S-3/A

As filed with the Securities and Exchange Commission on November 4, 2005.

Registration No. 333-129182

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Platinum Underwriters Holdings, Ltd.

(Exact name of Registrant as Specified in its Charter)

Bermuda	6719	98-0416483
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

The Belvedere Building

69 Pitts Bay Road

Pembroke, HM 08

Bermuda

(441) 295-7195

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants’ Principal Executive Offices)

Platinum Underwriters Finance, Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware	6719	81-0566888
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

2 World Financial Center

225 Liberty Street

Suite 2300

New York, New York 10281

(212) 238-9600

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants’ Principal Executive Offices)

CT Corporation System

111 Eighth Avenue

New York, New York 10011

(212) 894-8940

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Linda E. Ransom

Jonathan L. Freedman

Dewey Ballantine LLP

1301 Avenue of the Americas

New York, NY 10019

(212) 259-8000

     Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement as determined by market conditions.

     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    o

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box.    þ

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    o

     The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED NOVEMBER 4, 2005

PROSPECTUS

$750,000,000

Platinum Underwriters Holdings, Ltd.

Common Shares, Preferred Shares, Depositary Shares, Debt Securities,

Warrants to Purchase Common Shares, Warrants to Purchase Preferred Shares,

Warrants to Purchase Debt Securities, Purchase Contracts, Purchase Units and Full

and Unconditional Guarantee of Platinum Finance Debt Securities

Platinum Underwriters Finance, Inc.

Debt Securities Fully and Unconditionally

Guaranteed by Platinum Underwriters Holdings, Ltd.

       Platinum Holdings may offer and sell, from time to time:

•  common shares;

•  preferred shares;

•  depositary shares representing common shares, preferred shares or debt securities;

•  senior or subordinated debt securities;

•  warrants to purchase common shares, preferred shares or debt securities; and

•  purchase contracts and purchase units.

      Platinum Finance, a holding company incorporated in Delaware, is our wholly-owned indirect subsidiary. Platinum Finance may offer and sell, from time to time, senior or subordinated debt securities fully and unconditionally guaranteed by Platinum Holdings.

      The specific terms and initial public offering prices of these securities will be provided in supplements to this prospectus. You should read this prospectus and any supplement carefully before you invest.

      Investing in these securities involves certain risks. See “Risk Factors” on page 4.

       These securities may be sold to or through underwriters and also to other purchasers or through agents. The names of any underwriters or agents and the specific terms of a plan of distribution will be stated in an accompanying prospectus supplement.

      These securities may be sold in one or more offerings up to a total dollar amount of $750,000,000.

      The common shares of Platinum Holdings are traded on the New York Stock Exchange under the symbol “PTP.” Other than for these common shares, there is no market for the other securities Platinum Holdings or Platinum Finance may offer.

      NONE OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION, THE REGISTRAR OF COMPANIES IN BERMUDA, THE BERMUDA MONETARY AUTHORITY OR ANY OTHER REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

      This prospectus may not be used to consummate sales of offered securities unless accompanied by a prospectus supplement.

The date of this prospectus is                     , 2005.

TABLE OF CONTENTS

Important Information About This Prospectus	2
Available Information	3
Platinum Underwriters Holdings, Ltd.	3
Platinum Underwriters Finance, Inc.	3
Risk Factors	4
General Description Of The Offered Securities	4
Ratio of Earnings To Fixed Charges	5
Special Note Regarding Forward-Looking Statements	5
Recent Developments	6
Use of Proceeds	7
Description of Our Share Capital	7
Description of The Depositary Shares	16
Description of The Debt Securities	18
Certain Provisions Applicable to Subordinated Debt Securities	33
Description of the Warrants to Purchase Common Shares or Preferred Shares	34
Description of the Warrants to Purchase Debt Securities	36
Description of the Purchase Contracts and the Purchase Units	37
Plan of Distribution	38
Where You Can Find More Information	40
Incorporation of Certain Documents by Reference	40
Legal Matters	41
Experts	41
Enforcement of Civil Liabilities Under United States Federal Securities Laws and Other Matters	42
FORM OF SUBORDINATED INDENTURE
FORM OF SUBORDINATED INDENTURE
OPINION OF C0NYERS DILL & PEARMAN
OPINION OF DEWEY BALLANTINE LLP
STATEMENT RE: RATIO OF EARNINGS
CONSENT OF KPMG LLP
CONSENT OF KPMG LLP
STATEMENT OF ELIGIBILITY
STATEMENT OF ELIGIBILITY

IMPORTANT INFORMATION ABOUT THIS PROSPECTUS

      You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. If anyone provides you with different or inconsistent information, you should not rely on it. This document may only be used where it is legal to sell these securities. The information contained or incorporated by reference in this document is accurate only as of the date of this document.

      Consent under the Exchange Control Act 1972 (and its related regulations) has been obtained from the Bermuda Monetary Authority for the issue and transfer of our offered securities to and between non-residents of Bermuda for exchange control purposes provided our common shares remain listed on an appointed stock exchange, which includes the New York Stock Exchange. The issue and transfer of in excess of 20% of our shares involving any persons regarded as resident in Bermuda for exchange control purposes requires prior authorization from the Bermuda Monetary Authority. This prospectus will be filed with the Registrar of Companies in Bermuda in accordance with Bermuda law. In granting such consent and in accepting this prospectus for filing, neither the Bermuda Monetary Authority nor the Registrar of Companies in Bermuda accepts any responsibility for our financial soundness or the correctness of any of the statements made or opinions expressed in this prospectus.

      References in this prospectus to “dollars” or “$” are to the lawful currency of the United States of America, unless the context otherwise requires.

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AVAILABLE INFORMATION

      This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process, relating to the common shares, preferred shares, depositary shares, debt securities and any related guarantees, warrants, purchase contracts and purchase units described in this prospectus. This means:

•  Platinum Holdings and/or Platinum Finance may issue securities covered by this prospectus from time to time, up to a total initial offering price of $750,000,000;

•  Platinum Holdings and/or Platinum Finance will provide a prospectus supplement each time these securities are offered pursuant to this prospectus; and

•  the prospectus supplement will provide specific information about the terms of that offering and also may add to, update or change information contained in this prospectus.

      This prospectus provides you with a general description of the securities Platinum Holdings and/or Platinum Finance may offer. This prospectus does not contain all of the information set forth in the registration statement as permitted by the rules and regulations of the SEC. For additional information regarding Platinum Holdings and/or Platinum Finance and the offered securities, please refer to the registration statement. Each time Platinum Holdings and/or Platinum Finance sells securities, Platinum Holdings and/or Platinum Finance will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described under the heading “Where You Can Find More Information.” In this prospectus, references to the “Company,” “Platinum,” “we,” “us” and “our” refer to Platinum Underwriters Holdings, Ltd. and its consolidated subsidiaries, including Platinum Underwriters Finance, Inc., unless the context otherwise indicates. “Platinum Holdings” refers solely to Platinum Underwriters Holdings, Ltd. “Platinum US” refers to Platinum Underwriters Reinsurance, Inc. “Platinum UK” refers to Platinum Re (UK) Limited. “Platinum Bermuda” refers to Platinum Underwriters Bermuda, Ltd. “Platinum Ireland” refers to Platinum Regency Holdings. “Platinum Finance” refers to Platinum Underwriters Finance, Inc.

PLATINUM UNDERWRITERS HOLDINGS, LTD.

      Platinum Holdings is a leading provider of property and marine, casualty and finite risk reinsurance coverages, through reinsurance intermediaries, to a diverse clientele of insurers and select reinsurers on a worldwide basis. Platinum operates through three licensed reinsurance subsidiaries: Platinum US, Platinum Bermuda and Platinum UK. Our principal executive offices are located at The Belvedere Building, 69 Pitts Bay Road, Pembroke, Bermuda HM 08. Our telephone number is (441) 295-7195.

      For further information regarding Platinum, including financial information, you should refer to our recent filings with the SEC.

PLATINUM UNDERWRITERS FINANCE, INC.

      Platinum Finance, a holding company, is our wholly-owned indirect subsidiary and owns all of the stock of Platinum US and Platinum Administrative Services, Inc. Platinum Finance’s activities have generally been limited to raising funds for Platinum US through the issuance of the Series A 7.50% Notes due June 1, 2017 which are fully and unconditionally guaranteed by Platinum Holdings (the Series A 7.50% Notes) and which have been exchanged in full for Series B 7.50% Notes due June 1, 2017 which have been registered under the Securities Act of 1933, as amended (the Securities Act), and which have been fully and unconditionally guaranteed by Platinum Holdings (the Series B 7.50% Notes, and collectively with the Series A 7.50% Notes, the 7.50% Notes), and the issuance of the 5.25% Senior Guaranteed Notes of Platinum Finance, which are fully and unconditionally guaranteed by Platinum Holdings (which we refer to as the Senior Notes) that were successfully remarketed and now, as remarketed notes, have an interest rate of 6.371% per annum and are due November 16, 2007 (which we refer to as the Remarketed Notes).

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Pursuant to a separate prospectus, Platinum Finance is currently offering to exchange up to $137,500,000 aggregate principal amount of the Remarketed Notes for up to $137,500,000 of Series B 6.371% Notes, which have been fully and unconditionally guaranteed by Platinum Holdings and registered under the Securities Act (the Series B 6.371% Notes and, together with the Remarketed Notes, the 6.371% Notes). Platinum Finance’s principal executive offices are located at 2 World Financial Center, 225 Liberty Street, Suite 2300, New York, NY 10281. Platinum Finance’s telephone number is (212) 238-9600.

RISK FACTORS

      Investing in our securities involves risk. Please see the risk factors described in our Annual Report on Form 10-K for our most recent fiscal year, which are incorporated by reference in this prospectus. Before making an investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference in this prospectus. The risks and uncertainties we have described are not the only ones facing our company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business operations. Additional risk factors may be included in a prospectus supplement relating to a particular series or offering of securities.

GENERAL DESCRIPTION OF THE OFFERED SECURITIES

      Platinum Holdings may from time to time offer under this prospectus, separately or together:

•  common shares, which we would expect to list on the New York Stock Exchange;

•  preferred shares, the terms and series of which would be described in the related prospectus supplement, including the ability to convert or exchange the preferred shares into common shares;

•  depositary shares, each representing a fraction of a common share or a particular series of preferred shares, which will be deposited under a deposit agreement among us, a depositary selected by us and the holders of the depository receipts;

•  senior debt securities;

•  subordinated debt securities, which will be subordinated in right of payment to our senior indebtedness;

•  warrants to purchase common shares and warrants to purchase preferred shares, which will be evidenced by share warrant certificates and may be issued under the share warrant agreement independently or together with any other securities offered by any prospectus supplement and may be attached to or separate from such other offered securities;

•  warrants to purchase debt securities, which will be evidenced by debt warrant certificates and may be issued under the debt warrant agreement independently or together with any other securities offered by any prospectus supplement and may be attached to or separate from such other offered securities;

•  guarantees of Platinum Finance’s debt securities

•  purchase contracts obligating holders to purchase from us a specified number of common shares or preferred shares at a future date or dates; and

•  purchase units, consisting of a purchase contract and, as security for the holder’s obligation to purchase common shares or preferred shares under the purchase contract, any of (1) Platinum Holdings’ debt securities, (2) Platinum Finance’s debt securities which are fully and unconditionally guaranteed by Platinum Holdings, (3) debt obligations of third parties, including U.S. Treasury securities or (3) our preferred shares.

      Platinum Finance may from time to time offer under this prospectus, separately or together,

•  senior debt securities fully and unconditionally guaranteed by Platinum Holdings; and

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•  subordinated debt securities fully and unconditionally guaranteed by Platinum Holdings.

      The aggregate initial offering price of these offered securities will not exceed $750,000,000.

RATIO OF EARNINGS TO FIXED CHARGES

      The following table sets forth our ratio of earnings to fixed charges for the nine month period ended September 30, 2005, the years ended December 31, 2004 and 2003 and the period from November 1, 2002 to December 31, 2002:

				Period Ended
	Period Ended			December 31,
	September 30,
	2005			2004		2003		2002(1)
Ratio of Earnings to Fixed Charges		—	(2)		13.4		21.4		8.7

(1)	In 2002, we only had two months of operations following our initial public offering on November 1, 2002.
(2)	Earnings were insufficient to cover fixed charges by $42,942,000 for the nine month period ended September 30, 2005.

      For purposes of computing these ratios, “earnings” consists of income/loss before income taxes and fixed charges. “Fixed charges” consists of interest expense and amortization of capitalized debt expenses.

      We did not have any preferred shares outstanding during any of the periods shown and accordingly our ratio of earnings to fixed charges and preferred share dividend requirements would be the same as the ratios shown above.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

      This prospectus and the documents we incorporate herein by reference may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to our beliefs, plans, goals, expectations, and estimates. Forward-looking statements are necessarily based on estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, us.

      In particular, statements using words such as “may,” “should,” “estimate,” “expect,” “anticipate,” “intend,” “believe,” “predict,” “potential,” or words of similar import generally involve forward-looking statements. This prospectus and the documents incorporated by reference herein also contain forward-looking statements with respect to our business and industry, such as those relating to our strategy and management objectives and trends in market conditions, market standing, product volumes, investment results and pricing conditions.

      In light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this prospectus and the documents incorporated by reference herein should not be considered as a representation by us or any other person that our objectives or plans will be achieved. Numerous factors could cause our actual results to differ materially from those in forward-looking statements, including the following:

      (1) conducting operations in a competitive environment;

      (2) our ability to maintain our A.M. Best Company rating;

      (3) significant weather-related or other natural or man-made disasters over which the Company has no control;

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      (4) the effectiveness of our loss limitation methods and pricing models;

      (5) the adequacy of the Company’s liability for unpaid losses and loss adjustment expenses;

      (6) the availability of retrocessional reinsurance on acceptable terms;

      (7) our ability to maintain our business relationships with reinsurance brokers;

      (8) general political and economic conditions, including the effects of civil unrest, war or a prolonged U.S. or global economic downturn or recession;

      (9) the cyclicality of the property and casualty reinsurance business;

      (10) market volatility and interest rate and currency exchange rate fluctuation;

      (11) tax, regulatory or legal restrictions or limitations applicable to the Company or the property and casualty reinsurance business generally;

      (12) changes in the Company’s plans, strategies, objectives, expectations or intentions, which may happen at any time at the Company’s discretion; and

      (13) the uncertainty as to the ultimate magnitude of our losses pursuant to Hurricanes Katrina and Rita.

      As a consequence, current plans, anticipated actions and future financial conditions and results may differ from those expressed in any forward-looking statements made by or on behalf of the Company. The foregoing factors should not be construed as exhaustive. Additionally, forward-looking statements speak only as of the date they are made, and we undertake no obligation to release publicly the results of any future revisions or updates we may make to forward-looking statements to reflect new information or circumstances after the date hereof or to reflect the occurrence of future events.

RECENT DEVELOPMENTS

$200 Million Credit Facility

      We announced on October 21, 2005 that we have entered into a three-year $200,000,000 credit agreement with a syndicate of lenders. The credit agreement consists of a $100,000,000 senior unsecured credit facility available for revolving borrowings and letters of credit, and a $100,000,000 senior secured credit facility available for letters of credit. The revolving line of credit will be available for the working capital, liquidity and general corporate requirements of the Company and its subsidiaries. The credit facility was arranged by Wachovia Capital Markets, LLC, acting as sole lead arranger and bookrunner.

Exchange Offer for the 6.371% Notes

      On October 26, 2005, we launched an exchange offer through which we offered to exchange up to $137,500,000 aggregate principal amount of the outstanding Remarketed Notes for up to $137,500,000 aggregate principal amount of the Series B 6.371% Notes, pursuant to a separate prospectus. This exchange offer is currently scheduled to remain open through November 29, 2005.

Appointment of Michael D. Price as Chief Executive Officer

      On October 27, 2005, we announced the appointment of Michael D. Price as President and Chief Executive Officer of Platinum Holdings. Mr. Price succeeds Gregory E.A. Morrison, who has been named Vice Chairman of the Board of Directors. Mr. Price was also named to the Company’s Board of Directors. Mr. Price was named Chief Operating Officer in August 2005, having previously served as President and Chief Underwriting Officer of Platinum US. We also announced that we have extended our agreement with Steven Newman, pursuant to which he will continue to serve as our Chairman until November 2007. Mr. Newman has been Chairman of our Board of Directors since our inception in 2002.

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Closing of 7.50% Notes Exchange Offer

      On November 2, 2005, we closed an exchange offer through which we had offered to exchange up to $250,000,000 aggregate principal amount of our outstanding Series A 7.50% Notes for up to $250,000,000 aggregate principal amount of Series B 7.50% Notes, which have been registered under the Securities Act, pursuant to a separate prospectus. The exchange offer period expired on October 28, 2005, at which time $250,000,000 aggregate principal amount of outstanding Series A 7.50% Notes had been tendered and accepted for exchange.

USE OF PROCEEDS

      Unless indicated otherwise in a prospectus supplement, Platinum Holdings and Platinum Finance expect to use the net proceeds from the sale of the securities for general corporate purposes, including their working capital and the working capital of their reinsurance subsidiaries, capital expenditures, share repurchase programs and acquisitions. We may provide additional information on the use of the net proceeds from the sale of the offered securities in an applicable prospectus supplement relating to the offered securities.

DESCRIPTION OF OUR SHARE CAPITAL

      The following description of the share capital of Platinum Holdings summarizes certain provisions of Platinum Holdings’ Bye-laws, and is qualified in its entirety by reference to such Bye-laws. A copy of Platinum Holdings’ Bye-laws is filed as an exhibit to Platinum Holdings’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, filed with the SEC on August 6, 2004.

General

      As of October 21, 2005, Platinum Holdings’ authorized share capital consisted of: (1) 200,000,000 common shares, par value $0.01 per share, of which 49,604,759 common shares were outstanding and (ii) 25,000,000 preferred shares, par value $0.01 per share, none of which were outstanding. As of May 10, 2005, there were approximately 27 holders of record of our common shares, including RenaissanceRe Holdings Ltd. (“RenaissanceRe”), which held 3,960,000 common shares and an option to acquire a number of common shares equal to the excess of the market price per share over $27.00 less the par value per share multiplied by the number of common shares issuable upon exercise of the option, divided by that market price per share. Based on the closing price per share on March 1, 2005, RenaissanceRe had the right to acquire pursuant to the RenaissanceRe option 342,652 common shares as of such date, resulting in the beneficial ownership by RenaissanceRe of 4,302,652 common shares (or 9.9% of the then outstanding common shares) as of such date. Prior to June 30, 2004, The St. Paul Travelers Companies, Inc., formerly The St. Paul Companies, Inc. (“St. Paul”), owned 6,000,000 common shares. On that date, those common shares were sold in an underwritten public offering, which was effected pursuant to a prospectus supplement to the shelf registration statement dated June 28, 2004. St. Paul continues to hold options to acquire a number of common shares determined on the same basis as the RenaissanceRe option described above. Based on the closing price per share on March 1, 2005, St. Paul had the right to acquire pursuant to the St. Paul options 802,437 common shares (or 1.9% of the then-outstanding common shares) as of such date.

Common Shares

      Holders of common shares have no pre-emptive, redemption, conversion or sinking fund rights, provided, however, that pursuant to a Transfer Restrictions, Registration Rights and Standstill Agreement between the Company and RenaissanceRe dated as of November 1, 2002, Platinum Holdings has granted RenaissanceRe preemptive rights in the event of certain issuances of common shares or any securities convertible into or exchangeable for or carrying in any way the right to acquire common shares. Subject to the limitation on voting rights described below, holders of common shares are entitled to one vote per

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share on all matters submitted to a vote of holders of common shares. Most matters to be approved by holders of common shares require approval by a simple majority vote. The holders of at least 75% of the common shares voting in person or by proxy at a meeting must approve an amalgamation with another company. In addition, a resolution to remove our independent registered public accounting firm before the expiration of its term of office must be approved by at least two-thirds of the votes cast at a meeting of the shareholders of the Company. The quorum for any meeting of our shareholders is two or more persons holding or representing more than 50% of the outstanding common shares on an unadjusted basis. Our board of directors has the power to approve our discontinuation from Bermuda to another jurisdiction. The rights attached to any class of shares, common or preferred, may be varied with the consent in writing of the holders of at least three-fourths of the issued shares of that class or by a resolution passed by a majority of the votes cast at a separate general meeting of the holders of the shares of the class in accordance with the Bermuda Companies Act 1981 (the “Companies Act”).

      In the event of a liquidation, winding-up or dissolution of Platinum Holdings, whether voluntary or involuntary or for the purpose of a reorganization or otherwise or upon any distribution of capital, the holders of common shares are entitled to share equally and ratably in the assets of Platinum Holdings, if any, remaining after the payment of all of its debts and liabilities and the liquidation preference of any outstanding preferred shares. All outstanding common shares are fully paid and nonassessable. Authorized but unissued shares may, subject to any rights attaching to any existing class or classes of shares, be issued at any time and at the discretion of the board of directors without the approval of the shareholders of the Company with such rights, preferences and limitations as the board of directors may determine.

Limitation on Voting Rights

      Each common share has one vote on a poll of the shareholders, except that, if and for as long as the number of issued Controlled Shares (as defined below) of any person would constitute 10% or more of the combined voting power of the issued common shares of Platinum Holdings (after giving effect to any prior reduction in voting power as described below), each issued Controlled Share, regardless of the identity of the registered holder thereof, will confer a fraction of a vote as determined by the following formula:

(T - C)/(9.1 × C)

Where: (1)  “T” is the aggregate number of votes conferred by all the issued common shares immediately prior to that application of the formula with respect to such issued Controlled Shares, adjusted to take into account any prior reduction taken with respect to any issued Controlled Shares pursuant to the “sequencing provision” described below; and

        (2)  “C” is the number of issued Controlled Shares attributable to that person. “Controlled Shares” of any person refers to all common shares, and all shares of any other class of shares of the Company conferring voting rights, owned by that person, whether (i) directly, (ii) with respect to persons who are U.S. persons, by application of the attribution and constructive ownership rules of Sections 958(a) and 958(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or (iii) beneficially, directly or indirectly, within the meaning of Section 13(d)(3) of the Exchange Act, and the rules and regulations thereunder.

      The formula will be applied successively as many times as may be necessary to ensure that no person will be a 10% Shareholder (as defined below) at any time (the “sequencing provision”). For the purposes of determining the votes exercisable by shareholders as of any date, the formula first will be applied to the common shares of each shareholder in declining order based on the respective numbers of total Controlled Shares attributable to each shareholder. Thus, the formula will be applied first to the votes of common shares held by the shareholder to whom the largest number of total Controlled Shares is attributable and thereafter sequentially with respect to the shareholder with the next largest number of total Controlled Shares. The formula will be applied iteratively thereafter to ensure that no person will be a 10% Shareholder. In each case, calculations are made on the basis of the aggregate number of votes conferred

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by the issued common shares as of such date, as reduced by the application of the formula to any issued common shares of any shareholder with a larger number of total Controlled Shares as of such date. A “10% Shareholder” means a person who owns, in the aggregate, (i) directly, (ii) with respect to persons who are U.S. persons, by application of the attribution and constructive ownership rules of Sections 958(a) and 958(b) of the Code or (iii) beneficially, directly or indirectly, within the meaning of Section 13(d)(3) of the Exchange Act, shares of the Company carrying 10% or more of the total combined voting rights attaching to the issued common shares and the issued shares of any other class or classes of shares of the Company.

      Because of the voting limitation described in the preceding paragraph, in the event that RenaissanceRe acquired 10% or more of the combined voting power of Platinum Holdings’ issued common shares and the issued shares of any other class or classes of the Company, the common shares so acquired would have reduced voting rights. Thereafter, should RenaissanceRe dispose of some or all of the common shares it owned, the reduced voting rights with respect to the common shares disposed of by RenaissanceRe would be eliminated and those common shares thereafter would be entitled to full voting rights, subject to future dilution to avoid creating a 10% Shareholder. Therefore, the voting power of the common shares held by all of our shareholders other than RenaissanceRe could be diluted upon any such disposition by RenaissanceRe.

      Our directors are empowered to require any shareholder to provide information as to that shareholder’s beneficial ownership of common shares, the names of persons having beneficial ownership of the shareholder’s common shares, relationships, associations or affiliations with other shareholders or any other facts the directors may deem relevant to a determination of the number of Controlled Shares attributable to any person. Our directors may disregard the votes attached to the common shares of any holder failing to respond to such a request or submitting incomplete or untrue information.

      Our directors retain certain discretion to make such final adjustments to the aggregate number of votes attaching to the common shares of any shareholder that they consider fair and reasonable in all the circumstances to ensure that no person will be a 10% Shareholder at any time.

Restrictions on Transfer

      Our Bye-laws contain several provisions restricting the transferability of common shares. Our directors are required to decline to register a transfer of common shares if they have reason to believe that the result of such transfer would be (i) that any person other than a St. Paul Person or a RenaissanceRe Person (as defined below) would become or continue to be a 10% Shareholder or (ii) that a St. Paul Person or a RenaissanceRe Person would become or continue to be a United States 25% Shareholder (as defined below), in each case without giving effect to the limitation on voting rights described above. Similar restrictions apply to Platinum Holdings’ ability to issue or repurchase common shares. “St. Paul Person” means any of St. Paul and its affiliates and “RenaissanceRe Person” means any of RenaissanceRe and its affiliates. A “United States 25% Shareholder” means a U.S. person who owns, directly or by application of the constructive ownership rules of Sections 958(a) and 958(b) of the Code, 25% or more of either (i) the total combined voting rights attaching to the issued common shares and the issued shares of any other class of Platinum Holdings or (ii) the total combined value of the issued common shares and any other issued shares of Platinum Holdings, determined pursuant to Section 957 of the Code. Only for the purposes of these provisions of our Bye-laws, it is assumed that all RenaissanceRe Persons are U.S. Persons. These restrictions on the transfer, issuance or repurchase of shares do not apply to any issuance of common shares pursuant to a contract to purchase common shares from Platinum Holdings included in the ESUs issued by Platinum Holdings, though the limitations on voting rights, discussed above, do apply to such common shares.

      Our directors also may, in their absolute discretion, decline to register the transfer of any common shares if they have reason to believe (i) that the transfer may expose us, any of our subsidiaries, any shareholder or any person ceding insurance to any of our subsidiaries to adverse tax or regulatory treatment in any jurisdiction or (ii) that registration of the transfer under the Securities Act or under any

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U.S. state securities laws or under the laws of any other jurisdiction is required and such registration has not been duly effected. In addition, our directors may decline to approve or register a transfer of common shares unless all applicable consents, authorizations, permissions or approvals of any governmental body or agency in Bermuda, the United States or any other applicable jurisdiction required to be obtained prior to such transfer shall have been obtained.

      Our directors are empowered to request information from any holder or prospective acquiror of common shares as necessary to give effect to the transfer, issuance and repurchase restrictions described above, and may decline to effect any transaction if complete and accurate information is not received as requested.

      Conyers Dill & Pearman, our Bermuda counsel, has advised us that while the precise form of the restrictions on transfer contained in our Bye-laws is untested, as a matter of general principle, restrictions on transfers are enforceable under Bermuda law and are not uncommon. A proposed transferee will be permitted to dispose of any common shares purchased that violate the restrictions and as to the transfer of which registration is refused. The proposed transferor of those common shares will be deemed to own those common shares for dividend, voting and reporting purposes until a transfer of such common shares has been registered on the register of shareholders of Platinum Holdings.

      If the directors refuse to register a transfer for any reason, they must notify the proposed transferor and transferee within thirty days of such refusal. Our Bye-laws also provide that our board of directors may suspend the registration of transfers for any reason and for such periods as it may determine, provided that it may not suspend the registration of transfers for more than 45 days in any period of 365 consecutive days.

      Our directors may designate our Chief Executive Officer to exercise their authority to decline to register transfers or to limit voting rights as described above, or to take any other action, for as long as the Chief Executive Officer is also a director.

      The voting restrictions and restrictions on transfer described above may have the effect of delaying, deferring or preventing a change in control of Platinum Holdings.

Preferred Shares

      Pursuant to our Bye-laws and Bermuda law, our board of directors by resolution may establish one or more series of preferred shares having a number of shares, designations, relative voting rights, dividend rates, liquidation and other rights, preferences, limitations and powers as may be fixed by the board of directors without any further shareholder approval which, if any preferred shares are issued, may include restrictions on voting and transfer intended to avoid having us become a “controlled foreign corporation” for U.S. federal income tax purposes. If our board of directors issues preferred shares conferring any voting rights, it will amend our Bye-Laws to apply the limitations on the voting rights discussed above under “— Limitation on Voting Rights” to those preferred shares. Any rights, preferences, powers and limitations as may be established could also have the effect of discouraging an attempt to obtain control of the Company. The issuance of preferred shares could adversely affect the voting power of the holders of our common shares, deny such holders the receipt of a premium on their common shares in the event of a tender or other offer for the common shares and depress the market price of the common shares. The particular rights and preferences of any preferred shares will be described in any prospectus supplement. We strongly encourage you to refer to our memorandum of association and Bye-Laws and any applicable certificate of designations for a complete understanding of the terms and conditions applicable to the preferred shares.

Bye-laws

      Our Bye-laws provide for our corporate governance, including the establishment of share rights, modification of those rights, issuance of share certificates, imposition of a lien over shares in respect of unpaid amounts on those shares, calls on shares which are not fully paid, forfeiture of shares, the transfer

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of shares, alterations of capital, the calling and conduct of general meetings of shareholders, proxies, the appointment and removal of directors, conduct and power of directors, the payment of dividends, the appointment of an auditor and our winding-up.

      Our Bye-laws provide that our board of directors shall be elected annually and shall not be staggered. Shareholders may only remove a director for cause prior to the expiration of that director’s term at a special meeting of shareholders at which a majority of the holders of shares voting thereon vote in favor of that action.

      Our Bye-laws also provide that if our board of directors in its absolute discretion determines that share ownership by any shareholder may result in adverse tax, regulatory or legal consequences to us, any of our subsidiaries or any other shareholder, then we will have the option, but not the obligation, to repurchase all or part of the shares held by such shareholder to the extent the board of directors determines it is necessary to avoid such adverse or potential adverse consequences. The price to be paid for such shares will be the fair market value of such shares.

Transfer Agent

      Our registrar and transfer agent for the common shares is Mellon Investor Services LLC.

Differences in Corporate Law

      The Companies Act differs in certain material respects from laws generally applicable to U.S. corporations and their shareholders. Set forth below is a summary of certain significant provisions of the Companies Act (including modifications adopted pursuant to our Bye-laws) applicable to us, which differ in certain respects from provisions of Delaware corporate law, which is the law that governs many U.S. public companies. The following statements are summaries, and do not purport to deal with all aspects of Bermuda law that may be relevant to us and our shareholders.

      Duties of Directors. Under Bermuda law, at common law, members of a board of directors owe a fiduciary duty to the company to act in good faith in their dealings with or on behalf of the company and exercise their powers and fulfill the duties of their office honestly. This duty has the following essential elements:

•  a duty to act in good faith in the best interests of the Company;

•  a duty not to make a personal profit from opportunities that arise from the office of director;

•  a duty to avoid conflicts of interest; and

•  a duty to exercise powers for the purpose for which such powers were intended.

      The Companies Act imposes a duty on directors and officers of a Bermuda company:

•  to act honestly and in good faith with a view to the best interests of the company; and

•  to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

      In addition, the Companies Act imposes various duties on directors and officers of a company with respect to matters of management and administration of the company.

      The Companies Act provides that in any proceedings for negligence, default, breach of duty or breach of trust against any director or officer, if it appears to a court that such director or officer is or may be liable in respect of the negligence, default, breach of duty or breach of trust, but that he has acted honestly and reasonably, and that, having regard to all the circumstances of the case, including those connected with his appointment, he ought fairly to be excused for the negligence, default, breach of duty or breach of trust, that court may relieve him, either wholly or partly, from any liability on such terms as the court may think fit. This provision has been interpreted to apply only to actions brought by or on behalf of the company against such directors and officers. Our Bye-Laws, however, provide that

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shareholders waive all claims or rights of action that they might have, individually or by or in the right of Platinum Holdings, against any director or officer of the Company on account of any action taken by such director or officer, or the failure of such director or officer to take any action in the performance of his duties with or for the Company, except this waiver does not extend to any matter in respect of fraud or dishonesty on the part of such director or officer.

      Under Delaware law, the business and affairs of a corporation are managed by or under the direction of its board of directors. In exercising their powers, directors are charged with a fiduciary duty of care to protect the interests of the corporation and a fiduciary duty of loyalty to act in the best interests of its stockholders.

      The duty of care requires that directors act in an informed and deliberative manner and inform themselves, prior to making a business decision, of all material information reasonably available to them. The duty of care also requires that directors exercise care in overseeing and investigating the conduct of corporate employees. The duty of loyalty may be summarized as the duty to act in good faith, not out of self-interest, and in a manner which the director reasonably believes to be in the best interests of the stockholders.

      A party challenging the propriety of a decision of a board of directors bears the burden of rebutting the applicability of the presumptions afforded to directors by the “business judgment rule.” If the presumption is not rebutted, the business judgment rule attaches to protect the directors and their decisions, and their business judgments will not be second guessed. Where, however, the presumption is rebutted, the directors bear the burden of demonstrating the entire fairness of the relevant transaction. Notwithstanding the foregoing, Delaware courts subject directors’ conduct to enhanced scrutiny in respect of defensive actions taken in response to a threat to corporate control and approval of a transaction resulting in a sale of control of the corporation.

      Interested Directors. Our Bye-laws provide that transactions we enter into in which a director has an interest are not voidable by us, nor can the interested director be liable to us for any profit realized pursuant to such transactions, provided the nature of the interest is disclosed at the first opportunity at a meeting of directors, or in writing to the directors. Under Delaware law, such a transaction would not be voidable if (i) the material facts as to the interested director’s relationship or interests are disclosed or are known to the board of directors and the board in good faith authorized the transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors constitute less than a quorum, (ii) the material facts as to the director’s relationship or interest and as to the transaction are disclosed or are known to the shareholders entitled to vote on the transaction and the transaction is specifically approved in good faith by vote of the shareholders or (iii) the transaction is fair to the corporation as of the time it is authorized, approved or ratified by the board of directors, a committee of the board of directors or the shareholders. Under Delaware law, the interested director could be held liable for a transaction in which that director derived an improper personal benefit.

      Dividends and Distributions. Bermuda law permits the declaration and payment of dividends and the making of distributions from contributed surplus by a company only if there are no reasonable grounds for believing that the company is, or would after the payment be, unable to pay its liabilities as they become due, or the realizable value of the company’s assets would be less, as a result of the payment, than the aggregate of its liabilities and its issued share capital and share premium accounts. The excess of the consideration paid on issue of shares over the aggregate par value of such shares must (except in limited circumstances) be credited to a share premium account. Share premium may be distributed in limited circumstances, for example to pay up unissued shares which may be distributed to shareholders in proportion to their holdings, but is otherwise subject to limitation. In addition, our ability to pay dividends is subject to Bermuda insurance laws and regulatory constraints. Our Bye-Laws permit the board of directors to declare, in accordance with the Companies Act, a dividend to be paid to its shareholders, in proportion to the number of shares held by the shareholders, and such dividend may be paid in cash or wholly or partly in specie, in which case the board of directors may fix the value for distribution in specie of any assets.

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      Under Delaware law, subject to any restrictions contained in the company’s certificate of incorporation, a company may pay dividends out of surplus or, if there is no surplus, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. Delaware law also provides that dividends may not be paid out of net profits at any time when capital is less than the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets.

      Amalgamations, Mergers and Similar Agreements. We may acquire the business of another Bermuda company or a company incorporated outside Bermuda and carry on such business when it is within the objects of our memorandum of association. In the case of an amalgamation, we may amalgamate with another Bermuda company or with an entity incorporated outside Bermuda. A shareholder who did not vote in favor of the amalgamation may apply to a Bermuda court for a proper valuation of his or her shares if he or she is not satisfied that fair value has been offered for those shares. The court ordinarily would not disapprove the transaction on that ground absent evidence of fraud or bad faith. Under Delaware law, with certain exceptions, a merger, consolidation or sale of all or substantially all the assets of a corporation must be approved by the board of directors and the holders of a majority of the outstanding shares entitled to vote thereon. Under Delaware law, a stockholder of a corporation participating in certain major corporate transactions may, under certain circumstances, be entitled to appraisal rights pursuant to which the stockholder may receive cash in the amount of the fair value of the shares held by that stockholder (as determined by a court) in lieu of the consideration that stockholder would otherwise receive in the transaction. Delaware law does not provide stockholders of a corporation with voting or appraisal rights when the corporation acquires another business through the issuance of its stock or other consideration (i) in exchange for the assets of the business to be acquired, (ii) in exchange for the outstanding stock of the corporation to be acquired; (iii) in a merger of the corporation to be acquired with a subsidiary of the acquiring corporation or (iv) in a merger in which the corporation’s certificate of incorporation is not amended and the corporation issues less than 20% of its common stock outstanding prior to the merger.

      Takeovers. Bermuda law provides that if the acquiring party is a company, it may compulsorily acquire all the shares of the target company, by acquiring pursuant to a tender offer 90% of the shares or class of shares not already owned by, or by a nominee for, the acquiring party (the offeror), or any of its subsidiaries. If an offeror has, within four months after the making of an offer for all the shares or class of shares not owned by, or by a nominee for, the offeror, or any of its subsidiaries, obtained the approval of the holders of 90% or more of all the shares to which the offer relates, the offeror may, at any time within two months beginning with the date on which the approval was obtained, require by notice any nontendering shareholder to transfer its shares on the same terms as the original offer. In those circumstances, nontendering shareholders will be compelled to sell their shares unless the Supreme Court of Bermuda (on application made within a one-month period from the date of the offeror’s notice of its intention to acquire such shares) orders otherwise. Where one or more parties holds not less than 95% of the shares or a class of shares of a company, such holder(s) may, pursuant to a notice given to the remaining shareholders or class of shareholders, acquire the shares of such remaining shareholders or class of shareholders. When this notice is given, the acquiring party is entitled and bound to acquire the shares of the remaining shareholders on the terms set out in the notice, unless a remaining shareholder, within one month of receiving such notice, applies to the Supreme Court of Bermuda for an appraisal of the value of their shares. This provision only applies where the acquiring party offers the same terms to all holders of shares whose shares are being acquired.

      Delaware law provides that a parent corporation, by resolution of its board of directors and without any shareholder vote, may merge with any subsidiary of which it owns at least 90% of the outstanding shares of each class of stock that is entitled to vote on the transaction. Upon any such merger, dissenting stockholders of the subsidiary would have appraisal rights.

      Shareholder’s Suit. The rights of shareholders under Bermuda law are not as extensive as the rights of shareholders under legislation or judicial precedent in many U.S. jurisdictions. Class actions and derivative actions are generally not available to shareholders under the laws of Bermuda. The Bermuda

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courts, however, would ordinarily be expected to permit a shareholder to commence an action in the name of a company to remedy a wrong to the company where the act complained of is alleged to be beyond the corporate power of the company or illegal, or would result in a violation of the company’s memorandum of association or bye-laws. Furthermore, consideration would be given by the court to acts that are alleged to constitute a fraud against the minority shareholders or where an act requires the approval of a greater percentage of shareholders than actually approved it. The winning party in such an action generally would be able to recover a portion of attorneys’ fees incurred in connection with such action. When the affairs of a company are being conducted in a manner which is oppressive or prejudicial to the interests of some part of the shareholders, one or more shareholders may apply to the Supreme Court of Bermuda, which may make such order as it sees fit, including an order regulating the conduct of the company’s affairs in the future or ordering the purchase of the shares of any shareholders by other shareholders or by the company.

      Our Bye-Laws contain a provision by virtue of which our shareholders waive any claim or right of action that they have, both individually and on our behalf, against any director or officer in relation to any action or failure to take action by such director or officer, except in respect of any fraud or dishonesty of such director or officer.

      Class actions and derivative actions generally are available to stockholders under Delaware law for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law. In such actions, the court has discretion to permit the winning party to recover attorneys’ fees incurred in connection with such action.

      Indemnification of Directors. Our Bye-laws indemnify our directors and officers in their capacity as such in respect of any loss arising or liability attaching to them by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which a director or officer may be guilty in relation to us other than in respect of his own fraud or dishonesty, which is the maximum extent of indemnification permitted under the Companies Act. Under Delaware law, a corporation may indemnify a director or officer of the corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in defense of an action, suit or proceeding by reason of such position if (i) the director or officer acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect to any criminal action or proceeding, if the director or officer had no reasonable cause to believe his conduct was unlawful.

      Inspection of Corporate Records. Members of the general public have the right to inspect our public documents available at the office of the Registrar of Companies in Bermuda, which will include our memorandum of association (including our objects and powers) and alterations to our memorandum of association, including any increase or reduction of our authorized capital. Our shareholders have the additional right to inspect our Bye-laws, minutes of general meetings and our audited financial statements, which must be presented to the annual general meeting of shareholders. Our register of shareholders is also open to inspection by shareholders without charge, and to members of the public for a fee. We are required to maintain a share register in Bermuda but may establish a branch register outside Bermuda. We are required to keep at our registered office a register of our directors and officers which is open for inspection by members of the public without charge. Bermuda law does not, however, provide a general right for shareholders to inspect or obtain copies of any other corporate records. Delaware law permits any stockholder to inspect or obtain copies of a corporation’s stockholder list and its other books and records for any purpose reasonably related to such person’s interest as a stockholder.

      Enforcement of Judgments and Other Matters. We have been advised by Conyers Dill & Pearman, our Bermuda counsel, that there is doubt as to whether the courts of Bermuda would enforce (1) judgments of United States courts obtained in actions against us or our directors and officers, as well as the experts named in this prospectus who reside outside the United States predicated upon the civil liability provisions of the United States federal securities laws and (2) original actions brought in Bermuda against us or our directors and officers, as well as the experts named in this prospectus who reside outside the United States predicated solely upon United States federal securities laws. There is no treaty in effect

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between the United States and Bermuda providing for such enforcement, and there are grounds upon which Bermuda courts may not enforce judgments of United States courts. Certain remedies available under the laws of U.S. jurisdictions, including certain remedies available under the U.S. federal securities laws, would not be allowed in Bermuda courts as contrary to Bermuda’s public policy.

      Shareholder Proposals. Under Bermuda law, the Companies Act provides that shareholders may, as set forth below and at their own expense (unless a company otherwise resolves), require a company to give notice of any resolution that the shareholders can properly propose at the next annual general meeting and/or to circulate a statement prepared by the requesting shareholders in respect of any matter referred to in a proposed resolution or any business to be conducted at a general meeting. The number of shareholders necessary for such a requisition is either that number of shareholders representing at least 5% of the total voting rights of all shareholders having a right to vote at the meeting to which the requisition relates or not less than 100 shareholders. Delaware law does not include a provision restricting the manner in which nominations for directors may be made by stockholders or the manner in which business may be brought before a meeting.

      Calling of Special Shareholders Meetings. Under our Bye-Laws, a special general meeting may be called by our Chairman or by any two directors or and director and the secretary or by the board of directors. Under Bermuda law, a special meeting may also be called by the shareholders when requisitioned by the holders of at least 10% of the paid up voting share capital of Platinum Holdings as provided by the Companies Act. Delaware law permits the board of directors or any person who is authorized under a corporation’s certificate of incorporation or Bye-Laws to call a special meeting of stockholders.

      Approval of Corporate Matters by Written Consent. Under Bermuda law, the Companies Act provides that shareholders may take action by written consent with 100% shareholders consent required. Delaware law permits stockholders to take action by the consent in writing by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting of stockholders at which all shares entitled to vote thereon were present and voted.

      Amendment of Memorandum of Association. Bermuda law provides that the memorandum of association of a company may be amended by a resolution passed at a general meeting of shareholders of which due notice has been given. The holders of an aggregate of not less than 20% in par value of a company’s issued share capital or any class thereof have the right to apply to the Bermuda courts for an annulment of any amendment of the memorandum of association adopted by shareholders at any general meeting, other than an amendment which alters or reduces a company’s share capital as provided in the Companies Act. Where such an application is made, the amendment becomes effective only to the extent that it is confirmed by the Bermuda court.

      Under Delaware law, amendment of the certificate of incorporation of a company must be made by a resolution of the board of directors setting forth the amendment, declaring its advisability, and either calling a special meeting of the stockholders entitled to vote or directing that the amendment proposed be considered at the next annual meeting of the stockholders. Delaware law requires that, unless a different percentage is provided for in the certificate of incorporation, a majority of the outstanding shares entitled to vote thereon is required to approve the amendment of the certificate of incorporation at the stockholders meeting. If the amendment would alter the number of authorized shares or otherwise adversely affect the rights or preference of any class of a company’s stock, Delaware law provides that the holders of the outstanding shares of such affected class should be entitled to vote as a class upon the proposed amendment, regardless of whether such holders are entitled to vote by the certificate of incorporation. However, the number of authorized shares of any class may be increased or decreased, to the extent not falling below the number of shares then outstanding, by the affirmative vote of the holders of a majority of the stock entitled to vote, if so provided in the company’s certificate of incorporation or any amendment that created such class or was adopted prior to the issuance of such class or that was authorized by the affirmative vote of the holders of a majority of such class of stock.

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      Amendment of Bye-laws. Consistent with the Companies Act, our Bye-Laws provide that the no Bye-Law may be rescinded, altered or amended, and no new Bye-Law shall be made, until it has been approved by a resolution of our board of directors and by a resolution of our shareholders. Under Delaware law, holders of a majority of the voting power of a corporation and, if so provided in the certificate of incorporation, the directors of the corporation, have the power to adopt, amend and repeal the bylaws of a corporation.

DESCRIPTION OF THE DEPOSITARY SHARES

General

      We may, at our option, elect to offer depositary shares, each representing a fraction (to be set forth in the prospectus supplement relating to our common shares or a particular series of preferred shares) of a common share or a fraction of a share of a particular class or series of preferred shares as described below. In the event we elect to do so, depositary receipts evidencing depositary shares will be issued to the public.

      The common shares or the shares of the class or series of preferred shares represented by depositary shares will be deposited under a deposit agreement among us, a depositary selected by us and the holders of the depositary receipts. The depositary will be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50,000,000. Subject to the terms of the deposit agreement, each owner of a depositary share will be entitled, in proportion to the applicable fraction of a common share or preference share represented by such depositary share, to all the rights and preferences of the common shares or preferred shares represented thereby (including dividend, voting, redemption and liquidation rights). The depositary shares will be evidenced by depositary receipts issued pursuant to the deposit agreement. Depositary receipts will be distributed to those persons purchasing the fractional common shares or fractional shares of the applicable class or series of preferred shares in accordance with the terms of the offering described in the related prospectus supplement. Forms of the deposit agreement and depositary receipt have been filed as exhibits to the registration statement of which this prospectus forms a part.

      Pending the preparation of definitive depositary receipts, the depositary may, upon our written order, issue temporary depositary receipts substantially identical to (and entitling the holders thereof to all the rights pertaining to) the definitive depositary receipts but not in definitive form. Definitive depositary receipts will be prepared thereafter without unreasonable delay, and temporary depositary receipts will be exchangeable for definitive depositary receipts without charge to the holder thereof.

      The following description of the depositary shares sets forth the material terms and provisions of the depositary shares to which any prospectus supplement may relate. The particular terms of the depositary shares offered by any prospectus supplement, and the extent to which the general provisions described below may apply to the offered securities, will be described in the prospectus supplement, which will also include a discussion of certain U.S. federal income tax considerations.

Dividends and Other Distributions

      The depositary will distribute all cash dividends or other distributions received in respect of the related common shares or preferred shares to the record holders of depositary shares relating to such common shares or preferred shares in proportion to the number of such depositary shares owned by such holders.

      In the event of a distribution other than in cash, the depositary will distribute property received by it to the record holders of depositary shares entitled thereto, unless the depositary determines that it is not feasible to make such distribution, in which case the depositary may, with our approval, sell such property and distribute the net proceeds from the sale to such holders.

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Withdrawal of Shares

      Upon surrender of the depositary receipts at the corporate trust office of the depositary (unless the related depositary shares have previously been called for redemption), the holder of the depositary shares evidenced thereby is entitled to delivery of the number of whole shares of the related common shares or class or series of preferred shares and any money or other property represented by such depositary shares. Holders of depositary shares will be entitled to receive whole shares of the related common shares or class or series of preferred shares on the basis set forth in the prospectus supplement for such common shares or class or series of preferred shares, but holders of such whole common shares or preferred shares will not thereafter be entitled to exchange them for depositary shares. If the depositary receipts delivered by the holder evidence a number of depositary shares in excess of the number of depositary shares representing the number of whole common shares or preferred shares to be withdrawn, the depositary will deliver to such holder at the same time a new depositary receipt evidencing such excess number of depositary shares. In no event will fractional common shares or preferred shares be delivered upon surrender of depositary receipts to the depositary.

Redemption of Depositary Shares

      Whenever we redeem common shares or preferred shares held by the depositary, the depositary will redeem as of the same redemption date the number of depositary shares representing common shares or shares of the related class or series of preferred shares so redeemed. The redemption price per depositary share will be equal to the applicable fraction of the redemption price per share payable with respect to such common shares or class or series of preferred shares. If less than all the depositary shares are to be redeemed, the depositary shares to be redeemed will be selected by lot or pro rata as may be determined by the depositary.

Voting of the Common Shares or Preferred Shares

      Upon receipt of notice of any meeting at which the holders of common shares or preferred shares are entitled to vote, the depositary will mail the information contained in such notice of meeting to the record holders of the depositary shares relating to such common shares or preferred shares. Each record holder of such depositary shares on the record date (which will be the same date as the record date for common shares or preferred shares, as applicable) will be entitled to instruct the depositary as to the exercise of the voting rights pertaining to the amount of common shares or preferred shares represented by such holder’s depositary shares. The depositary will endeavor, insofar as practicable, to vote the number of the common shares or preferred shares represented by such depositary shares in accordance with such instructions, and we will agree to take all action which the depositary deems necessary in order to enable the depositary to do so. The depositary will vote all common shares or preferred shares held by it proportionately with instructions received if it does not receive specific instructions from the holders of depositary shares representing such common shares or preferred shares.

Amendment and Termination of the Deposit Agreement

      The form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement may at any time be amended by agreement between us and the depositary. However, any amendment which materially and adversely alters the rights of the holders of depositary receipts will not be effective unless such amendment has been approved by the holders of depositary receipts representing at least a majority (or, in the case of amendments relating to or affecting rights to receive dividends or distributions or voting or redemption rights, 66%, unless otherwise provided in the related prospectus supplement) of the depositary shares then outstanding. The deposit agreement may be terminated by us or the depositary only if (1) all outstanding depositary shares have been redeemed, (2) there has been a final distribution in respect of the common shares or the preferred shares in connection with our liquidation, dissolution or winding up and such distribution has been distributed to the holders of depositary receipts or (3) upon the consent of holders of depositary receipts representing not less than 66% of the depositary shares outstanding, unless otherwise provided in the related prospectus supplement.

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Charges of Depositary

      We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will also pay charges of the depositary in connection with the initial deposit of the related common shares or preferred shares and any redemption of such common shares or preferred shares. Holders of depositary receipts will pay all other transfer and other taxes and governmental charges and such other charges as are expressly provided in the deposit agreement to be for their accounts.

      The depositary may refuse to effect any transfer of a depositary receipt or any withdrawal of common shares or preferred shares evidenced thereby until all such taxes and charges with respect to such depositary receipt or such common shares or preferred shares are paid by the holders thereof.

Miscellaneous

      The depositary will forward all reports and communications from us which are delivered to the depositary and which we are required to furnish to the holders of common shares or preferred shares.

      Neither we nor the depositary will be liable if either of us is prevented or delayed by law or any circumstance beyond our control in performing our obligations under the deposit agreement. Our obligations and the obligations of the depositary under the deposit agreement will be limited to performance in good faith of their duties thereunder and neither we nor the depositary will be obligated to prosecute or defend any legal proceeding in respect of any depositary shares or class or series of preferred shares unless satisfactory indemnity is furnished. We and the depositary may rely on written advice of counsel or accountants, or information provided by persons presenting preferred shares for deposit, holders of depositary shares or other persons believed to be competent and on documents believed to be genuine.

Resignation and Removal of Depositary

      The depositary may resign at any time by delivering to us notice of its election to do so, and we may at any time remove the depositary. Any such resignation or removal of the depositary will take effect upon the appointment of a successor depositary, which successor depositary must be appointed within 60 days after delivery of the notice of resignation or removal and must be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50,000,000.

DESCRIPTION OF THE DEBT SECURITIES

General

      The following summary is a description of the debt securities that may be issued by either Platinum Holdings or Platinum Finance; debt securities issued by Platinum Finance will be fully and unconditionally guaranteed by Platinum Holdings. The description sets forth the material terms and provisions of the debt securities to which any prospectus supplement may relate and may be amended or supplemented by terms described in the applicable prospectus supplement. Platinum Holdings’ senior debt securities (which we refer to as the Platinum Holdings senior debt securities) are to be issued under a senior indenture between Platinum Holdings and JPMorgan Chase Bank N.A. (as successor entity to JPMorgan Chase Bank, and which we refer to as JPMorgan Chase Bank), as trustee, as supplemented (which we refer to as the Platinum Holdings senior indenture). Platinum Holdings’ subordinated debt securities (which we refer to as the Platinum Holdings subordinated debt securities) are to be issued under a subordinated indenture between us and JPMorgan Chase Bank, as trustee, as supplemented (which we refer to as the Platinum Holdings subordinated indenture). The Platinum Holdings senior indenture and the Platinum Holdings subordinated indenture are substantially identical, except for certain covenants of Platinum Holdings and provisions relating to subordination. The Platinum Holdings senior indenture and the Platinum Holdings subordinated indenture are sometimes referred to herein collectively as the “Platinum Holdings indentures” and each individually as a “Platinum Holdings indenture,” and the trustees under each of the

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Platinum Holdings indentures are sometimes referred to herein collectively as the “Platinum Holdings trustees” and each individually as a “Platinum Holdings trustee.”

      Platinum Finance’s senior debt securities, which will be fully and unconditionally guaranteed by Platinum Holdings (which we refer to as the Platinum Finance senior debt securities), are to be issued under a senior indenture among Platinum Finance as issuer, Platinum Holdings as guarantor and JPMorgan Chase Bank, as trustee, as supplemented (which we refer to as the Platinum Finance senior indenture). Platinum Finance’s subordinated debt securities, which will be fully and unconditionally guaranteed by Platinum Holdings (which we refer to as the Platinum Finance subordinated debt securities), are to be issued under a subordinated indenture among Platinum Finance as issuer, Platinum Holdings as guarantor and JPMorgan Chase Bank, as trustee, as supplemented (which we refer to as the Platinum Finance subordinated indenture). The Platinum Finance senior indenture and the Platinum Finance subordinated indenture are substantially identical, except for certain covenants of Platinum Finance and provisions relating to subordination. The Platinum Finance senior indenture and the Platinum Finance subordinated indenture are sometimes referred to herein collectively as the “Platinum Finance indentures” and each individually as a “Platinum Finance indenture,” and the trustees under each of the Platinum Finance indentures are sometimes referred to herein collectively as the “Platinum Finance trustees” and each individually as a “Platinum Finance trustee.” The Platinum Holdings indentures and the Platinum Finance indentures are also substantially identical, except for certain covenants of Platinum Holdings or Platinum Finance, as applicable, relating to the guarantee by Platinum Holdings of debt securities issued by Platinum Finance.

      The Platinum Holdings indentures and the Platinum Finance indentures are sometimes referred to herein collectively as the “indentures” and each individually as the “indenture.” The Platinum Holdings trustees and the Platinum Finance trustees are sometimes referred to herein collectively as the “trustees” and each individually as a “trustee.” Platinum Holdings and Platinum Finance are sometimes referred to herein collectively as the “issuers” and each individually as the “issuer.” If applicable, Platinum Holdings is sometimes referred to herein as the “guarantor.” We refer collectively to the Platinum Holdings senior debt securities, the Platinum Holdings subordinated debt securities, the Platinum Finance senior debt securities and the Platinum Finance subordinated debt securities as the “debt securities.”

      The particular terms of the series of debt securities offered by any prospectus supplement, and the extent to which general provisions described below may apply to the offered series of debt securities, will be described in the prospectus supplement.

      The following summaries of the material terms and provisions of the indentures and the related debt securities and any related guarantee are not complete and are subject to, and are qualified in their entirety by reference to, all provisions of the indentures, including the definitions of certain terms in the indentures and those terms to be made a part of the indentures by the Trust Indenture Act of 1939, as amended (which we refer to as the Trust Indenture Act). Wherever we refer to particular articles, sections or defined terms of an indenture, without specific reference to an indenture, those articles, sections or defined terms are contained in all indentures.

      The indentures do not limit the aggregate principal amount of the debt securities which the issuer may issue under them and provide that the issuer may issue debt securities under them from time to time in one or more series. The indentures do not limit the amount of other indebtedness or the debt securities which the applicable issuer or its subsidiaries may issue.

      Unless otherwise provided in a prospectus supplement, Platinum Holdings senior debt securities and any related guarantee of Platinum Finance senior debt securities will be unsecured obligations of Platinum Holdings, and will rank equally with all of Platinum Holdings’ other unsecured and unsubordinated indebtedness. Platinum Holdings subordinated debt securities and any related guarantee of such Platinum Finance subordinated debt securities will be unsecured obligations of Platinum Holdings, subordinated in right of payment to the prior payment in full of all Senior Indebtedness (which term includes the senior debt securities) of Platinum Holdings as described below under “Subordination of the Subordinated Debt Securities” and in the applicable prospectus supplement.

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      Unless otherwise provided in a prospectus supplement, Platinum Finance’s senior debt securities will be unsecured obligations of Platinum Finance, and will rank equally with all of Platinum Finance’s other unsecured and unsubordinated indebtedness. Platinum Finance’s subordinated debt securities will be unsecured obligations of Platinum Finance, subordinated in right of payment to the prior payment in full of all Senior Indebtedness (which term includes the senior debt securities) of Platinum Finance as described below under “Subordination of the Subordinated Debt Securities” and in the applicable prospectus supplement.

      Because Platinum Holdings and Platinum Finance are holding companies, their rights and the rights of their creditors (including the holders of their debt securities) and shareholders of Platinum Holdings or the stockholder of Platinum Finance to participate in distributions by certain of their subsidiaries upon that subsidiary’s liquidation or reorganization or otherwise would be subject to the prior claims of that subsidiary’s creditors, except to the extent that they may themselves be creditors with recognized claims against that subsidiary or their creditor may have the benefit of a guaranty from a subsidiary of either Platinum Holdings or Platinum Finance. None of their creditors has the benefit of a guaranty from any of their subsidiaries. The rights of Platinum Holdings’ or Platinum Finance’s creditors (including the holders of their debt securities) to participate in the distribution of stock or shares, as applicable, owned by them in certain of their subsidiaries, including their insurance subsidiaries, may also be subject to approval by certain insurance regulatory authorities having jurisdiction over such subsidiaries.

      The ability of Platinum Holdings and Platinum Finance to receive dividends and other distributions from their insurance company subsidiaries is limited by applicable law and regulation. See “Our Business — Regulation” in our Annual Report on Form 10-K/ A for the year ended December 31, 2004 incorporated by reference in this prospectus. If Platinum Holdings or Platinum Finance, as applicable, is unable to receive dividends or distributions from its insurance company subsidiaries, or if such dividends or distributions are limited, the ability of Platinum Holdings or Platinum Finance, as applicable, to make payments owing with respect to the debt securities will be adversely affected.

      The prospectus supplement relating to the particular series of debt securities offered thereby will describe the following terms of the offered series of debt securities and any related guarantee by Platinum Holdings:

•  the title of such debt securities and the series in which such debt securities will be included, which may include medium-term notes, the aggregate principal amount of such debt securities and any limit upon such principal amount;

•  the date or dates, or the method or methods, if any, by which such date or dates will be determined, on which the principal of such series of debt securities will be payable;

•  the rate or rates at which such series of debt securities will bear interest, if any, which rate may be zero in the case of certain debt securities issued at an issue price representing a discount from the principal amount payable at maturity, or the method by which such rate or rates will be determined (including, if applicable, any remarketing option or similar method), and the date or dates from which such interest, if any, will accrue or the method by which such date or dates will be determined;

•  the date or dates on which interest, if any, on such series of debt securities will be payable and any regular record dates applicable to the date or dates on which interest will be so payable;

•  the place or places where the principal of, any premium or interest on or any additional amounts with respect to such series of debt securities will be payable, any of such series of debt securities that are issued in registered form may be surrendered for registration of transfer or exchange, and any such debt securities may be surrendered for conversion or exchange;

•  whether any of such series of debt securities are to be redeemable at the particular issuer’s option and, if so, the date or dates on which, the period or periods within which, the price or prices at

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	which and the other terms and conditions upon which such series of debt securities may be redeemed, in whole or in part, at the particular issuer’s option;
•	whether the issuer will be obligated to redeem or purchase any of such series of debt securities pursuant to any sinking fund or analogous provision or at the option of any holder thereof and, if so, the date or dates on which, the period or periods within which, the price or prices at which and the other terms and conditions upon which such debt securities will be redeemed or purchased, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such series of debt securities so redeemed or purchased;
•	if other than denominations of $1,000 and any integral multiple thereof, the denominations in which any series of debt securities to be issued in registered form will be issuable and, if other than a denomination of $5,000, the denominations in which any debt securities to be issued in bearer form will be issuable;
•	whether the series of debt securities will be listed on any national securities exchange;
•	whether the series of debt securities will be convertible into common shares and/or exchangeable for other securities issued by the issuer of the particular debt securities, and, if so, the terms and conditions upon which such series of debt securities will be so convertible or exchangeable;
•	if other than the principal amount, the portion of the principal amount (or the method by which such portion will be determined) of such series of debt securities that will be payable upon declaration of acceleration of the maturity thereof;
•	if other than United States dollars, the currency of payment, including composite currencies, of the principal of, any premium or interest on or any additional amounts with respect to any of such series of debt securities;
•	whether the principal of, any premium or interest on or any additional amounts with respect to such series of debt securities will be payable, at the issuer’s election or the election of a holder, in a currency other than that in which such series of debt securities are stated to be payable and the date or dates on which, the period or periods within which, and the other terms and conditions upon which, such election may be made;
•	any index, formula or other method used to determine the amount of payments of principal of, any premium or interest on or any additional amounts with respect to such series of debt securities;
•	whether such series of debt securities are to be issued in the form of one or more global securities and, if so, the identity of the depositary for such global security or securities;
•	whether such series of debt securities are the senior debt securities or subordinated debt securities and, if the subordinated debt securities, the specific subordination provisions applicable thereto;
•	in the case of subordinated debt securities, the relative degree, if any, to which such series of subordinated debt securities of the series, and any related guarantee, will be senior to or be subordinated to other series of the subordinated debt securities or other indebtedness of the issuer and any guarantor in right of payment, whether such other series of the subordinated debt securities or other indebtedness are outstanding or not;
•	in the case of subordinated debt securities, any limitation on the issuance of additional Senior Indebtedness;
•	any deletions from, modifications of or additions to the Events of Default or covenants of the issuer and any guarantor with respect to such series of debt securities;
•	whether the provisions described below under “Discharge, Defeasance and Covenant Defeasance” will be applicable to such series of debt securities;
•	a discussion of certain U.S. federal income tax considerations;

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•  whether any of such series of debt securities are to be issued upon the exercise of warrants, and the time, manner and place for such debt securities to be authenticated and delivered; and

•  any other terms of such series of debt securities and any related guarantee and any other deletions from or modifications or additions to the applicable indenture in respect of such debt securities.

      The issuer will have the ability under the indentures to “reopen” a previously issued series of debt securities and issue additional debt securities of that series or establish additional terms of that series. The issuer is also permitted to issue debt securities with the same terms as previously issued debt securities.

      Unless otherwise provided in the related prospectus supplement, principal, premium, interest and additional amounts, if any, with respect to any series of debt securities will be payable at the office or agency maintained by the issuer for such purposes (initially the corporate trust office of the trustee). In the case of debt securities issued in registered form, interest may be paid by check mailed to the persons entitled thereto at their addresses appearing on the security register or by transfer to an account maintained by the payee with a bank located in the United States. Interest on debt securities issued in registered form will be payable on any interest payment date to the persons in whose names the debt securities are registered at the close of business on the regular record date with respect to such interest payment date. Interest on such debt securities which have a redemption date after a regular record date, and on or before the following interest payment date, will also be payable to the persons in whose names the debt securities are so registered. All paying agents initially designated by the issuer for the debt securities will be named in the related prospectus supplement. The issuer may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts, except that the issuer will be required to maintain a paying agent in each place where the principal of, any premium or interest on or any additional amounts with respect to the debt securities are payable.

      Unless otherwise provided in the related prospectus supplement, the debt securities may be presented for transfer (duly endorsed or accompanied by a written instrument of transfer, if so required by the issuer or the security registrar) or exchanged for other debt securities of the same series (containing identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount) at the office or agency maintained by the issuer for such purposes (initially the corporate trust office of the trustee). Such transfer or exchange will be made without service charge, but the issuer may require payment of a sum sufficient to cover any tax or other governmental charge and any other expenses then payable. The issuer will not be required to (1) issue, register the transfer of, or exchange, the debt securities during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any such debt securities and ending at the close of business on the day of such mailing or (2) register the transfer of or exchange any debt security so selected for redemption in whole or in part, except the unredeemed portion of any debt security being redeemed in part. Any transfer agent (in addition to the security registrar) initially designated by the issuer for its debt securities will be named in the related prospectus supplement. The issuer may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except that the issuer will be required to maintain a transfer agent in each place where the principal of, any premium or interest on or any additional amounts with respect to the debt securities are payable.

      Unless otherwise provided in the related prospectus supplement, the debt securities will be issued only in fully registered form without coupons in minimum denominations of $1,000 and any integral multiple thereof. The debt securities may be represented in whole or in part by one or more global debt securities registered in the name of a depositary or its nominee and, if so represented, interests in such global debt security will be shown on, and transfers thereof will be effected only through, records maintained by the designated depositary and its participants as described below. Where the debt securities of any series are issued in bearer form, the special restrictions and considerations, including special offering restrictions and special U.S. federal income tax considerations, applicable to such debt securities and to payment on and transfer and exchange of such debt securities will be described in the related prospectus supplement.

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      The debt securities may be issued as original issue discount securities (bearing no fixed interest or bearing fixed interest at a rate which at the time of issuance is below specified market rates) to be sold at a substantial discount below their principal amount and may for various other reasons be considered to have original issue discount for U.S. federal income tax purposes. In general, original issue discount is included in the income of holders on a yield-to-maturity basis. Accordingly, depending on the terms of the debt securities, holders may be required to include amounts in income prior to the receipt thereof. Special U.S. federal income tax and other considerations applicable to original issue discount securities will be described in the related prospectus supplement.

      The debt securities may also be issued at a premium (issued for an amount in excess of the face amount of such securities). In general, such bond premium would be amortizable over the term of the debt instrument and deductible by the holders for U.S. federal income tax purposes. Special U.S. federal income tax and other considerations applicable to securities issued at a premium will be described in the related prospectus supplement.

      If the purchase price of any debt securities is payable in one or more foreign currencies or currency units or if any debt securities are denominated in one or more foreign currencies or currency units or if the principal of, or any premium or interest on, or any additional amounts with respect to, any debt securities is payable in one or more foreign currencies or currency units, the restrictions, elections, certain U.S. federal income tax considerations, specific terms and other information with respect to such debt securities and such foreign currency or currency units will be set forth in the related prospectus supplement.

      The issuer will comply with Section 14(e) under the Exchange Act, and any other tender offer rules under the Exchange Act which may then be applicable, in connection with any obligation of the issuer to purchase debt securities at the option of the holders. Any such obligation applicable to a series of debt securities will be described in the related prospectus supplement.

