5.8. Unconditional Right of Holders to Receive Principal, Premium and
             Interest.

          Notwithstanding any other provision in this Indenture, the Holder of
any Security of any series shall have the right, which is absolute and
unconditional, to receive payment of the principal of and any premium and
(subject to Section 3.8) interest on such Security on the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date) and to institute suit

                                     -43-
<PAGE>

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 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, subject to any
determination in such proceeding, the Company, the Guarantor, the Trustee and
the Holders shall be restored severally and respectively to their former
positions hereunder and thereafter all rights and remedies of the Trustee and
the Holders shall continue as though no such proceeding had been instituted.

Section 5.10. Rights and Remedies Cumulative.

          Except as otherwise provided in Section 3.7(f), no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

Section 5.11. Delay or Omission Not Waiver.

          No delay or omission of the Trustee or of any Holder of any Securities
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 the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

Section 5.12. Control by Holders.

          The Holders of not less than a majority in aggregate 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, provided, that

                                     -44-
<PAGE>

               (a)  such direction shall not be in conflict with any rule of law
          or with this Indenture,

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

               (c)  subject to the provisions of Section 6.1, the Trustee shall
          have the right to decline to follow any such direction if a
          Responsible Officer or Officers of the Trustee shall, in good faith,
          determine that the proceeding so directed would be unjustly
          prejudicial to the Holders not joining in any such direction or
          involve the Trustee in personal liability.

Section 5.13. Waiver of Past Defaults.

          (a)  The Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities of any series may on behalf of the Holders
of all the Securities of such series waive any past Event of Default hereunder
with respect to such series and its consequences, except an Event of Default:

               (i)  in the payment of the principal of or any premium or
          interest on any Security of such series (unless such Event of Default
          has been cured and the Company or the Guarantor, if applicable, has
          paid to and deposited with the Trustee a sum sufficient to pay all
          matured installments of interest and all principal of and any premium
          on all Securities of that series due otherwise than by acceleration)
          or

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

          (b)  Any such waiver shall be deemed to be on behalf of the Holders of
all the Securities of such series.

          (c)  Upon any such waiver, such Event of 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 Event of Default or impair any right consequent thereon.

Section 5.14. Undertaking for Costs.

          All parties to this Indenture agree, and each Holder of any Security
by its, his or her acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this

                                     -45-
<PAGE>

Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section shall not apply to any suit instituted by the
Company or the Guarantor, 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 aggregate principal amount of the Outstanding Securities of any
series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of or any premium or interest on any Security on or
after the Stated Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).

Section 5.15. Waiver of Usury, Stay or Extension Laws.

          The Company and the Guarantor each (to the extent that it may lawfully
do so) covenant that it will not at any time insist upon, or plead, or in any
manner whatsoever claim or take the benefit or advantage of, any 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 and
the Guarantor each (to the extent that it may lawfully do so) hereby expressly
waive 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.

                                  ARTICLE VI

                                  The Trustee

Section 6.1. Certain Duties and Responsibilities.

          The rights, immunities, duties and responsibilities of the Trustee
shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing,
no provision of this Indenture shall require the Trustee to expend or risk its
own funds or otherwise incur any financial liability in the performance of any
of its duties hereunder, or in the exercise of any of its rights or powers, if
it shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it. Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.

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<PAGE>

Section 6.2. Notice of Defaults.

          If a default occurs hereunder with respect to Securities of any
series, the Trustee shall give the Holders of Securities of such series notice
of such default actually known to the Trustee within 90 days after it occurs
unless such default shall have been cured or waived; provided, that except in
the case of a default in the payment of the principal of or any premium or
interest on any Securities of any series or in the making of any sinking fund
payment payable with respect to Securities of any series, the Trustee may
withhold the 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 determines that withholding the notice is in the interest
of Holders of Securities of that series; and provided, further, that in the case
of any default of the character specified in Section 5.1(d) 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. Certain Rights of Trustee.

          Subject to the provisions of Section 6.1:

               (a)  the Trustee may rely and shall be protected in acting or
          refraining from acting in good faith upon any resolution, certificate,
          statement, instrument, opinion, report, notice, request, direction,
          consent, order, bond, debenture, note, security or other paper or
          document believed by it to be genuine and to have been signed or
          presented by the proper party or parties;

               (b)  any request or direction of the Company or the Guarantor
          shall be sufficiently evidenced by a Company Request or Company Order
          or by a Guarantor Request or a Guarantor Order, as the case may be,
          and any resolution of the Board of Directors or the Guarantor's Board
          of Directors shall be sufficiently evidenced by a Board Resolution or
          by a Guarantor Board Resolution, as the case may be;

               (c)  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 be herein specifically prescribed) may, in the
          absence of bad faith on its part, rely upon an Officers' Certificate
          or, if such matter pertains to the Guarantor, a Guarantor's Officers'
          Certificate;

                                      -47-
<PAGE>

               (d)  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;

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

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

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

               (h)  the Trustee shall not be under any obligation to take any
          action that is discretionary under the provisions of this Indenture
          and no permissive power or authority available to the Trustee shall be
          construed to be a duty;

               (i)  the Trustee shall not be charged with knowledge of any Event
          of Default unless either (i) a Responsible Officer of the Trustee
          assigned to its Corporate Trust Office shall have actual knowledge
          thereof or (ii) the Trustee shall have received notice thereof from
          the Company or a Holder; and

               (j)  in the event that the Trustee is also acting as Paying
          Agent, Authenticating Agent, Calculation Agent or Transfer Agent and
          Securities Registrar hereunder, the rights and protections afforded to
          the Trustee pursuant to this Article shall also be afforded such
          Paying Agent, Authenticating Agent, Calculation Agent or Transfer
          Agent and Securities Registrar.

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<PAGE>

Section 6.4. Not Responsible for Recitals or Issuance of Securities.

          The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company and the Guarantor, 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, of the
Guarantee or of the Securities. 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 6.5. May Hold Securities.

          The Trustee, any Authenticating Agent, any Paying Agent, any
Securities Registrar or any other agent of the Company or the Guarantor, in its
individual or any other capacity, may become the owner or pledgee of Securities
and, subject to Sections 6.8 and 6.13, may otherwise deal with the Company or
the Guarantor with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Securities Registrar or such other agent.

Section 6.6. 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. The Trustee shall be
under no liability for interest on any money received by it hereunder, except as
otherwise agreed with the Company.

Section 6.7. Compensation and Reimbursement.

          (a)  The Company and the Guarantor jointly and severally agree:

               (i)  to pay to the Trustee from time to time reasonable
          compensation for all services rendered by it hereunder in such amounts
          as the Trustee shall agree from time to time (which compensation shall
          not be limited by any provision of law in regard to the compensation
          of a trustee of an express trust);

               (ii) 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 (including the
          reasonable compensation and the expenses and disbursements of its
          agents and counsel),

                                      -49-
<PAGE>

          except any such expense, disbursement or advance as may be
          attributable to its negligence or bad faith; and

               (iii) to indemnify the Trustee and its officers, directors,
          agents and employees for, and to hold them harmless against, any loss,
          liability, damage, claim or expense (including the reasonable
          compensation, expenses and disbursements of its agents and counsel)
          incurred without negligence or bad faith, arising out of or in
          connection with the acceptance or administration of this trust or the
          performance of the Trustee's duties hereunder, including the costs and
          expenses of defending itself against any claim or liability in
          connection with the exercise or performance of any of its powers or
          duties hereunder.

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

          (c)  Without prejudice to any other rights available to the Trustee
under applicable law, when the Trustee incurs expenses or renders services after
an Event of Default specified in Section 5.1(g) or 5.1(h) occurs, the expenses
(including the reasonable charges and expenses of its agents and counsel) and
the compensation for the services are intended to constitute expenses of
administration under any applicable federal, state or foreign bankruptcy,
insolvency or other similar law.

          (d)  The obligations of the Company under this Section shall survive
the satisfaction and discharge of this Indenture, the defeasance of the
Securities and the earlier resignation or removal of the Trustee.

Section 6.8. Conflicting Interests.

          If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series or under any other indenture with respect to
securities issued by the Company or issued or guaranteed by the Guarantor.

                                      -50-
<PAGE>

Section 6.9. Corporate Trustee Required; Eligibility.

          There shall at all times be one (and only one) Trustee hereunder with
respect to the Securities of each series, which may be the Trustee hereunder for
Securities of one or more other series. Each Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least $50,000,000. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this Section
and to the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee with respect to the Securities of any series 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. Neither the Company nor any Person directly or indirectly controlling,
controlled by or under common control with the Company shall serve as Trustee
for the Securities of any series issued hereunder.

Section 6.10. Resignation and Removal; Appointment of Successor.

          (a)  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 under Section 6.11.

          (b)  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 an
instrument of acceptance by a successor Trustee 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 the Securities of such
series.

          (c)  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 aggregate
principal amount of the Outstanding Securities of such series, delivered to the
Trustee and to the Company.

