Indenture

Indenture


                                                                  EXECUTION COPY

                                    INDENTURE

                                     BETWEEN

                             JAMES RIVER GROUP, INC.

                                       AND

                            WILMINGTON TRUST COMPANY

                                   AS TRUSTEE

                            DATED AS OF MAY 26, 2004

              FLOATING RATE JUNIOR SUBORDINATED DEBENTURES DUE 2034



                                TABLE OF CONTENTS



                                                                                   Page
                                                                                   ----
                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.01    Definitions..........................................................1

                                   ARTICLE II
                                   SECURITIES

SECTION 2.01    Principal Amount; Maturity...........................................8
SECTION 2.02    Form of Securities...................................................8
SECTION 2.03    Form of Trustee's Certificate of Authentication......................8
SECTION 2.04    Authentication and Dating............................................9
SECTION 2.05    Date and Denomination of Securities..................................9
SECTION 2.06    Execution of Securities.............................................10
SECTION 2.07    Exchange and Registration of Transfer of Securities.................11
SECTION 2.08    Mutilated, Destroyed, Lost or Stolen Securities.....................14
SECTION 2.09    Temporary Securities................................................15
SECTION 2.10    Cancellation of Securities Paid, etc................................15
SECTION 2.11    Interest............................................................15
SECTION 2.12    Deferral of Interest Payments.......................................16

                                   ARTICLE III
                       PARTICULAR COVENANTS OF THE COMPANY

SECTION 3.01    Payment of Principal, Premium, if any, and Interest.................17
SECTION 3.02    Offices for Notices and Payments, etc...............................17
SECTION 3.03    Appointments to Fill Vacancies in Trustee's Office..................18
SECTION 3.04    Provisions as to Paying Agent.......................................18
SECTION 3.05    Certificate to Trustee..............................................19
SECTION 3.06    Compliance with Consolidation Provisions............................19
SECTION 3.07    Limitations on Dividends; Etc.......................................19
SECTION 3.08    Covenants as to the Trust...........................................20
SECTION 3.09    Notice of Default...................................................20

                                   ARTICLE IV
        SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

SECTION 4.01    Securityholders' Lists..............................................20
SECTION 4.02    Preservation and Disclosure of Lists................................21
SECTION 4.03    Reports by Company..................................................22
SECTION 4.04    Financial and Other Information Under Certain Circumstances.........22

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

SECTION 5.01    Events of Default...................................................23



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SECTION 5.02    Payment of Securities on Default; Suit Therefor.....................25
SECTION 5.03    Application of Moneys Collected by Trustee..........................26
SECTION 5.04    Proceedings by Securityholders......................................27
SECTION 5.05    Proceedings by Trustee..............................................27
SECTION 5.06    Remedies Cumulative and Continuing..................................28
SECTION 5.07    Direction of Proceedings and Waiver of Defaults by Majority of
                Securityholders.....................................................28
SECTION 5.08    Notice of Defaults..................................................29
SECTION 5.09    Undertaking to Pay Costs............................................29

                                   ARTICLE VI
                             CONCERNING THE TRUSTEE

SECTION 6.01    Duties and Responsibilities of Trustee..............................30
SECTION 6.02    Reliance on Documents, Opinions, etc................................31
SECTION 6.03    No Responsibility for Recitals, etc.................................32
SECTION 6.04    Trustee, Authenticating Agent, Paying Agents, Transfer Agents or
                Registrar May Own Securities........................................33
SECTION 6.05    Moneys to be Held in Trust..........................................33
SECTION 6.06    Compensation and Expenses of Trustee................................33
SECTION 6.07    Officers' Certificate as Evidence...................................34
SECTION 6.08    Conflicting Interest of Trustee.....................................34
SECTION 6.09    Eligibility of Trustee..............................................34
SECTION 6.10    Resignation or Removal of Trustee...................................35
SECTION 6.11    Acceptance by Successor Trustee.....................................36
SECTION 6.12    Succession by Merger, etc...........................................36
SECTION 6.13    Authenticating Agents...............................................37

                                   ARTICLE VII
                         CONCERNING THE SECURITYHOLDERS

SECTION 7.01    Action by Securityholders...........................................38
SECTION 7.02    Proof of Execution by Securityholders...............................38
SECTION 7.03    Who Are Deemed Absolute Owners......................................39
SECTION 7.04    Securities Owned by Company Deemed Not Outstanding..................39
SECTION 7.05    Revocation of Consents; Future Holders Bound........................39

                                  ARTICLE VIII
                            SECURITYHOLDERS' MEETINGS

SECTION 8.01    Purposes of Meetings................................................40
SECTION 8.02    Call of Meetings by Trustee.........................................40
SECTION 8.03    Call of Meetings by Company or Securityholders......................40
SECTION 8.04    Qualifications for Voting...........................................41
SECTION 8.05    Regulations.........................................................41
SECTION 8.06    Voting..............................................................41



                                       ii



                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES



SECTION 9.01    Supplemental Indentures without Consent of Securityholders..........42
SECTION 9.02    Supplemental Indentures with Consent of Securityholders.............43
SECTION 9.03    Notation on Securities..............................................44
SECTION 9.04    Evidence of Compliance of Supplemental Indenture to be Furnished
                Trustee.............................................................44

                                    ARTICLE X
                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

SECTION 10.01   Company May Consolidate, etc., on Certain Terms.....................45
SECTION 10.02   Successor Entity to be Substituted for Company......................45
SECTION 10.03   Opinion of Counsel to be Given Trustee..............................46

                                   ARTICLE XI
                     SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 11.01   Discharge of Indenture..............................................46
SECTION 11.02   Deposited Moneys to be Held in Trust by Trustee.....................47
SECTION 11.03   Paying Agent to Repay Moneys Held...................................47
SECTION 11.04   Return of Unclaimed Moneys..........................................47

                                   ARTICLE XII
         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 12.01   Indenture and Securities Solely Entity Obligations..................47

                                  ARTICLE XIII
                            MISCELLANEOUS PROVISIONS

SECTION 13.01   Successors..........................................................48
SECTION 13.02   Official Acts by Successor Entity...................................48
SECTION 13.03   Surrender of Company Powers.........................................48
SECTION 13.04   Addresses for Notices, etc..........................................48
SECTION 13.05   Governing Law.......................................................48
SECTION 13.06   Submission to Jurisdiction..........................................48
SECTION 13.07   Evidence of Compliance with Conditions Precedent....................49
SECTION 13.08   Table of Contents, Headings, etc....................................49
SECTION 13.09   Execution in Counterparts...........................................49
SECTION 13.10   Separability........................................................49

                                   ARTICLE XIV
                            REDEMPTION OF SECURITIES

SECTION 14.01   Optional Redemption.................................................50
SECTION 14.02   Notice of Redemption; Selection of Securities.......................50
SECTION 14.03   Payment of Securities Called for Redemption.........................51



                                       iii



                                   ARTICLE XV
                           SUBORDINATION OF SECURITIES



SECTION 15.01   Agreement to Subordinate............................................52
SECTION 15.02   Default on Senior Indebtedness......................................52
SECTION 15.03   Liquidation; Dissolution; Bankruptcy................................52
SECTION 15.04   Subrogation of Securityholders......................................54
SECTION 15.05   Trustee to Effectuate Subordination.................................55
SECTION 15.06   Notice by the Company...............................................55
SECTION 15.07   Rights of the Trustee; Holders of Senior Indebtedness...............55
SECTION 15.08   Subordination May Not Be Impaired...................................56


Exhibit A Form of Security


                                       iv



     THIS INDENTURE, dated as of May 26, 2004, between James River Group, Inc.,
a Delaware corporation (hereinafter sometimes called the "Company"), and
Wilmington Trust Company, a Delaware banking corporation, as trustee
(hereinafter sometimes called the "Trustee").

                                   WITNESSETH:

     WHEREAS, for its lawful corporate purposes, the Company has duly authorized
the issuance of its Floating Rate Junior Subordinated Debentures due 2034 (the
"Securities") in the aggregate principal amount of $7,217,000 and, to provide
the terms and conditions upon which the Securities are to be authenticated,
issued and delivered, the Company has duly authorized the execution, delivery
and performance of this Indenture; and

     WHEREAS, all acts and things necessary to make this Indenture a valid and
legally binding agreement according to its terms, have been done and performed;

     NOW, THEREFORE, This Indenture Witnesseth:

     In consideration of the premises, and the purchase of the Securities by the
Securityholders (as defined below) thereof, the Company covenants and agrees
with the Trustee for the benefit of the respective Securityholders from time to
time, as follows:

                                    ARTICLE I
                                   DEFINITIONS

     SECTION 1.01 Definitions.

     The terms defined in this Section 1.01 (except as herein otherwise
expressly provided or unless the context otherwise requires) for all purposes of
this Indenture and any indenture supplemental hereto shall have the respective
meanings specified in this Section 1.01. All accounting terms used but not
expressly defined herein shall have the meanings assigned to such terms in
accordance with accounting principles generally accepted in the United States
and the term "generally accepted accounting principles" means such accounting
principles as are generally accepted in the United States at the time of any
computation. 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. Any reference to the singular includes
the plural and vice versa (unless the context otherwise requires).

     "Additional Interest" has the meaning specified in Section 2.11(c).

     "Affiliate" means, with respect to a specified Person, (a) any Person
directly or indirectly owning, controlling or holding with power to vote, 10% or
more of the outstanding Voting Securities or other ownership interests of the
specified Person, (b) any Person 10% or more of whose outstanding Voting
Securities or other ownership interests are directly or indirectly owned,
controlled or held with power to vote by the specified Person, (c) any Person
directly or indirectly controlling, controlled by, or under common control with
the specified Person, (d) a partnership in which the specified Person is a
general partner, (e) any officer or director of the


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specified Person, and (f) if the specified Person is an individual, any entity
of which the specified Person is an officer, director or general partner.

     "Authenticating Agent" shall mean any agent or agents of the Trustee which
at the time shall be appointed and acting pursuant to Section 6.13.

     "Bankruptcy Law" shall mean Title 11, U.S. Code, or any similar Federal or
State law for the relief of debtors.

     "Board of Directors" shall mean the Board of Directors of the Company or
any other duly authorized committee thereof.

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

     "Business Day" shall mean any day other than a Saturday, Sunday or other
day on which commercial banking institutions in The City of New York or
Wilmington, Delaware are authorized or obligated by law, executive order or
regulation to close.

     "Calculation Agent" means the Trustee.

     "Certificate of Authentication" shall mean the certificate issued by the
Trustee or the Authenticating Agent authenticating a Security issued under the
Indenture.

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

     "Common Securities" shall mean undivided beneficial interests in the assets
of the Trust which rank pari passu with Preferred Securities issued by the
Trust; provided, however, that upon the occurrence of an Event of Default, the
rights of registered holders of Common Securities to payment in respect of
distributions and payments upon liquidation, redemption and otherwise are
subordinated to the rights of registered holders of Preferred Securities.

     "Company" shall mean James River Group, Inc., a Delaware corporation, and,
subject to the provisions of Article X hereof, shall include its successors and
assigns.

     "Compound Interest" has the meaning set forth in Section 2.11(a).

     "Custodian" shall mean any receiver, trustee, assignee, liquidator, or
similar official under any Bankruptcy Law.

     "Declaration", with respect to the Trust, shall mean the Amended and
Restated Declaration of Trust of the Trust, the Company, Wilmington Trust
Company, as Institutional Trustee and Delaware Trustee, and the other trustees
named therein, as it may be amended or supplemented from time to time.


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     "Default" means any event, act or condition that, with notice or lapse of
time, or both, would constitute an Event of Default.

     "Defaulted Interest" shall have the meaning given to such term in Section
2.05.

     "Deferral Period" has the meaning set forth in Section 2.12(a).

     "Deferred Interest" has the meaning set forth in Section 2.12(a).

     "Determination Date" means two London Banking Days next preceding the
applicable Interest Payment Date.

     "Event of Default" shall mean any event, act or condition specified in
Section 5.01, continued for the period of time, if any, and after the giving of
the notice, if any, therein designated.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

     "ICONS" shall mean ICONS I, Ltd., a limited liability company formed
pursuant to the laws of the Cayman Islands.

     "Indenture" shall mean this instrument as originally executed or, if
amended or supplemented as herein provided, as so amended or supplemented, or
both.

     "Institutional Trustee" has the meaning set forth in the Declaration.

     "Interest Payment Date" has the meaning set forth in Section 2.11(a).

     "Interest Payment Period" means the period from and including an Interest
Payment Date, or in the case of the first Interest Payment Period, the original
date of issuance of the Securities, to, but excluding the next succeeding
Interest Payment Date or, in the case of the last Interest Payment Period, the
Stated Maturity or date of redemption.

     "Interest Rate" shall mean, with respect to any Interest Payment Period, a
per annum rate of interest equal to LIBOR, as determined on the Determination
Date for such Interest Payment Period, plus 4.00% (provided, that the Interest
Rate for any Interest Payment Period prior to the Interest Payment Period
commencing on the Interest Payment Date in May, 2009 may not exceed 12.50% per
annum and provided, further, that the Interest Rate for any Interest Payment
Period may not exceed the highest rate permitted by New York law, as the same
may be modified by United States law of general applicability).

     "Investment Company Act" shall mean the Investment Company Act of 1940, as
amended from time to time, or any successor legislation.

     "Investment Company Event" shall mean that the Regular Trustees shall have
received an opinion of nationally recognized independent counsel experienced in
such matters, who shall not be an officer or employee of the Company or any of
its Affiliates, to the effect that, as a result of the occurrence of a change in
law or regulation or a written change (including any announced


                                        3



prospective change) in interpretation or application of law or regulation by any
legislative body, court, governmental agency or regulatory authority, there is
more than an insubstantial risk that the Trust is or will be considered an
"investment company" that is required to be registered under the Investment
Company Act, which change or prospective change becomes effective or would
become effective, as the case may be, on or after the date of the issuance of
the Preferred Securities.

