<PAGE>   1
                                                                     EXHIBIT 4.1



                          JUNIOR SUBORDINATED INDENTURE

                                     between


                                    VIB CORP



                                       and



                            FIRST UNION NATIONAL BANK
                                   as Trustee



                            Dated as of July 12, 2000

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                                TABLE OF CONTENTS


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                                    ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.1.  Definitions......................................................1
SECTION 1.2.  Compliance Certificate and Opinions.............................10
SECTION 1.3.  Forms of Documents Delivered to Trustee.........................11
SECTION 1.4.  Acts of Holders.................................................11
SECTION 1.5.  Notices, Etc. to Trustee and Company............................13
SECTION 1.6.  Notice to Holders; Waiver.......................................14
SECTION 1.7.  Effect of Headings and Table of Contents........................14
SECTION 1.8.  Successors and Assigns..........................................14
SECTION 1.9.  Separability Clause.............................................14
SECTION 1.10. Benefits of Indenture...........................................15
SECTION 1.11. Governing Law...................................................15
SECTION 1.12. Non-Business Days...............................................15


                                   ARTICLE II

                                 SECURITY FORMS

SECTION 2.1.  Form of Security................................................15
SECTION 2.2.  Restricted Legend...............................................21
SECTION 2.3.  Form of Trustee's Certificate of Authentication.................21
SECTION 2.4.  Temporary Securities............................................22
SECTION 2.5.  Definitive Securities...........................................22


                                   ARTICLE III

                                 THE SECURITIES

SECTION 3.1.  Payment of Principal and Interest...............................23
SECTION 3.2.  Denominations...................................................25
SECTION 3.3.  Execution, Authentication, Delivery and Dating..................25
SECTION 3.4.  Global Securities...............................................26
SECTION 3.5.  Registration, Transfer and Exchange Generally...................28
SECTION 3.6.  Mutilated, Destroyed, Lost and Stolen Securities................29
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SECTION 3.7.  Persons Deemed Owners...........................................30
SECTION 3.8.  Cancellation....................................................30
SECTION 3.9.  Deferrals of Interest Payment Dates.............................30
SECTION 3.10. Right of Set-Off................................................32
SECTION 3.11. Agreed Tax Treatment............................................32
SECTION 3.12. CUSIP Numbers...................................................32


                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

SECTION 4.1.  Satisfaction and Discharge of Indenture.........................32
SECTION 4.2.  Application of Trust Money......................................34


                                    ARTICLE V

                                    REMEDIES

SECTION 5.1.  Events of Default...............................................34
SECTION 5.2.  Acceleration of Maturity; Rescission and Annulment..............35
SECTION 5.3.  Collection of Indebtedness and Suits for Enforcement by Trustee.36
SECTION 5.4.  Trustee May File Proofs of Claim................................37
SECTION 5.5.  Trustee May Enforce Claim Without Possession of Securities......37
SECTION 5.6.  Application of Money Collected..................................37
SECTION 5.7.  Limitation on Suits.............................................38
SECTION 5.8.  Unconditional Right of Holders to Receive Principal, Premium
                and Interest; Direct Action by Holders of Preferred
                Securities....................................................39
SECTION 5.9.  Restoration of Rights and Remedies..............................39
SECTION 5.10. Rights and Remedies Cumulative..................................39
SECTION 5.11. Delay or Omission Not Waiver....................................39
SECTION 5.12. Control by Holders..............................................40
SECTION 5.13. Waiver of Past Defaults.........................................40
SECTION 5.14. Undertaking for Costs...........................................41
SECTION 5.15. Waiver of Usury, Stay or Extension Laws.........................41
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                                   ARTICLE VI

                                   THE TRUSTEE

SECTION 6.1.  Corporate Trustee Required......................................41
SECTION 6.2.  Certain Duties and Responsibilities.............................42
SECTION 6.3.  Notice of Defaults..............................................43
SECTION 6.4.  Certain Rights of Trustee.......................................43
SECTION 6.5.  May Hold Securities.............................................45
SECTION 6.6.  Compensation; Reimbursement; Indemnity..........................45
SECTION 6.7.  Resignation and Removal; Appointment of Successor...............46
SECTION 6.8.  Acceptance of Appointment by Successor..........................47
SECTION 6.9.  Merger, Conversion, Consolidation or Succession to Business.....47
SECTION 6.10. Not Responsible for Recitals or Issuance of Securities..........48
SECTION 6.11. Appointment of Authenticating Agent.............................48