      Unless otherwise described in a prospectus supplement relating to any series of debt securities, the indentures do not contain any provisions that would limit the issuer’s or any guarantor’s ability to incur indebtedness or that would afford holders of the debt securities protection in the event of a sudden and significant decline in the issuer’s or any guarantor’s credit quality or a takeover, recapitalization or highly leveraged or similar transaction involving the issuer or any guarantor. Accordingly, the issuer and any guarantor could in the future enter into transactions that could increase the amount of indebtedness outstanding at that time or otherwise affect our capital structure or credit rating. You should refer to the prospectus supplement relating to a particular series of the debt securities for information regarding to any deletions from, modifications of or additions to the Events of Defaults described below or the issuer’s or any guarantor’s covenants contained in the indentures, including any addition of a covenant or other provisions providing event risk or similar protection.

Conversion and Exchange

      The terms, if any, on which debt securities of any series are convertible into or exchangeable for common shares or preferred shares of Platinum Holdings or other securities issued by either Platinum Holdings or Platinum Finance, property or cash, or a combination of any of the foregoing, will be set forth in the related prospectus supplement. Such terms may include provisions for conversion or exchange, either mandatory, at the option of the holder, or at the issuer’s option, in which the securities, property or cash to be received by the holders of the debt securities would be calculated according to the factors and at such time as described in the related prospectus supplement. Any such conversion or exchange for securities issued by Platinum Holdings will comply with applicable Bermuda law, its memorandum of association and Bye-laws. Any such conversion or exchange for securities issued by Platinum Finance will comply with applicable Delaware law, its Certificate of Incorporation and By-laws.

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Optional Redemption

      Unless otherwise described in a prospectus supplement relating to any debt securities, the issuer may at its option, redeem any series of its own debt securities, in whole or in part, at any time at the redemption price. Unless otherwise described in a prospectus supplement, debt securities’ will not be subject to sinking fund or other mandatory redemption or to redemption or repurchase at the option of the holders upon a change of control, a change in management, an asset sale or any other specified event.

Selection and Notice

      Unless otherwise described in a prospectus supplement, the issuer will send the holders of its debt securities to be redeemed a notice of redemption by first-class mail at least 30 and not more than 60 days prior to the date fixed for redemption. If the issuer elects to redeem fewer than all the debt securities, unless otherwise agreed in a holders’ redemption agreement, the trustee will select in a fair and appropriate manner, including pro rata or by lot, the debt securities to be redeemed in whole or in part.

      Unless the issuer defaults in payment of the redemption price, the debt securities called for redemption shall cease to accrue any interest on or after the redemption date.

Consolidation, Amalgamation, Merger and Sale of Assets

      Unless otherwise described in a prospectus supplement, each indenture provides that the issuer and any guarantor may not (1) consolidate or amalgamate with or merge into any person or convey, transfer or lease the issuer’s or any guarantor’s properties and assets as an entirety or substantially as an entirety to any person, or (2) permit any person to consolidate or amalgamate with or merge into the issuer or any guarantor unless (a) such person is a corporation or limited liability company organized and existing under the laws of the United States, any state thereof or the District of Columbia, Bermuda or any other country (including under the laws of any state, province or political subdivision thereof) which is, on the date of the indenture, a member of the Organization of Economic Cooperation and Development and will expressly assume, by supplemental indenture satisfactory in form to the trustee, the due and punctual payment or guarantee of the principal of, any premium and interest on and any additional amounts with respect to the debt securities issued thereunder, and the performance of the issuer’s and any guarantor’s obligations under the indenture and the debt securities issued thereunder; (b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the issuer or of any guarantor or of a designated subsidiary as a result of such transaction as having been incurred by the issuer or such subsidiary at the time of such transaction, no event of default, and no event which after notice or lapse of time or both would become an event of default, will have happened and be continuing; and (c) certain other documents are delivered.

Certain Other Covenants

      Except as otherwise permitted under “Consolidation, Amalgamation, Merger and Sale of Assets” described above, the issuer and any guarantor will do or cause to be done all things necessary to maintain in full force and effect their legal existence, rights (charter and statutory) and franchises. The issuer and any guarantor are not, however, required to preserve any right or franchise if they determine that it is no longer desirable in the conduct of their business and the loss is not disadvantageous in any material respect to the holders of any debt securities. (Section 4.6 of the indenture)

Guarantee

      Under the guarantee attached to any debt securities issued by Platinum Finance, Platinum Holdings irrevocably, fully and unconditionally guarantees, on a senior and unsecured basis, the payment in full of the following:

      (1) interest payments that are required to be paid on the Platinum Finance debt securities;

      (2) the principal amount of the Platinum Finance debt securities;

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      (3) interest payments on overdue interest payments and principal amounts due on the Platinum Finance debt securities, to the extent permitted by law; and

      (4) any other payments due to holders of Platinum Finance debt securities under the Platinum Finance debt securities and the Platinum Finance indenture.

      The guarantee is unsecured and ranks equally in right of payment to all other senior unsecured debt of Platinum Holdings, including its guarantees of Platinum Finance’s outstanding 7.50% Notes in the aggregate principal amount of $250,000,000 and of Platinum Finance’s outstanding 6.371% Notes in the aggregate principal amount of $137,500,000. In addition, Platinum Holdings is a holding company and its assets consist primarily of the capital stock of its subsidiaries. Accordingly, Platinum Holdings depends on dividends and other distributions from its subsidiaries in order to make payments on the guarantee. Platinum Holdings’ guarantee is effectively junior to the debt and other liabilities of its subsidiaries. The Platinum Finance debt securities and any guarantee do not limit Platinum Holdings’ ability or the ability of its subsidiaries to incur indebtedness. This would include indebtedness that ranks equally with the Platinum Finance debt securities and the guarantee. The guarantee is governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of laws principles thereof.

Events of Default

      Unless the issuer and any guarantor provide other or substitute Events of Default in a prospectus supplement, or unless the following Events of Default are either inapplicable to a particular series of debt securities or are specifically deleted or modified in the applicable resolution of the board of directors of the issuer or in the supplemental indenture under which such series of debt securities is issued, the following events will constitute an event of default under the applicable indenture with respect to a series of debt securities (whatever the reason for such event of default and whether it will 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):

      (1) default in the payment of any interest on the series of debt securities, 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;

      (2) default in the payment of the principal of or any premium, if any, on the series of debt securities, or any additional amounts payable with respect thereto, when such principal or premium becomes or such additional amounts become due and payable either at maturity, upon any redemption, by declaration of acceleration or otherwise;

      (3) default in the performance, or breach, of any covenant or warranty of the issuer or any guarantor contained in the indenture (other than a covenant or warranty in respect of the debt securities of such series a default in whose performance or observance is elsewhere specifically dealt with pursuant to another Event of Default), and the continuance of such default or breach for a period of 60 days after written notice has been given as provided in the indenture;

      (4) default in the payment at maturity of Indebtedness of the issuer or any guarantor in excess of $50,000,000 or if any event of default as defined in any mortgage, indenture or instrument under which there may be issued, or by which there may be secured or evidenced, any of the issuer’s or any guarantor’s Indebtedness (other than indebtedness which is non-recourse to the issuer or any guarantor) happens and results in acceleration of more than $50,000,000 in principal amount of such Indebtedness (after giving effect to any applicable grace period), and such default is not cured or waived or such acceleration is not rescinded or annulled within a period of 30 days after written notice has been given as provided in the indenture;

      (5) the issuer or any guarantor 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 $50,000,000, which is not stayed on appeal or is not otherwise being appropriately contested in good faith;

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      (6) certain events relating to the issuer’s or any guarantor’s bankruptcy, insolvency or reorganization;

      (7) the issuer’s or any guarantor’s default in the performance or breach of the conditions relating to amalgamation, consolidation, merger or sale of assets stated above, and the continuation of such violation for 60 days after notice is given to the issuer or any guarantor. (Section 6.1 of the indenture); or

      (8) any guarantee ceases to be in full force and effect or Platinum Holdings, or any person acting on its behalf, denies or disaffirms the obligations of Platinum Holdings under the Platinum Finance indenture or the guarantee.

      If an event of default with respect to the debt securities (other than an event of default described in clause (6) of the preceding paragraph) occurs and is continuing, either the trustee or the holders of at least 25% in principal amount of the outstanding debt securities by written notice as provided in the indenture may declare the principal amount of all outstanding debt securities and the interest accrued thereon to be due and payable immediately. An event of default described in clause (6) of the preceding paragraph will cause the principal amount and accrued interest to become immediately due and payable without any declaration or other act by the trustee or any holder. At any time after a declaration of acceleration has been made, but before a judgment or decree for payment of money has been obtained by the trustee, and subject to applicable law and certain other provisions of the indenture, the holders of a majority in aggregate principal amount of the debt securities may, under certain circumstances, rescind and annul such acceleration.

      Each indenture provides that, within 60 days after the occurrence of any event which is, or after notice or lapse of time or both would become, an event of default with respect to the debt securities, the trustee will transmit, in the manner set forth in the indenture and subject to the exceptions described below, notice of such default to the holders of the debt securities unless such default has been cured or waived. However, except in the case of a default in the payment of principal of, or premium, if any, or interest on, or additional amounts with respect to, any debt securities, the trustee may withhold such notice if and so long as the board, executive committee or a trust committee of directors and/or responsible officers of the trustee in good faith determine that the withholding of such notice is in the best interest of the holders of the debt securities.

      If an event of default occurs, has not been waived and is continuing with respect to the debt securities, the trustee may in its discretion proceed to protect and enforce its rights and the rights of the holders of the debt securities by all appropriate judicial proceedings. Each indenture provides that, subject to the duty of the trustee during any default to act with the required standard of care, the trustee will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the debt securities, unless such holders shall have offered to the trustee reasonable indemnity. Subject to such provisions for the indemnification of the trustee, and subject to applicable law and certain other provisions of the indenture, the holders of a majority in aggregate principal amount of the outstanding debt securities will 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 debt securities.

      Under the Companies Act, any payment or other disposition of property made by Platinum Holdings within six months prior to the commencement of its winding up will be invalid if made with the intent to fraudulently prefer one or more of its creditors at a time that Platinum Holdings was unable to pay its debts as they became due.

Modification and Waiver

      The issuer, any guarantor and the trustee may modify or amend each indenture with the consent of the holders of not less than a majority in aggregate principal amount outstanding of a series of debt

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securities affected by the amendment or modification; provided, however, that no such modification or amendment may, without the consent of the holder of each outstanding debt security affected thereby:

•  change the stated maturity of the principal of, or any premium or installment of interest on, or any additional amounts with respect to, the series of debt securities;

•  reduce the principal amount of, or the rate (or modify the calculation of such principal amount or rate) of interest on, or any additional amounts with respect to, or any premium payable upon the redemption of, the series of debt securities;

•  change the issuer’s and any guarantor’s obligation to pay additional amounts with respect to the series of debt securities;

•  change the redemption provisions of the series of debt securities or, following the occurrence of any event that would entitle a holder to require the issuer to redeem or repurchase the series of debt securities at the option of the holder, adversely affect the right of redemption or repurchase at the option of such holder, of the series of debt securities;

•  change the place of payment or the coin or currency in which the principal of, any premium or interest on or any additional amounts with respect to, the series of debt securities is payable;

•  impair the right to institute suit for the enforcement of any payment on or after the stated maturity of the series of debt securities (or, in the case of redemption, on or after the redemption date or, in the case of repayment at the option of any holder, on or after the repayment date);

•  reduce the percentage in principal amount of the series of debt securities, the consent of whose holders is required in order to take specific actions;

•  reduce the requirements for quorum or voting by holders of the series of debt securities in the applicable section of the indenture;

•  modify any of the provisions in the indenture regarding the waiver of past defaults and the waiver of certain covenants by the holders of the series of debt securities except to increase any percentage vote required or to provide that other provisions of the indenture cannot be modified or waived without the consent of the holder of each debt security affected thereby; or

•  modify any of the above provisions. (Section 10.2 of the indenture)

      In addition, no supplemental indenture may directly or indirectly modify or eliminate the subordination provisions of the subordinated indentures in any manner which might terminate or impair the subordination of the subordinated debt securities to Senior Indebtedness without the prior written consent of the holders of the Senior Indebtedness.

      The issuer, any guarantor and the trustee may modify or amend each indenture and the series of debt securities without the consent of any holder in order to, among other things:

•  provide for a successor pursuant to a consolidation, amalgamation, merger or sale of assets that complies with the merger covenant;

•  add to the covenants for the benefit of the holders of the series of debt securities or to surrender any right or power conferred upon us by the indenture;

•  provide for a successor trustee with respect to the series of debt securities;

•  cure any ambiguity or correct or supplement any provision in the indenture which may be defective or inconsistent with any other provision, or to make any other provisions with respect to matters or questions arising under the indenture which will not adversely affect the interests of the holders of the series of debt securities;

•  change the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of the series of debt securities under the indenture;

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•  add any additional events of default with respect to the series of debt securities;

•  provide for conversion or exchange rights of the holders of the series of debt securities; or

•  make any other change that does not materially adversely affect the interests of the holders of the series of debt securities. (Section 10.1 of the indenture)

      The holders of at least a majority in aggregate principal amount of the series of debt securities may, on behalf of the holders of the debt securities, waive compliance by the issuer or any guarantor with certain restrictive provisions of the indenture. (Section 6.1 of the indenture) The holders of not less than a majority in aggregate principal amount of the series of debt securities may, on behalf of the holders of the debt securities, waive any past default and its consequences under the indenture with respect to the series of debt securities, except a default (1) in the payment of principal of, any premium or interest on or any additional amounts with respect to the series of debt securities or (2) in respect of a covenant or provision of the indenture that cannot be modified or amended without the consent of the holder of each debt security. (Section 6.10 of the indenture)

      Under each indenture, the issuer is required to furnish the trustee annually a statement as to performance by the issuer and any guarantor of certain of their obligations under the indenture and as to any default in such performance. The issuer is also required to deliver to the trustee, within five days after occurrence thereof, written notice of any event of default or any event which after notice or lapse of time or both would constitute an event of default under clause (3) in “— Events of Default” described above. (Section 4.7 of the indenture)

Discharge, Defeasance and Covenant Defeasance

      The issuer and any guarantor may discharge certain obligations to holders of the debt securities that have not already been delivered to the trustee for cancellation and that either have become due and payable or will become due and payable within one year (or called for redemption within one year) by depositing with the trustee, in trust, funds in U.S. dollars or Government Obligations (as defined below) in an amount sufficient to pay the entire indebtedness on the debt securities with respect to principal and any premium, interest and additional amounts to the date of such deposit (if the debt securities have become due and payable) or with respect to principal, any premium and interest to the maturity or redemption date thereof, as the case may be. (Section 12.1 of the indenture)

      Each indenture provides that, unless the provisions of Section 12.2 of such indenture are made inapplicable to the debt securities pursuant to Section 3.1 of the indenture, the issuer may elect either (1) to defease and be discharged from any and all obligations with respect to the debt securities (except for, among other things, the obligation to pay principal, interest and additional amounts, if any, upon the occurrence of certain events of taxation, assessment or governmental charge with respect to payments on the debt securities and other obligations to register the transfer or exchange of the debt securities, to replace temporary or mutilated, destroyed, lost or stolen debt securities, to maintain an office or agency with respect to the debt securities and to hold moneys for payment in trust) (“defeasance”) or (2) to be released from their obligations with respect to the debt securities under certain covenants and any omission to comply with such obligations will not constitute a default or an event of default with respect to the debt securities (“covenant defeasance”). Defeasance or covenant defeasance, as the case may be, will be conditioned upon the irrevocable deposit with the trustee, in trust, of an amount in U.S. dollars, or Government Obligations, or both, applicable to such debt securities which through the scheduled payment of principal and interest in accordance with their terms will provide money in an amount sufficient to pay the principal of, any premium and interest on the debt securities on the scheduled due dates or any prior redemption date. (Section 12.2 of the indenture)

      Such a trust may only be established if, among other things:

      (1) the applicable defeasance or covenant defeasance does not result in a breach or violation of, or constitute a default under, any material agreement or instrument, other than the indenture, to which the issuer is a party or by which the issuer is bound,

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      (2) no event of default or event which with notice or lapse of time or both would become an event of default with respect to the debt securities to be defeased will have occurred and be continuing on the date of establishment of such a trust after giving effect to such establishment and, with respect to defeasance only, no bankruptcy proceeding will have occurred and be continuing at any time during the period ending on the 91st day after such date,

      (3) with respect to registered securities and any bearer securities for which the place of payment is within the United States, the issuer and any guarantor have delivered to the trustee an opinion of counsel (as specified in the indenture) to the effect that the holders of the debt securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance or covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance or covenant defeasance had not occurred, and such opinion of counsel, in the case of defeasance, must refer to and be based upon a letter ruling of the Internal Revenue Service received by the issuer or any guarantor, a Revenue Ruling published by the Internal Revenue Service or a change in applicable U.S. federal income tax law occurring after the date of the indenture, and

      (4) with respect to defeasance, the issuer and any guarantor have delivered to the trustee an officers’ certificate as to solvency and the absence of intent of preferring holders over their other creditors. (Section 12.2 of the indenture)

      “Government Obligations” means debt securities which are (1) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is fully and unconditionally guaranteed as a full faith and credit obligation by the United States of America which, in the case of clauses (1) and (2), are not callable or redeemable at the option of the issuer or issuers thereof, and will also include a depository receipt issued by a bank or trust company as custodian with respect to any such Government Obligation or a specific payment of interest on or principal of or any other amount with respect to any such Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian with respect to the Government Obligation or the specific payment of interest on or principal of or any other amount with respect to the Government Obligation evidenced by such depository receipt. (Section 1.1 of the indenture)

      In the event the issuer effects covenant defeasance with respect to the debt securities and the debt securities are declared due and payable because of the occurrence of any event of default other than an event of default with respect to any covenant as to which there has been covenant defeasance, the Government Obligations on deposit with the trustee will be sufficient to pay amounts due on the debt securities at the time of the stated maturity or redemption date but may not be sufficient to pay amounts due on the debt securities at the time of the acceleration resulting from such event of default. However, the issuer and any guarantor would remain liable to make payment of such amounts due at the time of acceleration.

Payment of Additional Amounts

      Unless otherwise described in a prospectus supplement, the issuer or any guarantor will make all payments of principal of and premium, if any, interest and any other amounts on, or in respect of, the debt securities 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 issuer or any guarantor is organized (a “taxing jurisdiction”) or any political subdivision or taxing authority thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (x) the laws (or any regulations or rulings promulgated thereunder) of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (y) an official position regarding the application, administration,

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interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof). If a withholding or deduction at source is required, the issuer or any guarantor will, subject to certain limitations and exceptions described below, pay to the holder of any debt security such additional amounts as may be necessary so that every net payment of principal, premium, if any, interest or any other amount made to such holder, after the withholding or deduction, will not be less than the amount provided for in such debt security or in the indenture to be then due and payable.

      The issuer and any guarantor will not be required to pay any additional amounts for or on account of:

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

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

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

      (4) any withholding or deduction required to be made pursuant to any EU Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meetings of 26-27 November 2000, 3 June 2003 or any law implementing or complying with, or introduced in order to conform to, such EU Directive; or

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

      In addition, the issuer will not be required to pay additional amounts if a payment on the debt securities is reduced as a result of any tax, assessment or other governmental charge that is imposed and withheld at source solely by reason of the beneficial owner (a) being or having been a foreign private foundation or other foreign tax-exempt organization, (b) owning or having owned, actually or constructively, 10% or more of the total combined voting power of all classes of shares of Platinum Holdings entitled to vote, (c) being or having been a “controlled foreign corporation” with respect to which we are a “related person” within the meaning of the Code, (d) being or having been a bank receiving the interest pursuant to a loan agreement in the ordinary course of your trade or business or (e) any combination of items (1), (2), (3) and (4) above and (a), (b), (c) and (d) as contained herein.

      In addition, neither the issuer nor any guarantor will pay additional amounts with respect to any payment of principal of, or premium, if any, interest or any other amounts on, any such debt security to any holder who is a fiduciary, partnership, limited liability company, other fiscally transparent entity or other than the sole beneficial owner of such debt security to the extent that such partner, member with respect to such a limited liability company or other fiscally transparent entity, or beneficiary or settler with

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respect to such fiduciary would not have been entitled to such additional amounts had it been the holder of such debt securities. Moreover, neither the issuer nor any guarantor shall provide any indemnification to the extent that any fiduciary, partnership, limited liability company, other fiscally transparent entity or other than the sole beneficially owner of such debt securities fails to withhold any amounts so required by any relevant taxing jurisdiction. (Section 4.4 of the indenture)

Redemption for Tax Purposes

      Unless otherwise described in a prospectus supplement, the issuer may redeem its debt securities at its option, in whole but not in part, at a redemption price equal to 100% of the principal amount, together with accrued and unpaid interest and additional amounts, if any, to the date fixed for redemption, at any time it receives an opinion of counsel that as a result of (1) any change in or amendment to the laws or treaties (or any regulations or rulings promulgated under these laws or treaties) of Bermuda or any taxing jurisdiction (or of any political subdivision or taxation authority affecting taxation) or any change in the application or official interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which change in position becomes effective after the issuance of the debt securities, or (2) any action taken by a taxing authority of Bermuda or any taxing jurisdiction (or any political subdivision or taxing authority affecting taxation) which action is generally applied or is taken with respect to the issuer, or (3) a decision rendered by a court of competent jurisdiction in Bermuda or any taxing jurisdiction (or any political subdivision) whether or not such decision was rendered with respect to the issuer or any guarantor, there is a substantial probability that the issuer will be required as of the next interest payment date to pay additional amounts with respect to the debt securities as provided in “Payment of Additional Amounts” above and such requirements cannot be avoided by the use of reasonable measures (consistent with practices and interpretations generally followed or in effect at the time such measures could be taken) then available. If the issuer elects to redeem the debt securities under this provision, it will give written notice of such election to the trustee and the holders of the debt securities. If the issuer elects to redeem the debt securities under this provision, it will also mail a notice of redemption at least 30 days but no more than 60 days before the redemption date to each holder of the debt securities to be redeemed. Interest on the debt securities will cease to accrue unless the issuer defaults in the payment of the redemption price. (Section 4.5 of the indenture)

Global Securities

      The debt securities of a series may be issued in whole or in part in the form of one or more global debt securities that will be deposited with, or on behalf of, a depositary identified in the prospectus supplement relating to such series.

      The specific terms of the depositary arrangement with respect to a series of the debt securities will be described in the prospectus supplement relating to such series. Platinum Holdings and Platinum Finance anticipate that the following provisions will apply to all depositary arrangements.

      Upon the issuance of a global security, the depositary for such global security or its nominee will credit, on its book-entry registration and transfer system, the respective principal amounts of the debt securities represented by such global security. Such accounts will be designated by the underwriters or agents with respect to such debt securities or by the issuer if such debt securities are offered and sold directly by the issuer. Ownership of beneficial interests in a global security will be limited to persons that may hold interests through participants in the depositary. Ownership of beneficial interests in such global security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the depositary or its nominee (with respect to interests of participants) and on the records of participants (with respect to interests of persons other than participants). The laws of some states require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and such laws may impair the ability to transfer beneficial interests in a global security.

      So long as the depositary for a global security, or its nominee, is the registered owner of such global security, such depositary or such nominee, as the case may be, will be considered the sole owner or holder

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of the debt securities represented by such global security for all purposes under the applicable indenture. Except as described below, owners of beneficial interests in a global security will not be entitled to have the debt securities of the series represented by such global security registered in their names and will not receive or be entitled to receive physical delivery of the debt securities of that series in definitive form.

      Principal of, any premium and interest on, and any additional amounts with respect to, the debt securities registered in the name of a depositary or its nominee will be made to the depositary or its nominee, as the case may be, as the registered owner of the global security representing such debt securities. None of the trustee, any paying agent, the security registrar, the issuer or any guarantor will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of the global security for such debt securities or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

      Platinum Holdings and Platinum Finance expect that the depositary for a series of its respective debt securities or its nominee, upon receipt of any payment with respect to such debt securities, will credit immediately participants’ accounts with payments in amounts proportionate to their respective beneficial interest in the principal amount of the global security for such debt securities as shown on the records of such depositary or its nominee. Platinum Holdings and Platinum Finance also expect that payments by participants to owners of beneficial interests in such global security held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in “street name,” and will be the responsibility of such participants.

      The indentures provide that if:

      (1) the depositary for a series of the debt securities notifies the issuer or any guarantor, as the case may be, that it is unwilling or unable to continue as depositary or if such depositary ceases to be eligible under the applicable indenture and a successor depositary is not appointed by us within 90 days of written notice;

      (2) the issuer determines that the debt securities of a particular series will no longer be represented by global securities and executes and delivers to the trustee a company order to such effect; or

      (3) an Event of Default with respect to a series of the debt securities has occurred and is continuing,

then in each such case, the global securities will be exchanged for the debt securities of such series in definitive form of like tenor and of an equal aggregate principal amount, in authorized denominations.

      Such definitive debt securities will be registered in such name or names as the depositary shall instruct the trustee. (Section 2.4 of the Platinum Holdings indentures and Section 2.5 of the Platinum Finance indentures). It is expected that such instructions may be based upon directions received by the depositary from participants with respect to ownership of beneficial interests in global securities.

Governing Law

      Each indenture and the debt securities will be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements made or instruments entered into and, in each case, performed in that state.

Information Concerning the Trustee

      Unless otherwise specified in the applicable prospectus supplement, JPMorgan Chase Bank is to be the trustee and paying agent under each indenture and is one of a number of banks with which Platinum Holdings, Platinum Finance and their respective subsidiaries maintain banking relationships in the ordinary course of business.

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CERTAIN PROVISIONS APPLICABLE TO SUBORDINATED DEBT SECURITIES

Subordination of the Subordinated Debt Securities

      The subordinated debt securities will, to the extent set forth in the subordinated indenture, be subordinate in right of payment to the prior payment in full of all Senior Indebtedness. Upon any payment by the issuer or any guarantor or distribution of assets of the issuer or any guarantor of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the issuer or any guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the issuer or any guarantor shall first be paid in full, or payment thereof provided for in money in accordance with their terms, before any payment is made by the issuer or any guarantor on account of the principal (and premium, if any) or interest on the subordinated debt securities; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the issuer or any guarantor, or distribution of assets of the issuer or any guarantor of any kind or character, whether in cash, property or securities, to which the holders of subordinated debt securities or the trustee would be entitled to receive from the issuer, except as so provided in the subordinated indentures, shall be paid by the issuer or any guarantor, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the holders of subordinated debt securities or by the trustee under the subordinated indentures if received by them or it, directly to the holders of Senior Indebtedness of the issuer or any guarantor (pro rata to such holders on the basis of the amounts of Senior Indebtedness held by such holders, as calculated by the issuer or any guarantor), or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of subordinated debt securities or to the trustee.

      By reason of such subordination, in the event of the issuer’s or any guarantor’s liquidation or insolvency, holders of Senior Indebtedness and holders of other obligations of the issuer or any guarantor that are not subordinated to Senior Indebtedness may recover more, ratably, than the holders of subordinated debt securities.

      Subject to the payment in full of all Senior Indebtedness, the rights of the holders of subordinated debt securities will be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of cash, property or securities of the issuer or any guarantor applicable to such Senior Indebtedness until the principal of, any premium and interest on, and any additional amounts with respect to, subordinated debt securities have been paid in full.

      No payment of principal (including redemption and sinking fund payments) of or any premium or interest on or any additional amounts with respect to the subordinated debt securities, or payments to acquire such securities (other than pursuant to their conversion), may be made (1) if any Senior Indebtedness of the issuer or any guarantor is not paid when due and any applicable grace period with respect to such default has ended and such default has not been cured or waived or ceased to exist, or (2) if the maturity of any Senior Indebtedness of the issuer or any guarantor has been accelerated because of a default. The subordinated indenture does not limit or prohibit the issuer or any guarantor from incurring additional Senior Indebtedness, which may include Indebtedness that is senior to subordinated debt securities, but subordinate to the issuer’s or any guarantor’s other obligations. The senior debt securities will constitute Senior Indebtedness under the subordinated indenture.

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      The term “Senior Indebtedness” means all Indebtedness of the issuer and any guarantor outstanding at any time, except:

      (1) the subordinated debt securities;

      (2) Indebtedness as to which, by the terms of the instrument creating or evidencing the same, it is provided that such Indebtedness is subordinated to or ranks equally with the subordinated debt securities;

      (3) Indebtedness of the issuer or any guarantor to an affiliate of the issuer or any guarantor;

      (4) interest accruing after the filing of a petition initiating any bankruptcy, insolvency or other similar proceeding unless such interest is an allowed claim enforceable against the issuer or any guarantor in a proceeding under federal or state bankruptcy laws;

      (5) trade accounts payable; and

      (6) any Indebtedness, including all other debt securities and guarantees in respect of those debt securities, initially issued to any trust, partnership or other entity affiliated with the issuer or any guarantor which is a financing vehicle of the issuer or any guarantor or any Affiliate of the issuer or any guarantor in connection with an issuance by such entity of preferred securities.

      Such Senior Indebtedness will continue to be Senior Indebtedness and be entitled to the benefits of the subordination provisions irrespective of any amendment, modification or waiver of any term of such Senior Indebtedness.

      The subordinated indenture provides that the foregoing subordination provisions, insofar as they relate to any particular issue of subordinated debt securities, may be changed prior to such issuance. Any such change would be described in the related prospectus supplement.

DESCRIPTION OF THE WARRANTS TO PURCHASE COMMON SHARES

OR PREFERRED SHARES

      The following statements with respect to the common share warrants and preference share warrants are summaries of, and subject to, the detailed provisions of a share warrant agreement to be entered into by us and a share warrant agent to be selected at the time of issue. The particular terms of any warrants offered by any prospectus supplement, and the extent to which the general provisions described below may apply to the offered securities, will be described in the prospectus supplement.

General

      The share warrants, evidenced by share warrant certificates, may be issued under the share warrant agreement independently or together with any other securities offered by any prospectus supplement and may be attached to or separate from such other offered securities. If share warrants are offered, the related prospectus supplement will describe the designation and terms of the share warrants, including without limitation the following:

•  the offering price, if any;

•  the aggregate number of warrants;

•  the designation and terms of the common shares or preferred shares purchasable upon exercise of the share warrants;

•  if applicable, the date on and after which the share warrants and the related offered securities will be separately transferable;

•  the number of common shares or preferred shares purchasable upon exercise of one share warrant and the initial price at which such shares may be purchased upon exercise;

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•  the date on which the right to exercise the share warrants shall commence and the date on which such right shall expire;

•  a discussion of certain U.S. federal income tax considerations;

•  the call provisions, if any;

•  the currency, currencies or currency units in which the offering price, if any, and exercise price are payable;

•  the antidilution provisions of the share warrants; and

•  any other terms of the share warrants.

      The common shares or preferred shares issuable upon exercise of the share warrants will, when issued in accordance with the share warrant agreement, be fully paid and nonassessable.

Exercise of Stock Warrants

      Share warrants may be exercised by surrendering to the share warrant agent the share warrant certificate with the form of election to purchase on the reverse thereof duly completed and signed by the warrantholder, or its duly authorized agent (such signature to be guaranteed by a bank or trust company, by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. or by a member of a national securities exchange), indicating the warrantholder’s election to exercise all or a portion of the share warrants evidenced by the certificate. Surrendered share warrant certificates will be accompanied by payment of the aggregate exercise price of the share warrants to be exercised, as set forth in the related prospectus supplement, in lawful money of the United States, unless otherwise provided in the related prospectus supplement. Upon receipt thereof by the share warrant agent, the share warrant agent will requisition from the transfer agent for the common shares or the preferred shares, as the case may be, for issuance and delivery to or upon the written order of the exercising warrantholder, a certificate representing the number of common shares or preferred shares purchased. If less than all of the share warrants evidenced by any share warrant certificate are exercised, the share warrant agent will deliver to the exercising warrantholder a new share warrant certificate representing the unexercised share warrants.

Antidilution and Other Provisions

      The exercise price payable and the number of common shares or preferred shares purchasable upon the exercise of each share warrant and the number of share warrants outstanding will be subject to adjustment in certain events which will be described in a prospectus supplement. These may include the issuance of a stock dividend to holders of common shares or preferred shares, respectively, or a combination, subdivision or reclassification of common shares or preferred shares, respectively. In lieu of adjusting the number of common shares or preferred shares purchasable upon exercise of each share warrant, we may elect to adjust the number of share warrants. No adjustment in the number of shares purchasable upon exercise of the share warrants will be required until cumulative adjustments require an adjustment of at least 1% thereof. We may, at our option, reduce the exercise price at any time. No fractional shares will be issued upon exercise of share warrants, but we will pay the cash value of any fractional shares otherwise issuable. Notwithstanding the foregoing, in case of our consolidation, merger, or sale or conveyance of our property as an entirety or substantially as an entirety, the holder of each outstanding share warrant shall have the right to the kind and amount of shares of stock and other securities and property (including cash) receivable by a holder of the number of common shares or preferred shares into which such share warrants were exercisable immediately prior thereto.

No Rights as Shareholders

      Holders of share warrants will not be entitled, by virtue of being such holders, to vote, to consent, to receive dividends, to receive notice as shareholders with respect to any meeting of shareholders for the election of our directors or any other matter, or to exercise any rights whatsoever as our shareholders.

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DESCRIPTION OF THE WARRANTS TO PURCHASE PLATINUM HOLDINGS DEBT SECURITIES

      The following statements with respect to the debt warrants are summaries of, and subject to, the detailed provisions of a debt warrant agreement to be entered into by us and a debt warrant agent to be selected at the time of issue. The debt warrant agreement may include or incorporate by reference standard warrant provisions substantially in the form of the Standard Debt Warrant Provisions filed as an exhibit to the registration statement of which this prospectus forms a part. The particular terms of any warrants offered by any prospectus supplement, and the extent to which the general provisions described below may apply to the offered securities, will be described in the prospectus supplement.

General

      The debt warrants, evidenced by debt warrant certificates, may be issued under the debt warrant agreement independently or together with any other securities offered by any prospectus supplement and may be attached to or separate from such other offered securities. If debt warrants are offered, the related prospectus supplement will describe the designation and terms of the debt warrants, including without limitation the following:

•  the offering price, if any;

•  the aggregate number of debt warrants;

•  the designation, aggregate principal amount and terms of the Platinum Holdings debt securities purchasable upon exercise of the debt warrants;

•  if applicable, the date on and after which the debt warrants and the related offered securities will be separately transferable;

•  the principal amount of Platinum Holdings debt securities purchasable upon exercise of one debt warrant and the price at which such principal amount of Platinum Holdings debt securities may be purchased upon exercise;

•  the date on which the right to exercise the debt warrants shall commence and the date on which such right shall expire;

•  a discussion of certain U.S. federal income tax considerations;

•  whether the warrants represented by the debt warrant certificates will be issued in registered or bearer form;

•  the currency, currencies or currency units in which the offering price, if any, and exercise price are payable;

•  the antidilution provisions of the debt warrants; and

•  any other terms of the debt warrants.

      Warrantholders will not have any of the rights of holders of Platinum Holdings debt securities, including the right to receive the payment of principal of, any premium or interest on, or any additional amounts with respect to, the Platinum Holdings debt securities or to enforce any of the covenants of the Platinum Holdings debt securities or the applicable indenture except as otherwise provided in the applicable indenture.

Exercise of Debt Warrants

      Debt warrants may be exercised by surrendering the debt warrant certificate at the office of the debt warrant agent, with the form of election to purchase on the reverse side of the debt warrant certificate properly completed and executed (with signature(s) guaranteed by a bank or trust company, by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. or by a member of a

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national securities exchange), and by payment in full of the exercise price, as set forth in the related prospectus supplement. Upon the exercise of debt warrants, we will issue the Platinum Holdings debt securities in authorized denominations in accordance with the instructions of the exercising warrantholder. If less than all of the debt warrants evidenced by the debt warrant certificate are exercised, a new debt warrant certificate will be issued for the remaining number of debt warrants.

DESCRIPTION OF THE PURCHASE CONTRACTS AND THE PURCHASE UNITS

      Platinum Holdings may issue purchase contracts, obligating holders to purchase from us, and obligating us to sell to the holders, a specified number of its common shares, preferred shares, debt securities or securities of third parties, a basket of such securities, an index or indices of such securities or any combination of the above, as specified in the applicable prospectus supplement, at a future date or dates. The price per security may be fixed at the time the purchase contracts are issued or may be determined by reference to a specific formula set forth in the purchase contracts and to be described in the applicable prospectus supplement. The purchase contracts may be issued separately or as a part of purchase units consisting of a purchase contract and, as security for the holder’s obligations to purchase the securities under the purchase contracts, either:

      (1) senior debt securities of Platinum Holdings or Platinum Finance and any related guarantee or subordinated debt securities of Platinum Holdings or Platinum Finance and any related guarantee;

      (2) our preferred shares; or

      (3) debt obligations of third parties, including U.S. Treasury securities.

      The applicable prospectus supplement will specify the securities that will secure the holder’s obligations to purchase securities under the applicable purchase contract. Unless otherwise described in a prospectus supplement, the securities related to the purchase contracts securing the holders’ obligations to purchase securities will be pledged to a collateral agent, for Platinum Holdings’ benefit, under a pledge agreement. The pledged securities will secure the obligations of holders of purchase contracts to purchase securities under the related purchase contracts. The rights of holders of purchase contracts to the related pledged securities will be subject to Platinum Holdings’ security interest in those pledged securities. That security interest will be created by the pledge agreement. No holder of purchase contracts will be permitted to withdraw the pledged securities related to such purchase contracts from the pledge arrangement except upon the termination or early settlement of the related purchase contracts. Subject to that security interest and the terms of the purchase contract agreement and the pledge agreement, each holder of a purchase contract will retain full beneficial ownership of the related pledged securities.

      The purchase contracts may require Platinum Holdings to make periodic payments to the holders of the purchase units or vice versa, and such payments may be unsecured or prefunded on some basis. The purchase contracts may require holders to secure their obligations in a specified manner and in certain circumstances Platinum Holdings may deliver newly issued prepaid purchase contracts upon release to a holder of any collateral securing such holder’s obligations under the original purchase contract.

      The applicable prospectus supplement will describe the terms of any purchase contracts or purchase units and, if applicable, prepaid purchase contracts.

      Except as described in a prospectus supplement, the collateral agent will, upon receipt of distributions on the pledged securities, distribute those payments to Platinum Holdings or a purchase contract agent, as provided in the pledge agreement. The purchase contract agent will in turn distribute payments it receives as provided in the purchase contract.

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PLAN OF DISTRIBUTION

      Platinum Holdings and/or Platinum Finance may sell offered securities in any one or more of the following ways from time to time:

      (1) through agents;

      (2) to or through underwriters;

      (3) through dealers; or

      (4) directly to purchasers.

      The prospectus supplement with respect to the offered securities will set forth the terms of the offering of the offered securities, including the name or names of any underwriters, dealers or agents; the purchase price of the offered securities and the proceeds to Platinum Holdings and/or Platinum Finance from such sale; any underwriting discounts and commissions or agency fees and other items constituting underwriters’ or agents’ compensation; any public offering price and any discounts or concessions allowed or reallowed or paid to dealers and any securities exchange on which such offered securities may be listed. Any public offering price, discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.

      The distribution of the offered securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices.

      Offers to purchase offered securities may be solicited by agents designated by Platinum Holdings and/or Platinum Finance, as applicable, from time to time. Any such agent involved in the offer or sale of the offered securities in respect of which this prospectus is delivered will be named, and any commissions payable by Platinum Holdings and/or Platinum Finance, as applicable, to such agent will be set forth, in the applicable prospectus supplement. Unless otherwise indicated in such prospectus supplement, any such agent will be acting on a reasonable best efforts basis for the period of its appointment. Any such agent may be deemed to be an underwriter, as that term is defined in the Securities Act, of the offered securities so offered and sold.

      If offered securities are sold by means of an underwritten offering, Platinum Holdings and/or Platinum Finance, as applicable, will execute an underwriting agreement with an underwriter or underwriters, and the names of the specific managing underwriter or underwriters, as well as any other underwriters, and the terms of the transaction, including commissions, discounts and any other compensation of the underwriters and dealers, if any, will be set forth in the prospectus supplement which will be used by the underwriters to make resales of the offered securities. If underwriters are utilized in the sale of the offered securities, the offered securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at fixed public offering prices or at varying prices determined by the underwriters at the time of sale.

      Offered securities of Platinum Holdings and/or Platinum Finance, as applicable, may be offered to the public either through underwriting syndicates represented by managing underwriters or directly by the managing underwriters. If any underwriter or underwriters are utilized in the sale of the offered securities, unless otherwise indicated in the prospectus supplement, the underwriting agreement will provide that the obligations of the underwriters are subject to certain conditions precedent and that the underwriters with respect to a sale of offered securities will be obligated to purchase all such offered securities of a series if any are purchased. Platinum Holdings and/or Platinum Finance, as applicable, may grant to the underwriters options to purchase additional offered securities, to cover over-allotments, if any, at the public offering price (with additional underwriting discounts or commissions), as may be set forth in the prospectus supplement relating thereto. If Platinum Holdings and/or Platinum Finance, as applicable, grant any over-allotment option, the terms of such over-allotment option will be set forth in the prospectus supplement relating to such offered securities.

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      If a dealer is utilized in the sales of offered securities in respect of which this prospectus is delivered, Platinum Holdings and/or Platinum Finance, as applicable, will sell such offered securities to the dealer as principal. The dealer may then resell such offered securities to the public at varying prices to be determined by such dealer at the time of resale. Any such dealer may be deemed to be an underwriter, as such term is defined in the Securities Act, of the offered securities so offered and sold. The name of the dealer and the terms of the transaction will be set forth in the related prospectus supplement.

      Offers to purchase offered securities may be solicited directly by Platinum Holdings and/or Platinum Finance, as applicable, and the sale thereof may be made by us directly to institutional investors or others, who may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale thereof. The terms of any such sales will be described in the related prospectus supplement.

      Platinum Holdings and/or Platinum Finance, as applicable, may enter into derivative or other hedging transactions with financial institutions. These financial institutions may in turn engage in sales of common shares to hedge their position, deliver this prospectus in connection with some or all of those sales and use the shares covered by this prospectus to close out any short position created in connection with those sales. Platinum Holdings may also sell its common shares short using this prospectus and deliver common shares covered by this prospectus to close out such short positions, or loan or pledge common shares to financial institutions that in turn may sell the common shares using this prospectus. Platinum Holdings may pledge or grant a security interest in some or all of the common shares covered by this prospectus to support a derivative or hedging position or other obligation and, if Platinum Holdings defaults in the performance of its obligations, the pledgees or secured parties may offer and sell the common shares from time to time pursuant to this prospectus.

      Offered securities may also be offered and sold, if so indicated in the applicable prospectus supplement, in connection with a remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or more firms (“remarketing firms”), acting as principals for their own accounts or as agents for Platinum Holdings and/or Platinum Finance, as applicable. Any remarketing firm will be identified and the terms of its agreements, if any, with Platinum Holdings and/or Platinum Finance and its compensation will be described in the applicable prospectus supplement. Remarketing firms may be deemed to be underwriters, as such term is defined in the Securities Act, in connection with the offered securities remarketed thereby.

      Agents, underwriters, dealers and remarketing firms may be entitled under relevant agreements entered into with Platinum Holdings and/or Platinum Finance to indemnification by Platinum Holdings and/or Platinum Finance, as applicable, against certain civil liabilities, including liabilities under the Securities Act, that may arise from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission to state a material fact in this prospectus, any supplement or amendment hereto, or in the registration statement of which this prospectus forms a part, or to contribution with respect to payments which the agents, underwriters, dealers or remarketing firms may be required to make.

      If so indicated in the prospectus supplement, Platinum Holdings and/or Platinum Finance, as applicable, will authorize underwriters or other persons acting as their agents to solicit offers by certain institutions to purchase offered securities from us pursuant to contracts providing for payments and delivery on a future date. Institutions with which such contracts may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others, but in all cases such institutions must be approved by Platinum Holdings and/or Platinum Finance, as applicable. The obligations of any purchaser under any such contract will be subject to the condition that the purchase of the offered securities shall not at the time of delivery be prohibited under the laws of the jurisdiction to which such purchaser is subject. The underwriters and such other agents will not have any responsibility in respect of the validity or performance of such contracts.

      Disclosure in the prospectus supplement of the use of delayed delivery contracts will include the commission that underwriters and agents soliciting purchases of the securities under delayed contracts will be entitled to receive in addition to the date when Platinum Holdings and/or Platinum Finance will demand payment and delivery of the securities under the delayed delivery contracts. These delayed

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delivery contracts will be subject only to the conditions that Platinum Holdings and/or Platinum Finance describe in the prospectus supplement.

      Each series of offered securities will be a new issue and, other than the common shares which are listed on the New York Stock Exchange, will have no established trading market. Platinum Holdings and/or Platinum Finance, as applicable, may elect to list any series of offered securities on an exchange, and in the case of the common shares, on any additional exchange, but, unless otherwise specified in the applicable prospectus supplement, Platinum Holdings and/or Platinum Finance shall not be obligated to do so. No assurance can be given as to the liquidity of the trading market for any of the offered securities.

      Underwriters, dealers, agents and remarketing firms, as well as their respective affiliates, may be customers of, engage in transactions with, or perform services for, Platinum Holdings, Platinum Finance and their respective subsidiaries in the ordinary course of business.

WHERE YOU CAN FIND MORE INFORMATION

General

      Platinum Holdings and Platinum Finance, as co-registrants, have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the common shares, preferred shares, depositary shares, debt securities and any related guarantees, warrants, purchase contracts and purchase units offered by this prospectus. This prospectus, filed as part of the registration statement, does not contain all of the information set forth in the registration statement and its exhibits and schedules, portions of which have been omitted as permitted by the rules and regulations of the SEC. For further information about Platinum Holdings and/or Platinum Finance and the securities, we refer you to the registration statement and to its exhibits and schedules. Statements in this prospectus about the contents of any contract, agreement or other document are not necessarily complete and, in each instance, we refer you to the copy of such contract, agreement or document filed as an exhibit to the registration statement, with each such statement being qualified in all respects by reference to the document to which it refers. Anyone may inspect the registration statement and its exhibits and schedules without charge at the public reference facilities the SEC maintains at 100 F Street, N.E., Washington, D.C. 20549. You may obtain copies of all or any part of these materials from the SEC upon the payment of certain fees prescribed by the SEC. You may obtain further information about the operation of the SEC’s Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also inspect these reports and other information without charge at a web site maintained by the SEC. The address of this site is http://www.sec.gov.

      We are subject to the informational requirements of the Exchange Act. Accordingly, we file annual, quarterly and current reports, proxy statements and other information with the SEC. You may inspect and copy these reports, proxy statements and other information at the public reference facilities maintained by the SEC at the address noted above. You also may obtain copies of this material from the Public Reference Room of the SEC as described above, or inspect them without charge at the SEC’s web site or at our web site, the address of which is http://www.platinumre.com. We also furnish our shareholders with annual reports containing consolidated financial statements audited by an independent accounting firm. Our web site is not incorporated into or otherwise a part of this prospectus.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference is an important part of this prospectus. Any statement contained in a document which is incorporated by reference in this prospectus is automatically updated and superseded if information contained in this prospectus, or information that we later file with the SEC, modifies or replaces this information. All documents we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,

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after the initial filing of this registration statement and until we sell all the securities shall be deemed to be incorporated by reference into this prospectus. We incorporate by reference the following previously filed documents:

      (1) Our Current Reports on Form 8-K (i) filed on January 11, 2005, February 23, 2005, April 14, 2005, April 28, 2005, May 18, 2005 and August 9, 2005 under Items 1.01 and 9.01; (ii) filed on February 23, 2005 and June 23, 2005 under Item 5.02; (iii) filed on May 13, 2005 under Items 1.01 and 1.02; (iv) filed on May 24, 2005 and on September 22, 2005 under Items 1.01, 8.01 and 9.01; (v) filed on May 27, 2005, August 17, 2005 and October 24, 2005 under Items 1.01, 2.03, 8.01 and 9.01; (vi) filed on June 15, 2005, August 2, 2005, September 15, 2005 and October 6, 2005 under Items 8.01 and 9.01; (vii) filed on July 29, 2005 only with respect to information filed under Item 8.01 and only Exhibit 99.3 under Item 9.01; (viii) filed on October 28, 2005 only with respect to the information filed under Items 1.01, 5.02 and only Exhibits 10.1, 10.2, 10.3 and 99.3 under Item 9.01 and (ix) filed on November 3, 2005 under Items 1.01, 2.03 and 9.01;

      (2) Our Annual Report on Form 10-K and as amended on Form 10-K/ A for the year ended December 31, 2004 including information specifically incorporated by reference into Platinum Holdings’ Form 10-K from Platinum Holdings’ definitive Proxy Statement for its 2005 annual general meeting of shareholders;

      (3) Our Quarterly Reports on Form 10-Q for quarters ended March 31, 2005 and September 30, 2005; our Quarterly Report on Form 10-Q and as amended on Form 10-Q/ A for the quarter ended June 30, 2005; and

      (4) The information set forth under the caption “Description of Our Common Shares” in our registration statement on Form S-1, Registration No. 333-86906, filed with the SEC on April 25, 2002, as thereafter amended and supplemented, including the prospectus constituting part of such registration statement filed pursuant to Rule 424(b) under the Securities Act on October 29, 2002.

      We will provide to each person, including any beneficial owner, to whom this prospectus is delivered, a copy of any or all of the information that has been incorporated by reference in this prospectus but not delivered with this prospectus. To receive a free copy of any of the documents incorporated by reference in this prospectus (other than exhibits to the registration statement of which this prospectus is a part), call or write us at the following address: Platinum Underwriters Holdings, Ltd., The Belvedere Building, 69 Pitts Bay Road, Pembroke, Bermuda HM 08, Bermuda, (441) 295-7195.

LEGAL MATTERS

      Certain matters as to U.S. law in connection with this offering will be passed upon for us by Dewey Ballantine LLP. Certain matters as to Bermuda law in connection with this offering will be passed upon for us by Conyers Dill & Pearman, Hamilton, Bermuda. Additional legal matters may be passed on for us, any underwriters, dealers or agents by counsel which we will name in the applicable prospectus supplement.

EXPERTS

      The consolidated balance sheets of Platinum Holdings as of December 31, 2004 and 2003 and the related consolidated statements of income and comprehensive income, shareholders’ equity and cash flows for the years ended December 31, 2004 and 2003 and the period from April 19, 2002 (date of inception) to December 31, 2002, and all related financial statement schedules, incorporated by reference in this prospectus and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2004, incorporated by reference herein by reference to our Annual Reports on Form 10-K and Form 10-K/ A have been audited by KPMG LLP, independent registered public accounting firm, as set forth in their reports appearing therein. These consolidated financial statements and financial statement schedules and management’s assessment of the effectiveness of internal control over

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financial reporting referred to above are included in reliance upon such reports of KPMG LLP, included herein or incorporated by reference as noted, given upon the authority of such firm as experts in accounting and auditing.

      The combined statements of underwriting results and identifiable underwriting cash flows of The St. Paul Companies, Inc. Reinsurance Underwriting Segment (Predecessor) for the period from January 1, 2002 through November 1, 2002 incorporated by reference in this prospectus have been audited by KPMG LLP, independent registered public accounting firm, as set forth in their report. The combined statements referred to above are included in reliance upon such reports of KPMG LLP, given upon the authority of such firm as experts in accounting and auditing. The audit report covering Predecessor’s combined statements contains an explanatory paragraph that states that the combined statements are not intended to be a complete presentation of Predecessor’s or St. Paul’s financial position, results of operations, or cash flows.

ENFORCEMENT OF CIVIL LIABILITIES UNDER UNITED STATES FEDERAL

SECURITIES LAWS AND OTHER MATTERS

      Platinum Holdings and Platinum Bermuda are Bermuda companies, and certain of their officers and directors are or will be residents of various jurisdictions outside the United States. A substantial portion of the assets of Platinum Holdings (in particular the assets of Platinum Bermuda) and of such officers and directors, at any one time, are or may be located in jurisdictions outside the United States. Therefore, it could be difficult for investors to effect service of process within the United States on Platinum Holdings or any of its officers and directors who reside outside the U.S. or to recover against Platinum Holdings or any such individuals on judgments of courts in the U.S., including judgments predicated upon civil liability under the U.S. federal securities laws. Platinum Holdings has been advised by Conyers Dill & Pearman, its Bermuda counsel, that there is doubt as to whether the courts of Bermuda would enforce (1) judgments of U.S. courts obtained in actions against such persons or Platinum Holdings predicated upon the civil liability provisions of the U.S. federal securities laws and (2) original actions brought in Bermuda against such persons or Platinum Holdings predicated solely upon United States federal securities laws. There is no treaty in effect between the U.S. and Bermuda providing for such enforcement, and there are grounds upon which Bermuda courts may not enforce judgments of U.S. courts. Certain remedies available under the laws of U.S. jurisdictions, including certain remedies available under the U.S. federal securities laws, would not be allowed in Bermuda courts as contrary to Bermuda’s public policy. Notwithstanding the foregoing, Platinum Holdings has irrevocably agreed that it may be served with process with respect to actions against it arising out of violations of the U.S. federal securities laws in any federal or state court in the U.S. relating to the transactions covered by this prospectus by serving CT Corporation System, 111 Eighth Avenue, New York, New York 10011, telephone (212) 894-8940, our U.S. agent appointed for that purpose.

      We will deliver a copy of this prospectus to the Registrar of Companies in Bermuda for filing pursuant to the Companies Act. However, the Bermuda Monetary Authority and Registrar of Companies in Bermuda accept no responsibility for the financial soundness of any proposal or for the correctness of any of the statements made or opinions expressed in this prospectus.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

      The following table sets forth the expenses payable by the Registrant in connection with the issuance and distribution of the securities being registered hereby. All of such expenses are estimates, other than the filing and quotation fees payable to the SEC.

Filing Fee — SEC	$	88,275.00
*Fees and Expenses of Counsel		50,000.00
*Fees and Expenses of Accountants		7,500.00
*Rating Agency Fees		250,000.00
*Trustee Fees and Expenses		7,000.00
*Miscellaneous Expenses		12,225.00
*Total	$	415,000.00

*  Estimated

ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS

      Section 98 of the Companies Act provides generally that a Bermuda company may indemnify its directors, officers and auditors against any liability which by virtue of Bermuda law otherwise would be imposed on them in respect to any negligence, default, breach of duty or breach of trust, except in cases where such liability arises from fraud or dishonesty of which such director, officer or auditor may be guilty in relation to the company. Section 98 further provides that a Bermuda company may indemnify its directors, officers and auditors against any liability incurred by them in defending any proceedings, whether civil or criminal, in which judgment is awarded in their favor or in which they are acquitted or granted relief by the Supreme Court of Bermuda pursuant to Section 281 of the Companies Act.

      Platinum Holdings has adopted provisions in its Bye-laws that provide that Platinum Holdings shall indemnify its officers and directors to the maximum extent permitted under the Companies Act.

      Bye-law 32 of the Registrant’s Bye-laws provides that each shareholder agrees to waive any claim or right of action it might have, whether individually or by or in the right of the Registrant, against any director or officer on account of any action taken by such director or officer, or the failure of such director or officer to take any action in the performance of his duties with or for the Registrant, provided that such waiver shall not extend to any matter in respect of any fraud or dishonesty which may attach to such director or officer.

      Platinum Holdings maintains standard policies of insurance under which coverage is provided (a) to its directors, secretary and officers against loss arising from claims made by reason of breach of duty or other wrongful act, and (b) to Platinum Holdings with respect to payments which may be made by Platinum Holdings to such directors and officers pursuant to the above indemnification provision or otherwise as a matter of law.

      Reference is made to the form of Underwriting Agreement to be filed as Exhibit 1.1 hereto for provisions providing that the Underwriters are obligated, under certain circumstances, to indemnify the directors, certain officers and the controlling persons of the Registrant against certain liabilities under the Securities Act.

      Platinum Finance is incorporated under the laws of the State of Delaware. Section 145 (“Section 145”) of the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (the “General Corporation Law”), inter alia, provides that a Delaware corporation may indemnify any persons who were, are or are threatened to be made, parties to any threatened, pending

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or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. A Delaware corporation may indemnify any persons who were, are or threatened to be made, a party to any threatened, pending or completed action or suit by or in the right of the corporation by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests, provided that no indemnification is permitted without judicial approval if the director or officer is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action, suit or proceeding referred to above, the corporation must indemnify such person against the expenses (including attorneys’ fees) which such officer or director has actually and reasonably incurred in connection therewith.

      Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145.

      Platinum Finance’s Certificate of Incorporation and By-laws provide for the indemnification of officers and directors to the fullest extent permitted by the General Corporation Law. All of Platinum Finance’s directors and officers are insured against certain liabilities for actions taken in their capacities as such, including liabilities under the Securities Act, as amended.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibit
Number			Description
	*1	.1	Form of Underwriting Agreement relating to common shares, preferred shares, depositary shares, debt securities and warrants of Platinum Holdings
	*1	.2	Form of Underwriting Agreement relating to purchase contracts
	*1	.3	Form of Underwriting Agreement relating to purchase units
	3	.1	Memorandum of Association (incorporated by reference to Exhibit 3.1 of Amendment No. 2 to our Registration Statement on Form S-1 (Registration No. 333-86906)).
	3	.2	Bye-laws (incorporated herein by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q dated August 6, 2004).
	3	.3	Certificate of Incorporation of Platinum Finance — incorporated by reference to Exhibit 3.3 to the Registration Statement of Platinum Holdings and Platinum Finance, as Registrants, on Form S-1 (Registration Nos. 333-99019 and 333-99019-01).
	3	.4	By-Laws of Platinum Finance — incorporated by reference to Exhibit 3.4 to the Registration Statement of Platinum Holdings and Platinum Finance, as Registrants, on Form S-1 (Registration Nos. 333-99019 and 333-99019-01).
	4	.1	Specimen Common Share Certificate (incorporated herein by reference to our Registration Statement on Form S-1 (Registration No. 333-86906)).

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Exhibit
Number			Description
	**4	.2	Form of Indenture for senior debt securities between Platinum Holdings and JPMorgan Chase Bank, N.A. The form or forms of senior debt securities with respect to each particular offering will be filed as an exhibit to a Current Report on Form 8-K and incorporated herein by reference.
	**4	.3	Form of Indenture for senior debt securities among Platinum Finance, as issuer, Platinum Holdings, as guarantor, and JPMorgan Chase Bank, N.A. The form or forms of senior debt securities with respect to each particular offering will be filed as an exhibit to a Current Report on Form 8-K and incorporated herein by reference.
	4	.4	Form of Subordinated Indenture, to be entered into between Platinum Holdings and JPMorgan Chase Bank, N.A. The form or forms of subordinated debt securities and any supplemental indentures with respect to each particular offering will be filed as an exhibit to a Current Report on Form 8-K and incorporated herein by reference.
	4	.5	Form of Subordinated Indenture, to be entered into among Platinum Finance, as issuer, Platinum Holdings, as guarantor, and JPMorgan Chase Bank, N.A. The form or forms of subordinated debt securities and guarantee and any supplemental indentures with respect to each particular offering will be filed as an exhibit to a Current Report on Form 8-K and incorporated herein by reference.
	*4	.6	Form of Certificate of Designation, Preferences and Rights relating to preferred shares
	*4	.7	Form of Standard Share Warrant Provisions
	*4	.8	Form of Standard Debt Warrant Provisions
	*4	.9	Form of Depositary Agreement
	*4	.10	Form of Standard Purchase Contract Provisions
	5	.1	Opinion of Conyers Dill & Pearman
	5	.2	Opinion of Dewey Ballantine LLP
	*8	.1	Opinion of Dewey Ballantine LLP
	12	.1	Statement regarding Calculation of Ratio of Earnings to Fixed Charges
	23	.1	Consent of Conyers Dill & Pearman (included in Exhibit 5.1)
	23	.2	Consent of Dewey Ballantine LLP (included in Exhibit 5.2)
	*23	.3	Consent of Dewey Ballantine LLP (included in Exhibit 8.1)
	23	.4	Consent of KPMG LLP (New York, New York)
	23	.5	Consent of KPMG LLP (Minneapolis, Minnesota)
	**24	.1	Power of Attorney for Platinum Holdings (included in signature page).
	**24	.2	Power of Attorney for Platinum Finance (included in signature page).
	**25	.1	Statement of Eligibility of JPMorgan Chase Bank, N.A. on Form T-1, as trustee for the Senior Indenture with Platinum Holdings.
	**25	.2	Statement of Eligibility of JPMorgan Chase Bank, N.A. on Form T-1, as trustee for the Senior Indenture with Platinum Finance and Platinum Holdings, as guarantor.
	25	.3	Statement of Eligibility of JPMorgan Chase Bank, N.A. on Form T-1, as trustee for the Subordinated Indenture with Platinum Holdings.
	25	.4	Statement of Eligibility of JPMorgan Chase Bank, N.A. on Form T-1, as trustee for the Subordinated Indenture with Platinum Finance and Platinum Holdings, as guarantor

*  To be filed, if necessary, subsequent to the effectiveness of this registration statement by an amendment to this registration statement or incorporated by reference to a Current Report on Form 8-K in connection with an offering of securities.

**  Previously filed.

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ITEM 17. UNDERTAKINGS

      The undersigned registrants hereby undertake:

      (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

      (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;

      (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

      (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

      Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the registration statement is on Form S-3 or S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the registrants pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

      (b) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

      The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of our annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      The undersigned registrants hereby undertake to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

      The undersigned registrants hereby undertake that:

      (a) For purposes of determining any liability under the Securities Act of 1933, as amended, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrants pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and

II-4

      (b) For the purpose of determining any liability under the Securities Act of 1933, as amended, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the registrants pursuant to the provisions set forth or described in Item 15 of this registration statement, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue.

      The undersigned registrants hereby undertake to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act of 1939.

II-5

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, Platinum Underwriters Holdings, Ltd. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Pembroke, Bermuda, on the 4th day of November 2005.

PLATINUM UNDERWRITERS HOLDINGS, LTD.

By  /s/ Michael D. Price

Michael D. Price

President, Chief Executive Officer and Director

      Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael D. Price Michael D. Price	President, Chief Executive Officer and Director (Principal Executive Officer)	November 4, 2005
/s/ Joseph F. Fisher Joseph F. Fisher	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	November 4, 2005
/s/ Steven H. Newman Steven H. Newman	Chairman of the Board of Directors	November 4, 2005
/s/ Gregory E.A. Morrison Gregory E.A. Morrison	Vice Chairman of the Board of Directors	November 4, 2005
/s/ H. Furlong Baldwin H. Furlong Baldwin	Director	November 4, 2005
/s/ Jonathan F. Bank Jonathan F. Bank	Director	November 4, 2005
/s/ Dan R. Carmichael Dan R. Carmichael	Director	November 4, 2005
/s/ Robert V. Deutsch Robert V. Deutsch	Director	November 4, 2005
/s/ Peter T. Pruitt Peter T. Pruitt	Director	November 4, 2005
/s/ Donald Puglisi Donald Puglisi	Authorized Representative in the United States	November 4, 2005

II-6

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, Platinum Underwriters Finance, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Pembroke, Bermuda, on the 4th day of November 2005.

PLATINUM UNDERWRITERS FINANCE, INC.

By  /s/ Michael D. Price

Michael D. Price

President, Chief Executive Officer and Director

      Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael D. Price Michael D. Price	President, Chief Executive Officer and Director (Principal Executive Officer)	November 4, 2005
/s/ Joseph F. Fisher Joseph F. Fisher	Executive Vice President, Chief Financial Officer and Director (Principal Financial and Accounting Officer)	November 4, 2005
/s/ Steven H. Newman Steven H. Newman	Chairman of the Board of Directors	November 4, 2005

II-7

Exhibit
Number			Description
	*1	.1	Form of Underwriting Agreement relating to common shares, preferred shares, depositary shares, debt securities and warrants of Platinum Holdings
	*1	.2	Form of Underwriting Agreement relating to purchase contracts
	*1	.3	Form of Underwriting Agreement relating to purchase units
	3	.1	Memorandum of Association (incorporated by reference to Exhibit 3.1 of Amendment No. 2 to our Registration Statement on Form S-1 (Registration No. 333-86906)).
	3	.2	Bye-laws (incorporated herein by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q dated August 6, 2004).
	3	.3	Certificate of Incorporation of Platinum Finance — incorporated by reference to Exhibit 3.3 to the Registration Statement of Platinum Holdings and Platinum Finance, as Registrants, on Form S-1 (Registration Nos. 333-99019 and 333-99019-01).
	3	.4	By-Laws of Platinum Finance — incorporated by reference to Exhibit 3.4 to the Registration Statement of Platinum Holdings and Platinum Finance, as Registrants, on Form S-1 (Registration Nos. 333-99019 and 333-99019-01).
	4	.1	Specimen Common Share Certificate (incorporated herein by reference to our Registration Statement on Form S-1 (Registration No. 333-86906))
	**4	.2	Form of Indenture for senior debt securities between Platinum Holdings and JPMorgan Chase Bank, N.A. The form or forms of senior debt securities with respect to each particular offering will be filed as an exhibit to a Current Report on Form 8-K and incorporated herein by reference.
	**4	.3	Form of Indenture for senior debt securities among Platinum Finance, as issuer, Platinum Holdings, as guarantor, and JPMorgan Chase Bank, N.A. The form or forms of senior debt securities with respect to each particular offering will be filed as an exhibit to a Current Report on Form 8-K and incorporated herein by reference.
	4	.4	Form of Subordinated Indenture, to be entered into between Platinum Holdings and JP Morgan Chase Bank, N.A. The form or forms of subordinated debt securities and any supplemental indentures with respect to each particular offering will be filed as an exhibit to a Current Report on Form 8-K and incorporated herein by reference.
	4	.5	Form of Subordinated Indenture, to be entered into among Platinum Finance, as issuer, Platinum Holdings, as guarantor, and JP Morgan Chase Bank, N.A. The form or forms of subordinated debt securities and guarantee and any supplemental indentures with respect to each particular offering will be filed as an exhibit to a Current Report on Form 8-K and incorporated herein by reference.
	*4	.6	Form of Certificate of Designation, Preferences and Rights relating to preferred shares
	*4	.7	Form of Standard Share Warrant Provisions
	*4	.8	Form of Standard Debt Warrant Provisions
	*4	.9	Form of Depositary Agreement
	*4	.10	Form of Standard Purchase Contract Provisions
	5	.1	Opinion of Conyers Dill & Pearman
	5	.2	Opinion of Dewey Ballantine LLP
	*8	.1	Opinion of Dewey Ballantine LLP
	12	.1	Statement regarding Calculation of Ratio of Earnings to Fixed Charges
	23	.1	Consent of Conyers Dill & Pearman (included in Exhibit 5.1)
	23	.2	Consent of Dewey Ballantine LLP (included in Exhibit 5.2)
	*23	.3	Consent of Dewey Ballantine LLP (included in Exhibit 8.1)
	23	.4	Consent of KPMG LLP (New York, New York)
	23	.5	Consent of KPMG LLP (Minneapolis, Minnesota)
	**24	.1	Power of Attorney for Platinum Holdings (included in signature page).
	**24	.2	Power of Attorney for Platinum Finance (included in signature page).

Exhibit
Number			Description
	**25	.1	Statement of Eligibility of JPMorgan Chase Bank, N.A. on Form T-1, as trustee for the Senior Indenture with Platinum Holdings.
	**25	.2	Statement of Eligibility of JPMorgan Chase Bank, N.A. on Form T-1, as trustee for the Senior Indenture with Platinum Finance and Platinum Holdings, as guarantor.
	25	.3	Statement of Eligibility of JPMorgan Chase Bank, N.A. on Form T-1, as trustee for the Subordinated Indenture with Platinum Holdings.
	25	.4	Statement of Eligibility of JPMorgan Chase Bank, N.A. on Form T-1, as trustee for the Subordinated Indenture with Platinum Finance and Platinum Holdings, as guarantor.

*  To be filed, if necessary, subsequent to the effectiveness of this registration statement by an amendment to this registration statement or incorporated by reference to a Current Report on Form 8-K in connection with an offering of securities.

**  Previously filed.

EX-4.4

                                                                     Exhibit 4.4

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

                                   EXHIBIT 4.4

                      PLATINUM UNDERWRITERS HOLDINGS, LTD.

                                       TO

                            JPMORGAN CHASE BANK, N.A.