     "LIBOR" means, with respect to an Interest Payment Period commencing on an
Interest Payment Date (in the following order of priority):

     (a) the rate (expressed as a percentage per annum) for Eurodollar deposits
having a three-month maturity that appears on Telerate page 3750 as of 11:00
a.m. (London time) on the Determination Date;

     (b) if such rate does not appear on Telerate page 3750 as of 11:00 a.m.
(London time) on the Determination Date, the Calculation Agent will request the
principal London offices of four leading banks in the London interbank market as
selected by the Calculation Agent to provide such banks' offered quotations
(expressed as percentages per annum) to prime banks in the London interbank
market for Eurodollar deposits having a three-month maturity as of 11:00 a.m.
(London time) on such Determination Date, and if at least two quotations are
provided, LIBOR will be the arithmetic mean of such quotations;

     (c) if fewer than two such quotations are provided as requested in clause
(b) above, the Calculation Agent will request four major New York City banks
selected by the Calculation Agent to provide such banks' offered quotations
(expressed as percentages per annum) to leading European banks for loans in
Eurodollars as of 11:00 a.m. (New York City time) on such Determination Date,
and if at least two quotations are provided, LIBOR will be the arithmetic mean
of such quotations, and

     (d) if fewer than two such quotations are provided as requested in clause
(c) above, LIBOR will be LIBOR as in effect during the preceding Interest
Payment Period.

     "London Banking Day" means any day, other than a Saturday or Sunday, on
which banks are open for business (including dealings in deposits in U.S.
dollars) in London.

     "Officers' Certificate" shall mean a certificate signed by the Chairman of
the Board (if an executive officer), the President or any Vice President, and by
the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller,
the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee. Each such certificate shall include the statements provided for in
Section 13.07 if and to the extent provided by the provisions of such Section.

     "Opinion of Counsel" shall mean an opinion signed by legal counsel
experienced in the matters as to which such opinion is being delivered, who may
be an employee of or counsel to the Company, or may be other counsel
satisfactory to the Trustee. Each such opinion shall include the statements
provided for in Section 13.07 if and to the extent required by the provisions of
such Section.


                                        4



     The term "outstanding" (except as otherwise provided in Section 7.01), when
used with reference to Securities, shall, subject to the provisions of Section
7.04, mean, as of any particular time, all Securities authenticated and
delivered by the Trustee or the Authenticating Agent under this Indenture,
except

     (a) Securities theretofore cancelled by the Trustee or the Authenticating
Agent 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 deposited in trust with the
Trustee or with any Paying Agent (other than the Company) or shall have been set
aside and segregated in trust by the Company (if the Company shall act as its
own Paying Agent); provided that, if such Securities, or portions thereof, are
to be redeemed prior to maturity thereof, notice of such redemption shall have
been given in accordance with Article XIV or provision satisfactory to the
Trustee shall have been made for giving such notice; and

     (c) Securities paid pursuant to Section 2.08 or Securities in lieu of or in
substitution for which other Securities shall have been authenticated and
delivered pursuant to the terms of Section 2.08 unless proof satisfactory to the
Company and the Trustee is presented that any such Securities are held by bona
fide holders in due course.

     "Paying Agent" has the meaning set forth in Section 3.04.

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

     "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt and as that evidenced by
such particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 2.08 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost, destroyed
or stolen Security.

     "Preferred Securities" shall mean undivided beneficial interests in the
assets of the Trust which rank pari passu with Common Securities issued by the
Trust, whether or not designated for the purposes of identification as preferred
securities or capital securities; provided, however, that upon the occurrence of
an Event of Default, the rights of registered holders of Common Securities to
payment in respect of distributions and payments upon liquidation, redemption
and otherwise are subordinated to the rights of registered holders of Preferred
Securities.

     "Preferred Securities Guarantee" shall mean any guarantee agreement that
the Company may enter into with Wilmington Trust Company or any other trustee
for the benefit of registered holders of the Preferred Securities of the Trust.

     "Principal Office of the Trustee", or other similar term, shall mean the
principal office of the Trustee at which, at any particular time, its corporate
trust business is administered.

     "Regular Trustees" shall have the meaning set forth in the Declaration.


                                        5



     "Resale Restriction Termination Date" means, with respect to any Security,
the date which is the later of (i) two years (or such shorter period of time as
permitted by Rule 144(k) under the Securities Act) after the later of (y) the
date of original issuance of such Security and (z) the last date on which the
Company or any Affiliate (as defined in Rule 405 under the Securities Act) of
the Company was the holder of such Security (or any predecessor thereto) and
(ii) such later date, if any, as may be required by any subsequent change in
applicable law.

     "Responsible Officer" means, with respect to the Trustee, any officer
within the corporate trust department of the Trustee, including any vice
president, any assistant vice president, any assistant secretary, any assistant
treasurer, any financial services officer or other officer or agent of the
corporate trust department of the Trustee customarily performing functions
similar to those performed by any of the above designated officers or agents and
also means, with respect to a particular corporate trust matter, any other
officer or agent to whom such matter is referred because of that officer's or
agent's knowledge of and familiarity with the particular subject.

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

     "Security" or "Securities" shall have the meaning stated in the first
recital of this Indenture and, more particularly, means the debt security or
securities, as the case may be, authenticated and delivered under this
Indenture.

     "Security Register" shall have the meaning given to such term in Section
2.07.

     "Securityholder", "Holder of Securities", or other similar terms, shall
mean any person in whose name at the time a Security is registered in the
Security Register.

     "Senior Indebtedness" shall mean, with respect to the Company, (i) the
principal, premium, if any, and interest in respect of (x) indebtedness of the
Company for money borrowed and (y) indebtedness evidenced by securities,
debentures, notes, bonds or other similar instruments issued by the Company,
(ii) all capital lease obligations of the Company, (iii) all obligations of the
Company issued or assumed as the deferred purchase price of property (but
excluding trade accounts payable or accrued liabilities arising in the ordinary
course of business), (iv) all obligations of the Company for the reimbursement
of any letter of credit, any banker's acceptance, any security purchase
facility, any repurchase agreement or similar arrangement or any Swap Agreement
and (v) all obligations of the type referred to in clauses (i) through (iv)
above of other Persons for the payment of which the Company is responsible or
liable as obligor, guarantor or otherwise, whether incurred on or prior to the
date of this Indenture or thereafter incurred, unless it is provided in the
instrument creating or evidencing the same or pursuant to which the same is
outstanding that such obligations are pari passu or junior in right of payment
to the Securities; provided, however, that Senior Indebtedness shall not include
(A) any debt securities issued to any trust other than the Trust (or a trustee
of such trust) that is a financing vehicle of the Company (a "financing
entity"), in connection with the issuance by such financing entity of equity or
other securities in transactions substantially similar in structure to the
transactions contemplated hereunder and in the Declaration or (B) any guarantees
of the Company in respect of the equity or other securities of any financing
entity referred to in clause (A) above.


                                        6



     "Special Event" means either a Tax Event or an Investment Company Event.

     "Stated Maturity" means the date on which the Securities mature and on
which the principal shall be due and payable, together with all accrued and
unpaid interest, including Compound Interest and Additional Interest, if any,
thereon, which date shall be May 15, 2034, unless accelerated to an earlier date
as provided in Article XIV.

     "Subsidiary" shall mean with respect to any Person, (i) any corporation a
majority of the outstanding Voting Securities of which are owned, directly or
indirectly, by such Person or by one or more of its Subsidiaries, or by such
Person and one or more of its Subsidiaries, (ii) any general partnership, joint
venture or similar entity a majority of whose outstanding partnership or similar
ownership interests shall at the time be owned by such Person, or by one or more
of its Subsidiaries, or by such Person and one or more of its Subsidiaries and
(iii) any limited partnership of which such Person or any of its Subsidiaries is
a general partner.

     "Swap Agreement" shall mean any financial agreement designed to manage the
Company's exposure to fluctuations in interest rates or credit conditions,
currency exchange rates or commodity prices, including, without limitation, swap
agreements, option agreements, cap agreements, floor agreements, collar
agreements, credit swaps and forward purchase agreements.

     "Tax Event" means that the Company and, if any Preferred Securities remain
outstanding, the Regular Trustees shall have received an opinion of a nationally
recognized independent tax counsel experienced in such matters to the effect
that, as a result of (a) any amendment to, or change (including any announced
prospective change) in, the laws or any regulations thereunder of the United
States or any political subdivision or taxing authority thereof or therein, or
(b) any official administrative pronouncement or judicial decision interpreting
or applying such laws or regulations, which amendment or change is effective or
which pronouncement or decision is announced on or after the date of the
original issuance of the Securities, there is more than an insubstantial risk
that (i) the Trust is, or will be within 90 days of the date of such opinion,
subject to United States federal income tax with respect to income received or
accrued on the Securities, (ii) interest payable by the Company on the
Securities is not, or within 90 days of the date of such opinion will not be,
deductible by the Company (assuming the Company is organized under the laws of
any state of the United States or the District of Columbia), in whole or in
part, for United States federal income tax purposes, or (iii) the Trust is, or
will be within 90 days of the date of such opinion, subject to more than a de
minimis amount of other taxes, duties or other governmental charges.

     "Trust" shall mean James River Capital Trust I, a Delaware statutory trust
established by the Declaration, or any other similar trust sponsored by the
Company and created for the purpose of issuing its securities in connection with
the issuance of Securities under this Indenture.

     "Trustee" shall mean the Person identified as "Trustee" in the first
paragraph hereof, and, subject to the provisions of Article VI hereof, shall
also include its successors and assigns as Trustee hereunder.

     "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as
amended.


                                        7



     "Trust Securities" shall mean the Common Securities and the Preferred
Securities of the Trust.

     "Voting Securities" mean shares, interests, participations or other
equivalents in the equity (however designated) in such Person having ordinary
voting power for the election of a majority of the directors (or their
equivalent) of such Person, other than shares, interests, participations or
other equivalents having such power only by reason of the occurrence of a
contingency.

                                   ARTICLE II
                                   SECURITIES

     SECTION 2.01 Principal Amount; Maturity.

     The Company may issue up to $7,217,000 aggregate principal amount of the
Securities. The Securities shall mature on May 15, 2034; provided that the
Company may redeem the Securities prior to their Stated Maturity in accordance
with Article XIV.

     SECTION 2.02 Form of Securities.

     The Securities shall be substantially in the form of Exhibit A hereto.
Definitive Securities shall be typed, printed, lithographed or engraved on steel
engraved borders or may be produced in any other manner, all as determined by
the officers of the Company executing such Securities, as conclusively evidenced
by their execution of such Securities. The Securities shall be issued in
registered form only. Principal of, premium, if any, and interest on the
Securities issued in registered form will be payable, the transfer of such
Securities will be registrable and such Securities will be exchangeable for
Securities bearing identical terms and provisions at the office or agency of the
Trustee in Wilmington, Delaware; provided, however, that payment of interest on
an Interest Payment Date may be made at the option of the Company by check
mailed to the Holder entitled thereto at such address as shall appear in the
Security Register or by wire transfer to an account appropriately designated by
the Holder entitled thereto, while payments due at Stated Maturity or earlier
redemption will be made by the Company in same-day funds against presentation
and surrender of the related Securities. Notwithstanding the foregoing, so long
as the Holder of any Securities is the Institutional Trustee, the payment of the
principal of, premium, if any, and interest (including Compound Interest and
Additional Interest, if any) on such Securities held by the Institutional
Trustee will be made by the Company in same-day funds at such place and to such
account as may be designated by the Institutional Trustee.

     SECTION 2.03 Form of Trustee's Certificate of Authentication.

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


                                        8



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

     Wilmington Trust Company, as Trustee

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

     SECTION 2.04 Authentication and Dating.

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities not in excess of $7,217,000
aggregate principal amount to the Trustee for authentication, and the Trustee
shall thereupon authenticate and deliver said Securities to or upon the written
order of the Company, signed by its Chairman of the Board of Directors (if an
executive officer), President or one of its Vice Presidents and by its
Treasurer, any Assistant Treasurer, Secretary or any Assistant Secretary,
without any further action by the Company hereunder. In authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to Section 6.01) shall be fully protected in relying upon, a copy of
any Board Resolution or Resolutions relating thereto and, if applicable, an
appropriate record of any action taken pursuant to such resolution, in each case
certified by the Secretary or an Assistant Secretary of the Company.

     SECTION 2.05 Date and Denomination of Securities.

     The Securities shall be issuable in fully registered form without coupons
and in minimum denominations of $100,000 and any multiple of $1,000 in excess
thereof. The Securities shall be numbered, lettered, or otherwise distinguished
in such manner or in accordance with such plans as the officers of the Company
executing the same may determine with the approval of the Trustee, as
conclusively evidenced by the execution and authentication thereof.

     Every Security shall be dated the date of its authentication and shall bear
interest, if any, from such date. The interest installment on any Security that
is payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name said Security (or one or more
Predecessor Securities) is registered at the close of business on the regular
record date for such interest installment. In the event that any Security or
portion thereof is called for redemption and the redemption date (i) falls after
an Interest Payment Date, then interest on such Security payable on such
Interest Payment Date shall be paid to the Holder on the related regular record
date or (ii) is subsequent to a regular record date with respect to any Interest
Payment Date and prior to such Interest Payment Date, then interest on such
Security payable on such redemption date shall be paid upon presentation and
surrender of such Security as provided in Section 3.01.

     Any interest on any Security that is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date for any Security (herein called
"Defaulted Interest") shall forthwith cease to be payable to the Holder on the
relevant regular record date by virtue of having been such Holder, and such
Defaulted Interest shall be paid by the Company, at its election, as provided in
clause (i) or clause (ii) below:


                                       9



          (i) The Company may make payment of any Defaulted Interest on
     Securities to the Persons in whose names such Securities (or their
     respective Predecessor Securities) are registered at the close of business
     on a special record date for the payment of such Defaulted Interest, which
     shall be fixed in the following manner: the Company shall notify the
     Trustee in writing of the amount of Defaulted Interest proposed to be paid
     on each such Security and the date of the proposed payment, and at the same
     time the Company shall deposit with the Trustee an amount of money equal to
     the aggregate amount proposed to be paid in respect of such Defaulted
     Interest or shall make arrangements satisfactory to the Trustee for such
     deposit prior to the date of the proposed payment, such money when
     deposited to be held in trust for the benefit of the Persons entitled to
     such Defaulted Interest as in this clause provided. Thereupon the Trustee
     shall fix a special record date for the payment of such Defaulted Interest
     which shall not be more than 15 nor less than 10 days prior to the date of
     the proposed payment and not less than 10 days after the receipt by the
     Trustee of the notice of the proposed payment. The Trustee shall promptly
     notify the Company of such special record date and, in the name and at the
     expense of the Company, shall cause notice of the proposed payment of such
     Defaulted Interest and the special record date therefor to be mailed, first
     class postage prepaid, to each Securityholder at his or her address as it
     appears in the Security Register, not less than 10 days prior to such
     special record date. Notice of the proposed payment of such Defaulted
     Interest and the special record date therefor having been mailed as
     aforesaid, such Defaulted Interest shall be paid to the Persons in whose
     names such Securities (or their respective Predecessor Securities) are
     registered on such special record date and shall be no longer payable
     pursuant to the following clause (ii).