                                   ARTICLE VII

                HOLDER'S LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.1.  Company to Furnish Trustee Names and Addresses of Holders.......50
SECTION 7.2.  Preservation of Information, Communications to Holders..........50
SECTION 7.3.  Reports by Company..............................................50


                                  ARTICLE VIII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.1.  Company May Consolidate, Etc., Only on Certain Terms............51
SECTION 8.2.  Successor Company Substituted...................................51
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                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

SECTION 9.1.  Supplemental Indentures without Consent of Holders..............52
SECTION 9.2.  Supplemental Indentures with Consent of Holders.................53
SECTION 9.3.  Execution of Supplemental Indentures............................54
SECTION 9.4.  Effect of Supplemental Indentures...............................54
SECTION 9.5.  Reference in Securities to Supplemental Indentures..............54


                                    ARTICLE X

                                    COVENANTS

SECTION 10.1. Payment of Principal, Premium and Interest......................54
SECTION 10.2. Money for Security Payments to be Held in Trust.................54
SECTION 10.3. Statement as to Compliance......................................56
SECTION 10.4. Additional Tax Sums.............................................56
SECTION 10.5. Additional Covenants............................................56
SECTION 10.6. Waiver of Covenants.............................................57
SECTION 10.7. Treatment of Securities.........................................58


                                   ARTICLE XI

                            REDEMPTION OF SECURITIES

SECTION 11.1. Optional Redemption.............................................58
SECTION 11.2. Special Event Redemption........................................58
SECTION 11.3. Election to Redeem; Notice to Trustee...........................59
SECTION 11.4. Selection of Securities to be Redeemed..........................59
SECTION 11.5. Notice of Redemption............................................60
SECTION 11.6. Deposit of Redemption Price.....................................61
SECTION 11.7. Payment of Securities Called for Redemption.....................61
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                                   ARTICLE XII

                           SUBORDINATION OF SECURITIES

SECTION 12.1.  Securities Subordinate to Senior Debt..........................62
SECTION 12.2.  No Payment When Senior Debt in Default; Payment Over of
                 Proceeds Upon Dissolution, Etc...............................62
SECTION 12.3.  Payment Permitted If No Default................................63
SECTION 12.4.  Subrogation to Rights of Holders of Senior Debt................64
SECTION 12.5.  Provisions Solely to Define Relative Rights....................64
SECTION 12.6.  Trustee to Effectuate Subordination............................65
SECTION 12.7.  No Waiver of Subordination Provisions..........................65
SECTION 12.8.  Notice to Trustee..............................................65
SECTION 12.9.  Reliance on Judicial Order or Certificate of Liquidating
                 Agent........................................................66
SECTION 12.10. Trustee Not Fiduciary for Holders of Senior Debt...............66
SECTION 12.11. Rights of Trustee as Holder of Senior Debt; Preservation
                 of Trustee's Rights..........................................66
SECTION 12.12. Article Applicable to Paying Agents............................67
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                                       -v-
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        JUNIOR SUBORDINATED INDENTURE, dated as of July 12, 2000, between VIB
CORP, a California corporation (the "Company"), and FIRST UNION NATIONAL BANK, a
national banking association, as Trustee (in such capacity, the "Trustee").


                             RECITALS OF THE COMPANY

        WHEREAS, the Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance of its unsecured junior subordinated
debt securities (the "Securities") issued to evidence loans made to the Company
of the proceeds from the issuance by VIBC Capital Trust I, a New York common law
trust (the "Trust") of undivided preferred beneficial interests in the assets of
the Trust (the "Preferred Securities") and undivided common beneficial interests
in the assets of the Trust (the "Common Securities" and, collectively with the
Preferred Securities, the "Trust Securities"), and to provide the terms and
conditions upon which the Securities are to be authenticated, issued and
delivered; 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, THIS INDENTURE WITNESSETH:

        For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities, as follows:


                                    ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

        SECTION 1.1. Definitions.

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

               (a) the terms defined in this Article have the meanings assigned
        to them in this Article;

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

<PAGE>   8

               (c) all accounting terms not otherwise defined herein have the
        meanings assigned to them in accordance with GAAP;

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

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

               (f) a reference to the singular includes the plural and
        vice-versa; and

               (g) the masculine, feminine or neuter genders used herein shall
        include the masculine, feminine and neuter genders.