                                     Trustee

                                    INDENTURE

                          Dated as of [ _______ ], 2005

                          SUBORDINATED DEBT SECURITIES

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

                                Table of Contents



                                                                            Page
                                                                            ----
                                                                         
ARTICLE 1 DEFINITIONS....................................................     2

   Section 1.1     Certain Terms Defined.................................     2

ARTICLE 2 SECURITY FORMS.................................................    11

   Section 2.1     Forms Generally.......................................    11
   Section 2.2     Form of Trustee's Certificate of Authentication.......    12
   Section 2.3     Form of Trustee's Certificate of Authentication by an
                      Authenticating Agent...............................    12
   Section 2.4     Securities Issuable in the Form of Global
                      Securities.........................................    12

ARTICLE 3 THE SECURITIES.................................................    14

   Section 3.1     Amount Unlimited; Issuable in Series..................    14
   Section 3.2     Form and Denominations................................    17
   Section 3.3     Authentication, Dating and Delivery of Securities.....    17
   Section 3.4     Execution of Securities...............................    20
   Section 3.5     Certificate of Authentication.........................    20
   Section 3.6     Registration, Registration of Transfer and Exchange...    20
   Section 3.7     Mutilated, Destroyed, Lost and Stolen Securities......    22
   Section 3.8     Payment of Interest and Certain Additional Amounts;
                      Interest Rights and Certain Additional Amounts
                      Preserved..........................................    23
   Section 3.9     Cancellation of Securities; Destruction Thereof.......    24
   Section 3.10    Temporary Securities..................................    24
   Section 3.11    Computation of Interest...............................    24
   Section 3.12    CUSIP Numbers.........................................    24

ARTICLE 4 COVENANTS OF THE COMPANY.......................................    25

   Section 4.1     Payment of Securities.................................    25
   Section 4.2     Offices or Agency.....................................    25
   Section 4.3     Money for Securities Payments to Be Held in Trust.....    26
   Section 4.4     Additional Amounts....................................    27
   Section 4.5     Redemption for Tax Purposes...........................    29
   Section 4.6     Corporate Existence...................................    30
   Section 4.7     Certificates to Trustee...............................    30
   Section 4.8     Calculation of Original Issue Discount................    30

ARTICLE 5 SECURITYHOLDER LISTS AND REPORTS BY THE COMPANY AND THE
             TRUSTEE.....................................................    31

   Section 5.1     Company to Furnish Trustee Information as to Names and
                      Addresses of Securityholders.......................    31
   Section 5.2     Preservation and Disclosure of Securityholder Lists...    31
   Section 5.3     Reports by the Company................................    31



                                       -i-

                                Table of Contents
                                   (continued)



                                                                            Page
                                                                            ----
                                                                         
   Section 5.4     Reports by the Trustee................................    32

ARTICLE 6 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF
             DEFAULT.....................................................    32

   Section 6.1     Event of Default Defined; Acceleration of Maturity;
                      Waiver of Default..................................    32
   Section 6.2     Collection of Indebtedness by Trustee; Trustee May
                      Prove Debt.........................................    35
   Section 6.3     Application of Proceeds...............................    37
   Section 6.4     Suits for Enforcement.................................    38
   Section 6.5     Restoration of Rights on Abandonment of Proceedings...    38
   Section 6.6     Limitations on Suits by Securityholders...............    38
   Section 6.7     Unconditional Right of Securityholders to Institute
                      Certain Suits......................................    39
   Section 6.8     Powers and Remedies Cumulative; Delay or Omission Not
                      Waiver of Default..................................    39
   Section 6.9     Control by Holders of Securities......................    40
   Section 6.10    Waiver of Past Defaults...............................    40
   Section 6.11    Trustee to Give Notice of Default, But May Withhold in
                      Certain Circumstances..............................    40
   Section 6.12    Right of Court to Require Filing of Undertaking to Pay
                      Costs..............................................    41
   Section 6.13    Waiver of Usury, Stay or Extension Laws...............    41
   Section 6.14    Delay or Omission Not Waiver..........................    41

ARTICLE 7 CONCERNING THE TRUSTEE.........................................    42

   Section 7.1     Duties and Responsibilities of the Trustee; During
                      Default; Prior to Default..........................    42
   Section 7.2     Certain Rights of the Trustee.........................    43
   Section 7.3     Trustee Not Responsible for Recitals, Disposition of
                      Securities or Application of Proceeds Thereof......    44
   Section 7.4     Trustee and Agents May Hold Securities; Collections,
                      etc................................................    45
   Section 7.5     Moneys Held by Trustee................................    45
   Section 7.6     Compensation and Indemnification of Trustee and Its
                      Prior Claim........................................    45
   Section 7.7     Right of Trustee to Rely on Officers' Certificate,
                      etc................................................    46
   Section 7.8     Qualification of Trustee; Conflicting Interests.......    46
   Section 7.9     Persons Eligible for Appointment as Trustee...........    46
   Section 7.10    Resignation and Removal; Appointment of Successor
                      Trustee............................................    47
   Section 7.11    Acceptance of Appointment by Successor Trustee........    48
   Section 7.12    Merger, Conversion, Consolidation or Succession to
                      Business of Trustee................................    48
   Section 7.13    Preferential Collection of Claims Against the
                      Company............................................    49
   Section 7.14    Authenticating Agent..................................    49



                                      -ii-

                                Table of Contents
                                   (continued)



                                                                            Page
                                                                            ----
                                                                         
ARTICLE 8 CONCERNING THE HOLDERS OF SECURITIES...........................    50

   Section 8.1     Action by Holders.....................................    50
   Section 8.2     Proof of Execution of Instruments by Holders of
                      Securities.........................................    50
   Section 8.3     Holders to be Treated as Owners.......................    51
   Section 8.4     Securities Owned by Company Deemed Not Outstanding....    51
   Section 8.5     Right of Revocation of Action Taken...................    52

ARTICLE 9 HOLDERS' MEETINGS..............................................    52

   Section 9.1     Purposes of Meetings..................................    52
   Section 9.2     Call of Meetings by Trustee...........................    53
   Section 9.3     Call of Meetings by Company or Holders................    53
   Section 9.4     Qualifications for Voting.............................    53
   Section 9.5     Regulations...........................................    54
   Section 9.6     Voting................................................    54
   Section 9.7     No Delay of Rights by Reason of Meeting...............    55

ARTICLE 10 SUPPLEMENTAL INDENTURES.......................................    55

   Section 10.1    Supplemental Indentures Without Consent of
                      Securityholders....................................    55
   Section 10.2    Supplemental Indentures With Consent of
                      Securityholders....................................    57
   Section 10.3    Notice of Supplemental Indenture......................    58
   Section 10.4    Effect of Supplemental Indenture......................    58
   Section 10.5    Documents To Be Given to Trustee......................    59
   Section 10.6    Notation on Securities in Respect of Supplemental
                      Indentures.........................................    59
   Section 10.7    Subordination Unimpaired..............................    59

ARTICLE 11 CONSOLIDATION, AMALGAMATION, MERGER OR SALE...................    59

   Section 11.1    Company May Consolidate, Etc., Only on Certain
                      Terms..............................................    59
   Section 11.2    Opinion of Counsel....................................    60
   Section 11.3    Successor Person Substituted..........................    60

ARTICLE 12 SATISFACTION AND DISCHARGE OF INDENTURE, UNCLAIMED MONEYS....    61

   Section 12.1    Satisfaction and Discharge of Securities of Any
                      Series.............................................    61
   Section 12.2    Defeasance and Covenant Defeasance....................    62
   Section 12.3    Application of Trust Money............................    67
   Section 12.4    Repayment of Moneys Held by Paying Agent..............    67
   Section 12.5    Return of Unclaimed Moneys Held by Trustee and Paying
                      Agent..............................................    67

ARTICLE 13 MISCELLANEOUS PROVISIONS......................................    68

   Section 13.1    Incorporators, Stockholders, Officers and Directors of
                      Company Exempt from Individual Liability...........    68



                                      -iii-

                                Table of Contents
                                   (continued)



                                                                            Page
                                                                            ----
                                                                         
   Section 13.2    Provisions of Indenture for the Sole Benefit of
                      Parties and Securityholders........................    68
   Section 13.3    Successors and Assigns of Company Bound by
                      Indenture..........................................    68
   Section 13.4    Notices to Holders; Waiver............................    69
   Section 13.5    Addresses for Notices.................................    69
   Section 13.6    Officers' Certificates and Opinions of Counsel;
                      Statements to Be Contained Therein.................    69
   Section 13.7    Separability Clause...................................    70
   Section 13.8    Legal Holidays........................................    70
   Section 13.9    Conflict of Any Provision of Indenture with Trust
                      Indenture Act......................................    71
   Section 13.10   Governing Law.........................................    71
   Section 13.11   Judgment Currency.....................................    71
   Section 13.12   No Security Interest Created..........................    71
   Section 13.13   Submission to Jurisdiction............................    72
   Section 13.14   Counterparts..........................................    72
   Section 13.15   Effect of Headings....................................    72

ARTICLE 14 REDEMPTION OF SECURITIES......................................    73

   Section 14.1    Applicability of Article..............................    73
   Section 14.2    Notice of Redemption; Selection of Securities.........    73
   Section 14.3    Payment of Securities Called for Redemption...........    75

ARTICLE 15 SINKING FUNDS.................................................    76

   Section 15.1    Applicability of Article..............................    76
   Section 15.2    Satisfaction of Mandatory Sinking Fund Payment with
                      Securities.........................................    76
   Section 15.3    Redemption of Securities for Sinking Fund.............    76

ARTICLE 16 SUBORDINATION OF SECURITIES...................................    78

   Section 16.1    Agreement to Subordinate..............................    78
   Section 16.2    Default on Senior Indebtedness........................    78
   Section 16.3    Liquidation; Dissolution; Bankruptcy..................    79
   Section 16.4    Subrogation...........................................    80
   Section 16.5    Trustee to Effectuate Subordination...................    81
   Section 16.6    Notice by the Company.................................    81
   Section 16.7    Rights of the Trustee; Holders of Senior
                      Indebtedness.......................................    82
   Section 16.8    Subordination May Not Be Impaired.....................    82



                                      -iv-

                      PLATINUM UNDERWRITERS HOLDINGS, LTD.

          * Reconciliation and tie between Trust Indenture Act of 1939, as
amended by the Trust Reform Act of 1990, and Indenture, dated as of [ ______ ],
2005.



Section of the Trust Indenture Act of 1939              Section of Indenture
- ------------------------------------------          ----------------------------
                                                 
310(a)(1), (2) and (5)...........................   7.9
310(a)(3), and (4)...............................   Inapplicable
310(b)...........................................   7.8 and 7.10(a) and (b)
311(a)...........................................   7.13(a) and (c)(i) and (iii)
311(b)...........................................   7.13(b)
312(a)...........................................   5.1 and 5.2(a)
312(b)...........................................   5.2(b)
312(c)...........................................   5.2(b)
313(a)...........................................   5.4(a)
313(b)(1)........................................   Inapplicable
313(b)(2)........................................   5.4(b)
313(c)...........................................   5.4(c)
313(d)...........................................   5.4(d)
314(a)...........................................   4.10 and 5.3
314(b)...........................................   Inapplicable
314(c)(1) and (2)................................   13.6
314(c)(3)........................................   Inapplicable
314(d)...........................................   Inapplicable
314(e)...........................................   13.6
315(a), (c) and (d)..............................   7.1
315(b)...........................................   6.11
315(e)...........................................   6.12
316(a)(1)........................................   6.9
316(a)(2)........................................   Inapplicable
316(a) (last sentence)...........................   8.4
316(b)...........................................   6.7
316(c)...........................................   8.1
317(a)...........................................   6.2
317(b)...........................................   4.2 and 4.3
318(a)...........................................   13.9


- ----------
*    This reconciliation and tie shall not, for any purpose, be deemed to be
     part of the Indenture or to have any bearing upon the interpretation of any
     of its terms or provisions.


                                       -1-

          INDENTURE, dated as of [ _______ ], 2005, between PLATINUM
UNDERWRITERS HOLDINGS, LTD., a corporation duly organized and existing under the
laws of Bermuda (the "COMPANY"), having its principal office at The Belvedere
Building, 69 Pitts Bay Road, Pembroke, Bermuda, HM 08 and JPMorgan Chase Bank
N.A., a national banking association duly organized and existing under the laws
of the State of New York, as Trustee, having its principal corporate trust
office at 4 New York Plaza, 15th Floor, New York, New York 10004, Attention:
Institutional Trust Services.

                             RECITALS OF THE COMPANY

          The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its subordinated
notes, debentures or other evidence of its unsecured indebtedness (herein called
the "SECURITIES"), to be issued in one or more series, authenticated and
delivered, as in this Indenture provided.

          All things necessary have been done to make this Indenture a valid and
legally binding agreement of the Company, in accordance with its terms.

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

          For and in consideration of the premises and the purchase of the
Securities by the Persons acquiring the same, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders of the Securities
or of the Securities of any series, without giving any priority of any one
Security or series over any other, except as otherwise expressly provided
herein, as follows:

                                    ARTICLE 1
                                   DEFINITIONS

     Section 1.1 Certain Terms Defined. The following terms (except as otherwise
expressly provided or unless the context otherwise clearly requires) for all
purposes of this Indenture, including any indenture supplemental hereto, have
the respective meanings specified in this Section. All other terms used in this
Indenture that are defined in the Trust Indenture Act or the definitions of
which in the Securities Act are referred to in the Trust Indenture Act or that
are defined by rule of the Commission under the Trust Indenture Act (except as
herein otherwise expressly provided or unless the context otherwise clearly
requires) have the meanings assigned to such terms in said Trust Indenture Act
and in said Securities Act or in said Commission rule under the Trust Indenture
Act as in force at the date on which this Indenture was originally executed
(subject to Section 10.1 and Section 10.2). The words "herein", "hereof" and
"hereunder" and other words of similar import refer to this Indenture as a whole
and not to any particular Article, Section or other subdivision. All references
herein to "Articles" or other subdivisions are to the corresponding Articles or
other subdivisions of this Indenture. 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-

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

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

          "Authenticating Agent" means, with respect to any series of
Securities, any authenticating agent appointed by the Trustee, with respect to
that series of Securities, pursuant to Section 7.14.

          "Authorized Newspaper" means a newspaper or financial journal printed
in the English language, customarily published at least once a day, and
customarily published for at least five days in each calendar week, whether or
not published on days that are legal holidays and of general circulation; or, in
the alternative, shall mean such form of communication as may have come into
general use for the dissemination of information of import similar to that of
the information specified to be published by the provisions hereof. Whenever
successive publications are required or authorized to be made in Authorized
Newspapers, the successive publications may be made (unless otherwise expressly
provided herein) in the same or different newspapers meeting the foregoing
requirements and in each case on any Business Day. In case, by reason of the
suspension of publication of any Authorized Newspaper, or for any other cause,
it shall be impractical without unreasonable expense to make publication of any
notice in an Authorized Newspaper as required by this Indenture, then such
method of publication or notification as shall be made with the approval of the
Company shall be deemed the equivalent of the required publication of such
notice in an Authorized Newspaper.

          "Board of Directors" means either the board of directors of the
Company or any committee of such Board of Directors or Officer duly authorized
to act with respect to a particular matter on behalf of the Board of Directors.

          "Board Resolution" means a copy of a resolution certified by the
Secretary or any 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", when used with respect to any Place of Payment or any
other location specified in the Securities or this Indenture, means each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in that Place of Payment or location are generally authorized or
obligated by law, regulation or


                                       -3-

executive order to close, except as may be otherwise specified as contemplated
by Section 3.1.

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

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

          "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 date on which this Indenture was originally executed such Commission
is not existing and performing the duties assigned to it under the Trust
Indenture Act on such date of original execution, then the body performing such
duties at such time.

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

          "Company" means Platinum Underwriters Holdings, Ltd., a corporation
duly organized and existing under the laws of Bermuda, and its successors and
assigns.

          "Company Order" and "Company Request" mean a written order or request
signed in the name of the Company by the chairman, any vice chairman, the
president, any vice president, the chief executive officer, the chief financial
officer, the treasurer or controller and by the chief financial officer, chief
operating officer, any assistant treasurer, any assistant controller, the
secretary or any assistant secretary of the Company, and delivered to the
Trustee.

          "Consolidated Book Value" in respect of any Person means the total of
the amounts shown on the balance sheet of such Person and its consolidated
Subsidiaries, determined on a consolidated basis in accordance with GAAP, as of
the end of the most recent fiscal quarter of such Person ending at least 45 days
prior to the taking of any action for the purpose of which the determination is
being made, as (i) the par or stated value of all outstanding Capital Stock of
such Person plus (ii) paid-in capital, share premium or capital surplus relating
to such Capital Stock plus (iii) any retained earnings or earned surplus plus
(iv) any accumulated other comprehensive income, less any accumulated deficit.

          "Conversion Event" means the cessation of use of (i) a Foreign
Currency both by the government of the country or the confederation which issued
such Foreign


                                       -4-

Currency and for the settlement of transactions by a central bank or other
public institutions of or within the international banking community or (ii) any
currency unit or composite currency for the purposes for which it was
established.

          "Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be administered,
which office, on the date of original execution of this Indenture, is located at
4 New York Plaza, 15th Floor, New York, New York, 10004, Attention: WSS/Trust
Company-Global Debt, or at any other time at such other address as the Trustee
may designate from time to time by notice to the parties hereto, or at the
principal corporate trust office of any successor trustee as to which such
successor trustee may notify the parties hereto in writing.

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

          "Depository" means, with respect to the Securities of any series or
any Tranche thereof, which, in accordance with the determination of the Company,
will be issued in whole or in part in the form of one or more Global Securities,
The Depository Trust Company, New York, New York, another clearing agency or any
successor registered under the Exchange Act, or other applicable statute or
regulation, which, in each case, shall be designated by the Company pursuant to
either Section 2.4 or Section 3.1. If at any time there is more than one such
Person, "Depository" as used with respect to the Securities of any such series
or Tranche thereof means the Depository with respect to the Securities of that
series or Tranche.

          "Designated Subsidiary" means any present or future consolidated
Subsidiary of the Company, the Consolidated Book Value of which constitutes at
least 20% of the Consolidated Book Value of the Company.

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

          "Exchange Act" means the United States Securities Exchange Act of 1934
and the rules and regulations promulgated thereunder, in each case as amended
from time to time.

          "Event of Default" means any event or condition specified as such in
Section 6.1.

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

          "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the


                                       -5-

Financial Standards Accounting Board, and as are applicable to the financial
statements of the Company, in each case as of the date of any computation
required hereunder.

          "Global Security" means, with respect to all or any part of any series
of Securities, a Security executed by the Company and authenticated and
delivered by the Trustee to the Depository or pursuant to the Depository's
instruction, all in accordance with this Indenture and pursuant to a Company
Order, which shall be registered in the name of the Depository or its nominee
and the ownership of which will be registered in a "book-entry" or other system
maintained by the Depository.

          "Government Obligations" means debt securities which are (i) direct
obligations of the United States of America or the other government or
governments or confederation or association of governments which issued the
Foreign Currency in which the principal of or any premium or interest on such
Security or any Additional Amounts in respect thereof shall be payable, in each
case where the payment or payments thereunder are supported by the full faith
and credit of such government or governments or confederation or association of
governments; or (ii) obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States of America or such
other government or governments or confederation or association of governments,
in each case where the timely payment or payments thereunder are unconditionally
guaranteed as a full faith and credit obligation by the United States of America
or such other government or governments or confederation or association of
governments, and which, in the case of (i) or (ii), are not callable or
redeemable at the option of the issuer or issuers thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific payment of interest on
or principal of or other amount with respect to any such Government Obligation
held by such custodian for the account of the holder of a depository receipt;
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the Government
Obligation or the specific payment of interest on or principal of or other
amount with respect to the Government Obligation evidenced by such depository
receipt.

          "Holder", "Registered Holder" and "Securityholder" mean, with respect
to a Security, the Person in whose name such Security is registered in the
Securities Register (which terms, in the case of a Global Security, mean the
Depository, notwithstanding that the Depository maintains a "book-entry" or
other system for identification of ownership in respect of such Global
Security).

          The term "include" (and other forms of such term) means "include,
without limitation".

          "Indebtedness" means, with respect to any Person, (i) the principal of
and any premium and interest on (a) indebtedness of such Person for money
borrowed or (b) indebtedness evidenced by notes, debentures, bonds or other
similar instruments for the payment of which such Person is responsible or
liable; (ii) all Capitalized Lease Obligations of such Person; (iii) all
obligations of such Person issued or assumed as the


                                       -6-

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

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

          The term "interest" means, with respect to any Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity and, when used with respect to a Security which provides
for the payment of Additional Amounts pursuant to Section 4.4, includes such
Additional Amounts.

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

          "Judgment Currency" has the meaning specified in Section 13.11.

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

          "New York Banking Day" has the meaning specified in Section 13.11.

          "Officer" means the Chairman of the Board, the Vice Chairman of the
Board, the President, any Vice President, the Treasurer, any Assistant
Treasurer, the Controller, the Secretary, any Assistant Controller, any
Assistant Secretary, the principal executive officer, the principal financial
officer, the principal accounting officer or the chief operating officer of the
Company.


                                       -7-

          "Officers' Certificate" means a certificate signed by an Officer and
delivered to the Trustee, except as otherwise specifically set forth herein.

          "Opinion of Counsel" means an opinion in writing signed by legal
counsel who may be an employee of or counsel to the Company.

          "Original Issue Discount Security" means any Security that provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration with respect thereto pursuant to Section 6.1.

          "Outstanding" (subject to Section 8.4) means, with reference to
Securities as of the date of determination, all Securities authenticated and
delivered under this Indenture, except:

          (a) Securities theretofore cancelled by the Trustee or delivered to
     the Trustee for cancellation;

          (b) Securities, or portions thereof, for the payment or redemption of
     which moneys in the necessary amount shall have been irrevocably deposited
     in trust with the Trustee or with any Paying Agent (other than the Company)
     or shall have been set aside, segregated and held in trust by the Company
     for the Holders of such Securities (if the Company shall act as its own
     Paying Agent) or for the payment of which Government Obligations shall have
     been irrevocably deposited in trust with the Trustee in accordance with
     ARTICLE 12; provided that, if such Securities, or portions thereof, are to
     be redeemed prior to the Stated Maturity thereof, notice of such redemption
     shall have been given as herein provided, or provision satisfactory to the
     Trustee shall have been made for giving such notice;

          (c) any such Security with respect to which the Company has effected
     defeasance pursuant to the terms hereof, except to the extent provided in
     Section 12.2;

          (d) Securities in substitution for which other Securities shall have
     been authenticated and delivered, or which shall have been paid, pursuant
     to the terms of Section 3.7 (except with respect to any such Security as to
     which proof satisfactory to the Trustee and the Company is presented that
     such Security is held by a Person in whose hands such Security is a legal,
     valid and binding obligation of the Company); and

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

In determining whether Holders of the requisite principal amount of Outstanding
Securities of any or all series have made or given any request, demand,
authorization, direction, notice, consent or waiver hereunder, or are present to
constitute a quorum at a meeting of Holders of Securities, (i) the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding for such purposes shall be the amount of


                                       -8-

the principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration with respect thereto pursuant
to Section 6.1 and (ii) Securities owned by the Company or any other obligor
upon the Securities or any Affiliate of the Company or such other obligor, shall
be disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in making such a determination or relying
upon any such quorum, consent or vote, only Securities which a Responsible
Officer of the Trustee actually knows to be so owned shall be so disregarded.

          "Overdue Rate" means, with respect to any Security of Securities, the
rate designated as such in or pursuant to the resolution of the Board of
Directors of the Company or the supplemental indenture, as the case may be,
relating to such Security as contemplated by Section 3.1.

          "Paying Agent" means any Person authorized by the Company to pay the
principal of, or premium, if any, or interest, if any, on, any Securities on
behalf of the Company.

          "Periodic Offering" means an offering of Securities of a series from
time to time, any or all of the specific terms of which Securities, which may be
in one or more Tranches, including the rate or rates of interest, if any,
thereon, the Stated Maturity or Maturities thereof and the redemption
provisions, if any, with respect thereto, are to be determined by the Company or
its agents from time to time subsequent to the initial request for
authentication and delivery of such Securities by the Trustee, all as
contemplated in Section 3.1.

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

          "Place of Payment" means, with respect to any Security, the place or
places where the principal of, and premium, if any, and interest, if any, on,
such Security are payable as specified pursuant to Section 3.1.

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

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

          "Redemption Price" means, with respect to any Security or portion
thereof to be redeemed, the price at which it is to be redeemed pursuant to this
Indenture.

          "Registered Holder": See "Holder".


                                       -9-

          "Regular Record Date" for the interest payable on any Interest Payment
Date on a Security means the date specified for that purpose pursuant to Section
3.1 or as specified in Section 3.8.

          "Required Currency" has the meaning specified in Section 13.11.

          "Responsible Officer" means, with respect to the Trustee, any officer
assigned to the Corporate Trust Office, with direct responsibility for the
administration of this Indenture, and also, with respect to a particular matter,
any other officer, to whom such matter is referred because of such Officer's
knowledge of and familiarity with the particular subject.

          "Securities Act" means the United States Securities Act of 1933, as
amended.

          "Securities Register" and "Securities Registrar": See Section 3.6.

          "Security" or "Securities" has the meaning stated in the recitals of
this Indenture.

          "Senior Indebtedness" means (1) all Indebtedness of the Company,
whether currently outstanding or hereafter issued, unless, by the terms of the
instrument creating or evidencing such Indebtedness, it is provided that such
Indebtedness is not superior in right of payment to the Securities, and (2) any
modifications, refunding, deferrals, renewals or extensions of any such
Indebtedness or securities, notes or other evidence of Indebtedness issued in
exchange for such Indebtedness; provided that in no event shall "Senior
Indebtedness" include (a) Indebtedness on the Securities issued pursuant to this
Indenture; (b) Indebtedness as to which, by the terms of the instrument creating
or evidencing the same, it is provided that such Indebtedness is subordinated to
or ranks equally with the Securities issued pursuant to this Indenture; (c)
Indebtedness of the Company owed or owing to any Subsidiary of the Company, or
any officer, director or employee of the Company, or any Subsidiary of the
Company, (d) interest accruing after the filing of a petition initiating any
bankruptcy, insolvency or other similar proceeding unless such interest is an
allowed claim enforceable against the Company in a proceeding under federal or
state bankruptcy laws; (e) Indebtedness to trade creditors; or (f) and
Indebtedness, including all other debt securities and any guarantees, initially
issued to any trust, partnership or other entity affiliated with the Company,
which is a financing vehicle of the Company, or any Subsidiary of the Company,
or any officer, director or employee of the Company in connection with an
issuance by such entity of preferred securities.

          "Special Record Date" for the payment of any defaulted interest means
a date fixed pursuant to Section 3.8.

          "Stated Maturity" means, with respect to any Security or any
installment of principal thereof or interest thereon or any Additional Amounts
with respect thereto, 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,


                                      -10-

due and payable (without regard to any provisions for redemption, prepayment,
acceleration, purchase or extension).

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

          "Tranche" means a group of Securities which (a) are of the same series
and (b) are identical except as to principal amount and/or date of issuance.

          "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, as in force at the date as of which this Indenture was executed;
provided, however, that in the event that such Act is amended after such date,
"Trust Indenture Act" means, to the extent required by such amendment, the Trust
Indenture Act of 1939 as so amended.

          "Trustee" means the Person identified as "Trustee" in the first
paragraph hereof and, subject to the provisions of ARTICLE 7, shall also include
any successor trustee.

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

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

                                   ARTICLE 2
                                 SECURITY FORMS

     Section 2.1 Forms Generally. The Securities of each series shall be in
substantially such form as shall be established pursuant to Section 3.1, in each
case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture or any indenture
supplemental hereto, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as the Company
may deem appropriate and as are not contrary to the provisions of this
Indenture, or as may be required to comply with any law or with any rules made
pursuant thereto or with any rules of any securities exchange or of any
automated quotation system, or to conform to usage, all as determined by the
officers executing such Securities, as conclusively evidenced by their execution
of the Securities.

     The definitive Securities shall be prepared by the Company and shall be
printed, lithographed or engraved on steel-engraved borders, or may be produced
in any other manner, all as determined by the officers executing such
Securities, as conclusively


                                      -11-

evidenced by their execution of such Securities, subject to the rules of any
securities exchange or automated quotation system on which such Securities are
listed or quoted and (with respect to Global Securities) to the rules of the
Depository.

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

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

                                        JPMorgan Chase Bank, N.A., as Trustee


                                        By:
                                            ------------------------------------
                                            Authorized Officer

     Section 2.3 Form of Trustee's Certificate of Authentication by an
Authenticating Agent. If at any time there shall be an Authenticating Agent
appointed with respect to any series of Securities, then the Trustee's
Certificate of Authentication by such Authenticating Agent on all Securities of
each such series shall be in substantially the following form:

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

                                        JPMorgan Chase Bank, N.A., as Trustee

                                        By [NAME OF AUTHENTICATING AGENT],
                                        Authenticating Agent


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

     Section 2.4 Securities Issuable in the Form of Global Securities. (a) If
the Company shall establish pursuant to Section 3.1 that the Securities of a
particular series are to be issued in whole or in part as one or more Global
Securities, then the Company shall execute, and the Trustee shall, in accordance
with Section 3.3 and the Company Order deliver to the Trustee thereunder,
authenticate and make available for delivery, one or more Global Securities,
each of which (i) shall represent an aggregate principal amount equal to the
aggregate principal amount of the Outstanding Securities of such series to be
represented by such Global Security and may also provide that the aggregate
amount of Outstanding Securities represented thereby may from time to time be
increased or reduced to reflect exchanges, (ii) shall be registered in the name
of the Depository or its nominee, (iii) shall be delivered by the Trustee to the
Depository or pursuant to the


                                      -12-

Depository's instruction and (iv) if required by the Depository, shall bear a
legend reflecting the Depository's interest in such Global Security.

     (a) Notwithstanding any provision of Section 3.6, any Global Security
thereof may be transferred, in whole but not in part, and in the manner provided
in Section 3.6, only to another nominee of the Depository for such series or
Tranche, or to a successor Depository for such series selected or approved by
the Company or to a nominee of such successor Depository.

     (b) If at any time the Depository for Securities of a series or Tranche
thereof notifies the Company that it is unwilling or unable to continue as
Depository for Securities of such series or Tranche or if at any time the
Depository shall no longer be registered or in good standing under the Exchange
Act, or other applicable statute or regulation, and a successor Depository is
not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such condition, as the case may be, this Section
shall no longer be applicable to the Securities of such series or Tranche and
the Company will execute, and the Trustee, upon receipt of a Company Order for
the authentication and delivery of individual Securities of such series or
Tranche, will authenticate and make available for delivery, Securities of such
series or Tranche, in authorized denominations, and in an aggregate principal
amount equal to the aggregate principal amount of the Global Security or Global
Securities of such series or Tranche in exchange for such Global Security or
Global Securities.

          The Company may at any time determine that Securities of any series or
Tranche thereof shall no longer be represented by one or more Global Securities
and that the provisions of this Section shall no longer apply to the Securities
of such series or Tranche. In such event the Company will execute and the
Trustee, upon receipt of a Company Order for the authentication and delivery of
individual Securities of such series or Tranche, will authenticate and make
available for delivery Securities of such series or Tranche, in authorized
denominations, and in an aggregate principal amount equal to the aggregate
principal amount of the Global Security or Global Securities of such series or
Tranche in exchange for such Global Security.

          If specified by the Company pursuant to Section 3.1 with respect to a
series of Securities or Tranche thereof, the Depository for such series or
Tranche may surrender a Global Security for such series or Tranche in exchange
in whole or in part for individual Securities of such series or Tranche on such
terms as are acceptable to the Company and such Depository. Thereupon, the
Company shall execute, and the Trustee shall authenticate and make available for
delivery, without service charge,

          (i) to each Person specified by such Depository a new individual
     Security or Securities of the same series or Tranche, of any authorized
     denomination as requested by such Person in aggregate principal amount
     equal to and in exchange for such Persons' beneficial interest in the
     Global Security; and

          (ii) to such Depository a new Global Security in a denomination equal
     to the difference, if any, between the principal amount of the surrendered
     Global


                                      -13-

     Security and the aggregate principal amount of individual Securities
     delivered to Holders thereof.

          In any exchange provided for in any of the preceding paragraphs of
this Section, the Company will execute and the Trustee will authenticate and
make available for delivery individual Securities in registered form in
authorized denominations.

          Upon the exchange of a Global Security for individual Securities, such
Global Security shall be cancelled by the Trustee. Individual Securities issued
in exchange for a Global Security pursuant to this Section shall be registered
in such names and in such authorized denominations as the Depository for such
Global Security shall instruct the Trustee. The Trustee shall make such
Securities available for delivery to the Persons in whose names such Securities
are so registered.

                                   ARTICLE 3
                                 THE SECURITIES

     Section 3.1 Amount Unlimited; Issuable in Series. The aggregate principal
amount of Securities which may be authenticated and delivered under this
Indenture is unlimited.

          The Securities may be issued from time to time in one or more series
and each such series shall rank equally and pari passu with the Securities of
each other series, but all Securities issued hereunder and the payment of
principal of and interest on any Securities shall be subordinate and junior in
right of payment, to the extent and in the manner set forth in Article 16 to all
Senior Indebtedness. With respect to the Securities of any particular series,
there shall be established in, or pursuant to the authority granted in, a
resolution of the Company's Board of Directors, and set forth in an Officers'
Certificate of the Company, or established in one or more indentures
supplemental hereto prior to the issuance of Securities of a series:

     (a) the form of the Securities of the series;

     (b) the title of the Securities of the series (which shall distinguish the
Securities of the series from all other Securities);

     (c) any limit upon the aggregate principal amount of the Securities of the
series that may be authenticated and delivered under this Indenture (except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of the series pursuant to Section
2.4, Section 3.6, Section 3.7, Section 3.10 or Section 14.3);

     (d) the date or dates on which the Securities of the series may be issued;

     (e) the date or dates, which may be serial, on which the principal of, and
premium, if any, on, the Securities of the series are payable;


                                      -14-

     (f) the rate or rates, or the method of determination thereof, at which the
Securities of the series shall bear interest, if any, any Overdue Rate
(including the rate or rates at which overdue principal shall bear interest, if
different from the rate or rates at which such Securities shall bear interest
prior to Maturity, and, if applicable, the rate or rates at which overdue
premium or interest shall bear interest, if any); any formulary or other method
or other means by which any such rate or rates shall be determined, by reference
to an index or other fact or event ascertainable outside this Indenture or
otherwise; the date or dates from which such interest shall accrue and the
method or methods, if any, by which such date or dates are to be determined, the
Interest Payment Dates on which such interest shall be payable and the Regular
Record Date, if other than as set forth in Section 3.8, for the determination of
Holders to whom interest is payable, whether and under what circumstances
Additional Amounts (in addition to those set forth in Section 4.4) on such
Securities or any of them shall be payable, the notice, if any, to Holders
regarding the determination of interest on a floating rate Security, and the
manner of giving such notice, and the basis upon which interest shall be
calculated if other than that of a 360-day year of twelve 30-day months;

     (g) the place or places where the principal of, and premium, if any, and
interest on or any Additional Amounts, if any, with respect to such Securities
of the series shall be payable (if other than as provided in Section 4.2);

     (h) the provisions, if any, establishing the price or prices at which, the
date or dates on which, the period or periods within which and the terms and
conditions upon which Securities of the series may be redeemed, in whole or in
part, at the option of the Company, pursuant to any sinking fund or otherwise;

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

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

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

     (l) whether the Securities of the series are to be issued as Original Issue
Discount Securities and, if so, the amount of the discount with respect thereto;


                                      -15-

     (m) if other than the principal amount thereof, the portion of the
principal amount of the Securities of the series which shall be payable upon
declaration of acceleration with respect thereto pursuant to Section 6.1 or
payable in bankruptcy pursuant to Section 6.2;

     (n) any Events of Default or restrictive covenants provided for with
respect to the Securities of the series, if other than as set forth in Section
6.1, ARTICLE 4 and ARTICLE 11;

     (o) in case the Securities of the series do not bear interest, the
applicable dates for the purpose of Section 5.1(a);

     (p) whether either or both of Section 12.2(b) relating to defeasance or
Section 12.2(c) relating to covenant defeasance shall not be applicable to the
Securities of such series, or any covenants in addition to those specified in
Section 12.2(c) relating to the Securities of such series which shall be subject
to covenant defeasance, and any deletions from, or modifications or additions
to, the provisions of ARTICLE 12 in respect of the Securities of such series;

     (q) any trustees, paying agents, transfer agents or registrars with respect
to the Securities of the series;

     (r) whether the Securities of the series are issuable in whole or in part
as one or more Global Securities and, in such case, the identity of the
Depository for such Global Security or Global Securities;

     (s) any restrictions on registrations of transfer with respect to the
Securities of the series and any legend reflecting such restrictions to be
placed on such Securities;

     (t) if the amount of payment of principal of, and premium, if any, or
interest on or Additional Amounts, if any, with respect to such Securities of
the series may be determined with reference to an index, formula or other
method, and, if so, the terms and conditions upon which and the manner in which
such amounts shall be determined;

     (u) any exceptions to Section 13.8 or in the definition of "Business Day"
with respect to the Securities of the series;

     (v) if other than U.S. dollars, the Foreign Currency in which the
Securities of such series shall be denominated and in which payments or
principal of, and any premium or interest on or Additional Amounts with respect
to, such Securities shall or may be payable;

     (w) if the principal of, any premium or interest on or any Additional
Amounts with respect to any of such Securities are to be payable, at the
election of the Company or a Holder thereof or otherwise, in Dollars or in a
Foreign Currency other than that in which such Securities are stated to be
payable, the date or dates on which, the period or periods within which, and the
other terms and conditions upon which, such election may be made, and the time
and manner of determining the exchange rate between the


                                      -16-

Currency in which such Securities are stated to be payable and the Currency in
which such Securities or any of them are to be paid pursuant to such election,
and any deletions from or modifications of or additions to the terms of this
Indenture to provide for or to facilitate the issuance of Securities denominated
or payable, at the election of the Company or a Holder thereof or otherwise, in
a Foreign Currency; and

     (x) any other terms of the series and any other modifications or additions
to this Indenture in respect of such Securities (which terms shall not be
contrary to the provisions of this Indenture).

          With respect to Securities of a series subject to a Periodic Offering,
such resolution of the Board of Directors of the Company or indenture
supplemental hereto may provide general terms or parameters and may provide that
the specific terms of particular Securities, and the Persons authorized to
determine such terms or parameters, may be determined in accordance with or
pursuant to the Company Order referred to in Section 3.3.

          All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in, or
pursuant to the authority granted in, such resolution of the Board of Directors
of the Company or in any such indenture supplemental hereto.

          Anything herein to the contrary notwithstanding, the Trustee shall be
under no obligation to authenticate and deliver Securities of any series the
terms of which, established as contemplated by this Section, would affect the
rights, duties, obligations, liabilities or immunities of the Trustee under this
Indenture.

     Section 3.2 Form and Denominations. In the absence of any specification
pursuant to Section 3.1 with respect to the Securities of any series, the
Securities of such series shall be issuable in fully registered form, without
coupons, in denominations of $1,000 and any integral multiple thereof.

     Section 3.3 Authentication, Dating and Delivery of Securities. At any time
and from time to time after the original execution and delivery of this
Indenture, the Company may deliver Securities of any series, executed by the
Company, to the Trustee for authentication. Except as otherwise provided in this
Article, the Trustee shall thereupon authenticate and make available for
delivery, or cause to be authenticated and delivered, said Securities to or upon
a Company Order, without any further action by the Company; provided, however,
that the Trustee shall authenticate and make available for delivery Securities
of such series for original issue from time to time in the aggregate principal
amount established for such series pursuant to such procedures, acceptable to
the Trustee and to such recipients, as may be specified from time to time by a
Company Order. The maturity dates, original issue dates, interest rates and any
other terms of the Securities of such series shall be determined by or pursuant
to such Company Order and procedures. If provided for in such procedures, such
Company Order may authorize authentication and delivery pursuant to oral
instructions from the Company or its duly authorized agent, which instructions
shall be promptly confirmed in writing.


                                      -17-

          In authenticating such Securities and accepting the responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, prior to the initial authentication of such Securities, and
(subject to Section 7.1) shall be fully protected in relying upon:

     (a) a Board Resolution relating thereto;

     (b) an Officers' Certificate of the Company or an executed supplemental
indenture setting forth the terms of such Securities as provided in Section 3.1;

     (c) an Officers' Certificate of the Company which shall state that all
conditions precedent provided for in this Indenture relating to the issuance of
such Securities have been complied with, that no Event of Default with respect
to any series of Securities has occurred and is continuing and that the issuance
of such Securities does not constitute and will not result in (i) any Event of
Default or any event or condition, which, upon the giving of notice or the lapse
of time or both, would become an Event of Default or (ii) any default under the
provisions of any other instrument or agreement by which the Company is bound;
and

     (d) an Opinion of Counsel of the Company, which shall state:

          (i) that the form and the terms of such Securities have been duly
     authorized by the Company and have been established in conformity with the
     provisions of this Indenture;

          (ii) 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
     binding obligations of the Company enforceable against the Company in
     accordance with their terms, except to the extent enforceability may be
     limited by applicable bankruptcy, insolvency, reorganization, moratorium,
     arrangement, fraudulent conveyance, fraudulent transfer and other similar
     laws affecting the enforcement of creditors' rights generally and by
     general principles of equity (regardless of whether enforceability is
     considered in a proceeding in equity or at law);

          (iii) that no consent, approval, authorization, order, registration or
     qualification of or with any court or any governmental agency or body
     having jurisdiction over the Company is required for the execution and
     delivery of such Securities by the Company, except such as have been
     obtained (and except that no opinion need be expressed as to state
     securities or "blue sky" laws); and

          (iv) all applicable laws and requirements in respect of the execution
     and delivery by the Company of such Securities have been complied with;

          Notwithstanding the provisions of Section 3.1 and of the immediately
preceding paragraph, with respect to Securities of a series subject to a
Periodic Offering, the Trustee shall be entitled to receive the Officers'
Certificate of the Company otherwise required pursuant to Section 3.3(c) and the
Opinion of Counsel required by this Section


                                      -18-

3.3(d) only once at or prior to the time of the first authentication and
delivery of such Securities (provided that such Opinion of Counsel addresses the
authentication and delivery of all such Securities) and that, in lieu of the
opinions described in clauses (ii) and (iii) above, Counsel may opine that:

          (x) when the terms of such Securities shall have been established
     pursuant to a Company Order or Orders or pursuant to such procedures as may
     be specified from time to time by a Company Order or Orders, all as
     contemplated by and in accordance with the instrument or instruments
     delivered pursuant to clause (i) above, such terms will have been duly
     authorized by the Company and will have been established in conformity with
     the provisions of this Indenture; and

          (y) when such Securities shall have been authenticated and delivered
     by the Trustee in accordance with this Indenture and the Company Order or
     orders or the specified procedures referred to in paragraph (x) above and
     issued and delivered by the Company in the manner and subject to any
     conditions specified in such Opinion of Counsel, such Securities will
     constitute valid obligations of the Company enforceable against the Company
     in accordance with their terms except to the extent enforceability may be
     limited by applicable bankruptcy, insolvency, reorganization, moratorium
     and other similar laws affecting the enforcement of creditors rights
     generally and by the effect of general principles of equity (regardless of
     whether enforceability is considered in a proceeding in equity or at law).

          With respect to Securities of a series subject to a Periodic Offering,
the Trustee may conclusively rely, as to the authorization by the Company of any
of such Securities, the forms and terms thereof, the validity thereof and the
compliance of the authentication and delivery thereof with the terms and
conditions of this Indenture, upon the Opinion or Opinions of Counsel, the
Officers' Certificate of the Company and the certificates and other documents
delivered pursuant to this Section 3.3 at or prior to the time of the first
authentication and delivery of Securities of such series until any of such
opinions, certificates or other documents have been superseded or revoked or
expire by their terms; provided, however, that any request by the Company to the
Trustee to authenticate and deliver Securities of such series shall constitute a
representation and warranty by the Company that as of the date of such request
the statements made in the most recent Officers' Certificate of the Company
delivered pursuant to Section 3.3(c) are true and correct as if made on and as
of the date thereof.

          The Trustee shall have the right to decline to authenticate and make
available for delivery any Securities under this Section if the Trustee, being
advised by counsel reasonably acceptable to the Trustee and the Company,
determines that such action would expose the Trustee to personal liability.

          Each Security shall be dated the date of its authentication, except as
otherwise provided pursuant to Section 3.1 with respect to the series of which
such Security is a part and except that any substitute Security under Section
3.7 shall be dated


                                      -19-

so that neither gain nor loss in interest shall result from any mutilation,
destruction, loss or theft of the relevant Predecessor Security.

     Section 3.4 Execution of Securities. The Securities shall be signed in the
name of and on behalf of the Company by both (a) its chairman, vice chairman,
president, any vice president, chief executive officer or chief financial
officer and (b) its chief financial officer, chief operating officer, treasurer,
any assistant treasurer, its secretary or any assistant secretary, under its
corporate seal which may, but need not, be attested. Such signatures may be the
manual or facsimile signatures of such officers. The seal of the Company may be
in the form of a facsimile thereof and may be impressed, affixed, imprinted or
otherwise reproduced thereon. Typographical and other minor errors or defects in
any such reproduction of the seal or any such signature shall not affect the
validity or enforceability of any Security that has been duly authenticated and
delivered by the Trustee.

          In case any officer of the Company who shall have signed any of the
Securities shall cease to be such officer before the Security so signed shall be
authenticated and delivered by or on behalf of the Trustee or disposed of by the
Company, such Securities nevertheless may be authenticated and delivered or
disposed of as though the Person who signed such Securities had not ceased to be
such officer of the Company; and any Security may be signed on behalf of the
Company by such Persons as, at the actual date of the original execution of such
Security, shall be the proper officers of the Company, although at the date of
the original execution and delivery of this Indenture, or at the date of such
Security, any such Person was not such an officer.

     Section 3.5 Certificate of Authentication. No Security shall be entitled to
the benefits of this Indenture or be valid or obligatory for any purpose, unless
there appears on such Security a certificate of authentication substantially in
the form hereinbefore recited, executed by or on behalf of the Trustee by manual
signature. Such certificate by or on behalf of the Trustee upon any Security
executed by the Company shall be conclusive evidence that the Security so
authenticated has been duly authenticated and delivered hereunder and that the
Holder is entitled to the benefits of this Indenture.

     Section 3.6 Registration, Registration of Transfer and Exchange. Subject to
the conditions set forth below (and subject, with respect to Global Securities,
to Section 2.4), Securities of any series may be exchanged for a like aggregate
principal amount of Securities of the same series and having the same terms but
in other authorized denominations. Securities to be exchanged shall be
surrendered at the offices or agencies to be maintained for such purposes as
provided in Section 4.2, and the Company shall execute and the Trustee or any
Authenticating Agent shall authenticate and make available for delivery in
exchange therefor the Security or Securities which the Holder making the
exchange shall be entitled to receive.

          The Company shall keep or cause to be kept, at one of said offices or
agencies maintained pursuant to Section 4.2, a register for each series of
Securities issued hereunder (hereinafter collectively referred to as the
"SECURITIES REGISTER") in which, subject to such reasonable regulations as it
may prescribe, the Company shall, subject to


                                      -20-

the provisions of Section 2.4, provide for the registration of Securities of
such series and shall register the transfer of Securities of such series as in
this Article provided. The Securities Register shall be in written form or in
any other form capable of being converted into written form within a reasonable
time. The Trustee is hereby appointed as the initial "Securities Registrar" for
the purpose of registering Securities and registering transfers of Securities as
herein provided. Subject to the provisions of Section 2.4, upon surrender for
registration of transfer of any Security of any series at any such office or
agency, the Company shall execute and the Trustee or any Authenticating Agent
shall authenticate and make available for delivery in the name of transferee or
transferees a new Security or Securities of the same series for an equal
aggregate principal amount.

          The Company shall have the right to remove and replace from time to
time the Security Registrar for any series of Securities; provided that no such
removal or replacement shall be effective until a successor Security Registrar
with respect to such series of Securities shall have been appointed by the
Company and shall have accepted such appointment by the Company. In the event
that the Trustee shall not be or shall cease to be Security Registrar with
respect to a series of Securities, it shall have the right to examine the
Security Register for such series at all reasonable times. There shall be only
one Security Register for each series of Securities.

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

          Each Security issued upon registration of transfer or exchange of
Securities pursuant to this Section shall be the valid obligation of the
Company, evidencing the same indebtedness and entitled to the same benefits
under this Indenture as the Security or Securities surrendered upon registration
of such transfer or exchange.

          No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company or the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 3.10, Section 10.6 or Section 14.3 not
involving any transfer.

          The Company shall not be required (a) to issue, exchange or register
the transfer of any Securities of any series during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of such series and ending at the close of business on
the day of such mailing, or (b) to exchange or register the transfer of any
Securities selected, called or being called for redemption except, in the case
of any Security to be redeemed in part, the portion thereof not to be redeemed.


                                      -21-

     Section 3.7 Mutilated, Destroyed, Lost and Stolen Securities. In case any
temporary or definitive Security shall become mutilated (whether by defacement
or otherwise) or be destroyed, lost or stolen, and in the absence of notice to
the Company or the Trustee that such Security has been acquired by a protected
purchaser, the Company shall, except as otherwise provided in this Section,
execute, and upon a Company Request, the Trustee shall authenticate and make
available for delivery, a new Security of the same series, tenor and principal
amount, bearing a number, letter or other distinguishing symbol not
contemporaneously outstanding, in exchange and substitution for the mutilated
Security, or in lieu of and in substitution for the Security so destroyed, lost
or stolen. In every case the applicant for a substituted Security shall furnish
to the Company and to the Trustee and any agent of the Company or the Trustee
such security or indemnity as may be required by them to save each of them
harmless, and, in every case of destruction, loss or theft, the applicant shall
also furnish to the Company and the Trustee and any agent of the Company or the
Trustee evidence to their satisfaction of the destruction, loss or theft of such
Security and of the ownership thereof.

          Upon the issuance of any substitute 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 or any Authenticating
Agent) connected therewith.

          In case any Security which has matured or is about to mature or has
been called for redemption in full shall become mutilated or be destroyed, lost
or stolen, the Company may, instead of issuing a substitute Security, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated Security). In every case, the applicant for such payment shall
furnish to the Company and to the Trustee and any agent of the Company or the
Trustee such security or indemnity as any of them may require to save each of
them harmless, and, in every case of destruction, loss or theft, the applicant
shall also furnish to the Company and the Trustee and any agent of the Company
or the Trustee evidence to their satisfaction of the destruction, loss or theft
of such Security and of the ownership thereof.

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


                                      -22-

     Section 3.8 Payment of Interest and Certain Additional Amounts; Interest
Rights and Certain Additional Amounts Preserved. The Holder of any Securities at
the close of business on the Regular Record Date with respect to any Interest
Payment Date shall be entitled to receive the interest, if any, and any
Additional Amounts payable on such Interest Payment Date notwithstanding the
cancellation of such Securities upon any registration of transfer or exchange
subsequent to the Regular Record Date and prior to such Interest Payment Date,
and, if provided for in the Board Resolution or supplemental indenture pursuant
to Section 3.1, in the case of a Security issued between a Regular Record Date
and the initial Interest Payment Date relating to such Regular Record Date,
interest for the period beginning on the date of issue and ending on such
initial Interest Payment Date shall be paid to the Person to whom such Security
shall have been originally issued. Except as otherwise specified as contemplated
by Section 3.1, for Securities of a particular series the term "Regular Record
Date" as used in this Section with respect to any Interest Payment Date shall
mean the close of business on the last day of the calendar month preceding such
Interest Payment Date if such Interest Payment Date is the fifteenth day of a
calendar month and shall mean the close of business on the fifteenth day of the
calendar month preceding such Interest Payment Date if such Interest Payment
Date is the first day of a calendar month, whether or not such day shall be a
Business Day. At the option of the Company, payment of interest on any Security
may be made by check mailed to the address of the Person entitled thereto (which
shall be the Depository in the case of Global Securities) as such address shall
appear in the Securities Register.

          If and to the extent the Company shall default in the payment of the
interest due or any Additional Amounts on such Interest Payment Date in respect
of any Securities, such defaulted interest shall be paid by the Company at its
election in each case, as provided in clause (a) or (b) below:

     (a) The Company may make payment of any defaulted interest to the Holder of
Securities at the close of business on a Special Record Date established by
notice given by mail, by or on behalf of the Company, to such Holder not less
than 15 days preceding such Special Record Date, such Special Record Date to be
not less than 10 days preceding the date for payment of such defaulted interest.

     (b) The Company 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 the Securities of such series
may be listed, and upon such notice as may be required by such exchange, if,
after notice given by the Company to the Trustee of the proposed payment
pursuant to this clause, such manner of payment shall be deemed practicable by
the Trustee.

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


                                      -23-

     Section 3.9 Cancellation of Securities; Destruction Thereof. All Securities
surrendered for payment, redemption, registration of transfer or exchange, or
for credit against any payment in respect of a sinking or analogous fund, shall,
if surrendered to the Company or any Paying Agent or any Securities Registrar,
be delivered to the Trustee for cancellation or, if surrendered to the Trustee,
shall be cancelled by it, and no Securities shall be issued in lieu thereof
except as expressly permitted by any of the provisions of this Indenture. The
Trustee shall, unless instructed to deliver the Securities to the Company in a
Company Order, destroy such cancelled Securities and, upon the Company's written
request, deliver certification of their destruction to the Company. If the
Company shall acquire any of the Securities, such acquisition shall not operate
as a redemption or satisfaction of the indebtedness represented by such
Securities unless and until the same are delivered to the Trustee for
cancellation.

     Section 3.10 Temporary Securities. Pending the preparation by the Company
of definitive Securities of any series, the Company may execute and the Trustee
shall authenticate and make available for delivery in the manner provided in
Section 3.3, temporary Securities for such series (printed, lithographed,
typewritten or otherwise reproduced, in each case in form satisfactory to the
Trustee). Temporary Securities of any series shall be issuable in any authorized
denomination, and substantially in the form of the definitive Securities of such
series in lieu of which they are issued but with such omissions, insertions and
variations as may be appropriate for temporary securities, all as may be
determined by the Company with the concurrence of the Trustee. Temporary
Securities may contain such reference to any provisions of this Indenture as may
be appropriate. Every temporary Security shall be executed by the Company and be
authenticated by the Trustee upon the same conditions and in substantially the
same manner, and with like effect, as the definitive Securities. Without
unreasonable delay the Company shall execute and shall furnish definitive
Securities of such series and thereupon temporary Securities of such series may
be surrendered in exchange therefor without charge at the Corporate Trust Office
of the Trustee, and the Trustee shall authenticate and make available for
delivery in exchange for such temporary Securities an equal aggregate principal
amount of definitive Securities of the same series. Such exchange shall be made
by the Company at its own expense and without any charge therefor except that in
case of any such exchange involving any registration of transfer the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto. 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
authenticated and delivered hereunder.

     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 shall be computed on the basis of a 360-day year of
twelve 30-day months.

     Section 3.12 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 as a convenience to Holders as
set-forth in Section


                                      -24-

14.2. The Company shall promptly notify the Trustee in writing of any change in
"CUSIP" numbers.

                                   ARTICLE 4
                            COVENANTS OF THE COMPANY

          The Company covenants and agrees for the benefit of each series of
Securities (except to the extent that any series of Securities is excluded from
the benefits of any of such covenants pursuant to Section 3.1(n)) that on and
after the date of original execution of this Indenture and so long as any of the
Securities of such series remain Outstanding:

     Section 4.1 Payment of Securities. The Company will duly and punctually pay
or cause to be paid the principal of any premium and interest on, and any
Additional Amounts with respect to the Securities of such series at the place or
places, at the respective times and in the manner provided in such Securities
and in the Indenture.

     Section 4.2 Offices or Agency. So long as any of the Securities remain
Outstanding, the Company will maintain in the Borough of Manhattan, The City of
New York, New York, an office or agency where such Securities may be presented
or surrendered for payment, where such Securities may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of such Securities and this Indenture may be served,
which office or agency shall initially be the Corporate Trust Office of the
Trustee or, if the Corporate Trust Office of the Trustee is not located in the
Borough of Manhattan, The City of New York, such office or agency shall be the
principal corporate trust office of the Authenticating Agent designated pursuant
to Section 7.14 hereof. The Company 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 shall fail to maintain such required office or agency or shall
fail to furnish the Trustee with the required information with respect thereto,
presentations, surrenders, notices and demands in respect of Securities may be
made or served at the Corporate Trust Office of the Trustee and the corporate
trust office of any Authenticating Agent appointed hereunder; and the Company
hereby appoints the Trustee and any Authenticating Agent appointed hereunder its
agents to receive all such presentations, surrenders, notices and demands.

          The Company may also from time to time designate one or more other
offices or agencies (in or outside The City of New York) where the Securities of
one or more series, or any Tranche thereof may be presented or surrendered for
any or all of such purposes, and may from time to time rescind such designation;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain for such purposes an office or
agency in the Borough of Manhattan, The City of New York. The Company will
promptly notify the Trustee in writing of any such designation or rescission
thereof.

          Unless otherwise specified with respect to any Securities pursuant to
Section 3.1, if and so long as the Securities of any series (i) are denominated
in a Foreign


                                      -25-

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

     Section 4.3 Money for Securities Payments to Be Held in Trust. If the
Company shall at any time act as its own Paying Agent with respect to any series
of Securities, it shall, on or before each due date of the principal of, any
premium or interest on or Additional Amounts with respect to any of the
Securities of such series, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum in the currency or currencies, currency unit or
units or composite currency or currencies in which the Securities of such series
are payable (except as otherwise specified pursuant to Section 3.1 for the
Securities of such series) sufficient to pay the principal or any premium,
interest or Additional Amounts so becoming due until such sums shall be paid to
such Persons or otherwise disposed of as herein provided, and shall promptly
notify the Trustee in writing of its action or failure so to act.

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

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

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

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

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


                                      -26-

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

          Anything in this Section to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section is subject to the
provisions of Section 12.3, Section 12.4 and Section 12.5.

     Section 4.4 Additional Amounts. All payments of principal of and premium,
if any, interest and any other amounts on, or in respect of, the Securities of
any series shall be made without withholding or deduction at source for, or on
account of, any present or future taxes, fees, duties, assessments or
governmental charges of whatever nature imposed or levied by or on behalf of
Bermuda or any other jurisdiction in which the Company is organized (each, a
"TAXING JURISDICTION") or any political subdivision or taxing authority thereof
or therein, unless such taxes, fees, duties, assessments or governmental charges
are required to be withheld or deducted by (i) the laws (or any regulations or
ruling promulgated thereunder) of a taxing jurisdiction or any political
subdivision or taxing authority thereof or therein or (ii) an official position
regarding the application, administration, interpretation or enforcement of any
such laws, regulations or rulings (including, without limitation, a holding by a
court of competent jurisdiction or by a taxing authority in a taxing
jurisdiction or any political subdivision thereof).

          If a withholding or deduction at source is required, the Company
shall, subject to certain limitations and exceptions set forth below, pay to the
Holder of any such Security such Additional Amounts as may be necessary so that
every net payment of principal, premium, if any, interest or any other amount
made to such Holder, after such withholding or deduction, shall not be less than
the amount provided for in such Security and this Indenture to be then due and
payable; provided, however, that the Company shall not be required to make
payment of such Additional Amounts for or on account of:

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


                                      -27-

Additional Amounts if it had presented such Security for payment on any day
within such period of thirty (30) days;

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

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

     (d) any withholding or deduction required to be made pursuant to any EU
Directive on the taxation of savings implementing the conclusions of the ECOFIN
Council meetings of 26-27 November 2000, 3 June 2003 or any law implementing or
complying with, or introduced in order to confirm to, such EU Directive; or

     (e) any combination of items (a), (b), (c) and (d).

          In addition, the Company shall not be required to pay Additional
Amounts if a payment on a Security is reduced as a result of any tax, assessment
or other governmental charge that is imposed and withheld at source solely by
reason of the Holder (1) being or having been a foreign private foundation or
other foreign tax-exempt organization, (2) owning or having owned, actually or
constructively, 10% or more of the total combined voting power of all classes of
shares of the Company entitled to vote, (3) being or having been a "controlled
foreign corporation" with respect to which the Company is a "related person"
within the meaning of the Internal Revenue Code of 1986, as amended (the
"CODE"), (4) being or having been a bank receiving the interest pursuant to a
loan agreement in the ordinary course of its trade or business or (e) any
combination of items (a), (b), (c) and (d) above and (1), (2), (3), and (4) as
contained herein.

          Further, the Company shall not pay Additional Amounts with respect to
any payment of principal of, or premium, if any, interest or any other amounts
on, any such Security to any Holder who is a fiduciary, partnership, limited
liability company, other fiscally transparent entity or other than the sole
beneficial owner of such note to the extent that such a partner, member with
respect to such a limited liability company or other fiscally transparent
entity, or beneficiary or settler with respect to such fiduciary would not have
been entitled to such additional amounts had it been the Holder of the Security.
Moreover, the Company shall not provide any indemnification to the extent that
any fiduciary, partnership, limited liability company, other fiscally
transparent entity or other than the sole beneficial owner of such note fails to
withhold any amounts so required by any relevant taxing jurisdiction.


                                      -28-

          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
related Board Resolution of the applicable series, at least 10 days prior to the
first Interest Payment Date with respect to a series of Securities (or if the
Securities of such series shall not bear interest prior to Maturity, the first
day on which a payment of principal is made), and at least 10 days prior to each
date of payment of principal or interest if there has been any change with
respect to the matters set forth in the below-mentioned Officers' Certificate,
the Company shall furnish to the Trustee and the principal Paying Agent or
Paying Agents, if other than the Trustee, an Officers' Certificate of the
Company 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 at source for or on account of any tax, fee, duty,
assessment or other governmental charge described in this Section 4.4. If any
such withholding at source shall be required, then such Officers' Certificate
shall specify by taxing jurisdiction the amount, if any, required to be withheld
on such payments to such Holders of Securities and the Company agrees to pay to
the Trustee or such Paying Agent the Additional Amounts required by this Section
4.4. The Company covenants to indemnify the Trustee and any Paying Agent for,
and to hold them harmless against, any loss, liability or expense reasonably
incurred without negligence or bad faith on their part arising out of or in
connection with actions taken or omitted by any of them in reliance on any
officers' Certificate furnished pursuant to this Section 4.4.

     Section 4.5 Redemption for Tax Purposes. The Company may redeem the
Securities at its option, in whole but not in part, at a Redemption Price equal
to 100% of the principal amount, together with accrued and unpaid interest and
Additional Amounts, if any, to the date fixed for redemption, at any time it
receives an opinion of counsel that as a result of (i) any change in or
amendment to the laws or treaties (or any regulations or rulings promulgated
under these laws or treaties) of Bermuda or any taxing jurisdiction (or of any
political subdivision or taxation authority affecting taxation) or any change in
the application or official interpretation of such laws, treaties, regulations
or rulings (including a holding, judgment or order by a court of competent
jurisdiction) which change on position becomes effective after the issuance of
the Securities, or (ii) any action taken by a taxing authority of Bermuda or any
taxing jurisdiction (or any political subdivision or taxing authority affecting
taxation) which action is generally applied or is taken with respect to the
Company, or (iii) a decision rendered by a court of competent jurisdiction in
Bermuda or any taxing jurisdiction (or any political subdivision) whether


                                      -29-

or not such decision was rendered with respect to the Company, there is a
substantial probability that the Company will be required as of the next
Interest Payment Date to pay Additional Amounts with respect to the Securities
as provided in Section 4.4 and such requirements cannot be avoided by the use of
reasonable measures (consistent with practices and interpretations generally
followed or in effect at the time such measures could be taken) then available.
If the Company elects to redeem the Securities under this provision, it will
give written notice of such election to the Trustee. If the Company elects to
redeem the Securities under this provision it will also mail a notice of
redemption at least 30 days but no more than 60 days before the Redemption Date
to each Holder of the Securities to be redeemed. Unless the Company defaults in
the payment of the Redemption Price, on and after the Redemption Date, interest
will cease to accrue on the Securities or portions thereof called for
redemption. Any such redemption will be subject to ARTICLE 14 hereof.

     Section 4.6 Corporate Existence. Subject to ARTICLE 11, the Company shall
do or cause to be done all things necessary to preserve and keep in full force
and effect its legal existence and rights (charter and statutory) and
franchises; provided, however, that the foregoing shall not obligate the Company
to preserve any such right or franchise if the Company shall determine that the
preservation thereof is no longer desirable in the conduct of its business and
that the loss thereof is not disadvantageous in any material respect to any
Holder.

     Section 4.7 Certificates to Trustee. The Company will, within 120 days
after the end of each fiscal year, file with the Trustee an Officers'
Certificate of the Company complying with the provisions of the second paragraph
of Section 13.6, covering the period from the date of original execution of this
Indenture to [ ________ ] in the case of the first such certificate, and
covering the preceding calendar year in the case of each subsequent certificate,
and stating whether or not, to the knowledge of each of the signers, one of whom
shall be the principal executive officer, the principal financial officer or the
principal accounting officer, the Company has complied with the conditions and
covenants on its part contained in this Indenture, and, if the signers, to the
best of their knowledge, know of any event which is, or after notice or lapse of
time or both would become, a default by the Company in the performance,
observance or fulfillment of any such condition or covenant, specifying each
such default and the nature thereof. For the purpose of this Section, compliance
shall be determined without regard to any grace period or requirement of notice
provided pursuant to the terms of this Indenture.

          The Company shall deliver to the Trustee, within five days after the
occurrence thereof, written notice of any Event of Default or any event which
after notice or lapse of time or both would become an Event of Default pursuant
to clause (c) of Section 6.1.

     Section 4.8 Calculation of Original Issue Discount. The Company shall file
with the Trustee promptly at the end of each calendar year (i) a written notice
specifying the amount of original issue discount (including daily rates and
accrual periods) accrued on any Outstanding Original Issue Discount Securities
as of the end of such year and (ii)


                                      -30-

such other specific information relating to such original issue discount as may
then be relevant under the Code, as amended from time to time.

                                    ARTICLE 5
                     SECURITYHOLDER LISTS AND REPORTS BY THE
                             COMPANY AND THE TRUSTEE

     Section 5.1 Company to Furnish Trustee Information as to Names and
Addresses of Securityholders. The Company covenants and agrees that it will
furnish or cause to be furnished to the Trustee a list in such form as the
Trustee may reasonably require of the names and addresses of the Holders of the
Securities of each series semiannually and not later than June 30 and December
31 in each year, and at such other times as the Trustee may request in writing,
as of a date no more than 15 days prior to the date such information is so
furnished; provided that, if and so long as the Trustee shall be the Securities
Registrar for such series, such list shall not be required to be furnished.

     Section 5.2 Preservation and Disclosure of Securityholder Lists. (a) The
Trustee shall preserve, in as current a form as reasonably practicable, the
names and addresses of Securityholders contained in the most recent list
furnished to the Trustee as provided in Section 5.1 and the names and addresses
of Securityholders received by the Trustee in its capacity as Securities
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 5.1 upon receipt of a new list so furnished.

     (a) The rights of Securityholders to communicate with other Securityholders
with respect to their rights under this Indenture or under the Securities, and
the corresponding rights and duties of the Trustee, shall be provided by the
Trust Indenture Act.

     (b) Every Securityholder, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any
agent of either of them shall be held accountable by reason of any disclosure of
information as to names and addresses of Securityholders made pursuant to the
Trust Indenture Act.

     Section 5.3 Reports by the Company. The Company covenants:

     (a) to file with the Trustee, within 15 days after the Company is required
to file the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may from time to time by rules and regulations
prescribe) which the Company may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company
is not required to file information, documents or reports pursuant to either of
such Sections, then to file with the Trustee and the Commission, in accordance
with rules and regulations prescribed from time to time by the Commission, such
of the supplementary and periodic information, documents and reports which may
be required pursuant to Section 13 of the Exchange Act in respect of a security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations;


                                      -31-

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

     (c) to transmit by mail to the Holders of Securities in the manner and to
the extent provided in Section 5.4 within 30 days after the filing thereof with
the Trustee, such summaries of any information, documents and reports required
to be filed by the Company pursuant to subsections (a) and (b) of this Section
as may be required to be transmitted to such Holders by rules and regulations
prescribed from time to time by the Commission.