          (d)  If at any time:

               (i)  the Trustee shall fail to comply with Section 6.8 after
          written request therefor by the Company or by any Holder who has been
          a bona fide Holder of a Security for at least six months, or

               (ii) the Trustee shall cease to be eligible under Section 6.9 and
          shall fail to resign after written request therefor by the Company or
          by any such Holder, or

                                      -51-
<PAGE>

               (iii) 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, (x) the Company, by a Board Resolution, may remove the
Trustee with respect to the Securities of all series issued hereunder or (y)
subject to Section 5.14, any such Holder may, on behalf of such Holder and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee with respect to the Securities of all series issued
hereunder and the appointment of a successor Trustee or Trustees.

          (e)  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 a Board
Resolution, shall promptly appoint a successor Trustee with respect to the
Securities of that or those series. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in aggregate 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, become the successor Trustee with respect to the Securities of such
series and 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 and accepted appointment in the
manner required by Section 6.11, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, subject to Section 5.14, on
behalf of such Holder 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.

          (f)  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
to all Holders of Securities of such series. 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.

Section 6.11. Acceptance of Appointment by Successor.

          (a)  In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument

                                      -52-
<PAGE>

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 of the retiring Trustee; but, on the request of the
Company or the successor Trustee, such retiring Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder.

          (b)  In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
Guarantor (if a Guarantee is in effect with respect to any Securities) the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (i) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each 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, (ii)
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 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
(iii) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; 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 and each 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 request of the Company or any successor Trustee, such
retiring Trustee shall, upon payment of its charges, duly assign, transfer and
deliver to such successor Trustee all 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.

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

                                      -53-
<PAGE>

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

Section 6.12. 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 trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any 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, and in case any
Securities shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor Trustee or in
the name of such successor Trustee, and in all cases the certificate of
authentication shall have the full force which it is provided anywhere in the
Securities or in this Indenture that the certificate of the Trustee shall have.

Section 6.13. Preferential Collection of Claims Against Company or Guarantor.

          If and when the Trustee shall be or become a creditor of the Company
or the Guarantor (or any other obligor upon the Securities), the Trustee shall
be subject to the provisions of the Trust Indenture Act regarding the collection
of claims against the Company or the Guarantor (or any such other obligor).

Section 6.14. Appointment of Authenticating Agent.

          (a)  The Trustee may appoint an Authenticating Agent or Agents with
respect to one or more series of Securities which shall be authorized to act on
behalf of the Trustee to authenticate Securities of such series issued upon
original issue (in accordance with procedures acceptable to the Trustee) and
upon exchange, registration of transfer or partial redemption thereof or
pursuant to Section 3.7, 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

                                      -54-
<PAGE>

Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, or of any State
thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by Federal or State
authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

          (b)  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 trust business of an Authenticating Agent, shall be the successor
an 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.

          (c)  An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to 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 to 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 eligible under the provisions of this Section, which shall be acceptable
to the Company, and shall give notice of such appointment to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve. 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.

          (d)  The Company and the Guarantor jointly and severally agree to pay
to each Authenticating Agent from time to time reasonable compensation for its
services under this Section.

          (e)  If an appointment of an Authenticating Agent with respect to one
or more series is made pursuant to this Section, the Securities of such series
may have endorsed thereon, in addition to the Trustee's certificate of
authentication, an alternative certificate of authentication in the following
form:

                                      -55-
<PAGE>

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

Dated:                                  THE CHASE MANHATTAN BANK,
                                        As Trustee



                                        By.......................,
                                        As Authenticating Agent



                                        By........................
                                        Authorized Officer


                                  ARTICLE VII

               Holder's Lists and Reports by Trustee and Company



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

          The Company will furnish or cause to be furnished to the Trustee

               (a)  15 days after each Regular Record Date, a list, in such form
          as the Trustee may reasonably require, of the names and addresses of
          the Holders of Securities of each series as of such Regular Record
          Date; and

               (b)  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;

in each case to the extent such information is in the possession or control of
the Company and has not otherwise been received by the Trustee in its capacity
as Securities Registrar.

                                      -56-
<PAGE>

Section 7.2. Preservation of Information; Communications to Holders.

          (a)  The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.1 and the names and
addresses of Holders received by the Trustee in its capacity as Securities
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.1 upon receipt of a new list so furnished.

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

          (c)  Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that none of the Company, the Trustee or
any agent of either of them shall be held accountable by reason of any
disclosure of information as to the names and addresses of Holders made pursuant
to the Trust Indenture Act.

Section 7.3. Reports by Trustee.

          (a)  If required by Section 3.13(a) of the Trust Indenture Act, the
Trustee shall, within 60 days after each September 15 following the date of this
Indenture, deliver to the Holders a brief report, dated as of such September 15,
which complies with the provisions of Section 3.13(a) of the Trust Indenture
Act.

          (b)  The Trustee shall transmit to Holders such other reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant thereto.

          (c)  A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each securities exchange
or system upon which any Securities are listed or traded, with the Commission
and with the Company. The Company shall notify the Trustee when any Securities
are listed or traded on any securities exchange or system.

Section 7.4. Reports by Company.

          (a)  The Company shall furnish to the Holders and to prospective
purchasers of Securities that are not registered under the Securities Act, upon
their request, the information required to be furnished pursuant to Rule
144A(d)(4) under the Securities Act.

                                      -57-
<PAGE>

          (b)  The Company and the Guarantor, if applicable, shall file with the
Trustee and with the Commission, and transmit to Holders, such information,
documents and other reports, and such summaries thereof, as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided in
the Trust Indenture; provided, that any such information, documents or reports
required to be filed with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act shall be filed with the Trustee within 15 days after the same is so
required to be filed with the Commission.


                                 ARTICLE VIII

             Consolidation, Merger, Conveyance , Transfer Or Lease


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

          The Company shall not consolidate with or merge into any other Person
or convey, transfer or lease its properties and assets substantially as an
entirety to any Person, and no Person shall consolidate with or merge into the
Company or convey, transfer or lease its properties and assets substantially as
an entirety to the Company, unless:

               (a)  if the Company shall consolidate with or merge into another
          Person or convey, transfer or lease its properties and assets
          substantially as an entirety to any Person, the Person formed by such
          consolidation or into which the Company is merged or the Person that
          acquires by conveyance or transfer, or that leases, the properties and
          assets of the Company substantially as an entirety shall be a
          corporation validly existing under the laws of the United States of
          America, any State thereof or the District of Columbia and shall
          expressly assume, by an indenture supplemental hereto, executed and
          delivered to the Trustee, in form reasonably satisfactory to the
          Trustee, the due and punctual payment of the principal of, any premium
          and interest on all the Securities of every series and the performance
          or observance of every covenant of this Indenture and the Securities
          on the part of the Company to be performed or observed;

               (b)  immediately after giving effect to such transaction, no
          Event of Default, and no event that, after notice or lapse of time or
          both, would become an Event of Default, shall have occurred and be
          continuing; and

               (c)  the Company has 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, any such supplemental indenture comply

                                      -58-
<PAGE>

          with this Article and that all conditions precedent herein provided
          for relating to such transaction have been complied with; and the
          Trustee may rely upon such Officers' Certificate and Opinion of
          Counsel as conclusive evidence that such transaction complies with
          this Section.

Section 8.2. Successor Substituted.

          (a)  Upon any consolidation of the Company with, or merger of the
Company into, any other Person, or any conveyance, transfer or lease by the
Company of its properties and assets substantially as an entirety to any Person
in accordance with Section 8.1, the successor Person formed by such
consolidation 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 Company shall be discharged
from all obligations and covenants under this Indenture and the Securities.

          (b)  Such successor Person may cause to be executed, and may issue
either in its own name or in the name of the Company, any or all of the
Securities issuable hereunder that theretofore shall not have been signed by the
Company and delivered to the Trustee; and, upon the order of such successor
Person instead of the Company and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Securities that previously shall have been signed and
delivered by the officers of the Company to the Trustee for authentication
pursuant to such provisions and any Securities that such successor Person
thereafter shall cause to be executed and delivered to the Trustee on its behalf
for the purpose pursuant to such provisions. All the Securities so issued shall
in all respects have the same legal rank and benefit under this Indenture as the
Securities theretofore or thereafter issued in accordance with the terms of this
Indenture.

          (c)  In case of any such consolidation, merger, sale, conveyance or
lease, such changes in phraseology and form may be made in the Securities
thereafter to be issued as may be appropriate.

Section 8.3. Guarantor May Consolidate, Etc., Only on Certain Terms.

          The Guarantor shall not consolidate with or merge into any other
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, and no Person shall consolidate with or merge into
the Guarantor or convey, transfer or lease its properties and assets
substantially as an entirety to the Guarantor, unless:

                                      -59-
<PAGE>

               (a)  if the Guarantor shall consolidate with or merge into
          another Person or convey, transfer or lease its properties and assets
          substantially as an entirety to any Person, the Person formed by such
          consolidation or into which the Guarantor is merged or the Person that
          acquires by conveyance or transfer, or that leases, the properties and
          assets of the Guarantor substantially as an entirety shall be a
          corporation validly existing under the laws of the United States of
          America, any State thereof, the District of Columbia or Bermuda and
          shall expressly assume, by an indenture supplemental hereto, executed
          and delivered to the Trustee, in form reasonably satisfactory to the
          Trustee, the due and punctual payment of the Guarantee with respect to
          each Guaranteed Security and the performance or observance of every
          covenant of this Indenture on the part of the Guarantor to be
          performed or observed;

               (b)  immediately after giving effect to such transaction, no
          Event of Default, and no event that, after notice or lapse of time or
          both, would become an Event of Default, shall have occurred and be
          continuing; and

               (c)  the Guarantor has delivered to the Trustee a Guarantor's
          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, any such supplemental indenture comply with this Article
          and that all conditions precedent herein provided for relating to such
          transaction have been complied with; and the Trustee may rely upon
          such Guarantor's Officers' Certificate and such Opinion of Counsel as
          conclusive evidence that such transaction complies with this Section.