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

        "Additional Interest" means the interest, if any, that shall accrue on
any amounts payable on the Securities the payment of which has not been made on
the applicable Interest Payment Date and which shall accrue at the rate per
annum specified or determined as specified in such Security.

        "Additional Tax Sums" has the meaning specified in Section 10.4.

        "Additional Taxes" means taxes, duties or other governmental charges
imposed on the Trust as a result of a Tax Event (which, for the sake of clarity,
does not include amounts required to be deducted or withheld by the Trust from
payments made by the Trust to or for the benefit of the Holder of, or any Person
that acquires a beneficial interest in, the Securities).

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

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

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



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        "Bankruptcy Code" means Title 11 of the United States Code or any
successor statute thereto, in each case as amended from time to time.

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

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

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

        "Capital Disqualification Event" means the reasonable determination by
the Company that, as a result of an amendment to or a change in law or
regulation (including any announced prospective change) or a change in
interpretation or application of law or regulation by any legislative body,
court, governmental agency or regulatory authority, there is more than
insubstantial risk that the Company will not be permitted to treat an amount
equal to the aggregate principal amount of the Securities as "Tier I Capital"
(or the then equivalent) for purposes of the capital adequacy guidelines of the
Federal Reserve, which amendment, change or prospective change becomes effective
or would become effective, as the case may be, on or after the date of issuance
of the Securities.

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

        "Common Securities" has the meaning specified in the first recital of
this Indenture.

        "Common Stock" means the common stock, no par value per share, of the
Company.

        "Company" means the Person named as the "Company" in the first paragraph
of this Indenture until a successor corporation shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter "Company" shall
mean such successor corporation.

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



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        "Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be administered,
which office at the date of this Indenture is located at 401 S. Tryon Street,
12th Floor, Charlotte, North Carolina 28288-1179, Attention: Corporate Trust.

        "Debt" means, with respect to any Person, whether recourse is to all or
a portion of the assets of such Person, whether currently existing or hereafter
incurred and whether or not contingent and without duplication, (i) every
obligation of such Person for money borrowed; (ii) every obligation of such
Person evidenced by bonds, debentures, notes or other similar instruments,
including obligations incurred in connection with the acquisition of property,
assets or businesses; (iii) every reimbursement obligation of such Person with
respect to letters of credit, bankers' acceptances or similar facilities issued
for the account of such Person; (iv) every obligation of such Person issued or
assumed as the deferred purchase price of property or services (but excluding
trade accounts payable arising in the ordinary course of business); (v) every
capital lease obligation of such Person; (vi) all indebtedness of such Person,
whether incurred on or prior to the date of this Indenture or thereafter
incurred, for claims in respect of derivative products, including interest rate,
foreign exchange rate and commodity forward contracts, options and swaps and
similar arrangements; (vii) every obligation of the type referred to in clauses
(i) through (vi) of another Person and all dividends of another Person the
payment of which, in either case, such Person has guaranteed or is responsible
or liable for, directly or indirectly, as obligor or otherwise; and (viii) any
renewals, extensions, refundings, amendments or modifications of any obligation
of the type referred to in clauses (i) through (vii).

        "Defaulted Interest" has the meaning specified in Section 3.1.

        "Depositary" means, an organization registered as a clearing agency
under the Exchange Act that is designated as Depositary by the Company or any
successor thereto. DTC will be the initial Depositary.

        "Depository Participant" means a broker, dealer, bank, other financial
institution or other Person for whom from time to time a Depositary effects
book-entry transfers and pledges of securities deposited with the Depositary.

        "Distributions" means amounts payable in respect of the Trust Securities
as provided in the Trust Agreement and referred to therein as "Distributions."

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

        "DTC" means the Depository Trust Company, a New York corporation.

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



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

        "Expiration Date" has the meaning specified in Section 1.4.

        "Extension Period" has the meaning specified in Section 3.9.

        "Federal Reserve" means the Board of Governors of the Federal Reserve
System, as from time to time constituted, or if at any time after the execution
of this Indenture such Board is not existing and performing the duties now
assigned to it, then the body performing such duties on such date.

        "GAAP" means United States generally accepted accounting principles,
consistently applied, from time to time in effect.

        "Global Security" means a Security that evidences all or part of the
Securities, the ownership and transfers of which shall be made through book
entries by a Depositary.