          The delivery of such reports, information and documents to the Trustee
pursuant to this Section 5.3 is for informational purposes only and the
Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers'
Certificates of the Company) other than with respect to Section 7.2.

     Section 5.4 Reports by the Trustee. (a) Within 60 days after May 15 in each
year following the date of original execution of this Indenture, so long as any
Securities are Outstanding hereunder, the Trustee shall transmit by mail (with a
copy to the Company) to the Securityholders of such series in the manner and to
extent provided in Trust Indenture Act Section 313(c), a brief report, as
provided by the Trust Indenture Act Sections 313(a) and (b).

     (a) A copy of each such report shall, at the time of such transmission to
the Securityholders of any series, be furnished to the Company and be filed by
the Trustee with each stock exchange upon which the Securities of such series
are listed and also with the Commission. The Company agrees to notify the
Trustee promptly when and as the Securities of any series become admitted to
trading on any national securities exchange.

                                    ARTICLE 6
                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

     Section 6.1 Event of Default Defined; Acceleration of Maturity; Waiver of
Default. "Event of Default", with respect to the Securities of any series,
wherever used herein, means each one of the following events which shall have
occurred and be continuing (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body), unless it is either
inapplicable to a particular series or it is specifically deleted or modified in
the applicable resolution of the Board of Directors of


                                      -32-

the Company or in the supplemental indenture under which such series of
Securities is issued, as the case may be, as contemplated by Section 3.1:

     (a) default in the payment of any interest on any of the Securities of such
series, or any Additional Amounts payable with respect thereto, as and when the
same shall become due and payable, and continuance of such default for a period
of 30 days and the time for payment of such interest or Additional Amounts has
not been extended; provided, however, that if the Company is permitted by the
terms of the Securities of the applicable series to defer the payment in
question, the date on which such payment is due and payable shall be the date on
which the Company is required to make payment following such deferral, if such
deferral has been elected pursuant to the terms of the Securities of that
series; or

     (b) default in the payment of the principal of or premium, if any, on any
of the Securities of such series as, or any Additional Amounts payable with
respect thereto, and when the same shall become due and payable at Maturity, and
the time for payment of such principal (or premium, if any), or any Additional
Amounts payable with respect thereto, has not been extended; provided, however,
that if the Company is permitted by the terms of the Securities of the
applicable series to defer the payment in question, the date on which such
payment is due and payable shall be the date on which the Company is required to
make payment following such deferral, if such deferral has been elected pursuant
to the terms of the Securities of that series; or

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

     (d) default in the payment at Maturity of Indebtedness of the Company in
excess of $50,000,000 or if any event of default as defined in any mortgage,
indenture or instrument under which there may be issued, or by which there may
be secured or evidenced, any Indebtedness of the Company (other than
Indebtedness which is non-recourse to the Company) shall happen and shall result
in the acceleration of more than $50,000,000 in principal amount of such
Indebtedness (after giving effect to any applicable grace period) and such
default shall not be cured or waived or such acceleration shall not be rescinded
or annulled within a period of 30 days after written notice shall have been
given, by registered or certified mail, to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 25% in principal amount of
the Outstanding Securities of such series, specifying such default or event of
default and requiring the Company to cause such default to be cured or waived or
to cause such acceleration to be rescinded or annulled or to cause such
Indebtedness to be discharged and stating that such notice is a "Notice of
Default" hereunder; or


                                      -33-

     (e) the Company shall fail within 60 days to pay, bond or otherwise
discharge any uninsured judgment or court order for the payment of money in
excess of $50,000,000, which is not stayed on appeal or is not otherwise being
appropriately contested in good faith; or

     (f) a court having jurisdiction in the premises shall enter a decree or
order for relief in respect of the Company in an involuntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or, under any such law, (i) appointing a receiver, liquidator, assignee,
custodian, trustee or sequestrator (or similar official) of the Company or for
any substantial part of its property or (ii) ordering the winding up or
liquidation of its affairs, and such decree or order shall remain unstayed and
in effect for a period of 60 consecutive days; or

     (g) the Company shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or,
under any such law, (i) consent to the entry of an order for relief in an
involuntary case under any such law, (ii) consent to the appointment or taking
possession by a receiver, liquidator, assignee, custodian, trustee or
sequestrator (or similar official) of the Company or for any substantial part of
its property, or (iii) make any general assignment for the benefit of creditors;
or

     (h) default in the performance or breach of the conditions of Section 11.1
and Section 11.2, and the continuation of such violation for 60 days after
written notice has been given, by registered or certified mail, to the Company
by the Trustee or to the Company and the Trustee by the Holders of at least 25%
in principal amount of the Outstanding Securities of such series, specifying
such failure to comply and requiring it to be remedied and stating that such
notice is a "Notice of Default"; or

     (i) any other Event of Default established by or pursuant to a resolution
of the Board of Directors of the Company or one or more indentures supplemental
hereto as applicable to the Securities of such series.

          If an Event of Default described in clause (a), (b), (c), (d), (e),
(h) or (i) above occurs and is continuing with respect to Securities of any
series at the time Outstanding, the Trustee or the Holders of not less than 25%
in aggregate principal amount of the Securities of such series then Outstanding,
by notice in writing to the Company (and to the Trustee if given by
Securityholders), may declare the entire principal (or, if the Securities of
such series are Original Issue Discount Securities, such portion of the
principal as may be specified in the terms of such series) of all Securities of
such series and the interest accrued thereon, if any, to be due and payable
immediately, and upon any such declaration the same shall become immediately due
and payable. If any Event of Default described in clause (f) or (g) above occurs
and is continuing, all unpaid principal of the Securities then Outstanding of
that series and the interest accrued thereon, if any, shall ipso facto become
and be immediately due and payable without declaration, presentment, demand or
notice of any kind by the Trustee or any Holder of Securities of that series.


                                      -34-

          The foregoing provisions, however, are subject to the condition that
if, at any time after a declaration of acceleration with respect to the
Securities of any series has been made and before any judgment or decree for the
payment of the moneys due shall have been obtained or entered as hereinafter
provided, the Company shall pay or shall deposit with the Trustee a sum
sufficient to pay all matured installments of interest, if any, and any
Additional Amounts with respect to all the Securities of such series (or upon
all the Securities, as the case may be) and the principal of (and premium, if
any, on) any and all Securities of such series (or of all the Securities, as the
case may be) which shall have become due otherwise than by acceleration (with
interest upon such principal and premium, if any, and, to the extent that
payment of such interest is enforceable under applicable law, on overdue
installments of interest or Additional Amounts, at the Overdue Rate applicable
to such series to the date of such payment or deposit) and all amounts payable
to the Trustee pursuant to the provisions of Section 7.6, and such amount as
shall be sufficient to cover reasonable compensation to the Trustee, its agents,
attorneys and counsel, and all other expenses and liabilities incurred, and all
advances made, by the Trustee except as a result of negligence or bad faith, and
if any and all Events of Default under the Indenture, other than the nonpayment
of the principal of and accrued interest on and any Additional Amounts with
respect to Securities of such series which shall have become due by
acceleration, shall have been cured, waived or otherwise remedied as provided
herein - then and in every such case the Holders of a majority in aggregate
principal amount of the Securities of such series (each series voting as a
separate class), or of all the Securities (voting as a single class), as the
case may be, then Outstanding, by written notice to the Company and to the
Trustee, may waive all defaults with respect to that series (or with respect to
all the Securities, as the case may be) and rescind and annul such acceleration
and its consequences, but no such waiver or rescission and annulment shall
extend to or shall affect any subsequent default or shall impair any right
consequent thereon.

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

     Section 6.2 Collection of Indebtedness by Trustee; Trustee May Prove Debt.
The Company covenants that (a) in case default shall be made in the payment of
any installment of interest on or any Additional Amounts with respect to any of
the Securities of any series when such interest shall have become due and
payable, and such default shall have continued for a period of 30 days or (b) in
case default shall be made in the payment of all or any part of the principal of
or any premium, if any, on any Securities of any series or any Additional
Amounts with respect thereto when the same shall have become due and payable,
whether upon Stated Maturity of the Securities of such series or


                                      -35-

upon any redemption or by acceleration or otherwise, then upon demand of the
Trustee for such series, the Company will pay to the Trustee for the benefit of
the Holder of any such Security the whole amount that then shall have become due
and payable on any such Security for the principal, premium, if any, and
interest, if any, with interest upon the overdue principal and premium, if any,
and, so far as payment of the same is enforceable under applicable law, on
overdue installments of interest and Additional Amounts, at the Overdue Rate
applicable to any such Security; and, in addition thereto, such further amount
as shall be sufficient to cover the costs and expenses of collection, and any
further amounts payable to the Trustee, its agents and counsel pursuant to the
provisions of Section 7.6.

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

          The Trustee shall be entitled and empowered, either in its own name as
trustee of an express trust, or as attorney-in-fact for the Holders of any of
the Securities, or in both such capacities, to file such proof of debt,
amendment of proof of debt, claim, petition or other document as may be
necessary or advisable in order to have the claims of the Trustee and of the
Holders of Securities allowed in any equity receivership, insolvency,
bankruptcy, liquidation, readjustment, reorganization or other similar
proceedings, or any judicial proceedings, relative to the Company or any other
obligor on the Securities or its creditors or its property. The Trustee is
hereby irrevocably appointed (and the successive respective Holders of the
Securities, by taking and holding the same, shall be conclusively deemed to have
so appointed the Trustee) the true and lawful attorney-in-fact of the respective
Holders of the Securities, with authority to make or file in the respective
names of the Holders of the Securities any proof of debt, amendment of proof of
debt, claim, petition or other document in any such proceedings and to receive
payment of any sums becoming distributable on account thereof, and to execute
any other papers and documents and do and perform any and all acts and things
for and on behalf of such Holders of the Securities as may be necessary or
advisable in the opinion of the Trustee in order to have the respective claims
of the Holders of the Securities against the Company or any other obligor on the
Securities and/or its property allowed in any such proceedings, and to receive
payment of or on account of such claims; provided, however, that nothing herein
contained shall be deemed to authorize or empower the Trustee to consent to or
accept or adopt, on behalf of any Holder of Securities, any plan of
reorganization or readjustment of the Company or any other obligor on the
Securities or, by other action of any character in any such proceeding, to waive
or change in any way any right of any Holder of any Security, even though it may
otherwise be entitled so to do under any present or future law, all such power
or authorization being hereby expressly denied.


                                      -36-

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

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

     Section 6.3 Application of Proceeds. Any moneys collected by the Trustee
pursuant to this Article in respect of any series of the Securities, together
with any other sums held by the Trustee (as such) hereunder (other than sums
held in trust for the benefit of the Holders of particular 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 moneys on account of principal, or any premium,
interest or Additional Amounts, upon presentation (except in respect of
Subdivision First below) of the several Securities in respect of which moneys
have been collected and stamping (or otherwise noting) thereon the payment, or
issuing Securities of such series in reduced principal amounts in exchange for
the presented Securities of like series if only partially paid, or upon
surrender thereof if fully paid:

          FIRST: To the payment of costs and expenses applicable to such series
in respect of which moneys have been collected, including reasonable
compensation to the Trustee and each predecessor Trustee and their respective
agents and attorneys and of all expenses and liabilities incurred, and all
advances made, by the Trustee and each predecessor Trustee except as a result of
negligence or bad faith, and all other amounts due to the Trustee or any
predecessor Trustee pursuant to Section 7.6;

          SECOND: To the payment of all Senior Indebtedness of the Company if
and to the extent required by Article 16 hereof;

          THIRD: In case the principal of the Securities of such series in
respect of which moneys have been collected shall not have become and be then
due and payable, to the payment of interest and any Additional Amounts on the
Securities of such series in default in the order of the maturity of the
installments of such interest, with interest (to the extent that such interest
has been collected by the Trustee), so far as it may be enforceable under
applicable law, upon the overdue installments of interest and any Additional
Amounts at the Overdue Rate applicable to such series, such payments to be made
ratably to the Persons entitled thereto, without discrimination or preference;

          FOURTH: In case the principal of the Securities of such series in
respect of which moneys have been collected shall have become and shall be then
due and


                                      -37-

payable, to the payment of the whole amount then owing and unpaid upon all the
Securities of such series for principal and premium, if any, and interest, if
any, and any Additional Amounts, with interest upon the overdue principal and
premium, if any, and (to the extent that such interest has been collected by the
Trustee), so far as payment of the same is enforceable under applicable law,
upon overdue installments of interest and any Additional Amounts, if any, at the
Overdue Rate applicable to such series; and in case such moneys shall be
insufficient to pay in full the whole amount so due and unpaid upon the
Securities of such series, then to the payment of such principal, premium, if
any, and interest, if any, and any Additional Amounts, without preference or
priority of principal and premium, if any, over interest or any Additional
Amounts, or of interest or any Additional Amounts, if any, over principal and
premium, if any, or of any installment of interest over any other installment of
interest, or of any Security of such series over any other Security of such
series, ratably to the aggregate of such principal, premium, if any, and accrued
and unpaid interest, if any; and

          FIFTH: To the payment of the remainder, if any, to the Company or as a
court of competent jurisdiction may direct in writing.

     Section 6.4 Suits for Enforcement. In case an Event of Default with respect
to Securities of any series has occurred, has not been waived and is continuing,
the Trustee may in its discretion proceed to protect and enforce the rights
vested in it by this Indenture by such appropriate judicial proceedings as the
Trustee shall deem most effectual to protect and enforce any of such rights,
either at law or in equity or in bankruptcy or otherwise, whether for the
specific enforcement of any covenant or agreement contained in this Indenture or
in aid of the exercise of any power granted in this Indenture or to enforce any
other legal or equitable right vested in the Trustee by this Indenture or by
law.

     Section 6.5 Restoration of Rights on Abandonment of Proceedings. In case
the Trustee or any Holder shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned for any
reason, or shall have been determined adversely to the Trustee or such Holder,
then and in every such case (subject to the binding effect of any determination
made in such proceedings) the Company and the Trustee and each of the Holders
shall be restored severally and respectively to their former positions and
rights hereunder, and (subject as aforesaid) all rights, remedies and powers of
the Company, the Trustee and the Holders shall continue as though no such
proceedings had been instituted.

     Section 6.6 Limitations on Suits by Securityholders. No Holder of any
Security of any series shall have any right by virtue or by availing of any
provision of this Indenture to institute an action or proceeding at law or in
equity or in bankruptcy or otherwise upon or under or with respect to this
Indenture, or for the appointment of a trustee, receiver, liquidator, custodian
or other similar official or for any other remedy hereunder, unless such Holder
previously shall have given to the Trustee written notice of an Event of Default
and of the continuance thereof, as hereinbefore provided, and unless also the
Holders of not less than 25% in aggregate principal amount of the Securities of
such series then Outstanding shall have made written request upon the Trustee to
institute


                                      -38-

such action or proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby and the
Trustee for 60 days after its receipt of such notice, request and offer of
indemnity shall have failed to institute any such action or proceeding and no
direction inconsistent with such written request shall have been given to the
Trustee pursuant to Section 6.9; it being understood and intended, and being
expressly covenanted by the taker and Holder of every Security with every other
taker and Holder of any Security and with the Trustee, that no one or more
Holders of Securities of any series shall have any right in any manner whatever
by virtue or by availing of any provision of this Indenture to affect, disturb
or prejudice the rights of any other Holder of Securities, or to obtain or seek
to obtain priority over or preference to any other such Holder or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal, ratable and common benefit of all Holders of Securities of such series.
For the protection and enforcement of the provisions of this Section, each and
every Holder of Securities of any series and the Trustee shall be entitled to
such relief as can be given either at law or in equity.

     Section 6.7 Unconditional Right of Securityholders to Institute Certain
Suits. Nothing contained in this Indenture or in the Securities of any series
shall affect or impair the obligation of the Company, which is unconditional and
absolute, to pay the principal of, and premium, if any, and interest, if any,
on, and any Additional Amounts with respect to, the Securities of such series at
the respective places, at the respective times, at the respective rates, in the
respective amounts and in the coin or currency therein and herein prescribed, or
affect or impair the right of action, which is also absolute and unconditional,
of any Holder of any Security to institute suit to enforce such payment at the
respective due dates expressed in such Security, or upon redemption, by
declaration, repayment or otherwise as herein provided without reference to, or
the consent of, the Trustee or the Holder of any other Security, unless such
Holder consents thereto or unless and to the extent that the institution or
prosecution.

     Section 6.8 Powers and Remedies Cumulative; Delay or Omission Not Waiver of
Default. Except as provided in Section 6.6, no right or remedy herein conferred
upon or reserved to the Trustee or to the Holder of any Security is intended to
be exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

          No delay or omission of the Trustee or of any Holder of any Security
of any series to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right or power or
shall be construed to be a waiver of any such Event of Default or an
acquiescence therein; and, subject to Section 6.6, every power and remedy given
by this Indenture or by law to the Trustee or to the Holder of any Security may
be exercised from time to time, and as often as shall be deemed expedient, by
the Trustee or by the Holder of such Security.


                                      -39-

     Section 6.9 Control by Holders of Securities. The Holders of a majority in
aggregate principal amount of the Securities of each series affected (with each
series voting as a separate class) at the time Outstanding shall have the right
to direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee with respect to the Securities of such series by this Indenture;
provided that such direction shall not be otherwise than in accordance with law
and the provisions of this Indenture; and provided, further, that (subject to
the provisions of Section 7.1) the Trustee shall have the right to decline to
follow any such direction if the Trustee, being advised by counsel, shall
determine that the action or proceeding so directed may not lawfully be taken or
if the Trustee in good faith by its board of directors, the executive committee
or a trust committee of directors or Responsible Officers of the Trustee shall
determine that the action or proceedings so directed would expose the Trustee to
personal liability or if the Trustee in good faith shall so determine that the
actions or forebearances specified in or pursuant to such direction would be
unduly prejudicial to the interests of Holders of the Securities of all series
so affected not joining in the giving of said direction, it being understood
that (subject to Section 7.1) the Trustee shall have no duty to ascertain
whether or not such actions or forebearances are unduly prejudicial to such
Holders.

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

     Section 6.10 Waiver of Past Defaults. Subject to Section 6.1, the Holders
of not less than a majority in principal amount of the Outstanding Securities of
any series on behalf of the Holders of all the Securities of such series may
waive any past default hereunder with respect to such series and its
consequences, except a default:

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

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

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

     Section 6.11 Trustee to Give Notice of Default, But May Withhold in Certain
Circumstances. The Trustee shall transmit to the Securityholders of any series,
as the names and addresses of such Holders appear on the Security Register,
notice by mail of all defaults known to a Responsible Officer of the Trustee
which have occurred with respect to such series, such notice to be transmitted
within 60 days after the occurrence thereof, unless such defaults shall have
been cured before the giving of such notice (the


                                      -40-

term "default" or "defaults" for the purposes of this Section being hereby
defined to mean any event or condition which is, or with notice or lapse of time
or both would become, an Event of Default); provided that, except in the case of
default in the payment of the principal of, or premium, if any, or interest, if
any, on, or any Additional Amounts with respect to, any of the Securities of
such series, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or a trust committee of
directors or Responsible Officers of the Trustee in good faith determines that
the withholding of such notice is in the interests of the Securityholders of
such series.

     Section 6.12 Right of Court to Require Filing of Undertaking to Pay Costs.
The parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken, 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,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder or group of
Securityholders of any series holding in the aggregate more than 10% in
aggregate principal amount of the Securities of such series Outstanding, or, in
the case of any suit relating to or arising under Section 6.1(c) or Section
6.1(i) (if the suit relates to Securities of more than one but fewer than all
series), 10% in aggregate principal amount of Securities outstanding affected
thereby, or, in the case of any suit relating to or arising under Section 6.1(c)
or Section 6.1(i) (if the suit under clause (d) or (g) relates to all the
Securities then Outstanding), Section 6.1(f) or Section 6.1(g), 10% in aggregate
principal amount of all Securities Outstanding, or to any suit instituted by any
Holder of Securities for the enforcement of the payment of the principal of, or
premium, if any, or interest, if any, on, any Security on or after the due date
expressed in such Security.

     Section 6.13 Waiver of Usury, Stay or Extension Laws. The Company covenants
that (to the extent that it may lawfully do so) it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any usury, stay or extension law wherever enacted, now or at any
time hereafter in force, which may affect the covenants or the performance of
this Indenture; and the Company expressly waives (to the extent that it may
lawfully do so) all benefit or advantage of any such law and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

     Section 6.14 Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder of any Security to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to any
Holder of a Security may be exercised from


                                      -41-

time to time, and as often as may be deemed expedient, by the Trustee or by such
Holder, as the case may be.

                                    ARTICLE 7
                             CONCERNING THE TRUSTEE

     Section 7.1 Duties and Responsibilities of the Trustee; During Default;
Prior to Default. With respect to the Holders of any series of Securities issued
hereunder, the Trustee, prior to the occurrence of an Event of Default with
respect to the Securities of that series and after the curing or waiving of all
Events of Default which may have occurred with respect to such series,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default with respect to the
Securities of a series has occurred (which has not been cured or waived), the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

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

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

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

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

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

     (c) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
Holders of Securities pursuant to Section 6.9 relating to the time, method and
place of conducting


                                      -42-

any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred upon the Trustee, under this Indenture.

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

     Section 7.2 Certain Rights of the Trustee. Subject to Section 7.1:

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

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

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

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

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

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


                                      -43-

assured to the Trustee by the security afforded to it by the terms of this
Indenture, the Trustee may require reasonable indemnity against such expenses or
liabilities as a condition to proceeding; the reasonable expenses of every such
investigation shall be paid by the Company or, if paid by the Trustee or any
predecessor Trustee, shall be repaid by the Company upon demand;

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

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

     (i) the Trustee shall not be deemed to have notice of any Default or Event
of Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a default is
received by the Trustee at the Corporate Trust Office of the Trustee, and such
notice references the Securities and this Indenture; and

     (j) the rights, privileges, protections, immunities and benefits given to
the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other Person authorized to act
hereunder.

     (k) the permissive rights of the Trustee enumerated herein shall not be
construed as duties.

     Section 7.3 Trustee Not Responsible for Recitals, Disposition of Securities
or Application of Proceeds Thereof. The recitals contained herein and in the
Securities, except the certificates of authentication, shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for the
correctness of the same, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it in a
Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein. The Trustee makes no
representation as to the validity or sufficiency of this Indenture or of the
Securities. The Trustee shall not be accountable for the use or application by
the Company of any of the Securities or of the proceeds thereof.


                                      -44-

     Section 7.4 Trustee and Agents May Hold Securities; Collections, etc. The
Trustee, any Paying Agent, Securities Registrar, Authenticating Agent or any
agent of the Company or the Trustee, in its individual or any other capacity,
may become the owner or pledgee of Securities with the same rights it would have
if it were not the Trustee or such agent, and, subject to Section 7.8 and
Section 7.13, if operative, may otherwise deal with the Company and receive,
collect, hold and retain collections from the Company with the same rights it
would have if it were not the Trustee, Paying Agent, Securities Registrar,
Authenticating Agent or such agent.

     Section 7.5 Moneys Held by Trustee. Subject to the provisions of Section
12.3, all moneys received by the Trustee shall, until used or applied as herein
provided, be held in trust for the purposes for which they were received, but
need not be segregated from other funds except to the extent required by
mandatory provisions of law. The Trustee shall have no liability for interest on
money it receives and holds in trust except as specifically provided herein.

     Section 7.6 Compensation and Indemnification of Trustee and Its Prior
Claim. The Company covenants and agrees to pay the Trustee from time to time,
and the Trustee shall be entitled to such compensation as the Company and the
Trustee may from time to time agree in writing for all services rendered by the
Trustee hereunder (which compensation shall not be limited by any provision of
law in regard to the compensation of a trustee of an express trust) and the
Company covenants and agrees to pay or reimburse the Trustee and each
predecessor trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by or on behalf of it in accordance with any of
the provisions of this Indenture (including the reasonable compensation and the
expenses and disbursements of its counsel and of all agents and other Persons
not regularly in its employ) except any such expense, disbursement or advance as
shall be attributable to its negligence or bad faith. The Company also covenants
to indemnify the Trustee and each predecessor trustee for, and hold it harmless
against, any loss, liability, damage, claims or expense, including taxes (other
than taxes measured by the income of the Trustee or otherwise applicable to the
Trustee for operations outside the scope of this Indenture) incurred without
negligence or bad faith on its part, arising out of or in connection with the
acceptance or administration of this Indenture or the trusts hereunder and the
performance of its duties hereunder, including the costs and expenses of
defending itself against or investigating any claim of liability in connection
with the exercise or performance of any of its powers or duties hereunder except
to the extent that any such loss, liability, damage, claims or expense shall be
attributable to the Trustee's negligence or bad faith. The obligations of the
Company under this Section to compensate and indemnify the Trustee and each
predecessor trustee and to pay or reimburse the Trustee and each predecessor
trustee for expenses, disbursements and advances shall constitute additional
indebtedness hereunder and shall survive the satisfaction and discharge of this
Indenture and resignation or removal of the Trustee. Such additional
indebtedness shall be a senior claim prior to that of the Securities upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the benefit of the Holders of particular Securities and the
Securities are hereby subordinated to such senior claim. If the Trustee incurs
expenses or renders services after the occurrence of an event of default
specified in clause (f) or (g) of Section


                                      -45-

6.1 of this Indenture, the expenses and compensation for the services will be
intended to constitute expenses of administration under the Federal Bankruptcy
Code or any applicable federal or state law for relief of debtors.

     Section 7.7 Right of Trustee to Rely on Officers' Certificate, etc. Subject
to Section 7.1 and Section 7.2, whenever in the administration of the trusts of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate delivered to the Trustee, and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under the
provisions of this Indenture upon the good faith thereof.

     Section 7.8 Qualification of Trustee; Conflicting Interests. The Trustee
for the Securities of any series issued hereunder shall be subject to the
provisions of Section 310(b) of the Trust Indenture Act during the period of
time provided for therein. In determining whether the Trustee has a conflicting
interest as defined in Section 310(b) of the Trust Indenture Act with respect to
the Securities of any series, there shall be excluded this Indenture with
respect to Securities of any particular series of Securities other than that
series. Nothing herein shall prevent the Trustee from filing with the Commission
the application referred to in the penultimate paragraph of Section 310(b) of
the Trust Indenture Act.

     Section 7.9 Persons Eligible for Appointment as Trustee. There shall at all
times be a Trustee hereunder for each series of Securities, which shall be at
all times either:

     (a) a corporation organized and doing business under the laws of the United
States of America or of any State or territory or the District of Columbia,
authorized under such laws to exercise corporate trust powers and subject to
supervision or examination by Federal, State, territory or District of Columbia
authority; or

     (b) a corporation or other Person organized and doing business under the
laws of a foreign government that is permitted to act as Trustee pursuant to a
rule, regulation or order of the Commission, authorized under such laws to
exercise corporate trust powers, and subject to supervision or examination by
authority of such foreign government or a political subdivision thereof
substantially equivalent to supervision or examination applicable to United
States institutional trustees, in either case having a combined capital and
surplus of at least $50,000,000. If such corporation publishes reports of
condition at least annually, pursuant to law or to requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section 7.9,
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee for the Securities of any series shall
cease to be eligible in accordance with the provisions of this Section 7.9, it
shall resign immediately in the


                                      -46-

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 7.10 Resignation and Removal; Appointment of Successor Trustee. (a)
The Trustee, or any trustee or trustees hereafter appointed, may at any time
resign by giving written notice of resignation to the Company and by mailing
notice thereof by first-class mail to Holders of the Securities at their last
addresses as they shall appear on the Security Register. Upon receiving such
notice of resignation, the Company shall promptly appoint a successor trustee or
trustees by written instrument in duplicate, executed by authority of the Board
of Directors of the Company, one copy of which instrument shall be delivered to
the resigning Trustee and one copy to the successor trustee or trustees. If no
successor trustee shall have been so appointed and have accepted appointment
within 30 days after the mailing of such notice of resignation, the resigning
Trustee may petition at the expense of the Company any court of competent
jurisdiction for the appointment of a successor trustee, or any Securityholder
who has been a bona fide Holder of a Security or Securities for at least six
months may, subject to the provisions of Section 6.12, on behalf of himself and
all others similarly situated, petition any such court for the appointment of a
successor trustee. Such court may thereupon, after such notice, if any, as it
may deem proper and prescribe, appoint a successor trustee.

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

          (i) the Trustee shall fail to comply with the provisions of Section
     310(b) of the Trust Indenture Act after written request therefor by the
     Company or by any Securityholder who has been a bona fide Holder of a
     Security or Securities for at least six months unless the Trustee's duty to
     resign is stayed in accordance with the provisions of Section 310(b) of the
     Trust Indenture Act; or

          (ii) the Trustee shall cease to be eligible in accordance with the
     provisions of Section 7.9 and shall fail to resign after written request
     therefor by the Company or by any Securityholder; or the Trustee shall
     become incapable of acting, or shall be adjudged a bankrupt or insolvent;
     or a receiver or liquidator of the Trustee or of its property shall be
     appointed, or any public officer shall take charge or control of the
     Trustee or of its property or affairs for the purpose of rehabilitation,
     conservation or liquidation; then, in any case, the Company may remove the
     Trustee and appoint a successor trustee by written instrument, in
     duplicate, executed by order of the Board of Directors of the Company, one
     copy of which instrument shall be delivered to the Trustee so removed and
     one copy to the successor trustee, or, subject to the provisions of Section
     6.12, any Securityholder who has been a bona fide Holder of a Security or
     Securities for at least six months may, on behalf of himself and all others
     similarly situated, petition any court of competent jurisdiction for the
     removal of the Trustee and the appointment of a successor trustee. Such
     court may thereupon, after such notice, if any, as it may deem proper and
     prescribe, remove the Trustee and appoint a successor trustee.


                                      -47-

     (b) The Holders of a majority in aggregate principal amount of the
Securities at the time Outstanding may at any time remove the Trustee and
appoint a successor trustee by delivering to the Trustee so removed, to the
successor trustee so appointed and to the Company the evidence provided for in
Section 8.1 of the action in that regard taken by the Securityholders.

     (c) No resignation or removal of the Trustee and no appointment of a
successor trustee pursuant to any of the provisions of this Section 7.10 shall
become effective until acceptance of appointment by the successor trustee as
provided in Section 7.11.

     Section 7.11 Acceptance of Appointment by Successor Trustee. Any successor
trustee appointed as provided in Section 7.10 shall execute, acknowledge and
deliver to the Company and to its predecessor trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become vested with all rights,
powers, duties and obligations of its predecessor hereunder, with like effect as
if originally named as trustee hereunder; but nevertheless, on the written
request of the Company or of the successor trustee, upon payment of all amounts
due to the Trustee under Section 7.6, the Trustee ceasing to act shall, subject
to Section 4.4, pay over to the successor trustee all moneys at the time held by
it hereunder and shall execute and deliver an instrument transferring to such
successor trustee all such rights, powers, duties and obligations. Upon request
of any successor trustee, the Company shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers. Any Trustee ceasing to act, shall,
nevertheless, retain a prior lien upon all property or funds held or collected
by such trustee to secure any amounts then due it pursuant to the provisions of
Section 7.6.

          No successor trustee shall accept appointment as provided in this
Section 7.11 unless at the time of such acceptance such successor trustee shall
be qualified under the provisions of Section 7.8 and eligible under the
provisions of Section 7.9.

          Upon acceptance of appointment by any successor trustee as provided in
this Section 7.11, the Company shall mail notice thereof by first-class mail to
the Holders of Securities at their last addresses as they shall appear on the
Security Register. If the acceptance of appointment is substantially
contemporaneous with the resignation, then the notice called for by the
preceding sentence may be combined with the notice called for by Section 7.10.
If the Company fails to mail such notice within 10 days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be mailed at the expense of the Company.

     Section 7.12 Merger, Conversion, Consolidation or Succession to Business of
Trustee. Any corporation in 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 substantially all of the corporate trust business of
the Trustee, shall be the successor of


                                      -48-

the trustee hereunder, provided that such corporation shall be qualified under
the provisions of Section 7.8 and eligible under the provisions of Section 7.9,
without the execution or filing of any paper or any further act (including the
giving of any notice to Securityholders) on the part of any of the parties
hereto, anything herein to the contrary notwithstanding.

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

     Section 7.13 Preferential Collection of Claims Against the Company. The
Trustee shall comply with Trust Indenture Act Section 311(a), excluding any
creditor relationship listed in Trust Indenture Act Section 311(b). A Trustee
who has resigned or has been removed shall be subject to Trust Indenture Act
Section 311(a) to the extent indicated.

     Section 7.14 Authenticating Agent.

          So long as any Securities remain Outstanding, if the Corporate Trust
Office of the Trustee is not located in the Borough of Manhattan, The City of
New York, or otherwise upon a Company Request, there shall be an authenticating
agent (the "AUTHENTICATING AGENT") appointed, for such period as the Company
shall elect, by the Trustee to act as its agent on its behalf and subject to its
direction in connection with the authentication and delivery of Securities.
Securities authenticated by such Authenticating Agent shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as
if authenticated by such Trustee. Wherever reference is made in this Indenture
to the authentication and delivery of Securities by the Trustee or to the
Trustee's Certificate of Authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a Certificate of Authentication executed on behalf of
such Trustee by such Authenticating Agent. Such Authenticating Agent shall at
all times be a corporation organized and doing business under the laws of the
United States of America or of any State or of the District of Columbia,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $50,000,000 and subject to supervision or
examination by Federal, State or District of Columbia authority. If the
Corporate Trust Office of the Trustee is not located in the Borough of
Manhattan, The City of New York, the Authenticating Agent shall have its
principal office and place of business in the Borough of Manhattan, The City of
New York.

          Any corporation into which any Authenticating Agent may be merged or
converted, or with which it may be consolidated, or any corporation resulting
from any


                                      -49-

merger, conversion or consolidation to which any Authenticating Agent shall be a
party, or any corporation succeeding to the corporate agency business of any
Authenticating Agent, shall continue to be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or such Authenticating Agent.

          Any Authenticating Agent may at any time, and if it shall cease to be
eligible shall, resign by giving written notice of resignation to the Trustee
and to the Company. The Trustee may at any time terminate the agency of any
Authenticating Agent by giving written notice of termination 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 any
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 7.14, the Trustee shall upon Company Request appoint
a successor Authenticating Agent, and the Company shall provide notice of such
appointment to all Holders of Securities in the manner and to the extent
provided in Section 13.4. Any successor Authenticating Agent upon acceptance of
its appointment hereunder shall become vested with all rights, powers, duties
and responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent herein. The Company agrees to pay or to
cause to be paid to the Authenticating Agent from time to time reasonable
compensation for its services. The Authenticating Agent shall have no
responsibility or liability for any action taken by it as such in good faith at
the direction of the Trustee.

                                    ARTICLE 8
                      CONCERNING THE HOLDERS OF SECURITIES

     Section 8.1 Action by Holders. Whenever in this Indenture it is provided
that the Holders of a specified percentage in aggregate principal amount of the
Securities of any series may take any action (including the making of any demand
or request, the giving of any notice, consent or waiver or the taking of any
other action) the fact that at the time of taking any such action the Holders of
such specified percentage have joined therein may be evidenced (a) by any
instrument or any number of instruments of similar tenor executed by Holders in
Person or by agent or proxy appointed in writing, or (b) by the record of
Holders voting in favor thereof at any meeting of such Holders duly called and
held in accordance with the provisions of ARTICLE 9, or (c) by a combination of
such instrument or instruments and any such record of such a meeting of Holders.
The Company may (but shall not be required to) set a record date for purposes of
determining the identity of Securityholders entitled to vote or consent to any
action by vote or consent authorized or permitted under this Indenture, which
record date shall be the later of 10 days prior to the first solicitation of
such consent or the date of the most recent list of Holders furnished to the
Trustee pursuant to Section 5.1 of this Indenture prior to such solicitation. If
a record date is fixed, those Persons who were Securityholders at such record
date (or their duly designated proxies), and only those Persons, shall be
entitled to take such action by vote or consent or to revoke any vote or consent
previously given, whether or not such Persons continue to be Holders after such
record date.

     Section 8.2 Proof of Execution of Instruments by Holders of Securities.
Subject to Section 7.1, Section 7.2 and Section 9.5, the execution of any
instrument by a


                                      -50-

Holder of a Security or his agent or proxy may be proved in any reasonable
manner that the Trustee deems sufficient, including, without limitation, in the
following manner:

          The fact and date of the execution by any such Person of any
instrument may be proved by the certificate of any notary public or other
officer authorized to take acknowledgments of deeds, that the Person executing
such instrument acknowledged to him the execution thereof, or by an affidavit or
written statement of a witness to such execution. Where such execution is by an
officer of a corporation or association or a member of a partnership on behalf
of such corporation, association or partnership, as the case may be, or by any
other Person acting in a representative capacity, such certificate, affidavit or
written statement shall also constitute sufficient proof of his authority.

          The ownership of Securities shall be proved by the Securities Register
or by a certificate of the Securities Registrar.

          The record of any Holders' meeting shall be proved in the manner
provided in Section 9.6.

     Section 8.3 Holders to be Treated as Owners. The Company, the Trustee and
any agent of the Company or the Trustee may deem and treat the Person in whose
name any Security shall be registered upon the Security Register as the absolute
owner of such Security (notwithstanding any notation of ownership or other
writing thereon) for the purpose of receiving payment of principal of, and
premium, if any, and (subject to Section 3.6 and Section 3.8) interest, if any,
on, such Security, and for all other purposes whatsoever, whether or not such
Security be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary. All such
payments so made to any Holder for the time being, shall be valid, and, to the
extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for moneys payable upon such Security.

          None of the Company, the Trustee or any agent of the Company or the
Trustee shall have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interest of a
Global Security, or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interest. Notwithstanding the foregoing,
with respect to any Global Security, nothing herein shall prevent the Company or
the Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by any Depository
(or its nominee), as a Holder, with respect to such Global Security or impair,
as between such Depository and owners of beneficial interests in such Global
Security, the operation of customary practices governing the exercise of the
right of such Depository (or its nominee) as holder of such Global Security.

     Section 8.4 Securities Owned by Company Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate principal amount of
Securities of any or all series have concurred in any direction, consent or
waiver under this Indenture, Securities which are owned by the Company or any
other obligor on the Securities with respect to which such determination is
being made or by any Person


                                      -51-

directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company or any other obligor on the Securities with
respect to which such determination is being made shall be disregarded and
deemed not to be Outstanding for the purpose of any such determination, except
that for the purpose of determining whether the Trustee shall be protected in
relying on any such direction, consent or waiver only Securities which the
Trustee knows are so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company or any other obligor on the Securities. In case of a dispute as to such
right, the advice of counsel shall be full protection in respect of any decision
made by the Trustee in accordance with such advice. Upon request of the Trustee,
the 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 any of the above-described Persons; and,
subject to Section 7.1 and Section 7.2, 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.

     Section 8.5 Right of Revocation of Action Taken. At any time prior to (but
not after) the evidencing to the Trustee, as provided in Section 8.1, of the
taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities of any or all series, as the case may be, specified in
this Indenture in connection with such action, any Holder of a Security, the
number, letter or other distinguishing symbol of which is shown by the evidence
to be included in the Securities the Holders of which have consented to such
action, may, by filing written notice at the Corporate Trust Office and upon
proof of holding as provided in this Article, revoke such action so far as
concerns such Security. Except as aforesaid, any such action taken by the Holder
of any Security shall be conclusive and binding upon such Holder and upon all
future Holders and owners of such Security and of any Securities issued in
exchange or substitution therefor, irrespective of whether or not any notation
in regard thereto is made upon any such Security or such other Security. Any
action taken by the Holders of the percentage in aggregate principal amount of
the Securities of any or all series, as the case may be, specified in this
Indenture in connection with such action shall be conclusively binding upon the
Company, the Trustee and the Holders of all the Securities affected by such
action.

                                    ARTICLE 9
                                HOLDERS' MEETINGS

     Section 9.1 Purposes of Meetings. A meeting of Holders of Securities of any
or all series may be called at any time and from time to time pursuant to the
provisions of this Article for any of the following purposes:


                                      -52-

     (a) to give any notice to the Company or to the Trustee for the Securities
of such series, or to give any directions to the Trustee, or to consent to the
waiving of any default hereunder and its consequences, or to take any other
action authorized to be taken by Holders pursuant to any of the provisions of
ARTICLE 6;

     (b) to remove the Trustee and nominate a successor Trustee pursuant to the
provisions of ARTICLE 7;

     (c) to consent to the execution of an indenture or indentures supplemental
hereto pursuant to the provisions of Section 10.2; or

     (d) to take any other action authorized to be taken by or on behalf of the
Holders of any specified aggregate principal amount of the Securities of any one
or more or all series, as the case may be, under any other provision of this
Indenture or under applicable law.

     Section 9.2 Call of Meetings by Trustee. The Trustee may at any time call a
meeting of Holders of Securities to take any action specified in Section 9.1, to
be held at such time and at such place in the Borough of Manhattan, The City of
New York, or such other Place of Payment, as the Trustee shall determine. Notice
of every meeting of the Holders of Securities, setting forth the time and the
place of such meeting, and in general terms the action proposed to be taken at
such meeting, shall be given to Holders of Securities of the particular series
in the manner and to the extent provided in Section 13.4. Such notice shall be
given not less than 20 nor more than 90 days prior to the date fixed for the
meeting.

     Section 9.3 Call of Meetings by Company or Holders. In case at any time the
Company, pursuant to a resolution of its Board of Directors, or the Holders of
at least 10% in aggregate principal amount of the Outstanding Securities of any
or all series, as the case may be, shall have requested the Trustee to call a
meeting of Holders of Securities of any or all series, as the case may be, by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee for such series shall not have given the
notice of such meeting within 20 days after receipt of such request, then the
Company or such Holders may determine the time and the place in the Borough of
Manhattan or other Place of Payment for such meeting and may call such meeting
to take any action authorized in Section 9.1, by giving notice thereof as
provided in Section 9.2.

     Section 9.4 Qualifications for Voting. To be entitled to vote at any
meeting of Holders a Person shall be (a) a Holder of one or more outstanding
Securities with respect to which such meeting is being held or (b) a Person
appointed by an instrument in writing as proxy by such Holder. The only Persons
who shall be entitled to be present or to speak at any meeting of Holders shall
be the Persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.


                                      -53-

     Section 9.5 Regulations. Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Holders of the Securities in regard to proof of the
holding of Securities and of the appointment of proxies, and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, the one certificates and other evidence of the right to vote, and such
other matters concerning the conduct of the meeting as it shall think fit.

          The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Securities as provided in Section 9.3, in which case
the Company or the Holders calling the meeting, as the case may be, shall in
like manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by majority vote of the meeting.

          Subject to Section 8.4, at any meeting each Holder of Securities with
respect to which such meeting is being held or proxy therefor shall be entitled
to one vote for each $1,000 principal amount (in the case of Original Issue
Discount Securities, such principal amount to be determined as provided in the
definition of "OUTSTANDING") of Securities held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in respect of any
such Security challenged as not Outstanding and ruled by the chairman of the
meeting to be not Outstanding. The chairman of the meeting shall have no right
to vote other than by virtue of Securities held by him or instruments in writing
aforesaid duly designating him as the Person to vote on behalf of other Holders.
At any meeting of Holders, the presence of Persons holding or representing
Securities with respect to which such meeting is being held in an aggregate
principal amount sufficient to take action on the business for the transaction
of which such meeting was called shall constitute a quorum, but, if less than a
quorum is present, the Persons holding or representing a majority in aggregate
principal amount of such Securities represented at the meeting may adjourn such
meeting with the same effect, for all intents and purposes, as though a quorum
had been present. Any meeting of Holders of Securities with respect to which a
meeting was duly called pursuant to the provisions of Section 9.2 or Section 9.3
may be adjourned from time to time by Persons holding or representing a majority
in aggregate principal amount of such Securities represented at the meeting,
present, whether or not constituting a quorum, and the meeting may be held as so
adjourned without further notice.

     Section 9.6 Voting. The vote upon any resolution submitted to any meeting
of Holders of Securities with respect to which such meeting is being held shall
be by written ballots on which shall be subscribed the signatures of such
Holders or of their representatives by proxy and the serial number or numbers of
the Securities held or represented by them. The permanent chairman of the
meeting shall appoint two inspectors of votes who shall count all votes cast at
the meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting. A record in duplicate of the proceedings of each
meeting of holders shall be prepared by the secretary of the meeting and there
shall be attached to said record the original reports of the inspectors of votes
on


                                      -54-

any vote by ballot taken thereat and affidavits by one or more Persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was mailed as provided in Section 9.2. The record shall
show the serial numbers of the Securities voting in favor of or against any
resolution. The record shall be signed and verified by the affidavits of the
permanent chairman and secretary of the meeting and one of the duplicates shall
be delivered to the Company and the other to the Trustee to be preserved by the
Trustee.

          Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

     Section 9.7 No Delay of Rights by Reason of Meeting. Nothing in this
Article contained shall be deemed or construed to authorize or permit, by reason
of any call of a meeting of Holders or any rights expressly or impliedly
conferred hereunder to make such call, any hindrance or delay in the exercise of
any right or rights conferred upon or reserved to the Trustee or to the Holders
under any of the provisions of this Indenture or of the Securities of any
series.

                                   ARTICLE 10
                             SUPPLEMENTAL INDENTURES

     Section 10.1 Supplemental Indentures Without Consent of Securityholders.
Without the consent of any Holders of Securities, the Company, when authorized
by a resolution of its Board of Directors, and the Trustee may from time to time
and at any time enter into an indenture or indentures supplemental hereto (which
shall conform to the provisions of the Trust Indenture Act as in force at the
date of the execution thereof) for one or more of the following purposes:

     (a) to convey, transfer, assign, mortgage or pledge to the Trustee as
security for the Securities any property or assets;

     (b) to evidence the succession of another Person to the Company, or
successive successions, and the assumption by the successor Person of the
covenants, agreements and obligations of the Company under this Indenture and
the Securities, in each case in compliance with the Indenture;

     (c) to add to the covenants of the Company such further covenants,
restrictions, conditions or provisions as its Board of Directors shall consider
to be for the protection of the Holders of any series of Securities or Tranche
thereof, or to surrender any right or power herein conferred upon the Company
and to make the occurrence and continuance of a default in any such additional
covenants, restrictions, conditions or provisions an Event of Default permitting
the enforcement of all or any of the several remedies provided in this Indenture
as herein set forth; provided that in respect of any such additional covenant,
restriction, condition or provision such supplemental indenture may provide for
a particular period of grace after default (which period may be shorter or
longer than that allowed in the case of other defaults) or may provide for an
immediate enforcement upon such an Event of Default or may limit the remedies
available to the


                                      -55-

Trustee upon such an Event of Default or may limit the right of the Holders of a
majority in aggregate principal amount of the Securities of such series to waive
such an Event of Default;

     (d) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture; or to make such other provisions in regard to matters or questions
arising under this Indenture or under any supplemental indenture as the Board of
Directors of the Company may deem necessary or desirable and which shall not
materially adversely affect the interests of the Holders of any Securities;

     (e) to establish the form or terms of Securities of any series as permitted
by Section 3.1;

     (f) to provide for the issuance under this Indenture of Securities in
coupon form (including Securities registrable as to principal only), to provide
for interchangeability thereof with Securities in registered form of the same
series and to make all appropriate changes for such purpose, or to permit or
facilitate the issuance of Securities of any series in uncertificated form
provided any such action shall not adversely affect the interests of the Holders
of Outstanding Securities of any series in any material respect;

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

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

     (i) to supplement any of the provisions of this Indenture to such extent as
shall be necessary to permit or facilitate the defeasance and discharge of any
series of Securities pursuant to ARTICLE 12, provided that any such action shall
not adversely affect the interests of any Holder of an Outstanding Security of
such series or any other Outstanding Security in any material respect;

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

     (k) to provide for the issuance under this Indenture of Securities
denominated or payable in currency other than Dollars and to make all
appropriate changes for such purpose;

     (l) to evidence and provide for the acceptance of appointment hereunder by
a successor trustee with respect to the Securities, pursuant to Section 7.11, or
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;


                                      -56-

     (m) to modify any restrictions on and procedures for resales of Securities
of any series that is not registered pursuant to the Securities Act to reflect
any change in applicable law or regulation (or the interpretation thereof) or in
practices relating to the resale or transfer of restricted securities generally
and to modify any legends placed on such Securities to reflect such restrictions
and procedures;

     (n) to add to or change or eliminate any provision of this Indenture as
shall be necessary or desirable to conform to provisions of the Trust Indenture
Act as at the time in effect, provided that such action shall not materially
adversely affect the interests of the Holders of the Securities of any series;
and

     (o) otherwise to amend or supplement any of the provisions of this
Indenture or in any supplemental indenture; provided, however, that no such
amendment or supplement shall materially adversely affect the interests of the
Holders of any Securities then Outstanding.

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

          Any supplemental indenture authorized by the provisions of this
Section may be executed without the consent of the Holders of any of the
Securities at the time Outstanding, notwithstanding any of the provisions of
Section 10.2.

     Section 10.2 Supplemental Indentures With Consent of Securityholders. With
the consent (evidenced as provided in Article 8) of the Holders of not less than
a majority in aggregate principal amount of the Securities at the time
Outstanding of all series affected by such supplemental indenture (voting as one
class), the Company, when authorized by a resolution of its Board of Directors,
and the Trustee may, from time to time and at any time, enter into an indenture
or indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as in force at the date of execution thereof) for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Securities of each such
series; provided that no such supplemental indenture shall (a) change the Stated
Maturity of the principal of, or any premium or installment of interest on or
any Additional Amounts with respect to, any Security of such series, or reduce
the principal amount thereof (or modify the calculation of such principal
amount) or rate of interest thereon or any Additional Amounts with respect
thereto (or modify the calculation of such rate), or any premium payable on
redemption thereof or otherwise, or reduce the amount of the principal of an
Original Issue Discount Security that would be due and payable upon an
acceleration with respect thereto pursuant to Section 6.1 or the amount thereof
provable in bankruptcy pursuant to Section 6.2, or change the obligation of the
Company to pay Additional Amounts pursuant to Section 4.4 (except as
contemplated by Section 11.1 and


                                      -57-

permitted by Section 10.1), or change the redemption provisions, or change the
Place of Payment, currency in which the principal of, any premium or interest
on, or any Additional Amounts with respect to any security is payable, or impair
or adversely affect the right of any Securityholder to institute suit for the
payment thereof or, if the Securities provide therefor, any right of repayment
at the option of the Securityholder, without the consent of the Holder of each
Security of such series so affected; or (b) reduce the aforesaid percentage of
the principal amount of Securities Outstanding of such series, the consent of
the Holders of which is required for any such supplemental indenture or any
waiver of any obligations of the Company under this Indenture, without the
consent of the Holders of each Security of such series so affected, or reduce
the requirements for quorum on voting; or (c) modify any of the provisions this
Section or Section 6.10 except to increase any such percentage or to provide
that certain other provisions of this Indenture cannot be modified without the
consent of the Holder of each Outstanding Security thereby.

          Upon the request of the Company, accompanied by a Board Resolution
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Securityholders as
aforesaid and other documents, if any, required by Section 8.1, the Trustee
shall join with the Company in the execution of such supplemental indenture
unless such supplemental indenture affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion, but shall not be obligated to, enter into such supplemental
indenture.

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

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

     Section 10.3 Notice of Supplemental Indenture. Promptly after the execution
by the Company and the Trustee of any supplemental indenture pursuant to the
provisions of Section 10.2, the Company shall mail a notice thereof by
first-class mail to the Holders of Securities of each series affected thereby at
their addresses as they shall appear on the Security Register, setting forth in
general terms the substance of such supplemental indenture. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.

     Section 10.4 Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions of this Article, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith, but only with


                                      -58-

regard to the Securities of each series affected by such supplemental indenture,
and the respective rights, limitations of rights, obligations, duties and
immunities under this Indenture of the Trustee, the Company and the Holders of
any Securities of such series affected thereby shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes with regard to the Securities of such series.

     Section 10.5 Documents To Be Given to Trustee. The Trustee, subject to the
provisions of Section 7.1 and Section 7.2, shall be provided with, in addition
to the documents required by Section 13.6, an Officers' Certificate and an
Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant to this Article complies with the applicable provisions of
this Indenture and is authorized or permitted by this Indenture.

     Section 10.6 Notation on Securities in Respect of Supplemental Indentures.
Securities of any series affected by any supplemental indenture which are
authenticated and delivered after the execution of such supplemental indenture
pursuant to the provisions of this Article may bear a notation in form approved
by the Company and 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
modification of this Indenture contained in any such supplemental indenture may
be prepared by the Company, authenticated by the Trustee and delivered in
exchange for the Securities of such series then Outstanding.

     Section 10.7 Subordination Unimpaired. This Indenture may not be amended to
alter the subordination of any of the Outstanding Securities without the written
consent of each holder of Senior Indebtedness then outstanding that would be
adversely affected thereby.

                                   ARTICLE 11
                   CONSOLIDATION, AMALGAMATION, MERGER OR SALE

     Section 11.1 Company May Consolidate, Etc., Only on Certain Terms. The
Company shall not consolidate or amalgamate with or merge into any other Person
(whether or not affiliated with the Company), or convey, transfer or lease its
properties and assets as an entirety or substantially as an entirety to any
other Person (whether or not affiliated with the Company), and the Company shall
not permit any other Person (whether or not affiliated with the Company) to
consolidate or amalgamate with or merge into the Company, unless:

     (a) in case the Company shall consolidate or amalgamate with or merge into
another Person or convey, transfer or lease its properties and assets as an
entirety or substantially as an entirety to any Person, the Person formed by
such consolidation or amalgamation or into which the Company is merged or the
Person which acquires by conveyance or transfer, or which leases, the properties
and assets of the Company as an


                                      -59-

entirety or substantially as an entirety shall be a Corporation or limited
liability company organized and existing under the laws of the United States of
America, any state thereof or the District of Columbia, Bermuda, or any other
country (including under the laws of any state, province or other political
subdivision thereof) which is on the date of this Indenture a member of the
Organization for Economic Cooperation and Development, and shall expressly
assume, by an indenture (or indentures, if at such time there is more than one
Trustee) supplemental hereto, executed by the successor Person and delivered to
the Trustee the due and punctual payment of the principal of, any premium and
interest on and any Additional Amounts with respect to all the Securities and
the performance of every obligation in this Indenture and the Outstanding
Securities on the part of the Company to be performed or observed and shall
provide for conversion or exchange rights in accordance with the provisions of
the Securities of any series that are convertible or exchangeable into Common
Stock or other securities; and

     (b) immediately after giving effect to such transaction and treating any
indebtedness which becomes an obligation of the Company or a Designated
Subsidiary as a result of such transaction as having been incurred by the
Company or a Designated Subsidiary at the time of such transaction, no Event of
Default or event which, after notice or lapse of time, or both, would become an
Event of Default, shall have occurred and be continuing.

     Section 11.2 Opinion of Counsel. Either the Company or the successor Person
shall deliver to the Trustee prior to the proposed transaction(s) covered by
Section 11.1 an Officers' Certificate and an Opinion of Counsel stating that the
transaction(s) and such supplemental indenture are authorized and permitted by
this Indenture and that all conditions precedent to the consummation of the
transaction(s) under this Indenture have been met.

     Section 11.3 Successor Person Substituted. Upon any consolidation or
amalgamation by the Company with or merger of the Company into any other Person
or any lease, sale, assignment, or transfer of all or substantially all of the
property and assets of the Company in accordance with Section 11.1, the
successor Person formed by such consolidation or amalgamation or into which the
Company is merged or the successor Person or affiliated group of Persons to
which such lease, sale, assignment, or transfer 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 or Persons had
been named as the Company herein, and thereafter, except in the case of a lease,
the predecessor Person or Persons shall be relieved of all obligations and
covenants under this Indenture and the Securities and in the event of such
conveyance or transfer, except in the case of a lease, any such predecessor
Person may be dissolved and liquidated.


                                      -60-

                                   ARTICLE 12
                    SATISFACTION AND DISCHARGE OF INDENTURE,
                                UNCLAIMED MONEYS

     Section 12.1 Satisfaction and Discharge of Securities of Any Series. The
Company shall be deemed to have satisfied and discharged this Indenture with
respect to the entire indebtedness on all the Outstanding Securities of any
particular series, and the Trustee, at the expense of the Company and upon
Company Request, shall execute proper instruments acknowledging such
satisfaction and discharge, when

     (a) either:

          (i) all Outstanding Securities of such series theretofore
     authenticated and delivered (other than (i) any Securities of such series
     which have been destroyed, lost or stolen and which have been replaced or
     paid as provided in Section 3.7 and (ii) Outstanding Securities of such
     series for whose payment money has theretofore been deposited in trust or
     segregated and held in trust by the Company and thereafter repaid to the
     Company or discharged from such trust, as provided in Section 12.3) have
     been delivered to the Trustee for cancellation; or

          (ii) all Outstanding Securities of such series described in sub-clause
     (i) above (other than the Securities referred to in the parenthetical
     phrase thereof) not theretofore delivered to the Trustee for cancellation:

               (x) have become due and payable;

               (y) will become due and payable at their Stated Maturity within
          one year; or

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

               (A) the Company has irrevocably deposited or caused to be
          irrevocably deposited with the Trustee as trust funds in trust an
          amount (except as otherwise specified pursuant to Section 3.1 for the
          Securities of such series) sufficient to pay and discharge the entire
          indebtedness on all such Outstanding Securities of such series, not
          therefore delivered to the Trustee for cancellation, including the
          principal of, any premium and interest on, and any Additional Amounts
          with respect to such Securities (based upon applicable law as in
          effect on the date of such deposit), to the date of such deposit (in
          the case of Securities which have become due and payable) or to the
          Maturity thereof, as the case may be;


                                      -61-

               (B) the Company has irrevocably deposited or caused to be
          irrevocably deposited with the Trustee as obligations in trust such
          amount of Government Obligations as will, in a written opinion of
          independent public accountants delivered to the Trustee, together with
          the predetermined and certain income to accrue thereon (without
          consideration of any reinvestment thereof), be sufficient to pay and
          discharge when due the entire indebtedness on all such Outstanding
          Securities of such series for unpaid principal (and premium, if any),
          interest on, and any Additional Amounts to the date of such deposit
          (in the case of Securities which have become due and payable) or
          Maturity thereof, as the case may be;

     (b) the Company has paid or caused to be paid all other sums payable with
respect to the outstanding Securities of such series including all fees due to
the Trustee under Section 7.6;

     (c) the Company has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel, each stating that all conditions precedent herein
provided for relating to the due satisfaction and discharge of this Indenture
with respect to the entire indebtedness on all Outstanding Securities of any
such series have been complied with; and

     (d) if the Securities of such series are not to become due and payable at
their Stated Maturity within one year of the date of such deposit or are not to
be called for redemption within one year of the date of such deposit under
arrangements satisfactory to the Trustee as of the date of such deposit, then
the Company shall have given, not later than the date of such deposit, notice of
such deposit to the Holders of the Securities of such series.

          Upon the satisfaction of the conditions set forth in this Section 12.1
with respect to all the Outstanding Securities of any series, the terms and
conditions with respect thereto set forth in this Indenture shall no longer be
binding upon, or applicable to, the Company; provided, however, that the Company
shall not be discharged from (a) any obligations under Section 7.6 and Section
7.10 and (b) any obligations under Section 3.6, Section 3.7, Section 5.1 and
Section 12.3 and (c) any obligations under Section 4.4, with respect to the
payment of any Additional Amounts, if any, (but only to the extent that the
Additional Amounts payable with respect to any Outstanding Securities of such
series exceed the amount deposited in respect of such Additional Amounts
pursuant to Section 12.1(a)(ii)); and provided, further, that in the event a
petition for relief under the Federal Bankruptcy Code or a successor statute is
filed with respect to the Company within 91 days after the deposit, this
Indenture with respect to the entire indebtedness on all Securities of such
series shall not be discharged, and in such event the Trustee shall return such
deposited funds or obligations as it is then holding to the Company upon Company
Request.

     Section 12.2 Defeasance and Covenant Defeasance. (a) Unless pursuant to
Section 3.1, either or both of (i) defeasance of the Securities of or within a
series under


                                      -62-

clause (b) of this Section 12.2 shall not be applicable with respect to the
Securities of such series or (ii) covenant defeasance of the Securities of or
within a series under clause (c) of this Section 12.2 shall not be applicable
with respect to the Securities of such series, then such provisions, together
with the other provisions of this Section 12.2 (with such modifications thereto
as may be specified pursuant to Section 3.1 with respect to any Securities),
shall be applicable to such Securities and the Company may at its option by
Board Resolution, at any time, with respect to such Securities, elect to have
Section 12.2(b) or Section 12.2(c) be applied to such Outstanding Securities
upon compliance with the conditions set forth below in this Section 12.2.

     (a) Upon the Company's exercise of the above option applicable to this
Section 12.2(b) with respect to any Securities of or within a series, the
Company shall be deemed to have been discharged from its obligations with
respect to such Outstanding Securities on the date the conditions set forth in
clause (d) of this Section 12.2 are satisfied (hereinafter, "DEFEASANCE"). For
this purpose, such defeasance means that the Company shall be deemed to have
paid and discharged the entire Indebtedness represented by such Outstanding
Securities which shall thereafter be deemed to be "Outstanding" only for the
purposes of clause (c) of this Section 12.2 and the other Sections of this
Indenture referred to in clauses (i) and (ii) below, and to have satisfied all
of its other obligations under such Securities and this Indenture insofar as
such Securities are concerned (and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the
following which shall survive until otherwise terminated or discharged
hereunder: (i) the rights of Holders of such Outstanding Securities, solely from
the trust fund described in clause (d) of this Section 12.2 and as more fully
set forth in such clause, payments in respect of the principal of (and premium,
if any) and interest, if any, on, and Additional Amounts, if any, with respect
to, such Securities when such payments are due, and any rights of such Holder to
convert such Securities into Common Stock of the Company or exchange such
Securities for other securities; (ii) the obligations of the Company and the
Trustee with respect to such Securities under Sections 3.6, 3.7, 4.2, 4.3 and
12.3 and with respect to the payment of Additional Amounts, if any, on such
Securities as contemplated by Section 4.4 (but only to the extent that the
Additional Amounts payable with respect to such Securities exceed the amount
deposited in respect of such Additional Amounts pursuant to Section 12.2(d)(1)
below), and with respect to any rights to convert such Securities into Common
Stock of the Company or exchange such Securities for other securities; (iii) the
rights, powers, trusts, duties and immunities of the Trustee hereunder
including, without limitation, the compensation, reimbursement and indemnities
provided in Section 7.6 herein; and (iv) this Section 12.2. The Company may
exercise its option under this Section 12.2(b) notwithstanding the prior
exercise of its option under clause (c) of this Section 12.2 with respect to
such Securities.

     (b) Upon the Company's exercise of the option to have this Section 12.2(c)
apply with respect to any Securities of or within a series, the Company shall be
released from its obligations in respect of any other covenant applicable to
such Securities, with respect to such Outstanding Securities on and after the
date the conditions set forth in clause (d) of this Section 12.2 are satisfied
(hereinafter, "COVENANT DEFEASANCE"), and such Securities shall thereafter be
deemed to be not "Outstanding" for the purposes of


                                      -63-

any direction, waiver, consent or declaration or Act of Holders (and the
consequences of any thereof) in connection with any such covenant or obligation,
but shall continue to be deemed "Outstanding" for all other purposes hereunder.
For this purpose, such covenant defeasance means that, with respect to such
Outstanding Securities, the Company may omit to comply with, and shall have no
liability in respect of, any term, condition or limitation set forth in any such
Section or such other covenant or obligation, whether directly or indirectly, by
reason of any reference elsewhere herein to any such Section or such other
covenant or obligation or by reason of reference in any such Section or such
other covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a default or an Event of Default under
Section 6.1 but, except as specified above, the remainder of this Indenture and
such Securities shall be unaffected thereby.

     (c) The following shall be the conditions to application of clause (b) or
(c) of this Section 12.2 to any Outstanding Securities of or within a series:

          (i) The Company shall irrevocably have deposited or caused to be
     deposited with the Trustee (or another trustee satisfying the requirements
     of Section 7.8 who shall agree to comply with the provisions of this
     Section 12.2 applicable to it) as trust funds in trust for the purpose of
     making the following payments, specifically pledged as security for, and
     dedicated solely to, the benefit of the Holders of such Securities, (1) an
     amount in Dollars or in such Foreign Currency in which such Securities are
     then specified as payable at Stated Maturity, or (2) Government Obligations
     applicable to such Securities (determined on the basis of the Currency in
     which such Securities are then specified as payable at Stated Maturity)
     which through the scheduled payment of principal and interest in respect
     thereof in accordance with their terms will provide, not later than one day
     before the due date of any payment with respect to such Securities, money
     in an amount, or (3) a combination thereof, in any case, in an amount,
     sufficient, without consideration of any reinvestment of such principal and
     interest, in the opinion of a nationally recognized firm of independent
     public accountants expressed in a written certification thereof delivered
     to the Trustee, to pay and discharge, and which shall be applied by the
     Trustee (or other qualifying trustee) to pay and discharge, (y) the
     principal of (and premium, if any) and interest, if any, on, and any
     Additional Amounts with respect to such Securities (based upon applicable
     law as in effect on the date of such deposit), such Outstanding Securities
     at the Stated Maturity or Redemption Date of such principal or installment
     of principal or premium or interest and (z) any mandatory sinking fund
     payments or analogous payments applicable to such Outstanding Securities on
     the days on which such payments are due and payable in accordance with the
     terms of this Indenture and of such Securities and, if applicable, shall
     have made irrevocable arrangements satisfactory to the Trustee for the
     redemption of any Securities to be redeemed at the option of the Company in
     connection with such deposit.

          (ii) No Event of Default or event which with notice or lapse of time
     or both would become an Event of Default with respect to such Securities
     shall have


                                      -64-

     occurred and be continuing on the date of such deposit (after giving effect
     thereto) and, with respect to defeasance only, no event described in
     Section 6.1(f) or (g) at any time during the period ending on the 91st day
     after the date of such deposit (it being understood that this condition
     shall not be deemed satisfied until the expiration of such period).

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

          (iv) In the case of an election under clause (b) of this Section 12.2
     for which the Place of Payment is within the United States, the Company
     shall have delivered to the Trustee an Opinion of Counsel stating that (i)
     the Company has received from the Internal Revenue Service a letter ruling,
     or there has been published by the Internal Revenue Service a Revenue
     Ruling, or (ii) since the date of execution of this Indenture, there has
     been a change in the applicable Federal income tax law, in either case to
     the effect that, and based thereon such opinion shall confirm that, the
     Holders of such Outstanding Securities will not recognize income, gain or
     loss for Federal income tax purposes as a result of such defeasance and
     will be subject to Federal income tax on the same amounts, in the same
     manner and at the same times as would have been the case if such defeasance
     had not occurred.

          (v) In the case of an election under clause (c) of this Section 12.2
     with respect to Requested Securities and for which the Place of Payment is
     within the United States, the Company shall have delivered to the Trustee
     an Opinion of Counsel to the effect that the Holders of such Outstanding
     Securities will not recognize income, gain or loss for Federal income tax
     purposes as a result of such covenant defeasance and will be subject to
     Federal income tax on the same amounts, in the same manner and at the same
     times as would have been the case if such covenant defeasance had not
     occurred.

          (vi) With respect to defeasance only, the Company shall have delivered
     to the Trustee an Opinion of Counsel to the effect that, after the 91st day
     after the date of deposit, all money and Government Obligations (or other
     property as may be provided pursuant to Section 3.1) (including the
     proceeds thereof) deposited or caused to be deposited with the Trustee (or
     other qualifying trustee) pursuant to this clause (d) to be held in trust
     will not be subject to recapture or avoidance as a preference in any case
     or proceeding (whether voluntary or involuntary) in respect of the Company
     under any Federal or State bankruptcy, insolvency, reorganization or other
     similar law, or any decree or order for relief in respect of the Company
     issued in connection therewith (for which purpose such Opinion of Counsel
     may assume that no Holder is an "INSIDER").


                                      -65-

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

          (viii) The Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent to the defeasance or covenant defeasance under clause (b) or (c)
     of this Section 12.2 (as the case may be) have been complied with.

