<PAGE>   1
                                                                     EXHIBIT 4.6

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                         FRANKLIN FINANCIAL CORPORATION


                                      AND


                                 SUNTRUST BANK
                              AS INDENTURE TRUSTEE



                                   INDENTURE


           FLOATING RATE SUBORDINATED DEBENTURES DUE __________, 2030

                         DATED AS OF ____________, 2000




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<PAGE>   2



                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                               Page No.
<S>                                                                                                            <C>
RECITALS

ARTICLE I.
         DEFINITIONS
                  Section 1.1.  Definitions of Terms..........................................................    1

ARTICLE II.
         ISSUE, DESCRIPTION, TERMS, CONDITIONS
                  REGISTRATION AND EXCHANGE OF THE DEBENTURES
                  Section 2.1.  Designation and Principal Amount..............................................    9
                  Section 2.2.  Maturity......................................................................    9
                  Section 2.3.  Form and Payment..............................................................    9
                  Section 2.4.  Global Subordinated Debenture.................................................   10
                  Section 2.5.  Interest......................................................................   11
                  Section 2.6.  Execution and Authentications.................................................   11
                  Section 2.7.  Registration of Transfer and Exchange.........................................   12
                  Section 2.8.  Temporary Debentures..........................................................   13
                  Section 2.9.  Mutilated, Destroyed, Lost or Stolen Debentures...............................   13
                  Section 2.10.  Cancellation.................................................................   14
                  Section 2.11.  Benefit of Indenture.........................................................   14
                  Section 2.12.  Authentication Agent.........................................................   14

ARTICLE III.
         REDEMPTION OF DEBENTURES
                  Section 3.1.  Redemption....................................................................   15
                  Section 3.2.  Special Event Redemption......................................................   15
                  Section 3.3.  Optional Redemption by Company................................................   15
                  Section 3.4.  Notice of Redemption..........................................................   16
                  Section 3.5.  Payment upon Redemption.......................................................   16
                  Section 3.6.  No Sinking Fund...............................................................   17

ARTICLE IV.
         EXTENSION OF INTEREST PAYMENT PERIOD
                  Section 4.1.  Extension of Interest Payment Period..........................................   17
                  Section 4.2.  Notice of Extension...........................................................   17
                  Section 4.3.  Limitation on Transactions....................................................   18

ARTICLE V.
         PARTICULAR COVENANTS OF THE COMPANY
                  Section 5.1.  Payment of Principal and Interest.............................................   18
                  Section 5.2.  Maintenance of Agency.........................................................   18
                  Section 5.3.  Paying Agents.................................................................   18
                  Section 5.4.  Appointment to Fill Vacancy in Office of Trustee..............................   19
                  Section 5.5.  Compliance with Consolidation Provisions......................................   19
</TABLE>


                                       i

<PAGE>   3

<TABLE>
<S>                                                                                                              <C>
                  Section 5.6.  Limitation on Transactions....................................................   19
                  Section 5.7.  Covenants as to the Trust.....................................................   20
                  Section 5.8.  Covenants as to Purchases.....................................................   20

ARTICLE VI.
         DEBENTUREHOLDERS' LISTS AND REPORTS
                  BY THE COMPANY AND THE TRUSTEE
                  Section 6.1.  Company to Furnish Trustee Names and Addresses of
                       Debentureholders.......................................................................   21
                  Section 6.2.  Preservation of Information; Communications with Debentureholders.............   21
                  Section 6.3.  Reports by the Company........................................................   21
                  Section 6.4.  Reports by the Trustee........................................................   22

ARTICLE VII.
         REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS
                  ON EVENT OF DEFAULT
                  Section 7.1.  Events of Default.............................................................   22
                  Section 7.2.  Collection of Indebtedness and Suits for Enforcement by Trustee...............   23
                  Section 7.3.  Application of Moneys Collected...............................................   24
                  Section 7.4.  Limitation on Suits...........................................................   25
                  Section 7.5.  Rights and Remedies Cumulative; Delay or Omission Not Waiver..................   25
                  Section 7.6.  Control by Debentureholders...................................................   26
                  Section 7.7.  Undertaking to Pay Costs......................................................   26

ARTICLE VIII.
         FORM OF DEBENTURE AND ORIGINAL ISSUE
                  Section 8.1.  Form of Debenture.............................................................   27
                  Section 8.2.  Original Issue of Debentures..................................................   27

ARTICLE IX.
         CONCERNING THE TRUSTEE
                  Section 9.1.  Certain Duties and Responsibilities of the Trustee............................   27
                  Section 9.2.  Notice of Defaults............................................................   28
                  Section 9.3.  Certain Rights of Trustee.....................................................   28
                  Section 9.4.  Trustee Not Responsible for Recitals, Etc.....................................   29
                  Section 9.5.  May Hold Debentures...........................................................   29
                  Section 9.6.  Moneys Held in Trust..........................................................   30
                  Section 9.7.  Compensation and Reimbursement................................................   30
                  Section 9.8.  Reliance on Officers' Certificate.............................................   30
                  Section 9.9.  Disqualification: Conflicting Interests.......................................   30
                  Section 9.10.  Corporate Trustee Required; Eligibility......................................   30
                  Section 9.11.  Resignation and Removal; Appointment of Successor............................   31
                  Section 9.12.  Acceptance of Appointment by Successor.......................................   32
                  Section 9.13.  Merger, Conversion, Consolidation or Succession to Business..................   32
                  Section 9.14.  Preferential Collection of Claims Against the Company........................   32
</TABLE>



                                       ii

<PAGE>   4

<TABLE>
<S>                                                                                                              <C>
ARTICLE X.
         CONCERNING THE DEBENTUREHOLDERS
                  Section 10.1.  Evidence of Action by Holders................................................   33
                  Section 10.2.  Proof of Execution by Debentureholders.......................................   33
                  Section 10.3.  Who May Be Deemed Owners.....................................................   33
                  Section 10.4.  Certain Debentures Owned by Company Disregarded..............................   34
                  Section 10.5.  Actions Binding on Future Debentureholders...................................   34

ARTICLE XI.
         SUPPLEMENTAL INDENTURES
                  Section 11.1.  Supplemental Indentures Without the Consent of Debentureholders..............   34
                  Section 11.2.  Supplemental Indentures with Consent of Debentureholders.....................   35
                  Section 11.3.  Effect of Supplemental Indentures............................................   35
                  Section 11.4.  Debentures Affected by Supplemental Indentures...............................   36
                  Section 11.5.  Execution of Supplemental Indentures.........................................   36

ARTICLE XII.
         SUCCESSOR CORPORATION
                  Section 12.1.  Company May Consolidate, Etc.................................................   36
                  Section 12.2.  Successor Person Substituted.................................................   37
                  Section 12.3.  Evidence of Consolidation, Etc. to Trustee...................................   37

ARTICLE XIII.
         SATISFACTION AND DISCHARGE
                  Section 13.1.  Satisfaction and Discharge of Indenture......................................   37
                  Section 13.2.  Discharge of Obligations.....................................................   38
                  Section 13.3.  Deposited Moneys to Be Held in Trust.........................................   38
                  Section 13.4.  Payment of Moneys Held by Paying Agents......................................   38
                  Section 13.5.  Repayment to Company.........................................................   38

ARTICLE XIV.
         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                  AND DIRECTORS
                  Section 14.1.  No Recourse..................................................................   38

ARTICLE XV.
         MISCELLANEOUS PROVISIONS
                  Section 15.1.  Effect on Successors and Assigns.............................................   39
                  Section 15.2.  Actions by Successor.........................................................   39
                  Section 15.3.  Surrender of Company Powers..................................................   39
                  Section 15.4.  Notices......................................................................   39
                  Section 15.5.  Governing Law................................................................   39
                  Section 15.6.  Treatment of Debentures as Debt..............................................   39
                  Section 15.7.  Compliance Certificates and Opinions.........................................   39
                  Section 15.8.  Payments on Business Days....................................................   40
                  Section 15.9.  Conflict with Trust Indenture Act............................................   40
                  Section 15.10.  Counterparts................................................................   40
                  Section 15.11.  Separability................................................................   40
</TABLE>


                                      iii

<PAGE>   5

<TABLE>
<S>                                                                                                              <C>
                  Section 15.12.  Assignment..................................................................   40
                  Section 15.13.  Acknowledgment of Rights....................................................   40

ARTICLE XVI.
         SUBORDINATION OF DEBENTURES
                  Section 16.1.  Agreement to Subordinate.....................................................   41
                  Section 16.2.  Default on Senior Debt, Subordinated Debt or Additional
                       Senior Obligations.....................................................................   41
                  Section 16.3.  Liquidation; Dissolution; Bankruptcy.........................................   41
                  Section 16.4.  Subrogation..................................................................   42
                  Section 16.5.  Trustee to Effectuate Subordination..........................................   43
                  Section 16.6.  Notice by the Company........................................................   43
                  Section 16.7.  Rights of the Trustee; Holders of Senior Indebtedness........................   44
                  Section 16.8.  Subordination May Not Be Impaired............................................   44
</TABLE>


                                       iv

<PAGE>   6

                             CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
        Section of
  Trust Indenture Act of 1939,                                                        Section of
        as amended                                                                    Indenture
--------------------------------------------------------------------------------------------------
<S>                                                                                 <C>
          310(a) ...............................................................              9.10
          310(b) ...............................................................         9.9, 9.11
          310(c) ...............................................................    Not Applicable
          311(a) ...............................................................              9.14
          311(b) ...............................................................              9.14
          311(c) ...............................................................    Not Applicable
          312(a) ...............................................................       6.1, 6.2(a)
          312(b) ...............................................................            6.2(c)
          313(a) ...............................................................            6.4(a)
          313(b) ...............................................................            6.4(b)
          313(c) ...............................................................    6.4(a), 6.4(b)
          313(d) ...............................................................            6.4(c)
          314(a) ...............................................................               6.3
          314(b) ...............................................................    Not Applicable
          314(c) ...............................................................              15.7
          314(d) ...............................................................    Not Applicable
          314(e) ...............................................................              15.7
          314(f) ...............................................................    Not Applicable
          315(a) ...............................................................          9.1, 9.3
          315(b) ...............................................................               9.2
          315(c) ...............................................................            9.1(a)
          315(d) ...............................................................            9.1(b)
          315(e) ...............................................................               7.7
          316(a) ...............................................................    1.1, 7.6, 10.4
          316(b) ...............................................................            7.4(b)
          316(c) ...............................................................           10.1(b)
          317(a) ...............................................................               7.2
          317(b) ...............................................................               5.3
          318(a) ...............................................................              15.9
--------------------------------------------------------------------------------------------------
</TABLE>


NOTE:    This Cross-Reference Table does not constitute part of this Agreement
         and shall not affect the interpretation of any of its terms or
         provisions.


                                       v

<PAGE>   7

                                   INDENTURE


           INDENTURE, dated as of____________, 2000, between Franklin Financial
Corporation, a Tennessee corporation (the "Company") and SunTrust Bank, a
banking corporation duly organized and existing under the laws of the State of
Georgia, as trustee (the "Trustee").

                                    RECITALS

           WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the execution and delivery of this Indenture to provide for the
issuance of securities to be known as its Floating Rate Subordinated Debentures
due 2030 (hereinafter referred to as the "Debentures"), the form and substance
of such Debentures and the terms, provisions and conditions thereof to be set
forth as provided in this Indenture;

           WHEREAS, Franklin Capital Trust I, a Delaware statutory business
trust (the "Trust"), has offered to the public $___ million aggregate
liquidation amount of its Preferred Securities (as defined herein) and proposes
to invest the proceeds from such offering, together with the proceeds of the
issuance and sale by the Trust to the Company of ________ aggregate liquidation
amount of its Common Securities (as defined herein), in $____________ aggregate
principal amount of the Debentures;

           WHEREAS, the Company has requested that the Trustee execute and
deliver this Indenture;

           WHEREAS, all requirements necessary to make this Indenture a valid
instrument in accordance with its terms, and to make the Debentures, when
executed by the Company and authenticated and delivered by the Trustee, the
valid obligations of the Company, have been performed, and the execution and
delivery of this Indenture have been duly authorized in all respects;

           WHEREAS, to provide the terms and conditions upon which the
Debentures are to be authenticated, issued and delivered, the Company has duly
authorized the execution of this Indenture; and

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

           NOW, THEREFORE, in consideration of the premises and the purchase of
the Debentures by the holders thereof, it is mutually covenanted and agreed as
follows for the equal and ratable benefit of the holders of the Debentures:

                                   ARTICLE I.
                                  DEFINITIONS

           Section 1.1.    Definitions of Terms. The terms defined in this
Section 1.1 (except as in this Indenture otherwise expressly provided or unless
the context otherwise requires) for all purposes of this Indenture and of any
indenture supplemental hereto shall have the respective meanings specified in
this Section 1.1 and shall include the plural as well as the singular. All
other terms used in this Indenture that are defined in the Trust Indenture Act,
or that are by reference in the Trust Indenture Act defined in the Securities
Act (except as herein otherwise expressly provided or unless the context
otherwise requires), shall have the meanings assigned to such terms in the
Trust Indenture Act and in the Securities Act as in force at


<PAGE>   8

the date of the execution of this instrument. All other terms herein that are
defined in the Trust Agreement shall have the meanings assigned to such terms
in the Trust Agreement. All accounting terms used herein and not expressly
defined shall have the meanings assigned to such terms in accordance with
Generally Accepted Accounting Principles.

           "3-month LIBOR" means, with respect to a Distribution Period
relating to a Distribution Date, the London interbank offered rate for
three-month, Eurodollar deposits determined in the following order of priority:

(i)        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 particular Determination
           Date ("Telerate Page 3750" means the display designated as "Page
           3750" on the Dow Jones Telerate Service (or such other page as may
           replace Page 3750 on that service or such other service or services
           as may be nominated by the British Bankers' Association as the
           information vendor for the page displaying London interbank offered
           rates for U.S. dollars deposits));

(ii)       If such rate does not appear on Telerate Page 3750 as of 11:00 a.m.
           (London time) on the Determination Date, 3-month LIBOR will be the
           arithmetic mean of the rates (expressed as percentages per annum)
           for Eurodollar deposits having a three-month maturity that appear on
           Reuters Monitor Money Rates Page LIBO ("Reuters Page LIBO") as of
           11:00 a.m. (London time) on the particular Determination Date;

(iii)      If such rate does not appear on Reuters Page LIBO as of 11:00 a.m.
           (London time) on the related Determination Date, the Trustee will
           request the principal London offices of four leading banks in the
           London interbank market 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.
           If at least two quotations are provided, 3-month LIBOR will be the
           arithmetic mean of such quotations;

(iv)       If fewer than two such quotations are provided as requested in
           clause (iii) above, the Trustee will request four major New York
           City banks 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. (London time) on such Determination
           Date. If at least two such quotations are provided, 3-month LIBOR
           will be the arithmetic mean of such quotations; and

(v)        If fewer than two such quotations are provided as requested in
           clause (iv) above, 3-month LIBOR will be a 3-month LIBOR determined
           with respect to the Distribution Period immediately preceding such
           current Distribution Period.

           If the rate for Eurodollar deposits having a three-month maturity
           that initially appears on Telerate Page 3750 or Reuters Page LIBO,
           as the case may be, as of 11:00 a.m. (London time) on the related
           Determination Date is superseded on the Telerate Page 3750 or
           Reuters Page LIBO, as the case may be, by a corrected rate before
           12:00 noon (London time) on such Determination Date, then the
           corrected rate as so substituted on the applicable page will be the
           applicable 3-month LIBOR for such Determination Date.


                                       2

<PAGE>   9

           "Additional Interest" shall have the meaning set forth in Section
2.5.

           "Additional Senior Obligations" means all indebtedness of the
Company whether incurred on or prior to the date of this Indenture or
thereafter incurred, for claims in respect of derivative products such as
interest and foreign exchange rate contracts, commodity contracts and similar
arrangements; provided, however, that Additional Senior Obligations does not
include claims in respect of Senior Debt or Subordinated Debt or obligations
which, by their terms, are expressly stated to be not superior in right of
payment to the Debentures or to rank pari passu in right of payment with the
Debentures. For purposes of this definition, "claim" shall have the meaning
assigned thereto in Section 101(4) of the United States Bankruptcy Code of
1978, as amended.

           "Administrative Trustees" shall have the meaning set forth in the
Trust Agreement.

           "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 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.