Section 8.4. Successor Substituted.

          (a)  Upon any consolidation of the Guarantor with, or merger of the
Guarantor into, any other Person, or any conveyance, transfer or lease by the
Guarantor of its properties and assets substantially as an entirety to any
Person in accordance with Section 8.3, the successor Person formed by such
consolidation or into which the Guarantor 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 Guarantor under this Indenture with the
same effect as if such successor Person had been named as the Guarantor herein,
and thereafter, except in the case of a lease, the Guarantor shall be discharged
from all obligations and covenants under this Indenture, the Guarantees and the
Securities.

          (b)  Such successor Person may cause to be executed, and may issue
either in its own name or in the name of the Guarantor, any or all of the
Guarantees issuable hereunder that theretofore shall not have been signed by the
Guarantor and

                                      -60-
<PAGE>

delivered to the Trustee; and, upon the order of such successor Person instead
of the Guarantor and subject to all the terms, conditions and limitations in
this Indenture prescribed, the Trustee shall deliver any Guarantees that
previously shall have been signed and delivered by the officers of the Guarantor
to the Trustee pursuant to such provisions and any Guarantees that such
successor Person thereafter shall cause to be executed and delivered to the
Trustee on its behalf for the purpose pursuant to such provisions. All the
Guarantees so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Guarantees theretofore or thereafter issued in
accordance with the terms of this Indenture.

          (c)  In case of any such consolidation, merger, sale, conveyance or
lease, such changes in phraseology and form may be made in the Securities and
Guarantees thereafter to be issued as may be appropriate.

                                  ARTICLE IX

                            Supplemental Indentures


Section 9.1. Supplemental Indentures Without Consent of Holders.

          Without the consent of any Holders, the Company, when authorized by a
Board Resolution, the Guarantor (if the Securities established or affected by
such supplemental indenture are Guaranteed Securities), when authorized by a
Guarantor Board Resolution, and the Trustee, at any time and from time to time,
may enter into one or more indentures supplemental hereto, in form satisfactory
to the Trustee, for any of the following purposes:

               (a)  to establish the form or terms of Securities of any series
          as permitted by Sections 2.1 or 3.1 or to establish the form of a
          Guarantee with respect to the Securities of any series as permitted by
          Section 2.5; or

               (b)  to evidence the succession of another Person to the Company
          or the Guarantor, if applicable, and the assumption by any such
          successor of the covenants of the Company or the Guarantor, if
          applicable, herein and in the Securities or the Guarantee; or

               (c)  to add to the covenants of the Company or the Guarantor for
          the benefit of the Holders of all or any series of Securities (and if
          such covenants are to be for the benefit of less than all series of
          Securities, stating that such covenants are expressly being included
          solely for the benefit of such series) or to surrender any right or
          power herein conferred upon the Company or the Guarantor; or

                                      -61-
<PAGE>

               (d)  to add any additional Events of Default for the benefit of
          the Holders of all or any series of Securities (and if such additional
          Events of Default are to be for the benefit of less than all series of
          Securities, stating that such additional Events of Default are
          expressly being included solely for the benefit of such series); or

               (e)  to add to, change or eliminate any of the provisions of this
          Indenture in respect of one or more series of Securities, provided,
          that any such addition, change or elimination (i) shall become
          effective only when there is no Outstanding Security of any series
          created prior to the execution of such supplemental indenture that is
          entitled to the benefit of such provision or (ii) shall not apply to
          any Outstanding Securities; or

               (f)  to convey, transfer, assign, mortgage or pledge any property
          to or with the Trustee for the purposes of securing the Securities; or

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

               (h)  to cure any ambiguity, to correct or supplement any
          provision herein that 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, provided, that such
          action shall not adversely affect the interests of the Holders of
          Securities of any series in any material respect; or

               (i)  to comply with the requirements of the Commission in order
          to effect or maintain qualification of this Indenture under the Trust
          Indenture Act.

Section 9.2. Supplemental Indentures With Consent of Holders.

          (a)  With the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities of each series affected
by such supplemental indenture, by Act of such Holders delivered to the Company,
the Guarantor (if such affected Securities are Guaranteed Securities) and the
Trustee, the Company (by a Board Resolution), the Guarantor (by a Guarantor
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; provided, that no such

                                      -62-
<PAGE>

supplemental indenture shall, without the consent of the Holder of each
Outstanding Security of each series affected thereby,

                    (i)   change the Stated Maturity of the principal of, any
               premium or interest on or Additional Amounts with respect to, any
               Security, or reduce the principal amount of any Security or the
               rate of interest thereon or any premium payable upon the
               redemption thereof or otherwise, or reduce the principal amount
               of a Security that would be due and payable upon a declaration of
               acceleration of the Maturity thereof pursuant to Section 5.2,
               modify the calculation of the rate of interest on any Security or
               change the date on which any Senior Note may be redeemed, or
               change the Place of Payment where, or the coin or currency in
               which, any Guarantee or any Security or any premium or interest
               thereon or any Additional Amounts with respect thereto are
               payable, or impair the right to institute suit for the
               enforcement of any payment on or after the Stated Maturity
               thereof or, in the case of redemption on or with respect to any
               Securities, on or after the Redemption Date, or

                    (ii)  reduce the percentage in aggregate principal amount of
               the Outstanding Securities of any series, the consent of whose
               Holders is required to enter into any such supplemental
               indenture, or the consent of whose Holders is required for any
               waiver of compliance with any provisions of this Indenture or any
               default hereunder and their consequences provided for in this
               Indenture, or

                    (iii) modify any of the provisions of this Section, Section
               5.13 or Section 10.11, 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; provided, that this clause
               shall not be deemed to require the consent of any Holder with
               respect to changes in the references to "the Trustee" and
               concomitant changes in this Section and Section 10.11, or the
               deletion of this proviso, in accordance with the requirements of
               Sections 6.11 and 9.1(g), or

                    (iv)  if the Securities are Guaranteed Securities, reduce
               any amount payable under, delay or defer the required time of
               payment under, or impair the right to institute suit to enforce
               any payment under the Guarantee, or

                    (v)   modify the terms of the Guarantee contained in Article
XIV in any manner adverse to the Holders.

          (b)  A supplemental indenture that changes or eliminates any covenant
or other provision of this Indenture that has expressly been included solely for
the benefit of one or more particular series of Securities, or which modifies
the rights of the Holders of Securities of such series with respect to such
covenant or other

                                      -63-
<PAGE>

provision, shall be deemed not to affect the rights under this Indenture of the
Holders of Securities of any other series.

          (c)  It shall not be necessary for any Act of Holders 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.

          In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and 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. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture that affects the Trustee's own rights, duties,
responsibilities 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 Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

Section 9.5. 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 9.6. 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 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, with, if applicable, a
Guarantee endorsed thereon, duly executed by the Guarantor.

                                      -64-
<PAGE>

                                   ARTICLE X

                                   Covenants

Section 10.1. Payment of Principal, Premium and Interest.

          The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of and any premium
and interest on the Securities of that series in accordance with the terms of
such Securities and this Indenture.

Section 10.2. Maintenance of Office or Agency.

          (a)  The Company and the Guarantor will maintain in each Place of
Payment for any series of Securities an office or agency where Securities of
that series and the related Guarantee may be presented or surrendered for
payment, where Securities of that series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company or the
Guarantor in respect of the Securities of that series, the related Guarantee and
this Indenture may be served. The Company and the Guarantor initially appoint
the Trustee, acting through its Corporate Trust office, as its agent for such
purposes. The Company or the Guarantor will give prompt written notice to the
Trustee of any change in the location of any such office or agency. If at any
time the Company or the Guarantor shall fail to maintain such 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, and the Company and the Guarantor hereby
appoint the Trustee as their agent to receive all such presentations,
surrenders, notices and demands.

          (b)  The Company or the Guarantor may also from time to time designate
one or more other offices or agencies where the Securities of one or more series
and the related Guarantee may be presented or surrendered for any or all of such
purposes and may from time to time rescind such designations; provided, that no
such designation or rescission shall in any manner relieve the Company and the
Guarantor of their obligations to maintain an office or agency in each Place of
Payment for Securities of any series and the related Guarantee for such
purposes. The Company or the Guarantor will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location
of any such office or agency.

                                      -65-
<PAGE>

Section 10.3. Money for Security Payments to be Held in Trust.