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

        "Guarantee Agreement" means the Guarantee Agreement executed by the
Company, contemporaneously with the execution and delivery of this Indenture,
for the benefit of the holders of the Preferred Securities, as modified, amended
or supplemented from time to time.

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

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



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        "Interest Payment Date" means January 19 and July 19.

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

        "Investment Company Event" means the receipt by the Company of an
Opinion of Counsel experienced in such matters to the effect that, as a result
of the occurrence of a change in law or regulation or a written change
(including any announced prospective change) in interpretation or application of
law or regulation by any legislative body, court, governmental agency or
regulatory authority, there is more than an insubstantial risk that the Trust is
or will be considered an "investment company" that is required to be registered
under the Investment Company Act, which change or prospective change becomes
effective or would become effective, as the case may be, on or after the date of
the issuance of the Securities.

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

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

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

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

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

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

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

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



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               (iii) Securities that have been paid or in substitution for or in
        lieu of which other Securities have been authenticated and delivered
        pursuant to the provisions of this Indenture, unless proof satisfactory
        to the Trustee is presented that any such Securities are held by Holders
        in whose hands such Securities are valid, binding and legal obligations
        of the Company;

provided, that in determining whether the Holders of the requisite principal
amount of Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, Securities owned by the Company
or any other obligor upon the Securities or any Affiliate of the Company or such
other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only
Securities that a Responsible Officer of the Trustee actually knows to be so
owned shall be so disregarded. Securities so owned that have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or such other obligor.
Notwithstanding anything herein to the contrary, Securities initially issued to
the Trust that are owned by the Trust shall be deemed to be Outstanding
notwithstanding the ownership by the Company or an Affiliate of any beneficial
interest in the Trust.

        "Paying Agent" means the Trustee or any Person authorized by the Company
to pay the principal of or any premium or interest on, or other amounts in
respect of, any Securities on behalf of the Company.

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

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

        "Preferred Securities" has the meaning specified in the first recital of
this Indenture.

        "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security. For the purposes of this definition, any security
authenticated and delivered under Section 3.6 in lieu of a mutilated, destroyed,
lost or stolen Security shall be deemed to evidence the same debt as the
mutilated, destroyed, lost or stolen Security.

        "Proceeding" has the meaning specified in Section 12.2.



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        "Property Trustee" means the Person identified as the "Property Trustee"
in the Trust Agreement, solely in its capacity as Property Trustee of the Trust
under the Trust Agreement and not in its individual capacity, or its successor
in interest in such capacity, or any successor Property Trustee appointed as
therein provided.

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

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

        "Regular Record Date" for the interest payable on any Interest Payment
Date with respect to the Securities means the date that is fifteen days
preceding such Interest Payment Date (whether or not a Business Day).

        "Responsible Officer" means, with respect to the Trustee, any Senior
Vice President, any Vice President, any Assistant Vice President, the Secretary,
any Assistant Secretary, the Treasurer, any Assistant Treasurer, any Trust
Officer or Assistant Trust Officer or any other officer of the Corporate Trust
Department of the Trustee and also means, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred because of that
officer's knowledge of and familiarity with the particular subject.

        "Rights Plan" means a plan of the Company providing for the issuance by
the Company to all holders of its Common Stock of rights entitling the holders
thereof to subscribe for or purchase shares of any class or series of capital
stock of the Company which rights (i) are deemed to be transferred with such
shares of such Common Stock and (ii) are also issued in respect of future
issuances of such Common Stock, in each case until the occurrence of a specified
event or events.

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

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

        "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 3.5.

        "Senior Debt" means the principal of and any premium and interest on
(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) all Debt of the
Company, 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



                                      -8-
<PAGE>   15

Securities or to other Debt that is pari passu with, or subordinated to, the
Securities, provided, that Senior Debt shall not be deemed to include (a) the
Guarantee Agreement, (b) any Debt of the Company that, when incurred and without
respect to any election under Section 1111(b) of the Bankruptcy Code, was
without recourse to the Company, (c) any Debt of the Company to any of its
Subsidiaries that are not "banks" as defined in the Bank Holding Company Act of
1956, as amended, (d) any Debt of the Company to any employee of the Company and
(e) any Debt incurred under the Junior Subordinated Indenture dated February 5,
1999 with Wilmington Trust Company, as trustee, and any guarantee issued in
connection therewith which Debt described in this subparagraph (e) is pari passu
with the Securities.