           "Applicable Bank Regulatory Authorities" means the Board of
Governors of the Federal Reserve System or other bank regulatory authority then
having regulatory authority over the Company.

           "Authenticating Agent" means an authenticating agent with respect to
the Debentures appointed by the Trustee pursuant to Section 2.12.

           "Bankruptcy Law" means Title 11, U.S. Code, or any similar federal
or state law enacted for the relief of debtors.

           "Board of Directors" means the Board of Directors of the Company or
any duly authorized committee of such Board or any other duly designated
officers of the Company.

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

           "Business Day" means, with respect to the Debentures, any day other
than a Saturday or a Sunday or a day on which federal or state banking
institutions in Nashville, Tennessee are authorized or required by law,
executive order or regulation to close, or a day on which the Corporate Trust
Office of the Trustee or the Property Trustee is closed for business.

           "Capital Event" means the receipt by the Trust of an Opinion of
Counsel experienced in such matters (which may be counsel to the Company) that
the Company cannot, or within 90 days after the date of the Opinion of such
Counsel will not, be permitted by the Applicable Bank Regulatory Authorities,
due to an amendment to or a change in law, regulation, policy or guideline or
interpretation or application of law or regulation, policy or guideline or
interpretation, or any administrative interpretation or judicial decision


                                       3

<PAGE>   10

interpreting or applying such law, regulation, policy, guideline or
interpretation, to account for at least 25% of the Preferred Securities as Tier
I capital under the capital guidelines or policies of the applicable regulatory
authorities.

           "Certificate" means a certificate signed by the principal executive
officer, the principal financial officer, the principal accounting officer, the
treasurer or any vice president of the Company. The Certificate need not comply
with the provisions of Section 15.7.

           "Change in 1940 Act Law" shall have the meaning set forth in the
definition of "Investment Company Event."

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

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

           "Company" means Franklin Financial Corporation and, subject to the
provisions of Article XII, shall also include its successors and assigns.

           "Compounded Interest" shall have the meaning set forth in Section
4.1.

           "Corporate Trust Office" means the office of the Trustee at which,
at any particular time, its corporate trust business shall be principally
administered, which office at the date hereof is located at 424 Church Street,
6th Floor, Nashville, Tennessee 37219.

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

           "Debentures" shall have the meaning set forth in the Recitals hereto.

           "Debentureholder," "holder of Debentures," "registered holder," or
other similar term, means the Person or Persons in whose name or names a
particular Debenture shall be registered on the books of the Company or the
Trustee kept for that purpose in accordance with the terms of this Indenture.

           "Debenture Register" shall have the meaning set forth in Section
2.7(b).

           "Debt" means with respect to any Person, whether recourse is to all
or a portion of the assets of such Person and whether or not contingent, (i)
every obligation of such Person for money borrowed; (ii) every obligation of
such Person evidenced by bonds, debentures, notes or other similar instruments,
including obligations incurred in connection with the acquisition of property,
assets or businesses; (iii) every reimbursement obligation of such Person with
respect to letters of credit, bankers' acceptances or similar facilities issued
for the account of such Person; (iv) every obligation of such Person issued or
assumed as the deferred purchase price of property or services (but excluding
trade accounts payable or accrued


                                       4

<PAGE>   11

liabilities arising in the ordinary course of business); (v) every capital
lease obligation of such Person; and (vi) every obligation of the type referred
to in clauses (i) through (v) of another Person and all dividends of another
Person the payment of which, in either case, such Person has guaranteed or is
responsible or liable, directly or indirectly, as obligor or otherwise.

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

           "Deferred Interest" shall have the meaning set forth in Section 4.1.

           "Depositary" means, with respect to Subordinated Debentures issued
as a Global Subordinated Debenture, The Depository Trust Company, New York, New
York, another clearing agency, or any successor registered as a clearing agency
under the Exchange Act, or other applicable statute or regulation, which, in
each case, shall be designated by the Company pursuant to either Section 2.1 or
2.4.

           "Dissolution Event" means that as a result of the occurrence and
continuation of a Special Event, the Trust is to be dissolved in accordance
with the Trust Agreement and the Debentures held by the Property Trustee are to
be distributed to the holders of the Trust Securities issued by the Trust pro
rata in accordance with the Trust Agreement.

           "Event of Default" means, with respect to the Debentures, any event
specified in Section 7.1, which has continued for the period of time, if any,
and after the giving of the notice, if any, therein designated.

           "Exchange Act," means the Securities Exchange Act of 1934, as
amended, as in effect at the date of execution of this instrument.

           "Extended Interest Payment Period" shall have the meaning set forth
in Section 4.1.

           "Generally Accepted Accounting Principles" means such accounting
principles as are generally accepted at the time of any computation required
hereunder.

           "Global Subordinated Debenture" has the meaning specified in Section
2.4(a) and complying with the form of debenture attached as Exhibit A to this
Indenture, evidencing all Outstanding Subordinated Debentures, issued to and
registered in the name of the Depositary or its nominee, all in accordance with
this Indenture.

           "Governmental Obligations" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged; or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States
of America, the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America that, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act) as custodian with respect to any such Governmental
Obligation or a specific payment of principal of or interest on any such
Governmental Obligation held by such custodian for the account of the holder of
such depositary receipt; provided, however, that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depositary receipt from any amount received by


                                       5

<PAGE>   12

the custodian in respect of the Governmental Obligation or the specific payment
of principal of or interest on the Governmental Obligation evidenced by such
depositary receipt.

           "Guarantee" means any guarantee that the Company may enter into with
the Trustee or other Persons that operate directly or indirectly for the
benefit of holders of Preferred Securities.

           "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.

           "Indenture" means this instrument as originally executed or as it
may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into in accordance with the terms hereof.

           "Interest Payment Date," when used with respect to any installment
of interest on the Debentures, means the date specified in the Debenture or in
a Board Resolution or in an indenture supplemental hereto with respect to the
Debentures as the fixed date on which an installment of interest with respect
to the Debentures is due and payable.

           "Interest Period" means the period which begins on an Interest
Payment Date and continues until the day immediately preceding the next
Interest Payment Date.

           "Interest Rate" means a variable rate per annum, reset quarterly,
equal to ____ basis points over 3-month LIBOR, determined as of the
Determination Date.

           "Investment Company Act," means the Investment Company Act of 1940,
as amended, as in effect at the date of execution of this instrument.

           "Investment Company Event" means the receipt by the Trust of an
Opinion of Counsel, rendered by a law firm experienced in such matters (which
may be counsel to the Company), to the effect that, as a result of the
occurrence of a change in law or regulation or a change in interpretation or
application of law or regulation by any legislative body, court, governmental
agency or regulatory authority (a "Change in 1940 Act Law"), the Trust is or
shall be considered an "investment company" that is required to be registered
by virtue of a Change in 1940 Act Law that becomes effective on or after the
date of original issuance of the Preferred Securities under the Trust
Agreement.

           "Maturity Date" means the date on which the Debentures mature and on
which the principal shall be due and payable together with all accrued and
unpaid interest thereon including Compounded Interest and Additional Interest,
if any.

           "Ministerial Action" shall have the meaning set forth in Section 3.2.

           "Officers' Certificate" means a certificate signed by the President
or a Vice President and by the Treasurer or an Assistant Treasurer or the
Controller or an Assistant Controller or the Secretary or an Assistant
Secretary of the Company that is delivered to the Trustee in accordance with
the terms hereof. Each such certificate shall include the statements provided
for in Section 15.7, if and to the extent required by the provisions thereof.


                                       6

<PAGE>   13

           "Opinion of Counsel" means an opinion in writing of legal counsel,
who may be an employee of or counsel for the Company, that is delivered to the
Trustee in accordance with the terms hereof. Each such opinion shall include
the statements provided for in Section 15.7, if and to the extent required by
the provisions thereof.

           "Outstanding," when used with reference to the Debentures, means,
subject to the provisions of Section 10.4, as of any particular time, all
Debentures theretofore authenticated and delivered by the Trustee under this
Indenture, except (a) Debentures theretofore canceled by the Trustee or any
paying agent, or delivered to the Trustee or any paying agent for cancellation
or that have previously been canceled; (b) Debentures or portions thereof for
the payment or redemption of which moneys or Governmental Obligations 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, however, that if such Debentures or portions of such
Debentures are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as in Article III provided, or provision
satisfactory to the Trustee shall have been made for giving such notice; and
(c) Debentures in lieu of or in substitution for which other Debentures shall
have been authenticated and delivered pursuant to the terms of Section 2.7.

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

           "Predecessor Debenture" means every previous Debenture evidencing
all or a portion of the same debt as that evidenced by such particular
Debenture; and, for the purposes of this definition, any Debenture
authenticated and delivered under Section 2.9 in lieu of a lost, destroyed or
stolen Debenture shall be deemed to evidence the same debt as the lost,
destroyed or stolen Debenture.

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

           "Property Trustee" has the meaning set forth in the Trust Agreement.

           "Redemption Date" means the date fixed for redemption of any
Debenture pursuant to this Indenture.

           "Redemption Price" shall have the meaning set forth in Section 3.2.

           "Responsible Officer" when used with respect to the Trustee means
the Chairman of the Board of Directors, the President, the Secretary or the
Treasurer; or any corporate trust officer or any other officer or assistant
officer of the Trustee located at the Corporate Trust Office and customarily
performing functions similar to those performed by the Persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of his or her knowledge of and familiarity with the particular
subject.

           "Scheduled Maturity Date" means ______________, 2030.


                                       7

<PAGE>   14

           "Securities Act," means the Securities Act of 1933, as amended, as
in effect at the date of execution of this instrument.

           "Senior Debt" means the principal of (and premium, if any) and
interest, if any (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company whether or
not such claim for post-petition interest is allowed in such proceeding), on
Debt, whether incurred on or prior to the date of this Indenture or thereafter
incurred, unless, in the instrument creating or evidencing the same or pursuant
to which the same is outstanding, it is provided that such obligations are not
superior in right of payment to the Debentures or to other Debt which is pari
passu with, or subordinated to, the Debentures; provided, however, that Senior
Debt shall not be deemed to include (i) any Debt of the Company which when
incurred and without respect to any election under section 1111(b) of the
United States Bankruptcy Code of 1978, as amended, was without recourse to the
Company; (ii) any Debt of the Company to any of its subsidiaries; (iii) any
Debt to any employee of the Company; (iv) any Debt which by its terms is
subordinated to trade accounts payable or accrued liabilities arising in the
ordinary course of business to the extent that payments made to the holders of
such Debt by the holders of the Debentures as a result of the subordination
provisions of this Indenture would be greater than they otherwise would have
been as a result of any obligation of such holders to pay amounts over to the
obligees on such trade accounts payable or accrued liabilities arising in the
ordinary course of business as a result of subordination provisions to which
such Debt is subject; and (v) any Debt which constitutes Subordinated Debt.

           "Senior Indebtedness" shall have the meaning set forth in Section
16.1.

           "Special Event" means a Tax Event, a Capital Event or an Investment
Company Event.

           "Subordinated Debt" means the principal of (and premium, if any) and
interest, if any (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company whether or
not such claim for post-petition interest is allowed in such proceeding), on
Debt, whether incurred on or prior to the date of this Indenture or thereafter
incurred, which is by its terms expressly provided to be junior and subordinate
to other Debt of the Company (other than the Debentures).

           "Subsidiary" means, with respect to any Person, (i) any corporation
at least a majority of whose outstanding Voting Stock shall at the time be
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, at least a majority of
whose outstanding partnership or similar 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.

           "Tax Event" means the receipt by the Trust of an Opinion of Counsel,
rendered by a law firm experienced in such matters (which may be counsel to the
Company), to the effect that, as a result of 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 as a result of 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 issuance of the Preferred
Securities under the Trust Agreement, there is more than an insubstantial risk
that (i) the Trust is, or shall be within 90 days after the date of such
Opinion of Counsel, subject to United States federal income tax with respect to
income received or accrued on the Debentures; (ii) interest payable by the
Company on the Debentures is not, or within 90 days after the date of such


                                       8

<PAGE>   15

Opinion of Counsel, shall not be, deductible by the Company, in whole or in
part, for United States federal income tax purposes; or (iii) the Trust is, or
shall be within 90 days after the date of such Opinion of Counsel, subject to
more than a de minimis amount of other taxes, duties, assessments or other
governmental charges. The Trust or the Company shall request and receive an
Opinion of Counsel with regard to such matters within a reasonable period of
time after the Trust or the Company shall have become aware of the possible
occurrence of any of the events described in clauses (i) through (iii) above.

           "Trust" means Franklin Capital Trust I, a Delaware statutory
business trust.

           "Trust Agreement" means the Amended and Restated Trust Agreement,
dated ____________, 2000, of the Trust.

           "Trustee" means SunTrust Bank and, subject to the provisions of
Article IX, shall also include its successors and assigns, and, if at any time
there is more than one Person acting in such capacity hereunder, "Trustee"
shall mean each such Person.

           "Trust Indenture Act," means the Trust Indenture Act of 1939, as
amended, subject to the provisions of Sections 11.1, 11.2, and 12.1, as in
effect at the date of execution of this Indenture; provided, however, that in
the event the Trust Indenture Act is amended after such date, the term shall
mean, to the extent required by any such amendment, the Trust Indenture Act of
1939, as so amended.

           "Trust Securities" means the Common Securities and Preferred
Securities, collectively.

           "Voting Stock," as applied to stock of any Person, means shares,
interests, participations or other equivalents in the equity interest (however
designated) in such Person having ordinary voting power for the election of a
majority of the directors (or the 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.
                     ISSUE, DESCRIPTION, TERMS, CONDITIONS
                  REGISTRATION AND EXCHANGE OF THE DEBENTURES

           Section 2.1.    Designation and Principal Amount. There is hereby
authorized Debentures designated the "Floating Rate Subordinated Debentures due
____________, 2030, limited in aggregate principal amount to $__________, which
amount shall be as set forth in any written order of the Company for the
authentication and delivery of Debentures pursuant to Section 2.6.

           Section 2.2.    Maturity.  The Maturity Date shall be the Scheduled
Maturity Date.

           Section 2.3.    Form and Payment. The Debentures shall be issued in
fully registered certificated form without interest coupons. Principal and
interest on the Debentures issued in certificated form shall be payable, the
transfer of such Debentures shall be registrable and such Debentures shall be
exchangeable for Debentures bearing identical terms and provisions at the
office or agency of the Trustee; provided, however, that payment of interest
may be made at the option of the Company by check mailed to the holder at such
address as shall appear in the Debenture Register or, with respect to any
holder of Debentures in an aggregate principal amount of not less than
$1,000,000, by wire transfer to an account maintained by the holder as
specified in the Debenture Register, provided that the holder provides proper
transfer instructions by the regular record date. Notwithstanding the
foregoing, so long as the holder of any Debentures is the Property


                                       9

<PAGE>   16

Trustee, the payment of the principal of and interest (including Compounded
Interest and Additional Interest, if any) on such Debentures held by the
Property Trustee shall be made at such place and to such account as may be
designated by the Property Trustee.

           Section 2.4.    Global Subordinated Debenture. (a) In connection with
a Dissolution Event: (i) the Subordinated Debentures in certificated form may
be presented to the Trustee by the Property Trustee in exchange for a Global
Subordinated Debenture in an aggregate principal amount equal to the aggregate
principal amount of all outstanding Subordinated Debentures (a "Global
Subordinated Debenture"), to be registered in the name of the Depositary, or
its nominee, and delivered by the Trustee to the Depositary for crediting to
the accounts of its participants pursuant to the instructions of the
Administrative Trustees. The Company upon any such presentation shall execute a
Global Subordinated Debenture in such aggregate principal amount and deliver
the same to the Trustee for authentication and delivery in accordance with this
Indenture. Payments on the Subordinated Debentures issued as a Global
Subordinated Debenture will be made to the Depositary; and (ii) if any
Preferred Securities are held in non book-entry certificated form, the
Subordinated Debentures in certificated form may be presented to the Trustee by
the Property Trustee and any Preferred Securities Certificate which represents
Preferred Securities other than Preferred Securities held by the Depositary or
its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent
beneficial interests in Subordinated Debentures presented to the Trustee by the
Property Trustee having an aggregate principal amount equal to the aggregate
Liquidation Amount of the Non Book-Entry Preferred Securities until such
Preferred Securities Certificates are presented to the Securities Registrar for
transfer or reissuance at which time such Preferred Securities Certificates
will be canceled and a Subordinated Debenture, registered in the name of the
holder of the Preferred Securities Certificate or the transferee of the holder
of such Preferred Securities Certificate, as the case may be, with an aggregate
principal amount equal to the aggregate Liquidation Amount of the Preferred
Securities Certificate canceled, will be executed by the Company and delivered
to the Trustee for authentication and delivery in accordance with this
Indenture. On issue of such Subordinated Debentures, Subordinated Debentures
with an equivalent aggregate principal amount that were presented by the
Property Trustee to the Trustee will be deemed to have been canceled.