          (a)  If the Company shall at any time act as its own Paying Agent or
if the Guarantor shall act as Paying Agent with respect to any series of
Securities, it will, on or before each due date of the principal of or any
premium or interest on any of the Securities of that series, segregate and hold
in trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal and any premium or interest so becoming due until such sums shall
be paid to such Persons or otherwise disposed of as herein provided, and will
promptly notify the Trustee in writing of its action or failure so to act. If
the Guarantor shall at any time act as its own Paying Agent with respect to the
Guarantee, it will, on or before each date on which amounts payable under the
Guarantee are due and payable, segregate and hold in trust for the benefit of
the Persons entitled thereto a sum sufficient to pay all amounts then due and
payable under the Guarantee until such sums shall be paid to such Persons or
otherwise disposed of as herein provided, and will promptly notify the Trustee
in writing of its action or failure so to act.

          (b)  Whenever the Company shall have one or more Paying Agents (other
than the Guarantor) for any series of Securities, it will, prior to 10:00 a.m.,
New York City time, on each due date of the principal of or any premium or
interest on any Securities of that series, deposit with a Paying Agent a sum
sufficient to pay such amount, such sum to be held as provided in the Trust
Indenture Act, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act. Whenever the
Guarantor shall have one or more Paying Agents for the Guarantee of any
Guaranteed Security, it will, prior to 10:00 a.m., New York City time, on each
date that amounts are due under such Guarantee, deposit with a Paying Agent a
sum sufficient to pay such amount, such sum to be held as provided in the Trust
Indenture Act and (unless such Paying Agent is the Trustee) the Guarantor will
promptly notify the Trustee in writing of its action or failure to so act.

          (c)  The Company will cause each Paying Agent for any series of
Securities other than the Trustee or the Guarantor and the Guarantor will cause
each Paying Agent for the Guarantee other than the Trustee to execute and
deliver to the Trustee an instrument in which such Paying Agent shall agree with
the Trustee, subject to the provisions of this Section, that such Paying Agent
will (i) comply with the provisions of the Trust Indenture Act applicable to it
as a Paying Agent and (ii) during the continuance of any default by the Company
(or any other obligor upon the Securities of that series) in the making of any
payment in respect of the Securities of that series, upon the written request of
the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying
Agent for payment in respect of the Securities of that series.

          (d)  The Company or the Guarantor may at any time, for the purpose of
obtaining the satisfaction and discharge of this Indenture or for any other
purpose,

                                      -66-
<PAGE>

pay, or by Company Order or Guarantor Order, as the case may be, direct any
Paying Agent to pay, to the Trustee all sums held in trust by the Company, the
Guarantor or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company, the
Guarantor or such Paying Agent; and, upon such payment by any Paying Agent to
the Trustee, such Paying Agent shall be released from all further liability with
respect to such money.

          (e)  Any money deposited with the Trustee or any Paying Agent, or then
held by the Company or the Guarantor, in trust for the payment of the principal
of or any premium or interest on any Security of any series and remaining
unclaimed for two years after such principal, premium or interest has become due
and payable shall (unless otherwise required by mandatory provision of the
applicable escheat or abandoned or unclaimed property law) be paid on Company
Request to the Company, (or, if deposited by the Guarantor, paid on Guarantor
Request to the Guarantor) or (if then held by the Company or the Guarantor)
shall (unless otherwise required by mandatory provision of the applicable
escheat or abandoned or unclaimed property law) be discharged from such trust;
and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company and the Guarantor, if applicable, 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 or Guarantor as trustee
thereof, shall thereupon cease; provided, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company or the Guarantor, if applicable, cause to be published once, in a
newspaper published in the English language, customarily published on each
Business Day and of general circulation in the Borough of Manhattan, The City of
New York, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to the Company or the Guarantor, if applicable.

Section 10.4. Statement by Officers as to Compliance.

          The Company shall deliver to the Trustee, within 120 days after the
end of each fiscal year of the Company ending after the date hereof, an
Officers' Certificate (one of the signatories to which shall be the principal
financial officer, principal executive officer or principal accounting officer
of the Company) covering the preceding fiscal year, stating whether or not to
the knowledge of the signers thereof the Company is in default in the
performance and observance of any of the terms, provisions and conditions of
this Indenture (without regard to any grace period or requirement of notice
provided hereunder) and, if the Company shall be in default, specifying all such
defaults and the nature and status thereof of which they may have knowledge.

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<PAGE>

Section 10.5. Statement by Guarantor's Officers as to Compliance.

          The Guarantor shall deliver to the Trustee, within 120 days after the
end of each fiscal year of the Guarantor ending after the date hereof, a
Guarantor's Officers' Certificate (one of the signatories to which shall be the
principal financial officer, principal executive officer or principal accounting
officer of the Guarantor) covering the preceding fiscal year, stating whether or
not to the knowledge of the signers thereof the Guarantor is in default in the
performance and observance of any of the terms, provisions and conditions of
this Indenture (without regard to any grace period or requirement of notice
provided hereunder) and, if the Guarantor shall be in default, specifying all
such defaults and the nature and status thereof of which they may have
knowledge.

Section 10.6. Existence.

          Subject to Article VIII and Section 10.9, each of the Company and the
Guarantor shall do or cause to be done all things necessary to preserve and keep
in full force and effect its and its Subsidiaries' existence, rights (charter
and statutory) and franchises; provided, however, that neither the Company nor
the Guarantor shall be required to preserve any such right or franchise if the
Company's Board of Directors or the Guarantor's Board of Directors, as the case
may be, shall determine that the preservation thereof is no longer desirable in
the conduct of the business of the Company or the Guarantor, as the case may be,
and that the loss thereof is not disadvantageous in any material respect to the
Holders.

Section 10.7. Payment of Taxes and Other Claims.

          Each of the Company and the Guarantor shall pay or discharge or cause
to be paid or discharged, before the same shall become delinquent, (1) all
material taxes, assessments and governmental charges levied or imposed upon the
Company or the Guarantor, as the case may be, or any of their respective
Subsidiaries or upon the income, profits or property thereof, and (2) all
material lawful claims for labor, materials and supplies which, if unpaid, might
by law become a lien upon the property of the Company or the Guarantor, as the
case may be, or any of their respective Subsidiaries; provided, however, that
neither the Company nor the Guarantor shall be required to pay or discharge or
cause to be paid or discharged any such tax, assessment, charge or claim whose
amount, applicability or validity is being contested in good faith by
appropriate proceedings and for which adequate reserves have been established to
the extent required by generally accepted accounting principles.

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<PAGE>

Section 10.8. Limitation on Liens on Stock of Significant Subsidiaries.

          Neither the Company (so long as any Securities are Outstanding) nor
the Guarantor (so long as any Guaranteed Securities are outstanding) shall, and
neither the Company (so long as any Securities are Outstanding) nor the
Guarantor (so long as any Guaranteed Securities are outstanding) shall permit
any of its Significant Subsidiaries at any time, directly or indirectly, to,
create, assume, incur, or otherwise permit to exist any Debt secured by any Lien
upon any shares of capital stock of any such Significant Subsidiary (whether
such shares of stock are now owned or hereafter acquired) without effectively
providing concurrently that the Securities or the Guarantee, as the case may be,
(and, if the Company or the Guarantor, as the case may be, so elects, any other
Debt of the Company or the Guarantor, as the case may be, that ranks equally
with the Securities or the Guarantee, as the case may be,) shall be secured
equally and ratably with or prior to such Debt for at least the time period such
other Debt is so secured; provided, that this Section shall not apply, with
respect to the Securities of any series, to any Debt existing on the date of the
first issuance of Securities of such series that is so secured and any renewals,
extensions or refundings of such Debt.

Section 10.9. Limitation on Disposition of Stock of Significant Subsidiaries.

          Subject to the provisions of Article VIII, neither the Company (so
long as any Securities are Outstanding) nor the Guarantor (so long as any
Guaranteed Securities are outstanding) will sell, transfer or otherwise dispose
of any shares of capital stock of any of its Significant Subsidiaries, and
neither the Company (so long as any Securities are Outstanding) nor the
Guarantor (so long as any Guaranteed Securities are outstanding) will permit any
such Significant Subsidiary to sell, transfer or otherwise dispose of any shares
of capital stock of any other of its Significant Subsidiaries. Notwithstanding
the foregoing, (i) the Company or the Guarantor may merge or consolidate any of
its Significant Subsidiaries into or with another direct or indirect Subsidiary
of the Company or the Guarantor and (ii) the Company or the Guarantor may,
subject to the provisions of Article VIII, sell, transfer or otherwise dispose
of the entire capital stock of any of its Significant Subsidiaries at one time
for consideration consisting of cash or other property which is at least equal
to the fair market value thereof as determined by the Board of Directors
pursuant to a Board Resolution or by the Guarantor's Board of Directors pursuant
to a Guarantor Board Resolution, in each case adopted in good faith.

Section 10.10. Original Issue Discount.

          For each year during which any Discount Securities are Outstanding,
the Company shall furnish to each Paying Agent in a timely fashion such
information as may be reasonably requested by each Paying Agent in order that
each Paying

                                      -69-
<PAGE>

Agent may prepare the information which it is required to report for such year
on Internal Revenue Service Forms 1096 and 1099 pursuant to Section 6049 of the
Internal Revenue Code of 1986, as amended. Such information shall include the
amount of original issue discount includible in income for each $25 of principal
amount at Stated Maturity of outstanding Securities during such year.