          (ix) Notwithstanding any other provisions of this Section 12.2(d),
     such defeasance or covenant defeasance shall be effected in compliance with
     any additional or substitute terms, conditions or limitations which may be
     imposed on the Company in connection therewith pursuant to Section 3.1.

     (d) Unless otherwise specified in or pursuant to this Indenture, if, after
a deposit referred to in Section 12.2(d)(i) has been made,

          (i) the Holder of a Security in respect of which such deposit was made
     is entitled to, and does, elect pursuant to Section 3.1 or the terms of
     such Security to receive payment in a Currency other than that in which the
     deposit pursuant to Section 12.2(d)(i) has been made in respect of such
     Security, or

          (ii) a Conversion Event occurs in respect of the Foreign Currency in
     which the deposit pursuant to Section 12.2(d)(i) has been made, the
     indebtedness represented by such Security shall be deemed to have been, and
     will be, fully discharged and satisfied through the payment of the
     principal of (and premium, if any), and interest, if any, on, and
     Additional Amounts, if any, with respect to, such Security as the same
     becomes due out of the proceeds yielded by converting (from time to time as
     specified below in the case of any such election) the amount or other
     property deposited in respect of such Security into the Currency in which
     such Security becomes payable as a result of such election or Conversion
     Event based on (x) in the case of payments made pursuant to clause (i)
     above, the applicable market exchange rate for such Currency in effect on
     the second Business Day prior to each payment date, or (y) with respect to
     a Conversion Event, the applicable market exchange rate for such Foreign
     Currency in effect (as nearly as feasible) at the time of the Conversion
     Event.

          The Company shall pay and indemnify the Trustee (or other qualifying
trustee, collectively for purposes of this Section 12.2(d) and Section 12.3, the
"TRUSTEE") against any tax, fee or other charge, imposed on or assessed against
the Government Obligations deposited pursuant to this Section 12.2 or the
principal or interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of such
Outstanding Securities.

          Anything in this Section 12.2 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or Government Obligations (or other property and any proceeds
therefrom) held


                                      -66-

by it as provided in clause (d) of this Section 12.2 which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect a
defeasance or covenant defeasance, as applicable, in accordance with this
Section 12.2.

     Section 12.3 Application of Trust Money. All money and obligations
deposited with the Trustee pursuant to Section 12.1 or 12.2 shall be held
irrevocably in trust and shall be made under the terms of an escrow trust
agreement in form and substance satisfactory to the Company and the Trustee.
Such money and obligations shall be applied by the Trustee, in accordance with
the provisions of the Securities, this Indenture and such escrow trust
agreement, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal of (and premium, if
any) and interest, if any, on the Securities for the payment of which such money
and obligations have been deposited with the Trustee. If Securities of any
series are to be redeemed prior to their Stated Maturity, whether pursuant to
any optional redemption provisions or in accordance with any mandatory or
optional sinking fund requirement, the Company shall give the required notice of
redemption or shall make such arrangements as are satisfactory to the Trustee
for the giving of notice of redemption by the Trustee in the name, and at the
expense, of the Company.

     Section 12.4 Repayment of Moneys Held by Paying Agent. In connection with
the satisfaction and discharge of this Indenture with respect to Securities of
any series, all moneys with respect to such series then held by any Paying Agent
(and not required for such satisfaction and discharge) shall, upon demand of the
Company, be repaid to it or paid to the Trustee and thereupon such Paying Agent
shall be released from all further liability with respect to such moneys.

     Section 12.5 Return of Unclaimed Moneys Held by Trustee and Paying Agent.
Any moneys deposited with or paid to the Trustee or any Paying Agent for the
payment of the principal of, or premium, if any, or interest, if any, on,
Securities of any series and which shall not be applied but shall remain
unclaimed by the Holders of Securities of such series for two years after the
date upon which such payment shall have become due and payable, shall be repaid
to the Company by the Trustee on demand; and the Holder of any of such
Securities entitled to receive such payment shall thereafter look only to the
Company for the payment thereof; provided, however, that the Company or the
Trustee, before making any such repayment, shall at the expense of the Company
cause to be published once a week for two successive weeks (in each case on any
day of the week) in an Authorized Newspaper, or mail to each Holder, or both, a
notice that said moneys have not been so applied and that after a date named
therein any unclaimed balance of said moneys then remaining will be returned to
the Company.

          If the Trustee or Paying Agent is unable to apply any money in
accordance with Section 12.3 by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the
Securities shall be revived and


                                      -67-

reinstated as though no deposit had occurred pursuant to Section 12.1 or Section
12.2 until such time as the Trustee or Paying Agent is permitted to apply all
such money in accordance with Section 12.3; provided, however, that if the
Company makes any payment of interest on or principal of, or any Additional
Amounts, with respect to any Security following the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money held by the Trustee or
Paying Agent.

                                   ARTICLE 13
                            MISCELLANEOUS PROVISIONS

     Section 13.1 Incorporators, Stockholders, Officers and Directors of Company
Exempt from Individual Liability. No recourse under or upon any obligation,
covenant or agreement contained in this Indenture, or in any Security, or for
any claim based thereon or otherwise in respect thereof, or because of any
indebtedness evidenced thereby, shall be had against any incorporator, as such,
or against any past, present or future stockholder, officer or director, as
such, of the Company or of any successor, either directly or through the Company
or any successor, under any rule of law, statute or constitutional provision or
by the enforcement of any assessment or by any legal or equitable proceeding or
otherwise it being expressly understood that this Indenture and the obligations
issued hereunder are solely corporate obligations, and that no such personal
liability whatever shall attach to, or is or shall be incurred by, the
incorporators, shareholders, officers or directors, as such, of the Company, or
any of them, because of the creation of the indebtedness hereby authorized, or
under or by reason of the obligations, covenants or agreements contained in this
Indenture or in any Security or implied therefrom; and that any and all such
personal liability of every name and nature, either at common law or in equity
or by constitution or statute, of, and any and all such rights and claims
against, every such incorporator, shareholder, officer or director, as such,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or in any Security or implied therefrom, are hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture and the issuance of such Security.

     Section 13.2 Provisions of Indenture for the Sole Benefit of Parties and
Securityholders. Nothing in this Indenture or in the Securities, expressed or
implied, shall give or be construed to give to any Person, other than the
parties hereto and their successors and the holders of Senior Indebtedness and
the Holders of the Securities, any legal or equitable right, remedy or claim
under this Indenture or under any covenant or provision herein contained, all
such covenants and provisions being for the sole benefit of the parties hereto
and their successors and the holders of Senior Indebtedness and the Holders of
the Securities.

     Section 13.3 Successors and Assigns of Company Bound by Indenture. All the
covenants, stipulations, promises and agreements in this Indenture contained by
or on behalf of the Company shall bind its successors and assigns, whether so
expressed or not.


                                      -68-

     Section 13.4 Notices 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 by first-class
mail, postage prepaid, to such Holders as their names and addresses appear on
the Securities Register within the time prescribed.

          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 on such waiver. 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, and any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given. In the case by
reason of the suspension of regular mail service or by reason of any other cause
it shall be impracticable to give such notice by mail, then such notification as
shall be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder. In case by reason of the suspension of
publication of any Authorized Newspapers or by reason of any other cause it
shall be impracticable to publish any notice to Holders otherwise required or
permitted under this Indenture, then such notification as shall be given with
the approval of the Trustee shall constitute sufficient notice to such Holders
for every purpose hereunder.

     Section 13.5 Addresses for Notices. Any notice or demand which by any
provision of this Indenture is required or permitted to be given or served by
the Trustee or by the Holders of Securities of any series on the Company may be
given or served by registered mail addressed (until another address is filed by
the Company with the Trustee) as follows: Platinum Underwriters Holdings, Ltd.,
The Belvedere Building, 69 Pitts Bay Road, Pembroke, Bermuda, HM 08 and
Attention: Secretary. Any notice, direction, request or demand by the Company or
any Holders of Securities of any series to or upon the Trustee shall be deemed
to have been sufficiently given or made, for all purposes, if received at the
Corporate Trust Office of such Trustee.

     Section 13.6 Officers' Certificates and Opinions of Counsel; Statements to
Be Contained Therein. Upon any application or demand by the Company to the
Trustee to take any action under any of the provisions of this Indenture, the
Company shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent (including any 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 any
covenants compliance with which constitutes a condition precedent) have been
complied with, except that in the case of any such application or demand as to
which the furnishing of such documents is specifically required by any provision
of this Indenture relating to such particular application or demand, no
additional certificate or opinion need be furnished.


                                      -69-

          Each certificate or opinion provided for in this Indenture (other than
annual certificates provided pursuant to Section 4.7) and delivered to the
Trustee with respect to compliance with a condition or covenant provided for in
this Indenture shall include (a) a statement that the Person making such
certificate or opinion has read such covenant or condition, (b) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based, (c) a statement that, in the opinion of such Person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with and (d) a statement as to whether or not, in the opinion of such
Person, such condition or covenant has been complied with.

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

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

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

     Section 13.7 Separability Clause. In case any provision of this Indenture
or of the Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

     Section 13.8 Legal Holidays. In any case where any Interest Payment Date,
Redemption Date or Stated Maturity of any Security shall not be a Business Day
in any Place of Payment, then (notwithstanding any other provision of this
Indenture or of the Securities, other than a provision in Securities of any
series, or any Tranche thereof, or in the indenture supplemental hereto, Board
Resolution of the Company or Officers' Certificate of the Company that
establishes the terms of the Securities of such series or


                                      -70-

Tranche, which specifically states that such provision shall apply in lieu of
this Section) payment of interest or principal and premium, if any, need not be
made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity, and, if such payment is made or duly provided for on such Business
Day, no interest shall accrue on the amount so payable for the period from and
after such Interest Payment Date, Redemption Date or Stated Maturity, as the
case may be, to such Business Day.

     Section 13.9 Conflict of Any Provision of Indenture with Trust Indenture
Act. If and to the extent that 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 that may be so modified or excluded, the former
provision shall control.

     Section 13.10 Governing Law. This Indenture and each Security shall be
deemed to be a contract governed by and construed in accordance with the laws of
the State of New York applicable to agreements made or instruments entered into
and, in each case, performed in said state.

     Section 13.11 Judgment Currency. The Company agrees, to the fullest extent
that it may effectively do so under applicable law, that (a) if for the purpose
of obtaining judgment in any court it is necessary to convert the sum due in
respect of the principal of, or premium or interest, if any, or Additional
Amounts on the Securities of any series (the "REQUIRED CURRENCY") into a
currency in which a judgment will be rendered (the "JUDGMENT CURRENCY"), the
rate of exchange used shall be the rate at which in accordance with normal
banking procedures the Trustee could purchase in the City of New York the
requisite amount of the Required Currency with the Judgment Currency on the New
York Banking Day preceding the day on which a final unappealable judgment is
given and (b) its obligations under this Indenture to make payments in the
Required Currency (i) shall not be discharged or satisfied by any tender, or any
recovery pursuant to any judgment (whether or not entered in accordance with
clause (a)), in any currency other than the Required Currency, except to the
extent that such tender or recovery shall result in the actual receipt, by the
payee, of the full amount of the Required Currency expressed to be payable in
respect of such payments, (ii) shall be enforceable as an alternative or
additional cause of action for the purpose of recovering in the Required
Currency the amount, if any, by which such actual receipt shall fall short of
the full amount of the Required Currency so expressed to be payable and (iii)
shall not be affected by judgment being obtained for any other sum due under
this Indenture. For purposes of the foregoing, "New York Banking Day" means any
day except a Saturday, Sunday or a legal holiday in The City of New York or a
day on which banking institutions in The City of New York are authorized or
obligated by law, regulation or executive order to be closed.

     Section 13.12 No Security Interest Created. Nothing in this Indenture or in
any Securities, express or implied, shall be construed to constitute a security
interest under


                                      -71-

the Uniform Commercial Code or similar legislation, as now or hereafter enacted
and in effect in any jurisdiction where property of the Company or its
Subsidiaries is or may be located.

     Section 13.13 Submission to Jurisdiction. The Company agrees that any
judicial proceedings instituted in relation to any matter arising under this
Indenture or the Securities appertaining thereto may be brought in any United
States Federal or New York State court sitting in the Borough of Manhattan, The
City of New York, New York to the extent that such court has subject matter
jurisdiction over the controversy, and, by execution and delivery of this
Indenture, the Company hereby irrevocably accepts, generally and
unconditionally, the personal jurisdiction of the aforesaid courts, acknowledges
their competence and irrevocably agrees to be bound by any judgment rendered in
such proceeding. The Company also irrevocably and unconditionally waives for the
benefit of the Trustee and the Holders of the Securities any immunity from
jurisdiction and any immunity from legal process (whether through service or
notice, attachment prior to judgment, attachment in the aid of execution,
execution or otherwise) in respect of this Indenture. The Company hereby
irrevocably designates and appoints for the benefit of the Trustee and the
Holders of the Securities for the term of this Indenture CT Corporation System,
111 Eighth Avenue, New York, New York 10011, 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 Platinum Underwriters Holdings, Ltd., The Belvedere Building, 69
Pitts Bay Road, Pembroke, Bermuda, HM 08 and Attention: Secretary) brought
against it with respect to any such proceeding in any such court in The City of
New York, such service being hereby acknowledged by the Company to be effective
and binding service on it in every respect whether or not the Company shall then
be doing or shall have at any time done business in New York. Such appointment
shall be irrevocable so long as any of the Securities or the obligations of the
Company hereunder remain outstanding until the appointment of a successor by the
Company and such successor's acceptance of such appointment. Upon such
acceptance, the Company shall notify the Trustee in writing of the name and
address of such successor. The Company further agrees for the benefit of the
Trustee and the Holders of the Securities to take any and all action, including
the execution and filing of any and all such documents and instruments, as its
agent in full force and effect so long as any of the Securities or the
obligations of the Company hereunder shall be outstanding. The Trustee shall not
be obligated and shall have no responsibility with respect to any failure by the
Company to take any such action. Nothing herein shall affect the right to serve
process in any other manner permitted by any law or limit the right of the
Trustee or any Holder to institute proceedings against the Company in the courts
of any other jurisdiction or jurisdictions.

     Section 13.14 Counterparts. This Indenture may be executed in any number of
counterparts, and on separate counterparts, each of which shall be an original;
but such counterparts shall together constitute but one and the same instrument.

     Section 13.15 Effect of Headings. The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the
interpretation hereof.


                                      -72-

                                   ARTICLE 14
                            REDEMPTION OF SECURITIES

     Section 14.1 Applicability of Article. The provisions of this Article shall
be applicable to the Securities of any series which are redeemable before their
Stated Maturity except as otherwise specified as contemplated by Section 3.1 for
Securities of such series.

     Section 14.2 Notice of Redemption; Selection of Securities. In case the
Company shall desire to exercise the right to redeem all or, as the case may be,
any part of the Securities of any series in accordance with their terms, it
shall fix a Redemption Date and shall provide notice of such redemption at least
45 days prior to such Redemption Date to the Trustee and at least 30 days but no
more than 60 days prior to such Redemption Date to the Holders of Securities of
such series so to be redeemed as a whole or in part in the manner provided in
Section 13.4, unless a different period is specified in the Securities to be
redeemed. The notice provided in the manner herein specified shall be
conclusively presumed to have been duly given, whether or not the Holder
receives such notice. In any case, failure to give such notice or any defect in
the notice to the Holder of any Security of a series designated for redemption
as a whole or in part shall not affect the validity of the proceedings for the
redemption of any other Security of such series.

          Each such notice of redemption shall specify the Redemption Date, the
Redemption Price, the CUSIP or other comparable number, the Place or Places of
Payment, that the Securities of such series are being redeemed at the option of
the Company pursuant to provisions contained in the terms of the Securities of
such series or in a supplemental indenture establishing such series, if such be
the case, together with a brief statement of the facts permitting such
redemption, that payment will be made upon presentation and surrender of the
applicable Securities at the Place or Places of Payment, that the Redemption
Price together with any interest accrued and Additional Amounts to the
Redemption Date will be paid as specified in said notice, and that on and after
said Redemption Date any interest thereon or on the portions thereof to be
redeemed will cease to accrue, and any information that is required to be
included therein by the Depository.

          If fewer than all the Securities of any series are to be redeemed the
notice of redemption shall specify the numbers of the Securities of such series
to be redeemed. In case any Security of any series is to be redeemed in part
only, the notice of redemption shall state the portion of the principal amount
thereof to be redeemed and shall state that on and after the Redemption Date,
upon surrender of such Security, a new Security or Securities of such series in
principal amount equal to the unredeemed portion thereof will be issued, or, in
the case of Securities providing appropriate space for such notation, at the
option of the Holders the Trustee, in lieu of delivering a new Security or
Securities as aforesaid, may make a notation on such Security of the payment of
the redeemed portion thereof.


                                      -73-

          On or before 10:00 a.m., New York City time, on the Redemption Date
with respect to the Securities of any series stated in the notice of redemption
given as provided in this Section 14.2, the Company will deposit with the
Trustee or with one or more Paying Agents an amount of money (except as
otherwise specified as contemplated by Section 3.1 for the Securities of such
series or if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 4.3) sufficient to redeem on such Redemption
Date all the Securities or portions thereof so called for redemption at the
applicable Redemption Price, together with accrued interest on and Additional
Amounts with respect thereto, to such Redemption Date.

          If fewer than all the Securities of any series, or any Tranche
thereof, are to be redeemed, the Company shall give notice of redemption to the
Trustee not less than 60 days prior to the Redemption Date as to the aggregate
principal amount of Securities to be redeemed.

          If a Holders' Redemption Agreement, as hereinafter defined, is not on
file with the Trustee and in effect, the particular Securities to be redeemed
shall be selected by the Trustee, from the Outstanding Securities of such series
or Tranche not previously called for redemption, substantially pro rata, by lot
or by any other method the Trustee considers fair and appropriate and that
complies with the requirements of the principal national securities exchange, if
any, on which such Securities are listed, and which may provide for the
selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series or Tranche or any integral multiple
thereof) of the principal amount of Securities of such series or Tranche of a
denomination larger than the minimum authorized denomination for Securities of
that series or Tranche; provided that in case the Securities of such series or
Tranche have different terms and maturities, the Securities to be redeemed shall
be selected by the Company and the Company shall give notice thereof to the
Trustee; provided, however, that if, as indicated in an Officers' Certificate of
the Company, the Company shall have offered to purchase all or any principal
amount of the Securities then Outstanding of any series, or any Tranche thereof,
and fewer than all of such Securities as to which such offer was made shall have
been tendered to the Company for such purchase, the Trustee, if so directed by
Company Order, shall select for redemption all or any principal amount of such
Securities which have not been so tendered.

          If the Trustee shall use "CUSIP" numbers in notices as a convenience
to Holders, then any such notice may state that no representation is made as to
the correctness of such numbers either as printed on the Securities or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.
The Company will promptly notify the Trustee in writing of any change in the
"CUSIP" numbers.

          If at the time the Company shall have given notice of redemption to
the Trustee in accordance with Section 14.2, there shall be on file with the
Trustee and in effect a Holders' Redemption Agreement, as hereinafter defined,
then the Trustee shall


                                      -74-

select, in accordance with the provisions of said Holders' Redemption Agreement,
the Securities or parts thereof to be redeemed.

          For the purposes of this Indenture, the term "Holders' Redemption
Agreement" shall mean an agreement, reasonably satisfactory to the Trustee,
executed as provided in this Section, which provides for the method to be
followed by the Trustee in selecting Securities or parts of Securities for
redemption out of any funds held by the Trustee to be applied to such
redemption. A Holders' Redemption Agreement may be made with respect to a single
series of Securities, or Tranche thereof, in which case it shall be executed by
or on behalf of the Holders of all Outstanding Securities of such series or
Tranche, or it may be made with respect to all Outstanding Securities in which
case it shall be executed by or on behalf of the Holders of all Securities
Outstanding hereunder.

          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.

     Section 14.3 Payment of Securities Called for Redemption. If notice of
redemption has been given as above provided and the Company has deposited, on or
before the Redemption Date, with the Trustee (and/or having irrevocably directed
the Trustee to apply, from money held by it available to be used for the
redemption of Securities) an amount in cash sufficient to redeem all of the
Securities to be redeemed, the Securities or portions of Securities of the
series specified in such notice shall become due and payable on the Redemption
Date, and at the place or places stated in such notice at the applicable
Redemption Price, together with any interest accrued to such Redemption Date,
and on and after said Redemption Date any interest on the Securities or portion
of Securities of any series so called for redemption shall cease to accrue. On
presentation and surrender of such Securities at a Place of Payment in such
notice specified, such Securities or the specified portions thereof shall be
paid and redeemed by the Company at the applicable Redemption Price, together
with any interest accrued and Additional Amounts to the Redemption Date, except
that if such Redemption Date is an Interest Payment Date, interest shall be paid
as provided in Section 3.8.

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

          If a Security in global form is so surrendered, the Company shall
execute, and the Trustee shall authenticate and deliver to the U.S. Depository
or other Depository for such Security in global form as shall be specified in
the Company Order with respect thereto to the Trustee, without service charge, a
new Security in global form in a denomination equal to and in exchange for the
unredeemed portion of the principal of the Security in global form so
surrendered.


                                      -75-

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

                                   ARTICLE 15
                                  SINKING FUNDS

     Section 15.1 Applicability of Article. The provisions of this Article shall
be applicable to any sinking fund for the retirement of Securities of a series
except as otherwise specified as contemplated by Section 3.1 for Securities of
such series.

          The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment".

     Section 15.2 Satisfaction of Mandatory Sinking Fund Payment with
Securities. In lieu of making all or any part of any mandatory sinking fund
payment with respect to any Securities of a series in cash, the Company may at
its option, at any time but not less than 45 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 which have been redeemed through the application of
mandatory 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 such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the mandatory sinking fund and the amount of such mandatory sinking fund
payment shall be reduced accordingly.

     Section 15.3 Redemption of Securities for Sinking Fund. 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 series pursuant to the
terms of such series, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities of such series pursuant to Section 15.2 and
whether the Company intends to exercise its rights to make a permitted optional
sinking fund payment with respect to such series. Such 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 next
succeeding sinking fund payment date. In the case of the failure of the Company
to deliver such certificate (or to deliver the Securities, if any, specified in
such certificate within the time period specified in Section 15.2), unless
otherwise agreed by the Trustee, the sinking fund payment due on the next
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


                                      -76-

Securities of such series subject to a mandatory sinking fund payment without
the right to deliver or credit Securities as provided in Section 15.2 and
without the right to make any optional sinking fund payment, if any, with
respect to such series.

          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) 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
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 together with accrued interest, if any, to the applicable
Redemption Date. Any sinking fund moneys not so applied or allocated by the
Trustee (or by the Company if the Company is acting as its own Paying Agent) to
the redemption of Securities shall be added to the next sinking fund payment
received by the Trustee (or if the Company is acting as its own Paying Agent,
segregated and held in trust as provided in Section 4.3) for such series and,
together with such payment (or such amount so segregated) shall be applied in
accordance with the provisions of this Section 15.3. 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, segregated and
held in trust as provided in Section 4.3) on 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),
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 or cause to be selected the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section
14.2 and the Company shall cause notice of the redemption thereof to be given in
the manner provided in Section 14.2 except that the notice of redemption shall
also state that the Securities are being redeemed by operation of the sinking
fund and whether the sinking fund payment is mandatory or optional, or both, as
the case may be. Such notice having been duly given, the redemption of the
Securities shall be made upon the terms and in the manner stated in Section
14.3.

          On or before 10:00 a.m., New York City time, on each sinking fund
payment date, the Company shall pay to the Trustee (or, if the Company is acting
as its own Paying Agent, will segregate and hold in trust as provided in Section
4.3) in cash a sum equal to the principal and any interest accrued to the
Redemption Date for Securities or portions thereof to be redeemed on such
sinking fund payment date pursuant to this Section.

          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


                                      -77-

(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 acting as its own Paying Agent)
shall redeem such Securities if cash sufficient for that purpose shall be
deposited with the Trustee (or segregated by the Company) 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, however, that in
case such Event of Default or default shall have been cured or waived as
provided 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.

                                   ARTICLE 16
                           SUBORDINATION OF SECURITIES

     Section 16.1 Agreement to Subordinate. The Company covenants and agrees,
and each holder of Securities issued hereunder and under any supplemental
indenture or by any resolutions by the Board of Directors of the Company
("Additional Provisions") by such Holder's acceptance thereof likewise covenants
and agrees, that all Securities shall be issued subject to the provisions of
this Article 16; and each holder of a Security, whether upon original issue or
upon transfer or assignment thereof, accepts and agrees to be bound by such
provisions.

     The payment by the Company of the principal of, premium, if any, and
interest on all Securities issued hereunder and under any Additional Provisions
shall, to the extent and in the manner hereinafter set forth, be subordinated
and junior in right of payment to the prior payment in full of all Senior
Indebtedness of the Company and rank pari passu and equivalent to creditor
obligations of those holding general unsecured claims not entitled to statutory
priority under the United States Bankruptcy Code or otherwise, in each case
whether outstanding at the date of this Indenture or thereafter incurred.

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

     Section 16.2 Default on Senior Indebtedness. No payment may be made of the
principal of, premium, if any, or interest on the Securities, or in respect of
any redemption, retirement, purchase or other acquisition of any of the
Securities, at any time when (i) there is a default in the payment of the
principal of, premium, if any, interest on or otherwise in respect of any Senior
Indebtedness, whether at maturity or at a date fixed for prepayment or by
declaration or otherwise, or (ii) any event of default with respect to any
Senior Indebtedness has occurred and is continuing, or would occur as a result
of such payment on the Securities or any redemption, retirement, purchase or
other acquisition of any of the Securities, permitting the holders of such
Senior Indebtedness (or a trustee on behalf of the holders thereof) to
accelerate the maturity thereof.


                                      -78-

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

     Section 16.3 Liquidation; Dissolution; Bankruptcy. Upon any payment by the
Company or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, to creditors upon any dissolution,
winding-up, liquidation or reorganization of the Company, whether voluntary or
involuntary or in bankruptcy, insolvency, receivership or other proceedings, all
amounts due upon all Senior Indebtedness of the Company shall first be paid in
full, or payment thereof provided for in money in accordance with their terms,
before any payment is made by the Company on account of the principal (and
premium, if any) or interest on the Securities; and upon any such dissolution or
winding-up or liquidation or reorganization, any payment by the Company, or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, to which the Holders or the Trustee would be entitled to
receive from the Company, except under the provisions of this Article 16, shall
be paid by the Company, or by any receiver, trustee in bankruptcy, liquidating
trustee, agent or other Person making such payment or distribution, or by the
Holders or by the Trustee under the Indenture if received by them or it,
directly to the holders of Senior Indebtedness of the Company (pro rata to such
holders on the basis of the amounts of Senior Indebtedness held by such holders,
as calculated by the Company) or their representative or representatives, or to
the trustee or trustees under any indenture pursuant to which any instruments
evidencing such Senior Indebtedness may have been issued, as their respective
interests may appear, to the extent necessary to pay such Senior Indebtedness in
full, in money or money's worth, after giving effect to any concurrent payment
or distribution to or for the holders of such Senior Indebtedness, before any
payment or distribution is made to the Holders or to the Trustee.

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


                                      -79-

money in accordance with its terms, after giving effect to any concurrent
payment or distribution to or for the benefit of the holders of such Senior
Indebtedness.

     For purposes of this Article 16, the words "cash, property or securities"
shall not be deemed to include shares of the Company as reorganized or
readjusted, or securities of the Company or any other corporation provided for
by a plan of reorganization or readjustment, the payment of which is
subordinated at least to the extent provided in this Article 16 with respect to
the Securities to the payment of all Senior Indebtedness of the Company, that
may at the time be outstanding, provided that (i) such Senior Indebtedness is
assumed by the new corporation, if any, resulting from any such reorganization
or readjustment, and (ii) the rights of the holders of such Senior Indebtedness
are not, without the consent of such holders, altered by such reorganization or
readjustment. The consolidation of the Company with, or the merger of the
Company into, another corporation or the liquidation or dissolution of the
Company following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms and
conditions provided for in Article 11 of this Indenture shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of this
Section 16.3 if such other corporation shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article 11
of this Indenture. Nothing in Section 16.2 or in this Section 16.3 shall apply
to claims of, or payments to, the Trustee under or pursuant to Section 7.6 of
this Indenture.

     Section 16.4 Subrogation. Subject to the payment in full of all Senior
Indebtedness of the Company, the rights of the Holders shall be subrogated to
the rights of the holders of such Senior Indebtedness to receive payments or
distributions of cash, property or securities of the Company applicable to such
Senior Indebtedness until all amounts owing on the Securities shall be paid in
full; and, for the purposes of such subrogation, no payments or distributions to
the holders of such Senior Indebtedness of any cash, property or securities to
which the Holders or the Trustee would be entitled except under the provisions
of this Article 16, and no payment over pursuant to the provisions of this
Article 16 to or for the benefit of the holders of such Senior Indebtedness by
Holders or the Trustee, shall, as between the Company, its creditors other than
holders of Senior Indebtedness of the Company, and the holders of the Securities
be deemed to be a payment by the Company to or on account of such Senior
Indebtedness. It is understood that the provisions of this Article 16 are and
are intended solely for the purposes of defining the relative rights of the
Holders of the Securities, on the one hand, and the holders of such Senior
Indebtedness, on the other hand.

     Nothing contained in this Article 16 or elsewhere in this Indenture, any
Additional Provisions or in the Securities is intended to or shall impair, as
between the Company, its creditors other than the holders of Senior Indebtedness
of the Company, and the holders of the Securities, the obligation of the
Company, which is absolute and unconditional, to pay to the holders of the
Securities the principal of, premium, if any, and interest on, the Securities as
and when the same shall become due and payable in accordance with their terms,
or is intended to or shall affect the relative rights of the holders of the
Securities and creditors of the Company other than the holders of Senior
Indebtedness of the Company, nor shall anything herein or therein prevent the
Trustee or


                                      -80-

the holder of any Security from exercising all remedies otherwise permitted by
applicable law upon default under the Indenture, subject to the rights, if any,
under this Article 16 of the holders of such Senior Indebtedness in respect of
cash, property or securities of the Company received upon the exercise of any
such remedy.

     Upon any payment or distribution of assets of the Company referred to in
this Article 16, the Trustee, subject to the provisions of Article 7 of this
Indenture, and the Securityholders shall be entitled to conclusively rely upon
any order or decree made by any court of competent jurisdiction in which such
dissolution, winding-up, liquidation or reorganization proceedings are pending,
or a certificate of the receiver, trustee in bankruptcy, liquidation trustee,
agent or other Person making such payment or distribution, delivered to the
Trustee or to the Securityholders, for the purposes of ascertaining the Persons
entitled to participate in such distribution, the holders of Senior Indebtedness
and other indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article 16.

     Section 16.5 Trustee to Effectuate Subordination. Each Securityholder by
such Securityholder's acceptance thereof authorizes and directs the Trustee on
such Securityholder's behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article 16 and
appoints the Trustee such Securityholder's attorney-in-fact for any and all such
purposes.

     Section 16.6 Notice by the Company. The Company shall give prompt written
notice to a Responsible Officer of any fact known to the Company that would
prohibit the making of any payment of monies to or by the Trustee in respect of
the Securities pursuant to the provisions of this Article 16. Notwithstanding
the provisions of this Article 16 or any other provision of this Indenture or
any Additional Provisions, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment of
monies to or by the Trustee in respect of the Securities pursuant to the
provisions of this Article 16, unless and until a Responsible Officer shall have
received written notice thereof from the Company or a holder or holders of
Senior Indebtedness or from any trustee therefor; and before the receipt of any
such written notice, the Trustee, subject to the provisions of Article 7 of this
Indenture, shall be entitled in all respects to assume that no such facts exist;
provided, however, that if the Trustee shall not have received the notice
provided for in this Section 16.6 at least three Business Days prior to the date
upon which by the terms hereof any money may become payable for any purpose
(including, without limitation, the payment of the principal of (or premium, if
any) or interest on any Security), then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to
receive such money and to apply the same to the purposes for which they were
received, and shall not be affected by any notice to the contrary that may be
received by it within three Business Days prior to such date.

     The Trustee, subject to the provisions of Article 7 of this Indenture,
shall be entitled to conclusively rely on the delivery to it of a written notice
by a Person representing himself to be a holder of Senior Indebtedness of the
Company (or a trustee


                                      -81-

on behalf of such holder), to establish that such notice has been given by a
holder of such Senior Indebtedness or a trustee on behalf of any such holder or
holders. In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of such
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article 16, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of such Senior
Indebtedness held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article 16, and, if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.

     Section 16.7 Rights of the Trustee; Holders of Senior Indebtedness. The
Trustee in its individual capacity shall be entitled to all the rights set forth
in this Article 16 in respect of any Senior Indebtedness at any time held by it,
to the same extent as any other holder of Senior Indebtedness, and nothing in
this Indenture or any Additional Provisions shall deprive the Trustee of any of
its rights as such holder.

     With respect to the holders of Senior Indebtedness of the Company, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article 16, and no implied
covenants or obligations with respect to the holders of such Senior Indebtedness
shall be read into this Indenture or any Additional Provisions against the
Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of such Senior Indebtedness and, subject to the provisions of Article 7
of this Indenture, the Trustee shall not be liable to any holder of such Senior
Indebtedness if it shall pay over or deliver to Securityholders, the Company or
any other Person money or assets to which any holder of such Senior Indebtedness
shall be entitled by virtue of this Article 16 or otherwise.

     Nothing in this Article 16 shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 7.6.

     Section 16.8 Subordination May Not Be Impaired. No right of any present or
future holder of any Senior Indebtedness of the Company to enforce subordination
as herein provided shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Company or by any act or failure to act
in good faith by any such holder, or by any noncompliance by the Company with
the terms, provisions and covenants of this Indenture, regardless of any
knowledge thereof that any such holder may have or otherwise be charged with.

     Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Indebtedness of the Company may, at any time and from time to
time, without the consent of or notice to the Trustee or the Securityholders,
without incurring responsibility to the Securityholders and without impairing or
releasing the subordination provided in this Article 16 or the obligations
hereunder of the holders of the Securities to the holders of such Senior
Indebtedness, do any one or more of the following: (i) change the manner, place
or terms of payment or extend the time of payment of, or renew or


                                      -82-

alter, such Senior Indebtedness, or otherwise amend or supplement in any manner
such Senior Indebtedness or any instrument evidencing the same or any agreement
under which such Senior Indebtedness is outstanding; (ii) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing such Senior Indebtedness; (iii) release any Person liable in any manner
for the collection of such Senior Indebtedness; and (iv) exercise or refrain
from exercising any rights against the Company and any other Person.


                                      -83-

          IN WITNESS WHEREOF, Platinum Underwriters Holdings, Ltd. has caused
this Indenture to be duly executed as a deed as of the date above written.

                                        PLATINUM UNDERWRITERS HOLDINGS, LTD.


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


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


                                      -84-

          IN WITNESS WHEREOF, the undersigned, being duly authorized, has
executed this Indenture as of the date first above written.

                                        JPMORGAN CHASE BANK N.A., AS TRUSTEE


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


                                      -85-

EX-4.5

                                                                     EXHIBIT 4.5

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

                       PLATINUM UNDERWRITERS FINANCE, INC.
                                     COMPANY

                                       and

                      PLATINUM UNDERWRITERS HOLDINGS, LTD.
                                    GUARANTOR

                                       TO

                            JPMORGAN CHASE BANK, N.A.
                                     TRUSTEE

                                   ----------

                                    INDENTURE

                          DATED AS OF [ _______ ], 2005

                     SUBORDINATED GUARANTEED DEBT SECURITIES

                                   ----------

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

                                Table of Contents



                                                                            Page
                                                                            ----
                                                                         
ARTICLE 1 DEFINITIONS....................................................     2
   SECTION 1.1   CERTAIN TERMS DEFINED...................................     2

ARTICLE 2 SECURITY FORMS.................................................    12
   SECTION 2.1   FORMS GENERALLY.........................................    12
   SECTION 2.2   FORM OF GUARANTEE.......................................    13
   SECTION 2.3   FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.........    16
   SECTION 2.4   FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION BY AN
                 AUTHENTICATING AGENT....................................    16
   SECTION 2.5   SECURITIES ISSUABLE IN THE FORM OF GLOBAL SECURITIES....    16

ARTICLE 3 THE SECURITIES.................................................    18
   SECTION 3.1   AMOUNT UNLIMITED; ISSUABLE IN SERIES....................    18
   SECTION 3.2   FORM AND DENOMINATIONS..................................    21
   SECTION 3.3   AUTHENTICATION, DATING AND DELIVERY OF SECURITIES.......    21
   SECTION 3.4   EXECUTION OF SECURITIES.................................    24
   SECTION 3.5   CERTIFICATE OF AUTHENTICATION...........................    25
   SECTION 3.6   REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.....    25
   SECTION 3.7   MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES........    26
   SECTION 3.8   PAYMENT OF INTEREST AND CERTAIN ADDITIONAL AMOUNTS;
                 INTEREST RIGHTS AND CERTAIN ADDITIONAL AMOUNTS
                 PRESERVED...............................................    27
   SECTION 3.9   CANCELLATION OF SECURITIES; DESTRUCTION THEREOF.........    28
   SECTION 3.10  TEMPORARY SECURITIES....................................    28
   SECTION 3.11  COMPUTATION OF INTEREST.................................    29
   SECTION 3.12  CUSIP NUMBERS...........................................    29

ARTICLE 4 COVENANTS OF THE COMPANY.......................................    29
   SECTION 4.1   PAYMENT OF SECURITIES...................................    29
   SECTION 4.2   OFFICES OR AGENCY.......................................    30
   SECTION 4.3   MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.......    30
   SECTION 4.4   ADDITIONAL AMOUNTS......................................    31
   SECTION 4.5   REDEMPTION FOR TAX PURPOSES.............................    34
   SECTION 4.6   CORPORATE EXISTENCE.....................................    34
   SECTION 4.7   CERTIFICATES TO TRUSTEE.................................    35
   SECTION 4.8   CALCULATION OF ORIGINAL ISSUE DISCOUNT..................    35

ARTICLE 5 SECURITYHOLDER LISTS AND REPORTS BY THE........................    35
   SECTION 5.1   COMPANY AND GUARANTOR TO FURNISH TRUSTEE INFORMATION AS
                 TO NAMES AND ADDRESSES OF SECURITYHOLDERS...............    35
   SECTION 5.2   PRESERVATION AND DISCLOSURE OF SECURITYHOLDER LISTS.....    36



                                       -i-

                                Table of Contents
                                   (continued)



                                                                            Page
                                                                            ----
                                                                         
   SECTION 5.3   REPORTS BY THE COMPANY..................................    36
   SECTION 5.4   REPORTS BY THE TRUSTEE..................................    37

ARTICLE 6 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF
   DEFAULT...............................................................    37
   SECTION 6.1   EVENT OF DEFAULT DEFINED; ACCELERATION OF MATURITY;
                 WAIVER OF DEFAULT.......................................    37
   SECTION 6.2   COLLECTION OF INDEBTEDNESS BY TRUSTEE; TRUSTEE MAY
                 PROVE DEBT..............................................    40
   SECTION 6.3   APPLICATION OF PROCEEDS.................................    42
   SECTION 6.4   SUITS FOR ENFORCEMENT...................................    43
   SECTION 6.5   RESTORATION OF RIGHTS ON ABANDONMENT OF PROCEEDINGS.....    43
   SECTION 6.6   LIMITATIONS ON SUITS BY SECURITYHOLDERS.................    43
   SECTION 6.7   UNCONDITIONAL RIGHT OF SECURITYHOLDERS TO INSTITUTE
                 CERTAIN SUITS...........................................    44
   SECTION 6.8   POWERS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT
                 WAIVER OF DEFAULT.......................................    44
   SECTION 6.9   CONTROL BY HOLDERS OF SECURITIES........................    44
   SECTION 6.10  WAIVER OF PAST DEFAULTS.................................    45
   SECTION 6.11  TRUSTEE TO GIVE NOTICE OF DEFAULT, BUT MAY WITHHOLD IN
                 CERTAIN CIRCUMSTANCES...................................    45
   SECTION 6.12  RIGHT OF COURT TO REQUIRE FILING OF UNDERTAKING TO PAY
                 COSTS...................................................    46
   SECTION 6.13  WAIVER OF USURY, STAY OR EXTENSION LAWS.................    46
   SECTION 6.14  DELAY OR OMISSION NOT WAIVER............................    46

ARTICLE 7 CONCERNING THE TRUSTEE.........................................    47
   SECTION 7.1   DUTIES AND RESPONSIBILITIES OF THE TRUSTEE; DURING
                 DEFAULT; PRIOR TO DEFAULT...............................    47
   SECTION 7.2   CERTAIN RIGHTS OF THE TRUSTEE...........................    48
   SECTION 7.3   TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITION OF
                 SECURITIES OR APPLICATION OF PROCEEDS THEREOF...........    49
   SECTION 7.4   TRUSTEE AND AGENTS MAY HOLD SECURITIES; COLLECTIONS,
                 ETC.....................................................    50
   SECTION 7.5   MONEYS HELD BY TRUSTEE..................................    50
   SECTION 7.6   COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND ITS
                 PRIOR CLAIM.............................................    50
   SECTION 7.7   RIGHT OF TRUSTEE TO RELY ON OFFICERS' CERTIFICATE, ETC..    51
   SECTION 7.8   QUALIFICATION OF TRUSTEE; CONFLICTING INTERESTS.........    51
   SECTION 7.9   PERSONS ELIGIBLE FOR APPOINTMENT AS TRUSTEE.............    51
   SECTION 7.10  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR
                 TRUSTEE.................................................    52
   SECTION 7.11  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE..........    53



                                      -ii-

                                Table of Contents
                                   (continued)



                                                                            Page
                                                                            ----
                                                                         
   SECTION 7.12  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
                 BUSINESS OF TRUSTEE.....................................    54
   SECTION 7.13  PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY OR
                 THE GUARANTOR...........................................    54
   SECTION 7.14  AUTHENTICATING AGENT....................................    54

ARTICLE 8 CONCERNING THE HOLDERS OF SECURITIES...........................    55
   SECTION 8.1   ACTION BY HOLDERS.......................................    55
   SECTION 8.2   PROOF OF EXECUTION OF INSTRUMENTS BY HOLDERS OF
                 SECURITIES..............................................    56
   SECTION 8.3   HOLDERS TO BE TREATED AS OWNERS.........................    56
   SECTION 8.4   SECURITIES OWNED BY COMPANY AND GUARANTOR DEEMED NOT
                 OUTSTANDING.............................................    57
   SECTION 8.5   RIGHT OF REVOCATION OF ACTION TAKEN.....................    57

ARTICLE 9 HOLDERS' MEETINGS..............................................    58
   SECTION 9.1   PURPOSES OF MEETINGS....................................    58
   SECTION 9.2   CALL OF MEETINGS BY TRUSTEE.............................    58
   SECTION 9.3   CALL OF MEETINGS BY COMPANY OR GUARANTOR OR HOLDERS.....    58
   SECTION 9.4   QUALIFICATIONS FOR VOTING...............................    58
   SECTION 9.5   REGULATIONS.............................................    59
   SECTION 9.6   VOTING..................................................    59
   SECTION 9.7   NO DELAY OF RIGHTS BY REASON OF MEETING.................    60

ARTICLE 10 SUPPLEMENTAL INDENTURES.......................................    60
   SECTION 10.1  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
                 SECURITYHOLDERS.........................................    60
   SECTION 10.2  SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS.    62
   SECTION 10.3  NOTICE OF SUPPLEMENTAL INDENTURE........................    64
   SECTION 10.4  EFFECT OF SUPPLEMENTAL INDENTURE........................    64
   SECTION 10.5  DOCUMENTS TO BE GIVEN TO TRUSTEE........................    64
   SECTION 10.6  NOTATION ON SECURITIES IN RESPECT OF SUPPLEMENTAL
                 INDENTURES..............................................    64
   SECTION 10.7  SUBORDINATION UNIMPAIRED................................    63

ARTICLE 11 CONSOLIDATION, AMALGAMATION, MERGER OR SALE...................    65
   SECTION 11.1  COMPANY AND GUARANTOR MAY CONSOLIDATE, ETC., ONLY ON
                 CERTAIN TERMS...........................................    65
   SECTION 11.2  OPINION OF COUNSEL......................................    66
   SECTION 11.3  SUCCESSOR PERSON SUBSTITUTED............................    66



                                      -iii-

                                Table of Contents
                                   (continued)



                                                                            Page
                                                                            ----
                                                                         
ARTICLE 12 SATISFACTION AND DISCHARGE OF INDENTURE, UNCLAIMED MONEYS.....    67
   SECTION 12.1  SATISFACTION AND DISCHARGE OF SECURITIES OF ANY SERIES..    67
   SECTION 12.2  DEFEASANCE AND COVENANT DEFEASANCE......................    68
   SECTION 12.3  APPLICATION OF TRUST MONEY..............................    73
   SECTION 12.4  REPAYMENT OF MONEYS HELD BY PAYING AGENT................    73
   SECTION 12.5  RETURN OF UNCLAIMED MONEYS HELD BY TRUSTEE AND PAYING
                 AGENT...................................................    73

ARTICLE 13 MISCELLANEOUS PROVISIONS......................................    74
   SECTION 13.1  INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS OF
                 COMPANY AND GUARANTOR EXEMPT FROM INDIVIDUAL LIABILITY..    74
   SECTION 13.2  PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT OF PARTIES
                 AND SECURITYHOLDERS.....................................    74
   SECTION 13.3  SUCCESSORS AND ASSIGNS OF COMPANY AND GUARANTOR BOUND
                 BY INDENTURE............................................    74
   SECTION 13.4  NOTICES TO HOLDERS; WAIVER..............................    75
   SECTION 13.5  ADDRESSES FOR NOTICES...................................    75
   SECTION 13.6  OFFICERS' CERTIFICATES AND OPINIONS OF COUNSEL;
                 STATEMENTS TO BE CONTAINED THEREIN......................    75
   SECTION 13.7  SEPARABILITY CLAUSE.....................................    76
   SECTION 13.8  LEGAL HOLIDAYS..........................................    77
   SECTION 13.9  CONFLICT OF ANY PROVISION OF INDENTURE WITH TRUST
                 INDENTURE ACT...........................................    77
   SECTION 13.10 GOVERNING LAW...........................................    77
   SECTION 13.11 JUDGMENT CURRENCY.......................................    77
   SECTION 13.12 NO SECURITY INTEREST CREATED............................    78
   SECTION 13.13 SUBMISSION TO JURISDICTION..............................    78
   SECTION 13.14 COUNTERPARTS............................................    79
   SECTION 13.15 EFFECT OF HEADINGS......................................    79

ARTICLE 14 REDEMPTION OF SECURITIES......................................    79
   SECTION 14.1  APPLICABILITY OF ARTICLE................................    79
   SECTION 14.2  NOTICE OF REDEMPTION; SELECTION OF SECURITIES...........    79
   SECTION 14.3  PAYMENT OF SECURITIES CALLED FOR REDEMPTION.............    81

ARTICLE 15 SINKING FUNDS.................................................    82
   SECTION 15.1  APPLICABILITY OF ARTICLE................................    82
   SECTION 15.2  SATISFACTION OF MANDATORY SINKING FUND PAYMENT WITH
                 SECURITIES..............................................    82
   SECTION 15.3  REDEMPTION OF SECURITIES FOR SINKING FUND...............    83



                                      -iv-

                                Table of Contents
                                   (continued)



                                                                            Page
                                                                            ----
                                                                         
ARTICLE 16 GUARANTEES....................................................    84
   SECTION 16.1  GUARANTEE...............................................    84
   SECTION 16.2  EXECUTION AND DELIVERY OF GUARANTEES....................    86
   SECTION 16.3  SUBORDINATION OF GUARANTEES.............................    86

ARTICLE 17 SUBORDINATION.................................................    86
   SECTION 17.1  AGREEMENT TO SUBORDINATE................................    86
   SECTION 17.2  DEFAULT ON SENIOR INDEBTEDNESS..........................    87
   SECTION 17.3  LIQUIDATION; DISSOLUTION; BANKRUPTCY....................    87
   SECTION 17.4  SUBROGATION.............................................    88
   SECTION 17.5  TRUSTEE TO EFFECTUATE SUBORDINATION.....................    89
   SECTION 17.6  NOTICE BY THE COMPANY AND THE GUARANTOR.................    90
   SECTION 17.7  RIGHTS OF THE TRUSTEE; HOLDERS OF SENIOR INDEBTEDNESS...    90
   SECTION 17.8  SUBORDINATION MAY NOT BE IMPAIRED.......................    91



                                       -v-

                       PLATINUM UNDERWRITERS FINANCE, INC.

*    Reconciliation  and tie between Trust  Indenture Act of 1939, as amended by
     the Trust Reform Act of 1990, and Indenture, dated as of [ ______ ], 2005.



Section of the
Trust Indenture Act of 1939                        Section of Indenture
- ---------------------------                        --------------------
                                                
310(a)(1), (2) and (5)..........................   7.9
310(a)(3) and (4) ..............................   Inapplicable
310(b) .........................................   7.8 and 7.10(a)and(b)
311 (a) ........................................   7.13 (a) and (c)(i) and (iii)
311(b) .........................................   7.13(b)
312(a) .........................................   5.1 and 5.2(a)
312(b)..........................................   5.2(b)
312(c)..........................................   5.2(b)
313(a) .........................................   5.4(a)
313(b)(1).......................................   Inapplicable
313(b)(2).......................................   5.4(b)
313(c) .........................................   5.4(c)
313(d) .........................................   5.4(d)
314(a) .........................................   4.10 and 5.3
314(b) .........................................   Inapplicable
314(c)(1) and (2) ..............................   13.6
314(c)(3).......................................   Inapplicable
314(d) .........................................   Inapplicable
314(e) .........................................   13.6
315(a), (c) and (d).............................   7.1
315(b) .........................................   6.11
315(e) .........................................   6.12
316(a)(1).......................................   6.9
316(a)(2) ......................................   Inapplicable
316(a) (last sentence)..........................   8.4
316(b) .........................................   6.7
316(c) .........................................   8.1
317(a) .........................................   6.2
317(b) .........................................   4.2 and 4.3
318(a) .........................................   13.9


- ----------
*    This reconciliation and tie shall not, for any purpose, be deemed to be
     part of the Indenture or to have any bearing upon the interpretation of any
     of its terms or provisions.


                                      -1-

          INDENTURE, dated as of [ _______ ], 2005, by and among PLATINUM
UNDERWRITERS FINANCE, INC., a corporation duly organized and existing under the
laws of the State of Delaware, having its principal office at 2 World Financial
Center, 225 Liberty Street, 23rd Floor, New York, NY 10281 (the "Company"), and
PLATINUM UNDERWRITERS HOLDINGS, LTD., a corporation duly organized and existing
under the laws of Bermuda (the "Guarantor"), having its principal office at The
Belvedere Building, 69 Pitts Bay Road, Pembroke, Bermuda, HM 08 and JPMorgan
Chase Bank N.A., a national banking association duly organized and existing
under the laws of the State of New York, as Trustee, having its principal
corporate trust office at 4 New York Plaza, 15th Floor, New York, New York
10004, Attention: Institutional Trust Services.

                             RECITALS OF THE COMPANY

          The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its subordinated
notes, debentures or other evidence of its unsecured indebtedness (herein called
the "Securities"), to be issued in one or more series, authenticated and
delivered, as in this Indenture provided.

          All things necessary have been done to make this Indenture a valid and
legally binding agreement of the Company, in accordance with its terms.

                            RECITALS OF THE GUARANTOR

          The Guarantor has duly authorized the execution and delivery of this
Indenture to provide for the guarantee as set forth herein.

          All things necessary have been done to make this Indenture a valid and
legally binding agreement of the Guarantor, in accordance with its terms.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

          For and in consideration of the premises and the purchase of the
Securities by the Persons acquiring the same, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders of the Securities
or of the Securities of any series, without giving any priority of any one
Security or series over any other, except as otherwise expressly provided
herein, as follows:

                                    ARTICLE 1

                                   DEFINITIONS

     Section 1.1 Certain Terms Defined. The following terms (except as otherwise
expressly provided or unless the context otherwise clearly requires) for all
purposes of this Indenture, including any indenture supplemental hereto, have
the respective meanings specified in this Section. All other terms used in this
Indenture that are defined in the Trust Indenture Act or the definitions of
which in the Securities Act are referred to in the Trust Indenture Act or that
are defined by rule of the Commission under the Trust


                                      -2-

Indenture Act (except as herein otherwise expressly provided or unless the
context otherwise clearly requires) have the meanings assigned to such terms in
said Trust Indenture Act and in said Securities Act or in said Commission rule
under the Trust Indenture Act as in force at the date on which this Indenture
was originally executed (subject to Section 10.1 and Section 10.2). The words
"herein", "hereof" and "hereunder" and other words of similar import refer to
this Indenture as a whole and not to any particular Article, Section or other
subdivision. All references herein to "Articles" or other subdivisions are to
the corresponding Articles or other subdivisions of this Indenture. The terms
defined in this Article have the meanings assigned to them in this Article and
include the plural as well as the singular.

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

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

          "Authenticating Agent" means, with respect to any series of
Securities, any authenticating agent appointed by the Trustee, with respect to
that series of Securities, pursuant to Section 7.14.

          "Authorized Newspaper" means a newspaper or financial journal printed
in the English language, customarily published at least once a day, and
customarily published for at least five days in each calendar week, whether or
not published on days that are legal holidays and of general circulation; or, in
the alternative, shall mean such form of communication as may have come into
general use for the dissemination of information of import similar to that of
the information specified to be published by the provisions hereof. Whenever
successive publications are required or authorized to be made in Authorized
Newspapers, the successive publications may be made (unless otherwise expressly
provided herein) in the same or different newspapers meeting the foregoing
requirements and in each case on any Business Day. In case, by reason of the
suspension of publication of any Authorized Newspaper, or for any other cause,
it shall be impractical without unreasonable expense to make publication of any
notice in an Authorized Newspaper as required by this Indenture, then such
method of publication or notification as shall be made with the approval of the
Company shall be deemed the equivalent of the required publication of such
notice in an Authorized Newspaper.

          "Board of Directors" means either the board of directors of the
Company or the Guarantor, as the case may be, and any committee of such Board of
Directors or


                                      -3-

Officer duly authorized to act with respect to a particular matter on behalf of
the Board of Directors.

          "Board Resolution" means a copy of a resolution certified by the
Secretary or any Assistant Secretary of the Company or the Guarantor, as the
case may be, 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", when used with respect to any Place of Payment or any
other location specified in the Securities or this Indenture, means each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in that Place of Payment or location are generally authorized or
obligated by law, regulation or executive order to close, except as may be
otherwise specified as contemplated by Section 3.1.

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

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

          "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 date on which this Indenture was originally executed such Commission
is not existing and performing the duties assigned to it under the Trust
Indenture Act on such date of original execution, then the body performing such
duties at such time.

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

          "Company" means Platinum Underwriters Finance, Inc., a corporation
duly organized and existing under the laws of the State of Delaware, and its
successors and assigns.

          "Company Order" or "Company Request" and "Guarantor Request" and
"Guarantor Order" mean, respectively, a written order or request signed in the
name of the Company or the Guarantor, as the case may be, by the chairman, any
vice chairman, the president, any vice president, the chief executive officer,
the chief financial officer, the treasurer or controller and by the chief
financial officer, chief operating officer, any


                                      -4-

assistant treasurer, any assistant controller, the secretary or any assistant
secretary of the Company or the Guarantor, as the case may be, and delivered to
the Trustee.

          "Consolidated Book Value" in respect of any Person means the total of
the amounts shown on the balance sheet of such Person and its consolidated
Subsidiaries, determined on a consolidated basis in accordance with GAAP, as of
the end of the most recent fiscal quarter of such Person ending at least 45 days
prior to the taking of any action for the purpose of which the determination is
being made, as (i) the par or stated value of all outstanding Capital Stock of
such Person plus (ii) paid-in capital, share premium or capital surplus relating
to such Capital Stock plus (iii) any retained earnings or earned surplus plus
(iv) any accumulated other comprehensive income, less any accumulated deficit.

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

          "Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be administered,
which office, on the date of original execution of this Indenture, is located at
4 New York Plaza, 15th Floor, New York, New York, 10004, Attention: WSS/Trust
Company-Global Debt, or at any other time at such other address as the Trustee
may designate from time to time by notice to the parties hereto, or at the
principal corporate trust office of any successor trustee as to which such
successor trustee may notify the parties hereto in writing.

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

          "Depository" means, with respect to the Securities of any series or
any Tranche thereof, which, in accordance with the determination of the Company,
will be issued in whole or in part in the form of one or more Global Securities,
The Depository Trust Company, New York, New York, another clearing agency or any
successor registered under the Exchange Act, or other applicable statute or
regulation, which, in each case, shall be designated by the Company pursuant to
either Section 2.5 or Section 3.1. If at any time there is more than one such
Person, "Depository" as used with respect to the Securities of any such series
or Tranche thereof means the Depository with respect to the Securities of that
series or Tranche.

          "Designated Subsidiary" means any present or future consolidated
Subsidiary of the Guarantor, the Consolidated Book Value of which constitutes at
least 20% of the Consolidated Book Value of the Guarantor.

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


                                      -5-

          "Exchange Act" means the United States Securities Exchange Act of 1934
and the rules and regulations promulgated thereunder, in each case as amended
from time to time.

          "Event of Default" means any event or condition specified as such in
Section 6.1.

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

          "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Standards Accounting Board, and as are applicable to the financial
statements of the Company and the Guarantor, in each case as of the date of any
computation required hereunder.

          "Global Security" means, with respect to all or any part of any series
of Securities, a Security executed by the Company and authenticated and
delivered by the Trustee to the Depository or pursuant to the Depository's
instruction, all in accordance with this Indenture and pursuant to a Company
Order, which shall be registered in the name of the Depository or its nominee
and the ownership of which will be registered in a "book-entry" or other system
maintained by the Depository.

          "Government Obligations" means debt securities which are (i) direct
obligations of the United States of America or the other government or
governments or confederation or association of governments which issued the
Foreign Currency in which the principal of or any premium or interest on such
Security or any Additional Amounts in respect thereof shall be payable, in each
case where the payment or payments thereunder are supported by the full faith
and credit of such government or governments or confederation or association of
governments; or (ii) obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States of America or such
other government or governments or confederation or association of governments,
in each case where the timely payment or payments thereunder are unconditionally
guaranteed as a full faith and credit obligation by the United States of America
or such other government or governments or confederation or association of
governments, and which, in the case of (i) or (ii), are not callable or
redeemable at the option of the issuer or issuers thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific payment of interest on
or principal of or other amount with respect to any such Government Obligation
held by such custodian for the account of the holder of a depository receipt,
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the


                                      -6-

Government Obligation or the specific payment of interest on or principal of or
other amount with respect to the Government Obligation evidenced by such
depository receipt.

          "Guarantee" means any guarantee of the Guarantor endorsed on a
Security, authenticated and delivered pursuant to this Indenture and shall
include the Guarantee set forth in ARTICLE 16.

          "Guarantor" means Platinum Underwriters Holdings, Ltd., a corporation
duly organized and existing under the laws of Bermuda.

          "Holder", "Registered Holder" and "Securityholder" mean, with respect
to a Security, the Person in whose name such Security is registered in the
Securities Register (which terms, in the case of a Global Security, mean the
Depository, notwithstanding that the Depository maintains a "book-entry" or
other system for identification of ownership in respect of such Global
Security).

          The term "include" (and other forms of such term) means "include,
without limitation".

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

          "Indenture" means this instrument as originally executed and delivered
or, if amended or supplemented as herein provided, as so amended or
supplemented, and


                                      -7-

includes the forms and terms of particular series of Securities established as
contemplated hereunder.

          The term "interest" means, with respect to any Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity and, when used with respect to a Security which provides
for the payment of Additional Amounts pursuant to Section 4.4, includes such
Additional Amounts.

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

          "Judgment Currency" has the meaning specified in Section 13.11.

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

          "New York Banking Day" has the meaning specified in Section 13.11.

          "Officer" means the Chairman of the Board, the Vice Chairman of the
Board, the President, any Vice President, the Treasurer, any Assistant
Treasurer, the Controller, the Secretary, any Assistant Controller, any
Assistant Secretary of the Company, the principal executive officer, the
principal financial officer, the principal accounting officer or the chief
operating officer of the Company or the Guarantor, as the case may be.

          "Officers' Certificate" means a certificate signed by an Officer of
the Company or the Guarantor, as the case may be, and delivered to the Trustee,
except as otherwise specifically set forth herein.

          "Opinion of Counsel" means an opinion in writing signed by legal
counsel who may be an employee of or counsel to the Company or the Guarantor, as
the case may be.

          "Original Issue Discount Security" means any Security that provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration with respect thereto pursuant to Section 6.1.

          "Outstanding" (subject to Section 8.4) means, with reference to
Securities as of the date of determination, all Securities authenticated and
delivered under this Indenture, except:

     (a) Securities theretofore cancelled by the Trustee or delivered to the
Trustee for cancellation;

     (b) Securities, or portions thereof, for the payment or redemption of which
moneys in the necessary amount shall have been irrevocably deposited in trust
with the Trustee or with any Paying Agent (other than the Company or the
Guarantor) or shall


                                      -8-

have been set aside, segregated and held in trust by the Company or the
Guarantor for the Holders of such Securities (if the Company or the Guarantor
shall act as its own Paying Agent) or for the payment of which Government
Obligations shall have been irrevocably deposited in trust with the Trustee in
accordance with ARTICLE 12; provided that, if such Securities, or portions
thereof, are to be redeemed prior to the Stated Maturity thereof, notice of such
redemption shall have been given as herein provided, or provision satisfactory
to the Trustee shall have been made for giving such notice;

     (c) any such Security with respect to which the Company or the Guarantor
has effected defeasance pursuant to the terms hereof, except to the extent
provided in Section 12.2;

     (d) Securities in substitution for which other Securities shall have been
authenticated and delivered, or which shall have been paid, pursuant to the
terms of Section 3.7 (except with respect to any such Security as to which proof
satisfactory to the Trustee and the Company is presented that such Security is
held by a Person in whose hands such Security is a legal, valid and binding
obligation of the Company); and

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

          In determining whether Holders of the requisite principal amount of
Outstanding Securities of any or all series have made or given any request,
demand, authorization, direction, notice, consent or waiver hereunder, or are
present to constitute a quorum at a meeting of Holders of Securities, (i) the
principal amount of an Original Issue Discount Security that shall be deemed to
be Outstanding for such purposes shall be the amount of the principal thereof
that would be due and payable as of the date of such determination upon a
declaration of acceleration with respect thereto pursuant to Section 6.1 and
(ii) Securities owned by the Company or the Guarantor or any other obligor upon
the Securities or any Affiliate of the Company or 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 making such a
determination or relying upon any such quorum, consent or vote, only Securities
which a Responsible Officer of the Trustee actually knows to be so owned shall
be so disregarded.

          "Overdue Rate" means, with respect to any Security of Securities, the
rate designated as such in or pursuant to the resolution of the Board of
Directors of the Company or the supplemental indenture, as the case may be,
relating to such Security as contemplated by Section 3.1.

          "Paying Agent" means any Person authorized by the Company or the
Guarantor to pay the principal of, or premium, if any, or interest, if any, on,
any Securities on behalf of the Company or the Guarantor, as the case may be.

          "Periodic Offering" means an offering of Securities of a series from
time to time, any or all of the specific terms of which Securities, which may be
in one or more


                                      -9-

Tranches, including the rate or rates of interest, if any, thereon, the Stated
Maturity or Maturities thereof and the redemption provisions, if any, with
respect thereto, are to be determined by the Company, and the Guarantor or their
respective agents from time to time subsequent to the initial request for
authentication and delivery of such Securities by the Trustee, all as
contemplated in Section 3.1.

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

          "Place of Payment" means, with respect to any Security, the place or
places where the principal of, and premium, if any, and interest, if any, on,
such Security are payable as specified pursuant to Section 3.1.

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

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

          "Redemption Price" means, with respect to any Security or portion
thereof to be redeemed, the price at which it is to be redeemed pursuant to this
Indenture.

          "Registered Holder": See "Holder".

          "Regular Record Date" for the interest payable on any Interest Payment
Date on a Security means the date specified for that purpose pursuant to Section
3.1 or as specified in Section 3.8.

          "Required Currency" has the meaning specified in Section 13.11.

          "Responsible Officer" means, with respect to the Trustee, any officer
assigned to the Corporate Trust Office, with direct responsibility for the
administration of this Indenture, and also, with respect to a particular matter,
any other officer, to whom such matter is referred because of such Officer's
knowledge of and familiarity with the particular subject.

          "Securities Act" means the United States Securities Act of 1933, as
amended.

          "Securities Register" and "Securities Registrar": See Section 3.6.

          "Security" or "Securities" has the meaning stated in the recitals of
this Indenture.


                                      -10-

          "Senior Indebtedness" means (1) all Indebtedness of the Company or the
Guarantor, as the case may be, whether currently outstanding or hereafter
issued, unless, by the terms of the instrument creating or evidencing such
Indebtedness, it is provided that such Indebtedness is not superior in right of
payment to the Securities, and (2) any modifications, refunding, deferrals,
renewals or extensions of any such Indebtedness or securities, notes or other
evidence of Indebtedness issued in exchange for such Indebtedness; provided that
in no event shall "Senior Indebtedness" include (a) Indebtedness on the
Securities and Guarantees issued pursuant to this Indenture; (b) Indebtedness as
to which, by the terms of the instrument creating or evidencing the same, it is
provided that such Indebtedness is subordinated to or ranks equally with the
Securities and Guarantees issued pursuant to this Indenture; (c) Indebtedness of
the Company or the Guarantor, as the case may be, owed or owing to any
Subsidiary of the Company or the Guarantor, as the case may be, or any officer,
director or employee of the Company or the Guarantor, as the case may be, or any
Subsidiary of the Company or the Guarantor, as the case may be, (d) interest
accruing after the filing of a petition initiating any bankruptcy, insolvency or
other similar proceeding unless such interest is an allowed claim enforceable
against the Company or the Guarantor, as the case may be, in a proceeding under
federal or state bankruptcy laws; (e) Indebtedness to trade creditors; or (f)
and Indebtedness, including all other debt securities and any guarantees,
initially issued to any trust, partnership or other entity affiliated with the
Company or the Guarantor, as applicable, which is a financing vehicle of the
Company or the Guarantor, as the case may be, or any Subsidiary of the Company
or the Guarantor, as the case may be, or any officer, director or employee of
the Company or the Guarantor, as the case may be, in connection with an issuance
by such entity of preferred securities.

          "Special Record Date" for the payment of any defaulted interest means
a date fixed pursuant to Section 3.8.

          "Stated Maturity" means, with respect to any Security or any
installment of principal thereof or interest thereon or any Additional Amounts
with respect thereto, 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 payable (without regard to
any provisions for redemption, prepayment, acceleration, purchase or extension).

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

          "Tranche" means a group of Securities which (a) are of the same series
and (b) are identical except as to principal amount and/or date of issuance.


                                      -11-

          "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, as in force at the date as of which this Indenture was executed;
provided, however, that in the event that such Act is amended after such date,
"Trust Indenture Act" means, to the extent required by such amendment, the Trust
Indenture Act of 1939 as so amended.

          "Trustee" means the Person identified as "Trustee" in the first
paragraph hereof and, subject to the provisions of ARTICLE 7, shall also include
any successor trustee.

          "United States," means, except as otherwise provided in or pursuant to
this Indenture or any Board Resolution, Company Order or Company Request,
Guarantor Order or Guarantor Request, the United States of America (including
the states thereof and the District of Columbia), its territories and
possessions and other areas subject to its jurisdiction.

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

                                    ARTICLE 2

                                 SECURITY FORMS

     Section 2.1 Forms Generally. The Securities of each series shall be in
substantially such form as shall be established pursuant to Section 3.1, in each
case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture or any indenture
supplemental hereto, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as the Company
may deem appropriate and as are not contrary to the provisions of this
Indenture, or as may be required to comply with any law or with any rules made
pursuant thereto or with any rules of any securities exchange or of any
automated quotation system, or to conform to usage, all as determined by the
officers executing such Securities, as conclusively evidenced by their execution
of the Securities.