           (b)    A Global Subordinated Debenture may be transferred, in whole
but not in part, only to another nominee of the Depositary, or to a successor
Depositary selected or approved by the Company or to a nominee of such
successor Depositary.

           (c)    If (i)(A) at any time the Depositary notifies the Company that
it is unwilling or unable to continue as Depositary or (B) at any time the
Depositary for such series shall no longer be registered or in good standing
under the Exchange Act or other applicable statute or regulation, and a
successor Depositary for such series is not appointed by the Company within 90
days after the Company receives such notice or becomes aware of such condition,
as the case may be, or (ii) there shall have occurred and be continuing an
Event of Default, the Company will execute, and the Trustee, upon written
notice from the Company, will authenticate and deliver in exchange for such
Global Subordinated Debenture the Subordinated Debentures in definitive
registered form without coupons, in authorized denominations, and in an
aggregate principal amount equal to the principal amount of the Global
Subordinated Debenture. In addition, the Company may at any time determine that
the Subordinated Debentures shall no longer be represented by a Global
Subordinated Debenture. In such event the Company will execute, and the
Trustee, upon receipt of an Officers' Certificate evidencing such determination
by the Company, will authenticate and deliver in exchange for such Global
Subordinated Debenture the Subordinated Debentures in definitive registered
form without coupons, in authorized denominations, and in an aggregate
principal amount equal to the principal amount of the Global Subordinated
Debenture. Upon the exchange of the Global Subordinated Debenture for such
Subordinated Debentures in definitive registered form without coupons, in
authorized


                                       10

<PAGE>   17

denominations, the Global Subordinated Debenture shall be canceled by the
Trustee. Such Subordinated Debentures in definitive registered form issued in
exchange for the Global Subordinated Debenture shall be registered in such
names and in such authorized denominations as the Depositary, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Subordinated Debentures to
the Depositary for delivery to the Persons in whose names such Subordinated
Debentures are so registered.

           Section 2.5.    Interest. (a) Each Debenture shall bear interest at
the Interest Rate from the original date of issuance 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 Interest Rate, compounded quarterly,
payable (subject to the provisions of Article IV) quarterly in arrears on
January 15, April 15, July 15, and October 15 of each year (each, an "Interest
Payment Date") commencing on October 15, 2000, to the Person in whose name such
Debenture or any Predecessor Debenture is registered, at the close of business
on the regular record date for such interest installment, which shall be the
first day of the first month of the calendar quarter, which, in respect of (i)
Subordinated Debentures of which the Property Trustee is the Holder and the
Preferred Securities are in book-entry-only form or (ii) a Global Subordinated
Debenture, shall be the close of business on the Business Day next preceding
that Interest Payment Date. Notwithstanding the foregoing sentence, if (A) the
Subordinated Debentures are held by the Property Trustee and the Preferred
Securities are no longer in book-entry only form or (B) the Subordinated
Debentures are not held by the Property Trustee and are not represented by a
Global Subordinated Debenture, the record date for such interest installment
shall be the first day of the month in which such payment is to be made. The
amount of each interest payment due with respect to the Subordinated Debentures
will include amounts accrued through the date the interest payment is due.

           (b)    The amount of interest payable for any period shall be
computed on the basis of a 360-day year of twelve 30-day months. Except as
provided in the following sentence, the amount of interest payable for any
period shorter than a full quarterly period for which interest is computed,
shall be computed on the basis of the actual number of days elapsed in such
period. In the event that any date on which interest is payable on the
Debentures is not a Business Day, then payment of interest payable on such date
shall be made on the next succeeding day which is a Business Day (and without
any interest or other payment in respect of any such delay), except that, if
such Business Day is in the next succeeding calendar year, such payment shall
be made on the next preceding day which is a Business Day, in each case with
the same force and effect as if made on the date such payment was originally
payable.

           (c)    If, at any time while the Property Trustee is the holder of
any Debentures, the Trust or the Property 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 case, the Company shall pay as additional interest ("Additional
Interest") on the Debentures held by the Property Trustee, such additional
amounts as shall be required so that the net amounts received and retained by
the Trust and the Property Trustee after paying such taxes, duties, assessments
or other governmental charges shall be equal to the amounts the Trust and the
Property Trustee would have received had no such taxes, duties, assessments or
other governmental charges been imposed.

           Section 2.6.    Execution and Authentications. (a) The Debentures
shall be signed on behalf of the Company by its Chairman, President or one of
its Vice Presidents, under its corporate seal attested by its Secretary or one
of its Assistant Secretaries. Signatures may be in the form of a manual or
facsimile signature. The Company may use the facsimile signature of any Person
who shall have been a Chairman, President or Vice President thereof, or of any
Person who shall have been a Secretary or Assistant Secretary


                                       11

<PAGE>   18

thereof, notwithstanding the fact that at the time the Debentures shall be
authenticated and delivered or disposed of such Person shall have ceased to be
the Chairman, President or a Vice President, or the Secretary or an Assistant
Secretary, of the Company. The seal of the Company may be in the form of a
facsimile of such seal and may be impressed, affixed, imprinted or otherwise
reproduced on the Debentures. The Debentures may contain such notations,
legends or endorsements required by law, stock exchange rule or usage. Each
Debenture shall be dated the date of its authentication by the Trustee.

           (b)    A Debenture shall not be valid until authenticated manually by
an authorized signatory of the Trustee, or by an Authenticating Agent. Such
signature shall be conclusive evidence that the Debenture so authenticated has
been duly authenticated and delivered hereunder and that the holder is entitled
to the benefits of this Indenture.

           (c)    At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Debentures executed by the
Company to the Trustee for authentication, together with a written order of the
Company for the authentication and delivery of such Debentures signed by its
Chairman, President or any Vice President and its Treasurer or any Assistant
Treasurer, and the Trustee in accordance with such written order shall
authenticate and deliver such Debentures.

           (d)    In authenticating such Debentures and accepting the
additional responsibilities under this Indenture in relation to such
Debentures, the Trustee shall be entitled to receive, and (subject to Section
9.1) shall be fully protected in relying upon, an Opinion of Counsel stating
that the form and terms thereof have been established in conformity with the
provisions of this Indenture.

           (e)    The Trustee shall not be required to authenticate such
Debentures if the issue of such Debentures pursuant to this Indenture shall
affect the Trustee's own rights, duties or immunities under the Debentures and
this Indenture or otherwise in a manner that is not reasonably acceptable to
the Trustee.

           Section 2.7.    Registration of Transfer and Exchange. (a) Debentures
may be exchanged upon presentation thereof at the office or agency of the
Company designated for such purpose in Franklin, Tennessee for other Debentures
and for a like aggregate principal amount, upon payment of a sum sufficient to
cover any tax or other governmental charge in relation thereto, all as provided
in this Section 2.7. In respect of any Debentures so surrendered for exchange,
the Company shall execute, the Trustee shall authenticate and such office or
agency shall deliver in exchange therefor the Debenture or Debentures that the
Debentureholder making the exchange shall be entitled to receive, bearing
numbers not contemporaneously outstanding.

           (b)    The Company shall keep, or cause to be kept, at its office or
agency designated for such purpose in Franklin, Tennessee or such other
location designated by the Company, a register or registers (herein referred to
as the "Debenture Register") in which, subject to such reasonable regulations
as it may prescribe, the Company shall register the Debentures and the
transfers of Debentures as in this Article II provided and which at all
reasonable times shall be open for inspection by the Trustee. The registrar for
the purpose of registering Debentures and transfer of Debentures as herein
provided initially will be the Trustee. The registrar thereafter may be
appointed as authorized by Board Resolution (the "Debenture Registrar"). Upon
surrender for transfer of any Debenture at the office or agency of the Company
designated for such purpose, the Company shall execute, the Trustee shall
authenticate and such office or agency shall deliver in the name of the
transferee or transferees a new Debenture or Debentures for a like aggregate
principal amount. All Debentures presented or surrendered for exchange or
registration of transfer, as provided in this Section 2.7, shall be accompanied
(if so required by the Company or the Debenture Registrar) by a written


                                       12

<PAGE>   19

instrument or instruments of transfer, in form satisfactory to the Company or
the Debenture Registrar, duly executed by the registered holder or by such
holder's duly authorized attorney in writing.

           (c)    No service charge shall be made for any exchange or
registration of transfer of Debentures, or issue of new Debentures in case of
partial redemption, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge in relation thereto, other than
exchanges pursuant to Section 2.7, Section 3.5(b) and Section 11.4 not
involving any transfer.

           (d)    The Company shall not be required (i) to issue, exchange or
register the transfer of any Debentures during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of less than all the Outstanding Debentures and ending at the close
of business on the day of such mailing; nor (ii) to register the transfer of or
exchange any Debentures or portions thereof called for redemption.

           Section 2.8.    Temporary Debentures. Pending the preparation of
definitive Debentures, the Company may execute, and the Trustee shall
authenticate and deliver, temporary Debentures (printed, lithographed, or
typewritten). Such temporary Debentures shall be substantially in the form of
the definitive Debentures in lieu of which they are issued, but with such
omissions, insertions and variations as may be appropriate for temporary
Debentures, all as may be determined by the Company. Every temporary Debenture
shall be executed by the Company and be authenticated by the Trustee upon the
same conditions and in substantially the same manner, and with like effect, as
the definitive Debentures. Without unnecessary delay the Company shall execute
and shall furnish definitive Debentures and thereupon any or all temporary
Debentures may be surrendered in exchange therefor (without charge to the
holders), at the office or agency of the Company designated for the purpose in
Franklin, Tennessee, and the Trustee shall authenticate and such office or
agency shall deliver in exchange for such temporary Debentures an equal
aggregate principal amount of definitive Debentures, unless the Company advises
the Trustee to the effect that definitive Debentures need not be executed and
furnished until further notice from the Company. Until so exchanged, the
temporary Debentures shall be entitled to the same benefits under this
Indenture as definitive Debentures authenticated and delivered hereunder.

           Section 2.9.    Mutilated, Destroyed, Lost or Stolen Debentures. (a)
In case any temporary or definitive Debenture shall become mutilated or be
destroyed, lost or stolen, the Company (subject to the next succeeding
sentence) shall execute, and upon the Company's request the Trustee (subject as
aforesaid) shall authenticate and deliver, a new Debenture bearing a number not
contemporaneously outstanding, in exchange and substitution for the mutilated
Debenture, or in lieu of and in substitution for the Debenture so destroyed,
lost or stolen. In every case the applicant for a substituted Debenture shall
furnish to the Company and the Trustee such security or indemnity as may be
required by them to save each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Company and
the Trustee evidence to their satisfaction of the destruction, loss or theft of
the applicant's Debenture and of the ownership thereof. The Trustee may
authenticate any such substituted Debenture and deliver the same upon the
written request or authorization of any officer of the Company. Upon the
issuance of any substituted Debenture, the Company may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Trustee) connected therewith. In case any Debenture that has
matured or is about to mature shall become mutilated or be destroyed, lost or
stolen, the Company may, instead of issuing a substitute Debenture, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated Debenture) if the applicant for such payment shall furnish to
the Company and the Trustee such security or indemnity as they


                                       13

<PAGE>   20

may require to save them harmless, and, in case of destruction, loss or theft,
evidence to the satisfaction of the Company and the Trustee of the destruction,
loss or theft of such Debenture and of the ownership thereof.

           (b)    Every replacement Debenture issued pursuant to the provisions
of this Section 2.9 shall constitute an additional contractual obligation of
the Company whether or not the mutilated, destroyed, lost or stolen Debenture
shall be found at any time, or be enforceable by anyone, and shall be entitled
to all the benefits of this Indenture equally and proportionately with any and
all other Debentures duly issued hereunder. All Debentures shall be held and
owned upon the express condition that the foregoing provisions are exclusive
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Debentures, and shall preclude (to the extent lawful) any and all other
rights or remedies, notwithstanding any law or statute existing or hereafter
enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

           Section 2.10.   Cancellation. All Debentures surrendered for the
purpose of payment, redemption, exchange or registration of transfer shall, if
surrendered to the Company or any paying agent, be delivered to the Trustee for
cancellation, or, if surrendered to the Trustee, shall be canceled by it, and
no Debentures shall be issued in lieu thereof except as expressly required or
permitted by any of the provisions of this Indenture. On written request of the
Company at the time of such surrender, the Trustee shall deliver to the Company
canceled Debentures held by the Trustee. In the absence of such request the
Trustee may dispose of canceled Debentures in accordance with its standard
procedures and deliver a certificate of disposition to the Company. If the
Company shall otherwise acquire any of the Debentures, however, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Debentures unless and until the same are
delivered to the Trustee for cancellation.

           Section 2.11.   Benefit of Indenture. Except as provided in Section
15.13, Nothing in this Indenture or in the Debentures, express or implied,
shall give or be construed to give to any Person, other than the parties hereto
and the holders of the Debentures (and, with respect to the provisions of
Article XVI, the holders of Senior Indebtedness) any legal or equitable right,
remedy or claim under or in respect of this Indenture, or under any covenant,
condition or provision herein contained; all such covenants, conditions and
provisions being for the sole benefit of the parties hereto and of the holders
of the Debentures (and, with respect to the provisions of Article XVI, the
holders of Senior Indebtedness).

           Section 2.12.   Authentication Agent. (a) So long as any of the
Debentures remain Outstanding there may be an Authenticating Agent for any or
all such Debentures, which the Trustee shall have the right to appoint. Said
Authenticating Agent shall be authorized to act on behalf of the Trustee to
authenticate Debentures issued upon exchange, transfer or partial redemption
thereof, and Debentures so authenticated shall be entitled to the benefits of
this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. All references in this Indenture to the
authentication of Debentures by the Trustee shall be deemed to include
authentication by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall be a corporation that has a combined
capital and surplus, as most recently reported or determined by it, sufficient
under the laws of any jurisdiction under which it is organized or in which it
is doing business to conduct a trust business, and that is otherwise authorized
under such laws to conduct such business and is subject to supervision or
examination by federal or state authorities. If at any time any Authenticating
Agent shall cease to be eligible in accordance with these provisions, it shall
resign immediately.

           (b)    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 (and upon request by the Company shall)


                                       14

<PAGE>   21

terminate the agency of any Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon resignation,
termination or cessation of eligibility of any Authenticating Agent, the
Trustee may appoint an eligible successor Authenticating Agent acceptable to
the Company. Any successor Authenticating Agent, upon acceptance of its
appointment hereunder, shall become vested with all the rights, powers and
duties of its predecessor hereunder as if originally named as an Authenticating
Agent pursuant hereto.

                                  ARTICLE III.
                            REDEMPTION OF DEBENTURES

           Section 3.1.    Redemption. Subject to the Company's having received
prior approval of the Applicable Bank Regulatory Authorities, if then required
under the applicable capital guidelines or policies of the Applicable Bank
Regulatory Authorities, the Company may redeem the Debentures issued hereunder
on and after the dates set forth in and in accordance with the terms of this
Article III.

           Section 3.2.    Special Event Redemption. Subject to the Company's
having received the prior approval of the Applicable Bank Regulatory
Authorities, if then required under the applicable capital guidelines or
policies of the Applicable Bank Regulatory Authorities, if a Special Event has
occurred and is continuing, then, notwithstanding Section 3.3(a) but subject to
Section 3.3(b), the Company shall have the right upon not less than 30 days'
nor more than 60 days' notice to the holders of the Debentures to redeem the
Debentures, in whole but not in part, for cash within 180 days following the
occurrence of such Special Event (the "180-Day Period") at a redemption price
equal to 100% of the principal amount to be redeemed plus any accrued and
unpaid interest thereon to the date of such redemption (the "Redemption
Price"), provided that if at the time there is available to the Company the
opportunity to eliminate, within the 180-Day Period, a Tax Event by taking
some ministerial action (a "Ministerial Action"), such as filing a form or
making an election, or pursuing some other similar reasonable measure which has
no adverse effect on the Company, the Trust or the holders of the Trust
Securities issued by the Trust, the Company shall pursue such Ministerial
Action in lieu of redemption. The Redemption Price shall be paid prior to 12:00
noon, Nashville, Tennessee time, on the date of such redemption or such earlier
time as the Company determines, provided that the Company shall deposit with
the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m.,
Nashville, Tennessee time, on the date such Redemption Price is to be paid.