Section 10.11. Waiver of Certain Covenants.

          Except as otherwise specified as contemplated by Section 3.1 for
Securities of such series, the Company or the Guarantor, if applicable, may,
with respect to the Securities of any series, omit in any particular instance to
comply with any covenant in Section 10.8 or 10.9 or provided pursuant to Section
3.1 or Section 9.1(a) or (c) for the benefit of the Holders of such series if
before or after the time for such compliance the Holders of at least a majority
in aggregate principal amount of the Outstanding Securities of such series
shall, by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such covenant, but no such waiver shall extend
to or affect such covenant, except to the extent so expressly waived, and, until
such waiver shall become effective, the obligations of the Company or the
Guarantor, if applicable, in respect of any such covenant shall remain in full
force and effect.

                                  ARTICLE XI

                           Redemption of Securities

Section 11.1. Applicability of Article.

          Securities of any series that are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 3.1 for such Securities) in
accordance with this Article.

Section 11.2. Election to Redeem; Notice to Trustee.

          The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution or in another manner specified as contemplated
by Section 3.1 for such Securities. In case of any redemption at the election of
the Company, 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 of such Redemption Date and of the principal amount
of Securities of such series to be redeemed. In the case of any redemption of
Securities (a) prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or

                                      -70-
<PAGE>

elsewhere in this Indenture or (b) pursuant to an election of the Company that
is subject to a condition specified in the terms of such Securities or elsewhere
in this Indenture, the Company shall furnish the Trustee with an Officers'
Certificate evidencing compliance with such restriction or condition.

Section 11.3. Selection of Securities to be Redeemed.

          (a)  If less than all the Securities of any series 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 a portion of the principal amount of any Security of such series,
provided, that the unredeemed portion of the principal amount of any Security
shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security.

          (b)  The Trustee shall promptly notify the Company 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 Security redeemed or to be redeemed only in part, to the portion of the
principal amount of such Security that has been or is to be redeemed and, if
less than all the Outstanding Securities of any series consisting of a single
Security are to be redeemed, the principal amount of the particular Security to
be redeemed.

          (c)  The provisions of paragraphs (a) and (b) of this Section shall
not apply with respect to any redemption affecting only a single Security,
whether such Security is to be redeemed in whole or in part. In the case of any
such redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

Section 11.4. Notice of Redemption.

          (a)  Notice of redemption shall be given not less than 30 nor more
than 60 days prior to the Redemption Date, to each Holder of Securities to be
redeemed.

          (b)  With respect to Securities of each series to be redeemed, each
notice of redemption shall state:

               (i)   the Redemption Date;

                                      -71-
<PAGE>

               (ii)  the Redemption Price or, if the Redemption Price cannot be
          calculated prior to the time the notice is required to be sent, the
          estimate of the Redemption Price, as calculated by the Company,
          together with a statement that it is an estimate and that the actual
          Redemption Price will be calculated on the day provided by the terms
          of such Securities (and if an estimate is provided, a further notice
          shall be sent of the actual Redemption Price on the date that such
          Redemption Price is calculated);

               (iii) if less than all Outstanding Securities of such series are
          to be redeemed, the identification (and, in the case of partial
          redemption, the principal amounts) of the particular Securities to be
          redeemed;

               (iv)  that on the Redemption Date the Redemption Price will
          become due and payable upon each such Security or portion thereof, and
          that interest thereon shall cease to accrue on and after said date;

               (v)   the place or places where such Securities are to be
          surrendered for payment of the Redemption Price;

               (vi)  that the redemption is for a sinking fund, if such is the
          case; and

               (vii) such other provisions as may be required in respect of the
          terms of such Securities.

          (c)  Unless otherwise specified with respect to any Securities in
accordance with Section 3.1, with respect to any redemption of Securities at the
election of the Company, unless, upon the giving of notice of such redemption,
Defeasance shall have been effected with respect to such Securities pursuant to
Section 13.2, such notice may state that such redemption shall be conditional
upon the receipt by the Trustee or the Paying Agent for such Securities, on or
prior to the date fixed for such redemption, of money sufficient to pay the
principal of and any premium and interest on such Securities and that if such
money shall not have been so received such notice shall be of no force or effect
and the Company shall not be required to redeem such Securities. In the event
such notice of redemption contains such a condition and such money is not so
received, the redemption shall not be made and within a reasonable time
thereafter notice shall be given, in the same manner in which the notice of
redemption was given, that such money was not so received and such redemption
was not required to be made, and the Trustee or Paying Agent for the Securities
otherwise to have been redeemed shall promptly return to the Holders thereof any
of such Securities that had been surrendered for payment upon such redemption.

          (d)  Notice of redemption of Securities to be redeemed at the election
of the Company shall be given by the Company or, at the Company's request, by
the

                                      -72-
<PAGE>

Trustee in the name and at the expense of the Company, subject to paragraph (c)
of this Section, and shall be irrevocable. The notice if mailed in the manner
provided above shall be conclusively presumed to have been duly given, whether
or not the Holder receives such notice. In any case, a failure to give such
notice by mail or any defect in the notice to the Holder of any Security
designated for redemption as a whole or in part shall not affect the validity of
the proceedings for the redemption of any other Security.

Section 11.5. Deposit of Redemption Price.

          Prior to 10:00 a.m., New York City time, on any Redemption Date, the
Company or the Guarantor, if applicable, shall deposit with the Trustee or with
one or more Paying Agents (or, if the Company is acting as its own Paying Agent
with respect to such Securities or if the Guarantor is acting as Paying Agent
with respect to such Securities or if the Guarantor is acting as its own Paying
Agent with respect to the related Guarantee, segregate and hold in trust as
provided in Section 10.3) an amount of money sufficient to pay the Redemption
Price of, and accrued interest on, all the Securities (or portions thereof) that
are to be redeemed on that date.

Section 11.6. Payment of Securities Called for Redemption.

          (a)  Except as provided in Section 11.4(c), after notice of redemption
has been given, the Securities to be redeemed shall become due and payable on
the Redemption Date at the place or places stated in such notice at the
Redemption Price, together with accrued interest to the Redemption Date. Upon
surrender of such Securities at a Place of Payment specified in such notice,
such Securities shall be paid and redeemed by the Company at the Redemption
Price, together with accrued interest to the Redemption Date; provided, that,
unless otherwise specified as contemplated by Section 3.1, installments of
interest whose Stated Maturity is on or prior to the Redemption Date will be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 3.8.

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

                                      -73-
<PAGE>

Section 11.7. Securities Redeemed in Part.

          Upon presentation of any Security redeemed in part only, the Company
shall execute and the Trustee shall authenticate and deliver to the Holder
thereof, at the expense of the Company, a new Security or Securities of the same
series, of authorized denominations, in aggregate principal amount equal to the
unredeemed portion of the Security so presented and having the same Original
Issue Date, Stated Maturity and terms, with, if applicable, a Guarantee endorsed
thereon, duly executed by the Guarantor.

                                  ARTICLE XII

                                 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 any series except as otherwise specified as
contemplated by Section 3.1 for such Securities. The minimum amount of any
sinking fund payment provided for by the terms of any Securities of any series
is herein referred to as a "mandatory sinking fund payment", and any sinking
fund payment in excess of such minimum amount that is permitted to be made by
the terms of such Securities of any series is herein referred to as an "optional
sinking fund payment". If provided for by the terms of any 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 such
Securities.

Section 12.2. Satisfaction of Sinking Fund Payments with Securities.

          In lieu of making all or any part of a mandatory sinking fund payment
with respect to any Securities of a series in cash, the Company may at its
option, at any time no more than 16 months and no less than 60 days prior to the
date on which such sinking fund payment is due, deliver to the Trustee
Securities of such series theretofore purchased or otherwise acquired by the
Company, except Securities of such series that have been redeemed through the
application of mandatory or optional sinking fund payments pursuant to the terms
of the Securities of such series, accompanied by a Company Order instructing the
Trustee to credit such obligations and stating that the Securities of such
series were originally issued by the Company by way of bona fide sale or other
negotiation for value; provided, that the Securities to be so credited have not
been previously so credited. The Securities to be so credited shall be received
and credited for such purpose by the Trustee at the

                                      -74-
<PAGE>

Redemption Price for such Securities, as specified in the Securities so to be
redeemed, for redemption through operation of the sinking fund and the amount of
such sinking fund payment shall be reduced accordingly.

Section 12.3. Redemption of Securities for Sinking Fund.

          (a)  Not less than 60 days prior to each sinking fund payment date for
any series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
such Securities pursuant to the terms of such Securities, the portion thereof,
if any, which is to be satisfied by payment of cash in the currency in which the
Securities of such series are payable (except as provided pursuant to Section
3.1) and the portion thereof, if any, that is to be satisfied by delivering and
crediting Securities pursuant to Section 12.2 and stating the basis for such
credit and that such Securities have not been previously so credited, and will
also deliver to the Trustee any Securities to be so delivered. Such Officers'
Certificate shall be irrevocable and upon its delivery the Company shall be
obligated to make the cash payment or payments therein referred to, if any, on
or before the succeeding sinking fund payment date. In the case of the failure
of the Company to deliver such Officers' Certificate (or, as required by this
Indenture, the Securities specified in such Officers' Certificate) by the due
date therefor, the sinking fund payment due on the succeeding sinking fund
payment date for such series shall be paid entirely in cash and shall be
sufficient to redeem the principal amount of the Securities of such series
subject to a mandatory sinking fund payment without the right to deliver or
credit securities as provided in Section 12.2 and without the right to make the
optional sinking fund payment with respect to such series at such time.