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

     The term "regular record date" shall mean the fifteenth calendar day
(whether or not a Business Day) preceding an Interest Payment Date.

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

     SECTION 2.06 Execution of Securities.

     The Securities shall be signed in the name and on behalf of the Company by
the manual or facsimile signature of its Chairman of the Board of Directors (if
an executive officer), President or one of its Vice Presidents and by the manual
or facsimile signature of its Treasurer, one of its Assistant Treasurers,
Secretary or one of its Assistant Secretaries, by facsimile or otherwise, and
which need not be attested. Only such Securities as shall bear thereon a
Certificate of Authentication substantially in the form hereinbefore recited,
executed by the Trustee or the Authenticating Agent, shall be entitled to the
benefits of this Indenture or be valid


                                       10



or obligatory for any purpose. Such certificate by the Trustee or the
Authenticating Agent 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.

     In case any officer of the Company who shall have signed any of the
Securities shall cease to be such officer before the Securities so signed shall
have been authenticated and delivered by the Trustee or the Authenticating
Agent, 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 execution of such Security, shall be the proper officers of the Company,
although at the date of the execution of this Indenture any such person was not
such an officer.

     SECTION 2.07 Exchange and Registration of Transfer of Securities.

     Securities may be exchanged for a like aggregate principal amount of
Securities of other authorized denominations. Securities to be exchanged may be
surrendered at the Principal Office of the Trustee or at any office or agency to
be maintained by the Company for such purpose as provided in Section 3.02, and
the Company or the Trustee shall execute and register and the Trustee or the
Authenticating Agent shall authenticate and deliver in exchange therefor the
Security or Securities which the Securityholder making the exchange shall be
entitled to receive. Upon due presentment for registration of transfer of any
Security at the principal office of the Trustee or at any office or agency of
the Company maintained for such purpose as provided in Section 3.02, the Company
or the Trustee shall execute and register and the Trustee or the Authenticating
Agent shall authenticate and deliver in the name of the transferee or
transferees a new Security or Securities for a like aggregate principal amount.
Registration or registration of transfer of any Security by the Trustee or by
any agent of the Company appointed pursuant to Section 3.02, and delivery of
such Security, shall be deemed to complete the registration or registration of
transfer of such Security.

     The Company or the Trustee shall keep, at the designated corporate trust
office of the Trustee, a register for the Securities issued hereunder (the
"Security Register") in which, subject to such reasonable regulations as it may
prescribe, the Company or the Trustee shall register ownership and transfer of
ownership of all Securities and shall register the transfer of all Securities as
in this Article II provided. The Security Register shall be in written form or
in any other form capable of being converted into written form within a
reasonable time.

     All Securities presented for registration of transfer or for exchange shall
(if so required by the Company, the Trustee or the Authenticating Agent) be duly
endorsed, or be accompanied, by a written instrument or instruments of transfer
in form satisfactory to the Company and either the Trustee or the Authenticating
Agent duly executed by, the Holder of such Security or his attorney duly
authorized in writing.

     No service charge shall be made for any exchange or registration of
transfer 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 therewith.


                                       11



     Neither the Company nor the Trustee shall be required to exchange or
register a transfer of (a) any Security for a period of 15 days preceding the
date of mailing of a notice of redemption of Securities, or (b) any Securities
selected, called or being called for redemption in whole or in part, except in
the case of any Securities to be redeemed in part, the portion thereof not to be
so redeemed.

     Notwithstanding the foregoing, Securities may not be transferred prior to
the Resale Restriction Termination Date except in compliance with the legend set
forth below, unless otherwise determined by the Company in accordance with
applicable law, which legend shall be placed on each Security:

     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER
APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY OR ANY INTEREST
OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY
BE, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY INTEREST OR
PARTICIPATION HEREIN PRIOR TO THE DATE WHICH IS THE LATER OF (i) TWO YEARS (OR
SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES
ACT) AFTER THE LATER OF (Y) THE DATE OF ORIGINAL ISSUANCE HEREOF AND (Z) THE
LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE (AS DEFINED IN RULE 405 UNDER
THE SECURITIES ACT) OF THE COMPANY WAS THE HOLDER OF THIS SECURITY OR SUCH
INTEREST OR PARTICIPATION (OR ANY PREDECESSOR THERETO) AND (ii) SUCH LATER DATE,
IF ANY, AS MAY BE REQUIRED BY ANY SUBSEQUENT CHANGE IN APPLICABLE LAW, ONLY (A)
TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE
144A"), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER", AS DEFINED IN RULE 144A, THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN "ACCREDITED
INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3), (7) OR (8) OF
RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY OR SUCH
INTEREST OR PARTICIPATION FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR
OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES TO NON-US PERSONS THAT OCCUR
OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR
(E) PURSUANT TO ANOTHER AVAILABLE


                                       12



EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE
(C) OR (E) ABOVE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A
COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS SECURITY OR
ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS
THE CASE MAY BE, AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.

     THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS
ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, ALSO AGREES, REPRESENTS AND
WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT PLAN, INDIVIDUAL RETIREMENT ACCOUNT
OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH A "PLAN"), OR AN
ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S
INVESTMENT IN THE ENTITY AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN MAY
ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, UNLESS
SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER
U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60,
91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING
OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION IS NOT PROHIBITED BY SECTION
406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR
HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST OR
PARTICIPATION HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND
HOLDING HEREOF OR THEREOF, AS THE CASE MAY BE, THAT EITHER (i) IT IS NOT AN
EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO
WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING
ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY
USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE,
OR (ii) SUCH PURCHASE AND HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO
APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

     IN CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER
TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED
BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS.


                                       13



     THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM
DENOMINATIONS OF $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY
ATTEMPTED TRANSFER OF THIS SECURITY IN DENOMINATIONS OF LESS THAN $100,000 SHALL
BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED
TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SECURITY OR ANY INTEREST
OR PARTICIPATION HEREIN FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE
RECEIPT OF DISTRIBUTIONS ON THIS SECURITY OR SUCH INTEREST OR PARTICIPATION, AND
SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS
SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN.

     SECTION 2.08 Mutilated, Destroyed, Lost or Stolen Securities.

     In case any temporary or definitive Security shall become mutilated or be
destroyed, lost or stolen, the Company shall execute, and upon its request the
Trustee shall authenticate and deliver, a new Security bearing a number 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 the Trustee such security or indemnity as may be reasonably
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 evidence to their satisfaction of the destruction, loss or theft of
such Security and of the ownership thereof.

     The Trustee may authenticate any such substituted Security and deliver the
same upon the written request or authorization of any officer of the Company.
Upon the issuance of any substituted Security, 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 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) if the applicant for such payment shall furnish to the Company and the
Trustee such security or indemnity as may be reasonably required by them to save
each of them harmless and, in case of destruction, loss or theft, evidence
satisfactory to the Company and to the Trustee of the destruction, loss or theft
of such Security and of the ownership thereof.

     Every substituted Security issued pursuant to the provisions of this
Section 2.08 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 found at any
time, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities duly issued hereunder. All
Securities shall be held and owned upon the express condition that, to the
extent permitted by applicable law, the foregoing provisions are exclusive with
respect to the replacement or payment of mutilated, 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.


                                       14



     SECTION 2.09 Temporary Securities.

     Pending the preparation of definitive Securities, the Company may execute
and the Trustee shall authenticate and deliver temporary Securities (typed,
printed or lithographed). Temporary Securities shall be issuable in any
authorized denomination, and substantially in the form of the definitive
Securities but with such omissions, insertions and variations as may be
appropriate for temporary Securities, all as may be determined by the Company.
Every such 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 the same effect, as the definitive Securities. Without
unreasonable delay the Company will execute and deliver to the Trustee or the
Authenticating Agent definitive Securities and thereupon any or all temporary
Securities may be surrendered in exchange therefor, at the Principal Office of
the Trustee or at any office or agency maintained by the Company for such
purpose as provided in Section 3.02, and the Trustee or the Authenticating Agent
shall authenticate and deliver in exchange for such temporary Securities a like
aggregate principal amount of such definitive Securities. 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 a registration of transfer the
Company may require payment of a sum sufficient to cover any tax, fee or other
governmental charge that may be imposed in relation thereto. Until so exchanged,
the temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities authenticated and delivered
hereunder.

     SECTION 2.10 Cancellation of Securities Paid, etc.

     All Securities surrendered for the purpose of payment, redemption, exchange
or registration of transfer, shall, if surrendered to the Company or any Paying
Agent, be surrendered to the Trustee and promptly cancelled by it, or, if
surrendered to the Trustee or any Authenticating Agent, shall be promptly
cancelled by it, and no Securities shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Indenture. All Securities
cancelled by any Authenticating Agent shall be delivered to the Trustee. The
Trustee shall dispose of cancelled Securities in accordance with its customary
procedures. If the Company shall acquire any of the Securities, however, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation.

     SECTION 2.11 Interest.

     (a) Each Security will bear interest at the then applicable Interest Rate
for each Interest Payment Period until the principal thereof becomes due and
payable, and on any overdue principal and, to the extent that payment of such
interest is enforceable under applicable law, on any overdue installment of
interest at the then applicable Interest Rate ("Compound Interest"), compounded
quarterly, payable quarterly in arrears on February 15, May 15, August 15 and
November 15 of each year, commencing on August 15, 2004 (each, an "Interest
Payment Date"), to the Person in whose name such Security or any Predecessor
Security is registered at the close of business on the relevant record date,
which will be the fifteenth calendar day preceding the relevant Interest Payment
Date, except as otherwise provided pursuant to the provisions of Section 2.12.


                                       15



     (b) The amount of interest payable for any period will be computed on the
basis of a 360-day year and the actual number of days elapsed in such Interest
Payment Period. In the event that any Interest Payment Date is not a Business
Day, then payment of interest payable on such date will be made on the next
Business Day (and without any interest or other payment in respect of any such
delay), except that, if such next Business Day is in the next succeeding
calendar year, such payment shall be made on the preceding Business Day, in each
case with the same force and effect as if made on the date that such interest
otherwise would have been payable.

     (c) If, at any time while the Institutional Trustee is the Holder of any
Securities, the Trust or the Institutional Trustee is required to pay any taxes,
duties, assessments or governmental charges of whatever nature (other than
withholding taxes) imposed by the United States, or any other taxing authority,
then, in any such case, the Company will pay as additional interest ("Additional
Interest") on the Debentures held by the Institutional Trustee such additional
amounts as shall be required so that the net amounts received and retained by
the Institutional Trustee after paying such taxes, duties, assessments or other
governmental charges will be equal to the amounts the Institutional Trustee
would have received had no such taxes, duties, assessments or other governmental
charges been imposed.

     (d) All percentages resulting from any calculations on the Securities will
be rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded upward (e.g.,
7.553455% (or .07553455) being rounded to 7.55346% (or .0755346)), and all
dollar amounts used in or resulting from such calculation will be rounded to the
nearest cent (with one-half cent being rounded upward).

     (e) On each Determination Date, the Calculation Agent will calculate, and
will give notice in writing to the Company and the Paying Agent, of the
applicable Interest Rate for the related Interest Payment Period and shall give
such notice in writing to any Holder of Securities that so requests. Absent
manifest error, the Calculation Agent's determination of LIBOR and its
calculation of the applicable Interest Rate for any Interest Payment Period will
be final and binding. The Company shall, from time to time, provide any
necessary information to the Paying Agent relating to any original issue
discount and interest on the Securities that is included in any payment and
reportable for taxable income calculation purposes.

     SECTION 2.12 Deferral of Interest Payments.

     (a) So long as no Event of Default under the Indenture has occurred and is
continuing, the Company shall have the right, at any time and from time to time
during the term of the Securities, to defer payments of interest for a period
(each of which periods shall end on an Interest Payment Date, each a "Deferral
Period"); provided, that (i) no Deferral Period may exceed 20 consecutive
quarterly periods and (ii) no Deferral Period may extend beyond the Stated
Maturity or the earlier redemption of the Securities. No interest shall be due
and payable during a Deferral Period. To the extent permitted by applicable law,
interest, the payment of which has been deferred during a Deferral Period
pursuant to this Section 2.12, will bear interest thereon at the applicable
Interest Rate compounded quarterly for each quarter of any Deferral Period. At
the end of each Deferral Period, the Company shall pay all interest, including
any Additional Interest and Compound Interest (collectively, "Deferred
Interest"), accrued and


                                       16



unpaid on the Debentures that shall be payable to the Holders in whose names the
Securities are registered in the Security Register on the record date for the
first Interest Payment Date after the end of such Deferral Period. Before the
termination of any Deferral Period, the Company may extend such period, provided
that such period together with all such previous and further extensions within
such Deferral Period shall not exceed 20 consecutive quarterly periods, or
extend beyond the Stated Maturity or earlier redemption of the Securities. Upon
the termination of any Deferral Period and upon the payment of all Deferred
Interest then due, the Company may commence a new Deferral Period, subject to
the foregoing requirements. No interest shall be due and payable during an
Deferral Period, except at the end thereof, but the Company may prepay at any
time all or any portion of the interest accrued during a Deferral Period.

     (b) If the Institutional Trustee is the only Holder of Securities at the
time the Company selects an Deferral Period, the Company shall give written
notice to the Regular Trustees, the Institutional Trustee and the Trustee of its
establishment or extension of such Deferral Period not later than one Business
Day before the next succeeding date on which Distributions (as defined in the
Declaration) on the Trust Securities issued by the Trust are payable. If the
Institutional Trustee is not the only Holder at the time the Company selects or
extends a Deferral Period, the Company shall give the Holders of the Securities
and the Trustee written notice of its selection of such Deferral Period at least
ten Business Days before the next succeeding Interest Payment Date. The
quarterly period in which any notice is given pursuant to this Section 2.12
shall be counted as one of the 20 quarterly periods permitted in the longest
Deferral Period permitted under this Section 2.12.