           Section 3.3.    Optional Redemption by Company. Except as otherwise
may be specified in this Indenture, the Company shall have the right to redeem
the Debentures, in whole or in part, from time to time, on or after
_____________, 2005, at a Redemption Price equal to 100% of the principal
amount to be redeemed plus any accrued and unpaid interest thereon to the date
of such redemption. Any redemption pursuant to this Section 3.3 shall be made
upon not less than 30 days' nor more than 60 days' notice to the holder of the
Debentures, at the Redemption Price. If the Debentures are only partially
redeemed pursuant to this Section 3.3, the Debentures shall be redeemed by lot
or in such other manner as the Trustee shall deem appropriate and fair in its
discretion; provided, that if at the time of redemption the Subordinated
Debentures are registered as a Global Subordinated Debenture, the Depositary
shall determine, in accordance with its procedures, the principal amount of
such Subordinated Debentures held by each Holder of Subordinated Debentures to
be redeemed. The Redemption Price shall be paid prior to 12:00 noon, Nashville,
Tennessee time, on the date of such redemption or at such earlier time as the
Company determines provided that the Company shall deposit with the Trustee an
amount sufficient to pay the Redemption Price by 10:00 a.m., Nashville,
Tennessee time, on the date such Redemption Price is to be paid.


                                       15

<PAGE>   22

           Section 3.4.    Notice of Redemption. (a) In case the Company shall
desire to exercise such right to redeem all or, as the case may be, a portion
of the Debentures in accordance with the right reserved so to do, the Company
shall, or shall cause the Trustee to upon receipt of 45 days' written notice
from the Company, give notice of such redemption to holders of the Debentures
to be redeemed by mailing, first class postage prepaid, a notice of such
redemption not less than 30 days and not more than 60 days before the date
fixed for redemption to such holders at their last addresses as they shall
appear upon the Debenture Register unless a shorter period is specified in the
Debentures to be redeemed. Any notice that is mailed in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not
the registered holder receives the notice. In any case, failure duly to give
such notice to the holder of any Debenture designated for redemption in whole
or in part, or any defect in the notice, shall not affect the validity of the
proceedings for the redemption of any other Debentures. In the case of any
redemption of Debentures prior to the expiration of any restriction on such
redemption provided in the terms of such Debentures or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with any such restriction. Each such notice of redemption
shall specify the date fixed for redemption and the Redemption Price and shall
state that payment of the Redemption Price shall be made at the office or
agency of the Company in Franklin, Tennessee or at the Corporate Trust Office,
upon presentation and surrender of such Debentures, that interest accrued to
the date fixed for redemption shall be paid as specified in said notice and
that from and after said date interest shall cease to accrue. If less than all
the Debentures are to be redeemed, the notice to the holders of the Debentures
shall specify the particular Debentures to be redeemed. If the Debentures are
to be redeemed in part only, the notice shall state the portion of the
principal amount thereof to be redeemed and shall state that on and after the
redemption date, upon surrender of such Debenture, a new Debenture or
Debentures in principal amount equal to the unredeemed portion thereof shall be
issued.

           (b)    If less than all the Debentures are to be redeemed, the
Company shall give the Trustee at least 45 days' notice in the form of an
Officer's Certificate in advance of the date fixed for redemption as to the
aggregate principal amount of Debentures to be redeemed, and thereupon the
Trustee shall select, pro rata, by lot or in such other manner as it shall deem
appropriate and fair in its discretion, the portion or portions (equal to
$10,000.00 or any integral multiple thereof) of the Debentures to be redeemed
and shall thereafter promptly notify the Company in writing of the numbers of
the Debentures to be redeemed, in whole or in part. The Company may, if and
whenever it shall so elect pursuant to the terms hereof, by delivery of
instructions signed on its behalf by its Chairman, its President or any Vice
President, instruct the Trustee or any paying agent to call all or any part of
the Debentures for redemption and to give notice of redemption in the manner
set forth in this Section 3.4, such notice to be in the name of the Company or
its own name as the Trustee or such paying agent may deem advisable. In any
case in which notice of redemption is to be given by the Trustee or any such
paying agent, the Company shall deliver or cause to be delivered to, or permit
to remain with, the Trustee or such paying agent, as the case may be, such
Debenture Register, transfer books or other records, or suitable copies or
extracts therefrom, sufficient to enable the Trustee or such paying agent to
give any notice by mail that may be required under the provisions of this
Section 3.4.

           Section 3.5.    Payment upon Redemption. (a) If the giving of notice
of redemption shall have been completed as above provided, the Debentures or
portions of Debentures to be redeemed specified in such notice shall become due
and payable on the date and at the place stated in such notice at the
applicable Redemption Price, and interest on such Debentures or portions of
Debentures shall cease to accrue on and after the date fixed for redemption,
unless the Company shall default in the payment of such Redemption Price with
respect to any such Debenture or portion thereof. On presentation and surrender
of such Debentures on or after the date fixed for redemption at the place of
payment specified in the notice, said


                                       16

<PAGE>   23

Debentures shall be paid and redeemed at the Redemption Price (but if the date
fixed for redemption is an Interest Payment Date, the interest installment
payable on such date shall be payable to the registered holder at the close of
business on the applicable Interest Payment Date).

           (b)    Upon presentation of any Debenture that is to be redeemed in
part only, the Company shall execute and the Trustee shall authenticate and the
office or agency where the Debenture is presented shall deliver to the holder
thereof, at the expense of the Company, a new Debenture of authorized
denomination in principal amount equal to the unredeemed portion of the
Debenture so presented.

           Section 3.6.    No Sinking Fund. The Debentures are not entitled to
the benefit of any sinking fund.

                                  ARTICLE IV.
                      EXTENSION OF INTEREST PAYMENT PERIOD

           Section 4.1.    Extension of Interest Payment Period. So long as no
Event of Default has occurred and is continuing, the Company shall have the
right, at any time and from time to time during the term of the Debentures, to
defer payments of interest by extending the interest payment period of such
Debentures for a period not exceeding 20 consecutive quarters (the "Extended
Interest Payment Period"), during which Extended Interest Payment Period no
interest shall be due and payable; provided that no Extended Interest Payment
Period may extend beyond the Maturity Date. To the extent permitted by
applicable law, interest, the payment of which has been deferred because of the
extension of the interest payment period pursuant to this Section 4.1, shall
bear interest thereon at the Interest Rate compounded quarterly for each
quarter of the Extended Interest Payment Period ("Compounded Interest"). At the
end of the Extended Interest Payment Period, the Company shall calculate (and
deliver such calculation to the Trustee) and pay all interest accrued and
unpaid on the Debentures, including any Additional Interest and Compounded
Interest (together, "Deferred Interest") that shall be payable to the holders
of the Debentures in whose names the Debentures are registered in the Debenture
Register on the first record date after the end of the Extended Interest
Payment Period. Before the termination of any Extended Interest Payment Period,
the Company may further extend such period, provided that such period together
with all such further extensions thereof shall not exceed 20 consecutive
quarters, or extend beyond the Maturity Date of the Debentures. Upon the
termination of any Extended Interest Payment Period and upon the payment of all
Deferred Interest then due, the Company may commence a new Extended Interest
Payment Period, subject to the foregoing requirements. No interest shall be due
and payable during an Extended Interest Payment Period, except at the end
thereof, but the Company may prepay at any time all or any portion of the
interest accrued during an Extended Interest Payment Period.

           Section 4.2.    Notice of Extension. (a) If the Property Trustee is
the only registered holder of the Debentures at the time the Company selects an
Extended Interest Payment Period, the Company shall give written notice to the
Administrative Trustees, the Property Trustee and the Trustee of its selection
of such Extended Interest Payment Period not less than one Business Day before
the earlier of (i) the next succeeding date on which Distributions on the Trust
Securities issued by the Trust are payable; or (ii) the date the Trust is
required to give notice of the record date, or the date such Distributions are
payable, to the American Stock Exchange Inc. (AMEX) or other applicable
self-regulatory organization or to holders of the Preferred Securities issued
by the Trust, but in any event at least one Business Day before such record
date.

           (b)    If the Property Trustee is not the only holder of the
Debentures at the time the Company selects an Extended Interest Payment Period,
the Company shall give the holders of the Debentures and the Trustee written
notice of its selection of such Extended Interest Payment Period at least one
Business Day


                                       17

<PAGE>   24

before the earlier of (i) the next succeeding Interest Payment Date; or (ii)
the date the Company is required to give notice of the record or payment date
of such interest payment to the American Stock Exchange (AMEX) or other
applicable self-regulatory organization or to holders of the Debentures.

           (c)    The quarter in which any notice is given pursuant to
paragraphs (a) or (b) of this Section 4.2 shall be counted as one of the 20
quarters permitted in the maximum Extended Interest Payment Period permitted
under Section 4.1.

           Section 4.3.    Limitation on Transactions. If (i) the Company shall
exercise its right to defer payment of interest as provided in Section 4.1; or
(ii) there shall have occurred any Event of Default, then (a) the Company shall
not declare or pay any dividend on, make any distributions with respect to, or
redeem, purchase, acquire or make a liquidation payment with respect to, any of
its capital stock (other than as a result of a reclassification of its capital
stock for another class of its capital stock) and (b) the Company shall not
make any payment of interest, principal or premium, if any, or repay,
repurchase or redeem any debt securities issued by the Company which rank pari
passu with or junior to the Debentures; provided, however, that notwithstanding
the foregoing the Company may make payments pursuant to its obligations under
the Preferred Securities Guarantee; and (c) the Company shall not redeem,
purchase or acquire less than all of the outstanding Debentures or any of the
Preferred Securities.

                                   ARTICLE V.
                      PARTICULAR COVENANTS OF THE COMPANY

           Section 5.1.    Payment of Principal and Interest. The Company shall
duly and punctually pay or cause to be paid the principal of and interest on
the Debentures at the time and place and in the manner provided herein.

           Section 5.2.    Maintenance of Agency. So long as any of the
Debentures remain Outstanding, the Company shall maintain, or shall cause to be
maintained, an office or agency in Franklin, Tennessee and at such other
location or locations as may be designated as provided in this Section 5.2,
where (i) Debentures may be presented for payment; (ii) Debentures may be
presented as hereinabove authorized for registration of transfer and exchange;
and (iii) notices and demands to or upon the Company in respect of the
Debentures and this Indenture may be given or served, such designation to
continue with respect to such office or agency until the Company shall, by
written notice signed by its Chairman, its President or a Vice President and
delivered to the Trustee, designate some other office or agency for such
purposes or any of them. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, notices and demands may be made or served
at the Corporate Trust Office of the Trustee, and the Company hereby appoints
the Trustee as its agent to receive all such presentations, notices and
demands. In addition to any such office or agency, the Company may from time to
time designate one or more offices or agencies outside of Franklin, Tennessee
where the Debentures may be presented for registration or transfer and for
exchange in the manner provided herein, 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
Franklin, Tennessee for the purposes above mentioned. The Company shall give
the Trustee prompt written notice of any such designation or rescission
thereof.

           Section 5.3.    Paying Agents.  (a)  The Trustee shall be the
initial paying agent. If the Company shall appoint one or more paying agents
for the Debentures, other than the Trustee, the Company shall cause


                                       18

<PAGE>   25

each 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 5.3:

                  (i)   that it shall hold all sums held by it as such agent for
           the payment of the principal of or interest on the Debentures
           (whether such sums have been paid to it by the Company or by any
           other obligor of such Debentures) in trust for the benefit of the
           Persons entitled thereto;

                  (ii)  that it shall give the Trustee notice of any failure by
           the Company (or by any other obligor of such Debentures) to make any
           payment of the principal of or interest on the Debentures when the
           same shall be due and payable;

                  (iii) that it shall, at any time during the continuance of any
           failure referred to in the preceding paragraph (a)(ii) above, upon
           the written request of the Trustee, forthwith pay to the Trustee all
           sums so held in trust by such paying agent; and

                  (iv)  that it shall perform all other duties of paying agent
           as set forth in this Indenture.

           (b)    If the Company shall act as its own paying agent with respect
to the Debentures, it shall on or before each due date of the principal of or
interest on such Debentures, set aside, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to pay such principal
or interest so becoming due on Debentures until such sums shall be paid to such
Persons or otherwise disposed of as herein provided and shall promptly notify
the Trustee of such action, or any failure (by it or any other obligor on such
Debentures) to take such action. Whenever the Company shall have one or more
paying agents for the Debentures, it shall, prior to each due date of the
principal of or interest on any Debentures, deposit with the paying agent a sum
sufficient to pay the principal or interest so becoming due, such sum to be
held in trust for the benefit of the Persons entitled to such principal or
interest, and (unless such paying agent is the Trustee) the Company shall
promptly notify the Trustee of this action or failure so to act.

           (c)    Notwithstanding anything in this Section 5.3 to the contrary,
(i) the agreement to hold sums in trust as provided in this Section 5.3 is
subject to the provisions of Section 13.3 and 13.4; and (ii) the Company may at
any time, for the purpose of obtaining the satisfaction and discharge of this
Indenture or for any other purpose, pay, or direct any paying agent to pay, to
the Trustee all sums held in trust by the Company or such paying agent, such
sums to be held by the Trustee upon the same terms and conditions as those upon
which such sums were held by the Company or such paying agent; and, upon such
payment by any paying agent to the Trustee, such paying agent shall be released
from all further liability with respect to such money.

           Section 5.4.    Appointment to Fill Vacancy in Office of Trustee. The
Company, whenever necessary to avoid or fill a vacancy in the office of
Trustee, shall appoint, in the manner provided in Section 9.11, a Trustee, so
that there shall at all times be a Trustee hereunder.

           Section 5.5.    Compliance with Consolidation Provisions. The Company
shall not, while any of the Debentures remain outstanding, consolidate with, or
merge into, or merge into itself, or sell or convey all or substantially all of
its property to any other Person unless the provisions of Article XII hereof
are complied with.

           Section 5.6.    Limitation on Transactions.  If Debentures are issued
to the Trust or a trustee of the Trust in connection with the issuance of Trust
Securities by the Trust and (i) there shall have occurred any


                                       19

<PAGE>   26

event that would constitute an Event of Default; (ii) the Company shall be in
default with respect to its payment of any obligations under the Preferred
Securities Guarantee relating to the Trust; or (iii) the Company shall have
given notice of its election to defer payments of interest on such Debentures
by extending the interest payment period as provided in this Indenture and such
period, or any extension thereof, shall be continuing, then (a) the Company
shall not declare or pay any dividend on, make any distributions with respect
to, or redeem, purchase, acquire or make a liquidation payment with respect to,
any of its capital stock (other than as a result of a reclassification of its
capital stock) and (b) the Company shall not make any payment of interest,
principal or premium, if any, or repay, repurchase or redeem any debt
securities issued by the Company which rank pari passu with or junior to the
Debentures; provided, however, that the Company may make payments pursuant to
its obligations under the Preferred Securities Guarantee; and (c) the Company
shall not redeem, purchase or acquire less than all of the outstanding
Debentures or any of the Preferred Securities.

           Section 5.7.    Covenants as to the Trust. For so long as such Trust
Securities of the Trust remain outstanding, the Company shall (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
reasonable efforts to cause the Trust (a) to remain a business trust, except in
connection with a distribution of Debentures, the redemption of all of the
Trust Securities of the Trust or certain mergers, consolidations or
amalgamations, each as permitted by the Trust Agreement, and in each case with
prior approval of the Applicable Bank Regulatory Authorities if then so
required under applicable capital guidelines or policies of the Applicable Bank
Regulatory Authorities; and (b) to otherwise continue not to be treated as an
association taxable as a corporation or partnership for United States federal
income tax purposes; and (iii) use its reasonable efforts to cause each holder
of Trust Securities to be treated as owning an individual beneficial interest
in the Debentures.

           Section 5.8.    Covenants as to Purchases. Prior to ________________,
2005, the Company shall not purchase any Debentures, in whole or in part, from
the Trust, except if a Special Event has occurred.