          (b)  Any sinking fund payment or payments (mandatory or optional) made
in cash plus any unused balance of any preceding sinking fund payments made with
respect to the Securities of any particular series shall be applied by the
Trustee (or by the Company if the Company is acting as its own Paying Agent or
by the Guarantor if the Guarantor is acting as Paying Agent) on the sinking fund
payment date on which such payment is made (or, if such payment is made before a
sinking fund payment date, on the sinking fund payment date immediately
following the date of such payment) to the redemption of Securities of such
series at the Redemption Price specified in such Securities with respect to the
sinking fund. Any sinking fund moneys not so applied or allocated by the Trustee
(or, if the Company is acting as its own Paying Agent or the Guarantor is acting
as Paying Agent, segregated and held in trust by the Company or the Guarantor as
provided in Section 10.3) for such series and together with such payment (or
such amount so segregated) shall be applied in accordance with the provisions of
this Section 12.3. Any and all sinking fund moneys with respect to the
Securities of any particular series held by the Trustee (or if the Company is
acting as its own Paying Agent or the Guarantor is acting as Paying Agent,
segregated and held in trust as provided in Section 10.3) on

                                      -75-
<PAGE>

the last sinking fund payment date with respect to Securities of such series and
not held for the payment or redemption of particular Securities of such series
shall be applied by the Trustee (or by the Company if the Company is acting as
its own Paying Agent or by the Guarantor if the Guarantor is acting as Paying
Agent), together with other moneys, if necessary, to be deposited (or
segregated) sufficient for the purpose, to the payment of the principal of the
Securities of such series at Maturity. 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. On or before each
sinking fund payment date, the Company or the Guarantor, if applicable, shall
pay to the Trustee (or, if the Company is acting as its own Paying Agent or the
Guarantor is acting as Paying Agent, segregate and hold in trust as provided in
Section 10.3) in cash a sum in the currency in which Securities of such series
are payable (except as provided pursuant to Section 3.1) equal to the principal
and any premium and interest accrued to the Redemption Date for Securities or
portions thereof to be redeemed on such sinking fund payment date pursuant to
this Section 12.3 and any Additional Amounts with respect thereto.

          (c)  Neither the Trustee nor the Company shall redeem any Securities
of a series with sinking fund moneys or mail any notice of redemption of
Securities of such series by operation of the sinking fund for such series
during the continuance of a default in payment of interest, if any, on any
Securities of such series or of any Event of Default (other than an Event of
Default occurring as a consequence of this paragraph) with respect to the
Securities of such series, except that if the notice of redemption shall have
been provided in accordance with the provisions hereof, the Trustee, or the
Company, (if the Company is then acting as its own Paying Agent) or the
Guarantor (if the Guarantor is acting as Paying Agent) shall redeem such
Securities if cash sufficient for that purpose shall be deposited with the
Trustee (or segregated by the Company or the Guarantor, as the case may be) for
that purpose in accordance with the terms of this Article. Except as aforesaid,
any moneys in the sinking fund for such series at the time when any such default
or Event of Default shall occur and any moneys thereafter paid into such sinking
fund shall, during the continuance of such default or Event of Default, be held
as security for the payment of the Securities of such series; provided, that in
case such default or Event of Default shall have been cured or waived herein,
such moneys shall thereafter be applied on the next sinking fund payment date
for the Securities of such series on which such moneys may be applied pursuant
to the provisions of this Section 12.3.

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<PAGE>

                                 ARTICLE XIII

                      Defeasance And Covenant Defeasance



Section 13.1. Company's Option to Effect Defeasance or Covenant Defeasance.

          The Company may elect, at its option at any time, to have Section 13.2
or Section 13.3 applied to any Securities or any series of Securities designated
pursuant to Section 3.1 as being defeasible pursuant to such Section 13.2 or
13.3, in accordance with any applicable requirements provided pursuant to
Section 3.1 and upon compliance with the conditions set forth below in this
Article.

Section 13.2. Defeasance and Discharge.

          Upon the Company's exercise of its option (if any) to have this
Section applied to any Securities or any series of Securities, as the case may
be, the Company and the Guarantor, if applicable, shall be deemed to have been
discharged from its obligations with respect to such Securities and under the
Guarantee in respect thereof as provided in this Section on and after the date
the conditions set forth in Section 13.4 are satisfied (hereinafter called
"Defeasance"). For this purpose, such Defeasance means that the Company and the
Guarantor, if applicable, shall be deemed to have paid and discharged the entire
indebtedness represented by such Securities and under the Guarantee in respect
thereof and to have satisfied all its other obligations under such Securities,
such Guarantee and this Indenture insofar as such Securities and the Guarantee
in respect thereof are concerned (and the Trustee, at the expense of the Company
or the Guarantor, if applicable, shall execute proper instruments acknowledging
the same), subject to the following which shall survive until otherwise
terminated or discharged hereunder: (a) the rights of Holders of such Securities
to receive, solely from the trust fund described in Section 13.4 and as more
fully set forth in such Section, payments in respect of the principal of and any
premium and interest on such Securities when payments are due, (b) the Company's
and, if applicable, the Guarantor's, obligations with respect to such Securities
under Sections 3.6, 3.7, 10.2 and 10.3, (c) the rights, powers, trusts, duties
and immunities of the Trustee hereunder and (d) the provisions of this Article.
Subject to compliance with this Article, the Company may exercise its option (if
any) to have this Section applied to any Securities notwithstanding the prior
exercise of its option (if any) to have Section 13.3 applied to such Securities.

                                      -77-
<PAGE>

Section 13.3. Covenant Defeasance.

          Upon the Company's exercise of its option (if any) to have this
Section applied to any Securities or any series of Securities, as the case may
be, (a) the Company and the Guarantor, if applicable, shall be released from its
obligations under Sections 8.1, 8.3, 10.8 and 10.9 and any covenants provided
pursuant to Section 3.1(o), 9.1(a), 9.1(c) or 9.1(f) for the benefit of the
Holders of such Securities and (2) the occurrence of any event specified in
Sections 5.1(d) (with respect to any of Sections 8.1, 8.3, 10.8 and 10.9 and any
covenants provided pursuant to Sections 3.1(o), 9.1(a), 9.1(c) or 9.1(f)),
Section 5.1(e), (f) and (j) shall be deemed not to be or result in an Event of
Default, in each case with respect to such Securities as provided in this
Section on and after the date the conditions set forth in Section 13.4 are
satisfied (hereinafter called "Covenant Defeasance"). For this purpose, such
Covenant Defeasance means that, with respect to such Securities, the Company and
the Guarantor, if applicable, may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
Section, whether directly or indirectly by reason of any reference elsewhere
herein to any such Section or by reason of any reference in any such Section to
any other provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby. Notwithstanding
anything herein to the contrary, no Covenant Defeasance shall release any
successor Person referred to in Article VIII from its obligations to assume the
obligations of the Company and the Guarantor, as applicable, under Section 6.7
as a condition to the consummation of any transaction contemplated by Section
8.1 or 8.3, as applicable.

Section 13.4. Conditions to Defeasance or Covenant Defeasance.

          The following shall be the conditions to the application of Section
13.2 or Section 13.3 to any Securities or any series of Securities, as the case
may be:

               (a)  The Company or the Guarantor shall irrevocably have
          deposited or caused to be deposited with the Trustee (or another
          trustee which satisfies the requirements contemplated by Section 6.9
          and agrees to comply with the provisions of this Article 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, (i) money in an
          amount or (ii) Government Obligations 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, money in an amount or (iii) a combination
          thereof, in each case sufficient, 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 any such
          other qualifying trustee) to pay and discharge, the

                                      -78-
<PAGE>

          principal of and any premium and interest on such Securities on the
          respective Stated Maturities or Redemption Dates in accordance with
          the terms of this Indenture and such Securities.

               (b)  In the event of an election to have Section 13.2 apply to
          any Securities or any series of Securities, as the case may be, the
          Company shall have delivered to the Trustee an Opinion of Counsel
          stating that (i) the Company has received from, or there has been
          published by, the Internal Revenue Service a ruling or (ii) since the
          date of this instrument, there has been a change in the applicable
          Federal income tax law, in either case (i) or (ii) to the effect that,
          and based thereon such opinion shall confirm that, the Holders of such
          Securities will not recognize income, gain or loss for Federal income
          tax purposes as a result of the deposit, Defeasance and discharge to
          be effected with respect to such Securities and will be subject to
          Federal income tax on the same amounts, in the same manner and at the
          same times as would be the case if such deposit, Defeasance and
          discharge were not to occur.