          The Guarantees to be endorsed on the Securities of each series shall
be in substantially such form as shall be established pursuant to Section 2.2,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture or any indenture
supplemental hereto, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as the Guarantor
may deem appropriate and as are not contrary to the provisions of this
Indenture, or as may be required to comply with any law or with any rules made
pursuant thereto or with any rules of any securities exchange or of any
automated quotation system, or to conform to usage, all as determined by the
officers executing such Guarantees, as conclusively evidenced by their execution
of such Guarantees.

          The definitive Securities shall be prepared by the Company and shall
be printed, lithographed or engraved on steel-engraved borders, or may be
produced in any other manner, all as determined by the officers executing such
Securities, as conclusively


                                      -12-

evidenced by their execution of such Securities, subject to the rules of any
securities exchange or automated quotation system on which such Securities are
listed or quoted and (with respect to Global Securities) to the rules of the
Depository.

     Section 2.2 Form of Guarantee.

          The guarantee endorsed on all Securities shall be in substantially the
following form:

          For value received, Platinum Underwriters Holdings, Ltd., a
corporation duly organized and existing under the laws of Bermuda (herein called
the "Guarantor", which term includes any successor under the Indenture referred
to in the Security upon which this Guarantee is endorsed), hereby absolutely,
fully and unconditionally and irrevocably guarantees to the Holder of the
Security upon which this Guarantee is endorsed, and to the Trustee on behalf of
itself and such Holder, (a) the due and punctual payment of the principal of,
premium, if any, interest, if any, and Additional Amounts, if any, on such
Security, and the due and punctual payment of any sinking fund payments provided
in such Security when and as the same shall become due and payable, whether at
the Stated Maturity or by declaration of acceleration, call for redemption or
otherwise, (b) the due and punctual payment of interest on overdue principal of
and interest on such Security, if any, if lawful, and (c) the due and punctual
payment of any and all other payments due to the Holder or the Trustee, all in
accordance with the terms of such Security and of the Indenture. In case of the
failure of the Company, punctually to make any such payment of principal,
premium, if any, interest, if any, or Additional Amounts, if any, 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 the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise, and as if such
payment were made by the Company. The Guarantee hereunder is intended to be a
general, unsecured obligation of the Guarantor and will be subordinated in right
of payment to all Senior Indebtedness of the Guarantor.

          The Guarantor hereby agrees that its obligations hereunder are a
guaranty of payment and not a guaranty of collection or performance and shall be
unconditional and absolute, irrespective of the validity, regularity or
enforceability of such Security or the Indenture or any limitation of the
Company thereunder or any limitation on the method or terms of payment
thereunder which may now or hereafter be caused or imposed in any manner
whatsoever, the absence of any action to enforce the same, any waiver or consent
by the Holder of such Security or by the Trustee with respect to any provisions
thereof or of the Indenture, the obtaining of any judgment against the Company
or any action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a guarantor.
The Guarantor hereby waives the benefits of division and discussion, diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest or notice with respect to such Security or the
indebtedness evidenced thereby and all demands whatsoever, and covenants that
this Guarantee will not be discharged except by


                                      -13-

complete performance of the obligations contained in such Security and in this
Guarantee.

          Without limiting the generality of the foregoing, the Guarantor hereby
agrees that the obligations of the Guarantor hereunder shall not be released,
affected or impaired by assignment or transfer in whole or in part of the
Security whether or not made without notice to or the consent of the Guarantor
and shall not be subject to any reduction, limitation, impairment or termination
for any reason, including any claim of waiver, release, surrender, alteration or
compromise, and shall not be subject to any defense of, including, but not
limited to, setoff, counterclaim, recoupment or termination whatsoever, and that
such obligations shall not be released, affected or impaired regardless of
whether or not any Holder, including the Holder of the Security, or anyone on
behalf of any such Holder shall have instituted any suit, action or proceeding
or exhausted its remedies or taken any steps to enforce any rights against the
Company or any other person to compel any such performance or observance or to
collect all or part of any such amount, either pursuant to the provisions of the
Indenture or the Security or at law or in equity, and regardless of any other
condition or contingency, or by reason of the invalidity, illegality or
unenforceability of the Security or the Indenture or otherwise and that such
obligations shall not be discharged or impaired or otherwise affected by the
failure of the Trustee or any Holder of such Security to assert any claim or
demand or to enforce any remedy under the Indenture or such Security, any other
guarantee or any other agreement, by any waiver, amendment, indulgence or
modification (whether material or otherwise) of any provision of any thereof, by
any default, failure or delay, willful or otherwise, in the performance of any
obligations under the Indenture, the Security or this Guarantee, or by the
voluntary or involuntary liquidation, sale or other disposition of all or
substantially all of the assets of the Company or the Guarantor, or any
receivership, insolvency, bankruptcy, reorganization, or other similar
proceedings, affecting the Company or any of its assets, or the release of any
property from the lien and security interest created by the Indenture or the
Security or of any other security for the Security, or the release or discharge
of the Company or the Guarantor from the performance or observance of any
agreement, covenant, term or condition contained in the Indenture or the
Security by operation of law, or the merger or consolidation of the Company or
the Guarantor, or any other cause, whether similar or dissimilar to the
foregoing, or by any other act or omission that may or might in any manner or to
the extent vary the risk or obligations of the Guarantor or that would otherwise
operate as a discharge or a surety or guarantor as a matter of law or equity
(other than the performance of the obligations contained in such Security and in
this Guarantee).

          The Holder of the Security upon which this Guarantee is endorsed is
entitled to the further benefits relating hereto set forth in the Indenture. No
reference herein to the Indenture and no provision of this Guarantee or of the
Indenture shall alter or impair the guarantee of the Guarantor, which is
absolute and unconditional, of the due and punctual payment of the principal of
and interest, or any such other payments, on the Security upon which this
Guarantee is endorsed.


                                      -14-

          This Guarantee shall be governed by and construed in accordance with
the laws of the State of New York, without giving effect to the conflicts of
laws principles thereof.

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

          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.


                                      -15-

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

                                        PLATINUM UNDERWRITERS HOLDINGS, LTD.


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


Attest:


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

     Section 2.3 Form of Trustee's Certificate of Authentication. The Trustee's
Certificate of Authentication on all Securities shall be in substantially the
following form:

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

                                        JPMORGAN CHASE BANK, N.A., AS TRUSTEE


                                        By
                                           -------------------------------------
                                           Authorized Officer

     Section 2.4 Form of Trustee's Certificate of Authentication by an
Authenticating Agent.

          If at any time there shall be an Authenticating Agent appointed with
respect to any series of Securities, then the Trustee's Certificate of
Authentication by such Authenticating Agent on all Securities of each such
series shall be in substantially the following form:

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

                                        JPMORGAN CHASE BANK, N.A., AS TRUSTEE

                                        BY [NAME OF AUTHENTICATING AGENT],
                                           AUTHENTICATING AGENT


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

     Section 2.5 Securities Issuable in the Form of Global Securities. (a) If
the Company shall establish pursuant to Section 3.1 that the Securities of a
particular series


                                      -16-

are to be issued in whole or in part as one or more Global Securities, then the
Company shall execute, and the Trustee shall, in accordance with Section 3.3 and
the Company Order deliver to the Trustee thereunder, authenticate and make
available for delivery, one or more Global Securities, each of which (i) shall
represent an aggregate principal amount equal to the aggregate principal amount
of the Outstanding Securities of such series to be represented by such Global
Security and may also provide that the aggregate amount of Outstanding
Securities represented thereby may from time to time be increased or reduced to
reflect exchanges, (ii) shall be registered in the name of the Depository or its
nominee, (iii) shall be delivered by the Trustee to the Depository or pursuant
to the Depository's instruction and (iv) if required by the Depository, shall
bear a legend reflecting the Depository's interest in such Global Security.

     (b) Notwithstanding any provision of Section 3.6, any Global Security
thereof may be transferred, in whole but not in part, and in the manner provided
in Section 3.6, only to another nominee of the Depository for such series or
Tranche, or to a successor Depository for such series selected or approved by
the Company or to a nominee of such successor Depository.

     (c) If at any time the Depository for Securities of a series or Tranche
thereof notifies the Company that it is unwilling or unable to continue as
Depository for Securities of such series or Tranche or if at any time the
Depository shall no longer be registered or in good standing under the Exchange
Act, or other applicable statute or regulation, and a successor Depository is
not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such condition, as the case may be, this Section
shall no longer be applicable to the Securities of such series or Tranche and
the Company will execute, and the Trustee, upon receipt of a Company Order for
the authentication and delivery of individual Securities of such series or
Tranche, will authenticate and make available for delivery, Securities of such
series or Tranche, in authorized denominations, and in an aggregate principal
amount equal to the aggregate principal amount of the Global Security or Global
Securities of such series or Tranche in exchange for such Global Security or
Global Securities.

          The Company may at any time determine that Securities of any series or
Tranche thereof shall no longer be represented by one or more Global Securities
and that the provisions of this Section shall no longer apply to the Securities
of such series or Tranche. In such event the Company will execute and the
Trustee, upon receipt of a Company Order for the authentication and delivery of
individual Securities of such series or Tranche, will authenticate and make
available for delivery Securities of such series or Tranche, in authorized
denominations, and in an aggregate principal amount equal to the aggregate
principal amount of the Global Security or Global Securities of such series or
Tranche in exchange for such Global Security.

          If specified by the Company pursuant to Section 3.1 with respect to a
series of Securities or Tranche thereof, the Depository for such series or
Tranche may surrender a Global Security for such series or Tranche in exchange
in whole or in part for individual Securities of such series or Tranche on such
terms as are acceptable to the


                                      -17-

Company and such Depository. Thereupon, the Company shall execute, and the
Trustee shall authenticate and make available for delivery, without service
charge,

               (i) to each Person specified by such Depository a new individual
     Security or Securities of the same series or Tranche, of any authorized
     denomination as requested by such Person in aggregate principal amount
     equal to and in exchange for such Persons' beneficial interest in the
     Global Security; and

               (ii) to such Depository a new Global Security in a denomination
     equal to the difference, if any, between the principal amount of the
     surrendered Global Security and the aggregate principal amount of
     individual Securities delivered to Holders thereof.

          In any exchange provided for in any of the preceding paragraphs of
this Section, the Company will execute and the Trustee will authenticate and
make available for delivery individual Securities in registered form in
authorized denominations.

          Upon the exchange of a Global Security for individual Securities, such
Global Security shall be cancelled by the Trustee. Individual Securities issued
in exchange for a Global Security pursuant to this Section shall be registered
in such names and in such authorized denominations as the Depository for such
Global Security shall instruct the Trustee. The Trustee shall make such
Securities available for delivery to the Persons in whose names such Securities
are so registered.

                                   ARTICLE 3

                                 THE SECURITIES

     Section 3.1 Amount Unlimited; Issuable in Series. The aggregate principal
amount of Securities which may be authenticated and delivered under this
Indenture is unlimited.

          The Securities may be issued from time to time in one or more series
and each such series shall rank equally and pari passu with the Securities of
each other series, but all Securities issued hereunder and the payment of
principal of an interest on any Securities shall be subordinate and junior in
right of payment to the extent and in the manner set forth in Article 17 to all
Senior Indebtedness. With respect to the Securities of any particular series,
there shall be established in, or pursuant to the authority granted in, a
resolution of the Company's Board of Directors, and set forth in an Officers'
Certificate of the Company, or established in one or more indentures
supplemental hereto prior to the issuance of Securities and the Guarantees to be
endorsed thereon of a series:

     (a) the form of the Securities of the series;

     (b) the title of the Securities of the series (which shall distinguish the
Securities of the series from all other Securities);


                                      -18-

     (c) any limit upon the aggregate principal amount of the Securities of the
series that may be authenticated and delivered under this Indenture (except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of the series pursuant to Section
2.5, Section 3.6, Section 3.7, Section 3.10 or Section 14.3);

     (d) the date or dates on which the Securities of the series may be issued;

     (e) the date or dates, which may be serial, on which the principal of, and
premium, if any, on, the Securities of the series are payable;

     (f) the rate or rates, or the method of determination thereof, at which the
Securities of the series shall bear interest, if any, any Overdue Rate
(including the rate or rates at which overdue principal shall bear interest, if
different from the rate or rates at which such Securities shall bear interest
prior to Maturity, and, if applicable, the rate or rates at which overdue
premium or interest shall bear interest, if any); any formulary or other method
or other means by which any such rate or rates shall be determined, by reference
to an index or other fact or event ascertainable outside this Indenture or
otherwise; the date or dates from which such interest shall accrue and the
method or methods, if any, by which such date or dates are to be determined, the
Interest Payment Dates on which such interest shall be payable and the Regular
Record Date, if other than as set forth in Section 3.8, for the determination of
Holders to whom interest is payable, whether and under what circumstances
Additional Amounts (in addition to those set forth in Section 4.4) on such
Securities or any of them shall be payable, the notice, if any, to Holders
regarding the determination of interest on a floating rate Security, and the
manner of giving such notice, and the basis upon which interest shall be
calculated if other than that of a 360-day year of twelve 30-day months;

     (g) the place or places where the principal of, and premium, if any, and
interest on or any Additional Amounts, if any, with respect to such Securities
of the series shall be payable (if other than as provided in Section 4.2);

     (h) the provisions, if any, establishing the price or prices at which, the
date or dates on which, the period or periods within which and the terms and
conditions upon which Securities of the series may be redeemed, in whole or in
part, at the option of the Company, pursuant to any sinking fund or otherwise;

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

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


                                      -19-

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

     (l) whether the Securities of the series are to be issued as Original Issue
Discount Securities and, if so, the amount of the discount with respect thereto;

     (m) if other than the principal amount thereof, the portion of the
principal amount of the Securities of the series which shall be payable upon
declaration of acceleration with respect thereto pursuant to Section 6.1 or
payable in bankruptcy pursuant to Section 6.2;

     (n) any Events of Default or restrictive covenants provided for with
respect to the Securities of the series, if other than as set forth in Section
6.1, ARTICLE 4 and ARTICLE 11;

     (o) in case the Securities of the series do not bear interest, the
applicable dates for the purpose of Section 5.1(a);

     (p) whether either or both of Section 12.2(b) relating to defeasance or
Section 12.2(c) relating to covenant defeasance shall not be applicable to the
Securities of such series, or any covenants in addition to those specified in
Section 12.2(c) relating to the Securities of such series which shall be subject
to covenant defeasance, and any deletions from, or modifications or additions
to, the provisions of ARTICLE 12 in respect of the Securities of such series;

     (q) any trustees, paying agents, transfer agents or registrars with respect
to the Securities of the series;

     (r) whether the Securities of the series are issuable in whole or in part
as one or more Global Securities and, in such case, the identity of the
Depository for such Global Security or Global Securities;

     (s) any restrictions on registrations of transfer with respect to the
Securities of the series and any legend reflecting such restrictions to be
placed on such Securities;

     (t) if the amount of payment of principal of, and premium, if any, or
interest on or Additional Amounts, if any, with respect to such Securities of
the series may be determined with reference to an index, formula or other
method, and, if so, the terms and conditions upon which and the manner in which
such amounts shall be determined;

     (u) any exceptions to Section 13.8 or in the definition of "Business Day"
with respect to the Securities of the series;


                                      -20-

     (v) if other than U.S. dollars, the Foreign Currency in which the
Securities of such series shall be denominated and in which payments or
principal of, and any premium or interest on or Additional Amounts with respect
to, such Securities shall or may be payable;

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

     (x) any other terms of the series and any other modifications or additions
to this Indenture in respect of such Securities (which terms shall not be
contrary to the provisions of this Indenture).

          With respect to Securities of a series subject to a Periodic Offering,
such resolution of the Board of Directors of the Company or indenture
supplemental hereto may provide general terms or parameters and may provide that
the specific terms of particular Securities, and the Persons authorized to
determine such terms or parameters, may be determined in accordance with or
pursuant to the Company Order referred to in Section 3.3.

          All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in, or
pursuant to the authority granted in, such resolution of the Board of Directors
of the Company or in any such indenture supplemental hereto.

          Anything herein to the contrary notwithstanding, the Trustee shall be
under no obligation to authenticate and deliver Securities of any series the
terms of which, established as contemplated by this Section, would affect the
rights, duties, obligations, liabilities or immunities of the Trustee under this
Indenture.

     Section 3.2 Form and Denominations. In the absence of any specification
pursuant to Section 3.1 with respect to the Securities of any series, the
Securities of such series shall be issuable in fully registered form, without
coupons, with a Guarantee endorsed therein, in denominations of $1,000 and any
integral multiple thereof.

     Section 3.3 Authentication, Dating and Delivery of Securities. At any time
and from time to time after the original execution and delivery of this
Indenture, the Company may deliver Securities of any series, executed by the
Company, and endorsed by the Guarantor, to the Trustee for authentication.
Except as otherwise provided in this


                                      -21-

Article, the Trustee shall thereupon authenticate and make available for
delivery, or cause to be authenticated and delivered, said Securities to or upon
a Company Order, without any further action by the Company; provided, however,
that the Trustee shall authenticate and make available for delivery Securities
of such series for original issue from time to time in the aggregate principal
amount established for such series pursuant to such procedures, acceptable to
the Trustee and to such recipients, as may be specified from time to time by a
Company Order. The maturity dates, original issue dates, interest rates and any
other terms of the Securities of such series shall be determined by or pursuant
to such Company Order and procedures. If provided for in such procedures, such
Company Order may authorize authentication and delivery pursuant to oral
instructions from the Company or its duly authorized agent, which instructions
shall be promptly confirmed in writing.

          In authenticating such Securities and accepting the responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, prior to the initial authentication of such Securities, and
(subject to Section 7.1) shall be fully protected in relying upon:

     (a) a Board Resolution of the Company and the Guarantor relating thereto;

     (b) an Officers' Certificate of the Company or an executed supplemental
indenture setting forth the terms of such Securities as provided in Section 3.1;

     (c) an Officers' Certificate of the Company which shall state that all
conditions precedent provided for in this Indenture relating to the issuance of
such Securities have been complied with, that no Event of Default with respect
to any series of Securities has occurred and is continuing and that the issuance
of such Securities does not constitute and will not result in (i) any Event of
Default or any event or condition, which, upon the giving of notice or the lapse
of time or both, would become an Event of Default or (ii) any default under the
provisions of any other instrument or agreement by which the Company is bound;
and

     (d) an Opinion of Counsel of the Company and the Guarantor, which shall
state:

               (i) that the form and the terms of such Securities have been duly
     authorized by the Company and the Guarantor and have been established in
     conformity with the provisions of this Indenture;

               (ii) that such Securities, when authenticated and delivered by
     the Trustee and issued by the Company and endorsed by the Guarantor in the
     manner and subject to any conditions specified in such Opinion of Counsel,
     will constitute valid and binding obligations of the Company and the
     Guarantor enforceable against the Company and the Guarantor in accordance
     with their terms, except to the extent enforceability may be limited by
     applicable bankruptcy, insolvency, reorganization, moratorium, arrangement,
     fraudulent conveyance, fraudulent transfer and other similar laws affecting
     the enforcement


                                      -22-

     of creditors' rights generally and by general principles of equity
     (regardless of whether enforceability is considered in a proceeding in
     equity or at law);

               (iii) that no consent, approval, authorization, order,
     registration or qualification of or with any court or any governmental
     agency or body having jurisdiction over the Company or the Guarantor is
     required for the execution and delivery of such Securities by the Company
     and the Guarantor, except such as have been obtained (and except that no
     opinion need be expressed as to state securities or "blue sky" laws); and

               (iv) all applicable laws and requirements in respect of the
     execution and delivery by the Company and the Guarantor of such Securities
     have been complied with;

          Notwithstanding the provisions of Section 3.1 and of the immediately
preceding paragraph, with respect to Securities of a series subject to a
Periodic Offering, the Trustee shall be entitled to receive the Officers'
Certificate of the Company otherwise required pursuant to Section 3.3(c) and the
Opinion of Counsel required by this Section 3.3(d) only once at or prior to the
time of the first authentication and delivery of such Securities (provided that
such Opinion of Counsel addresses the authentication and delivery of all such
Securities) and that, in lieu of the opinions described in clauses (ii) and
(iii) above, Counsel may opine that:

               (x) when the terms of such Securities shall have been established
     pursuant to a Company Order or Orders or pursuant to such procedures as may
     be specified from time to time by a Company Order or Orders, all as
     contemplated by and in accordance with the instrument or instruments
     delivered pursuant to clause (i) above, such terms will have been duly
     authorized by the Company and the Guarantor and will have been established
     in conformity with the provisions of this Indenture; and

               (y) when such Securities shall have been authenticated and
     delivered by the Trustee in accordance with this Indenture and the Company
     Order or orders or the specified procedures referred to in paragraph (x)
     above and issued and delivered by the Company and endorsed by the Guarantor
     in the manner and subject to any conditions specified in such Opinion of
     Counsel, such Securities will constitute valid obligations of the Company
     and the Guarantor enforceable against the Company and the Guarantor in
     accordance with their terms except to the extent enforceability may be
     limited by applicable bankruptcy, insolvency, reorganization, moratorium
     and other similar laws affecting the enforcement of creditors rights
     generally and by the effect of general principles of equity (regardless of
     whether enforceability is considered in a proceeding in equity or at law).

          With respect to Securities of a series subject to a Periodic Offering,
the Trustee may conclusively rely, as to the authorization by the Company and
the Guarantor of any of such Securities, the forms and terms thereof, the
validity thereof and the


                                      -23-

compliance of the authentication and delivery thereof with the terms and
conditions of this Indenture, upon the Opinion or Opinions of Counsel, the
Officers' Certificate of the Company and the certificates and other documents
delivered pursuant to this Section 3.3 at or prior to the time of the first
authentication and delivery of Securities of such series until any of such
opinions, certificates or other documents have been superseded or revoked or
expire by their terms; provided, however, that any request by the Company to the
Trustee to authenticate and deliver Securities of such series shall constitute a
representation and warranty by the Company that as of the date of such request
the statements made in the most recent Officers' Certificate of the Company
delivered pursuant to Section 3.3(c) are true and correct as if made on and as
of the date thereof.

          The Trustee shall have the right to decline to authenticate and make
available for delivery any Securities under this Section if the Trustee, being
advised by counsel reasonably acceptable to the Trustee and the Company,
determines that such action would expose the Trustee to personal liability.

          Each Security shall be dated the date of its authentication, except as
otherwise provided pursuant to Section 3.1 with respect to the series of which
such Security is a part and except that any substitute Security under Section
3.7 shall be dated so that neither gain nor loss in interest shall result from
any mutilation, destruction, loss or theft of the relevant Predecessor Security.

     Section 3.4 Execution of Securities. The Securities shall be signed in the
name of and on behalf of the Company by both (a) its chairman, vice chairman,
president, any vice president, chief executive officer or chief financial
officer and (b) its chief financial officer, chief operating officer, treasurer,
any assistant treasurer, its secretary or any assistant secretary, under its
corporate seal which may, but need not, be attested. Such signatures may be the
manual or facsimile signatures of such officers. The seal of the Company may be
in the form of a facsimile thereof and may be impressed, affixed, imprinted or
otherwise reproduced thereon. Typographical and other minor errors or defects in
any such reproduction of the seal or any such signature shall not affect the
validity or enforceability of any Security that has been duly authenticated and
delivered by the Trustee.

          In case any officer of the Company who shall have signed any of the
Securities shall cease to be such officer before the Security so signed shall be
authenticated and delivered by or on behalf of the Trustee or disposed of by the
Company, such Securities nevertheless may be authenticated and delivered or
disposed of as though the Person who signed such Securities had not ceased to be
such officer of the Company; and any Security may be signed on behalf of the
Company by such Persons as, at the actual date of the original execution of such
Security, shall be the proper officers of the Company, although at the date of
the original execution and delivery of this Indenture, or at the date of such
Security, any such Person was not such an officer. Reference is made to ARTICLE
16 hereof concerning the execution and delivery of the Guarantee.


                                      -24-

     Section 3.5 Certificate of Authentication. Neither any Security nor the
Guarantee endorsed thereon shall be entitled to the benefits of this Indenture
or be valid or obligatory for any purpose, unless there appears on such Security
a certificate of authentication substantially in the form hereinbefore recited,
executed by or on behalf of the Trustee by manual signature. Such certificate by
or on behalf of the Trustee upon any Security executed by the Company shall be
conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the Holder is entitled to the
benefits of this Indenture.

     Section 3.6 Registration, Registration of Transfer and Exchange. Subject to
the conditions set forth below (and subject, with respect to Global Securities,
to Section 2.5), Securities of any series may be exchanged for a like aggregate
principal amount of Securities of the same series and having the same terms but
in other authorized denominations. Securities to be exchanged shall be
surrendered at the offices or agencies to be maintained for such purposes as
provided in Section 4.2, and the Company shall execute and the Trustee or any
Authenticating Agent shall authenticate and make available for delivery in
exchange therefor the Security or Securities which the Holder making the
exchange shall be entitled to receive having endorsed thereon a Guarantee or
Guarantees executed by the Guarantor.

          The Company shall keep or cause to be kept, at one of said offices or
agencies maintained pursuant to Section 4.2, a register for each series of
Securities issued hereunder (hereinafter collectively referred to as the
"Securities Register") in which, subject to such reasonable regulations as it
may prescribe, the Company shall, subject to the provisions of Section 2.5,
provide for the registration of Securities of such series and shall register the
transfer of Securities of such series as in this Article provided. The
Securities Register shall be in written form or in any other form capable of
being converted into written form within a reasonable time. The Trustee is
hereby appointed as the initial "Securities Registrar" for the purpose of
registering Securities and registering transfers of Securities as herein
provided. Subject to the provisions of Section 2.5, upon surrender for
registration of transfer of any Security of any series at any such office or
agency, the Company shall execute and the Trustee or any Authenticating Agent
shall authenticate and make available for delivery in the name of transferee or
transferees a new Security or Securities of the same series for an equal
aggregate principal amount having endorsed thereon a Guarantee or Guarantees
executed by the Guarantor.

          The Company shall have the right to remove and replace from time to
time the Security Registrar for any series of Securities; provided that no such
removal or replacement shall be effective until a successor Security Registrar
with respect to such series of Securities shall have been appointed by the
Company and shall have accepted such appointment by the Company. In the event
that the Trustee shall not be or shall cease to be Security Registrar with
respect to a series of Securities, it shall have the right to examine the
Security Register for such series at all reasonable times. There shall be only
one Security Register for each series of Securities.

          All Securities presented for registration of transfer or for exchange,
redemption or payment shall (if so required by the Company or the Securities
Registrar)


                                      -25-

be duly endorsed by, or be accompanied by a written instrument or instruments of
transfer in form satisfactory to the Company and the Securities Registrar duly
executed by, the Holder thereof or his attorney duly authorized in writing.

          Each Security issued upon registration of transfer or exchange of
Securities pursuant to this Section shall be the valid obligation of the Company
and the Guarantor, evidencing the same indebtedness and entitled to the same
benefits under this Indenture as the Security or Securities surrendered upon
registration of such transfer or exchange.

          No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company or the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 3.10, Section 10.6 or Section 14.3 not
involving any transfer.

          The Company shall not be required (a) to issue, exchange or register
the transfer of any Securities of any series during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of such series and ending at the close of business on
the day of such mailing, or (b) to exchange or register the transfer of any
Securities selected, called or being called for redemption except, in the case
of any Security to be redeemed in part, the portion thereof not to be redeemed.

     Section 3.7 Mutilated, Destroyed, Lost and Stolen Securities. In case any
temporary or definitive Security shall become mutilated (whether by defacement
or otherwise) or be destroyed, lost or stolen, and in the absence of notice to
the Company or the Trustee that such Security has been acquired by a protected
purchaser, the Company shall, except as otherwise provided in this Section,
execute, and upon a Company Request, the Trustee shall authenticate and make
available for delivery, a new Security of the same series, tenor and principal
amount, having endorsed thereon a Guarantee executed by the Guarantor and
bearing a number, letter or other distinguishing symbol not contemporaneously
outstanding, in exchange and substitution for the mutilated Security, or in lieu
of and in substitution for the Security so destroyed, lost or stolen. In every
case the applicant for a substituted Security shall furnish to the Company, the
Guarantor and to the Trustee and any agent of the Company, the Guarantor or the
Trustee such security or indemnity as may be required by them to save each of
them harmless, and, in every case of destruction, loss or theft, the applicant
shall also furnish to the Company, the Guarantor and the Trustee and any agent
of the Company, the Guarantor or the Trustee evidence to their satisfaction of
the destruction, loss or theft of such Security and of the ownership thereof.

          Upon the issuance of any substitute 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


                                      -26-

(including the fees and expenses of the Trustee or any Authenticating Agent)
connected therewith.

          In case any Security which has matured or is about to mature or has
been called for redemption in full shall become mutilated or be destroyed, lost
or stolen, the Company may, instead of issuing a substitute Security, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated Security). In every case, the applicant for such payment shall
furnish to the Company and to the Trustee and any agent of the Company or the
Trustee such security or indemnity as any of them may require to save each of
them harmless, and, in every case of destruction, loss or theft, the applicant
shall also furnish to the Company and the Trustee and any agent of the Company
or the Trustee evidence to their satisfaction of the destruction, loss or theft
of such Security and of the ownership thereof.

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

     Section 3.8 Payment of Interest and Certain Additional Amounts; Interest
Rights and Certain Additional Amounts Preserved. The Holder of any Securities at
the close of business on the Regular Record Date with respect to any Interest
Payment Date shall be entitled to receive the interest, if any, and any
Additional Amounts payable on such Interest Payment Date notwithstanding the
cancellation of such Securities upon any registration of transfer or exchange
subsequent to the Regular Record Date and prior to such Interest Payment Date,
and, if provided for in the Board Resolution or supplemental indenture pursuant
to Section 3.1, in the case of a Security issued between a Regular Record Date
and the initial Interest Payment Date relating to such Regular Record Date,
interest for the period beginning on the date of issue and ending on such
initial Interest Payment Date shall be paid to the Person to whom such Security
shall have been originally issued. Except as otherwise specified as contemplated
by Section 3.1, for Securities of a particular series the term "Regular Record
Date" as used in this Section with respect to any Interest Payment Date shall
mean the close of business on the last day of the calendar month preceding such
Interest Payment Date if such Interest Payment Date is the fifteenth day of a
calendar month and shall mean the close of business on the fifteenth day of the
calendar month preceding such Interest Payment Date if such Interest


                                      -27-

Payment Date is the first day of a calendar month, whether or not such day shall
be a Business Day. At the option of the Company, payment of interest on any
Security may be made by check mailed to the address of the Person entitled
thereto (which shall be the Depository in the case of Global Securities) as such
address shall appear in the Securities Register.

          If and to the extent the Company shall default in the payment of the
interest due or any Additional Amounts on such Interest Payment Date in respect
of any Securities, such defaulted interest shall be paid by the Company at its
election in each case, as provided in clause (a) or (b) below:

     (a) The Company may make payment of any defaulted interest to the Holder of
Securities at the close of business on a Special Record Date established by
notice given by mail, by or on behalf of the Company, to such Holder not less
than 15 days preceding such Special Record Date, such Special Record Date to be
not less than 10 days preceding the date for payment of such defaulted interest.

     (b) The Company 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 the Securities of such series
may be listed, and upon such notice as may be required by such exchange, if,
after notice given by the Company to the Trustee of the proposed payment
pursuant to this clause, such manner of payment shall be deemed practicable by
the Trustee.

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

     Section 3.9 Cancellation of Securities; Destruction Thereof. All Securities
surrendered for payment, redemption, registration of transfer or exchange, or
for credit against any payment in respect of a sinking or analogous fund, shall,
if surrendered to the Company or the Guarantor or any Paying Agent or any
Securities Registrar, be delivered to the Trustee for cancellation or, if
surrendered to the Trustee, shall be cancelled by it, and no Securities shall be
issued in lieu thereof except as expressly permitted by any of the provisions of
this Indenture. The Trustee shall, unless instructed to deliver the Securities
to the Company in a Company Order, destroy such cancelled Securities and, upon
the Company's written request, deliver certification of their destruction to the
Company. If the Company or the Guarantor shall acquire any of the Securities,
such acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Securities unless and until the same are
delivered to the Trustee for cancellation.

     Section 3.10 Temporary Securities. Pending the preparation by the Company
of definitive Securities of any series, the Company may execute and the Trustee
shall authenticate and make available for delivery in the manner provided in
Section 3.3, temporary Securities for such series (printed, lithographed,
typewritten or otherwise


                                      -28-

reproduced, in each case in form satisfactory to the Trustee). Temporary
Securities of any series shall be issuable in any authorized denomination, and
substantially in the form of the definitive Securities of such series in lieu of
which they are issued and having endorsed thereon Guarantees executed by the
Guarantor substantially in the form of the definitive Guarantees, but with such
omissions, insertions and variations as may be appropriate for temporary
securities, all as may be determined by the Company with the concurrence of the
Trustee. Temporary Securities and Guarantees may contain such reference to any
provisions of this Indenture as may be appropriate. Every temporary Security
shall be executed by the Company and be authenticated by the Trustee upon the
same conditions and in substantially the same manner, and with like effect, as
the definitive Securities. Without unreasonable delay the Company shall execute
and shall furnish definitive Securities of such series and thereupon temporary
Securities of such series may be surrendered in exchange therefor without charge
at the Corporate Trust Office of the Trustee, and the Trustee shall authenticate
and make available for delivery in exchange for such temporary Securities an
equal aggregate principal amount of definitive Securities of the same series.
Such exchange shall be made by the Company at its own expense and without any
charge therefor except that in case of any such exchange involving any
registration of transfer the Company may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto. 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 authenticated and delivered hereunder.

     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 shall be computed on the basis of a 360-day year of
twelve 30-day months.

     Section 3.12 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 as a convenience to Holders as
set-forth in Section 14.2. The Company shall promptly notify the Trustee in
writing of any change in "CUSIP" numbers.

                                   ARTICLE 4

                            COVENANTS OF THE COMPANY

          The Company covenants and agrees for the benefit of each series of
Securities (except to the extent that any series of Securities is excluded from
the benefits of any of such covenants pursuant to Section 3.1(n)) that on and
after the date of original execution of this Indenture and so long as any of the
Securities of such series remain Outstanding:

     Section 4.1 Payment of Securities. The Company will duly and punctually pay
or cause to be paid the principal of any premium and interest on, and any
Additional Amounts with respect to the Securities of such series at the place or
places, at the respective times and in the manner provided in such Securities
and in the Indenture.


                                      -29-

     Section 4.2 Offices or Agency. So long as any of the Securities remain
Outstanding, the Company will maintain in the Borough of Manhattan, The City of
New York, New York, an office or agency where such Securities may be presented
or surrendered for payment, where such Securities may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of such Securities and this Indenture may be served,
which office or agency shall initially be the Corporate Trust Office of the
Trustee or, if the Corporate Trust Office of the Trustee is not located in the
Borough of Manhattan, The City of New York, such office or agency shall be the
principal corporate trust office of the Authenticating Agent designated pursuant
to Section 7.14 hereof. The Company 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 shall fail to maintain such required office or agency or shall
fail to furnish the Trustee with the required information with respect thereto,
presentations, surrenders, notices and demands in respect of Securities may be
made or served at the Corporate Trust Office of the Trustee and the corporate
trust office of any Authenticating Agent appointed hereunder; and the Company
hereby appoints the Trustee and any Authenticating Agent appointed hereunder its
agents to receive all such presentations, surrenders, notices and demands.

          The Company may also from time to time designate one or more other
offices or agencies (in or outside The City of New York) where the Securities of
one or more series, or any Tranche thereof may be presented or surrendered for
any or all of such purposes, and may from time to time rescind such designation;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain for such purposes an office or
agency in the Borough of Manhattan, The City of New York. The Company will
promptly notify the Trustee in writing of any such designation or rescission
thereof.

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

     Section 4.3 Money for Securities Payments to Be Held in Trust. If the
Company or the Guarantor shall at any time act as its own Paying Agent with
respect to any series of Securities, it shall, on or before each due date of the
principal of, any premium or interest on or Additional Amounts with respect to
any of the Securities of such series, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum in the currency or currencies,
currency unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 3.1 for the Securities of such series) sufficient to pay the principal
or any premium, interest or Additional Amounts so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided, and
shall promptly notify the Trustee in writing of its action or failure so to act.


                                      -30-

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

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

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

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

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

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

          Anything in this Section to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section is subject to the
provisions of Section 12.3, Section 12.4 and Section 12.5.

     Section 4.4 Additional Amounts. All payments of principal of and premium,
if any, interest and any other amounts on, or in respect of, the Securities of
any series shall be made without withholding or deduction at source for, or on
account of, any present or future taxes, fees, duties, assessments or
governmental charges of whatever nature imposed or levied by or on behalf of
Bermuda or any other jurisdiction in which the


                                      -31-

Company or the Guarantor is organized (each, a "taxing jurisdiction") or any
political subdivision or taxing authority thereof or therein, unless such taxes,
fees, duties, assessments or governmental charges are required to be withheld or
deducted by (i) the laws (or any regulations or ruling promulgated thereunder)
of a taxing jurisdiction or any political subdivision or taxing authority
thereof or therein or (ii) an official position regarding the application,
administration, interpretation or enforcement of any such laws, regulations or
rulings (including, without limitation, a holding by a court of competent
jurisdiction or by a taxing authority in a taxing jurisdiction or any political
subdivision thereof).

          If a withholding or deduction at source is required, the Company or
the Guarantor shall, subject to certain 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 of principal, premium, if any, interest or
any other amount made to such Holder, after such withholding or deduction, shall
not be less than the amount provided for in such Security and this Indenture to
be then due and payable; provided, however, that the Company and the Guarantor
shall not be required to make payment of such Additional Amounts for or on
account of:

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

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

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


                                      -32-

     (d) any withholding or deduction required to be made pursuant to any EU
Directive on the taxation of savings implementing the conclusions of the ECOFIN
Council meetings of 26-27 November 2000, 3 June 2003 or any law implementing or
complying with, or introduced in order to confirm to, such EU Directive; or

     (e) any combination of items (a), (b), (c) and (d).

          In addition, the Company shall not be required to pay Additional
Amounts if a payment on a Security is reduced as a result of any tax, assessment
or other governmental charge that is imposed and withheld at source solely by
reason of the Holder (1) being or having been a foreign private foundation or
other foreign tax-exempt organization, (2) owning or having owned, actually or
constructively, 10% or more of the total combined voting power of all classes of
shares of the Company entitled to vote, (3) being or having been a "controlled
foreign corporation" with respect to which the Company is a "related person"
within the meaning of the Internal Revenue Code of 1986, as amended (the
"Code"), (4) being or having been a bank receiving the interest pursuant to a
loan agreement in the ordinary course of its trade or business or (e) any
combination of items (a), (b), (c) and (d) above and (1), (2), (3), and (4) as
contained herein.

          Further, neither the Company nor the Guarantor shall pay Additional
Amounts with respect to any payment of principal of, or premium, if any,
interest or any other amounts on, any such Security to any Holder who is a
fiduciary, partnership, limited liability company, other fiscally transparent
entity or other than the sole beneficial owner of such note to the extent that
such a partner, member with respect to such a limited liability company or other
fiscally transparent entity, or beneficiary or settler with respect to such
fiduciary would not have been entitled to such additional amounts had it been
the Holder of the Security. Moreover, neither the Company nor the Guarantor
shall provide any indemnification to the extent that any fiduciary, partnership,
limited liability company, other fiscally transparent entity or other than the
sole beneficial owner of such note fails to withhold any amounts so required by
any relevant taxing jurisdiction.

          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
related Board Resolution of the applicable series, at least 10 days prior to the
first Interest Payment Date with respect to a series of Securities (or if the
Securities of such series shall not bear interest prior to Maturity, the first
day on which a payment of principal is made), and at least 10 days prior to each
date of payment of principal or interest if there


                                      -33-

has been any change with respect to the matters set forth in the below-mentioned
Officers' Certificate, the Company shall furnish to the Trustee and the
principal Paying Agent or Paying Agents, if other than the Trustee, an Officers'
Certificate of the Company 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 at source for or on account of
any tax, fee, duty, assessment or other governmental charge described in this
Section 4.4. If any such withholding at source shall be required, then such
Officers' Certificate shall specify by taxing jurisdiction the amount, if any,
required to be withheld on such payments to such Holders of Securities and the
Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts
required by this Section 4.4. The Company covenants to indemnify the Trustee and
any Paying Agent for, and to hold them harmless against, any loss, liability or
expense reasonably incurred without negligence or bad faith on their part
arising out of or in connection with actions taken or omitted by any of them in
reliance on any officers' Certificate furnished pursuant to this Section 4.4.

     Section 4.5 Redemption for Tax Purposes. The Company may redeem the
Securities at its option, in whole but not in part, at a Redemption Price equal
to 100% of the principal amount, together with accrued and unpaid interest and
Additional Amounts, if any, to the date fixed for redemption, at any time it
receives an opinion of counsel that as a result of (i) any change in or
amendment to the laws or treaties (or any regulations or rulings promulgated
under these laws or treaties) of Bermuda or any taxing jurisdiction (or of any
political subdivision or taxation authority affecting taxation) or any change in
the application or official interpretation of such laws, treaties, regulations
or rulings (including a holding, judgment or order by a court of competent
jurisdiction) which change on position becomes effective after the issuance of
the Securities, or (ii) any action taken by a taxing authority of Bermuda or any
taxing jurisdiction (or any political subdivision or taxing authority affecting
taxation) which action is generally applied or is taken with respect to the
Company or the Guarantor, or (iii) a decision rendered by a court of competent
jurisdiction in Bermuda or any taxing jurisdiction (or any political
subdivision) whether or not such decision was rendered with respect to the
Company or the Guarantor, there is a substantial probability that the Company
will be required as of the next Interest Payment Date to pay Additional Amounts
with respect to the Securities as provided in Section 4.4 and such requirements
cannot be avoided by the use of reasonable measures (consistent with practices
and interpretations generally followed or in effect at the time such measures
could be taken) then available. If the Company elects to redeem the Securities
under this provision, it will give written notice of such election to the
Trustee. If the Company elects to redeem the Securities under this provision it
will also mail a notice of redemption at least 30 days but no more than 60 days
before the Redemption Date to each Holder of the Securities to be redeemed.
Unless the Company defaults in the payment of the Redemption Price, on and after
the Redemption Date, interest will cease to accrue on the Securities or portions
thereof called for redemption. Any such redemption will be subject to ARTICLE 14
hereof.

     Section 4.6 Corporate Existence. Subject to ARTICLE 11, each of the Company
and the Guarantor shall do or cause to be done all things necessary to preserve


                                      -34-

and keep in full force and effect its legal existence and rights (charter and
statutory) and franchises; provided, however, that the foregoing shall not
obligate the Company or the Guarantor to preserve any such right or franchise if
the Company or the Guarantor, as the case may be, shall determine that the
preservation thereof is no longer desirable in the conduct of its business and
that the loss thereof is not disadvantageous in any material respect to any
Holder.

     Section 4.7 Certificates to Trustee. The Company will, within 120 days
after the end of each fiscal year, file with the Trustee an Officers'
Certificate of the Company complying with the provisions of the second paragraph
of Section 13.6, covering the period from the date of original execution of this
Indenture to [ ________ ] in the case of the first such certificate, and
covering the preceding calendar year in the case of each subsequent certificate,
and stating whether or not, to the knowledge of each of the signers, one of whom
shall be the principal executive officer, the principal financial officer or the
principal accounting officer, the Company has complied with the conditions and
covenants on its part contained in this Indenture, and, if the signers, to the
best of their knowledge, know of any event which is, or after notice or lapse of
time or both would become, a default by the Company in the performance,
observance or fulfillment of any such condition or covenant, specifying each
such default and the nature thereof. For the purpose of this Section, compliance
shall be determined without regard to any grace period or requirement of notice
provided pursuant to the terms of this Indenture.

          The Company shall deliver to the Trustee, within five days after the
occurrence thereof, written notice of any Event of Default or any event which
after notice or lapse of time or both would become an Event of Default pursuant
to clause (c) of Section 6.1.

     Section 4.8 Calculation of Original Issue Discount. The Company shall file
with the Trustee promptly at the end of each calendar year (i) a written notice
specifying the amount of original issue discount (including daily rates and
accrual periods) accrued on any Outstanding Original Issue Discount Securities
as of the end of such year and (ii) such other specific information relating to
such original issue discount as may then be relevant under the Code, as amended
from time to time.

                                   ARTICLE 5

                     SECURITYHOLDER LISTS AND REPORTS BY THE

                             COMPANY AND THE TRUSTEE

     Section 5.1 Company and Guarantor to Furnish Trustee Information as to
Names and Addresses of Securityholders. Each of the Company and the Guarantor
covenants and agrees that it will furnish or cause to be furnished to the
Trustee a list in such form as the Trustee may reasonably require of the names
and addresses of the Holders of the Securities of each series semiannually and
not later than June 30 and December 31 in each year, and at such other times as
the Trustee may request in writing, as of a date no more than 15 days prior to
the date such information is so furnished;


                                      -35-

provided that, if and so long as the Trustee shall be the Securities Registrar
for such series, such list shall not be required to be furnished.

     Section 5.2 Preservation and Disclosure of Securityholder Lists. (a) The
Trustee shall preserve, in as current a form as reasonably practicable, the
names and addresses of Securityholders contained in the most recent list
furnished to the Trustee as provided in Section 5.1 and the names and addresses
of Securityholders received by the Trustee in its capacity as Securities
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 5.1 upon receipt of a new list so furnished.

     (a) The rights of Securityholders to communicate with other Securityholders
with respect to their rights under this Indenture or under the Securities, and
the corresponding rights and duties of the Trustee, shall be provided by the
Trust Indenture Act.

     (b) Every Securityholder, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any
agent of either of them shall be held accountable by reason of any disclosure of
information as to names and addresses of Securityholders made pursuant to the
Trust Indenture Act.

     Section 5.3 Reports by the Company. The Company covenants:

     (a) to file with the Trustee, within 15 days after the Company is required
to file the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may from time to time by rules and regulations
prescribe) which the Company may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company
is not required to file information, documents or reports pursuant to either of
such Sections, then to file with the Trustee and the Commission, in accordance
with rules and regulations prescribed from time to time by the Commission, such
of the supplementary and periodic information, documents and reports which may
be required pursuant to Section 13 of the Exchange Act in respect of a security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations;

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

     (c) to transmit by mail to the Holders of Securities in the manner and to
the extent provided in Section 5.4 within 30 days after the filing thereof with
the Trustee, such summaries of any information, documents and reports required
to be filed by the Company pursuant to subsections (a) and (b) of this Section
as may be required to be transmitted to such Holders by rules and regulations
prescribed from time to time by the Commission.


                                      -36-

          The delivery of such reports, information and documents to the Trustee
pursuant to this Section 5.3 is for informational purposes only and the
Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers'
Certificates of the Company) other than with respect to Section 7.2.

     Section 5.4 Reports by the Trustee. (a) Within 60 days after May 15 in each
year following the date of original execution of this Indenture, so long as any
Securities are Outstanding hereunder, the Trustee shall transmit by mail (with a
copy to the Company and the Guarantor) to the Securityholders of such series in
the manner and to extent provided in Trust Indenture Act Section 313(c), a brief
report, as provided by the Trust Indenture Act Sections 313(a) and (b).

     (b) A copy of each such report shall, at the time of such transmission to
the Securityholders of any series, be furnished to the Company and be filed by
the Trustee with each stock exchange upon which the Securities of such series
are listed and also with the Commission. The Company agrees to notify the
Trustee promptly when and as the Securities of any series become admitted to
trading on any national securities exchange.

                                    ARTICLE 6

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

     Section 6.1 Event of Default Defined; Acceleration of Maturity; Waiver of
Default. "Event of Default", with respect to the Securities of any series,
wherever used herein, means each one of the following events which shall have
occurred and be continuing (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body), unless it is either
inapplicable to a particular series or it is specifically deleted or modified in
the applicable resolution of the Board of Directors of the Company or in the
supplemental indenture under which such series of Securities is issued, as the
case may be, as contemplated by Section 3.1:

     (a) default in the payment of any interest on any of the Securities of such
series, or any Additional Amounts payable with respect thereto, as and when the
same shall become due and payable, and continuance of such default for a period
of 30 days and the time for payment of such interest or Additional Amounts has
not been extended; provided, however that if the Company is permitted by the
terms of the Securities of the applicable series to defer the payment in
question, the date on which such payment is due and payable shall be the date on
which the Company is required to make payment following such deferral, if such
deferral has been elected pursuant to the terms of the Securities of that
series; or


                                      -37-

     (b) default in the payment of the principal of or premium, if any, on any
of the Securities of such series as, or any Additional Amounts payable with
respect thereto, and when the same shall become due and payable at Maturity, and
the time for payment of such principal (or premium, if any), or any Additional
Amounts payable with respect thereto, has not been extended; provided, however,
that if the Company is permitted by the terms of the Securities of the
applicable series to defer the payment in question, the date on which such
payment is due and payable shall be the date on which the Company is required to
make payment following such deferral, if such deferral has been elected pursuant
to the terms of the Securities of that series; or

     (c) default in the performance or breach of any other covenant or warranty
of the Company or the Guarantor in respect of the Securities of such series
(other than a covenant or warranty in respect of the Securities of such series a
default in whose performance or observance is elsewhere in this Section
specifically dealt with), and continuance of such default for a period of 60
days after written notice has been given, by registered or certified mail, to
the Company and the Guarantor by the Trustee, or to the Company, the Guarantor
and the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of all series affected thereby, specifying such default
and requiring it to be remedied and stating that such notice is a "Notice of
Default" hereunder; or

     (d) default in the payment at Maturity of Indebtedness of the Company or
the Guarantor in excess of $50,000,000 or if any event of default as defined in
any mortgage, indenture or instrument under which there may be issued, or by
which there may be secured or evidenced, any Indebtedness of the Company or the
Guarantor (other than Indebtedness which is non-recourse to the Company or the
Guarantor) shall happen and shall result in the acceleration of more than
$50,000,000 in principal amount of such Indebtedness (after giving effect to any
applicable grace period) and such default shall not be cured or waived or such
acceleration shall not be rescinded or annulled within a period of 30 days after
written notice shall have been given, by registered or certified mail, to the
Company and the Guarantor by the Trustee or to the Company, the Guarantor and
the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of such series, specifying such default or event of
default and requiring the Company or the Guarantor, as the case may be, to cause
such default to be cured or waived or to cause such acceleration to be rescinded
or annulled or to cause such Indebtedness to be discharged and stating that such
notice is a "Notice of Default" hereunder; or

     (e) the Company or the Guarantor 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 $50,000,000, which is not stayed on appeal or is not
otherwise being appropriately contested in good faith; or

     (f) a court having jurisdiction in the premises shall enter a decree or
order for relief in respect of the Company or the Guarantor in an involuntary
case under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or, under any such law, (i) appointing a receiver,
liquidator, assignee, custodian, trustee or


                                      -38-

sequestrator (or similar official) of the Company or the Guarantor or for any
substantial part of its property or (ii) ordering the winding up or liquidation
of its affairs, and such decree or order shall remain unstayed and in effect for
a period of 60 consecutive days; or

     (g) the Company or the Guarantor shall commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or, under any such law, (i) consent to the entry of an order for relief
in an involuntary case under any such law, (ii) consent to the appointment or
taking possession by a receiver, liquidator, assignee, custodian, trustee or
sequestrator (or similar official) of the Company, the Guarantor or for any
substantial part of its property, or (iii) make any general assignment for the
benefit of creditors; or

     (h) default in the performance or breach of the conditions of Section 11.1
and Section 11.2, and the continuation of such violation for 60 days after
written notice has been given, by registered or certified mail, to the Company
and the Guarantor by the Trustee or to the Company, the Guarantor and the
Trustee by the Holders of at least 25% in principal amount of the Outstanding
Securities of such series, specifying such failure to comply and requiring it to
be remedied and stating that such notice is a "Notice of Default"; or

     (i) the Guarantee ceases to be in full force and effect or the Guarantor or
any person acting on its behalf, shall deny or disaffirm the obligations of the
Guarantor under this Indenture or the Guarantee; or

     (j) any other Event of Default established by or pursuant to a resolution
of the Board of Directors of the Company or one or more indentures supplemental
hereto as applicable to the Securities of such series.

          If an Event of Default described in clause (a), (b), (c), (d), (e),
(h), (i) or (j) above occurs and is continuing with respect to Securities of any
series at the time Outstanding, the Trustee or the Holders of not less than 25%
in aggregate principal amount of the Securities of such series then Outstanding,
by notice in writing to the Company and the Guarantor (and to the Trustee if
given by Securityholders), may declare the entire principal (or, if the
Securities of such series are Original Issue Discount Securities, such portion
of the principal as may be specified in the terms of such series) of all
Securities of such series and the interest accrued thereon, if any, to be due
and payable immediately, and upon any such declaration the same shall become
immediately due and payable. If any Event of Default described in clause (f) or
(g) above occurs and is continuing, all unpaid principal of the Securities then
Outstanding of that series and the interest accrued thereon, if any, shall ipso
facto become and be immediately due and payable without declaration,
presentment, demand or notice of any kind by the Trustee or any Holder of
Securities of that series.

          The foregoing provisions, however, are subject to the condition that
if, at any time after a declaration of acceleration with respect to the
Securities of any series has been made and before any judgment or decree for the
payment of the moneys due shall have been obtained or entered as hereinafter
provided, the Company or the Guarantor


                                      -39-

shall pay or shall deposit with the Trustee a sum sufficient to pay all matured
installments of interest, if any, and any Additional Amounts with respect to all
the Securities of such series (or upon all the Securities, as the case may be)
and the principal of (and premium, if any, on) any and all Securities of such
series (or of all the Securities, as the case may be) which shall have become
due otherwise than by acceleration (with interest upon such principal and
premium, if any, and, to the extent that payment of such interest is enforceable
under applicable law, on overdue installments of interest or Additional Amounts,
at the Overdue Rate applicable to such series to the date of such payment or
deposit) and all amounts payable to the Trustee pursuant to the provisions of
Section 7.6, and such amount as shall be sufficient to cover reasonable
compensation to the Trustee, its agents, attorneys and counsel, and all other
expenses and liabilities incurred, and all advances made, by the Trustee except
as a result of negligence or bad faith, and if any and all Events of Default
under the Indenture, other than the nonpayment of the principal of and accrued
interest on and any Additional Amounts with respect to Securities of such series
which shall have become due by acceleration, shall have been cured, waived or
otherwise remedied as provided herein - then and in every such case the Holders
of a majority in aggregate principal amount of the Securities of such series
(each series voting as a separate class), or of all the Securities (voting as a
single class), as the case may be, then Outstanding, by written notice to the
Company, the Guarantor and to the Trustee, may waive all defaults with respect
to that series (or with respect to all the Securities, as the case may be) and
rescind and annul such acceleration and its consequences, but no such waiver or
rescission and annulment shall extend to or shall affect any subsequent default
or shall impair any right consequent thereon.

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

     Section 6.2 Collection of Indebtedness by Trustee; Trustee May Prove Debt.
The Company covenants that (a) in case default shall be made in the payment of
any installment of interest on or any Additional Amounts with respect to any of
the Securities of any series when such interest shall have become due and
payable, and such default shall have continued for a period of 30 days or (b) in
case default shall be made in the payment of all or any part of the principal of
or any premium, if any, on any Securities of any series or any Additional
Amounts with respect thereto when the same shall have become due and payable,
whether upon Stated Maturity of the Securities of such series or upon any
redemption or by acceleration or otherwise, then upon demand of the Trustee for
such series, the Company will pay to the Trustee for the benefit of the Holder
of any such Security the whole amount that then shall have become due and
payable on any such Security for the principal, premium, if any, and interest,
if any, with interest upon the


                                      -40-

overdue principal and premium, if any, and, so far as payment of the same is
enforceable under applicable law, on overdue installments of interest and
Additional Amounts, at the Overdue Rate applicable to any such Security; and, in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, and any further amounts payable to the Trustee, its
agents and counsel pursuant to the provisions of Section 7.6.

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

          The Trustee shall be entitled and empowered, either in its own name as
trustee of an express trust, or as attorney-in-fact for the Holders of any of
the Securities, or in both such capacities, to file such proof of debt,
amendment of proof of debt, claim, petition or other document as may be
necessary or advisable in order to have the claims of the Trustee and of the
Holders of Securities allowed in any equity receivership, insolvency,
bankruptcy, liquidation, readjustment, reorganization or other similar
proceedings, or any judicial proceedings, relative to the Company, the Guarantor
or any other obligor on the Securities or its creditors or its property. The
Trustee is hereby irrevocably appointed (and the successive respective Holders
of the Securities, by taking and holding the same, shall be conclusively deemed
to have so appointed the Trustee) the true and lawful attorney-in-fact of the
respective Holders of the Securities, with authority to make or file in the
respective names of the Holders of the Securities any proof of debt, amendment
of proof of debt, claim, petition or other document in any such proceedings and
to receive payment of any sums becoming distributable on account thereof, and to
execute any other papers and documents and do and perform any and all acts and
things for and on behalf of such Holders of the Securities as may be necessary
or advisable in the opinion of the Trustee in order to have the respective
claims of the Holders of the Securities against the Company, the Guarantor or
any other obligor on the Securities and/or its property allowed in any such
proceedings, and to receive payment of or on account of such claims; provided,
however, that nothing herein contained shall be deemed to authorize or empower
the Trustee to consent to or accept or adopt, on behalf of any Holder of
Securities, any plan of reorganization or readjustment of the Company, the
Guarantor or any other obligor on the Securities or, by other action of any
character in any such proceeding, to waive or change in any way any right of any
Holder of any Security, even though it may otherwise be entitled so to do under
any present or future law, all such power or authorization being hereby
expressly denied.

          All rights of action and of asserting claims under this Indenture or
under any of the Securities may be enforced by the Trustee without the
possession of any of the Securities or the production thereof in any trial or
other proceedings relative thereto, and


                                      -41-

any such action or proceedings instituted by the Trustee shall be brought in its
own name as trustee of an express trust, and any recovery of judgment, subject
to the payment of the expenses, disbursements and compensation of the Trustee,
each predecessor Trustee and their respective agents and attorneys, shall be for
the ratable benefit of the holders of the Securities in respect of which such
action was taken.

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

     Section 6.3 Application of Proceeds. Any moneys collected by the Trustee
pursuant to this Article in respect of any series of the Securities, together
with any other sums held by the Trustee (as such) hereunder (other than sums
held in trust for the benefit of the Holders of particular 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 moneys on account of principal, or any premium,
interest or Additional Amounts, upon presentation (except in respect of
Subdivision First below) of the several Securities in respect of which moneys
have been collected and stamping (or otherwise noting) thereon the payment, or
issuing Securities of such series in reduced principal amounts in exchange for
the presented Securities of like series if only partially paid, or upon
surrender thereof if fully paid:

          FIRST: To the payment of costs and expenses applicable to such series
in respect of which moneys have been collected, including reasonable
compensation to the Trustee and each predecessor Trustee and their respective
agents and attorneys and of all expenses and liabilities incurred, and all
advances made, by the Trustee and each predecessor Trustee except as a result of
negligence or bad faith, and all other amounts due to the Trustee or any
predecessor Trustee pursuant to Section 7.6;

          SECOND: To the payment of all Senior Indebtedness of the Company if an
to the extent required by Article 17 hereof;

          THIRD: In case the principal of the Securities of such series in
respect of which moneys have been collected shall not have become and be then
due and payable, to the payment of interest and any Additional Amounts on the
Securities of such series in default in the order of the maturity of the
installments of such interest, with interest (to the extent that such interest
has been collected by the Trustee), so far as it may be enforceable under
applicable law, upon the overdue installments of interest and any Additional
Amounts at the Overdue Rate applicable to such series, such payments to be made
ratably to the Persons entitled thereto, without discrimination or preference;

          FOURTH: In case the principal of the Securities of such series in
respect of which moneys have been collected shall have become and shall be then
due and payable, to the payment of the whole amount then owing and unpaid upon
all the Securities of such series for principal and premium, if any, and
interest, if any, and any Additional Amounts, with interest upon the overdue
principal and premium, if any, and


                                      -42-

(to the extent that such interest has been collected by the Trustee), so far as
payment of the same is enforceable under applicable law, upon overdue
installments of interest and any Additional Amounts, if any, at the Overdue Rate
applicable to such series; and in case such moneys shall be insufficient to pay
in full the whole amount so due and unpaid upon the Securities of such series,
then to the payment of such principal, premium, if any, and interest, if any,
and any Additional Amounts, without preference or priority of principal and
premium, if any, over interest or any Additional Amounts, or of interest or any
Additional Amounts, if any, over principal and premium, if any, or of any
installment of interest over any other installment of interest, or of any
Security of such series over any other Security of such series, ratably to the
aggregate of such principal, premium, if any, and accrued and unpaid interest,
if any; and

          FIFTH: To the payment of the remainder, if any, to the Company or the
Guarantor, as the case may be, or as a court of competent jurisdiction may
direct in writing.

     Section 6.4 Suits for Enforcement. In case an Event of Default with respect
to Securities of any series has occurred, has not been waived and is continuing,
the Trustee may in its discretion proceed to protect and enforce the rights
vested in it by this Indenture by such appropriate judicial proceedings as the
Trustee shall deem most effectual to protect and enforce any of such rights,
either at law or in equity or in bankruptcy or otherwise, whether for the
specific enforcement of any covenant or agreement contained in this Indenture or
in aid of the exercise of any power granted in this Indenture or to enforce any
other legal or equitable right vested in the Trustee by this Indenture or by
law.

     Section 6.5 Restoration of Rights on Abandonment of Proceedings. In case
the Trustee or any Holder shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned for any
reason, or shall have been determined adversely to the Trustee or such Holder,
then and in every such case (subject to the binding effect of any determination
made in such proceedings) the Company, the Guarantor and the Trustee and each of
the Holders shall be restored severally and respectively to their former
positions and rights hereunder, and (subject as aforesaid) all rights, remedies
and powers of the Company, the Trustee and the Holders shall continue as though
no such proceedings had been instituted.

     Section 6.6 Limitations on Suits by Securityholders. No Holder of any
Security of any series shall have any right by virtue or by availing of any
provision of this Indenture to institute an action or proceeding at law or in
equity or in bankruptcy or otherwise upon or under or with respect to this
Indenture, or for the appointment of a trustee, receiver, liquidator, custodian
or other similar official or for any other remedy hereunder, unless such Holder
previously shall have given to the Trustee written notice of an Event of Default
and of the continuance thereof, as hereinbefore provided, and unless also the
Holders of not less than 25% in aggregate principal amount of the Securities of
such series then Outstanding shall have made written request upon the Trustee to
institute such action or proceeding in its own name as Trustee hereunder and
shall have offered to the Trustee such reasonable indemnity as it may require
against the costs, expenses and


                                      -43-

liabilities to be incurred therein or thereby and the Trustee for 60 days after
its receipt of such notice, request and offer of indemnity shall have failed to
institute any such action or proceeding and no direction inconsistent with such
written request shall have been given to the Trustee pursuant to Section 6.9; it
being understood and intended, and being expressly covenanted by the taker and
Holder of every Security with every other taker and Holder of any Security and
with the Trustee, that no one or more Holders of Securities of any series shall
have any right in any manner whatever by virtue or by availing of any provision
of this Indenture to affect, disturb or prejudice the rights of any other Holder
of Securities, or to obtain or seek to obtain priority over or preference to any
other such Holder or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all
Holders of Securities of such series. For the protection and enforcement of the
provisions of this Section, each and every Holder of Securities of any series
and the Trustee shall be entitled to such relief as can be given either at law
or in equity.

     Section 6.7 Unconditional Right of Securityholders to Institute Certain
Suits. Nothing contained in this Indenture or in the Securities of any series
shall affect or impair the obligation of the Company and the Guarantor, which is
unconditional and absolute, to pay the principal of, and premium, if any, and
interest, if any, on, and any Additional Amounts with respect to, the Securities
of such series at the respective places, at the respective times, at the
respective rates, in the respective amounts and in the coin or currency therein
and herein prescribed, or affect or impair the right of action, which is also
absolute and unconditional, of any Holder of any Security to institute suit to
enforce such payment at the respective due dates expressed in such Security, or
upon redemption, by declaration, repayment or otherwise as herein provided
without reference to, or the consent of, the Trustee or the Holder of any other
Security, unless such Holder consents thereto or unless and to the extent that
the institution or prosecution.

     Section 6.8 Powers and Remedies Cumulative; Delay or Omission Not Waiver of
Default. Except as provided in Section 6.6, no right or remedy herein conferred
upon or reserved to the Trustee or to the Holder of any Security is intended to
be exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

          No delay or omission of the Trustee or of any Holder of any Security
of any series to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right or power or
shall be construed to be a waiver of any such Event of Default or an
acquiescence therein; and, subject to Section 6.6, every power and remedy given
by this Indenture or by law to the Trustee or to the Holder of any Security may
be exercised from time to time, and as often as shall be deemed expedient, by
the Trustee or by the Holder of such Security.

     Section 6.9 Control by Holders of Securities. The Holders of a majority in
aggregate principal amount of the Securities of each series affected (with each
series


                                      -44-

voting as a separate class) at the time Outstanding shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee with respect to the Securities of such series by this Indenture;
provided that such direction shall not be otherwise than in accordance with law
and the provisions of this Indenture, and provided, further, that (subject to
the provisions of Section 7.1) the Trustee shall have the right to decline to
follow any such direction if the Trustee, being advised by counsel, shall
determine that the action or proceeding so directed may not lawfully be taken or
if the Trustee in good faith by its board of directors, the executive committee
or a trust committee of directors or Responsible Officers of the Trustee shall
determine that the action or proceedings so directed would expose the Trustee to
personal liability or if the Trustee in good faith shall so determine that the
actions or forebearances specified in or pursuant to such direction would be
unduly prejudicial to the interests of Holders of the Securities of all series
so affected not joining in the giving of said direction, it being understood
that (subject to Section 7.1) the Trustee shall have no duty to ascertain
whether or not such actions or forebearances are unduly prejudicial to such
Holders.

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

     Section 6.10 Waiver of Past Defaults. Subject to Section 6.1, the Holders
of not less than a majority in principal amount of the Outstanding Securities of
any series on behalf of the Holders of all the Securities of such series may
waive any past default hereunder with respect to such series and its
consequences, except a default:

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

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

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

     Section 6.11 Trustee to Give Notice of Default, But May Withhold in Certain
Circumstances. The Trustee shall transmit to the Securityholders of any series,
as the names and addresses of such Holders appear on the Security Register,
notice by mail of all defaults known to a Responsible Officer of the Trustee
which have occurred with respect to such series, such notice to be transmitted
within 60 days after the occurrence thereof, unless such defaults shall have
been cured before the giving of such notice (the term "default" or "defaults"
for the purposes of this Section being hereby defined to mean any event or
condition which is, or with notice or lapse of time or both would become, an


                                      -45-

Event of Default); provided that, except in the case of default in the payment
of the principal of, or premium, if any, or interest, if any, on, or any
Additional Amounts with respect to, any of the Securities of such series, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors or
Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Securityholders of such
series.

     Section 6.12 Right of Court to Require Filing of Undertaking to Pay Costs.
The parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken, 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,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder or group of
Securityholders of any series holding in the aggregate more than 10% in
aggregate principal amount of the Securities of such series Outstanding, or, in
the case of any suit relating to or arising under Section 6.1(c) or Section
6.1(i) (if the suit relates to Securities of more than one but fewer than all
series), 10% in aggregate principal amount of Securities Outstanding affected
thereby, or, in the case of any suit relating to or arising under Section 6.1(c)
or Section 6.1(i) (if the suit under clause (d) or (g) relates to all the
Securities then Outstanding), Section 6.1(f) or Section 6.1(g), 10% in aggregate
principal amount of all Securities Outstanding, or to any suit instituted by any
Holder of Securities for the enforcement of the payment of the principal of, or
premium, if any, or interest, if any, on, any Security on or after the due date
expressed in such Security.

     Section 6.13 Waiver of Usury, Stay or Extension Laws. Each of the Company
and the Guarantor covenants that (to the extent that it may lawfully do so) it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any usury, stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and each of the Company and the Guarantor
expressly waives (to the extent that it may lawfully do so) all benefit or
advantage of any such law and covenants that it will not hinder, delay or impede
the execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law had been enacted.