                                       20
<PAGE>   27
                                   ARTICLE VI.
                       DEBENTUREHOLDERS' LISTS AND REPORTS
                         BY THE COMPANY AND THE TRUSTEE

         Section 6.1. Company to Furnish Trustee Names and Addresses of
Debentureholders. The Company shall furnish or cause to be furnished to the
Trustee (a) on a quarterly basis on each regular record date a list, in such
form as the Trustee may reasonably require, of the names and addresses of the
holders of the Debentures as of such regular record date, provided that the
Company shall not be obligated to furnish or cause to furnish such list at any
time that the list shall not differ in any respect from the most recent list
furnished to the Trustee by the Company; 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; provided, however, that,
in either case, no such list need be furnished if the Trustee shall be the
Debenture Registrar.

         Section 6.2. Preservation of Information; Communications with
Debentureholders. (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 Debentures contained in the most recent list furnished to it as
provided in Section 6.1 and as to the names and addresses of holders of
Debentures received by the Trustee in its capacity as registrar for the
Debentures (if acting in such capacity).

         (b)      The Trustee may destroy any list furnished to it as provided
in Section 6.1 upon receipt of a new list so furnished.

         (c)      Debentureholders may communicate as provided in Section 312(b)
of the Trust Indenture Act with other Debentureholders with respect to their
rights under this Indenture or under the Debentures.

         Section 6.3. Reports by the Company. (a) The Company covenants and
agrees to file with the Trustee, within 15 days after the Company is required to
file the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may from time to time by rules and regulations
prescribe) that the Company may be required to file with the Commission pursuant
to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not
required to file information, documents or reports pursuant to either of such
sections, then to file with the Trustee and the Commission, in accordance with
the rules and regulations prescribed from time to time by the Commission, such
of the supplementary and periodic information, documents and reports that may be
required pursuant to Section 13 of the Exchange Act in respect of a security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations.

         (b)      The Company covenants and agrees to file with the Trustee and
the Commission, in accordance with the rules and regulations prescribed from 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, first
class postage prepaid, or reputable over-night delivery service that provides
for evidence of receipt, to the Debentureholders, as their names and addresses
appear upon the Debenture Register, within 30 days after the filing thereof with
the Trustee, such summaries of any information, documents and reports required
to be filed by the Company


                                       21
<PAGE>   28

pursuant to subsections (a) and (b) of this Section 6.3 as may be required by
rules and regulations prescribed from time to time by the Commission.

         Section 6.4. Reports by the Trustee. (a) On or before July 15 in each
year in which any of the Debentures are Outstanding, the Trustee shall transmit
by mail, first class postage prepaid, to the Debentureholders, as their names
and addresses appear upon the Debenture Register, a brief report dated as of the
preceding May 15, if and to the extent required under Section 313(a) of the
Trust Indenture Act.

         (b)      The Trustee shall comply with Section 313(b) and 313(c) of the
Trust Indenture Act.

         (c)      A copy of each such report shall, at the time of such
transmission to Debentureholders, be filed by the Trustee with the Company, with
each stock exchange upon which any Debentures are listed (if so listed) and also
with the Commission. The Company agrees to notify the Trustee when any
Debentures become listed on any stock exchange.

                                  ARTICLE VII.
                  REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS
                               ON EVENT OF DEFAULT

         Section 7.1. Events of Default. (a) Whenever used herein with respect
to the Debentures, "Event of Default" means any one or more of the following
events that has occurred and is continuing:

                  (i)   the Company defaults in the payment of any installment
         of interest upon any of the Debentures, as and when the same shall
         become due and payable, and continuance of such default for a period of
         30 days; provided, however, that a valid extension of an interest
         payment period by the Company in accordance with the terms of this
         Indenture shall not constitute a default in the payment of interest for
         this purpose;

                  (ii)  the Company defaults in the payment of the principal on
         the Debentures as and when the same shall become due and payable
         whether at maturity, upon redemption, by declaration or otherwise;
         provided, however, that a valid extension of the maturity of such
         Debentures in accordance with the terms of this Indenture shall not
         constitute a default in the payment of principal;

                  (iii) the Company fails to observe or perform any other of its
         covenants or agreements with respect to the Debentures for a period of
         90 days after the date on which written notice of such failure,
         requiring the same to be remedied and stating that such notice is a
         "Notice of Default" hereunder, shall have been given to the Company by
         the Trustee, by registered or certified mail, or to the Company and the
         Trustee by the holders of at least 25% in principal amount of the
         Debentures at the time Outstanding;

                  (iv)  the Company pursuant to or within the meaning of any
         Bankruptcy Law (i) commences a voluntary case; (ii) consents to the
         entry of an order for relief against it in an involuntary case; (iii)
         consents to the appointment of a Custodian of it or for all or
         substantially all of its property; or (iv) makes a general assignment
         for the benefit of its creditors;

                  (v)   a court of competent jurisdiction enters an order under
         any Bankruptcy Law that (i) is for relief against the Company in an
         involuntary case; (ii) appoints a Custodian of the Company


                                       22
<PAGE>   29

         for all or substantially all of its property; or (iii) orders the
         liquidation of the Company, and the order or decree remains unstayed
         and in effect for 90 days; or

                  (vi)  the Trust shall have voluntarily or involuntarily
         dissolved, wound-up its business or otherwise terminated its existence
         except in connection with (i) the distribution of Debentures to holders
         of Trust Securities in liquidation of their interests in the Trust;
         (ii) the redemption of all of the outstanding Trust Securities of the
         Trust; or (iii) certain mergers, consolidations or amalgamations, each
         as permitted by the Trust Agreement.

         (b)      In each and every such case, unless the principal of all the
Debentures shall have already become due and payable, either the Trustee or the
holders of not less than 25% in aggregate principal amount of the Debentures
then Outstanding hereunder, by notice in writing to the Company (and to the
Trustee if given by such Debentureholders) may declare the principal of all the
Debentures to be due and payable immediately, and upon any such declaration the
same shall become and shall be immediately due and payable, notwithstanding
anything contained in this Indenture or in the Debentures.

         (c)      At any time after the principal of the Debentures 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 holders of a majority in aggregate principal amount of the
Debentures then Outstanding hereunder, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if: (i) the
Company has paid or deposited with the Trustee a sum sufficient to pay all
matured installments of interest upon all the Debentures and the principal of
any and all Debentures that shall have become due otherwise than by acceleration
(with interest upon such principal, and, to the extent that such payment is
enforceable under applicable law, upon overdue installments of interest, at the
rate per annum expressed in the Debentures to the date of such payment or
deposit) and the amount payable to the Trustee under Section 9.7; and (ii) any
and all Events of Default under this Indenture, other than the nonpayment of
principal on Debentures that shall not have become due by their terms, shall
have been remedied or waived as provided in Section 7.6. No such rescission and
annulment shall extend to or shall affect any subsequent default or impair any
right consequent thereon.

         (d)      In case the Trustee shall have proceeded to enforce any right
with respect to Debentures 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
and in every such case the Company and the Trustee shall be restored
respectively to their former positions and rights hereunder, and all rights,
remedies and powers of the Company and the Trustee shall continue as though no
such proceedings had been taken.

         Section 7.2. Collection of Indebtedness and Suits for Enforcement by
Trustee. (a) The Company covenants that (i) in case it shall default in the
payment of any installment of interest on any of the Debentures, and such
default shall have continued for a period of 90 Business Days; or (ii) in case
it shall default in the payment of the principal of any of the Debentures when
the same shall have become due and payable, whether upon maturity of the
Debentures or upon redemption or upon declaration or otherwise, then, upon
demand of the Trustee, the Company shall pay to the Trustee, for the benefit of
the holders of the Debentures, the whole amount that then shall have become due
and payable on all such Debentures for principal or interest, or both, as the
case may be, with interest upon the overdue principal and (to the extent that
payment of such interest is enforceable under applicable law and, if the
Debentures are held by the Trust or a trustee of the Trust, without duplication
of any other amounts paid by the Trust or trustee in respect thereof) upon
overdue installments of interest at the rate per annum expressed in the
Debentures; and, in


                                       23
<PAGE>   30

addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, and the amount payable to the Trustee under Section
9.7.

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

         (c)      In case of any receivership, insolvency, liquidation,
bankruptcy, reorganization, readjustment, arrangement, composition or judicial
proceedings affecting the Company or the creditors or property of either, the
Trustee shall have power to intervene in such proceedings and take any action
therein that may be permitted by the court and shall (except as may be otherwise
provided by law) be entitled to file such proofs of claim and other papers and
documents as may be necessary or advisable in order to have the claims of the
Trustee and of the holders of the Debentures allowed for the entire amount due
and payable by the Company under this Indenture at the date of institution of
such proceedings and for any additional amount that may become due and payable
by the Company after such date, and to collect and receive any moneys or other
property payable or deliverable on any such claim, and to distribute the same
after the deduction of the amount payable to the Trustee under Section 9.7; and
any receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of the holders of the Debentures to make such payments to the
Trustee, and, in the event that the Trustee shall consent to the making of such
payments directly to such Debentureholders, to pay to the Trustee any amount due
it under Section 9.7.

         (d)      All rights of action and of asserting claims under this
Indenture, or under any of the terms established with respect to Debentures, may
be enforced by the Trustee without the possession of any of such Debentures, or
the production thereof at 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,
after provision for payment to the Trustee of any amounts due under Section 9.7,
be for the ratable benefit of the holders of the Debentures. In case of an Event
of Default hereunder, the Trustee may in its discretion proceed to protect and
enforce the rights vested in it by this Indenture by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any
of such rights, either at law or in equity or in bankruptcy or otherwise,
whether for the specific enforcement of any covenant or agreement contained in
this Indenture or in aid of the exercise of any power granted in this Indenture,
or to enforce any other legal or equitable right vested in the Trustee by this
Indenture or by law. Nothing contained herein shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any
Debentureholder any plan of reorganization, arrangement, adjustment or
composition affecting the Debentures or the rights of any holder thereof or to
authorize the Trustee to vote in respect of the claim of any Debentureholder in
any such proceeding.

         Section 7.3. Application of Moneys Collected. Any moneys collected by
the Trustee pursuant to this Article VII with respect to the Debentures shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such moneys on account of principal or interest,
upon presentation of the Debentures, and notation thereon the payment, if only
partially paid, and upon surrender thereof if fully paid:


                                       24
<PAGE>   31

                  FIRST: To the payment of costs and expenses of collection and
                  of all amounts payable to the Trustee under Section 9.7;

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

                  THIRD: To the payment of the amounts then due and unpaid upon
                  the Debentures for principal and interest, in respect of which
                  or for the benefit of which such money has been collected,
                  ratably, without preference or priority of any kind, according
                  to the amounts due and payable on such Debentures for
                  principal and interest, respectively.

         Section 7.4. Limitation on Suits. (a) No holder of any Debenture shall
have any right by virtue 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 (i) 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 Debentures specifying such Event of
Default, as hereinbefore provided; (ii) the holders of not less than 25% in
aggregate principal amount of the Debentures then Outstanding shall have made
written request upon the Trustee to institute such action, suit or proceeding in
its own name as trustee hereunder; (iii) such holder or holders shall have
offered to the Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby; and (iv) 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;
and (v) during such 60 day period, the holders of a majority in principal amount
of the Debentures do not give the Trustee a direction inconsistent with the
request.

         (b)      Notwithstanding anything contained herein to the contrary or
any other provisions of this Indenture, the right of any holder of the
Debentures to receive payment of the principal of and interest on the
Debentures, as therein provided, on or after the respective due dates expressed
in such Debenture (or in the case of redemption, on the redemption date), or to
institute suit for the enforcement of any such payment on or after such
respective dates or redemption date, shall not be impaired or affected without
the consent of such holder and by accepting a Debenture hereunder it is
expressly understood, intended and covenanted by the taker and holder of every
Debenture with every other such taker and holder and the Trustee, that no one or
more holders of Debentures shall have any right in any manner whatsoever by
virtue or by availing of any provision of this Indenture to affect, disturb or
prejudice the rights of the holders of any other of such Debentures, 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
Debentures. For the protection and enforcement of the provisions of this Section
7.4, each and every Debentureholder and the Trustee shall be entitled to such
relief as can be given either at law or in equity.

         Section 7.5. Rights and Remedies Cumulative; Delay or Omission Not
Waiver. (a) Except as otherwise provided in Article XI, all powers and remedies
given by this Article VII to the Trustee or to the Debentureholders shall, to
the extent permitted by law, be deemed cumulative and not exclusive of any other
powers and remedies available to the Trustee or the holders of the Debentures,
by judicial proceedings or otherwise, to enforce the performance or observance
of the covenants and agreements contained in this Indenture or otherwise
established with respect to such Debentures.


                                       25
<PAGE>   32

         (b)      No delay or omission of the Trustee or of any holder of any of
the Debentures 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 7.4, every power and remedy
given by this Article VII or by law to the Trustee or the Debentureholders may
be exercised from time to time, and as often as shall be deemed expedient, by
the Trustee or by the Debentureholders.

         Section 7.6. Control by Debentureholders. The holders of a majority in
aggregate principal amount of the Debentures at the time Outstanding, determined
in accordance with Section 10.4, 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; provided, however,
that such direction shall not be in conflict with any rule of law or with this
Indenture. Subject to the provisions of Section 9.1, the Trustee shall have the
right to decline to follow any such direction if the Trustee in good faith
shall, by a Responsible Officer or Officers of the Trustee, determine that the
proceeding so directed might expose the Trustee to personal liability. The
holders of a majority in aggregate principal amount of the Debentures at the
time Outstanding affected thereby, determined in accordance with Section 10.4,
may on behalf of the holders of all of the Debentures waive any past default in
the performance of any of the covenants contained herein and its consequences,
except (i) a default in the payment of the principal of or interest on, any of
the Debentures as and when the same shall become due by the terms of such
Debentures otherwise than by acceleration (unless such default has been cured
and a sum sufficient to pay all matured installments of interest and principal
has been deposited with the Trustee (in accordance with Section 7.1(c)); (ii) a
default in the covenants contained in Section 5.6; or (iii) in respect of a
covenant or provision hereof which cannot be modified or amended without the
consent of the holder of each Outstanding Debenture affected; provided, however,
that if the Debentures are held by the Trust or a trustee of the Trust, such
waiver or modification to such waiver shall not be effective until the holders
of a majority in liquidation preference of Trust Securities 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 Debenture is required,
such waiver shall not be effective until each holder of the Trust Securities of
the Trust shall have consented to such waiver. Upon any such waiver, the default
covered thereby shall be deemed to be cured for all purposes of this Indenture
and the Company, the Trustee and the holders of the Debentures 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.

         Section 7.7. Undertaking to Pay Costs. All parties to this Indenture
agree, and each holder of any Debentures 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, 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 7.7 shall not apply to
any suit instituted by the Trustee, to any suit instituted by any
Debentureholder, or group of Debentureholders holding more than 10% in aggregate
principal amount of the Outstanding Debentures, or to any suit instituted by any
Debentureholder for the enforcement of the payment of the principal of or
interest on the Debentures, on or after the respective due dates expressed in
such Debenture or established pursuant to this Indenture.


                                       26
<PAGE>   33

                                  ARTICLE VIII.
                      FORM OF DEBENTURE AND ORIGINAL ISSUE

         Section 8.1. Form of Debenture. The Debenture and the Trustee's
Certificate of Authentication to be endorsed thereon are to be substantially in
the forms contained as Exhibit A to this Indenture, attached hereto and
incorporated herein by reference.

         Section 8.2. Original Issue of Debentures. Debentures in the aggregate
principal amount of $______________ may, upon execution of this Indenture or
following the exercise of underwriters' over-allotment option, be executed by
the Company and delivered to the Trustee for authentication, and the Trustee
shall thereupon authenticate and deliver said Debentures to or upon the written
order of the Company, signed by its Chairman, its Vice Chairman, its President,
or any Vice President and its Treasurer or an Assistant Treasurer, without any
further action by the Company.

                                   ARTICLE IX.
                             CONCERNING THE TRUSTEE

         Section 9.1. Certain Duties and Responsibilities of the Trustee. (a)
The Trustee, prior to the occurrence of an Event of Default of which it is
deemed to have knowledge pursuant to Section 9.3(c) hereof and after the curing
of all Events of Default that may have occurred, shall undertake to perform with
respect to the Debentures such duties and only such duties as are specifically
set forth in this Indenture, and no implied covenants shall be read into this
Indenture against the Trustee. In case an Event of Default has occurred that has
not been cured or waived, the Trustee shall exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and skill
in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.