               (c)  In the event of an election to have Section 13.3 apply to
          any Securities or any series of Securities, as the case may be, the
          Company shall have delivered to the Trustee an Opinion of Counsel to
          the effect that the Holders of such Securities will not recognize gain
          or loss for Federal income tax purposes as a result of the deposit and
          Covenant Defeasance to be effected with respect to such Securities and
          will be subject to Federal income tax on the same amounts, in the same
          manner and at the same times as would be the case if such deposit and
          Covenant Defeasance were not to occur.

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

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

               (f)  Such Defeasance or Covenant Defeasance shall not cause the
          Trustee to have a conflicting interest within the meaning of the Trust
          Indenture Act (assuming all Securities are in default within the
          meaning of such Act).

                                      -79-
<PAGE>

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

               (h)  If the money and/or Government Obligations deposited in
          trust pursuant to this Section are sufficient to pay and discharge
          such Securities on a Redemption Date, then at or prior to the time of
          such deposit, either notice of such redemption shall have been given
          in accordance with Section 11.4 or the Company shall have irrevocably
          instructed the Trustee to give such notice of redemption and
          arrangements satisfactory to the Trustee for the giving of such notice
          by the Trustee in the name, and at the expense, of the Company shall
          have been made.

               (i)  The Company shall have delivered to the Trustee an Officer's
          Certificate and an Opinion of Counsel, each stating that all
          conditions precedent with respect to such Defeasance or Covenant
          Defeasance have been complied with.

Section 13.5. Deposited Money and Government Obligations to Be Held in
              Trust; Miscellaneous Provisions.

          (a)  Subject to the provisions of the last paragraph of Section 10.3,
all money and Government Obligations (including the proceeds thereof) deposited
with the Trustee or other qualifying trustee (solely for purposes of this
Section and Section 13.6, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 13.4 in respect of any
Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either
directly or through any such Paying Agent (including the Company acting as its
own Paying Agent or the Guarantor acting as Paying Agent) as the Trustee may
determine, to the Holders of such Securities, of all sums due and to become due
thereon in respect of principal and any premium and interest, but money so held
in trust need not be segregated from other funds except to the extent required
by law.

          (b)  The Company and the Guarantor, jointly and severally, agree to
pay and indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the Government Obligations deposited pursuant to Section 13.4
or the principal and interest received in respect thereof other than any such
tax, fee or other charge which by law is for the account of the Holders of
Outstanding Securities.

          (c)  Anything in this Article to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon a Company
Request (or,

                                      -80-
<PAGE>

if deposited by the Guarantor, to the Guarantor from time to time upon a
Guarantor Request) any money or Government Obligations held by it as provided in
Section 13.4 with respect to any Securities 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 the
Defeasance or Covenant Defeasance, as the case may be, with respect to such
Securities.

Section 13.6. Reinstatement.

          If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities and the Guarantee from which the Company and the
Guarantor, if applicable, have been discharged or released pursuant to Section
13.2 or 13.3 shall be revived and reinstated as though no deposit had occurred
pursuant to this Article with respect to such Securities, until such time as the
Trustee or Paying Agent is permitted to apply all money held in trust pursuant
to Section 13.5 with respect to such Securities in accordance with this Article;
provided, that if the Company or the Guarantor makes any payment of principal of
or any premium or interest on any such Security following such reinstatement of
its obligations, the Company or the Guarantor, as the case may be, shall be
subrogated to the rights (if any) of the Holders of such Securities to receive
such payment from the money so held in trust.

Section 13.7. Qualifying Trustee.

          Any trustee appointed pursuant to Section 13.4 for the purpose of
holding trust funds deposited pursuant to that Section shall be appointed under
an agreement in form reasonably acceptable to the Trustee and shall provide to
the Trustee a certificate of such trustee, upon which certificate the Trustee
shall be entitled to conclusively rely, that all conditions precedent provided
for herein to the related Defeasance or Covenant Defeasance have been complied
with. In no event shall the Trustee be liable for any acts or omissions of said
trustee.

                                      -81-
<PAGE>

                                  ARTICLE XIV

                            Guarantee And Indemnity


Section 14.1. Applicability of Article.

          Securities of any series which are to be Guaranteed Securities shall
be subject to the provisions of this Article XIV.

Section 14.2. The Guarantee.

          The Guarantor hereby agrees to unconditionally and irrevocably
guarantee (the form of such guarantee to be established as provided in Section
2.5), subject to the terms and conditions of the Guarantee, to each Holder of a
Security authenticated and delivered by the Trustee (a) the due and punctual
payment of the principal of and any premium and interest on and all other
amounts on or in respect of such Security and the due and punctual payment of
the sinking fund payments (if any) provided for pursuant to the terms of such
Security, when and as the same shall become due and payable, whether at Stated
Maturity, by acceleration, redemption, repayment or otherwise, in accordance
with the terms of such Security and of this Indenture and (b) the full and
punctual performance within applicable grace periods of all other obligations of
the Company under this Indenture and the Securities. In case of the failure of
the Company punctually to pay any such principal, premium, interest or sinking
fund payment, the Guarantor hereby agrees to cause any such payment to be made
punctually when and as the same shall become due and payable, whether at Stated
Maturity, upon acceleration, redemption, repayment or otherwise, and as if such
payment were made by the Company. In case of the failure of the Company to
perform any other obligation of the Company to the Holders of Securities of any
series, for whatever reason, the Guarantor shall be obligated to perform or
cause the performance of the same immediately. An Event of Default under this
Indenture or the Securities of any series shall constitute an event of default
under this Guarantee, and shall entitle the Holders of Securities of such series
to accelerate the obligations of the Guarantor hereunder in the same manner and
to the same extent as the obligations of the Company. The Trustee is entitled to
enforce the Guarantee in accordance with the provisions of Article V.

Section 14.3. Net Payments.

          All payments under the Guarantee shall be made by the Guarantor
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 Guarantor is organized or resident for tax purposes (each, a "taxing
jurisdiction") or any political subdivision or taxing authority thereof or
therein, unless such taxes, fees,

                                      -82-
<PAGE>

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 a holding by a court of competent jurisdiction or by a taxing
authority in a taxing jurisdiction or any political subdivision thereof). If any
withholding or deduction at source is required, the Guarantor shall, subject to
the limitations and exceptions set forth below, pay to the Holder of any such
Security such additional amounts as may be necessary so that every net payment
under the Guarantee made to such Holder, after such withholding or deduction,
shall not be less than the amount provided for in the Guarantee and this
Indenture to be then due and payable (the "Additional Amounts"); provided, that
the Guarantor 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 or the beneficial owner of such
                    Security: (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 therein
                    or otherwise had some connection with the relevant taxing
                    jurisdiction or any political subdivision thereof or therein
                    other than by reason of the mere ownership of, or receipt of
                    payment under, such Security or the Guarantee; (B) presented
                    the related 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, except to the
                    extent that the Holder or beneficial owner 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, fee, duty, assessment or other
                    governmental charge; or

               (3)  any tax, fee, duty, 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,
                    within 90 days, with any reasonable request by the Guarantor
                    addressed to the Holder or such beneficial owner (A) to

                                      -83-
<PAGE>

                    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 or therein
                    as a precondition to exemption from all or part of such tax,
                    fee, duty, assessment or other governmental charge;

nor shall Additional Amounts be paid with respect to any payment under the
Guarantee to any Holder where the beneficial owner of the related Security is a
fiduciary or partnership to the extent such payment would be required by the
laws of the relevant taxing jurisdiction (or any political subdivision or
relevant taxing authority thereof or therein) to be included in the income for
tax purposes of a beneficiary with respect to such fiduciary or partner of such
partnership 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 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
Securities of the applicable series or the related Guarantee, 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 Guarantor's
Officer's Certificate, the Guarantor shall furnish to the Trustee and the
principal Paying Agent or Paying Agents, if other than the Trustee, a
Guarantor's Officer's 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 without withholding for or on account of
any tax, fee, duty, assessment or other governmental charge described in this
Section 14.3. If any such withholding shall be required, then such Guarantor's
Officer's Certificate shall specify by jurisdiction in which the Holders of
Securities are resident for tax

                                      -84-
<PAGE>

purposes the amount, if any, required to be withheld on such payments to such
Holders of Securities, and the Guarantor agrees to pay to the Trustee or such
Paying Agent the Additional Amounts required by this Section 14.3. The Guarantor
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 Guarantor's Officer's
Certificate furnished pursuant to this Section 14.3.

Section 14.4 Guarantee Unconditional, etc.