        "Special Event" means the occurrence of a Capital Disqualification
Event, an Investment Company Event or a Tax Event.

        "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.1.

        "Stated Maturity" means July 19, 2030.

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

        "Tax Event" means the receipt by the Company of an Opinion of Counsel
experienced in such matters to the effect that, as a result of (a) any amendment
to or change (including any announced prospective change) in the laws or any
regulations thereunder of the United States or any political subdivision or
taxing authority thereof or therein or (b) any judicial decision or any official
administrative pronouncement (including any private letter ruling, technical
advice memorandum or field service advice) or regulatory procedure, including
any notice or announcement of intent to adopt any such pronouncement or
procedure (an "Administrative Action"), regardless of whether such judicial
decision or Administrative Action is issued to or in connection with a
proceeding involving the Company or the Trust and whether or not subject to
review or appeal, which amendment, change, judicial decision or Administrative
Action is enacted, promulgated or announced, in each case, on or after the date
of issuance of the Securities, there is more than an insubstantial risk that (i)
the Trust is, or will be within 90 days of the date of such opinion, subject to
United States Federal income tax with respect to income received or accrued on
the securities held by the Trust, (ii) interest payable by the Company on
Securities issued to the Trust is not, or within 90 days of the date of such
opinion, will not be, deductible by the Company, in whole or in part, for United
States Federal income tax purposes, or (iii) the Trust is, or will be within 90
days of the date of such opinion, subject to more than a de minimis amount of
other taxes, duties or other governmental charges.



                                      -9-
<PAGE>   16

        "Trust" has the meaning specified in the first recital of this
Indenture.

        "Trust Agreement" means the Trust Agreement executed and delivered by
the Company, the Property Trustee, and the Administrative Trustees named
therein, contemporaneously with the execution and delivery of this Indenture,
for the benefit of the holders of the Trust Securities, as amended or
supplemented from time to time.

        "Trustee" means the Person named as the "Trustee" in the first paragraph
of this instrument, solely in its capacity as such and not in its individual
capacity, until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean or
include each Person who is then a Trustee hereunder.

        "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
and as in effect on the date as of this Indenture.

        "Trust Securities" has the meaning specified in the first recital of
this Indenture.

        SECTION 1.2. Compliance Certificate and Opinions.

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

        (b) Every certificate with respect to compliance with a condition or
covenant provided for in this Indenture (other than the certificate provided
pursuant to Section 10.3) shall include:

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

        (ii) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions of such individual contained
in such certificate or opinion are based;

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



                                      -10-
<PAGE>   17

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

        SECTION 1.3. Forms of Documents Delivered to Trustee.

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

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

        (c) Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

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

        SECTION 1.4. Acts of Holders.

        (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given to or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent
thereof duly appointed in writing; and, except as herein otherwise expressly
provided,



                                      -11-
<PAGE>   18

such action shall become effective when such instrument or instruments is or are
delivered to the Trustee, and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section 1.4.

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

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

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

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

        (f) Except as set forth in paragraph (g) of this Section 1.4, the
Company may set any day as a record date for the purpose of determining the
Holders of Outstanding Securities entitled to give, make or take any request,
demand, authorization, direction, notice, consent, waiver or other action
provided or permitted by this Indenture to be given, made or taken by Holders of
Securities. If any record date is set pursuant to this paragraph, the Holders of
Outstanding Securities on such record date, and no other Holders, shall be
entitled to take the relevant action, whether or not such Holders remain Holders
after such record date; provided, that no such action shall be effective
hereunder unless taken on or prior to the applicable Expiration Date (as defined
below) by Holders of the requisite principal amount of Outstanding Securities on
such record date. Nothing in this paragraph shall be construed to prevent the
Company from setting a new record date for any action for which a record date
has previously been set pursuant to this paragraph (whereupon the record date
previously set shall automatically and with no action by any Person be canceled
and of no effect). Promptly after any record date is set pursuant to this



                                      -12-
<PAGE>   19

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

        (g) The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to join in the giving
or making of (i) any Notice of Default, (ii) any declaration of acceleration or
recission or annulment thereof referred to in Section 5.2, (iii) any request to
institute proceedings referred to in Section 5.7(b) or (iv) any direction
referred to in Section 5.12. If any record date is set pursuant to this
paragraph, the Holders of Outstanding Securities on such record date, and no
other Holders, shall be entitled to join in such notice, declaration, request or
direction, whether or not such Holders remain Holders after such record date;
provided, that no such action shall be effective hereunder unless taken on or
prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities on such record date. Nothing in this paragraph
shall be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be canceled and of no effect). Promptly after any record
date is set pursuant to this paragraph, the Trustee, at the Company's expense,
shall cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Company in writing and to each
Holder of Securities in the manner set forth in Section 1.6.