         (b)      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:

                  (i)  prior to the occurrence of an Event of Default of which
         it is deemed to have knowledge pursuant to Section 9.3(c) hereof and
         after the curing or waiving of all such Events of Default that may have
         occurred: (1) the duties and obligations of the Trustee shall with
         respect to the Debentures be determined solely by the express
         provisions of this Indenture, and the Trustee shall not be liable with
         respect to the Debentures except for the performance of such duties and
         obligations as are specifically set forth in this Indenture, and no
         implied covenants or obligations shall be read into this Indenture
         against the Trustee; and (2) in the absence of bad faith on the part of
         the Trustee, the Trustee may with respect to the Debentures
         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
         that 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;

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


                                       27
<PAGE>   34

                  (iii) the Trustee shall not be liable with respect to any
         action taken or omitted to be taken by it in good faith in accordance
         with the direction of the holders of not less than a majority in
         principal amount of the Debentures at the time Outstanding 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 with respect to the Debentures;
         and

                  (iv)  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.

         Section 9.2. Notice of Defaults. Within 90 days after receipt of notice
by a Responsible Officer of the Trustee of the occurrence of any default
hereunder with respect to the Debentures, the Trustee shall transmit by mail to
all holders of the Debentures, as their names and addresses appear in the
Debenture Register, notice of such default, unless such default shall have been
cured or waived; provided, however, that, except in the case of default in the
payment of the principal or interest (including any Additional Interest) on any
Debenture, 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
the directors and/or Responsible Officers of the Trustee determines in good
faith that the withholding of such notice is in the interests of the holders of
such Debentures; and provided, further, that in the case of any default of the
character specified in section 7.1(a)(iii), no such notice to holders of
Debentures need be sent until at least 30 days after the occurrence thereof. For
the purposes of this Section 9.2, the term "default" means any event which is,
or after notice or lapse of time or both, would become, an Event of Default with
respect to the Debentures.

         Section 9.3. Certain Rights of Trustee. Except as otherwise provided in
Section 9.1:

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

         (b)      Any request, direction, order or demand of the Company
mentioned herein shall be sufficiently evidenced by a Board Resolution or an
instrument signed in the name of the Company by its Chairman, its President or
any Vice President and by the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer thereof (unless other evidence in respect
thereof is specifically prescribed herein);

         (c)      The Trustee shall not be deemed to have knowledge of a default
or an Event of Default, other than an Event of Default specified in Section
7.1(a)(i) or (ii), unless and until it receives notification of such Event of
Default from the Company or by holders of at least 25% of the aggregate
principal amount of the Debentures at the time Outstanding;

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

         (e)      The Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request, order or
direction of any of the Debentureholders, pursuant to the


                                       28
<PAGE>   35

provisions of this Indenture, unless such Debentureholders shall have offered to
the Trustee reasonable security or indemnity against the costs, expenses and
liabilities that may be incurred therein or thereby;

         (f)      The Trustee shall not be liable for any action taken or
omitted to be taken 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;

         (g)      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,
security, or other papers or documents, unless requested in writing so to do by
the holders of not less than a majority in principal amount of the Outstanding
Debentures (determined as provided in Section 10.4); 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 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
reasonable indemnity against such costs, expenses or liabilities as a condition
to so proceeding. The reasonable expense of every such examination shall be paid
by the Company or, if paid by the Trustee, shall be repaid by the Company upon
demand; and

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

         (i)      The Trustee is not required to give any bond or surety with
respect to the performance of its duties or the exercise of its powers under
this Indenture.

         (j)      The Trustee's immunities and protections from liability and
its rights to compensation and indemnification in connection with the
performance of its duties under this Indenture shall extend to the Trustee's
officers, directors, agents and employees. Such immunities and protections and
right to indemnification, together with the Trustee's right to compensation,
shall survive the Trustee's resignation or removal, termination of this
Indenture and final payment of the Trust Securities.

         Section 9.4. Trustee Not Responsible for Recitals, Etc. (a) The
Recitals contained herein and in the Debentures shall be taken as the statements
of the Company, and the Trustee assumes no responsibility for the correctness of
the same.

         (b)      The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Debentures.

         (c)      The Trustee shall not be accountable for the use or
application by the Company of any of the Debentures or of the proceeds of such
Debentures, or for the use or application of any moneys paid over by the Trustee
in accordance with any provision of this Indenture, or for the use or
application of any moneys received by any paying agent other than the Trustee.

         Section 9.5. May Hold Debentures. The Trustee or any paying agent or
registrar for the Debentures, in its individual or any other capacity, may
become the owner or pledgee of Debentures with the same rights it would have if
it were not Trustee, paying agent or Debenture Registrar.


                                       29
<PAGE>   36

         Section 9.6. Moneys Held in Trust. Subject to the provisions of Section
13.5, all moneys received by the Trustee shall, until used or applied as herein
provided, be held in trust for the purposes for which they were received, but
need not be segregated from other funds except to the extent required by law.
The Trustee shall be under no liability for interest on any moneys received by
it hereunder except such as it may agree with the Company to pay thereon.

         Section 9.7. Compensation and Reimbursement. (a) The Company covenants
and agrees to pay to the Trustee, and the Trustee shall be entitled to, such
reasonable compensation (which shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust), as the Company and
the Trustee may from time to time agree in writing, for all services rendered by
it in the execution of the Trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee, and,
except as otherwise expressly provided herein, the Company shall 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) except any such expense, disbursement or advance as may
arise from its negligence or bad faith. The Company also covenants to indemnify
the Trustee (and its officers, agents, directors and employees) for, and to hold
it harmless against, any loss, liability or expense 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 of liability in the premises.

         (b)      The obligations of the Company under this Section 9.7 to
compensate and indemnify the Trustee and to pay or reimburse the Trustee for
expenses, disbursements and advances shall constitute additional indebtedness
hereunder. Such additional indebtedness shall be secured by a lien prior to that
of the Debentures 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
Debentures.

         Section 9.8. Reliance on Officers' Certificate. Except as otherwise
provided in Section 9.1, 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 suffering or omitting to take any
action hereunder, such matter (unless other evidence in respect thereof be
herein specifically prescribed) may, in the absence of negligence or bad faith
on the part of the Trustee, be deemed to be conclusively proved and established
by an Officers' Certificate delivered to the Trustee and such certificate, in
the absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted to be taken by
it under the provisions of this Indenture upon the faith thereof.

         Section 9.9. Disqualification: Conflicting Interests. If the Trustee
has or shall acquire any "conflicting interest" within the meaning of Section
310(b) of the Trust Indenture Act, the Trustee and the Company shall in all
respects comply with the provisions of Section 310(b) of the Trust Indenture
Act.

         Section 9.10. Corporate Trustee Required; Eligibility. There shall at
all times be a Trustee with respect to the Debentures issued hereunder which
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 or files 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


                                       30
<PAGE>   37

9.10, 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 or filed. 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 9.10, the Trustee
shall resign immediately in the manner and with the effect specified in Section
9.11.

         Section 9.11. Resignation and Removal; Appointment of Successor. (a)
The Trustee or any successor hereafter appointed, may at any time resign by
giving written notice thereof to the Company and by transmitting notice of
resignation by mail, first class postage prepaid, to the Debentureholders, as
their names and addresses appear upon the Debenture Register. Upon receiving
such notice of resignation, the Company shall promptly appoint a successor
trustee with respect to Debentures by written instrument, in duplicate, executed
by order of the 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, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee with respect to Debentures, or any Debentureholder who has
been a bona fide holder of a Debenture or Debentures for at least six months
may, on behalf of himself and all others similarly situated, petition any such
court for the appointment of a successor trustee. Such court may thereupon after
such notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.

         (b)      In case at any time any one of the following shall occur (i)
the Trustee shall fail to comply with the provisions of Section 9.9 after
written request therefor by the Company or by any Debentureholder who has been a
bona fide holder of a Debenture or Debentures for at least six months; or (ii)
the Trustee shall cease to be eligible in accordance with the provisions of
Section 9.10 and shall fail to resign after written request therefor by the
Company or by any such Debentureholder; or (iii) The Trustee shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or commence a
voluntary bankruptcy proceeding, or a receiver of the Trustee or of its property
shall be appointed or consented to, 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 with respect to all Debentures 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, unless the Trustee's duty to
resign is stayed as provided herein, any Debentureholder who has been a bona
fide holder of a Debenture or Debentures for at least six months may, on behalf
of that holder 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
Debentures at the time Outstanding may at any time remove the Trustee by so
notifying the Trustee and the Company and may appoint a successor Trustee with
the consent of the Company.

         (d)      Any resignation or removal of the Trustee and appointment of a
successor trustee with respect to the Debentures pursuant to any of the
provisions of this Section 9.11 shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 9.12.

         (e)      Any successor trustee appointed pursuant to this Section 9.11
may be appointed with respect to the Debentures, and at any time there shall be
only one Trustee with respect to the Debentures.


                                       31
<PAGE>   38

         Section 9.12. Acceptance of Appointment by Successor. (a) In case of
the appointment hereunder of a successor trustee with respect to the Debentures,
every successor trustee so appointed shall execute, acknowledge and deliver to
the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on the request of the Company or the
successor trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor trustee all the
rights, powers, and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor trustee all property and money held by
such retiring Trustee hereunder.

         (b)      Upon request of any successor trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor trustee all such rights, powers and trusts referred
to in paragraph (a) of this Section 9.12.

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

         (d)      Upon acceptance of appointment by a successor trustee as
provided in this Section 9.12, the Company shall transmit notice of the
succession of such trustee hereunder by mail, first class postage prepaid, to
the Debentureholders, as their names and addresses appear upon the Debenture
Register. If the Company fails to transmit such notice within ten days after
acceptance of appointment by the successor trustee, the successor trustee shall
cause such notice to be transmitted at the expense of the Company.

         Section 9.13. Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided that such corporation shall be
qualified under the provisions of Section 9.9 and eligible under the provisions
of Section 9.10, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding. In case any Debentures shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
deliver the Debentures so authenticated with the same effect as if such
successor Trustee had itself authenticated such Debentures.

         Section 9.14. Preferential Collection of Claims Against the Company.
The Trustee shall comply with Section 311(a) of the Trust Indenture Act,
excluding any creditor relationship described in Section 311(b) of the Trust
Indenture Act. A Trustee who has resigned or been removed shall be subject to
Section 311(a) of the Trust Indenture Act to the extent included therein.


                                       32
<PAGE>   39

                                   ARTICLE X.
                         CONCERNING THE DEBENTUREHOLDERS

         Section 10.1. Evidence of Action by Holders. (a) Whenever in this
Indenture it is provided that the holders of a majority or specified percentage
in aggregate principal amount of the Debentures 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 majority or specified percentage have joined therein
may be evidenced by any instrument or any number of instruments of similar tenor
executed by such holders of Debentures in Person or by agent or proxy appointed
in writing.

         (b)      If the Company shall solicit from the Debentureholders 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
Debentureholders 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 Debentureholders of record at the
close of business on the record date shall be deemed to be Debentureholders for
the purposes of determining whether Debentureholders of the requisite proportion
of Outstanding Debentures have authorized or agreed or consented to such
request, demand, authorization, direction, notice, consent, waiver or other
action, and for that purpose the Outstanding Debentures shall be computed as of
the record date; provided, however, that no such authorization, agreement or
consent by such Debentureholders 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 10.2. Proof of Execution by Debentureholders. Subject to the
provisions of Section 9.1, proof of the execution of any instrument by a
Debentureholder (such proof shall not require notarization) or his agent or
proxy and proof of the holding by any Person of any of the Debentures shall be
sufficient if made in the following manner:

         (a)      The fact and date of the execution by any such Person of any
instrument may be proved in any reasonable manner acceptable to the Trustee.

         (b)      The ownership of Debentures shall be proved by the Debenture
Register of such Debentures or by a certificate of the Debenture Registrar
thereof.

         (c)      The Trustee may require such additional proof of any matter
referred to in this Section 10.2 as it shall deem necessary.

         Section 10.3. Who May Be Deemed Owners. Prior to the due presentment
for registration of transfer of any Debenture, the Company, the Trustee, any
paying agent, any Authenticating Agent and any Debenture Registrar may deem and
treat the Person in whose name such Debenture shall be registered upon the books
of the Company as the absolute owner of such Debenture (whether or not such
Debenture shall be overdue and notwithstanding any notice of ownership or
writing thereon made by anyone other than the Debenture Registrar) for the
purpose of receiving payment of or on account of the principal of and interest
on such Debenture (subject to Section 2.3) and for all other purposes; and
neither the Company nor the Trustee nor any paying agent nor any Authenticating
Agent nor any Debenture Registrar shall be affected by any notice to the
contrary.


                                       33
<PAGE>   40

         Section 10.4. Certain Debentures Owned by Company Disregarded. In
determining whether the holders of the requisite aggregate principal amount of
Debentures have concurred in any direction, consent or waiver under this
Indenture, the Debentures that are owned by the Company or any other obligor on
the Debentures or by any Person directly or indirectly controlling or controlled
by or under common control with the Company or any other obligor on the
Debentures shall be disregarded and deemed not to be Outstanding for the purpose
of any such determination, except that for the purpose of determining whether
the Trustee shall be protected in relying on any such direction, consent or
waiver, only Debentures that the Trustee actually knows are so owned shall be so
disregarded. The Debentures so owned that have been pledged in good faith may be
regarded as Outstanding for the purposes of this Section 10.4, if the pledgee
shall establish to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Debentures and that the pledgee is not a Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company or any such other obligor. In 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 10.5. Actions Binding on Future Debentureholders. At any time
prior to (but not after) the evidencing to the Trustee, as provided in Section
10.1, of the taking of any action by the holders of the majority or percentage
in aggregate principal amount of the Debentures specified in this Indenture in
connection with such action, any holder of a Debenture that is shown by the
evidence to be included in the Debentures the holders of which have consented to
such action may, by filing written notice with the Trustee, and upon proof of
holding as provided in Section 10.2, revoke such action so far as concerns such
Debenture. Except as aforesaid any such action taken by the holder of any
Debenture shall be conclusive and binding upon such holder and upon all future
holders and owners of such Debenture, and of any Debenture issued in exchange
therefor, on registration of transfer thereof or in place thereof, irrespective
of whether or not any notation in regard thereto is made upon such Debenture.
Any action taken by the holders of the majority or percentage in aggregate
principal amount of the Debentures specified in this Indenture in connection
with such action shall be conclusively binding upon the Company, the Trustee and
the holders of all the Debentures.

                                   ARTICLE XI.
                             SUPPLEMENTAL INDENTURES

         Section 11.1. Supplemental Indentures Without the Consent of
Debentureholders. In addition to any supplemental indenture otherwise authorized
by this Indenture, 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), without
the consent of the Debentureholders, for one or more of the following purposes:

         (a)      to cure any ambiguity, defect, or inconsistency herein, or in
the Debentures;

         (b)      to comply with Article X;

         (c)      to provide for uncertificated Debentures in addition to or in
place of certificated Debentures;

         (d)      to add to the covenants of the Company for the benefit of the
holders of all or any of the Debentures or to surrender any right or power
herein conferred upon the Company;


                                       34
<PAGE>   41

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

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

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

         (h)      qualify or maintain the qualification of this Indenture under
the Trust Indenture Act. The Trustee is hereby authorized to join with the
Company in the execution of any such supplemental indenture, and to make any
further appropriate agreements and stipulations that may be therein contained,
but the Trustee shall not be obligated to enter into any such supplemental
indenture that affects the Trustee's own rights, duties, protections,
privileges, indemnities, liabilities or immunities under this Indenture or
otherwise. Any supplemental indenture authorized by the provisions of this
Section 11.1 may be executed by the Company and the Trustee without the consent
of the holders of any of the Debentures at the time Outstanding, notwithstanding
any of the provisions of Section 11.2.

         Section 11.2. Supplemental Indentures with Consent of Debentureholders.
With the consent (evidenced as provided in Section 10.1) of the holders of not
less than a majority in aggregate principal amount of the Debentures at the time
Outstanding, the Company, when authorized by Board Resolutions, 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) 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 not covered by
Section 11.1 the rights of the holders of the Debentures under this Indenture;
provided, however, that no such supplemental indenture shall without the consent
of the holders of each Debenture then Outstanding and affected thereby, (i)
extend the fixed maturity of any Debentures, reduce the principal amount
thereof, or reduce the Interest Rate or extend the time of payment of interest
thereon, without the consent of the holder of each Debenture so affected; or
(ii) reduce the aforesaid percentage of principal amount of Debentures, the
holders of which are required to consent to any such supplemental indenture;
provided further, that if the Debentures are held by the Trust or a trustee of
the Trust, such supplemental indenture shall not be effective until the holders
of a majority in liquidation preference of Trust Securities of the Trust shall
have consented to such supplemental indenture; provided further, that if the
consent of the holder of each Outstanding Debenture is required, such
supplemental indenture shall not be effective until each holder of the Trust
Securities of the Trust shall have consented to such supplemental indenture. It
shall not be necessary for the consent of the Debentureholders affected thereby
under this Section 11.2 to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such consent shall approve
the substance thereof.