                                   ARTICLE III
                       PARTICULAR COVENANTS OF THE COMPANY

     SECTION 3.01 Payment of Principal, Premium, if any, and Interest.

     The Company covenants and agrees for the benefit of the Holders of the
Securities that it will duly and punctually pay or cause to be paid the
principal of, and premium, if any, and interest on, the Securities at the place,
at the times and in the manner provided in the Securities. Each installment of
interest on the Securities may be paid at the option of the Company by check
mailed to the Holder entitled thereto at such address as shall appear in the
Security Register or by wire transfer to an account appropriately designated by
the Holder of Securities entitled thereto, while payments due at Stated Maturity
or earlier redemption will be made by the Company in same-day funds against
presentation and surrender of the related Securities. Notwithstanding the
foregoing, so long as the Holder of any Securities is the Institutional Trustee,
the payment of the principal of and interest (including Compound Interest and
Additional Interest, if any) on such Securities held by the Institutional
Trustee will be made by the Company in same-day funds at such place and to such
account as may be designated by the Institutional Trustee.

     SECTION 3.02 Offices for Notices and Payments, etc.

     So long as any of the Securities remains outstanding, the Company will
maintain in Wilmington, Delaware or Chapel Hill, North Carolina, an office or
agency where the Securities may be presented for payment, where the Securities
may be presented for registration of transfer and for exchange as in this
Indenture provided and where notices and demands to or upon the


                                       17



Company in respect of the Securities or this Indenture may be served. The
Company will give to the Trustee written notice of the location of any such
office or agency and of any change of location thereof. Until otherwise
designated from time to time by the Company in a notice to the Trustee, any such
office or agency for all of the above purposes shall be the Principal Office of
the Trustee. In case the Company shall fail to maintain any such office or
agency in Wilmington, Delaware or Chapel Hill, North Carolina, or shall fail to
give such notice of the location or of any change in the location thereof,
presentations and demands may be made and notices may be served at the
designated corporate trust office of the Trustee.

     In addition to any such office or agency, the Company may from time to time
designate one or more offices or agencies outside Wilmington, Delaware or Chapel
Hill, North Carolina where the Securities may be presented for registration of
transfer and for exchange in the manner provided in this Indenture, and the
Company may from time to time rescind such designation, as the Company may deem
desirable or expedient; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain
any such office or agency in Wilmington, Delaware or Chapel Hill, North
Carolina, for the purposes above mentioned. The Company will give to the Trustee
prompt written notice of any such designation or rescission thereof.

     SECTION 3.03 Appointments to Fill Vacancies in Trustee's Office.

     The Company, whenever necessary to avoid or fill a vacancy in the office of
Trustee, will appoint, in the manner provided in Section 6.10, a Trustee, so
that there shall at all times be a Trustee hereunder.

     SECTION 3.04 Provisions as to Paying Agent.

     (a) If the Company shall appoint a Paying Agent other than the Trustee with
respect to the Securities (the "Paying Agent"), it will cause such paying agent
to execute and deliver to the Trustee an instrument in which such agent shall
agree with the Trustee, subject to the provisions of this Section 3.04:

               (1) that it will hold all sums held by it as such agent for the
     payment of the principal of, and premium, if any, or interest, if any, on,
     the Securities (whether such sums have been paid to it by the Company or by
     any other obligor on the Securities) in trust for the benefit of the
     Holders of the Securities; and

               (2) that it will give the Trustee notice of any failure by the
     Company (or by any other obligor on the Securities) to make any payment of
     the principal of, and premium, if any, or interest, if any, on, the
     Securities when the same shall be due and payable.

     (b) If the Company shall act as its own Paying Agent, it will, on or before
each due date of the principal of and premium, if any, or interest, if any, on
the Securities, set aside, segregate and hold in trust for the benefit of the
Holders of the Securities a sum sufficient to pay such principal, premium or
interest so becoming due and will notify the Trustee of any failure to take such
action and of any failure by the Company (or by any other obligor under the
Securities)


                                       18



to make any payment of the principal of, and premium, if any, or interest, if
any, on, the Securities when the same shall become due and payable.

     (c) Anything in this Section 3.04 to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining a satisfaction and
discharge with respect to the Securities hereunder, or for any other reason, pay
or cause to be paid to the Trustee all sums held in trust by the Company or any
Paying Agent hereunder, as required by this Section 3.04, such sums to be held
by the Trustee upon the trusts herein contained.

     (d) Anything in this Section 3.04 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 3.04 is subject to
Sections 11.03 and 11.04.

     (e) The Company hereby appoints the Trustee as the initial Paying Agent for
the Securities.

     SECTION 3.05 Certificate to Trustee.

     The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year, so long as Securities are outstanding hereunder, a certificate
from the principal executive, financial or accounting officer of the Company
stating that in the course of the performance by the signers of their duties as
officers of the Company they would normally have knowledge of any default by the
Company in the performance of any covenants contained herein, stating whether or
not they have knowledge of any such default and, if so, specifying each such
default of which the signers have knowledge and the nature thereof, all without
regard to periods of grace or notice requirements.

     SECTION 3.06 Compliance with Consolidation Provisions.

     The Company will not, while any of the Securities remain outstanding,
consolidate with, or merge into, or merge into itself, or sell, convey, transfer
or otherwise dispose of all or substantially all of its property to any other
entity unless the provisions of Article X hereof are complied with.

     SECTION 3.07 Limitations on Dividends; Etc.

     If Securities are issued to the Trust or a trustee of the Trust in
connection with the issuance of Trust Securities by such Trust and (i) there
shall have occurred a Default or an Event of Default, (ii) the Company shall be
in default under the Preferred Securities Guarantee, or (iii) the Company has
given notice of its election, pursuant to Section 2.12, to defer payments of
interest on the Securities and the period of such deferral is continuing, then
the Company shall not (a) declare or pay any dividend on, make any distribution
or other payment with respect to, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital stock or make any
guarantee payment with respect thereto (other than (i) repurchases, redemptions
or other acquisitions of shares of capital stock in connection with the
satisfaction by the Company of its obligations under any employee benefit plans,
(ii) as a result of an exchange or conversion of one class or series of the
Company's capital stock for another class or series of the Company's capital
stock, (iii) the purchase of fractional interests in shares of the Company's
capital stock pursuant to the conversion or exchange provisions of such Company
capital stock


                                       19



or the security being converted or exchanged, (iv) any declaration of a dividend
in connection with any shareholders' rights plan or the redemption or repurchase
of rights pursuant thereto or (v) any dividend or distribution in the form of
capital stock where the rights of the capital stock being issued, or issuable
pursuant to such rights, rank pari passu or junior to the capital stock as to
which such dividend or distribution is paid), (b) make any payment of interest,
principal or premium, if any, on or repay, repurchase or redeem any debt
securities issued by the Company that rank pari passu with or junior to the
Securities; and (c) make any guarantee payments with respect to the foregoing
(other than pursuant to the Preferred Securities Guarantee).

     SECTION 3.08 Covenants as to the Trust.

     For so long as Trust Securities remain outstanding, the Company will (i)
maintain 100% direct or indirect ownership of the Common Securities of the
Trust; provided, however, that any permitted successor of the Company under this
Indenture may succeed to the Company's ownership of the Common Securities; (ii)
use its best efforts to cause the Trust (a) to remain a statutory trust, except
in connection with a distribution of Securities to the registered holders of
Trust Securities in liquidation of the Trust, the redemption of all of the Trust
Securities of the Trust or certain mergers, consolidations or amalgamations, in
each case, as permitted by the Declaration, and (b) to continue to be treated as
a grantor trust, and not an association taxable as a corporation or partnership,
for United States federal income tax purposes; (iii) use its best efforts to
cause each registered holder of Trust Securities to be treated as owning an
individual beneficial interest in the Securities; and (iv) not cause, as sponsor
of the Trust, or permit, as registered holder of the Common Securities of the
Trust, the termination of the Trust, except as permitted by the Declaration.

     SECTION 3.09 Notice of Default.

     The Company shall file with the Trustee written notice of the occurrence of
any Event of Default within 5 Business Days of its becoming aware of any such
Event of Default.

                                   ARTICLE IV
                SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY
                                 AND THE TRUSTEE

     SECTION 4.01 Securityholders' Lists.

     The Company covenants and agrees that it will furnish or cause to be
furnished to the Trustee:

     (a) on each regular record date for the Securities, a list, in such form as
the Trustee may reasonably require, of the names and addresses of the Holders of
the Securities as of such record date; and

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


                                       20



except that no such lists need be furnished so long as the Trustee is in
possession thereof by reason of its acting as Security registrar for the
Securities.

     SECTION 4.02 Preservation and Disclosure of Lists.

     (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the Holders of
Securities (1) contained in the most recent list furnished to it as provided in
Section 4.01 or (2) received by it in the capacity of Securities registrar (if
so acting) hereunder. The Trustee may destroy any list furnished to it as
provided in Section 4.01 upon receipt of a new list so furnished.

     (b) In case three or more Holders of Securities (hereinafter referred to as
"applicants") apply in writing to the Trustee and furnish to the Trustee
reasonable proof that each such applicant has owned a Security for a period of
at least 6 months preceding the date of such application, and such application
states that the applicants desire to communicate with other Holders of
Securities with respect to their rights under this Indenture or under such
Securities and is accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit, then the Trustee shall
within 5 Business Days after the receipt of such application, at its election,
either:

               (1) afford such applicants access to the information preserved at
     the time by the Trustee in accordance with the provisions of subsection (a)
     of this Section 4.02; or

               (2) inform such applicants as to the approximate number of
     Holders of Securities, as the case may be, whose names and addresses appear
     in the information preserved at the time by the Trustee in accordance with
     the provisions of subsection (a) of this Section 4.02, and as to the
     approximate cost of mailing to such Securityholders the form of proxy or
     other communication, if any, specified in such application.

          If the Trustee shall elect not to afford such applicants access to
     such information, the Trustee shall, upon the written request of such
     applicants, mail to each Securityholder whose name and address appear in
     the information preserved at the time by the Trustee in accordance with the
     provisions of subsection (a) of this Section 4.02 a copy of the form of
     proxy or other communication which is specified in such request with
     reasonable promptness after a tender to the Trustee of the material to be
     mailed and of payment, or provision for the payment, of the reasonable
     expenses of mailing, unless within 5 days after such tender, the Trustee
     shall mail to such applicants, a written statement to the effect that, in
     the opinion of the Trustee, such mailing would be contrary to the best
     interests of the Holders of Securities or would be in violation of
     applicable law. Such written statement shall specify the basis of such
     opinion.

     (c) Each and every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any Paying Agent shall be held accountable by reason of the disclosure of
any such information as to the names and addresses of the Holders of Securities
in accordance with the provisions of subsection (b) of this Section 4.02,
regardless of the source from which such information was derived, and


                                       21



that the Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under said subsection (b).

     SECTION 4.03 Reports by Company.

     (a) The Company covenants and agrees to file with the Trustee, (i) 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 (ii) if the Company is not required to file information,
documents or reports pursuant to either of such sections, then to file with the
Trustee the information required to be provided pursuant to Rule 144A(d)(4)
under the Securities Act.

     (b) The Company covenants and agrees to file with the Trustee and the
Commission, in accordance with the 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.

     (c) The Company covenants and agrees to transmit by mail to ICONS within 5
days after the filing thereof with the Trustee, copies of all information,
documents and reports filed with the Trustee.

     (d) Delivery of such reports, information and documents to the Trustee 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).

     SECTION 4.04 Financial and Other Information Under Certain Circumstances.

     If at any time the Trust ceases to exist for whatever reason or is no
longer the Holder of the Securities, the Company shall:

     (a) Deliver to each Holder (i) each report on Form 10-K and Form 10-Q
prepared by Company and filed with the Commission in accordance with the
Exchange Act within 15 days after the filing thereof, (ii) if the Company is at
any time neither subject to Section 13 or 15(d) of the Exchange Act nor exempt
from reporting pursuant to Rule 12g3-2(b) thereunder, the information required
to be provided by Rule 144A(d)(4) under the Securities Act and (iii) within 30
days after the end of the fiscal year of the Company Form 1099 or such other
annual U.S. federal income tax information statement required by the Internal
Revenue Code of 1986, as amended (the "Code"), containing such information with
regard to the Securities held by such Securityholder as is required by the Code
and the income tax regulations of the U.S. Treasury thereunder; and

     (b) If, and for so long as, ICONS, or a trustee thereof, is a Holder of the
Securities, deliver to such Holder copies of the annual and quarterly financial
statements of the Company or


                                       22



its Affiliates that are filed with the insurance regulator in the State in which
the Company or any such Affiliate is incorporated, promptly following their
filing.

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

     SECTION 5.01 Events of Default.

     If one or more of the following events shall have occurred and be
continuing, such event shall constitute an event of default hereunder (each, an
"Event of Default"):

     (a) default in the payment of any interest upon any Securities when it
becomes due and payable, and continuance of such default for a period of 30
days; provided, however, that a valid deferral of an Interest Payment Period by
the Company in accordance with the terms of Section 2.12 shall not constitute a
default in the payment of interest for this purpose; or

     (b) default in the payment of all or any part of the principal of, or
premium, if any, on, any Securities as and when the same shall become due and
payable, whether at maturity, upon redemption, by declaration or otherwise; or

     (c) default in the performance, or breach, of any covenant or warranty of
the Company in this Indenture (other than a covenant or warranty a default in
whose performance or whose breach is elsewhere in this Section 5.01 specifically
dealt with), and continuance of such default or breach for a period of 90 days
after there has been given, by registered or certified mail, to the Company by
the Trustee or to the Company and the Trustee by the Holders of at least 25% in
principal amount of the outstanding Securities, a written notice specifying such
default or breach and requiring it to be remedied and stating that such notice
is a "Notice of Default" hereunder; or

     (d) 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 appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of the Company or for all or any substantial
part of its property, or ordering the winding-up or liquidation of its affairs
and such decree or order shall remain unstayed and in effect for a period of 90
consecutive days; or

     (e) the Company shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, shall
consent to the entry of an order for relief in an involuntary case under any
such law, or shall consent to the appointment of or taking possession by a
receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official of the Company or for all or any substantial part of its
property, or shall make any general assignment for the benefit of creditors, or
shall fail generally to pay its debts as they become due; or

     (f) the Trust shall have voluntarily or involuntarily dissolved or
liquidated, wound-up its business or otherwise terminated its existence except
in connection with (i) the distribution of Securities to holders of Trust
Securities in liquidation of their interests in the Trust, (ii) the


                                       23



redemption of all of the outstanding Trust Securities of the Trust, or (iii)
certain mergers, consolidations or amalgamations, in each case, as permitted by
the Declaration.