        (h) With respect to any record date set pursuant to paragraph (f) or (g)
of this Section, the party hereto that sets such record date may designate any
day as the "Expiration Date" and from time to time may change the Expiration
Date to any earlier or later day; provided, that no such change shall be
effective unless notice of the proposed new Expiration Date is given to the
other party hereto in writing, and to each Holder of Securities in the manner
set forth in Section 1.6, on or prior to the existing Expiration Date. If an
Expiration Date is not designated with respect to any record date set pursuant
to this Section, the party hereto that set such record date shall be deemed to
have initially designated the 90th day after such record date as the Expiration
Date with respect thereto, subject to its right to change the Expiration Date as
provided in this paragraph. Notwithstanding the foregoing, no Expiration Date
shall be later than the 180th day after the applicable record date.

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

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

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



                                      -13-
<PAGE>   20

        (b) the Company by the Trustee, any Holder or any holder of Preferred
Securities shall be sufficient for every purpose hereunder if in writing and
mailed, first class, postage prepaid, to the Company addressed to it at 1498
Main Street, El Centro, CA 92243 or at any other address previously furnished in
writing to the Trustee by the Company.

        SECTION 1.6. Notice to Holders; Waiver.

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

        SECTION 1.7. Effect of Headings and Table of Contents.

        The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction of this Indenture.

        SECTION 1.8. Successors and Assigns.

        This Indenture shall be binding upon and shall inure to the benefit of
any successor to the Company and the Trustee, including any successor by
operation of law. Except in connection with a transaction involving the Company
that is permitted under Article VIII and pursuant to which the assignee agrees
in writing to perform the Company's obligations hereunder, the Company shall not
assign its obligations hereunder.

        SECTION 1.9. Separability Clause.

        If any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby,
and there shall be deemed substituted for the provision at issue a valid, legal
and enforceable provision as similar as possible to the provision at issue.



                                      -14-
<PAGE>   21

        SECTION 1.10. Benefits of Indenture.

        Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors and
assigns, the holders of Senior Debt, the Holders of the Securities and, to the
extent expressly provided in Sections 5.2, 5.8, 5.9, 5.11, 5.13, 9.2 and 10.6,
the holders of Preferred Securities, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

        SECTION 1.11. Governing Law.

        THIS INDENTURE AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE HOLDERS,
THE COMPANY AND THE TRUSTEE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS
CONFLICT OF LAWS PROVISIONS.

        SECTION 1.12. Non-Business Days.

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


                                   ARTICLE II

                                 SECURITY FORMS

        SECTION 2.1. Form of Security.

                                    VIB CORP

                    11.695% JUNIOR SUBORDINATED NOTE DUE 2030

No.                                                                   $

        VIB CORP, a corporation organized and existing under the laws of
California (hereinafter called the "Company," which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to



                                      -15-
<PAGE>   22

, or registered assigns, the principal sum of ________ Dollars [if the Security
is a Global Security, then insert -- or such other principal amount represented
hereby as may be set forth in the records of the Securities Registrar
hereinafter referred to in accordance with the Indenture] on July 19, 2030. The
Company further promises to pay interest on said principal sum from July 26,
2000 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually (subject to deferral as set forth
herein) in arrears on January 19 and July 19 of each year, commencing January
19, 2001 at the rate of 11.695% per annum, together with Additional Tax Sums, if
any, as provided in Section 10.4 of the Indenture, until the principal hereof is
paid or duly provided for or made available for payment; provided, that any
overdue principal, premium or Additional Tax Sums and any overdue installment of
interest shall bear Additional Interest at the rate of 13.695% per annum (to the
extent that the payment of such interest shall be legally enforceable),
compounded semi-annually, from the dates such amounts are due until they are
paid or made available for payment, and such interest shall be payable on
demand.

        The amount of interest payable for any period less than a full interest
period shall be computed on the basis of a 360-day year of twelve 30-day months
and the actual days elapsed in a partial month in such period. The amount of
interest payable for any full interest period shall be computed by dividing the
applicable rate per annum by two. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date shall, as provided in the
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest installment, which shall be the January 4 or July
4 (whether or not a Business Day), as the case may be, preceding such Interest
Payment Date. Any such interest not so punctually paid or duly provided for
shall forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in the Indenture.