         Section 11.3. Effect of Supplemental Indentures. Upon the execution of
any supplemental indenture pursuant to the provisions of this Article XI, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations, duties
and immunities under this Indenture of the Trustee, the Company and the holders
of Debentures shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments, and all the terms
and conditions of any such supplemental indenture shall be and be deemed to be
part of the terms and conditions of this Indenture for any and all purposes.


                                       35
<PAGE>   42

         Section 11.4. Debentures Affected by Supplemental Indentures.
Debentures affected by a supplemental indenture, authenticated and delivered
after the execution of such supplemental indenture pursuant to the provisions of
this Article XI, may bear a notation in form approved by the Company, provided
such form meets the requirements of any exchange upon which the Debentures may
be listed, as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Debentures so modified as to conform, in the
opinion of the Board of Directors of the Company, to any modification of this
Indenture contained in any such supplemental indenture may be prepared by the
Company, authenticated by the Trustee and delivered in exchange for the
Debentures then Outstanding.

         Section 11.5. Execution of Supplemental Indentures. (a) Upon the
request of the Company, accompanied by its Board Resolutions authorizing the
execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of Debentureholders required to consent
thereto 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, protections, privileges, indemnities, liabilities
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, subject to the provisions of Section 9.1, may receive an
Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant to this Article XI is authorized or permitted by, and conforms
to, the terms of this Article XI and that it is proper for the Trustee under the
provisions of this Article XI to join in the execution thereof.

         (b)      Promptly after the execution by the Company and the Trustee of
any supplemental indenture pursuant to the provisions of this Section 11.5, the
Trustee shall transmit by mail, first class postage prepaid, a notice, setting
forth in general terms the substance of such supplemental indenture, to the
Debentureholders as their names and addresses appear upon the Debenture
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.

                                  ARTICLE XII.
                              SUCCESSOR CORPORATION

         Section 12.1. Company May Consolidate, Etc. Nothing contained in this
Indenture or in any of the Debentures shall prevent any consolidation or merger
of the Company with or into any other Person or Persons (whether or not
affiliated with the Company, as the case may be), or successive consolidations
or mergers in which the Company, as the case may be, or its successor or
successors shall be a party or parties, or shall prevent any sale, conveyance,
transfer or other disposition of the property of the Company, as the case may
be, or its successor or successors as an entirety, or substantially as an
entirety, to any other Person (whether or not affiliated with the Company, as
the case may be, or its successor or successors) authorized to acquire and
operate the same; provided, however, the Company hereby covenants and agrees
that, (i) upon any such consolidation, merger, sale, conveyance, transfer or
other disposition, the due and punctual payment, in the case of the Company, of
the principal of and interest on all of the Debentures, 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 as the case
may be, shall be expressly assumed, by supplemental indenture (which shall
conform to the provisions of the Trust Indenture Act, as then in effect)
satisfactory in form to the Trustee executed and delivered to the Trustee by the
entity formed by such consolidation, or into which the Company, as the case may
be, shall have been merged, or by the entity which shall have acquired such
property; (ii) in case the Company consolidates with or merges into another
Person or conveys or transfers its properties and assets substantially then as
an entirety to any Person, the successor Person is organized under the laws of
the United States or any state or the District of Columbia;


                                       36
<PAGE>   43

and (iii) immediately after giving effect thereto, an Event of Default, and no
event which, after notice or lapse of time or both, would become an Event of
Default, shall have occurred and be continuing.

         Section 12.2. Successor Person Substituted. (a) In case of any such
consolidation, merger, sale, conveyance, transfer or other disposition and upon
the assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of, in the
case of the Company, the due and punctual payment of the principal of and
interest on all of the Debentures Outstanding and the due and punctual
performance of all of the covenants and conditions of this Indenture to be
performed by the Company, as the case may be, such successor Person shall
succeed to and be substituted for the Company, with the same effect as if it had
been named as the Company herein, and thereupon the predecessor Person shall be
relieved of all obligations and covenants under this Indenture and the
Debentures.

         (b)      In case of any such consolidation, merger, sale, conveyance,
transfer or other disposition such changes in phraseology and form (but not in
substance) may be made in the Debentures thereafter to be issued as may be
appropriate.

         (c)      Nothing contained in this Indenture or in any of the
Debentures shall prevent the Company from merging into itself or acquiring by
purchase or otherwise all or any part of the property of any other Person
(whether or not affiliated with the Company).

         Section 12.3. Evidence of Consolidation, Etc. to Trustee. The Trustee,
subject to the provisions of Section 9.1, may receive an Opinion of Counsel as
conclusive evidence that any such consolidation, merger, sale, conveyance,
transfer or other disposition, and any such assumption, comply with the
provisions of this Article XII.

                                  ARTICLE XIII.
                           SATISFACTION AND DISCHARGE

         Section 13.1. Satisfaction and Discharge of Indenture. If at any time:
(a) the Company shall have delivered to the Trustee for cancellation all
Debentures theretofore authenticated (other than any Debentures that shall have
been destroyed, lost or stolen and that shall have been replaced or paid as
provided in Section 2.9) and Debentures for whose payment money or Governmental
Obligations have theretofore been deposited in trust or segregated and held in
trust by the Company (and thereupon repaid to the Company or discharged from
such trust, as provided in Section 13.5); or (b) all such Debentures not
theretofore 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 or cause to be deposited with the Trustee as trust funds the entire
amount in moneys or Governmental Obligations or a combination thereof,
sufficient in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, to pay at maturity or upon redemption all Debentures not theretofore
delivered to the Trustee for cancellation, including principal and interest due
or to become due to such date of maturity or date fixed for redemption, as the
case may be, and if the Company shall also pay or cause to be paid all other
sums payable hereunder by the Company; then this Indenture shall thereupon cease
to be of further effect except for the provisions of Sections 2.3, 2.7, 2.9,
5.1, 5.2, 5.3 and 9.10, that shall survive until the date of maturity or
redemption date, as the case may be, and Sections 9.6, 9.7 and 13.5, that shall
survive to such date and thereafter, and the Trustee, on demand of the Company
and


                                       37
<PAGE>   44

at the cost and expense of the Company, shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture.

         Section 13.2. Discharge of Obligations. If at any time all Debentures
not heretofore delivered to the Trustee for cancellation or that have not become
due and payable as described in Section 13.1 shall have been paid by the Company
by depositing irrevocably with the Trustee as trust funds moneys or an amount of
Governmental Obligations sufficient to pay at maturity or upon redemption all
Debentures not theretofore delivered to the Trustee for cancellation, including
principal and interest due or to become due to such date of maturity or date
fixed for redemption, as the case may be, and if the Company shall also pay or
cause to be paid all other sums payable hereunder by the Company, then after the
date such moneys or Governmental Obligations, as the case may be, are deposited
with the Trustee, the obligations of the Company under this Indenture shall
cease to be of further effect except for the provisions of Sections 2.3, 2.7,
2.9, 5.1, 5.2, 5.3, 9.6, 9.7, 9.10 and 13.5 hereof that shall survive until such
Debentures shall mature and be paid. Thereafter, Sections 9.6, 9.7 and 13.5
shall survive.

         Section 13.3. Deposited Moneys to Be Held in Trust. All moneys or
Governmental Obligations deposited with the Trustee pursuant to Sections 13.1 or
13.2 shall be held in trust and shall be available for payment as due, either
directly or through any paying agent (including the Company acting as its own
paying agent), to the holders of the Debentures for the payment or redemption of
which such moneys or Governmental Obligations have been deposited with the
Trustee.

         Section 13.4. Payment of Moneys Held by Paying Agents. In connection
with the satisfaction and discharge of this Indenture, all moneys or
Governmental Obligations then held by any paying agent under the provisions of
this Indenture shall, upon demand of the Company, be paid to the Trustee and
thereupon such paying agent shall be released from all further liability with
respect to such moneys or Governmental Obligations.

         Section 13.5. Repayment to Company. Any moneys or Governmental
Obligations deposited with any paying agent or the Trustee, or then held by the
Company in trust, for payment of principal of or interest on the Debentures that
are not applied but remain unclaimed by the holders of such Debentures for at
least two years after the date upon which the principal of or interest on such
Debentures shall have respectively become due and payable, shall be repaid to
the Company, as the case may be, on December 31 of each year or (if then held by
the Company) shall be discharged from such trust; and thereupon the paying agent
and the Trustee shall be released from all further liability with respect to
such moneys or Governmental Obligations, and the holder of any of the Debentures
entitled to receive such payment shall thereafter, as an unsecured general
creditor, look only to the Company for the payment thereof.

                                  ARTICLE XIV.
                IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                                  AND DIRECTORS

         Section 14.1. No Recourse. No recourse under or upon any obligation,
covenant or agreement of this Indenture, or of the Debentures, or for any claim
based thereon or otherwise in respect thereof, shall be had against any
incorporator, stockholder, officer or director, past, present or future as such,
of the Company or of any predecessor or successor corporation, either directly
or through the Company or any such predecessor or successor corporation, whether
by virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise; it being expressly understood that this
Indenture and the obligations issued hereunder are solely corporate obligations,
and that no such personal liability whatever


                                       38
<PAGE>   45

shall attach to, or is or shall be incurred by, the incorporators, stockholders,
officers or directors as such, of the Company or of any predecessor or successor
corporation, or any of them, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any of the Debentures or implied therefrom;
and that any and all such personal liability of every name and nature, either at
common law or in equity or by constitution or statute, of, and any and all such
rights and claims against, every such incorporator, stockholder, officer or
director as such, because of the creation of the indebtedness hereby authorized,
or under or by reason of the obligations, covenants or agreements contained in
this Indenture or in any of the Debentures or implied therefrom, are hereby
expressly waived and released as a condition of, and as a consideration for, the
execution of this Indenture and the issuance of such Debentures.

                                   ARTICLE XV.
                            MISCELLANEOUS PROVISIONS

         Section 15.1. Effect on Successors and Assigns. All the covenants,
stipulations, promises and agreements in this Indenture contained by or on
behalf of the Company shall bind their respective successors and assigns,
whether so expressed or not.

         Section 15.2. Actions by Successor. 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 corresponding board, committee or
officer of any corporation that shall at the time be the lawful sole successor
of the Company.

         Section 15.3. Surrender of Company Powers. The Company by instrument in
writing executed by appropriate authority 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, as the case may be, and as to any successor corporation.

         Section 15.4. Notices. Except as otherwise expressly provided herein
any notice or demand that by any provision of this Indenture is required or
permitted to be given or served by the Trustee or by the holders of Debentures
to or on the Company may be given or served by being deposited first class
postage prepaid in a post- office letterbox addressed (until another address is
filed in writing by the Company with the Trustee), as follows: Franklin
Financial Corporation, 336 Main Street, Franklin, Tennessee 37064. Any notice,
election, request or demand by the Company or any Debentureholder 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 Corporate Trust Office of the
Trustee.

         Section 15.5. Governing Law. This Indenture and each Debenture shall be
deemed to be a contract made under the internal laws of the State of Tennessee
and for all purposes shall be construed in accordance with the laws of said
State.

         Section 15.6. Treatment of Debentures as Debt. It is intended that the
Debentures shall be treated as indebtedness and not as equity for federal income
tax purposes. The provisions of this Indenture shall be interpreted to further
this intention.

         Section 15.7. Compliance Certificates and Opinions. (a) Upon any
application or demand by the Company to the Trustee to take any action under any
of the provisions of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent provided for in this


                                       39
<PAGE>   46

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, except that in the case of any such
application or demand as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or demand, no additional certificate or opinion need be
furnished.

         (b)      Each certificate or opinion of the Company provided for in
this Indenture and delivered to the Trustee with respect to compliance with a
condition or covenant 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, in the opinion of such
Person, 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 15.8. Payments on Business Days. In any case where the date of
maturity of interest or principal of any Debenture or the date of redemption of
any Debenture shall not be a Business Day, then payment of interest or principal
may (subject to Section 2.5) be made on the next succeeding Business Day with
the same force and effect as if made on the nominal date of maturity or
redemption, and no interest shall accrue for the period after such nominal date.

         Section 15.9. Conflict with Trust Indenture Act. If and to the extent
that any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act,
such imposed duties shall control.

         Section 15.10. 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 15.11. Separability. In case any one or more of the provisions
contained in this Indenture or in the Debentures 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 the Debentures, but this Indenture and the Debentures shall be construed as
if such invalid or illegal or unenforceable provision had never been contained
herein or therein.

         Section 15.12. Assignment. The Company shall have the right at all
times to assign any of its respective rights or obligations under this Indenture
to a direct or indirect wholly owned Subsidiary of the Company, provided that,
in the event of any such assignment, the Company shall remain liable for all
such obligations. Subject to the foregoing, this Indenture is binding upon and
inures to the benefit of the parties thereto and their respective successors and
assigns. This Indenture may not otherwise be assigned by the parties thereto.

         Section 15.13. Acknowledgment of Rights. The Company acknowledges that,
with respect to any Debentures held by the Trust or a trustee of the Trust, if
the Property Trustee fails to enforce its rights under this Indenture as the
holder of the Debentures held as the assets of the Trust, any holder of
Preferred Securities may institute legal proceedings directly against the
Company to enforce such Property Trustee's rights under this Indenture without
first instituting any legal proceedings against such Property Trustee or any
other person or entity. Notwithstanding the foregoing, if an Event of Default
has occurred and is


                                       40
<PAGE>   47

continuing and such event is attributable to the failure of the Company to pay
interest or principal on the Debentures on the date such interest or principal
is otherwise payable (or in the case of redemption, on the redemption date), the
Company acknowledges that a holder of Preferred Securities may directly
institute a proceeding for enforcement of payment to such holder of the
principal of or interest on the Debentures having a principal amount equal to
the aggregate liquidation amount of the Preferred Securities of such holder on
or after the respective due date specified in the Debentures.

                                  ARTICLE XVI.
                           SUBORDINATION OF DEBENTURES

         Section 16.1. Agreement to Subordinate. The Company covenants and
agrees, and each holder of Debentures issued hereunder by such holder's
acceptance thereof likewise covenants and agrees, that all Debentures shall be
issued subject to the provisions of this Article XVI; and each holder of a
Debenture, 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 and interest on all Debentures 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 Debt, Subordinated
Debt and Additional Senior Obligations (collectively, "Senior Indebtedness") to
the extent provided herein, whether outstanding at the date of this Indenture or
thereafter incurred. No provision of this Article XVI shall prevent the
occurrence of any default or Event of Default hereunder.

         Section 16.2. Default on Senior Debt, Subordinated Debt or Additional
Senior Obligations. In the event and during the continuation of any default by
the Company in the payment of principal, premium, interest or any other payment
due on any Senior Indebtedness of the Company, or in the event that the maturity
of any Senior Indebtedness of the Company has been accelerated because of a
default, then, in either case, no payment shall be made by the Company with
respect to the principal (including redemption payments) of or interest on the
Debentures. In the event that, notwithstanding the foregoing, any payment shall
be received by the Trustee when such payment is prohibited by the preceding
sentence of this Section 16.2, such payment shall be held in trust for the
benefit of, and shall be paid over or delivered to, the holders of Senior
Indebtedness or their 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 16.3. Liquidation; Dissolution; Bankruptcy. (a) 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 or winding-up or 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 its terms, before any payment is made by the Company on account
of the principal or interest on the Debentures; and upon any such dissolution or
winding-up or liquidation or reorganization, any payment by the Company, or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, to which the holders of the Debentures or the Trustee
would be entitled to receive from the Company, except for the provisions of this
Article XVI, shall be paid by the Company or by any receiver, trustee in
bankruptcy, liquidating trustee, agent or other Person making such payment or
distribution, or by the holders of the Debentures or by the Trustee under this
Indenture if received by them


                                       41
<PAGE>   48

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 holders of
Debentures or to the Trustee.