     If an Event of Default occurs and is continuing, and in each and every such
case, unless the principal of all of the Securities shall have already become
due and payable, either the Trustee or the Holders of not less than 25% in
aggregate principal amount of the Securities then outstanding hereunder, by
notice in writing to the Company (and to the Trustee if given by
Securityholders), may declare the entire principal of, premium (if any) and
accrued, but unpaid, interest on the Securities to be due and payable
immediately, and upon any such declaration the same shall become immediately due
and payable, provided that, if, upon an Event of Default, the Trustee or the
Holders of at least 25% in aggregate principal amount of the Securities then
outstanding fail to declare the principal amount of all the Securities to be due
and immediately payable, the registered holders of at least 25% in aggregate
liquidation amount of the Preferred Securities then outstanding of the Trust
shall have such right by a notice in writing to the Company and the Trustee. If
an Event of Default referenced under clause (d), (e) or (f) of this Section 5.01
shall have occurred, the principal of, premium, if any, and accrued, but unpaid,
interest on the Securities will automatically become immediately due and payable
without further action.

     The foregoing provisions, however, are subject to the condition that if, at
any time after the principal of the Securities shall have been so declared due
and payable, 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 upon all the Securities and the principal of and
premium, if any, on any and all Securities 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, at the same rate as the rate of
interest then borne by the Securities, to the date of such payment or deposit)
and such amount as shall be sufficient to cover compensation to the Trustee and
each predecessor Trustee, their respective agents, attorneys and counsel, and
all other 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 if any and all Events of Default under the Indenture, other than the
non-payment of the principal of or premium, if any, on Securities which shall
have become due by acceleration, shall have been cured, waived or otherwise
remedied as provided in this Indenture, then and in every such case the Holders
of a majority in aggregate principal amount of the Securities then outstanding,
by written notice to the Company and to the Trustee, may waive all defaults and
rescind and annul such declaration 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. If the Holders of a majority in
aggregate principal amount of the Securities then outstanding fail to rescind
and annul such declaration and its consequences, the registered holders of a
majority in aggregate liquidation amount of the Preferred Securities then
outstanding of the Trust shall have such right by written notice to the Company
and the Trustee, subject to the satisfaction of the conditions set forth above.

     In case the Trustee shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned because
of such rescission or annulment or for any other reason or shall have been
determined adversely to the Trustee, then


                                       24



and in every such case the Company, the Trustee, the Holders of the Securities
and the registered holders of any Preferred Securities shall be restored
respectively to their several positions and rights hereunder, and all rights,
remedies and powers of the Company, the Trustee, the Holders of the Securities
and the registered holders of any Preferred Securities shall continue as though
no such proceeding had been taken.

     SECTION 5.02 Payment of Securities on Default; Suit Therefor.

     The Company covenants that in case an Event of Default under Section
5.01(a), (b), (c) or (f) shall have occurred and be continuing, then, upon
demand of the Trustee, the Company will pay to the Trustee, for the benefit of
the Holders of the Securities, the whole amount that then shall have become due
and payable on all Securities for principal and premium, if any, or interest, or
both, as the case may be, with interest upon the overdue principal and premium,
if any, and (to the extent that payment of such interest is enforceable under
applicable law and, if the Securities are held by the Trust or a trustee of such
trust, without duplication of any other amounts paid by the Trust or a trustee
in respect thereof) upon the overdue installments of interest at the rate borne
by the Securities; and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including a reasonable
compensation to the Trustee, its agents, attorneys and counsel, and any expenses
or liabilities incurred by the Trustee hereunder other than through its
negligence or bad faith.

     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 actions or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or any other obligor on the
Securities and collect in the manner provided by law out of the property of the
Company or any other obligor on the Securities wherever situated the moneys
adjudged or decreed to be payable.

     In case an Event of Default under Section 5.01(d) or (e) shall have
occurred, the Trustee, irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand
pursuant to the provisions of this Section 5.02, shall be entitled and
empowered, by intervention in such proceedings or otherwise, (a) to file and
prove a claim or claims for the whole amount of principal and interest owing and
unpaid in respect of the Securities and, in case of any judicial proceedings, to
file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
reasonable compensation to the Trustee and each predecessor Trustee, and their
respective agents, attorneys and counsel, and for reimbursement 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 of the
Securityholders allowed in such judicial proceedings relative to the Company or
any other obligor on the Securities, or to the creditors or property of the
Company or such other obligor, unless prohibited by applicable law and
regulations, (b) to vote on behalf of the Holders of the Securities in any
election of a trustee or a standby trustee in arrangement, reorganization,
liquidation or other bankruptcy or insolvency proceedings (or of a person
performing similar functions in comparable proceedings), and (c) to collect and
receive any moneys or other property payable or deliverable on any such claims,
and to distribute the same


                                       25



after the deduction of its charges and expenses; and any receiver, assignee or
trustee in bankruptcy or reorganization is hereby authorized by each of the
Securityholders to make such payments to the Trustee, and, in the event that the
Trustee shall consent to the making of such payments directly to the
Securityholders, to pay to the Trustee such amounts as shall be sufficient to
cover reasonable compensation to the Trustee, each predecessor Trustee and their
respective agents, attorneys and counsel, and all other expenses and liabilities
incurred, and all advances made, by the Trustee and each predecessor Trustee
except as a result of negligence or bad faith.

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

     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 on any trial or other
proceeding relative thereto, and any such suit or proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall be for the ratable benefit of the Holders of the
Securities.

     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, and it shall not be necessary to make any Holders of the
Securities parties to any such proceedings.

     SECTION 5.03 Application of Moneys Collected by Trustee.

     Any moneys collected by the Trustee pursuant to this Article V shall be
applied in the following order, at the date or dates fixed by the Trustee for
the distribution of such moneys, upon presentation of the several Securities in
respect of which moneys have been collected, and stamping thereon the payment,
if only partially paid, and upon surrender thereof if fully paid:

     First: To the payment of costs and expenses of collection applicable to the
Securities and compensation to the Trustee, its agents, attorneys and counsel,
and of all other expenses and liabilities incurred, and all advances made, by
the Trustee except as a result of its negligence or bad faith;

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

     Third: To the payment of the amounts then due and unpaid upon Securities
for principal of (and premium, if any) and interest on the Securities, in
respect of which or for the benefit of which money has been collected, ratably,
without preference or priority of any kind, according to the amounts due on
Securities for principal (and premium, if any) and interest, respectively; and

     Fourth: The balance, if any, to the Company.


                                       26



     SECTION 5.04 Proceedings by Securityholders.

     No Holder of any Security shall have any right by virtue of or by availing
of any provision of this Indenture to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Indenture or for the
appointment of a receiver or trustee, 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 with respect to the Securities
specifying such Event of Default, as hereinbefore provided, and unless also the
Holders of not less than 25% in aggregate principal amount of the Securities
then outstanding shall have made written request upon the Trustee to institute
such action, suit or proceeding in its own name as Trustee hereunder and shall
have offered to the Trustee security or indemnity reasonably satisfactory to the
Trustee 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, suit or proceeding, it being understood and intended, and being
expressly covenanted by the taker and Holder of every Security with every other
taker and Holder and the Trustee, that no one or more Holders of Securities
shall have any right in any manner whatever by virtue of 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.

     Notwithstanding any other provisions in this Indenture, however, the right
of any Holder of any Security to receive payment of the principal of (and
premium, if any) and interest, if any, on such Security, on or after the same
shall have become due and payable, or to institute suit for the enforcement of
any such payment, shall not be impaired or affected without the consent of such
Holder. For the protection and enforcement of the provisions of this Section,
each and every Securityholder and the Trustee shall be entitled to such relief
as can be given either at law or in equity.

     If the Institutional Trustee of the Trust fails to enforce its rights under
this Indenture as the Holder of Securities held as the assets of the Trust, any
registered holder of Preferred Securities may, to the extent permitted by
applicable law, institute legal proceedings directly against the Company to
enforce such Institutional Trustee's rights under this Indenture without first
instituting any legal proceedings against such Institutional Trustee or any
other person or entity. Notwithstanding the foregoing, the Company and the
Trustee acknowledge that the Declaration may entitle registered holders of the
Preferred Securities of the Trust, in the circumstances and subject to the
limitations set forth therein, to commence a Direct Action (as defined therein)
with respect to any Event of Default under Section 5.01(a) or (b) and, if such
registered holders are so entitled, the Company acknowledges their right to
institute a Direct Action against the Company.

     SECTION 5.05 Proceedings by Trustee.

     In case of an Event of Default, 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 by suit in


                                       27



equity or by action at law or by proceeding 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 5.06 Remedies Cumulative and Continuing.

     Except as otherwise provided in the last paragraph of Section 2.08 with
respect to the replacement or payment of mutilated, lost or stolen Securities,
all powers and remedies given by this Article V to the Trustee or to the
Securityholders shall, to the extent permitted by law, be deemed cumulative and
not exclusive of any other powers and remedies available to the Trustee, the
Holders of the Securities or any registered holder of any Preferred Securities,
by judicial proceedings or otherwise, to enforce the performance or observance
of the covenants and agreements contained in this Indenture, and no delay or
omission of the Trustee, any Holder of any of the Securities or any registered
holder of any Preferred Securities 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 default or an
acquiescence therein; and, subject to the provisions of Section 5.04, every
power and remedy given by this Article V or by law to the Trustee or to the
Securityholders may be exercised from time to time, and as often as shall be
deemed expedient, by the Trustee or by the Securityholders.

     SECTION 5.07 Direction of Proceedings and Waiver of Defaults by Majority of
                  Securityholders.

     The Holders of a majority in aggregate principal amount of the Securities
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, in respect of the
Securities; provided, however, that (subject to the provisions of Section 6.01)
the Trustee shall have the right to decline to follow any such direction if the
Trustee shall determine that the action so directed would be unjustly
prejudicial to the Holders that are entitled but fail to take part in such
direction or if the Trustee being advised by counsel determines that the action
or proceeding so directed may not lawfully be taken or if the Trustee in good
faith by its board of directors or trustees, executive committee, or a trust
committee of directors or trustees and/or Responsible Officers shall determine
that the action or proceedings so directed would involve the Trustee in personal
liability. Prior to any declaration accelerating the maturity of the Securities,
the Holders of a majority in aggregate principal amount of the Securities at the
time outstanding may on behalf of the Holders of all of the Securities waive any
past default or Event of Default, and its consequences, except a default (a) in
the payment of principal of, or premium, if any, or interest on any of the
Securities, (b) in respect of covenants or provisions hereof which cannot be
modified or amended without the consent of the Holder of each Security affected,
or (c) a default of the covenants contained in Section 3.06; provided, that such
waiver or modification to such waiver shall not be effective until the
registered holders of a majority in aggregate liquidation amount of Preferred
Securities then outstanding of the Trust shall have consented to such waiver or
modification to such waiver; provided further, that if the consent of the Holder
of each outstanding Security is required, such waiver or modification to such
waiver shall not be effective until each registered holder of the Preferred
Securities then outstanding of the Trust shall have consented to such waiver.
Upon any such waiver, the default


                                       28



covered thereby shall be deemed to be cured for all purposes of this Indenture
and the Company, the Trustee and the Holders of Securities shall be restored to
their former positions and rights hereunder, respectively; but no such waiver
shall extend to any subsequent or other default or impair any right consequent
thereon. Whenever any default or Event of Default hereunder shall have been
waived as permitted by this Section 5.07, said default or Event of Default shall
for all purposes of the Securities and this Indenture be deemed to have been
cured and to be not continuing.

     SECTION 5.08 Notice of Defaults.

     The Trustee shall, within 60 days after the occurrence of a default with
respect to the Securities, mail to all Securityholders, as the names and
addresses of such Holders appear upon the Security Register, notice of all
defaults known to the Trustee, unless such defaults shall have been cured before
the giving of such notice (the term "defaults" for the purpose of this Section
5.08 being hereby defined to be the events specified in clauses (a), (b), (c),
(d), (e) and (f) of Section 5.01, not including periods of grace, if any,
provided for therein, and irrespective of the giving of any written notice
provided for therein); and provided that, except in the case of default in the
payment of the principal of, or premium, if any, or interest on any of the
Securities, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee, or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interests of the Securityholders,
and provided further, that in the case of any default of the character specified
in Section 5.01(c), no such notice to Securityholders shall be given until at
least 60 days after the Trustee has notified the Company of such occurrence but
shall be given within 90 days after such occurrence.

     SECTION 5.09 Undertaking to Pay Costs.

     All parties to this Indenture agree, and each Holder of any Security by
such Holder's acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action
taken or omitted by it as Trustee, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section 5.09 shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding in the aggregate 10% or more in aggregate principal
amount of the Securities outstanding, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of (or
premium, if any) or interest on any Security against the Company on or after the
same shall have become due and payable.

     SECTION 5.10 Delay or Omission Not Waiver.

     No delay or omission of the Trustee or any Holder of any Securities to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and


                                       29



remedy given by this Article V or by law to the Trustee or to the Holders may be
exercised from time to time, and as often as may be deemed expedient, by the
Trustee or the Holders, as the case may be.

                                   ARTICLE VI
                             CONCERNING THE TRUSTEE

     SECTION 6.01 Duties and Responsibilities of Trustee.

     With respect to the Holders of Securities issued hereunder, the Trustee,
prior to the occurrence of an Event of Default and after the curing or waiving
of all Events of Default which may have occurred, undertakes to perform such
duties and only such duties as are specifically set forth in this Indenture. In
case an Event of Default 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 person would exercise or use under the circumstances in the conduct of
such person's 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 and after the curing or
waiving of all Events of Default which may have occurred

                    (1) the duties and obligations of the Trustee with respect
     to the Securities 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 with respect to the Securities
     as are specifically set forth in this Indenture, and no implied covenants
     or obligations shall be read into this Indenture against the Trustee; and

                    (2) 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 certificates or
     opinions furnished to the Trustee and conforming to the requirements of
     this Indenture; but, in the case of any such 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 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
Securityholders pursuant to Section 5.07, 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.