          The Guarantor hereby agrees that its obligations hereunder shall be as
principal, and shall be absolute, irrevocable and unconditional, irrespective
of, and shall be unaffected by, any invalidity, irregularity or unenforceability
of any Security, this Indenture or the obligations of the Company or any other
guarantor to the Holders and the Trustee hereunder, any failure to enforce the
provisions of any Security or this Indenture, or any waiver, modification,
consent or indulgence granted with respect thereto by the Holder of such
Security or the Trustee, the recovery of any judgment against the Company or any
action to enforce the same, or any other circumstances which may otherwise
constitute a legal or equitable discharge of a surety or guarantor. The
Guarantor hereby waives the benefit of diligence, presentment, demand of
payment, filing of claims with a court in the event of merger, insolvency or
bankruptcy of the Company, any right to require a proceeding first against the
Company, protest or notice with respect to any such Security or the indebtedness
evidenced thereby and all demands whatsoever, and covenants that this Guarantee
will not be discharged except by payment in full of the principal of, any
premium and interest on and sinking fund payments required with respect to, the
Securities and the complete performance of all other obligations contained in
the Securities, this Indenture and the Guarantee. This Guarantee is a guarantee
of payment and not of collection. The Guarantor further agrees, to the fullest
extent that it lawfully may do so, that, as between the Guarantor, on the one
hand, and the Holders and the Trustee, on the other hand, (1) the maturity of
the obligations guaranteed hereby may be accelerated as provided in Section 5.2
hereof for the purposes of this Guarantee, notwithstanding any stay, injunction
or prohibition extant under any bankruptcy, insolvency, reorganization or other
similar law of any jurisdiction preventing such acceleration in respect of the
obligations guaranteed hereby (in accordance with procedures acceptable to the
Trustee), and (2) in the event of any acceleration of such obligations as
provided in Article V, such obligations (whether or not due and payable) shall
forthwith become due and payable by the Guarantor for the purpose of this
Guarantee. Neither the Trustee nor any other Person shall have any obligation to
enforce or exhaust any rights or remedies or to take any other steps under any
security for the Securities or against the Company or any other Person or any
property of the Company or any other Person before the Trustee is entitled to
demand payment and performance by the Guarantor of its liabilities and
obligations under this Guarantee or under this Indenture.

                                      -85-
<PAGE>

          This Guarantee shall remain in full force and effect and continue to
be effective should any petition be filed by or against the Company for
liquidation or reorganization, should the Company become insolvent or make an
assignment for the benefit of creditors or should a receiver or trustee be
appointed for all or any significant part of the Company's assets, and shall, to
the fullest extent permitted by law, continue to be effective or be reinstated,
as the case may be, if at any time payment and performance of the Securities
are, pursuant to applicable law, rescinded or reduced in amount, or must
otherwise be restored or returned by any obligee on such Securities, whether as
a "voidable preference," "fraudulent transfer" or otherwise, all as though such
payment or performance had not been made. In the event that any payment, or any
part thereof, is rescinded, reduced, restored or returned, the Securities of the
relevant Series shall, to the fullest extent permitted by law, be reinstated and
deemed reduced only by such amount paid and not so rescinded, reduced, restored
or returned.

Section 14.5.  Execution of Guarantee.

          To evidence its guarantee specified in this Article XIV to the Holders
of any Security of any series, the Guarantor hereby agrees to execute the
Guarantee, in substantially the form set forth in Section 14.6 (except as
otherwise permitted by Section 2.5) to be endorsed on each Security of such
series authenticated and delivered by the Trustee. Such Guarantee shall be
executed on behalf of the Guarantor by its Chairman of the Board, its Vice
Chairman of the Board, its President or one of its Vice Presidents. The
signature of any of these officers on the Securities may be manual or facsimile.
A Guarantee bearing the manual or facsimile signatures of individuals who were
at any time the proper officers of the Guarantor shall bind the Guarantor,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Guarantee or did not
hold such offices at the date of such Guarantee.

          If the form of the Guarantee of the series has been established in or
pursuant to one or more Guarantor Board Resolutions as permitted by Section 2.5,
in authenticating the Securities on which such Guarantee is endorsed, and
accepting the additional responsibilities under this Indenture in relation to
such Guarantee, the Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating,

               (a)  if the form of such Guarantee has been established by or
          pursuant to Guarantor Board Resolution as permitted by Section 2.5,
          that such form has been established in conformity with the provisions
          of this Indenture;

               (b)  that the Guarantee, when the Securities on which the
          Guarantee is endorsed have been authenticated and delivered by the
          Trustee and the Guarantee has been issued by the Guarantor in the
          manner and

                                      -86-
<PAGE>

          subject to any conditions specified in such Opinion of Counsel, will
          constitute a valid and legally binding obligation of the Guarantor
          enforceable in accordance with its terms, subject to bankruptcy,
          insolvency, fraudulent transfer, reorganization, moratorium and
          similar laws of general applicability relating to or affecting
          creditors' rights and to general equity principles; and

               (c)  that all laws and requirements in respect of the execution
          and delivery by the Guarantor of such Guarantee have been complied
          with.

If such form has been so established for such Guarantee, the Trustee shall not
be required to authenticate the Securities on which such Guarantee is endorsed
if the issue of such Guarantee pursuant to this Indenture will affect the
Trustee's own rights, duties or immunities under the Securities, the Guarantee
and this Indenture or otherwise in a manner which is not reasonably acceptable
to the Trustee.

          A Guarantee shall not be valid or become obligatory for any purpose
with respect to a Security of any series until there appears on such Security a
certificate of authentication substantially in the form provided for herein,
executed by the Trustee by manual signature of an authorized officer, and such
certificate upon any such Security shall be conclusive evidence, and the only
evidence, that such Guarantee has been duly delivered hereunder.

Section 14.6.  Form of Guarantee.

          FOR VALUE RECEIVED, MUTUAL RISK MANAGEMENT LTD., a Bermuda corporation
(the "Guarantor," which term includes any successor guarantor under the
Indenture referred to in the Security upon which this Guarantee is endorsed (the
"Indenture")), hereby guarantees to the holder of the Security upon which this
Guarantee is endorsed the due and punctual payment of the principal of, any
premium and interest on such Security and the due and punctual payment of the
sinking fund payments (if any) provided for pursuant to the terms of such
Security, when and as the same shall become due and payable, whether at Stated
Maturity, by acceleration, redemption, repayment or otherwise and the full and
punctual performance within applicable grace periods of all other obligations of
the Company under the Indenture and such Security.

          The Guarantor hereby agrees that its obligations hereunder shall be as
principal and not merely as surety. The Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
merger, insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest or notice with respect to said
Security or the indebtedness evidenced thereby and all demands whatsoever and
covenants that this Guarantee will not be discharged except by complete
performance of the obligations contained in this Guarantee.

                                      -87-
<PAGE>

          This Guarantee constitutes a guarantee of payment and not of
collection and is unsecured and ranks equally and ratably with all other
unsecured and unsubordinated obligations of the Guarantor.

          The Guarantor hereby certifies and warrants that all acts, conditions
and things required to be done and performed and to have happened precedent to
the creation and issuance of this Guarantee, and to constitute the same the
legal, valid and binding obligations of the Guarantor enforceable in accordance
with its terms have been done and performed and have happened in compliance with
all applicable laws.

          This Guarantee is dated the date of the Security upon which it is
endorsed.

          All capitalized terms used in this Guarantee but not defined herein
which are defined in the Indenture shall have the meanings assigned to them in
the Indenture.

          The terms of this Guarantee include those stated in the Indenture.
This Guarantee is subject to all such terms, and Holders are referred to the
Indenture for a statement of such terms.

          This Guarantee shall not be valid or obligatory for any purpose until
the certificate of authentication on the Security upon which this Guarantee is
endorsed shall have been executed by the Trustee under the Indenture by the
manual signature of one of its authorized officers.

          THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS
PROVISIONS THEREOF.

          IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed.

                                             MUTUAL RISK MANAGEMENT LTD.

                                             By_________________________
                                             Name:
                                             Title:


Section 14.7. Subrogation.

          The Guarantor shall be subrogated to all rights of the Holder of any
Security against the Company in respect of any amounts paid to such Holder by
the Guarantor pursuant to the provisions of a Guarantee; provided, that the
Guarantor shall not be entitled to enforce, or to receive any payments arising
out of or based upon, such right of subrogation until the principal of and any
premium and interest on and

                                      -88-
<PAGE>

sinking fund payments required with respect to, all Securities of the series of
which such Security is a part shall have been paid in full. If any amount shall
be paid to the Guarantor in violation of the preceding sentence and the
Securities of the relevant series shall not have been paid in full, such amount
shall have been deemed to have been paid to the Guarantor for the benefit of,
and held in trust for the benefit of, the Holders of the Securities of such
series, and shall forthwith be paid to the Trustee for the benefit of such
Holders to be credited and applied upon such Securities, whether matured or
unmatured, in accordance with the terms of this Indenture.

Section 14.8. Indemnity.

          As a separate and alternative stipulation, the Guarantor
unconditionally and irrevocably agrees that any sum expressed to be payable by
the Company under this Indenture or the Securities but which is for any reason
(whether or not now known or becoming known to the Company, the Guarantor, the
Trustee or any Holder of any Security) not recoverable from the Guarantor on the
basis of a guarantee will nevertheless be recoverable from it as if it were the
sole principal debtor and will be paid by it to the Trustee on demand. This
indemnity constitutes a separate and independent obligation from the other
obligations in this Indenture, gives rise to a separate and independent cause of
action and will apply irrespective of any indulgence granted by the Trustee or
any Holder of any Security.

          This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

                                      -89-
<PAGE>

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

                                        MUTUAL GROUP LTD., as Issuer



                                        By____________________________________
                                        Name:
                                        Title:




                                        MUTUAL RISK MANAGEMENT LTD.,
                                        as Guarantor

                                        By____________________________________
                                        Name:
                                        Title:




                                        THE CHASE MANHATTAN BANK,
                                        as Trustee

                                        By____________________________________
                                        Name:
                                        Title:

                                      -90-