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

         (c)      For purposes of this Article XVI, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article XVI with respect
to the Debentures to the payment of all Senior Indebtedness of the Company, as
the case may be, that may at the time be outstanding, provided that (i) such
Senior Indebtedness is assumed by the new corporation, if any, resulting from
any such reorganization or readjustment; and (ii) the rights of the holders of
such Senior Indebtedness are not, without the consent of such holders, altered
by such reorganization or readjustment. The consolidation of the Company with,
or the merger of the Company into, another corporation or the liquidation or
dissolution of the Company following the conveyance or transfer of its property
as an entirety, or substantially as an entirety, to another corporation upon the
terms and conditions provided for in Article XII shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of this
Section 16.3 if such other corporation shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article
XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of,
or payments to, the Trustee under or pursuant to Section 9.7.

         Section 16.4. Subrogation. (a) Subject to the payment in full of all
Senior Indebtedness of the Company, the rights of the holders of the Debentures
shall be subrogated to the rights of the holders of such Senior Indebtedness to
receive payments or distributions of cash, property or securities of the
Company, as the case may be, applicable to such Senior Indebtedness until the
principal of and interest on the Debentures shall be paid in full; and, for the
purposes of such subrogation, no payments or distributions to the holders of
such Senior Indebtedness of any cash, property or securities to which the
holders of the Debentures or the Trustee would be entitled except for the
provisions of this Article XVI, and no payment over pursuant to the provisions
of this Article XVI to or for the benefit of the holders of such Senior
Indebtedness by holders of the Debentures or the Trustee, shall, as between the
Company, its creditors other than holders of Senior Indebtedness of the Company,
and the holders of the Debentures, 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


                                       42
<PAGE>   49

XVI are and are intended solely for the purposes of defining the relative rights
of the holders of the Debentures, on the one hand, and the holders of such
Senior Indebtedness on the other hand.

         (b)      Nothing contained in this Article XVI or elsewhere in this
Indenture or in the Debentures 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 Debentures, the obligation of the Company,
which is absolute and unconditional, to pay to the holders of the Debentures the
principal of and interest on the Debentures 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 Debentures 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 Debenture from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture, subject
to the rights, if any, under this Article XVI 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.

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

         Section 16.5. Trustee to Effectuate Subordination. Each holder of
Debentures by such holder's acceptance thereof authorizes and directs the
Trustee on such holder's behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article XVI and
appoints the Trustee such holder's attorney-in-fact for any and all such
purposes.

         Section 16.6. Notice by the Company. (a) The Company shall give prompt
written notice to a Responsible Officer of the Trustee of any fact known to the
Company that would prohibit the making of any payment of moneys to or by the
Trustee in respect of the Debentures pursuant to the provisions of this Article
XVI. Notwithstanding the provisions of this Article XVI 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 moneys
to or by the Trustee in respect of the Debentures pursuant to the provisions of
this Article XVI, unless and until a Responsible Officer of the Trustee shall
have received written notice thereof from the Company or a holder or holders of
Senior Indebtedness or from any trustee therefor; and before the receipt of any
such written notice, the Trustee, subject to the provisions of Section 9.1,
shall be entitled in all respects to assume that no such facts exist; provided,
however, that if the Trustee shall not have received the notice provided for in
this Section 16.6 at least two Business Days prior to the date upon which by the
terms hereof any money may become payable for any purpose (including, without
limitation, the payment of the principal of or interest on any Debenture), 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 it was 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.


                                       43
<PAGE>   50

         (b)      The Trustee, subject to the provisions of Section 9.1, shall
be entitled to conclusively rely on the delivery to it of a written notice by a
Person representing himself to be a holder of Senior Indebtedness of the Company
(or a trustee 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 XVI, 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 XVI, and, if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

         Section 16.7. Rights of the Trustee; Holders of Senior Indebtedness.
(a) The Trustee in its individual capacity shall be entitled to all the rights
set forth in this Article XVI 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. The Trustee's right to compensation and reimbursement of expenses as set
forth in Section 9.7 shall not be subject to the subordination provisions of
this Article XVI.

         (b)      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 XVI, 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 Section 9.1, the Trustee shall
not be liable to any holder of such Senior Indebtedness if it shall pay over or
deliver to holders of Debentures, 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 XVI or otherwise.

         Section 16.8. Subordination May Not Be Impaired. (a) 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.

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


                                       44
<PAGE>   51

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

                                    FRANKLIN FINANCIAL CORPORATION


                                    By:
                                      ------------------------------------------
                                      Richard E. Herrington
                                      President and Chief Executive Officer


Attest:                               [CORPORATE SEAL]



----------------------------------
                       , Secretary
-----------------------

                                    SUNTRUST BANK, as Trustee


                                    By:
                                       -----------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------





                                       [BANK SEAL]




STATE OF                )
        ----------------) ss:
COUNTY OF               )
         ---------------

         On the _______ day of ______________, 2000, before me personally came
Richard E. Herrington to me known, who, being by me duly sworn, did depose and
say that he is the Chief Executive Officer and President of the Company, one of
the corporations described in and which executed the above instrument; that he
knows the corporate seal of said corporation; that the seal affixed to the said
instrument is such


                                       45

<PAGE>   52
corporation seal; that it was so affixed by authority of the Board of Directors
of said corporation, and that he signed his name thereto by like authority.


                                        ________________________________________

                                        Notary Public, ________________________,

[SEAL]                                  My Commission expires: _________________


STATE OF __________________

COUNTY OF _________________

         On this ____ day of ________________ before me appeared ______________,
to me personally known, who, being by me duly sworn (or affirmed), did say that
he is the _______________ of ________________ and that the seal affixed to said
instrument is the corporate seal of said corporation, and that said instrument
was signed and sealed on behalf of said corporation by authority of its board
of directors, and said _________________ acknowledged said instrument to be the
free act and deed of said corporation.


                                        ________________________________________

                                        Notary Public, ________________________,

[SEAL]                                  My Commission expires: _________________




                                       46

<PAGE>   53
R-__
CUSIP NO.                                                              EXHIBIT A


                         FRANKLIN FINANCIAL CORPORATION

                      FLOATING RATE SUBORDINATED DEBENTURE

                        DUE ______________________, 2030

         Franklin Financial Corporation, a Tennessee corporation (the
"Company," which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
SunTrust Bank, as Trustee, or registered assigns, the principal sum of
_____________________________________ ($__________) on _________________, 2030
(the "Stated Maturity"), or such other principal amount represented hereby as
may be set forth in the records of the Securities Registrar hereinafter
referred to in accordance with the Indenture. The Company further promises to
pay interest on said principal sum from the date of original issuance, or from
the most recent interest payment date (each such date, an "Interest Payment
Date") to which interest has been paid or duly provided for, quarterly (subject
to deferral as set forth herein) in arrears on January 15, April 15, July 15,
and October 15 of each year commencing October 15, 2000, at the rate of 3-month
LIBOR plus ________% (the "Interest Rate"), determined as of the Determination
Date, together with Additional Interest, if any, as provided in Section 2.5 of
the Indenture, until the principal hereof is paid or duly provided for or made
available for payment, provided that any overdue principal and (without
duplication and to the extent that payment of such interest is enforceable
under applicable law) on any overdue installment of interest at the same rate
per annum compounded quarterly. Interest will be calculated by (i) applying the
rate of 3-month LIBOR plus _____% to the principal amount outstanding at the
beginning of the distribution period, (ii) multiplying the resulting amount by
the actual number of days in the distribution period (which actual number of
days shall include the first day but exclude the last day of such distribution
period), and (iii) dividing by 360, and rounding the resulting figure to the
nearest cent. In the event that any date on which interest is payable on this
Debenture is not a business day, then payment of interest payable on such date
shall be made on the next succeeding day that is a business day (and without
any interest or other payment in respect of any such delay), except that, if
such business day is in the next succeeding calendar year, such payment shall
be made on the immediately preceding business day, in each case with the same
force and effect as if made on such date. The interest installment so payable,
and punctually paid or duly provided for, on any Interest Payment Date shall,
as provided in the Indenture, be paid to the Person in whose name this
Debenture (or one or more Predecessor Debentures, as defined in said Indenture)
is registered at the close of business on the regular record date for such
interest installment, which shall be the first day of the month of the relevant
Interest Payment Date.

         The principal of and the interest on this Debenture shall be payable
at the office or agency of the Trustee maintained for that purpose in any coin
or currency of the United States of America that at the time of payment is
legal tender for payment of public and private debts; provided, however, that
payment of interest may be made at the option of the Company by check mailed to
the Holder at such address as shall appear in the Debenture Register.
Notwithstanding the foregoing, so long as the Holder of this Debenture is the
Property Trustee, the payment of the principal of and interest on this
Debenture shall be made at such place and to such account as may be designated
by the Trustee.

         The indebtedness evidenced by this Debenture is, to the extent
provided in the Indenture, subordinate and junior in right of payment to the
prior payment in full of all Senior Indebtedness, and this Debenture is issued
subject to the provisions of the Indenture with respect thereto. Each Holder of
this Debenture, by accepting the same, (a) agrees to and shall be bound by such
provisions; (b) authorizes and directs the Trustee on its behalf to take such
action as may be necessary or appropriate to acknowledge or effectuate the
subordination so provided; and (c) appoints the Trustee its attorney-in-fact
for any and all such purposes. Each holder hereof, by their acceptance hereof,
hereby waives all


<PAGE>   54


notice of the acceptance of the subordination provisions contained herein and
in the Indenture by each holder of Senior Indebtedness, whether now outstanding
or hereafter incurred, and waives reliance by each such holder upon said
provisions.

         This Debenture shall not be entitled to any benefit under the
Indenture hereinafter referred to, be valid or become obligatory for any
purpose until the Certificate of Authentication hereon shall have been signed
by or on behalf of the Trustee.

         The provisions of this Debenture are continued on the reverse side
hereof and such continued provisions shall for all purposes have the same
effect as though fully set forth at this place.

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

         Dated ________, 2000


FRANKLIN FINANCIAL CORPORATION                             [SEAL]

By:
   -------------------------------------------
         Richard E. Herrington
         President and Chief Executive Officer

Attest:
By:
   -------------------------------------------
         George J. Regg, Jr.
         Secretary


<PAGE>   55


                         CERTIFICATE OF AUTHENTICATION

         This is one of the Debentures described in the within-mentioned
Indenture.

Dated:

SUNTRUST BANK,
as Trustee or Authentication Agent


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


<PAGE>   56


                         [FORM OF REVERSE OF DEBENTURE]

                      FLOATING RATE SUBORDINATED DEBENTURE
                                  (CONTINUED)


         This Debenture is one of the subordinated debentures of the Company
(herein sometimes referred to as the "Debentures"), specified in the Indenture,
all issued or to be issued under and pursuant to an Indenture dated as of
_________ ___, 2000 (the "Indenture") duly executed and delivered between the
Company and SunTrust Bank, as Trustee (the "Trustee," which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the holders of the Debentures and of the terms upon
which the Debentures are, and are to be, authenticated and delivered. This
Debenture is one of the Floating Rate Subordinated Debentures (the
"Subordinated Debentures") series designated herein limited in aggregate
principal amount to $______________.

         Because of the occurrence and continuation of a Special Event, in
certain circumstances, this Debenture may become due and payable at the
principal amount together with any interest accrued thereon (the "Redemption
Price"). The Redemption Price shall be paid prior to 12:00 noon, Eastern
Standard Time, on the date of such redemption or at such earlier time as the
Company determines. The Company shall have the right to redeem this Debenture
at the option of the Company, without premium or penalty, in whole or in part
at any time on or after__________________, 2005 (an "Optional Redemption"), or
at any time in certain circumstances upon the occurrence of a Special Event, at
a Redemption Price equal to 100% of the principal amount plus any accrued but
unpaid interest, to the date of such redemption. Any redemption pursuant to
this paragraph shall be made upon not less than 30 days nor more than 60 days
notice, at the Redemption Price. If the Debentures are only partially redeemed
by the Company pursuant to an Optional Redemption, the Debentures shall be
redeemed pro rata or by lot or by any other method utilized by the Trustee.

         In the event of redemption of this Debenture in part only, a new
Debenture or Debentures for the unredeemed portion hereof shall be issued in
the name of the holder hereof upon the cancellation hereof.

         In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Debentures may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the
Indenture.

         The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of the Debentures at the time outstanding, as
defined in the Indenture, to execute supplemental indentures for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of the Indenture or of any supplemental indenture or of modifying in
any manner the rights of the holders of the Debentures; provided, however, that
no such supplemental indenture shall (i) extend the fixed maturity of the
Debentures except as provided in the Indenture, or reduce the principal amount
thereof, or reduce the rate or extend the time of payment of interest thereon,
without the consent of the holder of each Debenture so affected; or (ii) reduce
the aforesaid percentage of Debentures, the holders of which are required to
consent to any such supplemental indenture, without the consent of the holders
of each Debenture then outstanding and affected thereby. The Indenture also
contains provisions permitting the holders of a majority in aggregate principal
amount of the Debentures at the time outstanding, on behalf of all of the
holders of the Debentures, to waive any past default in the performance of any
of the covenants contained in the Indenture, or established pursuant to the
Indenture, and its consequences, except a default in the payment of the
principal of or interest on any of the Debentures.


<PAGE>   57


         Any such consent or waiver by the registered holder of this Debenture
(unless revoked as provided in the Indenture) shall be conclusive and binding
upon such holder and upon all future holders and owners of this Debenture and
of any Debenture issued in exchange herefor or in place hereof (whether by
registration of transfer or otherwise), irrespective of whether or not any
notation of such consent or waiver is made upon this Debenture.

         No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal and interest
on this Debenture (including Additional Interest) at the time and place and at
the rate and in the money herein prescribed.

         So long as no Event of Default has occurred and is continuing, the
Company shall have the right at any time during the term of the Debentures and
from time to time to extend the interest payment period of such Debentures for
up to 20 consecutive quarters (each, an "Extended Interest Payment Period"), at
the end of which period the Company shall pay all interest then accrued and
unpaid (together with interest thereon at the rate specified for the Debentures
to the extent that payment of such interest is enforceable under applicable
law). Before the termination of any such Extended Interest Payment Period, the
Company may further extend such Extended Interest Payment Period, provided that
such Extended Interest Payment Period together with all such further extensions
thereof shall not exceed 20 consecutive quarters. At the termination of any
such Extended Interest Payment Period and upon the payment of all accrued and
unpaid interest and any additional amounts then due, the Company may commence a
new Extended Interest Payment Period.

         As provided in the Indenture and subject to certain limitations
therein set forth, this Debenture is transferable by the registered holder
hereof on the Debenture Register of the Company, upon surrender of this
Debenture for registration of transfer at the office or agency of the Trustee
accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company or the Trustee duly executed by the registered
holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Debentures of authorized denominations and for the same aggregate
principal amount shall be issued to the designated transferee or transferees.

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

         Prior to due presentment for registration of transfer of this
Debenture, the Company, the Trustee, any agent of the Company or the Trustee
may deem and treat the registered Holder hereof as the absolute owner hereof
(whether or not this Debenture shall be overdue and notwithstanding any notice
of ownership or writing hereon made by anyone other than the Debenture
Registrar) for the purpose of receiving payment of or on account of the
principal hereof and interest due hereon and for all other purposes, and
neither the Company nor the Trustee nor any paying agent nor any Debentures
Registrar shall be affected by any notice to the contrary.

         The Company and, by its acceptance of this Debenture or a beneficial
interest therein, the Holder of, and any person that acquires a beneficial
interest in, this Debenture agrees that for United States Federal, state and
local tax purposes it is intended that this Debenture constitute indebtedness.

         THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF TENNESSEE.

         THIS SECURITY IS A DIRECT AND UNSECURED OBLIGATION OF THE COMPANY,
DOES NOT EVIDENCE DEPOSITS AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER INSURER OR GOVERNMENT AGENCY.

         No recourse shall be had for the payment of the principal of or the
interest on this Debenture, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture, against any
incorporator, stockholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or successor


<PAGE>   58


corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issuance hereof, expressly waived and released.

         The Debentures are issuable only in registered form without coupons in
denominations of $1,000.00 and any integral multiple thereof.

         All terms used in this Debenture that are defined in the Indenture or
in the Amended and Restated Trust Agreement dated ______________, 2000 (as
modified, amended or supplemented from time to time, the "Trust Agreement"),
relating to Franklin Capital Trust I (the "Trust") among the Company, as
Depositor, the Trustees named therein and to Holders from time to time of the
Trust Securities issued pursuant thereto, shall have the meanings assigned to
them in the Indenture or the Trust Agreement, as the case may be.