                                       30



     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 there is reasonable ground for believing that the
repayment of such funds or liability is not reasonably assured to it under the
terms of this Indenture or adequate indemnity against such risk is not
reasonably assured to it. Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the eligibility
of affording protection to the Trustee shall be subject to the provisions of
this Section 6.01.

     SECTION 6.02 Reliance on Documents, Opinions, etc.

     Except as otherwise provided in Section 6.01:

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

     (b) any request, 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 Board
Resolution may be evidenced to the Trustee by a copy thereof certified by the
Secretary or an Assistant Secretary of the Company;

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

     (d) the Trustee shall be under no obligation to exercise any of the rights
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 security or indemnity
satisfactory to the Trustee against the costs, expenses and liabilities which
may 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 or
rights or powers conferred upon it by this Indenture; nothing contained herein
shall, however, relieve the Trustee of the obligation, upon the occurrence of an
Event of Default (that has not been cured or waived) to exercise with respect to
Securities such of the rights and powers vested in it by this Indenture, and to
use the same degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of such person's
own affairs;

     (f) the Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond, debenture,
coupon or other paper or document, unless requested in writing to do so by the
Holders of not less than a majority in principal amount of the outstanding
Securities; provided, however, 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


                                       31



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
Trustee may require indemnity satisfactory to the Trustee against such expense
or liability as a condition to so proceeding;

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

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

     (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 designated corporate trust office of the Trustee,
and such notice references the Securities and this Indenture;

     (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 to each agent, custodian and other Person employed to act
hereunder;

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

     (l) the Trustee shall be under no obligation to institute any suit, or to
take any remedial proceeding under this Indenture, or to enter any appearance or
in any way defend in any suit in which it may be made defendant, or in the
enforcement of any rights and powers hereunder, if the Trustee reasonably
believes that it will not be adequately indemnified as provided in this
Indenture.

     SECTION 6.03 No Responsibility for Recitals, etc.

     The recitals contained herein and in the Securities (except in the
Certificate of Authentication of the Trustee or the Authenticating Agent) shall
be taken as the statements of the Company and the Trustee and the Authenticating
Agent assume no responsibility for the correctness of the same. The Trustee and
the Authenticating Agent make no representations as to the validity or
sufficiency of this Indenture or of the Securities. The Trustee and the
Authenticating Agent shall not be accountable for the use or application by the
Company of the proceeds of any Securities authenticated and delivered by the
Trustee or the Authenticating Agent in conformity with the provisions of this
Indenture.


                                       32



     SECTION 6.04 Trustee, Authenticating Agent, Paying Agents, Transfer Agents
                  or Registrar May Own Securities.

     The Trustee or any Authenticating Agent or any Paying Agent or any transfer
agent or any Security registrar, 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 Trustee, Authenticating Agent, Paying Agent, transfer agent or
Security registrar.

     SECTION 6.05 Moneys to be Held in Trust.

     Subject to the provisions of Section 11.04, all moneys received by the
Trustee or any Paying Agent shall, until used or applied as herein provided, be
held in trust for the purpose for which they were received, but need not be
segregated from other funds except to the extent required by law. The Trustee
and any Paying Agent shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed in writing with the Company.
So long as no Event of Default shall have occurred and be continuing, all
interest allowed on any such moneys shall be paid from time to time to the
Company or its order upon the written order of the Company, signed by the
Chairman of the Board of Directors (if an executive officer), the President, any
Vice President, the Treasurer or any Assistant Treasurer of the Company.

     SECTION 6.06 Compensation and Expenses of Trustee.

     The Company covenants and agrees to pay to the Trustee from time to time,
and the Trustee shall be entitled to, such compensation as shall be agreed in
writing between the Company and the Trustee (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust), and the Company will pay or reimburse the Trustee upon its request for
all reasonable expenses, disbursements and advances incurred or made by the
Trustee 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 persons not regularly in its employ and any amounts paid by the
Trustee to any Authenticating Agent pursuant to Section 6.13) except any such
expense, disbursement or advance as may arise from its negligence or bad faith.
The Company also covenants to indemnify each of the Trustee and any predecessor
Trustee (and its officers, agents, directors and employees) for, and to hold it
harmless against, any and all loss, liability, damages, claim, action, suit,
cost or expense, including taxes (other than taxes based on the income of the
Trustee) of any kind and nature whatsoever incurred without negligence or bad
faith on the part of the Trustee and arising out of or in connection with the
acceptance or administration of this trust, including the costs and expenses of
defending itself against any claim (whether asserted by the Company, a Holder of
Securities or any other Person) of liability in the premises. The obligations of
the Company under this Section 6.06 to compensate and indemnify the Trustee and
to pay or reimburse the Trustee for expenses, disbursements and advances shall
constitute additional indebtedness hereunder, and shall survive the resignation
or removal of the Trustee and the termination of this Indenture. Such additional
indebtedness shall be secured by a lien 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.


                                       33



     When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 5.01(d) or Section 5.01(e), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or State bankruptcy, insolvency or
other similar law.

     The provisions of this Section shall survive the termination of this
Indenture.

     SECTION 6.07 Officers' Certificate as Evidence.

     Except as otherwise provided in Sections 6.01 and 6.02, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking 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 or omitted by
it under the provisions of this Indenture upon the faith thereof.

     SECTION 6.08 Conflicting Interest of Trustee.

     If the Trustee has or shall acquire any "conflicting interest" within the
meaning of Section 310(b) of the Trust Indenture Act, the Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to this Indenture.

     SECTION 6.09 Eligibility of Trustee.

     The Trustee hereunder shall at all times be a corporation organized and
doing business under the laws of the United States of America or any State or
territory thereof or of the District of Columbia or a corporation or other
Person permitted to act as trustee by the Commission 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,
territorial, or District of Columbia authority. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of
this Section 6.09 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.

     The Company may not, nor may any Person directly or indirectly controlling,
controlled by, or under common control with the Company, serve as Trustee.

     In case at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section 6.09, the Trustee shall resign immediately
in the manner and with the effect specified in Section 6.10.


                                       34



     SECTION 6.10 Resignation or Removal of Trustee.

     (a) The Trustee, or any trustee or trustees hereafter appointed, may at any
time resign by giving written notice of such resignation to the Company and by
mailing notice thereof to the Holders of Securities at their 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 order of its Board of
Directors, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor trustee. If no successor trustee shall
have been so appointed and have accepted appointment within 30 days after the
mailing of such notice of resignation to the Securityholders, 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 5.09, on behalf of himself or
herself 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
     6.08 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, or

          (ii) the Trustee shall cease to be eligible in accordance with the
     provisions of Section 6.09 and shall fail to resign after written request
     therefor by the Company or by any such Securityholder, or

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

then, in any such case, the Company may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Board of Directors, 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 5.09, any Securityholder who has been a bona fide Holder
of a Security or Securities for at least six months may, on behalf of himself or
herself 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
nominate a successor trustee which shall be deemed appointed as successor
trustee unless within 10 days after such nomination the Company objects thereto,
in which case the Trustee so removed or any Securityholder, upon the terms and
conditions and otherwise as provided in subsection (a) of this Section 6.10, may


                                       35



petition, at the expense of the Company, any court of competent jurisdiction for
an appointment of a successor trustee.

     (d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 6.10 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 6.11.

     SECTION 6.11 Acceptance by Successor Trustee.

     Any successor trustee appointed as provided in Section 6.10 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 retiring trustee shall become effective and such successor
trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, duties and obligations with respect to the Securities of
its predecessor hereunder, with like effect as if originally named as trustee
herein; but, nevertheless, on the written request of the Company or of the
successor trustee, the trustee ceasing to act shall, upon payment of any amounts
then due it pursuant to the provisions of Section 6.06, execute and deliver an
instrument transferring to such successor trustee all the rights and powers of
the trustee so ceasing to act and shall duly assign, transfer and deliver to
such successor trustee all property and money held by such retiring trustee
thereunder. Upon request of any such 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 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 6.06.

     No successor trustee shall accept appointment as provided in this Section
6.11 unless at the time of such acceptance such successor trustee shall be
qualified under the provisions of Section 6.08 and eligible under the provisions
of Section 6.09.

     Upon acceptance of appointment by a successor trustee as provided in this
Section 6.11, the Company shall mail notice of the succession of such trustee
hereunder to the Holders of Securities at their addresses as they shall appear
on the Security Register. If the Company fails to mail such notice within 10
days after the acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be mailed at the expense of the Company.

     SECTION 6.12 Succession by Merger, etc.

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder without
the execution or filing of any paper or any further act on the part of any of
the parties hereto.

     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,


                                       36



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 certificates
shall have the full force which it is anywhere in the Securities or in this
Indenture provided that the certificate of the Trustee shall have; provided,
however, that the right to adopt the certificate of authentication of any
predecessor Trustee or authenticate Securities in the name of any predecessor
Trustee shall apply only to its successor or successors by merger, conversion or
consolidation.

     SECTION 6.13 Authenticating Agents.

     There may be one or more Authenticating Agents appointed by the Trustee
upon the request of the Company with power to act on its behalf and subject to
its direction in the authentication and delivery of Securities issued upon
exchange or transfer thereof as fully to all intents and purposes as though any
such Authenticating Agent had been expressly authorized to authenticate and
deliver Securities; provided, that the Trustee shall have no liability to the
Company for any acts or omissions of the Authenticating Agent with respect to
the authentication and delivery of Securities. Any such Authenticating Agent
shall at all times be a corporation organized and doing business under the laws
of the United States or of any State or territory thereof or of the District of
Columbia authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of at least $5,000,000 and being subject to
supervision or examination by Federal, State, territorial or District of
Columbia authority. If such corporation publishes reports of condition at least
annually pursuant to law or the requirements of such authority, then for the
purposes of this Section 6.13 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 an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect herein specified in this Section.

     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, consolidation or conversion to which any Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of any Authenticating Agent, shall be the successor
of such Authenticating Agent hereunder, if such successor corporation is
otherwise eligible under this Section 6.13 without the execution or filing of
any paper or any further act on the part of the parties hereto or such
Authenticating Agent.

     Any Authenticating Agent may at any time 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 under this Section 6.13, the
Trustee may, and upon the request of the Company shall, promptly appoint a
successor Authenticating Agent eligible under this Section 6.13, shall give
written notice of such appointment to the Company and shall mail notice of such
appointment to all Holders of the Securities as the names and addresses of such
Holders appear on the Security Register. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become


                                       37



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 to any Authenticating Agent from time to time
reasonable compensation for its services. Any Authenticating Agent shall have no
responsibility or liability for any action taken by it as such in accordance
with the directions of the Trustee.

                                   ARTICLE VII
                         CONCERNING THE SECURITYHOLDERS

     SECTION 7.01 Action by Securityholders.

     Whenever in this Indenture it is provided that the Holders of a specified
percentage in aggregate principal amount of the Securities 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 such Securityholders in person or by agent or proxy
appointed in writing, or (b) by the record of such Holders of Securities voting
in favor thereof at any meeting of such Securityholders duly called and held in
accordance with the provisions of Article VIII hereof, or (c) by a combination
of such instrument or instruments and any such record of such a meeting of such
Securityholders.

     If the Company shall solicit from the Securityholders any request, demand,
authorization, direction, notice, consent, waiver or other action, the Company
may, at its option, as evidenced by an Officers' Certificate, fix in advance a
record date for the determination of Securityholders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other
action, but the Company shall have no obligation to do so. If such a record date
is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other action may be given before or after the record date, but only
the Securityholders of record at the close of business on the record date shall
be deemed to be Securityholders for the purposes of determining whether
Securityholders of the requisite proportion of outstanding Securities have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other action, and for that purpose the
outstanding Securities shall be computed as of the record date; provided,
however, that no such authorization, agreement or consent by such
Securityholders on the record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not later than six
months after the record date.

     SECTION 7.02 Proof of Execution by Securityholders.

     Subject to the provisions of Sections 6.01, 6.02 and 8.05, proof of the
execution of any instrument by a Securityholder or his agent or proxy shall be
sufficient if made in accordance with such reasonable rules and regulations as
may be prescribed by the Trustee or in such manner as shall be satisfactory to
the Trustee. The ownership of Securities shall be proved by the Security
Register or by a certificate of the Security registrar. The Trustee may require
such additional proof of any matter referred to in this Section as it shall deem
necessary.


                                       38



     The record of any Securityholders' meeting shall be proved in the manner
provided in Section 8.06.

     SECTION 7.03 Who Are Deemed Absolute Owners.

     Prior to due presentment for registration of transfer of any Security, the
Company, the Trustee, any Authenticating Agent, any Paying Agent, any transfer
agent and any Security registrar may deem the person in whose name such Security
shall be registered upon the Security Register to be, and may treat such person
as, the absolute owner of such Security (whether or not such Security shall be
overdue) for the purpose of receiving payment of or on account of the principal
of, and premium, if any, and interest on such Security and for all other
purposes; and neither the Company nor the Trustee nor any Authenticating Agent
nor any Paying Agent nor any transfer agent nor any Security registrar shall be
affected by any notice to the contrary.

     SECTION 7.04 Securities Owned by Company Deemed Not Outstanding.

     In determining whether the Holders of the requisite aggregate principal
amount of Securities 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 or by 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 shall be disregarded and deemed not to be
outstanding for the purpose of any such determination; provided that for the
purposes of determining whether the Trustee shall be protected in relying on any
such direction, consent or waiver, only Securities which a Responsible Officer
of the Trustee actually knows are so owned shall be so disregarded. Securities
so owned which have been pledged in good faith may be regarded as outstanding
for the purposes of this Section 7.04 if the pledgee shall establish to the
satisfaction of the Trustee the pledgee's right to vote such Securities and that
the pledgee is not the Company or any such other obligor or person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company or any such other obligor. In the case of a dispute as
to such right, any decision by the Trustee taken upon the advice of counsel
shall be full protection to the Trustee.

     SECTION 7.05 Revocation of Consents; Future Holders Bound.

     At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 7.01, of the taking of any action by the Holders of the
percentage in aggregate principal amount of the Security specified in this
Indenture in connection with such action, any Holder of a Security (or any
Security issued in whole or in part in exchange or substitution therefor) the
serial number 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
with the Trustee at its Principal Office and upon proof of holding as provided
in Section 7.02, revoke such action so far as concerns such Security (or so far
as concerns the principal amount represented by any exchanged or substituted
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 Security issued in exchange or
substitution therefor, irrespective of whether or not any notation in regard
thereto is made upon such Security or any Security issued in exchange or
substitution therefor.