     Section 6.14 Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder of any Security to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to any
Holder of a Security may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by such Holder, as the case may be.


                                      -46-

                                    ARTICLE 7

                             CONCERNING THE TRUSTEE

     Section 7.1 Duties and Responsibilities of the Trustee; During Default;
Prior to Default. With respect to the Holders of any series of Securities issued
hereunder, the Trustee, prior to the occurrence of an Event of Default with
respect to the Securities of that series and after the curing or waiving of all
Events of Default which may have occurred with respect to such series,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default with respect to the
Securities of a series has occurred (which has not been cured or waived), the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

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

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

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

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

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

     (c) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
Holders of Securities pursuant to Section 6.9 relating to the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture.


                                      -47-

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

     Section 7.2 Certain Rights of the Trustee.

          Subject to Section 7.1:

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

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

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

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

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

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


                                      -48-

Trustee may require reasonable indemnity against such expenses or liabilities as
a condition to proceeding; the reasonable expenses of every such investigation
shall be paid by the Company or the Guarantor or, if paid by the Trustee or any
predecessor Trustee, shall be repaid by the Company or the Guarantor upon
demand;

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

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

     (i) the Trustee shall not be deemed to have notice of any Default or Event
of Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a default is
received by the Trustee at the Corporate Trust Office of the Trustee, and such
notice references the Securities and this Indenture; and

     (j) the rights, privileges, protections, immunities and benefits given to
the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other Person authorized to act
hereunder.

     (k) the permissive rights of the Trustee enumerated herein shall not be
construed as duties.

     Section 7.3 Trustee Not Responsible for Recitals, Disposition of Securities
or Application of Proceeds Thereof. The recitals contained herein and in the
Securities, except the certificates of authentication, shall be taken as the
statements of the Company or the Guarantor, as the case may be, and the Trustee
assumes no responsibility for the correctness of the same, except that the
Trustee represents that it is duly authorized to execute and deliver this
Indenture, authenticate the Securities and perform its obligations hereunder and
that the statements made by it in a Statement of Eligibility on Form T-1
supplied to the Company and the Guarantor are true and accurate, subject to the
qualifications set forth therein. The Trustee makes no representation as to the
validity or sufficiency of this Indenture or of the Securities or the
Guarantees. The Trustee shall not be accountable for the use or application by
the Company of any of the Securities or of the proceeds thereof.


                                      -49-

     Section 7.4 Trustee and Agents May Hold Securities; Collections, etc. The
Trustee, any Paying Agent, Securities Registrar, Authenticating Agent or any
agent of the Company, the Guarantor or the Trustee, in its individual or any
other capacity, may become the owner or pledgee of Securities with the same
rights it would have if it were not the Trustee or such agent, and, subject to
Section 7.8 and Section 7.13, if operative, may otherwise deal with the Company
and the Guarantor and receive, collect, hold and retain collections from the
Company and the Guarantor with the same rights it would have if it were not the
Trustee, Paying Agent, Securities Registrar, Authenticating Agent or such agent.

     Section 7.5 Moneys Held by Trustee. Subject to the provisions of Section
12.3, all moneys received by the Trustee shall, until used or applied as herein
provided, be held in trust for the purposes for which they were received, but
need not be segregated from other funds except to the extent required by
mandatory provisions of law. The Trustee shall have no liability for interest on
money it receives and holds in trust except as specifically provided herein.

     Section 7.6 Compensation and Indemnification of Trustee and Its Prior
Claim. Each of the Company and the Guarantor, jointly and severally, covenants
and agrees to pay the Trustee from time to time, and the Trustee shall be
entitled to such compensation as the Company, the Guarantor and the Trustee may
from time to time agree in writing for all services rendered by the Trustee
hereunder (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust) and each of the
Company and the Guarantor, jointly and severally, covenants and agrees to pay or
reimburse the Trustee and each predecessor trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by or on behalf
of it in accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all agents and other Persons not regularly in its employ) except any such
expense, disbursement or advance as shall be attributable to its negligence or
bad faith. Each of the Company and the Guarantor, jointly and severally, also
covenants to indemnify the Trustee and each predecessor trustee for, and hold it
harmless against, any loss, liability, damage, claims or expense, including
taxes (other than taxes measured by the income of the Trustee or otherwise
applicable to the Trustee for operations outside the scope of this Indenture)
incurred without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of this Indenture or the trusts
hereunder and the performance of its duties hereunder, including the costs and
expenses of defending itself against or investigating any claim of liability in
connection with the exercise or performance of any of its powers or duties
hereunder except to the extent that any such loss, liability, damage, claims or
expense shall be attributable to the Trustee's negligence or bad faith. The
obligations of the Company and the Guarantor under this Section to compensate
and indemnify the Trustee and each predecessor trustee and to pay or reimburse
the Trustee and each predecessor trustee for expenses, disbursements and
advances shall constitute additional indebtedness hereunder and shall survive
the satisfaction and discharge of this Indenture and resignation or removal of
the Trustee. Such additional indebtedness shall be a senior claim prior to that
of the Securities upon all property and funds held or collected by the Trustee
as such, except funds held in trust


                                      -50-

for the benefit of the Holders of particular Securities and the Securities are
hereby subordinated to such senior claim. If the Trustee incurs expenses or
renders services after the occurrence of an event of default specified in clause
(f) or (g) of Section 6.1 of this Indenture, the expenses and compensation for
the services will be intended to constitute expenses of administration under the
Federal Bankruptcy Code or any applicable federal or state law for relief of
debtors.

     Section 7.7 Right of Trustee to Rely on Officers' Certificate, etc. Subject
to Section 7.1 and Section 7.2, whenever in the administration of the trusts of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate delivered to the Trustee, and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under the
provisions of this Indenture upon the good faith thereof.

     Section 7.8 Qualification of Trustee; Conflicting Interests. The Trustee
for the Securities of any series issued hereunder shall be subject to the
provisions of Section 310(b) of the Trust Indenture Act during the period of
time provided for therein. In determining whether the Trustee has a conflicting
interest as defined in Section 310(b) of the Trust Indenture Act with respect to
the Securities of any series, there shall be excluded this Indenture with
respect to Securities of any particular series of Securities other than that
series. Nothing herein shall prevent the Trustee from filing with the Commission
the application referred to in the penultimate paragraph of Section 310(b) of
the Trust Indenture Act.

     Section 7.9 Persons Eligible for Appointment as Trustee. There shall at all
times be a Trustee hereunder for each series of Securities, which shall be at
all times either:

     (a) a corporation organized and doing business under the laws of the United
States of America or of any State or territory or the District of Columbia,
authorized under such laws to exercise corporate trust powers and subject to
supervision or examination by Federal, State, territory or District of Columbia
authority; or

     (b) a corporation or other Person organized and doing business under the
laws of a foreign government that is permitted to act as Trustee pursuant to a
rule, regulation or order of the Commission, authorized under such laws to
exercise corporate trust powers, and subject to supervision or examination by
authority of such foreign government or a political subdivision thereof
substantially equivalent to supervision or examination applicable to United
States institutional trustees, in either case having a combined capital and
surplus of at least $50,000,000. If such corporation publishes reports of
condition at least annually, pursuant to law or to requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section 7.9,
the combined capital and surplus of such corporation shall be deemed to be its
combined


                                      -51-

capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee for the Securities of any series shall
cease to be eligible in accordance with the provisions of this Section 7.9, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article. Neither the Company nor the Guarantor nor any Person directly
or indirectly controlling, controlled by, or under common control with the
Company or the Guarantor shall serve as Trustee for the Securities of any series
issued hereunder.

     Section 7.10 Resignation and Removal; Appointment of Successor Trustee.

     (a) The Trustee, or any trustee or trustees hereafter appointed, may at any
time resign by giving written notice of resignation to the Company and the
Guarantor and by mailing notice thereof by first-class mail to Holders of the
Securities at their last addresses as they shall appear on the Security
Register. Upon receiving such notice of resignation, the Company shall promptly
appoint a successor trustee or trustees by written instrument in duplicate,
executed by authority of the Board of Directors of the Company, one copy of
which instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee or trustees. If no successor trustee shall have been so
appointed and have accepted appointment within 30 days after the mailing of such
notice of resignation, the resigning Trustee may petition at the expense of the
Company any court of competent jurisdiction for the appointment of a successor
trustee, or any Securityholder who has been a bona fide Holder of a Security or
Securities for at least six months may, subject to the provisions of Section
6.12, on behalf of himself and all others similarly situated, petition any such
court for the appointment of a successor trustee. Such court may thereupon,
after such notice, if any, as it may deem proper and prescribe, appoint a
successor trustee.

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

               (i) the Trustee shall fail to comply with the provisions of
     Section 310(b) of the Trust Indenture Act after written request therefor by
     the Company, by the Guarantor or by any Securityholder who has been a bona
     fide Holder of a Security or Securities for at least six months unless the
     Trustee's duty to resign is stayed in accordance with the provisions of
     Section 310(b) of the Trust Indenture Act; or

               (ii) the Trustee shall cease to be eligible in accordance with
     the provisions of Section 7.9 and shall fail to resign after written
     request therefor by the Company, by the Guarantor or by any Securityholder;
     or the Trustee shall become incapable of acting, or shall be adjudged a
     bankrupt or insolvent; or a receiver or liquidator of the Trustee or of its
     property shall be appointed, or any public officer shall take charge or
     control of the Trustee or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation; then, in any case, the Company
     may remove the Trustee and appoint a successor trustee by written
     instrument, in duplicate, executed by order of the Board of Directors of
     the Company, one copy of which instrument shall be delivered to the Trustee
     so removed and one copy to the successor trustee, or, subject to the
     provisions of Section 6.12, any Securityholder who has been a bona fide
     Holder of a Security or


                                      -52-

     Securities for at least six months may, on behalf of himself and all others
     similarly situated, petition any court of competent jurisdiction for the
     removal of the Trustee and the appointment of a successor trustee. Such
     court may thereupon, after such notice, if any, as it may deem proper and
     prescribe, remove the Trustee and appoint a successor trustee.

     (c) The Holders of a majority in aggregate principal amount of the
Securities at the time Outstanding may at any time remove the Trustee and
appoint a successor trustee by delivering to the Trustee so removed, to the
successor trustee so appointed and to the Company and to the Guarantor the
evidence provided for in Section 8.1 of the action in that regard taken by the
Securityholders.

     (d) No resignation or removal of the Trustee and no appointment of a
successor trustee pursuant to any of the provisions of this Section 7.10 shall
become effective until acceptance of appointment by the successor trustee as
provided in Section 7.11.

     Section 7.11 Acceptance of Appointment by Successor Trustee. Any successor
trustee appointed as provided in Section 7.10 shall execute, acknowledge and
deliver to the Company, to the Guarantor and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee shall become effective and such successor
trustee, without any further act, deed or conveyance, shall become vested with
all rights, powers, duties and obligations of its predecessor hereunder, with
like effect as if originally named as trustee hereunder; but nevertheless, on
the written request of the Company, the Guarantor or of the successor trustee,
upon payment of all amounts due to the Trustee under Section 7.6, the Trustee
ceasing to act shall, subject to Section 4.4, pay over to the successor trustee
all moneys at the time held by it hereunder and shall execute and deliver an
instrument transferring to such successor trustee all such rights, powers,
duties and obligations. Upon request of any successor trustee, the Company and
the Guarantor shall execute any and all instruments in writing for more fully
and certainly vesting in and confirming to such successor trustee all such
rights and powers. Any Trustee ceasing to act, shall, nevertheless, retain a
prior lien upon all property or funds held or collected by such trustee to
secure any amounts then due it pursuant to the provisions of Section 7.6.

          No successor trustee shall accept appointment as provided in this
Section 7.11 unless at the time of such acceptance such successor trustee shall
be qualified under the provisions of Section 7.8 and eligible under the
provisions of Section 7.9.

          Upon acceptance of appointment by any successor trustee as provided in
this Section 7.11, the Company shall mail notice thereof by first-class mail to
the Holders of Securities at their last addresses as they shall appear on the
Security Register. If the acceptance of appointment is substantially
contemporaneous with the resignation, then the notice called for by the
preceding sentence may be combined with the notice called for by Section 7.10.
If the Company fails to mail such notice within 10 days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be mailed at the expense of the Company.


                                      -53-

     Section 7.12 Merger, Conversion, Consolidation or Succession to Business of
Trustee. Any corporation in 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 substantially all of the corporate trust business of
the Trustee, shall be the successor of the trustee hereunder, provided that such
corporation shall be qualified under the provisions of and eligible under the
provisions of Section 7.9, without the execution or filing of any paper or any
further act (including the giving of any notice to Securityholders) on the part
of any of the parties hereto, anything herein to the contrary notwithstanding.

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

     Section 7.13 Preferential Collection of Claims Against the Company or the
Guarantor. The Trustee shall comply with Trust Indenture Act Section 311(a),
excluding any creditor relationship listed in Trust Indenture Act Section
311(b). A Trustee who has resigned or has been removed shall be subject to Trust
Indenture Act Section 311(a) to the extent indicated.

     Section 7.14 Authenticating Agent.

          So long as any Securities remain Outstanding, if the Corporate Trust
Office of the Trustee is not located in the Borough of Manhattan, The City of
New York, or otherwise upon a Company Request, there shall be an authenticating
agent (the "Authenticating Agent") appointed, for such period as the Company
shall elect, by the Trustee to act as its agent on its behalf and subject to its
direction in connection with the authentication and delivery of Securities.
Securities authenticated by such Authenticating Agent shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as
if authenticated by such Trustee. Wherever reference is made in this Indenture
to the authentication and delivery of Securities by the Trustee or to the
Trustee's Certificate of Authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a Certificate of Authentication executed on behalf of
such Trustee by such Authenticating Agent. Such Authenticating Agent shall at
all times be a corporation organized and doing business under the laws of the
United States of America or of any State or of the District of Columbia,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $50,000,000 and subject to supervision or
examination by Federal, State or District of Columbia authority. If the
Corporate Trust Office of the Trustee is not located in the Borough of
Manhattan, The City of New York,


                                      -54-

the Authenticating Agent shall have its principal office and place of business
in the Borough of Manhattan, The City of New York.

          Any corporation into which any 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 any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of any Authenticating Agent, shall continue to be the Authenticating Agent
without the execution or filing of any paper or any further act on the part of
the Trustee or such Authenticating Agent.

          Any Authenticating Agent may at any time, and if it shall cease to be
eligible shall, resign by giving written notice of resignation to the Trustee
and to the Company. The Trustee may at any time terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company and the Guarantor. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time any
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 7.14, the Trustee shall upon Company Request appoint
a successor Authenticating Agent, and the Company shall provide notice of such
appointment to all Holders of Securities in the manner and to the extent
provided in Section 13.4. Any successor Authenticating Agent upon acceptance of
its appointment hereunder shall become vested with all rights, powers, duties
and responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent herein. The Company agrees to pay or to
cause to be paid to the Authenticating Agent from time to time reasonable
compensation for its services. The Authenticating Agent shall have no
responsibility or liability for any action taken by it as such in good faith at
the direction of the Trustee.

                                    ARTICLE 8

                      CONCERNING THE HOLDERS OF SECURITIES

     Section 8.1 Action by Holders. Whenever in this Indenture it is provided
that the Holders of a specified percentage in aggregate principal amount of the
Securities of any series may take any action (including the making of any demand
or request, the giving of any notice, consent or waiver or the taking of any
other action) the fact that at the time of taking any such action the Holders of
such specified percentage have joined therein may be evidenced (a) by any
instrument or any number of instruments of similar tenor executed by Holders in
Person or by agent or proxy appointed in writing, or (b) by the record of
Holders voting in favor thereof at any meeting of such Holders duly called and
held in accordance with the provisions of ARTICLE 9, or (c) by a combination of
such instrument or instruments and any such record of such a meeting of Holders.
The Company may (but shall not be required to) set a record date for purposes of
determining the identity of Securityholders entitled to vote or consent to any
action by vote or consent authorized or permitted under this Indenture, which
record date shall be the later of 10 days prior to the first solicitation of
such consent or the date of the most recent list of Holders furnished to the
Trustee pursuant to Section 5.1 of this Indenture prior to such solicitation. If
a record date is fixed, those Persons who were Securityholders at such


                                      -55-

record date (or their duly designated proxies), and only those Persons, shall be
entitled to take such action by vote or consent or to revoke any vote or consent
previously given, whether or not such Persons continue to be Holders after such
record date.

     Section 8.2 Proof of Execution of Instruments by Holders of Securities.
Subject to Section 7.1, Section 7.2 and Section 9.5, the execution of any
instrument by a Holder of a Security or his agent or proxy may be proved in any
reasonable manner that the Trustee deems sufficient, including, without
limitation, in the following manner:

          The fact and date of the execution by any such Person of any
instrument may be proved by the certificate of any notary public or other
officer authorized to take acknowledgments of deeds, that the Person executing
such instrument acknowledged to him the execution thereof, or by an affidavit or
written statement of a witness to such execution. Where such execution is by an
officer of a corporation or association or a member of a partnership on behalf
of such corporation, association or partnership, as the case may be, or by any
other Person acting in a representative capacity, such certificate, affidavit or
written statement shall also constitute sufficient proof of his authority.

          The ownership of Securities shall be proved by the Securities Register
or by a certificate of the Securities Registrar.

          The record of any Holders' meeting shall be proved in the manner
provided in Section 9.6.

     Section 8.3 Holders to be Treated as Owners. The Company, the Guarantor,
the Trustee and any agent of the Company, the Guarantor or the Trustee may deem
and treat the Person in whose name any Security shall be registered upon the
Security Register as the absolute owner of such Security (notwithstanding any
notation of ownership or other writing thereon) for the purpose of receiving
payment of principal of, and premium, if any, and (subject to Section 3.6 and
Section 3.8) interest, if any, on, such Security, and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Guarantor, the Trustee nor any agent of the Company, the Guarantor or the
Trustee shall be affected by notice to the contrary. All such payments so made
to any Holder for the time being, shall be valid, and, to the extent of the sum
or sums so paid, effectual to satisfy and discharge the liability for moneys
payable upon such Security.

          None of the Company, the Guarantor, the Trustee or any agent of the
Company, the Guarantor or the Trustee shall have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interest of a Global Security, or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interest. Notwithstanding the foregoing, with respect to any Global Security,
nothing herein shall prevent the Company, the Guarantor or 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 any Depository
(or its nominee), as a Holder, with respect to such Global Security or impair,
as between such Depository and owners of beneficial interests in such Global
Security,


                                      -56-

the operation of customary practices governing the exercise of the right of such
Depository (or its nominee) as holder of such Global Security.

     Section 8.4 Securities Owned by Company and Guarantor Deemed Not
Outstanding. In determining whether the Holders of the requisite aggregate
principal amount of Securities of any or all series have concurred in any
direction, consent or waiver under this Indenture, Securities which are owned by
the Company or the Guarantor or any other obligor on the Securities with respect
to which such determination is being made or by any Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company or the Guarantor or any other obligor on the Securities
with respect to which such determination is being made shall be disregarded and
deemed not to be Outstanding for the purpose of any such determination, except
that for the purpose of determining whether the Trustee shall be protected in
relying on any such direction, consent or waiver only Securities which the
Trustee knows are so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or the
Guarantor or any other obligor upon the Securities or any Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company or the Guarantor or any other obligor on the
Securities. In case of a dispute as to such right, the advice of counsel shall
be full protection in respect of any decision made by the Trustee in accordance
with such advice. Upon request of the Trustee, the 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 any of the above-described Persons; and, subject to Section 7.1 and
Section 7.2, 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.

     Section 8.5 Right of Revocation of Action Taken. At any time prior to (but
not after) the evidencing to the Trustee, as provided in Section 8.1, of the
taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities of any or all series, as the case may be, specified in
this Indenture in connection with such action, any Holder of a Security, the
number, letter or other distinguishing symbol of which is shown by the evidence
to be included in the Securities the Holders of which have consented to such
action, may, by filing written notice at the Corporate Trust Office and upon
proof of holding as provided in this Article, revoke such action so far as
concerns such Security. Except as aforesaid, any such action taken by the Holder
of any Security shall be conclusive and binding upon such Holder and upon all
future Holders and owners of such Security and of any Securities issued in
exchange or substitution therefor, irrespective of whether or not any notation
in regard thereto is made upon any such Security or such other Security. Any
action taken by the Holders of the percentage in aggregate principal amount of
the Securities of any or all series, as the case may be, specified in this
Indenture in connection with such action shall be conclusively binding upon the
Company, the Guarantor, the Trustee and the Holders of all the Securities
affected by such action.


                                      -57-

                                   ARTICLE 9

                                HOLDERS' MEETINGS

     Section 9.1 Purposes of Meetings. A meeting of Holders of Securities of any
or all series may be called at any time and from time to time pursuant to the
provisions of this Article for any of the following purposes:

     (a) to give any notice to the Company or the Guarantor or to the Trustee
for the Securities of such series, or to give any directions to the Trustee, or
to consent to the waiving of any default hereunder and its consequences, or to
take any other action authorized to be taken by Holders pursuant to any of the
provisions of ARTICLE 6;

     (b) to remove the Trustee and nominate a successor Trustee pursuant to the
provisions of ARTICLE 7;

     (c) to consent to the execution of an indenture or indentures supplemental
hereto pursuant to the provisions of Section 10.2; or

     (d) to take any other action authorized to be taken by or on behalf of the
Holders of any specified aggregate principal amount of the Securities of any one
or more or all series, as the case may be, under any other provision of this
Indenture or under applicable law.

     Section 9.2 Call of Meetings by Trustee. The Trustee may at any time call a
meeting of Holders of Securities to take any action specified in Section 9.1, to
be held at such time and at such place in the Borough of Manhattan, The City of
New York, or such other Place of Payment, as the Trustee shall determine. Notice
of every meeting of the Holders of Securities, setting forth the time and the
place of such meeting, and in general terms the action proposed to be taken at
such meeting, shall be given to Holders of Securities of the particular series
in the manner and to the extent provided in Section 13.4. Such notice shall be
given not less than 20 nor more than 90 days prior to the date fixed for the
meeting.

     Section 9.3 Call of Meetings by Company or Guarantor or Holders. In case at
any time the Company or the Guarantor pursuant to a resolution of its respective
Board of Directors, or the Holders of at least 10% in aggregate principal amount
of the Outstanding Securities of any or all series, as the case may be, shall
have requested the Trustee to call a meeting of Holders of Securities of any or
all series, as the case may be, by written request setting forth in reasonable
detail the action proposed to be taken at the meeting, and the Trustee for such
series shall not have given the notice of such meeting within 20 days after
receipt of such request, then the Company or the Guarantor or such Holders may
determine the time and the place in the Borough of Manhattan or other Place of
Payment for such meeting and may call such meeting to take any action authorized
in Section 9.1, by giving notice thereof as provided in Section 9.2.

     Section 9.4 Qualifications for Voting. To be entitled to vote at any
meeting of Holders a Person shall be (a) a Holder of one or more outstanding
Securities with respect


                                      -58-

to which such meeting is being held or (b) a Person appointed by an instrument
in writing as proxy by such Holder. The only Persons who shall be entitled to be
present or to speak at any meeting of Holders shall be the Persons entitled to
vote at such meeting and their counsel and any representatives of the Trustee
and its counsel and any representatives of the Company and its counsel and any
representatives of the Guarantor and its counsel.

     Section 9.5 Regulations. Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Holders of the Securities in regard to proof of the
holding of Securities and of the appointment of proxies, and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, the one certificates and other evidence of the right to vote, and such
other matters concerning the conduct of the meeting as it shall think fit.

          The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or the Guarantor or by Holders of Securities as provided in Section 9.3,
in which case the Company or the Guarantor or the Holders calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
majority vote of the meeting.

          Subject to Section 8.4, at any meeting each Holder of Securities with
respect to which such meeting is being held or proxy therefor shall be entitled
to one vote for each $1,000 principal amount (in the case of Original Issue
Discount Securities, such principal amount to be determined as provided in the
definition of "Outstanding") of Securities held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in respect of any
such Security challenged as not Outstanding and ruled by the chairman of the
meeting to be not Outstanding. The chairman of the meeting shall have no right
to vote other than by virtue of Securities held by him or instruments in writing
aforesaid duly designating him as the Person to vote on behalf of other Holders.
At any meeting of Holders, the presence of Persons holding or representing
Securities with respect to which such meeting is being held in an aggregate
principal amount sufficient to take action on the business for the transaction
of which such meeting was called shall constitute a quorum, but, if less than a
quorum is present, the Persons holding or representing a majority in aggregate
principal amount of such Securities represented at the meeting may adjourn such
meeting with the same effect, for all intents and purposes, as though a quorum
had been present. Any meeting of Holders of Securities with respect to which a
meeting was duly called pursuant to the provisions of Section 9.2 or Section 9.3
may be adjourned from time to time by Persons holding or representing a majority
in aggregate principal amount of such Securities represented at the meeting,
present, whether or not constituting a quorum, and the meeting may be held as so
adjourned without further notice.

     Section 9.6 Voting. The vote upon any resolution submitted to any meeting
of Holders of Securities with respect to which such meeting is being held shall
be by written ballots on which shall be subscribed the signatures of such
Holders or of their


                                      -59-

representatives by proxy and the serial number or numbers of the Securities held
or represented by them. The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against
any resolution and who shall make and file with the secretary of the meeting
their verified written reports in duplicate of all votes cast at the meeting. A
record in duplicate of the proceedings of each meeting of holders shall be
prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more Persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was mailed as provided in Section 9.2. The record shall show the serial
numbers of the Securities voting in favor of or against any resolution. The
record shall be signed and verified by the affidavits of the permanent chairman
and secretary of the meeting and one of the duplicates shall be delivered to the
Company and the other to the Trustee to be preserved by the Trustee.

     Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

     Section 9.7 No Delay of Rights by Reason of Meeting. Nothing in this
Article contained shall be deemed or construed to authorize or permit, by reason
of any call of a meeting of Holders or any rights expressly or impliedly
conferred hereunder to make such call, any hindrance or delay in the exercise of
any right or rights conferred upon or reserved to the Trustee or to the Holders
under any of the provisions of this Indenture or of the Securities of any
series.

                                   ARTICLE 10

                             SUPPLEMENTAL INDENTURES

     Section 10.1 Supplemental Indentures Without Consent of Securityholders.
Without the consent of any Holders of Securities, the Company and the Guarantor,
when authorized by a resolution of their respective Board of Directors, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as in force at the date of the execution thereof) for one or
more of the following purposes:

     (a) to convey, transfer, assign, mortgage or pledge to the Trustee as
security for the Securities any property or assets;

     (b) to evidence the succession of another Person to the Company or the
Guarantor, or successive successions, and the assumption by the successor Person
of the covenants, agreements and obligations of the Company or the Guarantor, as
the case may be, under this Indenture and the Securities or the Guarantees, as
the case may be, in each case in compliance with the Indenture;

     (c) to add to the covenants of the Company or the Guarantor such further
covenants, restrictions, conditions or provisions as the Board of Directors of
the


                                      -60-

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

     (d) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture; or to make such other provisions in regard to matters or questions
arising under this Indenture or under any supplemental indenture as the Board of
Directors of the Company may deem necessary or desirable and which shall not
materially adversely affect the interests of the Holders of any Securities;

     (e) to establish the form or terms of Securities of any series as permitted
by Section 3.1;

     (f) to provide for the issuance under this Indenture of Securities in
coupon form (including Securities registrable as to principal only), to provide
for interchangeability thereof with Securities in registered form of the same
series and to make all appropriate changes for such purpose, or to permit or
facilitate the issuance of Securities of any series in uncertificated form
provided any such action shall not adversely affect the interests of the Holders
of Outstanding Securities of any series in any material respect;

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

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

     (i) to add any additional Guarantees with respect to all or any series of
Securities (as shall be specified in such supplemental indenture)

     (j) to supplement any of the provisions of this Indenture to such extent as
shall be necessary to permit or facilitate the defeasance and discharge of any
series of Securities pursuant to ARTICLE 12, provided that any such action shall
not adversely


                                      -61-

affect the interests of any Holder of an Outstanding Security of such series or
any other Outstanding Security in any material respect;

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

     (l) to provide for the issuance under this Indenture of Securities
denominated or payable in currency other than Dollars and to make all
appropriate changes for such purpose;

     (m) to evidence and provide for the acceptance of appointment hereunder by
a successor trustee with respect to the Securities, pursuant to Section 7.11, or
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;

     (n) to modify any restrictions on and procedures for resales of Securities
of any series that is not registered pursuant to the Securities Act to reflect
any change in applicable law or regulation (or the interpretation thereof) or in
practices relating to the resale or transfer of restricted securities generally
and to modify any legends placed on such Securities to reflect such restrictions
and procedures;

     (o) to add to or change or eliminate any provision of this Indenture as
shall be necessary or desirable to conform to provisions of the Trust Indenture
Act as at the time in effect, provided that such action shall not materially
adversely affect the interests of the Holders of the Securities of any series;
and

     (p) otherwise to amend or supplement any of the provisions of this
Indenture or in any supplemental indenture; provided, however, that no such
amendment or supplement shall materially adversely affect the interests of the
Holders of any Securities then Outstanding.

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

          Any supplemental indenture authorized by the provisions of this
Section may be executed without the consent of the Holders of any of the
Securities at the time Outstanding, notwithstanding any of the provisions of
Section 10.2.

     Section 10.2 Supplemental Indentures With Consent of Securityholders. With
the consent (evidenced as provided in Article 8) of the Holders of not less than
a majority in aggregate principal amount of the Securities at the time
Outstanding of all series affected by such supplemental indenture (voting as one
class), the Company and the Guarantor, when authorized by a resolution of their
respective Board of Directors, and the Trustee may, from time to time and at any
time, enter into an indenture or indentures


                                      -62-

supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act as in force at the date of execution thereof) for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture or of modifying in
any manner the rights of the Holders of the Securities of each such series;
provided that no such supplemental indenture shall (a) change the Stated
Maturity of the principal of, or any premium or installment of interest on or
any Additional Amounts with respect to, any Security of such series, or reduce
the principal amount thereof (or modify the calculation of such principal
amount) or rate of interest thereon or any Additional Amounts with respect
thereto (or modify the calculation of such rate), or any premium payable on
redemption thereof or otherwise, or reduce the amount of the principal of an
Original Issue Discount Security that would be due and payable upon an
acceleration with respect thereto pursuant to Section 6.1 or the amount thereof
provable in bankruptcy pursuant to Section 6.2, or change the obligation of the
Company to pay Additional Amounts pursuant to Section 4.4 (except as
contemplated by Section 11.1 and permitted by Section 10.1), or change the
redemption provisions, or change the Place of Payment, currency in which the
principal of, any premium or interest on, or any Additional Amounts with respect
to any security is payable, or impair or adversely affect the right of any
Securityholder to institute suit for the payment thereof or, if the Securities
provide therefor, any right of repayment at the option of the Securityholder,
without the consent of the Holder of each Security of such series so affected;
or (b) reduce the aforesaid percentage of the principal amount of Securities
Outstanding of such series, the consent of the Holders of which is required for
any such supplemental indenture or any waiver of any obligations of the Company
or the Guarantor under this Indenture, without the consent of the Holders of
each Security of such series so affected, or reduce the requirements for quorum
on voting; or (c) modify any of the provisions this Section or Section 6.10
except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified without the consent of the
Holder of each Outstanding Security thereby.

          Upon the request of the Company and the Guarantor, accompanied by
their respective Board Resolutions authorizing the execution of any such
supplemental indenture, and upon the filing with the Trustee of evidence of the
consent of Securityholders as aforesaid and other documents, if any, required by
Section 8.1, the Trustee shall join with the Company and the Guarantor in the
execution of such supplemental indenture unless such supplemental indenture
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such supplemental indenture.

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

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


                                      -63-

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

     Section 10.3 Notice of Supplemental Indenture. Promptly after the execution
by the Company, the Guarantor and the Trustee of any supplemental indenture
pursuant to the provisions of Section 10.2, the Company shall mail a notice
thereof by first-class mail to the Holders of Securities of each series affected
thereby at their addresses as they shall appear on the Security Register,
setting forth in general terms the substance of such supplemental indenture. Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture.

     Section 10.4 Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions of this Article, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith, but only with regard to the Securities of each series affected by
such supplemental indenture, and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company, the Guarantor and the Holders of any Securities of such series affected
thereby shall thereafter be determined, exercised and enforced hereunder subject
in all respects to such modifications and amendments, and all the terms and
conditions of any such supplemental indenture shall be and be deemed to be part
of the terms and conditions of this Indenture for any and all purposes with
regard to the Securities of such series.

     Section 10.5 Documents To Be Given to Trustee. The Trustee, subject to the
provisions of Section 7.1 and Section 7.2, shall be provided with, in addition
to the documents required by Section 13.6, an Officers' Certificate and an
Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant to this Article complies with the applicable provisions of
this Indenture and is authorized or permitted by this Indenture.

     Section 10.6 Notation on Securities in Respect of Supplemental Indentures.
Securities of any series affected by any supplemental indenture which are
authenticated and delivered after the execution of such supplemental indenture
pursuant to the provisions of this Article may bear a notation in form approved
by the Company, the Guarantor and 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
modification of this Indenture contained in any such supplemental indenture may
be prepared by the Company, the Guarantees endorsed thereon may be executed by
the Guarantor and such securities may be authenticated by the Trustee and
delivered in exchange for the Securities of such series then Outstanding.

     Section 10.7 Subordination Unimpaired. This Indenture may not be amended to
alter the subordination of any of the Outstanding Securities without the written
consent of each holder of Senior Indebtedness then outstanding that would be
adversely affected thereby.


                                      -64-

                                   ARTICLE 11

                   CONSOLIDATION, AMALGAMATION, MERGER OR SALE

     Section 11.1 Company and Guarantor May Consolidate, Etc., Only on Certain
Terms. The Company shall not consolidate or amalgamate with or merge into any
other Person (whether or not affiliated with the Company), or convey, transfer
or lease its properties and assets as an entirety or substantially as an
entirety to any other Person (whether or not affiliated with the Company), and
the Company shall not permit any other Person (whether or not affiliated with
the Company) to consolidate or amalgamate with or merge into the Company,
unless:

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

     (b) immediately after giving effect to such transaction and treating any
indebtedness which becomes an obligation of the Company or a Designated
Subsidiary as a result of such transaction as having been incurred by the
Company or a Designated Subsidiary at the time of such transaction, no Event of
Default or event which, after notice or lapse of time, or both, would become an
Event of Default, shall have occurred and be continuing.

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

               (x) in case the Guarantor shall consolidate or amalgamate with or
     merge into another Person or convey, transfer or lease its properties and
     assets


                                      -65-

     as an entirety or substantially as an entirety to any Person, the Person
     formed by such consolidation or amalgamation or into which the Guarantor is
     merged or the Person which acquires by conveyance or transfer, or which
     leases, the properties and assets of the Guarantor as an entirety or
     substantially as an entirety shall be a Corporation or limited liability
     company organized and existing under the laws of the United States of
     America, any state thereof or the District of Columbia, Bermuda, or any
     other country (including under the laws of any state, province or other
     political subdivision thereof) which is on the date of this Indenture a
     member of the Organization for Economic Cooperation and Development, and
     shall expressly assume, by an indenture (or indentures, if at such time
     there is more than one Trustee) supplemental hereto, executed by the
     successor Person and delivered to the Trustee the due and punctual payment
     of the principal of, any premium and interest on and any Additional Amounts
     with respect to all the Securities and the performance of every obligation
     in this Indenture and the Guarantees on the part of the Guarantor to be
     performed or observed; and

               (y) immediately after giving effect to such transaction and
     treating any indebtedness which becomes an obligation of the Guarantor or a
     Designated Subsidiary as a result of such transaction as having been
     incurred by the Company or a Designated Subsidiary at the time of such
     transaction, no Event of Default or event which, after notice or lapse of
     time, or both, would become an Event of Default, shall have occurred and be
     continuing.

     Section 11.2 Opinion of Counsel. Either the Company or the Guarantor, as
the case may be, or the successor Person shall deliver to the Trustee prior to
the proposed transaction(s) covered by Section 11.1 an Officers' Certificate and
an Opinion of Counsel stating that the transaction(s) and such supplemental
indenture are authorized and permitted by this Indenture and that all conditions
precedent to the consummation of the transaction(s) under this Indenture have
been met.

     Section 11.3 Successor Person Substituted. Upon any consolidation or
amalgamation by the Company or the Guarantor with or merger of the Company or
the Guarantor into any other Person or any lease, sale, assignment, or transfer
of all or substantially all of the property and assets of the Company or the
Guarantor in accordance with Section 11.1, the successor Person formed by such
consolidation or amalgamation or into which the Company or the Guarantor is
merged or the successor Person or affiliated group of Persons to which such
lease, sale, assignment, or transfer is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company or the
Guarantor under this Indenture with the same effect as if such successor Person
or Persons had been named as the Company or the Guarantor herein, and
thereafter, except in the case of a lease, the predecessor Person or Persons
shall be relieved of all obligations and covenants under this Indenture and the
Securities and in the event of such conveyance or transfer, except in the case
of a lease, any such predecessor Person may be dissolved and liquidated.


                                      -66-

                                   ARTICLE 12

                    SATISFACTION AND DISCHARGE OF INDENTURE,
                                UNCLAIMED MONEYS

     Section 12.1 Satisfaction and Discharge of Securities of Any Series. The
Company and the Guarantor shall be deemed to have satisfied and discharged this
Indenture with respect to the entire indebtedness on all the Outstanding
Securities of any particular series, and the Trustee, at the expense of the
Company and upon Company Request, shall execute proper instruments acknowledging
such satisfaction and discharge, when

     (a)  either:

               (i) all Outstanding Securities of such series theretofore
     authenticated and delivered (other than (i) any Securities of such series
     which have been destroyed, lost or stolen and which have been replaced or
     paid as provided in Section 3.7 and (ii) Outstanding Securities of such
     series for whose payment money has theretofore been deposited in trust or
     segregated and held in trust by the Company and the Guarantor and
     thereafter repaid to the Company and the Guarantor or discharged from such
     trust, as provided in Section 12.3) have been delivered to the Trustee for
     cancellation; or

               (ii) all Outstanding Securities of such series described in
     sub-clause (i) above (other than the Securities referred to in the
     parenthetical phrase thereof) not theretofore delivered to the Trustee for
     cancellation:

               (x) have become due and payable;

               (y) will become due and payable at their Stated Maturity within
     one year; or

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

          (A) the Company and the Guarantor have irrevocably deposited or caused
to be irrevocably deposited with the Trustee as trust funds in trust an amount
(except as otherwise specified pursuant to Section 3.1 for the Securities of
such series) sufficient to pay and discharge the entire indebtedness on all such
Outstanding Securities of such series, not therefore delivered to the Trustee
for cancellation, including the principal of, any premium and interest on, and
any Additional Amounts with respect to such Securities (based upon applicable
law as in effect on the date of such deposit), to the date of such deposit (in
the case of Securities which have become due and payable) or to the Maturity
thereof, as the case may be;


                                      -67-

          (B) the Company and the Guarantor have irrevocably deposited or caused
to be irrevocably deposited with the Trustee as obligations in trust such amount
of Government Obligations as will, in a written opinion of independent public
accountants delivered to the Trustee, together with the predetermined and
certain income to accrue thereon (without consideration of any reinvestment
thereof), be sufficient to pay and discharge when due the entire indebtedness on
all such Outstanding Securities of such series for unpaid principal (and
premium, if any), interest on, and any Additional Amounts to the date of such
deposit (in the case of Securities which have become due and payable) or
Maturity thereof, as the case may be;

     (b) the Company and the Guarantor have paid or caused to be paid all other
sums payable with respect to the outstanding Securities of such series including
all fees due to the Trustee under Section 7.6;

     (c) the Company and the Guarantor have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the due satisfaction and
discharge of this Indenture with respect to the entire indebtedness on all
Outstanding Securities of any such series have been complied with; and

     (d) if the Securities of such series are not to become due and payable at
their Stated Maturity within one year of the date of such deposit or are not to
be called for redemption within one year of the date of such deposit under
arrangements satisfactory to the Trustee as of the date of such deposit, then
the Company shall have given, not later than the date of such deposit, notice of
such deposit to the Holders of the Securities of such series.

          Upon the satisfaction of the conditions set forth in this Section 12.1
with respect to all the Outstanding Securities of any series, the terms and
conditions with respect thereto set forth in this Indenture shall no longer be
binding upon, or applicable to, the Company and the Guarantor; provided,
however, that the Company and the Guarantor shall not be discharged from (a) any
obligations under Section 7.6 and Section 7.10 and (b) any obligations under
Section 3.6, Section 3.7, Section 5.1 and Section 12.3 and (c) any obligations
under Section 4.4, with respect to the payment of any Additional Amounts, if
any, (but only to the extent that the Additional Amounts payable with respect to
any Outstanding Securities of such series exceed the amount deposited in respect
of such Additional Amounts pursuant to Section 12.1(a)(ii)); and provided,
further, that in the event a petition for relief under the Federal Bankruptcy
Code or a successor statute is filed with respect to the Company or the
Guarantor within 91 days after the deposit, this Indenture with respect to the
entire indebtedness on all Securities of such series shall not be discharged,
and in such event the Trustee shall return such deposited funds or obligations
as it is then holding to the Company upon Company Request or the Guarantor upon
Guarantor Request, as the case may be.

     Section 12.2 Defeasance and Covenant Defeasance. (a) Unless pursuant to
Section 3.1, either or both of (i) defeasance of the Securities of or within a
series under clause (b) of this Section 12.2 shall not be applicable with
respect to the Securities of


                                      -68-

such series or (ii) covenant defeasance of the Securities of or within a series
under clause (c) of this Section 12.2 shall not be applicable with respect to
the Securities of such series, then such provisions, together with the other
provisions of this Section 12.2 (with such modifications thereto as may be
specified pursuant to Section 3.1 with respect to any Securities), shall be
applicable to such Securities and the Company and the Guarantor may at their
options by their respective Board Resolutions, at any time, with respect to such
Securities, elect to have Section 12.2(b) or Section 12.2(c) be applied to such
Outstanding Securities upon compliance with the conditions set forth below in
this Section 12.2.

     (b) Upon the Company's and the Guarantor's exercise of the above option
applicable to this Section 12.2(b) with respect to any Securities of or within a
series, the Company and the Guarantor shall be deemed to have been discharged
from its obligations with respect to such Outstanding Securities on the date the
conditions set forth in clause (d) of this Section 12.2 are satisfied
(hereinafter, "defeasance"). For this purpose, such defeasance means that the
Company and the Guarantor shall be deemed to have paid and discharged the entire
Indebtedness represented by such Outstanding Securities which shall thereafter
be deemed to be "Outstanding" only for the purposes of clause (c) of this
Section 12.2 and the other Sections of this Indenture referred to in clauses (i)
and (ii) below, and to have satisfied all of its other obligations under such
Securities and this Indenture insofar as such Securities are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following which shall survive until
otherwise terminated or discharged hereunder: (i) the rights of Holders of such
Outstanding Securities, solely from the trust fund described in clause (d) of
this Section 12.2 and as more fully set forth in such clause, payments in
respect of the principal of (and premium, if any) and interest, if any, on, and
Additional Amounts, if any, with respect to, such Securities when such payments
are due, and any rights of such Holder to convert such Securities into Common
Stock of the Company or the Guarantor or exchange such Securities for other
securities; (ii) the obligations of the Company, the Guarantor and the Trustee
with respect to such Securities under Sections 3.6, 3.7, 4.2, 4.3 and 12.3 and
with respect to the payment of Additional Amounts, if any, on such Securities as
contemplated by Section 4.4 (but only to the extent that the Additional Amounts
payable with respect to such Securities exceed the amount deposited in respect
of such Additional Amounts pursuant to Section 12.2(d)(1) below), and with
respect to any rights to convert such Securities into Common Stock of the
Company or the Guarantor or exchange such Securities for other securities; (iii)
the rights, powers, trusts, duties and immunities of the Trustee hereunder
including, without limitation, the compensation, reimbursement and indemnities
provided in Section 7.6 herein; and (iv) this Section 12.2. The Company and the
Guarantor may exercise its option under this Section 12.2(b) notwithstanding the
prior exercise of its option under clause (c) of this Section 12.2 with respect
to such Securities.

     (c) Upon the Company's and the Guarantor's exercise of the option to have
this Section 12.2(c) apply with respect to any Securities of or within a series,
the Company and the Guarantor shall be released from their obligations in
respect of any other covenant applicable to such Securities, with respect to
such Outstanding Securities on and after the date the conditions set forth in
clause (d) of this Section 12.2 are satisfied


                                      -69-

(hereinafter, "covenant defeasance"), and such Securities shall thereafter be
deemed to be not "Outstanding" for the purposes of any direction, waiver,
consent or declaration or Act of Holders (and the consequences of any thereof)
in connection with any such covenant or obligation, but shall continue to be
deemed "Outstanding" for all other purposes hereunder. For this purpose, such
covenant defeasance means that, with respect to such Outstanding Securities, the
Company and the Guarantor may omit to comply with, and shall have no liability
in respect of, any term, condition or limitation set forth in any such Section
or such other covenant or obligation, whether directly or indirectly, by reason
of any reference elsewhere herein to any such Section or such other covenant or
obligation or by reason of reference in any such Section or such other covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a default or an Event of Default under Section 6.1
but, except as specified above, the remainder of this Indenture and such
Securities shall be unaffected thereby.

     (d) The following shall be the conditions to application of clause (b) or
(c) of this Section 12.2 to any Outstanding Securities of or within a series:

               (i) The Company and the Guarantor shall irrevocably have
     deposited or caused to be deposited with the Trustee (or another trustee
     satisfying the requirements of Section 7.8 who shall agree to comply with
     the provisions of this Section 12.2 applicable to it) as trust funds in
     trust for the purpose of making the following payments, specifically
     pledged as security for, and dedicated solely to, the benefit of the
     Holders of such Securities, (1) an amount in Dollars or in such Foreign
     Currency in which such Securities are then specified as payable at Stated
     Maturity, or (2) Government Obligations applicable to such Securities
     (determined on the basis of the Currency in which such Securities are then
     specified as payable at Stated Maturity) which through the scheduled
     payment of principal and interest in respect thereof in accordance with
     their terms will provide, not later than one day before the due date of any
     payment with respect to such Securities, money in an amount, or (3) a
     combination thereof, in any case, in an amount, sufficient, without
     consideration of any reinvestment of such principal and interest, in the
     opinion of a nationally recognized firm of independent public accountants
     expressed in a written certification thereof delivered to the Trustee, to
     pay and discharge, and which shall be applied by the Trustee (or other
     qualifying trustee) to pay and discharge, (y) the principal of (and
     premium, if any) and interest, if any, on, and any Additional Amounts with
     respect to such Securities (based upon applicable law as in effect on the
     date of such deposit), such Outstanding Securities at the Stated Maturity
     or Redemption Date of such principal or installment of principal or premium
     or interest and (z) any mandatory sinking fund payments or analogous
     payments applicable to such Outstanding Securities on the days on which
     such payments are due and payable in accordance with the terms of this
     Indenture and of such Securities and, if applicable, shall have made
     irrevocable arrangements satisfactory to the Trustee for the redemption of
     any Securities to be redeemed at the option of the Company in connection
     with such deposit.


                                      -70-

               (ii) No Event of Default or event which with notice or lapse of
     time or both would become an Event of Default with respect to such
     Securities shall have occurred and be continuing on the date of such
     deposit (after giving effect thereto) and, with respect to defeasance only,
     no event described in Section 6.1(f) or (g) at any time during the period
     ending on the 91st day after the date of such deposit (it being understood
     that this condition shall not be deemed satisfied until the expiration of
     such period).

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

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

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

               (vi) With respect to defeasance only, the Company and the
     Guarantor shall have delivered to the Trustee an Opinion of Counsel to the
     effect that, after the 91st day after the date of deposit, all money and
     Government Obligations (or other property as may be provided pursuant to
     Section 3.1) (including the proceeds thereof) deposited or caused to be
     deposited with the Trustee (or other qualifying trustee) pursuant to this
     clause (d) to be held in trust will not be subject to recapture or
     avoidance as a preference in any case or proceeding (whether voluntary or
     involuntary) in respect of the Company or the Guarantor under any Federal
     or State bankruptcy, insolvency, reorganization or other similar law, or
     any decree or order for relief in respect of the Company or the Guarantor
     issued in connection therewith (for which purpose such Opinion of Counsel
     may assume that no Holder is an "insider").


                                      -71-

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

               (viii) The Company and the Guarantor shall have delivered to the
     Trustee an Officers' Certificate and an Opinion of Counsel, each stating
     that all conditions precedent to the defeasance or covenant defeasance
     under clause (b) or (c) of this Section 12.2 (as the case may be) have been
     complied with.

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

     (e) Unless otherwise specified in or pursuant to this Indenture, if, after
a deposit referred to in Section 12.2(d)(i) has been made, (i) the Holder of a
Security in respect of which such deposit was made is entitled to, and does,
elect pursuant to Section 3.1 or the terms of such Security to receive payment
in a Currency other than that in which the deposit pursuant to Section
12.2(d)(i) has been made in respect of such Security, or (ii) a Conversion Event
occurs in respect of the Foreign Currency in which the deposit pursuant to
Section 12.2(d)(i) has been made, the indebtedness represented by such Security
shall be deemed to have been, and will be, fully discharged and satisfied
through the payment of the principal of (and premium, if any), and interest, if
any, on, and Additional Amounts, if any, with respect to, such Security as the
same becomes due out of the proceeds yielded by converting (from time to time as
specified below in the case of any such election) the amount or other property
deposited in respect of such Security into the Currency in which such Security
becomes payable as a result of such election or Conversion Event based on (x) in
the case of payments made pursuant to clause (i) above, the applicable market
exchange rate for such Currency in effect on the second Business Day prior to
each payment date, or (y) with respect to a Conversion Event, the applicable
market exchange rate for such Foreign Currency in effect (as nearly as feasible)
at the time of the Conversion Event.

          The Company and the Guarantor shall pay and indemnify the Trustee (or
other qualifying trustee, collectively for purposes of this Section 12.2(d) and
Section 12.3, the "Trustee") against any tax, fee or other charge, imposed on or
assessed against the Government Obligations deposited pursuant to this Section
12.2 or the principal or interest received in respect thereof other than any
such tax, fee or other charge which by law is for the account of the Holders of
such Outstanding Securities.

          Anything in this Section 12.2 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request or to the Guarantor from time to time upon Guarantor Request any money
or Government Obligations (or other property and any proceeds therefrom) held by
it as provided in clause (d) of this Section 12.2 which, in the opinion of a
nationally recognized firm of


                                      -72-

independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect a defeasance or covenant defeasance, as
applicable, in accordance with this Section 12.2.

     Section 12.3 Application of Trust Money. All money and obligations
deposited with the Trustee pursuant to Section 12.1 or 12.2 shall be held
irrevocably in trust and shall be made under the terms of an escrow trust
agreement in form and substance satisfactory to the Company, the Guarantor and
the Trustee. Such money and obligations shall be applied by the Trustee, in
accordance with the provisions of the Securities, this Indenture and such escrow
trust agreement, to the payment, either directly or through any Paying Agent
(including the Company or the Guarantor acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal of (and
premium, if any) and interest, if any, on the Securities for the payment of
which such money and obligations have been deposited with the Trustee. If
Securities of any series are to be redeemed prior to their Stated Maturity,
whether pursuant to any optional redemption provisions or in accordance with any
mandatory or optional sinking fund requirement, the Company shall give the
required notice of redemption or shall make such arrangements as are
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company.

     Section 12.4 Repayment of Moneys Held by Paying Agent. In connection with
the satisfaction and discharge of this Indenture with respect to Securities of
any series, all moneys with respect to such series then held by any Paying Agent
(and not required for such satisfaction and discharge) shall, upon demand of the
Company or the Guarantor, be repaid to it or paid to the Trustee and thereupon
such Paying Agent shall be released from all further liability with respect to
such moneys.

     Section 12.5 Return of Unclaimed Moneys Held by Trustee and Paying Agent.
Any moneys deposited with or paid to the Trustee or any Paying Agent for the
payment of the principal of, or premium, if any, or interest, if any, on,
Securities of any series and which shall not be applied but shall remain
unclaimed by the Holders of Securities of such series for two years after the
date upon which such payment shall have become due and payable, shall be repaid
to the Company or the Guarantor by the Trustee on demand; and the Holder of any
of such Securities entitled to receive such payment shall thereafter look only
to the Company or the Guarantor for the payment thereof; provided, however, that
the Company or the Guarantor or the Trustee, before making any such repayment,
shall at the expense of the Company cause to be published once a week for two
successive weeks (in each case on any day of the week) in an Authorized
Newspaper, or mail to each Holder, or both, a notice that said moneys have not
been so applied and that after a date named therein any unclaimed balance of
said moneys then remaining will be returned to the Company or the Guarantor.

          If the Trustee or Paying Agent is unable to apply any money in
accordance with Section 12.3 by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's and the Guarantor's obligations under this
Indenture and the Securities shall


                                      -73-

be revived and reinstated as though no deposit had occurred pursuant to Section
12.1 or Section 12.2 until such time as the Trustee or Paying Agent is permitted
to apply all such money in accordance with Section 12.3; provided, however, that
if the Company or the Guarantor makes any payment of interest on or principal
of, or any Additional Amounts, with respect to any Security following the
reinstatement of its obligations, the Company or the Guarantor, as the case may
be, shall be subrogated to the rights of the Holders of such Securities to
receive such payment from the money held by the Trustee or Paying Agent.

                                   ARTICLE 13

                            MISCELLANEOUS PROVISIONS

     Section 13.1 Incorporators, Stockholders, Officers and Directors of Company
and Guarantor Exempt from Individual Liability. No recourse under or upon any
obligation, covenant or agreement contained in this Indenture, or in any
Security, or for any claim based thereon or otherwise in respect thereof, or
because of any indebtedness evidenced thereby, shall be had against any
incorporator, as such, or against any past, present or future stockholder,
officer or director, as such, of the Company or the Guarantor or of any
successor, either directly or through the Company or the Guarantor or any
successor, under any rule of law, statute or constitutional provision or by the
enforcement of any assessment or by any legal or equitable proceeding or
otherwise it being expressly understood that this Indenture and the obligations
issued hereunder are solely corporate obligations, and that no such personal
liability whatever shall attach to, or is or shall be incurred by, the
incorporators, shareholders, officers or directors, as such, of the Company or
the Guarantor, or any of them, because of the creation of the indebtedness
hereby authorized, or under or by reason of the obligations, covenants or
agreements contained in this Indenture or in any Security or implied therefrom;
and that any and all such personal liability of every name and nature, either at
common law or in equity or by constitution or statute, of, and any and all such
rights and claims against, every such incorporator, shareholder, officer or
director, as such, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any Security or implied therefrom, are hereby
expressly waived and released as a condition of, and as a consideration for, the
execution of this Indenture and the issuance of such Security.

     Section 13.2 Provisions of Indenture for the Sole Benefit of Parties and
Securityholders. Nothing in this Indenture or in the Securities, expressed or
implied, shall give or be construed to give to any Person, other than the
parties hereto and their successors and the holders of Senior Indebtedness and
the Holders of the Securities, any legal or equitable right, remedy or claim
under this Indenture or under any covenant or provision herein contained, all
such covenants and provisions being for the sole benefit of the parties hereto
and their successors and the holders of Senior Indebtedness and the Holders of
the Securities.

     Section 13.3 Successors and Assigns of Company and Guarantor Bound by
Indenture. All the covenants, stipulations, promises and agreements in this
Indenture


                                      -74-

contained by or on behalf of the Company and the Guarantor shall bind their
respective successors and assigns, whether so expressed or not.

     Section 13.4 Notices 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 by first-class
mail, postage prepaid, to such Holders as their names and addresses appear on
the Securities Register within the time prescribed.

          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 on such waiver. 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, and any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given. In the case by
reason of the suspension of regular mail service or by reason of any other cause
it shall be impracticable to give such notice by mail, then such notification as
shall be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder. In case by reason of the suspension of
publication of any Authorized Newspapers or by reason of any other cause it
shall be impracticable to publish any notice to Holders otherwise required or
permitted under this Indenture, then such notification as shall be given with
the approval of the Trustee shall constitute sufficient notice to such Holders
for every purpose hereunder.

     Section 13.5 Addresses for Notices. Any notice or demand which by any
provision of this Indenture is required or permitted to be given or served by
the Trustee or by the Holders of Securities of any series on the Company or the
Guarantor may be given or served by registered mail addressed (until another
address is filed by the Company with the Trustee) as follows: to the Company,
Platinum Underwriters Finance, Inc., 2 World Financial Center, 225 Liberty
Street, 23rd Floor, New York, NY 10281, Attention: Secretary; and to the
Guarantor, Platinum Underwriters Holdings, Ltd., The Belvedere Building, 69
Pitts Bay Road, Pembroke, Bermuda, HM 08 and Attention: Secretary. Any notice,
direction, request or demand by the Company or any Holders of Securities of any
series to or upon the Trustee shall be deemed to have been sufficiently given or
made, for all purposes, if received at the Corporate Trust Office of such
Trustee.

     Section 13.6 Officers' Certificates and Opinions of Counsel; Statements to
Be Contained Therein. Upon any application or demand by the Company or the
Guarantor to the Trustee to take any action under any of the provisions of this
Indenture, the Company shall furnish to the Trustee an Officers' Certificate
stating that all conditions precedent (including any 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 any covenants compliance with which constitutes a


                                      -75-

condition precedent) have been complied with, except that in the case of any
such application or demand as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or demand, no additional certificate or opinion need be
furnished.

          Each certificate or opinion provided for in this Indenture (other than
annual certificates provided pursuant to Section 4.7) and delivered to the
Trustee with respect to compliance with a condition or covenant provided for in
this Indenture shall include (a) a statement that the Person making such
certificate or opinion has read such covenant or condition, (b) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based, (c) a statement that, in the opinion of such Person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with and (d) a statement as to whether or not, in the opinion of such
Person, such condition or covenant has been complied with.

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

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

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

     Section 13.7 Separability Clause. In case any provision of this Indenture
or of the Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.


                                      -76-

     Section 13.8 Legal Holidays. In any case where any Interest Payment Date,
Redemption Date or Stated Maturity of any Security shall not be a Business Day
in any Place of Payment, then (notwithstanding any other provision of this
Indenture or of the Securities, other than a provision in Securities of any
series, or any Tranche thereof, or in the indenture supplemental hereto, Board
Resolution of the Company or Officers' Certificate of the Company that
establishes the terms of the Securities of such series or Tranche, which
specifically states that such provision shall apply in lieu of this Section)
payment of interest or principal and premium, if any, need not be made at such
Place of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on the
Interest Payment Date or Redemption Date, or at the Stated Maturity, and, if
such payment is made or duly provided for on such Business Day, no interest
shall accrue on the amount so payable for the period from and after such
Interest Payment Date, Redemption Date or Stated Maturity, as the case may be,
to such Business Day.

     Section 13.9 Conflict of Any Provision of Indenture with Trust Indenture
Act. If and to the extent that 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 that may be so modified or excluded, the former
provision shall control.

     Section 13.10 Governing Law. This Indenture and each Security shall be
deemed to be a contract governed by and construed in accordance with the laws of
the State of New York applicable to agreements made or instruments entered into
and, in each case, performed in said state.

     Section 13.11 Judgment Currency. Each of the Company and the Guarantor
agrees, to the fullest extent that it may effectively do so under applicable
law, that (a) if for the purpose of obtaining judgment in any court it is
necessary to convert the sum due in respect of the principal of, or premium or
interest, if any, or Additional Amounts on the Securities of any series (the
"Required Currency") into a currency in which a judgment will be rendered (the
"Judgment Currency"), the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in the City
of New York the requisite amount of the Required Currency with the Judgment
Currency on the New York Banking Day preceding the day on which a final
unappealable judgment is given and (b) its obligations under this Indenture to
make payments in the Required Currency (i) shall not be discharged or satisfied
by any tender, or any recovery pursuant to any judgment (whether or not entered
in accordance with clause (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the
actual receipt, by the payee, of the full amount of the Required Currency
expressed to be payable in respect of such payments, (ii) shall be enforceable
as an alternative or additional cause of action for the purpose of recovering in
the Required Currency the amount, if any, by which such actual receipt shall
fall short of the full amount of the Required Currency so expressed to be
payable and (iii) shall not be affected by judgment being obtained for any other
sum due under this Indenture. For purposes of the foregoing, "New York Banking
Day" means any day


                                      -77-

except a Saturday, Sunday or a legal holiday in The City of New York or a day on
which banking institutions in The City of New York are authorized or obligated
by law, regulation or executive order to be closed.

     Section 13.12 No Security Interest Created. Nothing in this Indenture or in
any Securities, express or implied, shall be construed to constitute a security
interest under the Uniform Commercial Code or similar legislation, as now or
hereafter enacted and in effect in any jurisdiction where property of the
Company or the Guarantor or their respective Subsidiaries is or may be located.

     Section 13.13 Submission to Jurisdiction. Each of the Company and the
Guarantor agrees that any judicial proceedings instituted in relation to any
matter arising under this Indenture or the Securities appertaining thereto may
be brought in any United States Federal or New York State court sitting in the
Borough of Manhattan, The City of New York, New York to the extent that such
court has subject matter jurisdiction over the controversy, and, by execution
and delivery of this Indenture, each of the Company and the Guarantor hereby
irrevocably accepts, generally and unconditionally, the personal 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 service or 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 System,
111 Eighth Avenue, New York, New York 10011, as its agent to receive on its
behalf service of all process (with a copy of all such service of process to be
delivered to the Company, Platinum Underwriters Finance, Inc., 2 World Financial
Center, 225 Liberty Street, 23rd Floor, New York, New York 10281, Attention:
Secretary; and to the Guarantor, Platinum Underwriters Holdings, Ltd., The
Belvedere Building, 69 Pitts Bay Road, Pembroke, Bermuda, HM 08 and Attention:
Secretary) brought against it with respect to any such proceeding in any such
court in The City of New York, such service being hereby acknowledged by the
Company or the Guarantor to be effective and binding service on it in every
respect whether or not the Company or the Guarantor, as the case may be, 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 and such successor's acceptance of
such appointment. Upon such acceptance, the Company shall notify the Trustee in
writing of the name and address of such successor. 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 its agent 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 to
serve process in any other manner permitted by any law or limit the right of the
Trustee or any


                                      -78-

Holder to institute proceedings against the Company or the Guarantor or both in
the courts of any other jurisdiction or jurisdictions.

     Section 13.14 Counterparts. This Indenture may be executed in any number of
counterparts, and on separate counterparts, each of which shall be an original;
but such counterparts shall together constitute but one and the same instrument.

     Section 13.15 Effect of Headings. The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the
interpretation hereof.

                                   ARTICLE 14
                            REDEMPTION OF SECURITIES

     Section 14.1 Applicability of Article. The provisions of this Article shall
be applicable to the Securities of any series which are redeemable before their
Stated Maturity except as otherwise specified as contemplated by Section 3.1 for
Securities of such series.

     Section 14.2 Notice of Redemption; Selection of Securities. In case the
Company shall desire to exercise the right to redeem all or, as the case may be,
any part of the Securities of any series in accordance with their terms, it
shall fix a Redemption Date and shall provide notice of such redemption at least
45 days prior to such Redemption Date to the Trustee and at least 30 days but no
more than 60 days prior to such Redemption Date to the Holders of Securities of
such series so to be redeemed as a whole or in part in the manner provided in
Section 13.4, unless a different period is specified in the Securities to be
redeemed. The notice provided in the manner herein specified shall be
conclusively presumed to have been duly given, whether or not the Holder
receives such notice. In any case, failure to give such notice or any defect in
the notice to the Holder of any Security of a series designated for redemption
as a whole or in part shall not affect the validity of the proceedings for the
redemption of any other Security of such series.

          Each such notice of redemption shall specify the Redemption Date, the
Redemption Price, the CUSIP or other comparable number, the Place or Places of
Payment, that the Securities of such series are being redeemed at the option of
the Company pursuant to provisions contained in the terms of the Securities of
such series or in a supplemental indenture establishing such series, if such be
the case, together with a brief statement of the facts permitting such
redemption, that payment will be made upon presentation and surrender of the
applicable Securities at the Place or Places of Payment, that the Redemption
Price together with any interest accrued and Additional Amounts to the
Redemption Date will be paid as specified in said notice, and that on and after
said Redemption Date any interest thereon or on the portions thereof to be
redeemed will cease to accrue, and any information that is required to be
included therein by the Depository.


                                      -79-

          If fewer than all the Securities of any series are to be redeemed the
notice of redemption shall specify the numbers of the Securities of such series
to be redeemed. In case any Security of any series is to be redeemed in part
only, the notice of redemption shall state the portion of the principal amount
thereof to be redeemed and shall state that on and after the Redemption Date,
upon surrender of such Security, a new Security or Securities of such series in
principal amount equal to the unredeemed portion thereof will be issued, or, in
the case of Securities providing appropriate space for such notation, at the
option of the Holders the Trustee, in lieu of delivering a new Security or
Securities as aforesaid, may make a notation on such Security of the payment of
the redeemed portion thereof.

          On or before 10:00 a.m., New York City time, on the Redemption Date
with respect to the Securities of any series stated in the notice of redemption
given as provided in this Section 14.2, the Company or the Guarantor will
deposit with the Trustee or with one or more Paying Agents an amount of money
(except as otherwise specified as contemplated by Section 3.1 for the Securities
of such series or if the Company or the Guarantor is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 4.3) sufficient to
redeem on such Redemption Date all the Securities or portions thereof so called
for redemption at the applicable Redemption Price, together with accrued
interest on and Additional Amounts with respect thereto, to such Redemption
Date.

          If fewer than all the Securities of any series, or any Tranche
thereof, are to be redeemed, the Company shall give notice of redemption to the
Trustee not less than 60 days prior to the Redemption Date as to the aggregate
principal amount of Securities to be redeemed.

          If a Holders' Redemption Agreement, as hereinafter defined, is not on
file with the Trustee and in effect, the particular Securities to be redeemed
shall be selected by the Trustee, from the Outstanding Securities of such series
or Tranche not previously called for redemption, substantially pro rata, by lot
or by any other method the Trustee considers fair and appropriate and that
complies with the requirements of the principal national securities exchange, if
any, on which such Securities are listed, and which may provide for the
selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series or Tranche or any integral multiple
thereof) of the principal amount of Securities of such series or Tranche of a
denomination larger than the minimum authorized denomination for Securities of
that series or Tranche; provided that in case the Securities of such series or
Tranche have different terms and maturities, the Securities to be redeemed shall
be selected by the Company and the Company shall give notice thereof to the
Trustee; provided, however, that if, as indicated in an Officers' Certificate of
the Company, the Company shall have offered to purchase all or any principal
amount of the Securities then Outstanding of any series, or any Tranche thereof,
and fewer than all of such Securities as to which such offer was made shall have
been tendered to the Company for such purchase, the Trustee, if so directed by
Company Order, shall select for redemption all or any principal amount of such
Securities which have not been so tendered.


                                      -80-

          If the Trustee shall use "CUSIP" numbers in notices as a convenience
to Holders, then any such notice may state that no representation is made as to
the correctness of such numbers either as printed on the Securities or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.
The Company will promptly notify the Trustee in writing of any change in the
"CUSIP" numbers.

          If at the time the Company shall have given notice of redemption to
the Trustee in accordance with Section 14.2, there shall be on file with the
Trustee and in effect a Holders' Redemption Agreement, as hereinafter defined,
then the Trustee shall select, in accordance with the provisions of said
Holders' Redemption Agreement, the Securities or parts thereof to be redeemed.

          For the purposes of this Indenture, the term "Holders' Redemption
Agreement" shall mean an agreement, reasonably satisfactory to the Trustee,
executed as provided in this Section, which provides for the method to be
followed by the Trustee in selecting Securities or parts of Securities for
redemption out of any funds held by the Trustee to be applied to such
redemption. A Holders' Redemption Agreement may be made with respect to a single
series of Securities, or Tranche thereof, in which case it shall be executed by
or on behalf of the Holders of all Outstanding Securities of such series or
Tranche, or it may be made with respect to all Outstanding Securities in which
case it shall be executed by or on behalf of the Holders of all Securities
Outstanding hereunder.