        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 this Security, from
time to time to defer the payment of interest on this Security for a period of
up to ten (10) consecutive semi-annual interest payment periods (each such
period, an "Extension Period"), during which Extension Periods the Company shall
have the right to make no payments or partial payments of interest on any
Interest Payment Date. No Extension Period shall end on a date other than an
Interest Payment Date and no Extension Period shall extend beyond the Stated
Maturity of the principal of this Security. No interest shall be due and payable
during an Extension Period, except at the end thereof, but each installment of
interest that would otherwise have been due and payable during such Extension
Period shall bear Additional Interest (to the extent payment of such interest
would be legally enforceable) at the rate of 13.695% compounded semiannually,
from the dates on which amounts



                                      -16-
<PAGE>   23

would have otherwise been due and payable until paid or made available for
payment. At the end of any such Extension Period, the Company shall pay all
interest then accrued and unpaid on this Security together with such Additional
Interest. Prior to the termination of any such Extension Period, the Company may
further defer the payment of interest; provided, that (i) all such previous and
further extensions comprising such Extension Period do not exceed ten (10)
semi-annual interest payment periods, (ii) no Extension Period shall end on a
date other than an Interest Payment Date and (iii) no Extension Period shall
extend beyond the Stated Maturity of the principal of this Security. Upon the
termination of any such Extension Period and upon the payment of all accrued and
unpaid interest and any Additional Interest then due on any Interest Payment
Date, the Company may elect to begin a new Extension Period; provided, that (i)
such Extension Period does not exceed ten (10) semi-annual interest payment
periods, (ii) no Extension Period shall end on a date other than an Interest
Payment Date and (iii) no Extension Period shall extend beyond the Stated
Maturity of the principal of this Security. The Company shall give the Holder of
this Security and the Trustee written notice of its election to begin any such
Extension Period at least one Business Day prior to the next succeeding Interest
Payment Date on which interest on this Security would be payable but for such
deferral or, so long as this Security is held by the Trust, at least one
Business Day prior to the earlier of (i) the next succeeding date on which
Distributions on the Preferred Securities of VIBC Capital Trust I would be
payable but for such deferral and (ii) the date on which the Property Trustee of
such Trust is required to give notice to any securities exchange or other
applicable self-regulatory organization or to holders of such Preferred
Securities of the record date for the payment of such Distributions.

        During any such Extension Period, the Company shall not (i) declare or
pay any dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of the Company's capital stock or (ii)
make any payment of principal of or any interest or premium on or repay,
repurchase or redeem any debt securities of the Company that rank pari passu in
all respects with or junior in interest to this Security (other than (a)
repurchases, redemptions or other acquisitions of shares of capital stock of the
Company in connection with any employment contract, benefit plan or other
similar arrangement with or for the benefit of any one or more employees,
officers, directors or consultants, in connection with a dividend reinvestment
or stockholder stock purchase plan or in connection with the issuance of capital
stock of the Company (or securities convertible into or exercisable for such
capital stock) as consideration in an acquisition transaction entered into prior
to the applicable Extension Period, (b) as a result of an exchange or conversion
of any class or series of the Company's capital stock (or any capital stock of a
Subsidiary of the Company) for any class or series of the Company's capital
stock or of any class or series of the Company's indebtedness for any class or
series of the Company's capital stock, (c) the purchase of fractional interests
in shares of the Company's capital stock pursuant to the conversion or exchange
provisions of such capital stock or the security being converted or exchanged,
(d) any declaration of a dividend in connection with any Rights Plan, the
issuance of rights, stock or other property under any Rights Plan or the
redemption or repurchase of rights pursuant thereto, or (e) any dividend in the
form of stock, warrants, options or other rights where the dividend stock or the
stock issuable upon exercise of



                                      -17-
<PAGE>   24

such warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks pari passu with or junior to such stock).

        Payment of principal of, premium, if any, and interest on this Security
shall be made in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts.
Payments of principal, premium, if any, and interest due at the Stated Maturity
or earlier redemption of this Security shall be made at the office or agency of
the Company maintained for that purpose at the Place of Payment upon surrender
of such Notes to the Paying Agent and payments of interest shall be made, at the
option of the Company, subject to such surrender where applicable, (i) by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register or (ii) by wire transfer at such place and to
such account at a banking institution in the United States as may be designated
in writing to the Paying Agent at least 10 Business Days prior to the date for
payment by the Person entitled thereto.