                                       39



                                  ARTICLE VIII
                            SECURITYHOLDERS' MEETINGS

     SECTION 8.01 Purposes of Meetings.

     A meeting of Securityholders may be called at any time and from time to
time pursuant to the provisions of this Article VIII for any of the following
purposes:

     (a) to give any notice to the Company or to the Trustee, 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
Securityholders pursuant to any of the provisions of Article V hereof;

     (b) to remove the Trustee and nominate a successor trustee pursuant to the
provisions of Article VI hereof;

     (c) to consent to the execution of an indenture or indentures supplemental
hereto pursuant to the provisions of Section 9.02; 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 under any
other provision of this Indenture or under applicable law.

     SECTION 8.02 Call of Meetings by Trustee.

     The Trustee may at any time call a meeting of Securityholders to take any
action specified in Section 8.01, to be held at such time and at such place in
the Borough of Manhattan, The City of New York, in Wilmington, Delaware, or in
Chapel Hill, North Carolina, as the Trustee shall determine. Notice of every
meeting of the Securityholders, 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 mailed to Holders of Securities at their addresses as they shall appear
on the Securities Register. Such notice shall be mailed not less than 20 nor
more than 180 days prior to the date fixed for the meeting.

     SECTION 8.03 Call of Meetings by Company or Securityholders.

     In case at any time the Company pursuant to a resolution of the Board of
Directors, or the Holders of at least 10% in aggregate principal amount of the
Securities then outstanding, shall have requested the Trustee to call a meeting
of Securityholders, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have
mailed the notice of such meeting within 20 days after receipt of such request,
then the Company or such Securityholders may determine the time and the place in
said Borough of Manhattan, The City of New York, or Wilmington, Delaware for
such meeting and may call such meeting to take any action authorized in Section
8.01, by mailing notice thereof as provided in Section 8.02.


                                       40



     SECTION 8.04 Qualifications for Voting.

     To be entitled to vote at any meeting of Securityholders a person shall (a)
be a Holder of one or more Securities or (b) a person appointed by an instrument
in writing as proxy by a Holder of one or more such Securities. The only persons
who shall be entitled to be present or to speak at any meeting of
Securityholders 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.

     SECTION 8.05 Regulations.

     Notwithstanding any other provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Securityholders, 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, 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 chair
of the meeting, unless the meeting shall have been called by the Company or by
Securityholders as provided in Section 8.03, in which case the Company or the
Securityholders calling the meeting, as the case may be, shall in like manner
appoint a temporary chair. A permanent chair and a permanent secretary of the
meeting shall be elected by majority vote of the meeting.

     Subject to the provisions of Section 7.04, at any meeting of
Securityholders, 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 of Securities held or represented by such Holder; provided,
however, that no vote shall be cast or counted at any meeting in respect of any
Security challenged as not outstanding and ruled by the chair of the meeting to
be not outstanding. The chair of the meeting shall have no right to vote other
than by virtue of Securities held by him or her or instruments in writing as
aforesaid duly designating him or her as the person to vote on behalf of other
Securityholders. Any meeting of Securityholders duly called pursuant to the
provisions of Section 8.02 or 8.03 may be adjourned from time to time by a
majority of those present, whether or not constituting a quorum, and the meeting
may be held as so adjourned without further notice.

     SECTION 8.06 Voting.

     The vote upon any resolution submitted to any meeting of Holders of
Securities 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
chair 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
triplicate of all votes cast at the meeting. A record in duplicate of the
proceedings of each meeting of Securityholders 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


                                       41



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 8.02.
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 chair 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, the latter to have attached thereto the ballots voted
at the meeting.

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

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

     SECTION 9.01 Supplemental Indentures without Consent of Securityholders.

     The Company 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 then in effect applicable to indentures
qualified thereunder), without the consent of the Securityholders, for one or
more of the following purposes:

     (a) to evidence the succession of another entity to the Company, or
successive successions, and the assumption by the successor entity of the
covenants, agreements and obligations of the Company pursuant to Article X
hereof;

     (b) to add to the covenants of the Company such further covenants,
restrictions or conditions for the protection of the Holders of Securities as
the Board of Directors and the Trustee shall consider to be for the protection
of the Holders of Securities, and to make the occurrence, or the occurrence and
continuance, of a default in any of such additional covenants, restrictions or
conditions a default or an Event of Default permitting the enforcement of all or
any of the several remedies provided in this Indenture as herein set forth;
provided, however, that in respect of any such additional covenant, restriction
or condition 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 default or may limit the remedies available to the Trustee upon such
default;

     (c) 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; provided that any such action shall not adversely
affect the interests of the Holders of the Securities in any material respect;

     (d) to add to, delete from, or revise the terms of Securities, including,
without limitation, any terms relating to the issuance, exchange, registration
or transfer of Securities; provided, that no such action shall adversely affect
the interests of Holders of outstanding Securities;

     (e) to evidence and provide for the acceptance of appointment hereunder by
a successor trustee with respect to the Securities and to add to or change any
of the provisions of


                                       42



this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one trustee, pursuant to the
requirements of Section 6.11;

     (f) to make any change that does not adversely affect the rights of any
Securityholder in any material respect; or

     (g) to provide for the issuance of and establish the form and terms and
conditions of the Securities, to establish the form of any certifications
required to be furnished pursuant to the terms of this Indenture, or to add to
the rights of the Holders of Securities.

     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 and assignment of any property thereunder, but the Trustee shall not be
obligated to, but may in its discretion, 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
9.01 may be executed by the Company and the Trustee without the consent of the
Holders of any of the Securities at the time outstanding, notwithstanding any of
the provisions of Section 9.02.

     SECTION 9.02 Supplemental Indentures with Consent of Securityholders.

     With the consent (evidenced as provided in Section 7.01) of the Holders of
a majority in aggregate principal amount of the Securities at the time
outstanding, the Company, when authorized by a Board Resolution, 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 then in effect applicable to indentures qualified thereunder) 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; provided,
however, that no such supplemental indenture shall, without the consent of the
Holders of each Security, (i) change the Stated Maturity of any such Security,
or reduce the rate (or change the manner of calculation of the rate) or change
any date on which interest thereon is payable, or reduce the principal amount
thereof or any premium thereon, or change any redemption or repayment date or
period or price, or make the principal thereof or any interest or premium
thereon payable in any coin or currency other than that provided in the
Securities, or impair or affect the right of any Securityholder to institute
suit for payment thereof, (ii) reduce the aforesaid percentage of Securities the
Holders of which are required to consent to any such supplemental indenture or
(iii) otherwise materially and adversely affect the interests of the Holders of
any such Security; provided, further, that if the Securities are held by the
Trust or a trustee of the Trust, such supplemental indenture shall not be
effective until the registered holders of a majority in aggregate liquidation
amount of Trust Securities shall have consented to such supplemental indenture;
provided further, that if the consent of the Holder of each outstanding Security
is required, such supplemental indenture shall not be effective until each
registered holder of the Trust Securities shall have consented to such
supplemental indenture.


                                       43



     Upon the request of the Company accompanied by a copy of a resolution of
the Board of Directors certified by its Secretary or Assistant Secretary
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Securityholders (and
holders of Trust Securities as provided in this Section 9.02) as aforesaid, 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. The Trustee may receive an Opinion of Counsel as
conclusive evidence that any supplemental indenture executed pursuant to this
Article is authorized or permitted by, and conforms to, the terms of this
Article and that it is proper for the Trustee under the provisions of this
Article to join in the execution thereof.

     Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Trustee
shall transmit by mail, first class postage prepaid, a notice, to be prepared by
the Company, setting forth in general terms the substance of such supplemental
indenture, to the Securityholders as their names and addresses appear upon the
Security Register. Any failure of the Trustee to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any
such supplemental indenture.

     It shall not be necessary for the consent of the Securityholders under this
Section 9.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

     SECTION 9.03 Notation on Securities.

     Securities authenticated and delivered after the execution of any
supplemental indenture affecting the Securities pursuant to the provisions of
this Article IX may bear a notation in form approved by the Trustee as to any
matter provided for in such supplemental indenture. If the Company or the
Trustee shall so determine, new Securities so modified as to conform, in the
opinion of the Trustee and the Board of Directors, to any modification of this
Indenture contained in any such supplemental indenture may be prepared and
executed by the Company, authenticated by the Trustee or the Authenticating
Agent and delivered in exchange for the Securities then outstanding.

     SECTION 9.04 Evidence of Compliance of Supplemental Indenture to be
                  Furnished Trustee.

     The Trustee, subject to the provisions of Sections 6.01 and 6.02, may
receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant hereto complies with
the requirements of this Article IX.


                                       44



                                    ARTICLE X
                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

     SECTION 10.01 Company May Consolidate, etc., on Certain Terms.

     Nothing contained in this Indenture or in any of the Securities shall
prevent any consolidation or merger of the Company with or into any other Person
(whether or not affiliated with the Company, as the case may be), or successive
consolidations or mergers in which the Company or its successor or successors,
as the case may be, shall be a party or parties, or shall prevent any sale,
conveyance, transfer or lease of the property of the Company, or its successor
or successors, as the case may be, as an entirety, or substantially as an
entirety, to any other Person (whether or not affiliated with the Company or its
successor or successors, as the case may be) authorized to acquire and operate
the same; provided, that (a) the Company is the surviving entity, or the entity
formed by or surviving any such consolidation or merger (if other than the
Company) or to which such sale, conveyance, transfer or lease of property is
made is a corporation, partnership, trust or other entity organized and existing
under the laws of the United States or any State thereof, the District of
Columbia, Bermuda or the Cayman Islands, (b) if the Company is not the surviving
entity, upon any such consolidation, merger, sale, conveyance, transfer or
lease, the due and punctual payment of the principal of and interest on the
Securities according to their tenor, and the due and punctual performance and
observance of all the covenants and conditions of this Indenture to be kept or
performed by the Company shall be expressly assumed by the surviving entity, by
supplemental indenture (which shall conform to the provisions of the Trust
Indenture Act as then in effect applicable to indentures qualified thereunder)
satisfactory in form to the Trustee executed and delivered to the Trustee by the
entity formed by such consolidation, or into which the Company shall have been
merged, or by the entity which shall have acquired such property, as the case
may be, (c) after giving effect to such consolidation, merger, sale, conveyance,
transfer or lease, no Default or Event of Default shall have occurred and be
continuing, and (d) such consolidation, merger, sale, conveyance, transfer or
lease is permitted under the Declaration and Preferred Securities Guarantee and
does not give rise to any breach or violation of the Declaration or Preferred
Securities Guarantee.

     SECTION 10.02 Successor Entity to be Substituted for Company.

     In case of any such consolidation, merger, conveyance or transfer and upon
the assumption by the successor entity, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the due and
punctual payment of the principal of and premium, if any, and interest on all of
the Securities and the due and punctual performance and observance of all of the
covenants and conditions of this Indenture to be performed or observed by the
Company, such successor entity shall succeed to and be substituted for the
Company, with the same effect as if it had been named herein as the party of the
first part, and the Company thereupon shall be relieved of any further liability
or obligation hereunder or upon the Securities. Such successor entity thereupon
may cause to be signed, and may issue either in its own name or in the name of
the Company, any or all of the Securities issuable hereunder which theretofore
shall not have been signed by the Company and delivered to the Trustee or the
Authenticating Agent; and, upon the order of such successor entity instead of
the Company and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate
and deliver any Securities which


                                       45



previously shall have been signed and delivered by the officers of the Company
to the Trustee or the Authenticating Agent for authentication, and any
Securities which such successor entity thereafter shall cause to be signed and
delivered to the Trustee or the Authenticating Agent for that purpose. All the
Securities so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Indentures had
been issued at the date of the execution hereof.

     SECTION 10.03 Opinion of Counsel to be Given Trustee.

     The Trustee, subject to the provisions of Sections 6.01 and 6.02, may
receive an Opinion of Counsel as conclusive evidence that any consolidation,
merger, conveyance or transfer, and any assumption, permitted or required by the
terms of this Article X complies with the provisions of this Article X.

                                   ARTICLE XI
                     SATISFACTION AND DISCHARGE OF INDENTURE

     SECTION 11.01 Discharge of Indenture.

     When (a) the Company shall deliver to the Trustee for cancellation all
Securities theretofore authenticated (other than any Securities which shall have
been destroyed, lost or stolen and which shall have been replaced or paid as
provided in Section 2.08) and not theretofore cancelled or (b) all the
Securities not theretofore cancelled or delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become
due and payable within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and the Company shall deposit with the Trustee, in trust,
immediately available funds sufficient to pay at maturity or upon redemption all
of the Securities (other than any Securities which shall have been destroyed,
lost or stolen and which shall have been replaced or paid as provided in Section
2.08) not theretofore cancelled or delivered to the Trustee for cancellation,
including principal of, premium, if any, and interest (including Compound
Interest and Additional Interest, if any) due or to become due to such date of
maturity or redemption date, as the case may be, but excluding, however, the
amount of any moneys for the payment of principal of, and premium, if any, or
interest on the Securities (1) theretofore repaid to the Company in accordance
with the provisions of Section 11.04, or (2) paid to any State or to the
District of Columbia pursuant to its unclaimed property or similar laws, and if,
in either case, the Company shall also pay or cause to be paid all other sums
payable hereunder by the Company, then this Indenture shall cease to be of
further effect, except that the provisions of Sections 2.05, 2.07, 2.08, 3.01,
3.02, 3.04, 6.06, 6.10 and 11.04 hereof shall survive until such Securities
shall mature and be paid. Thereafter, Sections 6.06 and 11.04 shall survive, and
the Trustee, on demand of the Company accompanied by any Officers' Certificate
and an Opinion of Counsel and at the cost and expense of the Company, shall
execute proper instruments acknowledging satisfaction of and discharging this
Indenture, the Company, however, hereby agreeing to reimburse the Trustee for
any costs or expenses thereafter reasonably and properly incurred by the Trustee
in connection with this Indenture or the Securities.


                                       46



     SECTION 11.02 Deposited Moneys to be Held in Trust by Trustee.