          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.

     Section 14.3 Payment of Securities Called for Redemption. If notice of
redemption has been given as above provided and the Company or the Guarantor has
deposited, on or before the Redemption Date, with the Trustee (and/or having
irrevocably directed the Trustee to apply, from money held by it available to be
used for the redemption of Securities) an amount in cash sufficient to redeem
all of the Securities to be redeemed, the Securities or portions of Securities
of the series specified in such notice shall become due and payable on the
Redemption Date, and at the place or places stated in such notice at the
applicable Redemption Price, together with any interest accrued to such
Redemption Date, and on and after said Redemption Date any interest on the
Securities or portion of Securities of any series so called for redemption shall
cease to accrue. On presentation and surrender of such Securities at a Place of
Payment in such notice specified, such Securities or the specified portions
thereof shall be paid and redeemed by the Company at the applicable Redemption
Price, together with any interest accrued and Additional Amounts to the
Redemption Date, except that if such Redemption Date is an Interest Payment
Date, interest shall be paid as provided in Section 3.8.

          Upon presentation of any Security redeemed in part only, the Company
shall execute and the Trustee shall authenticate and make available for delivery
to or on


                                      -81-

the order of the Holder thereof, at the expense of the Company, a new Security
or Securities of such series, of authorized denominations, in principal amount
equal to the unredeemed portion of the Security so presented having endorsed
thereon a Guarantee or Guarantees executed by the Guarantor.

          If a Security in global form is so surrendered, the Company shall
execute, and the Trustee shall authenticate and deliver to the U.S. Depository
or other Depository for such Security in global form as shall be specified in
the Company Order with respect thereto to the Trustee, without service charge, a
new Security in global form in a denomination equal to and in exchange for the
unredeemed portion of the principal of the Security in global form so
surrendered having endorsed thereon a Guarantee or Guarantees executed by the
Guarantor.

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

                                   ARTICLE 15

                                  SINKING FUNDS

     Section 15.1 Applicability of Article. The provisions of this Article shall
be applicable to any sinking fund for the retirement of Securities of a series
except as otherwise specified as contemplated by Section 3.1 for Securities of
such series.

          The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment".

     Section 15.2 Satisfaction of Mandatory Sinking Fund Payment with
Securities. In lieu of making all or any part of any mandatory sinking fund
payment with respect to any Securities of a series in cash, the Company or the
Guarantor may at its option, at any time but not less than 45 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 which have been redeemed through the
application of mandatory 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 such Securities have not been previously so
credited. Such Securities shall be received and credited for such purpose by the
Trustee at the Redemption Price specified in such Securities for redemption
through operation of the mandatory sinking fund and the amount of such mandatory
sinking fund payment shall be reduced accordingly.


                                      -82-

     Section 15.3 Redemption of Securities for Sinking Fund. 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 series pursuant to the
terms of such series, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities of such series pursuant to Section 15.2 and
whether the Company intends to exercise its rights to make a permitted optional
sinking fund payment with respect to such series. Such 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 next
succeeding sinking fund payment date. In the case of the failure of the Company
to deliver such certificate (or to deliver the Securities, if any, specified in
such certificate within the time period specified in Section 15.2), unless
otherwise agreed by the Trustee, the sinking fund payment due on the next
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 15.2 and without the right
to make any optional sinking fund payment, if any, with respect to such series.

          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) 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
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 together with accrued interest, if any, to the applicable
Redemption Date. Any sinking fund moneys not so applied or allocated by the
Trustee (or by the Company if the Company is acting as its own Paying Agent) to
the redemption of Securities shall be added to the next sinking fund payment
received by the Trustee (or if the Company is acting as its own Paying Agent,
segregated and held in trust as provided in Section 4.3) for such series and,
together with such payment (or such amount so segregated) shall be applied in
accordance with the provisions of this Section 15.3. 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, segregated and
held in trust as provided in Section 4.3) on 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),
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 or cause to be selected the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section
14.2 and the Company shall cause notice of the redemption thereof to be given in
the manner provided in Section 14.2 except that the notice of redemption shall
also state that the Securities are being redeemed by operation of the sinking
fund and whether the sinking


                                      -83-

fund payment is mandatory or optional, or both, as the case may be. Such notice
having been duly given, the redemption of the Securities shall be made upon the
terms and in the manner stated in Section 14.3.

          On or before 10:00 a.m., New York City time, on each sinking fund
payment date, the Company shall pay to the Trustee (or, if the Company is acting
as its own Paying Agent, will segregate and hold in trust as provided in Section
4.3) in cash a sum equal to the principal and any interest accrued to the
Redemption Date for Securities or portions thereof to be redeemed on such
sinking fund payment date pursuant to this Section.

          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 acting as its own Paying Agent) shall redeem such Securities if cash
sufficient for that purpose shall be deposited with the Trustee (or segregated
by the Company) 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, however, that in case such Event of Default or default shall
have been cured or waived as provided 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.

                                   ARTICLE 16

                                   GUARANTEES

     Section 16.1 Guarantee. The Guarantor hereby absolutely, fully and
unconditionally and irrevocably guarantees to each Holder of a Security
authenticated and delivered by the Trustee, and to the Trustee on behalf of each
such Holder, (a) the due and punctual payment of the principal of, premium, if
any, and interest, if any, on each such Security and the due and punctual
payment of any sinking fund payments provided for pursuant to the terms of such
Security when and as the same shall become due and payable, whether a the Stated
Maturity, by declaration of acceleration, call for redemption or otherwise, (b)
the due and punctual payment of interest on overdue principal of and interest on
each such Security, if any, if lawful, and (c) the due and punctual of any and
all other payments due to the Holder of each such Security all in accordance
with the terms of such Security, if any, if lawful, and (d) the due and punctual
payment of any and all other payments due to the Holder of each such Security or
to the Trustee all in accordance with the terms of such Security and of this
Indenture. In case


                                      -84-

of the failure of the Company punctually to make any such payment of principal
(or premium, if any) of interest, if any, 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 the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise, and as if such
payment were made by the Company. The Guarantee hereunder is intended to be a
general, unsecured obligation of the Guarantor and will be subordinated in right
of payment to all Senior Indebtedness of the Guarantor.

          The Guarantor hereby agrees that its obligations hereunder are a
guaranty of payment and not a guaranty of collection or performance and shall be
unconditional and absolute, irrespective of the validity, regularity or
enforceability of such Security or this Indenture or any limitation of the
Company thereunder or any limitations on the method or terms of payment
thereunder which may now or hereafter be caused or imposed in any manner
whatsoever, the absence of any action to enforce the same, any waiver or consent
by the Holder of such Security or by the Trustee with respect to any provisions
thereof or of this Indenture, the obtaining of any judgment against the Company
or any action to enforce the same or any other circumstances which might
otherwise constitute a legal or equitable discharge or defense of a guarantor.
The Guarantor hereby waives the benefits of division and discussion, diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest or notice with respect of such Security or the
indebtedness evidenced thereby or with respect to any sinking fund payment
required pursuant to the terms of such Security and all demands whatsoever, and
covenants that this Guarantee will not be discharged except by complete
performance of the obligations contained in the Securities and in the
Guarantees.

          Without limiting the generality of the foregoing, the Guarantor hereby
agrees that the obligations of the Guarantor hereunder shall not be released,
affected or impaired by assignment or transfer in whole or in part of such
Security whether or not made without notice to or the consent of the Guarantor
and shall not be subject to any reduction, limitation, impairment or termination
for any reason, including any claim or waiver, release, surrender, alteration or
compromise, and shall not be subject to any defense of, including, but not
limited to, setoff, counterclaim, recoupment or termination whatsoever, and that
such obligations shall not be released, affected or impaired regardless of
whether or not any Holder or such Security, or anyone on behalf of any such
Holder shall have instituted any suit, action or proceeding or exhausted its
remedies or taken any steps to enforce any rights against the Company or any
other person to compel any such performance or observance or to collect all or
part of any such amount, either pursuant to the provisions of this Indenture or
such Security or at law or in equity, and regardless of any other condition or
contingency, or by reason of the invalidity, illegality or unenforceability of
such Security or this Indenture or otherwise and that such obligations shall not
be discharged or impaired or otherwise affected by the failure of the Trustee or
any Holder of such Security to asset any claim or demand or to enforce any
remedy under this Indenture or such Security, any other guarantee or any other
agreement, by any waiver, amendment, indulgence or modification (whether
material or otherwise) of any provision of any thereof, by any default, failure
or delay, willful or


                                      -85-

otherwise, in the performance of any obligations under this Indenture, such
Security or this Guarantee, or by the voluntary or involuntary liquidation, sale
or other disposition of all or substantially all of the assets of the Company or
the Guarantor, or any receivership, insolvency, bankruptcy, reorganization, or
other similar proceedings, affecting the Company or any of its assets, or the
release of any property from the lien and security interest created by this
Indenture or such Security or of any other security for such Security, or the
release or discharge of the Company or the Guarantor from the performance or
observance of any agreement, covenant, term or condition contained in this
Indenture or such Security by operation of law, or the merger or consolidation
of the Company or the Guarantor, or any other cause, whether similar or
dissimilar to the foregoing, or by any other act or omission that may or might
in any manner or to the extent vary the risk or obligations of the Guarantor or
that would otherwise operate as a discharge or a surety or guarantor as a matte
of law or equity (other than the performance of the obligations contained in
such Security and in this Guarantee).

          If the Trustee or the Holder of any Security is required by any court
or otherwise to return to the Company or the Guarantor, or any custodian,
receiver, liquidator, trustee, sequestrator or other similar official acting in
relation to the Company or the Guarantor, any amount paid to the Trustee or such
Holder in respect of a Security, this Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect. 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,
the maturity of the obligations guaranteed hereby may be accelerated as provided
in ARTICLE 6 hereof for the purposes of this Guarantee, notwithstanding any
stay, injunction or other prohibition extant under any applicable bankruptcy law
preventing such acceleration in respect of the obligations guaranteed hereby.

          The Guarantor shall be subrogated to all rights of the Holders of the
Securities of a particular series against the Company in respect of any amounts
paid by the Guarantor on account of the Securities of such Series pursuant to
the provisions of the Guarantees of this Indenture; provided, however, that the
Guarantor shall not be entitled to enforce or to receive any payments arising
our of, or based upon, such right of subrogation until the principal of (and
premium, if any) and interest, if any, on all Securities of such series issued
hereunder shall have been paid in full.

     Section 16.2 Execution and Delivery of Guarantees. To evidence its
guarantee provided in Section 16.1, the Guarantor hereby agrees to execute the
Guarantees, in a form established pursuant to Section 2.2, to be endorsed on
each Security authenticated and delivered by the Trustee. Each such Guarantee
shall be executed on behalf of the Guarantor by its chairman, vice chairman,
president, any vice president, chief executive officer, chief financial officer,
treasurer, any assistant treasurer, its secretary or any assistant secretary,
under its corporate seal which may but need not, be attested. Such signatures
may be the manual or facsimile signatures of such officers. The seal of the
Guarantor may be in the form of a facsimile thereof and may be impressed,
affixed, imprinted or otherwise reproduced thereon.


                                      -86-

          Guarantees 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 the Securities
upon which such Guarantees are endorsed or did not hold such offices at the date
of such Securities.

          The delivery of any Security by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Guarantee endorsed
thereon on behalf of the Guarantor. The Guarantor hereby agrees that its
Guarantee set forth in Section 16.1 shall remain in full force and effect
notwithstanding any failure to endorse on each Security a notation of such
Guarantee.

     Section 16.3 Subordination of Guarantees. The obligations of the Guarantor
under the Guarantee pursuant to this Article 16 shall be junior and subordinated
to the prior payment in full in cash of all Senior Indebtedness of the Guarantor
(including interest after the commencement of any proceeding of the type
described in Section 17.1 with respect to the Guarantor at the rate specified in
the applicable Senior Indebtedness of the Guarantor, whether or not such
interest would be an allowed claim in such proceeding) of the Guarantor, in each
case on the same basis as the Securities are junior and subordinated to Senior
Indebtedness, as set forth in Article 17 mutatis mutandis. For the purposes of
the foregoing sentence, the Trustee and the Holders shall have the right to
receive and/or retain payments by the Guarantor only at such times as they may
receive and/or retain payments and distributions in respect of the Securities
pursuant to this Indenture, including Article 17 hereof.

                                   ARTICLE 17

                           SUBORDINATION OF SECURITIES

     Section 17.1 Agreement to Subordinate. The Company and the Guarantor
covenant and agree, and each holder of Securities issued hereunder and under any
supplemental indenture or by any resolutions by the Board of Directors of the
Company and the Guarantor ("Additional Provisions") by such Holder's acceptance
thereof likewise covenants and agrees, that all Securities shall be issued
subject to the provisions of this Article 17; and each holder of a Security,
whether upon original issue or upon transfer or assignment thereof, accepts and
agrees to be bound by such provisions.

     The payment by the Company of the principal of, premium, if any, and
interest on all Securities and the payment by the Guarantor of any obligation
due under any Guarantees issued hereunder and under any Additional Provisions
shall, to the extent and in the manner hereinafter set forth, be subordinated
and junior in right of payment to the prior payment in full of all Senior
Indebtedness of the Company or the Guarantor, as the case may be, and rank pari
passu and equivalent to creditor obligations of those holding general unsecured
claims not entitled to statutory priority under the United States Bankruptcy
Code or otherwise, in each case whether outstanding at the date of this
Indenture or thereafter incurred.


                                      -87-

     No provision of this Article 17 shall prevent the occurrence of any default
or Event of Default hereunder.

     Section 17.2 Default on Senior Indebtedness. No payment may be made of the
principal of, premium, if any, or interest on the Securities, or in respect of
any redemption, retirement, purchase or other acquisition of any of the
Securities, at any time when (i) there is a default in the payment of the
principal of, premium, if any, interest on or otherwise in respect of any Senior
Indebtedness, whether at maturity or at a date fixed for prepayment or by
declaration or otherwise, or (ii) any event of default with respect to any
Senior Indebtedness has occurred and is continuing, or would occur as a result
of such payment on the Securities or any redemption, retirement, purchase or
other acquisition of any of the Securities, permitting the holders of such
Senior Indebtedness (or a trustee on behalf of the holders thereof) to
accelerate the maturity thereof.

     In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee when such payment is prohibited by the preceding
paragraph of this Section 17.2, such payment shall be held in trust for the
benefit of, and shall be paid over or delivered to, the holders of Senior
Indebtedness or their representatives, or to the trustee or trustees under any
indenture pursuant to which any of such Senior Indebtedness may have been
issued, as their interests may appear, but only to the extent that the holders
of the Senior Indebtedness (or their representative or representatives or a
trustee) notify the Trustee in writing within 90 days of such payment of the
amounts then due and owing on the Senior Indebtedness and only the amounts
specified in such notice to the Trustee shall be paid to the holders of Senior
Indebtedness.

     Section 17.3 Liquidation; Dissolution; Bankruptcy. Upon any payment by the
Company or the Guarantor or distribution of assets of the Company or the
Guarantor of any kind or character, whether in cash, property or securities, to
creditors upon any dissolution, winding-up, liquidation or reorganization of the
Company or the Guarantor, whether voluntary or involuntary or in bankruptcy,
insolvency, receivership or other proceedings, all amounts due upon all Senior
Indebtedness of the Company or the Guarantor, as the case may be, shall first be
paid in full, or payment thereof provided for in money in accordance with their
terms, before any payment is made by the Company or the Guarantor, as the case
may be, on account of the principal (and premium, if any) or interest on the
Securities; and upon any such dissolution or winding-up or liquidation or
reorganization, any payment by the Company or the Guarantor, or distribution of
assets of the Company or the Guarantor of any kind or character, whether in
cash, property or securities, to which the Holders or the Trustee would be
entitled to receive from the Company, except under the provisions of this
Article 17, shall be paid by the Company or the Guarantor, as the case may be,
or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other
Person making such payment or distribution, or by the Holders or by the Trustee
under the Indenture if received by them or it, directly to the holders of Senior
Indebtedness of the Company or the Guarantor, as the case may be (pro rata to
such holders on the basis of the amounts of Senior Indebtedness held by such
holders, as calculated by the Company or the Guarantor, as the case may be), or
their representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing such Senior Indebtedness
may have been issued, as their


                                      -88-

respective interests may appear, to the extent necessary to pay such Senior
Indebtedness in full, in money or money's worth, after giving effect to any
concurrent payment or distribution to or for the holders of such Senior
Indebtedness, before any payment or distribution is made to the Holders or to
the Trustee.

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

     For purposes of this Article 17, the words "cash, property or securities"
shall not be deemed to include shares of the Company or the Guarantor as
reorganized or readjusted, or securities of the Company or the Guarantor or any
other corporation provided for by a plan of reorganization or readjustment, the
payment of which is subordinated at least to the extent provided in this Article
17 with respect to the Securities to the payment of all Senior Indebtedness of
the Company or the Guarantor, as the case may be, that may at the time be
outstanding, provided that (i) such Senior Indebtedness is assumed by the new
corporation, if any, resulting from any such reorganization or readjustment, and
(ii) the rights of the holders of such Senior Indebtedness are not, without the
consent of such holders, altered by such reorganization or readjustment. The
consolidation of the Company or the Guarantor with, or the merger of the Company
or the Guarantor into, another corporation or the liquidation or dissolution of
the Company or the Guarantor following the conveyance or transfer of its
property as an entirety, or substantially as an entirety, to another corporation
upon the terms and conditions provided for in Article 11 of this Indenture shall
not be deemed a dissolution, winding-up, liquidation or reorganization for the
purposes of this Section 17.3 if such other corporation shall, as a part of such
consolidation, merger, conveyance or transfer, comply with the conditions stated
in Article 11 of this Indenture. Nothing in Section 17.2 or in this Section 17.3
shall apply to claims of, or payments to, the Trustee under or pursuant to
Section 7.6 of this Indenture.

     Section 17.4 Subrogation. Subject to the payment in full of all Senior
Indebtedness of the Company or the Guarantor, the rights of the Holders shall be
subrogated to the rights of the holders of such Senior Indebtedness to receive
payments or distributions of cash, property or securities of the Company or the
Guarantor, as the case may be, applicable to such Senior Indebtedness until all
amounts owing on the Securities shall be paid in full; and, for the purposes of
such subrogation, no payments or


                                      -89-

distributions to the holders of such Senior Indebtedness of any cash, property
or securities to which the Holders or the Trustee would be entitled except under
the provisions of this Article 17, and no payment over pursuant to the
provisions of this Article 17 to or for the benefit of the holders of such
Senior Indebtedness by Holders or the Trustee, shall, as between (i) the
Company, its creditors other than holders of Senior Indebtedness of the Company,
and the holders of the Securities, or (ii) the Guarantor, its creditors other
than the holders of Senior Indebtedness of the Guarantor, and the holders of the
Securities, be deemed to be a payment by the Company or the Guarantor, as the
case may be, to or on account of such Senior Indebtedness. It is understood that
the provisions of this Article 17 are and are intended solely for the purposes
of defining the relative rights of the Holders of the Securities, on the one
hand, and the holders of such Senior Indebtedness, on the other hand.

     Nothing contained in this Article 17 or elsewhere in this Indenture, any
Additional Provisions or in the Securities is intended to or shall impair, as
between (i) the Company, its creditors other than the holders of Senior
Indebtedness of the Company, and the holders of the Securities, or (ii) the
Guarantor, its creditors other than the holders of Senior Indebtedness of the
Guarantor, and the holders of the Securities, the obligation of the Company or
the Guarantor, as the case may be, which is absolute and unconditional, to pay
to the holders of the Securities the principal of, premium, if any, and interest
on, the Securities as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative
rights of the holders of the Securities and creditors of the Company or the
Guarantor, as the case may be, other than the holders of Senior Indebtedness of
the Company or the Guarantor, as the case may be, nor shall anything herein or
therein prevent the Trustee or the holder of any Security from exercising all
remedies otherwise permitted by applicable law upon default under the Indenture,
subject to the rights, if any, under this Article 17 of the holders of such
Senior Indebtedness in respect of cash, property or securities of the Company or
the Guarantor, as the case may be, received upon the exercise of any such
remedy.

     Upon any payment or distribution of assets of the Company or the Guarantor
referred to in this Article 17, the Trustee, subject to the provisions of
Article 7 of this Indenture, and the Securityholders shall be entitled to
conclusively rely upon any order or decree made by any court of competent
jurisdiction in which such dissolution, winding-up, liquidation or
reorganization proceedings are pending, or a certificate of the receiver,
trustee in bankruptcy, liquidation trustee, agent or other Person making such
payment or distribution, delivered to the Trustee or to the Securityholders, for
the purposes of ascertaining the Persons entitled to participate in such
distribution, the holders of Senior Indebtedness and other indebtedness of the
Company or the Guarantor, as the case may be, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article 17.

     Section 17.5 Trustee to Effectuate Subordination. Each Securityholder by
such Securityholder's acceptance thereof authorizes and directs the Trustee on
such Securityholder's behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article 17 and
appoints the Trustee such Securityholder's attorney-in-fact for any and all such
purposes.


                                      -90-

     Section 17.6 Notice by the Company and the Guarantor. The Company or the
Guarantor shall give prompt written notice to a Responsible Officer of any fact
known to the Company or the Guarantor that would prohibit the making of any
payment of monies to or by the Trustee in respect of the Securities pursuant to
the provisions of this Article 17. Notwithstanding the provisions of this
Article 17 or any other provision of this Indenture or any Additional
Provisions, the Trustee shall not be charged with knowledge of the existence of
any facts that would prohibit the making of any payment of monies to or by the
Trustee in respect of the Securities pursuant to the provisions of this Article
17, unless and until a Responsible Officer shall have received written notice
thereof from the Company or the Guarantor or a holder or holders of Senior
Indebtedness or from any trustee therefor; and before the receipt of any such
written notice, the Trustee, subject to the provisions of Article 7 of this
Indenture, shall be entitled in all respects to assume that no such facts exist;
provided, however, that if the Trustee shall not have received the notice
provided for in this Section 17.6 at least three Business Days prior to the date
upon which by the terms hereof any money may become payable for any purpose
(including, without limitation, the payment of the principal of (or premium, if
any) or interest on any Security), then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to
receive such money and to apply the same to the purposes for which they were
received, and shall not be affected by any notice to the contrary that may be
received by it within three Business Days prior to such date.

     The Trustee, subject to the provisions of Article 7 of this Indenture,
shall be entitled to conclusively rely on the delivery to it of a written notice
by a Person representing himself to be a holder of Senior Indebtedness of the
Company or the Guarantor, as the case may be (or a trustee on behalf of such
holder), to establish that such notice has been given by a holder of such Senior
Indebtedness or a trustee on behalf of any such holder or holders. In the event
that the Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a holder of such Senior Indebtedness to
participate in any payment or distribution pursuant to this Article 17, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of such Senior Indebtedness held by
such Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this Article 17, and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

     Section 17.7 Rights of the Trustee; Holders of Senior Indebtedness. The
Trustee in its individual capacity shall be entitled to all the rights set forth
in this Article 17 in respect of any Senior Indebtedness at any time held by it,
to the same extent as any other holder of Senior Indebtedness, and nothing in
this Indenture or any Additional Provisions shall deprive the Trustee of any of
its rights as such holder.

     With respect to the holders of Senior Indebtedness of the Company or the
Guarantor, the Trustee undertakes to perform or to observe only such of its
covenants and obligations as are specifically set forth in this Article 17, and
no implied covenants or obligations with respect to the holders of such Senior
Indebtedness shall be read into this Indenture or any Additional Provisions
against the Trustee. The Trustee shall not be


                                      -91-

deemed to owe any fiduciary duty to the holders of such Senior Indebtedness and,
subject to the provisions of Article 7 of this Indenture, the Trustee shall not
be liable to any holder of such Senior Indebtedness if it shall pay over or
deliver to Securityholders, the Company, the Guarantor or any other Person money
or assets to which any holder of such Senior Indebtedness shall be entitled by
virtue of this Article 17 or otherwise.

     Nothing in this Article 17 shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 7.6.

     Section 17.8 Subordination May Not Be Impaired. No right of any present or
future holder of any Senior Indebtedness of the Company or the Guarantor to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or the Guarantor, as the case may be, or by any act or failure to act in good
faith by any such holder, or by any noncompliance by the Company or the
Guarantor, as the case may be, with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof that any such holder may have or
otherwise be charged with.

     Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Indebtedness of the Company or the Guarantor may, at any time
and from time to time, without the consent of or notice to the Trustee or the
Securityholders, without incurring responsibility to the Securityholders and
without impairing or releasing the subordination provided in this Article 17 or
the obligations hereunder of the holders of the Securities to the holders of
such Senior Indebtedness, do any one or more of the following: (i) change the
manner, place or terms of payment or extend the time of payment of, or renew or
alter, such Senior Indebtedness, or otherwise amend or supplement in any manner
such Senior Indebtedness or any instrument evidencing the same or any agreement
under which such Senior Indebtedness is outstanding; (ii) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing such Senior Indebtedness; (iii) release any Person liable in any manner
for the collection of such Senior Indebtedness; and (iv) exercise or refrain
from exercising any rights against the Company or the Guarantor, as the case may
be, and any other Person.


                                      -92-

          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed as a deed as of the date above written.

                                        PLATINUM UNDERWRITERS FINANCE, INC.,
                                        as Issuer


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


                                        PLATINUM UNDERWRITERS HOLDINGS, LTD.,
                                        as Guarantor


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


                                      -93-

                                        JPMORGAN CHASE BANK N.A., as Trustee


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


                                      -94-

EX-5.1

                                                                     Exhibit 5.1

                     [LETTERHEAD OF CONYERS DILL & PEARMAN]

4 November 2005

Platinum Underwriters Holdings, Ltd.
The Belvedere Building
69 Pitts Bay Road
Pembroke  HM08
Bermuda

Dear Sirs

Platinum Underwriters Holdings, Ltd. (the "Company")

We have acted as special legal counsel in Bermuda to the Company in connection
with the filing by the Company of a registration statement on Form S-3 with the
United States Securities and Exchange Commission (the "Commission") on
4 November, 2005 (the "Registration Statement," which term does not include any
other document or agreement whether or not specifically referred to therein or
attached as an exhibit or schedule thereto) relating to the shelf registration
under the U.S. Securities Act of 1933, as amended (the "Securities Act"), of
the Company's common shares (the "Common Shares"), preferred shares (the
"Preferred Shares"), senior and subordinated debt securities (collectively,
the "Debt Securities"), guarantees of any senior and subordinated debt
securities issued by Platinum Underwriters Finance, Inc., (the "Guarantees"),
depositary shares to be issued by a depositary to be selected in respect of
Common Shares and Preferred Shares (the "Depositary Shares"), warrants to
purchase Common Shares or Preferred Shares or Debt Securities (the "Warrants"),
share purchase contracts ("Contracts"), share purchase units ("Units") of the
Company (collectively the Common Shares, Preferred Shares, Debt Securities,
Guarantees, Depositary Shares, Warrants, Contracts and Units are the
"Securities").

For the purposes of giving this opinion, we have examined an electronic copy of
the Registration Statement (excluding the exhibits and the documents
incorporated by reference therein).

We have also reviewed and have relied upon the memorandum of association and the
bye-laws of the Company, each certified by the Secretary of the Company on 28
October, 2005 (the "Constitutional Documents"), copies of resolutions of the
Board of Directors of the Company held on 27 October, 2005, certified by the
Secretary of the Company on 28 October, 2005, (the "Resolutions"), and such
other documents and made such enquires as to questions of law as we have deemed
necessary in order to render the opinion set forth below.

                                                                            CD&P

We have assumed (a) the genuineness and authenticity of all signatures and the
conformity to the originals of all copies (whether or not certified) examined by
us and the authenticity and completeness of the originals from which such copies
were taken, (b) that where a document has been examined by us in draft form, it
will be or has been executed in the form of that draft, and where a number of
drafts of a document have been examined by us all changes thereto have been
marked or otherwise drawn to our attention, (c) the accuracy and completeness of
all factual representations made in the Registration Statement and other
documents reviewed by us, (d) that the Company will issue the Securities in
furtherance of its objects as set out in its memorandum of association, (e) that
there is no provision of the law of any jurisdiction, other than Bermuda, which
would have any implication in relation to the opinions expressed herein, (f)
that the Constitutional Documents and the Resolutions remain in full force and
effect and have not been, and will not be, rescinded or amended, (g) that the
issue by the Company of any Securities will be made in accordance with the
parameters established by the Company's Board of Directors pursuant to the
Resolutions in a manner complying with the Constitutional Documents, (h) that
the Company will receive money or money's worth for each Common Share and for
each Preference Share when issued of not less than the par value thereof, (i)
that the Company will have sufficient authorised capital to effect the issue of
each Common Share and each Preference Share at the time of issuance, either as a
principal issue, or on the conversion, exchange or exercise of a Warrant, a
Contract or a Unit, (j) that the Company will comply, to the extent applicable,
with the requirements of Part III of the Companies Act 1981, as amended
("Prospectuses and Public Offers"), and (k) that at the time of issue of any
Securities, the Bermuda Monetary Authority permissions, inter alia, for the
issue (and subsequent transfer) of the Securities (subject to conditions
expressed in such correspondence) will not have been revoked or amended.

"Non-assessability" is not a legal concept under Bermuda law, but when we
describe the Common Shares and Preferred Shares as being "non-assessable" herein
we mean, subject to any contrary provision in any agreement between the Company
and any one of its members holding any of the Common Shares and Preferred Shares
(but only with respect to such member), that no further sums are payable with
respect to the issue of such shares and no member shall be bound by an
alteration in the Constitutional Documents after the date upon which it became a
member if and so far as the alteration requires such member to take or subscribe
for additional Common Shares or Preferred Shares or in any way increases its
liability to contribute to the share capital of, or otherwise pay money to, the
Company.

Upon the issuance of any of the Securities described in opinion paragraph 3
below, the Company's obligations thereunder and under any indenture relating
thereto (a) will be subject to the laws from time to time in effect relating to
bankruptcy, insolvency, liquidation, possessory liens, rights of set off,
reorganisation, amalgamation, moratorium or any other laws or legal procedures,
whether of a similar nature or otherwise, generally affecting the rights of
creditors, (b) will be subject to statutory limitation of the time within which
proceedings may be brought, (c) will be subject to general principles of


                                       2

                                                                            CD&P

equity and, as such, specific performance and injunctive relief, being equitable
remedies, may not be available, and (d) may not be given effect to by a Bermuda
court if and to the extent they constitute the payment of an amount which is in
the nature of a penalty and not in the nature of liquidated damages.
Notwithstanding any contractual submission to the jurisdiction of specific
courts, a Bermuda court has inherent discretion to stay or allow proceedings in
the Bermuda courts.

We have made no investigation of and express no opinion in relation to the laws
of any jurisdiction other than Bermuda. This opinion is to be governed by and
construed in accordance with the laws of Bermuda and is limited to and is given
on the basis of the current law and practice in Bermuda. This opinion is issued
solely for your benefit and is not to be relied upon by any other person, firm
or entity or in respect of any matter other than the offering of the Securities
by the Company, as described in the Registration Statement.

On the basis of and subject to the foregoing, we are of the opinion that:

1. The Company is duly incorporated and existing under the laws of Bermuda in
   good standing (meaning solely that it has not failed to make any filing with
   any Bermuda governmental authority or to pay any Bermuda government fees or
   tax which would make it liable to be struck off the Register of Companies and
   thereby cease to exist under the laws of Bermuda).

2. The Common Shares and the Preferred Shares have been duly authorized for
   issuance by the Company as contemplated by the Registration Statement and
   upon the issuance and delivery of Common Shares or Preferred Shares by the
   Company and the payment therefor in accordance with the terms of issuance of
   such Common Shares or Preferred Shares in the amount at least equal to the
   par value of such shares, such shares will be validly issued and will be
   fully paid and non-assessable.

3. Each of the Debt Securities, the Guarantees, the Warrants, the Contracts,
   the Units and the receipts evidencing Depositary Shares have been duly
   authorized for issuance by the Company.

4. The statements in the Prospectus included in the Registration Statement under
   the  captions "Description of Our Share Capital" and "Enforcement of Civil
   Liabilities Under United States Federal Securities Laws and Other Matters,"
   insofar as they purport to describe the provisions of the laws of Bermuda
   referred to therein, are accurate and correct in all material respects.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to our Firm under the captions
"Description of Our Share Capital," "Enforcement of Civil Liabilities Under
United States Federal Securities Laws and Other Matters" and "Legal Matters" in
the prospectus forming a part of the Registration


                                       3

                                                                            CD&P

Statement. In giving this consent, we do not hereby admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act or the Rules and Regulations of the Commission promulgated thereunder.

Yours faithfully

/s/  Conyers Dill & Pearman

Conyers Dill & Pearman

EX-5.2

                                                                     Exhibit 5.2

                              DEWEY BALLANTINE LLP

                           1301 AVENUE OF THE AMERICAS
                          NEW YORK, NEW YORK 10019-6092
                        TEL 212 259-8000 FAX 212 259-6333

                                                              November 4, 2005

Platinum Underwriters Holdings, Ltd.
69 Pitts Bay Road
Pembroke, HM 08
Bermuda

Platinum Underwriters Finance, Inc.
2 World Financial Center
225 Liberty Street, Suite 2300
New York, NY 10281

Ladies and Gentlemen:

         We have acted as counsel for Platinum Underwriters Holdings, Ltd., a
company existing under the laws of Bermuda (the "Company" or "Platinum
Holdings"), and Platinum Underwriters Finance, Inc., a company incorporated
under the laws of the State of Delaware ("Platinum Finance"), in connection with
the filing by the Company and Platinum Finance with the United States Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), of a Registration Statement on Form S-3 (Reg.
No. 333-129182), to which this opinion and consent are related (the
"Registration Statement"), with respect to the registration of up to
$750,000,000 of securities of the Company and Platinum Finance, consisting of
the Company's senior and subordinated debt securities ("Platinum Holdings Debt
Securities") and Platinum Finance's senior and subordinated debt securities
("Platinum Finance Debt Securities" and, together with the Platinum Holdings
Debt Securities, the "Debt Securities") which will be unconditionally guaranteed
by the Company (the "Guarantees"); the Company's common shares, par value $0.01
per share (the "Common Shares"); the Company's preferred shares, par value $0.01
per share (the "Preferred Shares"); depositary shares representing fractional
interests in the Common Shares and Preferred Shares (the "Depositary Shares");
warrants to purchase Common Shares (the "Common Share Warrants"); warrants to
purchase Preferred Shares (the "Preferred Share Warrants"); warrants to purchase
Platinum Holdings Debt Securities (the "Debt Warrants," and together with the
Common Share Warrants and Preferred Share Warrants, the "Warrants"); purchase
contracts (the "Purchase Contracts") and purchase units (the "Purchase Units").
The Debt Securities, Guarantees, Common Shares, Preferred Shares, Depositary
Shares, Warrants, Purchase Contracts and Purchase Units are herein referred to
collectively as the "Securities." The Securities may be issued and sold from
time to time after the Registration Statement becomes effective.

         The Platinum Holdings Debt Securities may be issued under a Senior
Indenture, between the Company, as Issuer, and JPMorgan Chase Bank, N.A., as
Trustee (the "Platinum

       NEW YORK WASHINGTON, D.C. LOS ANGELES EAST PALO ALTO HOUSTON AUSTIN
                   LONDON WARSAW FRANKFURT MILAN ROME BEIJING




Platinum Underwriters Holdings, Ltd.
November 4, 2005
Page 2

Holdings Senior Indenture") or a Subordinated Indenture (the "Platinum Holdings
Subordinated Indenture" and, together with the Platinum Holdings Senior
Indenture, the "Platinum Holdings Indentures"). Certain terms of the Platinum
Holdings Debt Securities will be established by or pursuant to resolutions of
the Board of Directors of the Company or a duly authorized committee thereof as
part of the corporate action taken and to be taken relating to the issuance of
the Platinum Holdings Debt Securities.

         The Platinum Finance Debt Securities and the Guarantees may be issued
under a Senior Indenture, among Platinum Finance, as Issuer, the Company, as
Guarantor, and JPMorgan Chase Bank, N.A., as Trustee (the "Platinum Finance
Senior Indenture") or a Subordinated Indenture (the "Platinum Finance
Subordinated Indenture" and, together with the Platinum Finance Senior
Indenture, the "Platinum Finance Indentures"). The Platinum Holdings Senior
Indenture and the Platinum Finance Senior Indenture shall be referred to
collectively as the "Senior Indentures"; the Platinum Holdings Indentures and
the Platinum Finance Indentures shall be referred to collectively as the
"Indentures." Certain terms of the Platinum Finance Debt Securities will be
established by or pursuant to resolutions of the Board of Directors of Platinum
Finance or a duly authorized committee thereof as part of the corporate action
taken and to be taken relating to the issuance of the Platinum Finance Debt
Securities. Certain terms of the Guarantees will be established by or pursuant
to resolutions of the Board of Directors of the Company or a duly authorized
committee thereof as part of the corporate action taken and to be taken relating
to the issuance of the Guarantees.

         The Warrants may be issued pursuant to the terms of one or more warrant
agreements (the "Warrant Agreements") to be entered into prior to the issuance
of the Warrants, with certain terms of the Warrants to be established by or
pursuant to resolutions of the Board of Directors of the Company or a duly
authorized committee thereof as part of the corporate action taken and to be
taken relating to the issuance of the Warrants.

         The receipts evidencing the Depositary Shares (the "Receipts") may be
issued pursuant to the terms of one or more deposit agreements (the "Deposit
Agreements") to be entered into prior to the issuance of the Receipts, with
certain terms of the Receipts to be established by or pursuant to resolutions of
the Board of Directors of the Company or a duly authorized committee thereof as
part of the corporate action taken and to be taken relating to the issuance of
the Receipts.

         In connection therewith, we have examined (a) the Registration
Statement, (b) the Senior Indentures and Subordinated Indentures, (c) the
forms of the senior notes and subordinated notes included in the Senior
Indentures and Subordinated Indentures, respectively and (d) the forms of
Guarantees included in the Platinum Finance Indentures. In addition, we have
examined the originals (or copies certified or otherwise identified to our
satisfaction) of such other agreements, instruments, certificates, documents
and records and have reviewed such questions of law and made such inquiries as
we have deemed necessary or appropriate for the purposes of the opinions
rendered herein.

         In such examination, we have assumed, without inquiry, the legal
capacity of all natural persons, the genuineness of all signatures on all
documents examined by us, the authenticity of all documents submitted to us as
originals, the conformity to the original documents of all such documents
submitted to us as copies and the authenticity of the




Platinum Underwriters Holdings, Ltd.
November 4, 2005
Page 3

originals of such latter documents. We have also assumed that the books and
records of each of the Company and Platinum Finance are maintained in accordance
with proper corporate procedures. As to any facts material to our opinions, we
have, when relevant facts were not independently established, relied upon the
aforesaid agreements, instruments, certificates, documents and records and upon
statements and certificates of officers and representatives of each of the
Company and Platinum Finance and public officials.

      Based upon the foregoing, and subject to the limitations, qualifications
and assumptions stated herein, we are of the opinion that:

      1.    Assuming that (i) the Platinum Holdings Indentures, any Platinum
            Holdings Debt Securities and any supplemental indenture to be
            entered into in connection with the issuance of such Platinum
            Holdings Debt Securities have been duly and properly authorized;
            (ii) the Registration Statement has become effective under the
            Securities Act; (iii) the Platinum Holdings Indentures and any
            applicable supplemental indentures have been duly executed and
            delivered by each party thereto; (iv) the terms of such Platinum
            Holdings Debt Securities and of their issuance and sale have been
            duly established in conformity with the applicable Platinum Holdings
            Indenture and any applicable supplemental indenture relating to such
            Platinum Holdings Debt Securities and are such that they do not
            violate any applicable law, rule or regulation or result in a
            default under or breach of any agreement or instrument binding upon
            the Company and comply with any requirement or restriction imposed
            by any court or governmental or regulatory body having jurisdiction
            over the Company; and (v) such Platinum Holdings Debt Securities
            have been duly executed and authenticated in accordance with the
            applicable Platinum Holdings Indenture and any applicable
            supplemental indenture relating to such Platinum Holdings Debt
            Securities and duly issued and delivered by the Company in the
            manner contemplated in the Registration Statement and any prospectus
            supplement relating thereto, and paid for by any purchaser or
            underwriter or similar person in accordance with the underwriting
            agreement, purchase agreement or similar agreement relating to such
            Platinum Holdings Debt Securities, such Platinum Holdings Debt
            Securities will constitute valid and binding obligations of the
            Company enforceable in accordance with their terms, subject to
            applicable bankruptcy, insolvency, fraudulent conveyance,
            reorganization, moratorium, rehabilitation, fraudulent transfer or
            similar laws affecting the enforcement of creditors' rights
            generally, to general principles of equity, regardless of whether
            such principles are considered in a proceeding in equity or at law,
            and to an implied covenant of good faith and fair dealing.

      2.    Assuming that (i) the Platinum Finance Indentures, any Platinum
            Finance Debt Securities and related Guarantees and any supplemental
            indenture to be entered into in connection with the issuance of such
            Platinum Finance Debt Securities and related Guarantees, have been
            duly and properly authorized; (ii) the Registration Statement has
            become effective under the Securities Act; (iii) the Platinum
            Finance Indentures and any applicable supplemental indentures have
            been duly executed and delivered by each party thereto; (iv) the
            terms of such Platinum Finance Debt Securities and related
            Guarantees and of their issuance and sale have been duly established
            in conformity with the applicable Platinum Finance Indenture and any
            applicable supplemental



Platinum Underwriters Holdings, Ltd.
November 4, 2005
Page 4

            indenture relating to such Platinum Finance Debt Securities and
            related Guarantees and are such that they do not violate any
            applicable law, rule or regulation or result in a default under or
            breach of any agreement or instrument binding upon the Company and
            comply with any requirement or restriction imposed by any court or
            governmental or regulatory body having jurisdiction over Platinum
            Finance or the Company; and (v) such Platinum Finance Debt
            Securities and related Guarantees have been duly executed and
            authenticated in accordance with the applicable Platinum Finance
            Indenture and any applicable supplemental indenture relating to such
            Platinum Finance Debt Securities and related Guarantees, and the
            Platinum Finance Debt Securities are duly issued and delivered by
            Platinum Finance and the related Guarantees are duly issued and
            delivered by the Company in the manner contemplated in the
            Registration Statement and any prospectus supplement relating
            thereto, and paid for by any purchaser or underwriter or similar
            person in accordance with the underwriting agreement, purchase
            agreement or similar agreement relating to such Platinum Finance
            Debt Securities and related Guarantees, then (a) such Platinum
            Finance Debt Securities will constitute valid and binding
            obligations of Platinum Finance enforceable in accordance with their
            terms, subject to applicable bankruptcy, insolvency, fraudulent
            conveyance, reorganization, moratorium, rehabilitation, fraudulent
            transfer or similar laws affecting the enforcement of creditors'
            rights generally, to general principles of equity, regardless of
            whether such principles are considered in a proceeding in equity or
            at law, and to an implied covenant of good faith and fair dealing,
            and (b) any such related Guarantees will constitute a valid and
            binding obligation of the Company enforceable in accordance with its
            terms, subject to applicable bankruptcy, insolvency, fraudulent
            conveyance, reorganization, moratorium, rehabilitation, fraudulent
            transfer or similar laws affecting the enforcement of creditors'
            rights generally, to general principles of equity, regardless of
            whether such principles are considered in a proceeding in equity or
            at law, and to an implied covenant of good faith and fair dealing.

      3.    Assuming that (i) the Warrants have been duly and properly
            authorized, executed and delivered; (ii) the Registration Statement
            has become effective under the Securities Act; (iii) the applicable
            Warrant Agreement and warrant certificate have been duly and
            properly authorized, executed and delivered by each party thereto
            and their terms do not violate any applicable law, rule or
            regulation or result in a default under or breach of any agreement
            or instrument binding upon the Company and comply with any
            requirement or restriction imposed by any court or governmental or
            regulatory body having jurisdiction over the Company; (iv) such
            Warrants have been duly executed and authenticated in accordance
            with the applicable Warrant Agreement and warrant certificate
            relating to such Warrants and duly issued and delivered by the
            Company in the manner contemplated in the Registration Statement and
            any prospectus supplement relating thereto, and paid for by any
            purchaser or underwriter or similar person in accordance with the
            underwriting agreement, purchase agreement or similar agreement
            relating to such Warrants; and (v) in the case of Common Share
            Warrants and Preferred Share Warrants, the Common Shares or the
            Preferred Shares issuable upon exercise of such Warrants have been
            duly and properly authorized for issuance in accordance with the
            Memorandum of Association and Bye-Laws of the Company and in
            accordance with a resolution of the Board of Directors of the
            Company or a duly



Platinum Underwriters Holdings, Ltd.
November 4, 2005
Page 5

            authorized committee thereof specifying the specific terms thereof
            and the rights attaching thereto in accordance with the Memorandum
            of Association and Bye-laws of the Company and Bermuda law, and that
            such terms do not violate any applicable law, rule or regulation or
            result in a default under or breach of any agreement or restriction
            imposed by any court or regulatory body having jurisdiction over the
            Company, and in the case of Debt Warrants, the Company has taken all
            necessary corporate action to authorize the issuance and terms of
            the Debt Securities issuable upon exercise of such warrants and such
            Debt Securities have been duly authorized, executed, issued and
            delivered by each party thereto, the Warrants will constitute valid
            and binding obligations of the Company enforceable in accordance
            with their terms, subject to applicable bankruptcy, insolvency,
            fraudulent conveyance, reorganization, moratorium, rehabilitation,
            fraudulent transfer or similar laws affecting the enforcement of
            creditors' rights generally, to general principles of equity,
            regardless of whether such principles are considered in a proceeding
            in equity or at law, and to an implied covenant of good faith and
            fair dealing.

      4.    Assuming that (i) the applicable Deposit Agreement has been duly and
            properly authorized, executed and delivered by each party thereto;
            (ii) the Depositary Shares and Common Shares or the Preferred Shares
            relating to such Depositary Shares have been duly and properly
            authorized for issuance in accordance with the Memorandum of
            Association and Bye-laws of the Company and in accordance with a
            resolution of the Board of Directors of the Company or a duly
            authorized committee thereof specifying the specific terms thereof
            and the rights attaching thereto in accordance with the Memorandum
            of Association and Bye-laws of the Company and Bermuda law, and that
            such terms do not violate any applicable law, rule or regulation or
            result in a default under or breach of any agreement or restriction
            imposed by any court or regulatory body having jurisdiction over the
            Company; (iii) the Registration Statement has become effective under
            the Securities Act; (iv) the terms of such Depositary Shares and of
            their issuance and sale have been duly established in conformity
            with the Deposit Agreement relating to such Depositary Shares and
            are such that they do not violate any applicable law or result in a
            default under or breach of any agreement or instrument binding upon
            the Company and comply with any requirement or restriction imposed
            by any court or governmental or regulatory body having jurisdiction
            over the Company; (v) the Depositary Shares and the Common Shares or
            the Preferred Shares relating to such Depositary Shares have been
            duly issued and paid for in the manner contemplated in the
            Registration Statement and any prospectus supplement relating
            thereto and in accordance with any underwriting agreement, purchase
            agreement or similar agreement; and (vi) the Receipts have been duly
            and properly authorized, executed, issued and delivered against the
            deposit of such Common Shares or Preferred Shares in accordance with
            the Deposit Agreement, such Receipts will be validly issued and will
            entitle the holders thereof to the rights specified therein and in
            the Deposit Agreement.

      5.    Assuming that (i) the Purchase Contracts and the terms of the
            offering thereof and related matters have been duly and properly
            authorized (including authorization of the issuance of the Common
            Shares, the Preferred Shares or the Debt Securities to be issued
            pursuant to the Purchase Contracts), and the terms thereof do not
            violate any



Platinum Underwriters Holdings, Ltd.
November 4, 2005
Page 6

            applicable law, rule or regulation or result in a default under or
            breach of any agreement or instrument binding upon the Company and
            comply with any requirement or restriction imposed by any court or
            governmental or regulatory body having jurisdiction over the
            Company; (ii) the Registration Statement has become effective under
            the Securities Act; (iii) the Purchase Contracts have been duly and
            properly executed, issued and are delivered by each party thereto;
            and (iv) the payment of the consideration for the Purchase Contracts
            has been made in accordance with such authorization as contemplated
            by the Registration Statement and any prospectus supplement relating
            thereto and any underwriting agreement, purchase agreement or
            similar agreement, the Purchase Contracts will constitute valid and
            binding obligations of the Company enforceable in accordance with
            their terms, subject to applicable bankruptcy, insolvency,
            fraudulent conveyance, reorganization, moratorium, rehabilitation,
            fraudulent transfer or similar laws affecting the enforcement of
            creditors' rights generally, to general principles of equity,
            regardless of whether such principles are considered in a proceeding
            in equity or at law, and to an implied covenant of good faith and
            fair dealing.

      6.    Assuming that (i) the Purchase Units and the terms of the offering
            thereof and related matters have been duly and properly authorized,
            and the terms thereof do not violate any applicable law, rule or
            regulation or result in a default under or breach of any agreement
            or instrument binding upon the Company and comply with any
            requirement or restriction imposed by any court or governmental or
            regulatory body having jurisdiction over the Company; (ii) the
            Registration Statement has become effective under the Securities
            Act; (iii) the Company has taken all necessary corporate action to
            authorize the issuance and terms of the Purchase Contracts that are
            a component of such Purchase Units (including authorization of the
            issuance of the Common Shares, the Preferred Shares or Platinum
            Holdings Debt Securities to be issued pursuant to such Purchase
            Contracts); (iv) in the case of Purchase Units consisting at least
            in part of debt obligations of third parties, such debt obligations
            at all relevant times constitute the valid and binding obligations
            of the issuers thereof enforceable against the issuers thereof, in
            accordance with their terms; (v) in the case of Purchase Units
            consisting at least in part of Platinum Holdings Debt Securities,
            the Company has taken all necessary corporate action to authorize
            the issuance and terms of such Platinum Holdings Debt Securities;
            (vi) in the case of Purchase Units consisting at least in part of
            Platinum Finance Debt Securities and any related Guarantee, Platinum
            Finance has taken all necessary corporate action to authorize the
            issuance and terms of the Platinum Finance Debt Securities and the
            Company has taken all necessary corporate action to authorize the
            issuance and terms of any related Guarantees; and (vii) each of (a)
            such Purchase Units, (b) such Purchase Contracts and (c) in the case
            of Purchase Units consisting at least in part of Debt Securities and
            any related Guarantees as contemplated by the Registration Statement
            and any prospectus supplement relating thereto, such Debt Securities
            and any related Guarantees have been duly executed, authenticated,
            issued and delivered by each party thereto, then, upon the payment
            of the consideration for the Purchase Units and any related Purchase
            Contracts or Debt Securities with any related Guarantees in
            accordance with any underwriting agreement, purchase agreement or
            similar agreement, such corporate action and, in the case of such
            Debt Securities and any related Guarantees, the



Platinum Underwriters Holdings, Ltd.
November 4, 2005
Page 7

            Indentures, such Purchase Units will constitute valid and binding
            obligations of the Company enforceable in accordance with their
            terms, subject to applicable bankruptcy, insolvency, fraudulent
            conveyance, reorganization, moratorium, rehabilitation, fraudulent
            transfer or similar laws affecting the enforcement of creditors'
            rights generally, to general principles of equity, regardless of
            whether such principles are considered in a proceeding in equity or
            at law, and to an implied covenant of good faith and fair dealing.

         The opinions rendered herein are limited to the laws of the State of
New York. In particular, we do not pass on any matter governed by Bermuda law
and we assume the validity of the Platinum Holdings Indentures, the Warrant
Agreement, the warrant certificate, the Deposit Agreement, the Receipts and the
Securities (except for the Platinum Finance Debt Securities) under the Company's
constitutional documents and any law, regulation, order or decree in Bermuda. We
note that the Company has not yet prepared any forms of Platinum Holdings
Subordinated Indenture, any Guarantee issued pursuant to a Platinum Finance
Subordinated Indenture, Warrant, Warrant Agreement, warrant certificate, Deposit
Agreement, Receipt, Purchase Contract or Purchase Unit, and that Platinum
Finance has not yet prepared any form of Platinum Finance Subordinated
Indenture. Our opinions above are rendered based upon the assumption that such
forms, when prepared by the Company and/or Platinum Finance, as applicable, will
be acceptable to us.

         We consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to the use of our name under the
caption "Legal Matters" contained in the Registration Statement. In giving our
consent, we do not thereby concede that we come within the category of persons
whose consent is required by the Securities Act. We disclaim any obligation to
update this opinion for events occurring or coming to our attention after the
date hereof.

                                                     Very truly yours,


                                                     /s/  Dewey Ballantine LLP

EX-12.1

Exhibit 12.1

Platinum Underwriters Holdings, Ltd.

Ratio of Earnings to Fixed Charges

										Period from
			Nine Months							April 19,
			Ended			Year Ended		Year Ended		2002 to
			September 30,			December 31,		December 31,		December 31,
			2005			2004		2003		2002
			($ In thousands)
Earnings
	Earnings before income taxes		$	(42,942	)		115,133		193,698	$	11,093
	Add fixed charges			13,186			9,268		9,492		1,444
		Total		(29,756	)		124,401		203,190		12,537
Fixed charges:
	Interest Expense			12,017			7,426		7,563		1,261
	Amortized expenses related to indebtedness			1,169			1,842		1,929		183
		Total fixed charges	$	13,186			9,268		9,492	$	1,444
Ratio of earnings to fixed charges				*			13.4		21.4		8.7

*  Earnings were insufficient to cover fixed charges by $42,942,000 for the nine month period ended September 30, 2005.

EX-23.4

                                                                    Exhibit 23.4

             INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S CONSENT

The Board of Directors
Platinum Underwriters Holdings, Ltd.:


We consent to the use of our reports, dated February 25, 2005, with respect to
the consolidated balance sheets of Platinum Underwriters Holdings, Ltd. and
subsidiaries as of December 31, 2004 and 2003, and the related consolidated
statements of income and comprehensive income, shareholders' equity and cash
flows for the years ended December 31, 2004 and 2003, and the period April 19,
2002 (date of inception) to December 31, 2002, and all related financial
statement schedules, management's assessment of the effectiveness of internal
control over financial reporting as of December 31, 2004, and the effectiveness
of internal control over financial reporting as of December 31, 2004, which are
incorporated by reference herein and to the reference to our firm under the
heading "Experts" in the registration statement.

/s/  KPMG LLP

New York, New York
November 4, 2005

EX-23.5

                                                                    Exhibit 23.5

             INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S CONSENT

The Board of Directors
Platinum Underwriters Holdings, Ltd.:

We consent to the use of our report, dated March 21, 2003, with respect to the
combined statements of underwriting results and identifiable underwriting cash
flows of The St. Paul Companies, Inc. Reinsurance Underwriting Segment
(Predecessor) for the period from January 1, 2002 through November 1, 2002,
which report appears in the December 31, 2004, annual report on Form 10-K/A of
Platinum Underwriters Holdings, Ltd. and subsidiaries, which are incorporated by
reference herein and to the reference to our firm under the heading "Experts" in
the registration statement. Our report contains an explanatory paragraph that
states that the combined statements are not intended to be a complete
presentation of Predecessor's or The St. Paul Companies, Inc.'s results of
operations or cash flows.

/s/  KPMG LLP


Minneapolis, Minnesota
November 4, 2005

EX-25.3

                                                                    Exhibit 25.3
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                            -------------------------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE
              ---------------------------------------------------
               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                     A TRUSTEE PURSUANT TO SECTION 305(b)(2)
              ---------------------------------------------------

                    JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
               (Exact name of trustee as specified in its charter)

                                                                      13-4994650
(State of incorporation                                         (I.R.S. employer
if not a national bank)                                      identification No.)

1111 POLARIS PARKWAY
COLUMBUS, OHIO                                                             43271
(Address of principal executive offices)                              (Zip Code)

                                Thomas F. Godfrey
                  Vice President and Assistant General Counsel
                    JPMorgan Chase Bank, National Association
                       1 Chase Manhattan Plaza, 25th Floor
                               New York, NY 10081
                               Tel: (212) 552-2192
            (Name, address and telephone number of agent for service)

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

                      PLATINUM UNDERWRITERS HOLDINGS, LTD.
               (Exact name of obligor as specified in its charter)

BERMUDA                                                               98-0416483
(State or other jurisdiction of                                 (I.R.S. employer
incorporation or organization)                               identification No.)

THE BELVEDERE BUILDING
69 PITTS BAY ROAD
PEMBROKE, HM 08
BERMUDA                                                                      N/A
(Address of principal executive offices)                              (Zip Code)

- --------------------------------------------------------------------------------
                          SUBORDINATED DEBT SECURITIES

                       (Title of the indenture securities)

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




                                     GENERAL

Item 1.  General Information.

      Furnish the following information as to the trustee:

      (a) Name and address of each examining or supervising authority to which
it is subject.

      Comptroller of the Currency, Washington, D.C.

      Board of Governors of the Federal Reserve System, Washington, D.C., 20551

      Federal Deposit Insurance Corporation, Washington, D.C., 20429.


  (b) Whether it is authorized to exercise corporate trust powers.

      Yes.


Item 2.  Affiliations with the Obligor and Guarantors.

      If the obligor or any guarantor is an affiliate of the trustee, describe
each such affiliation.

      None.


                                       -2-




Item 16.   List of Exhibits

      List below all exhibits filed as a part of this Statement of Eligibility.

      1. A copy of the Articles of Association of JPMorgan Chase Bank, N.A. (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-106575 which is incorporated by reference).

      2. A copy of the Certificate of Authority of the Comptroller of the
Currency for the trustee to commence business. (see Exhibit 2 to Form T-1 filed
in connection with Registration Statement No. 333-106575 which is incorporated
by reference).

      3. None, the authority of the trustee to exercise corporate trust powers
being contained in the documents described in Exhibits 1 and 2.

      4. A copy of the existing By-Laws of the Trustee. (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-106575 which is
incorporated by reference).

      5. Not applicable.

      6. The consent of the Trustee required by Section 321(b) of the Act. (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
333-106575 which is incorporated by reference).

      7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

      8. Not applicable.

      9. Not applicable.

                                    SIGNATURE

      Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, JPMorgan Chase Bank, N.A., has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York and State of New York, on the 3rd day of
November, 2005.

                                   JPMORGAN CHASE BANK, N.A.

                                   By /s/ James D. Heaney
                                          --------------------------------------
                                          James D. Heaney
                                          Vice President


                                       -3-


                              Exhibit 7 to Form T-1


                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                            JPMorgan Chase Bank, N.A.
                  of 1111 Polaris Parkway, Columbus, Ohio 43271
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

                   at the close of business June 30, 2005, in
        accordance with a call made by the Federal Reserve Bank of this
        District pursuant to the provisions of the Federal Reserve Act.



                                                            DOLLAR AMOUNTS
                     ASSETS                                   IN MILLIONS
                                                         
Cash and balances due from depository institutions:
     Noninterest-bearing balances and
     currency and coin                                         $ 33,595
     Interest-bearing balances                                    9,074
Securities:
Held to maturity securities                                          92
Available for sale securities                                    46,530
Federal funds sold and securities purchased under
     agreements to resell
     Federal funds sold in domestic offices                      27,359
     Securities purchased under agreements to resell            162,222
Loans and lease financing receivables:
     Loans and leases held for sale                              28,317
     Loans and leases, net of unearned income  $348,961
     Less: Allowance for loan and lease losses    4,676
     Loans and leases, net of unearned income and
     allowance                                                  344,285
Trading Assets                                                  231,417
Premises and fixed assets (including capitalized leases)          8,360
Other real estate owned                                             142
Investments in unconsolidated subsidiaries and
     associated companies                                           818
Customers' liability to this bank on acceptances
     outstanding                                                    549
Intangible assets
        Goodwill                                                 23,432
        Other Intangible assets                                   9,440
Other assets                                                     47,481
TOTAL ASSETS                                                   $973,113
                                                             ==========






                                   LIABILITIES

                                                            
Deposits
     In domestic offices                                       $ 383,950
     Noninterest-bearing  $ 141,374
     Interest-bearing       242,576
     In foreign offices, Edge and Agreement
     subsidiaries and IBF's                                      145,247
  Noninterest-bearing     $   7,348
     Interest-bearing       137,899

Federal funds purchased and securities sold under agreements to repurchase:
     Federal funds purchased in domestic offices                   8,743
     Securities sold under agreements to repurchase               93,698
Trading liabilities                                              117,933
Other borrowed money (includes mortgage indebtedness
     and obligations under capitalized leases)                    79,495
Bank's liability on acceptances executed and outstanding             549
Subordinated notes and debentures                                 17,982
Other liabilities                                                 40,922
TOTAL LIABILITIES                                                888,519
Minority Interest in consolidated subsidiaries                     1,426



                                 EQUITY CAPITAL

                                                            
Perpetual preferred stock and related surplus                          0
Common stock                                                       1,785
Surplus (exclude all surplus related to preferred stock)          58,838
Retained earnings                                                 22,718
Accumulated other comprehensive income                              (173)
Other equity capital components                                        0
TOTAL EQUITY CAPITAL                                              83,168
                                                               ---------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL       $ 973,113
                                                               =========




I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

                                    JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the in- structions
issued by the appropriate Federal regulatory AUTHORITY AND IS TRUE AND CORRECT.

                                    WILLIAM B. HARRISON, JR.    )
                                    JAMES DIMON                 ) DIRECTORS
                                    MICHAEL J. CAVANAGH         )

EX-25.4

                                                                    Exhibit 25.4

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                            -------------------------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE
          ------------------------------------------------------------
               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                     A TRUSTEE PURSUANT TO SECTION 305(b)(2)
          ------------------------------------------------------------
                    JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
               (Exact name of trustee as specified in its charter)

                                                                      13-4994650
(State of incorporation                                         (I.R.S. employer
if not a national bank)                                      identification No.)

1111 POLARIS PARKWAY
COLUMBUS, OHIO                                                             43271
(Address of principal executive offices)                              (Zip Code)

                                Thomas F. Godfrey
                  Vice President and Assistant General Counsel
                    JPMorgan Chase Bank, National Association
                       1 Chase Manhattan Plaza, 25th Floor
                               New York, NY 10081
                               Tel: (212) 552-2192
            (Name, address and telephone number of agent for service)
          ------------------------------------------------------------
                      PLATINUM UNDERWRITERS FINANCE, INC.
               (Exact name of obligor as specified in its charter)

          DELAWARE                                               81-0566888
(State or other jurisdiction of                               (I.R.S. employer
incorporation or organization)                               identification No.)

2 WORLD FINANCIAL CENTER
225 LIBERTY STREET, SUITE 2300
NEW YORK, NEW YORK 10281                                                   10281
(Address of principal executive offices)                              (Zip Code)

                      PLATINUM UNDERWRITERS HOLDINGS, LTD.
               (Exact name of obligor as specified in its charter)

BERMUDA                                                               98-0416483
 (State or other jurisdiction of                                (I.R.S. employer
incorporation or organization)                               identification No.)

THE BELVEDERE BUILDING
69 PITTS BAY ROAD
PEMBROKE, HM 08
BERMUDA                                                                      N/A
(Address of principal executive offices)                              (Zip Code)

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

                     SUBORDINATED GUARANTEED DEBT SECURITIES
              GUARANTEES OF SUBORDINATED GUARANTEED DEBT SECURITIES
                     BY PLATINUM UNDERWRITERS HOLDINGS, LTD.

                       (Title of the indenture securities)

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




                                     GENERAL

Item 1.  General Information.

      Furnish the following information as to the trustee:

  (a) Name and address of each examining or supervising authority to which
it is subject.

      Comptroller of the Currency, Washington, D.C.

      Board of Governors of the Federal Reserve System, Washington, D.C., 20551

      Federal Deposit Insurance Corporation, Washington, D.C., 20429.

  (b) Whether it is authorized to exercise corporate trust powers.

      Yes.

Item 2.  Affiliations with the Obligor and Guarantors.

      If the obligor or any guarantor is an affiliate of the trustee, describe
each such affiliation.

      None.


                                       -2-





Item 16. List of Exhibits

      List below all exhibits filed as a part of this Statement of Eligibility.

      1. A copy of the Articles of Association of JPMorgan Chase Bank, N.A. (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-106575 which is incorporated by reference).

      2. A copy of the Certificate of Authority of the Comptroller of the
Currency for the trustee to commence business. (see Exhibit 2 to Form T-1 filed
in connection with Registration Statement No. 333-106575 which is incorporated
by reference).

      3. None, the authority of the trustee to exercise corporate trust powers
being contained in the documents described in Exhibits 1 and 2.

      4. A copy of the existing By-Laws of the Trustee. (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-106575 which is
incorporated by reference).

      5. Not applicable.

      6. The consent of the Trustee required by Section 321(b) of the Act. (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
333-106575 which is incorporated by reference).

      7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

      8. Not applicable.

      9. Not applicable.

                                    SIGNATURE

            Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, JPMorgan Chase Bank, N.A., has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York and State of New York, on the 3rd day of
November, 2005.

                                 JPMORGAN CHASE BANK, N.A.

                                 By   /s/  James D. Heaney
                                          --------------------------------------
                                           James D. Heaney
                                           Vice President


                                       -3-


                              Exhibit 7 to Form T-1


                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                            JPMorgan Chase Bank, N.A.
                  of 1111 Polaris Parkway, Columbus, Ohio 43271
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

                   at the close of business June 30, 2005, in
        accordance with a call made by the Federal Reserve Bank of this
        District pursuant to the provisions of the Federal Reserve Act.



                                                            DOLLAR AMOUNTS
                     ASSETS                                  IN MILLIONS
                                                         
Cash and balances due from depository institutions:
     Noninterest-bearing balances and
     currency and coin                                       $ 33,595
     Interest-bearing balances                                  9,074
Securities:
Held to maturity securities                                        92
Available for sale securities                                  46,530
Federal funds sold and securities purchased under
     agreements to resell
     Federal funds sold in domestic offices                    27,359
     Securities purchased under agreements to resell          162,222
Loans and lease financing receivables:
     Loans and leases held for sale                            28,317
     Loans and leases, net of unearned income  $348,961
     Less: Allowance for loan and lease losses    4,676
     Loans and leases, net of unearned income and
     allowance                                                344,285
Trading Assets                                                231,417
Premises and fixed assets (including capitalized leases)        8,360
Other real estate owned                                           142
Investments in unconsolidated subsidiaries and
     associated companies                                         818
Customers' liability to this bank on acceptances
     outstanding                                                  549
Intangible assets
        Goodwill                                               23,432
        Other Intangible assets                                 9,440
Other assets                                                   47,481
TOTAL ASSETS                                                 $973,113
                                                             ========






                                   LIABILITIES

                                                         
Deposits
     In domestic offices                                     $ 383,950
     Noninterest-bearing   $ 141,374
     Interest-bearing        242,576
     In foreign offices, Edge and Agreement
     subsidiaries and IBF's                                    145,247
  Noninterest-bearing      $   7,348
     Interest-bearing        137,899

Federal funds purchased and securities sold under agreements to repurchase:
     Federal funds purchased in domestic offices                 8,743
     Securities sold under agreements to repurchase             93,698
Trading liabilities                                            117,933
Other borrowed money (includes mortgage indebtedness
     and obligations under capitalized leases)                  79,495
Bank's liability on acceptances executed and outstanding           549
Subordinated notes and debentures                               17,982
Other liabilities                                               40,922
TOTAL LIABILITIES                                              888,519
Minority Interest in consolidated subsidiaries                   1,426



                                 EQUITY CAPITAL

                                                         
Perpetual preferred stock and related surplus                        0
Common stock                                                     1,785
Surplus  (exclude all surplus related to preferred stock)       58,838
Retained earnings                                               22,718
Accumulated other comprehensive income                            (173)
Other equity capital components                                      0
TOTAL EQUITY CAPITAL                                            83,168
                                                             ---------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL     $ 973,113
                                                             =========



I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

                                    JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the in- structions
issued by the appropriate Federal regulatory AUTHORITY AND IS TRUE AND CORRECT.

                                    WILLIAM B. HARRISON, JR.    )
                                    JAMES DIMON                 ) DIRECTORS
                                    MICHAEL J. CAVANAGH         )