     Subject to the provisions of Section 11.04, all moneys deposited with the
Trustee pursuant to Sections 11.01 shall be held in trust and applied by it to
the payment, either directly or through any Paying Agent (including the Company
if acting as its own Paying Agent), to the Holders of the particular Securities
for the payment of which such moneys have been deposited with the Trustee, of
all sums due and to become due thereon for principal, premium, if any, and
interest.

     SECTION 11.03 Paying Agent to Repay Moneys Held.

     Upon the satisfaction and discharge of this Indenture all moneys then held
by any Paying Agent of the Securities (other than the Trustee) shall, upon
written 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 11.04 Return of Unclaimed Moneys.

     Any moneys deposited with or paid to the Trustee or any Paying Agent for
payment of the principal of, and premium, if any, or interest on Securities and
not applied but remaining unclaimed by the Holders of Securities for two years
after the date upon which the principal of, and premium, if any, or interest on
such Securities, as the case may be, shall have become due and payable, shall be
repaid to the Company by the Trustee or such Paying Agent on written demand; and
the Holder of any of the Securities shall thereafter look only to the Company
for any payment which such Holder may be entitled to collect and all liability
of the Trustee or such Paying Agent with respect to such moneys shall thereupon
cease.

                                   ARTICLE XII
                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

     SECTION 12.01 Indenture and Securities Solely Entity Obligations.

     No recourse for the payment of the principal of or premium, if any, or
interest on any Security, or for any claim based thereon or otherwise in respect
thereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in this Indenture or in any supplemental indenture, or in any
Security, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, member, partner, officer or
director, as such, past, present or future, of the Company or of any successor
entity of the Company, either directly or through the Company or any successor
entity of the Company, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that all such liability is hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture and the issue of the Securities.


                                       47



                                  ARTICLE XIII
                            MISCELLANEOUS PROVISIONS

     SECTION 13.01 Successors.

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

     SECTION 13.02 Official Acts by Successor Entity.

     Any act or proceeding by any provision of this Indenture authorized or
required to be done or performed by any board, committee or officer of the
Company shall and may be done and performed with like force and effect by the
like board, committee or officer of any entity that shall at the time be the
lawful sole successor of the Company.

     SECTION 13.03 Surrender of Company Powers.

     The Company by instrument in writing executed by authority of at least 2/3
(two-thirds) of its Board of Directors and delivered to the Trustee may
surrender any of the powers reserved to the Company, and thereupon such power so
surrendered shall terminate both as to the Company and as to any successor
entity.

     SECTION 13.04 Addresses for Notices, etc.

     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 on the Company may be given or served by being deposited postage
prepaid by first class mail in a post office letter box addressed (until another
address is filed by the Company with the Trustee for the purpose) to the
Company, 1414 Raleigh Road, Suite 415, Chapel Hill, NC 27517, Attention: Michael
Oakes. Any notice, direction, request or demand by any Securityholder to or upon
the Trustee shall be deemed to have been sufficiently given or made, for all
purposes, if given or made in writing at the office of the Trustee, addressed to
the Trustee, Wilmington Trust Company, Rodney Square North, 1100 North Market
Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust
Administration.

     SECTION 13.05 Governing Law.

     THIS INDENTURE AND EACH SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW).

     SECTION 13.06 Submission to Jurisdiction.

     The Company and the Trustee each irrevocably and unconditionally submits to
the nonexclusive jurisdiction of the courts of the State of New York and the
federal courts of the United States located in the Borough of Manhattan, The
City of New York (and any courts having jurisdiction over appeals therefrom) in
respect of any action, suit or proceeding arising


                                       48



out of this Indenture or the Securities or any of the transactions contemplated
thereby and waives to the extent permitted by law any objection to venue in
respect thereof (based on inconvenient forum or otherwise). Unless the Company
or the Trustee, as the case may be, maintains a registered agent in the State of
New York, each such party agrees that process in any such suit may be served by
mailing the relevant process, by registered or certified mail, return receipt
requested, to the address of such party then specified pursuant to Section
13.04.

     SECTION 13.07 Evidence of Compliance with Conditions Precedent.

     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 in the opinion of the
signers all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of
Counsel stating that, in the opinion of such counsel, all such conditions
precedent have been complied with; provided, however, that such Opinion of
Counsel shall not be required in connection with the authentication by the
Trustee of the Securities authorized in this Indenture.

     Each certificate or opinion provided for in this Indenture and delivered to
the Trustee with respect to compliance with a condition or covenant provided for
in this Indenture shall include (1) a statement that the person making such
certificate or opinion has read such covenant or condition; (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based; (3) a statement that, in the opinion of 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 (4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

     SECTION 13.08 Table of Contents, Headings, etc.

     The table of contents and the titles and headings of the articles and
sections of this Indenture have been inserted for convenience of reference only,
are not to be considered a part hereof, and shall in no way modify or restrict
any of the terms or provisions hereof.

     SECTION 13.09 Execution in Counterparts.

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

     SECTION 13.10 Separability.

     In case any one or more of the provisions contained in this Indenture or in
the Securities shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Indenture or of such Securities,
but this Indenture and such Securities shall be construed as if such invalid or
illegal or unenforceable provision had never been contained herein or therein.


                                       49



                                   ARTICLE XIV
                            REDEMPTION OF SECURITIES

     SECTION 14.01 Optional Redemption.

     The Securities are redeemable prior to their Stated Maturity at the option
of the Company (i) in whole or in part, from time to time, on or after May 15,
2009 on an Interest Payment Date or (ii) at any time prior to May 15, 2009, in
whole but not in part, upon the occurrence and continuation of a Special Event,
in either case at a redemption price (the "Redemption Price") equal to 100% of
the principal amount thereof, plus unpaid interest thereon (including Additional
Interest and Compound Interest, if any) accrued to the date of redemption;
provided, (i) that the Company may not exercise its option to redeem with
respect to a Special Event unless it fixes, not later than 90 days after the
occurrence of such Special Event, a date for redemption and mails a notice
thereof to Holders pursuant to Section 14.02 and (ii) that the Company may not
exercise its option to redeem with respect to a Special Event unless it pays a
premium, in addition to the Redemption Price, in cash equal to the product of
(y) 100% of the outstanding principal amount of such Security, and (z) the
percentage specified below for the applicable date of redemption:

Redemption During the 12-Month
   Period Beginning May 15,      Percentage of Principal Amount
- ------------------------------   ------------------------------
             2004                              5%
             2005                              4%
             2006                              3%
             2007                              2%
             2008                              1%
      2009 and thereafter                      0%

     SECTION 14.02 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 in accordance with their terms,
it shall fix a date for redemption and shall mail a notice of such redemption at
least 30 and not more than 60 days prior to the date fixed for redemption to the
Holders of Securities so to be redeemed as a whole or in part at their last
addresses as the same appear on the Security Register, with a copy to the
Trustee. Such mailing shall be by first class mail. The notice if mailed in the
manner herein provided 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 by mail or any defect in the notice to the Holder of any Security
designated for redemption as a whole or in part shall not affect the validity of
the proceedings for the redemption of any other Security.

     Each such notice of redemption shall identify the Securities to be
redeemed, specify the date fixed for redemption, the redemption price and
premium, if any, at which Securities are to


                                       50



be redeemed, the place or places of payment, that payment will be made upon
presentation and surrender of such Securities, that interest accrued to the date
fixed for redemption will be paid as specified in said notice and that on and
after said date interest thereon or on the portions thereof to be redeemed will
cease to accrue. If less than all the Securities are to be redeemed the notice
of redemption shall specify the numbers of the Securities to be redeemed. In
case any Security 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 date fixed for redemption, upon surrender of such
Security, a new Security or Securities in principal amount equal to the
unredeemed portion thereof will be issued.

     Prior to 10:00 a.m. New York City time on the redemption date specified in
the notice of redemption given as provided in this Section, the Company will
deposit with the Trustee or with one or more Paying Agents an amount of money
sufficient to redeem on the redemption date all the Securities so called for
redemption at the appropriate redemption price and premium, if any, together
with accrued interest to the date fixed for redemption.

     If the Securities are to be redeemed, the Company will give the Trustee
notice not less than 60 days prior to the redemption date as to the aggregate
principal amount of Securities to be redeemed and, in the case of a partial
redemption, the Trustee shall select, in such manner as in its sole discretion
it shall deem appropriate and fair, the Securities or portions thereof (in
integral multiples of $1,000) to be redeemed.

     SECTION 14.03 Payment of Securities Called for Redemption.

     If notice of redemption has been given as provided in Section 14.02, the
Securities or portions of Securities with respect to which such notice has been
given shall become due and payable on the date and at the place or places stated
in such notice at the applicable redemption price and premium, if any, together
with interest accrued to the date fixed for redemption, and on and after said
date (unless the Company shall default in the payment of such Securities at the
redemption price and premium, if any, together with interest accrued to said
date) interest on the Securities or portions of Securities so called for
redemption shall cease to accrue. On presentation and surrender of such
Securities at a place of payment specified in said notice, the said Securities
or the specified portions thereof shall be paid and redeemed by the Company at
the applicable redemption price and premium (if any), together with interest
accrued thereon to the date fixed for redemption.

     Upon presentation of any Security redeemed in part only, the Company shall
execute and the Trustee shall authenticate and deliver to the Holder thereof, at
the expense of the Company, a new Security or Securities of authorized
denominations, in principal amount equal to the unredeemed portion of the
Security so presented.

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


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                                   ARTICLE XV
                           SUBORDINATION OF SECURITIES

     SECTION 15.01 Agreement to Subordinate.

     The Company covenants and agrees, and each Holder of Securities issued
hereunder, by such Securityholder's acceptance thereof, likewise covenants and
agrees, that all Securities shall be issued subject to the provisions of this
Article XV; 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 (including Compound Interest and Additional Interest, if any) on all
Securities issued hereunder 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 XV shall prevent the occurrence of any Default
or Event of Default hereunder.

     SECTION 15.02 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,
after giving effect to any applicable grace period, 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) the maturity of any Senior Indebtedness of the
Company has been accelerated because of a default and such acceleration has not
been rescinded or canceled and such Senior Indebtedness has not been paid in
full.

     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 15.02, 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 respective representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Senior Indebtedness may have
been issued, as their respective interests may appear, but only to the extent
that the holders of 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 15.03 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-


                                       52



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 or
interest (including Compound Interest and Additional Interest, if any) 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, which
the Securityholders or the Trustee would be entitled to receive from the
Company, except under the provisions of this Article XV, 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 Securityholders 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 respective 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 Securityholders 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, as their respective interests may appear, as calculated by
the Company, in each case, 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 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 XV, the words "cash, property or securities"
shall not be deemed to include (a) shares of stock of the Company as reorganized
or readjusted, or (b) securities of the Company or any other entity provided for
by a plan of reorganization or readjustment, the payment of which is
subordinated at least to the extent provided in this Article XV with respect to
the Securities to the payment of all Senior Indebtedness of the Company that may
at the time be outstanding, provided, in each case, that (i) all Senior
Indebtedness of the Company is assumed by the new entity, 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 entity 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 Person upon the
terms and conditions provided for in Article X of this Indenture shall not be
deemed a dissolution, winding-up, liquidation or reorganization for the purposes
of this Section 15.03 if such other Person shall, as a part of such


                                       53



consolidation, merger, conveyance or transfer, comply with the conditions stated
in Article X of this Indenture. Nothing in Section 15.02 or in this Section
15.03 shall apply to claims of, or payments to, the Trustee under or pursuant to
Section 6.06 of this Indenture.

     SECTION 15.04 Subrogation of Securityholders.

     Subject to the payment in full of all Senior Indebtedness of the Company,
the Securityholders shall be subrogated to the rights of the holders of the
Senior Indebtedness to receive payments or distributions of cash, property or
securities of the Company, as the case may be, applicable to the 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 Securityholders or the Trustee would be entitled except under the provisions
of this Article XV, and no payment over pursuant to the provisions of this
Article XV to or for the benefit of the holders of such Senior Indebtedness by
Securityholders 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
XV 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 XV or elsewhere in this Indenture 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 (including Compound Interest and Additional
Interest, if any) 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,
as the case may be, other than the holders of Senior Indebtedness of the
Company, 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 XV of the holders of such Senior Indebtedness
in respect of cash, property or securities of the Company, as the case may be,
received upon the exercise of any such remedy.

     Upon any payment or distribution of assets of the Company referred to in
this Article XV, the Trustee, subject to the provisions of Article VI 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 (i) the
Persons entitled to participate in such payment or distribution, (ii) the
holders of Senior Indebtedness and other indebtedness of the Company, (iii) the
amount of any payment or distribution made or payable to any such Persons, and
(iv) all other facts pertinent thereto or to this Article XV in connection
therewith.


                                       54



     SECTION 15.05 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 XV and appoints the Trustee such Securityholder's attorney-in-fact for
any and all such purposes.

     SECTION 15.06 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 XV. Notwithstanding the provisions of this Article XV
or any other provision of this Indenture, 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 XV, 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 VI 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 15.06 at least two Business Days prior to the date
upon which by the terms hereof any money may become payable for any purpose
(including, without limitation, the payment of the principal of 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 two
Business Days prior to such date.

     The Trustee, subject to the provisions of Article VI of this Indenture,
shall be entitled to conclusively rely on the delivery to it of a written notice
by a Person representing himself or herself to be a holder of Senior
Indebtedness of the Company, 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 XV, 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 XV, 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 15.07 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 XV 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 shall deprive the Trustee of any of its rights as such
holder.


                                       55



     Nothing in this Article XV shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 6.06.

     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 XV, and no implied
covenants or obligations with respect to the holders of such Senior Indebtedness
shall be read into this Indenture 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 VI 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 XV or otherwise.

     SECTION 15.08 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 XV 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 any other Person.

     Wilmington Trust Company hereby accepts the trusts in this Indenture
declared and provided, upon the terms and conditions hereinabove set forth.


                                       56



     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed by their respective officers or agents thereunto duly authorized,
all as of the day and year first above written.

                                           JAMES RIVER GROUP, INC.
Attest:


/s/ Judy D. Young                          By: /s/ Michael Oakes
- ----------------------------------------       ---------------------------------
Name: Judy D. Young                            Name: Michael Oakes
Title: Corporate Secretary                     Title: Chief Financial Officer


                                           WILMINGTON TRUST COMPANY,
                                           as Trustee


                                           By: /s/ illegible
                                               ---------------------------------
                                               Name:
                                               Title:


                                       57