        The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, subordinate and junior in right of payment to the prior
payment in full of all Senior Debt, and this Security is issued subject to the
provisions of the Indenture with respect thereto. Each Holder of this Security,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his or her behalf to take such actions as
may be necessary or appropriate to effectuate the subordination so provided and
(c) appoints the Trustee his or her attorney-in-fact for any and all such
purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice
of the acceptance of the subordination provisions contained herein and in the
Indenture by each holder of Senior Debt, whether now outstanding or hereafter
incurred, and waives reliance by each such holder upon said provisions.

        This Security is one of a duly authorized issue of securities of the
Company (the "Securities"), issued under the Junior Subordinated Indenture,
dated as of July 12, 2000 (the "Indenture"), between the Company and First Union
National Bank, as Trustee (in such capacity, the "Trustee", which term includes
any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee, the holders of Senior Debt and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered.

        All terms used in this Security that are defined in the Indenture or in
the Trust Agreement, dated as of July 12, 2000 (as modified, amended or
supplemented from time to time, the "Trust Agreement"), relating to VIBC Capital
Trust I (the "Trust") among the Company, as Depositor, the Trustees named
therein and the 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.

        The Company may at any time, at its option, on or after July 19, 2010,
and subject to the terms and conditions of Article XI of the Indenture, redeem
this Security in whole at any time or



                                      -18-
<PAGE>   25

in part from time to time, at the following Redemption Prices (expressed as
percentages of the principal amount), if redeemed during the 12-month period
beginning on the July 19, of the years indicated:

<TABLE>
<CAPTION>
                               Redemption                                        Redemption
          Year                    Price                    Year                    Price
          ----                 ----------                  ----                  ----------
<S>                            <C>                         <C>                   <C>
          2010                  105.848%                   2015                   102.924%
          2011                  105.263%                   2016                   102.339%
          2012                  104.678%                   2017                   101.754%
          2013                  104.093%                   2018                   101.170%
          2014                  103.509%                   2019                   100.585%
</TABLE>

and thereafter at a Redemption Price equal to 100% of the principal amount
hereof, together, in the case of any such redemption, with accrued interest,
including any Additional Interest, to but excluding the date fixed for
redemption; provided, that the Company shall have received the prior approval of
the Federal Reserve if then required.

        In addition, upon the occurrence and during the continuation of a
Special Event, the Company may, at its option, upon not less than 45 days' nor
more than 75 days' written notice to the Holders of the Securities, redeem this
Security, in whole but not in part, subject to the terms and conditions of
Article XI of the Indenture, at a redemption price equal to 100% of the
principal amount hereof, together, in the case of any such redemption, with
accrued interest, including any Additional Interest, to but excluding the date
fixed for redemption; provided, that the Company shall have received the prior
approval of the Federal Reserve if then required.

        In the event of redemption of this Security in part only, a new Security
or Securities for the unredeemed portion hereof will be issued in the name of
the Holder hereof upon the cancellation hereof.

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



                                      -19-
<PAGE>   26

herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.

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

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

        The Securities are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple of $1,000 in excess thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities are exchangeable for a like aggregate principal amount of
Securities and of like tenor of a different authorized denomination, as
requested by the Holder surrendering the same.

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

        The Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Security is registered as the owner hereof
for all purposes, whether or not this Security be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

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

        THIS SECURITY SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT
OF LAWS PROVISIONS.

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



                                      -20-
<PAGE>   27

        IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                             VIB CORP


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

        SECTION 2.2. Restricted Legend.

        (a) Any Security issued hereunder shall bear a legend in substantially
the following form:

        "THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
        REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND THIS SECURITY MAY NOT
        BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
        REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM."

        (b) The above legend shall not be removed from any Security unless there
is delivered to the Company satisfactory evidence, which may include an opinion
of counsel, as may be reasonably required to ensure that any future transfers
thereof may be made without restriction under the provisions of the Securities
Act and other applicable law. Upon provision of such satisfactory evidence, the
Company shall execute and deliver to the Trustee, and the Trustee shall deliver,
at the written direction of the Company, a Security that does not bear the
legend.

        SECTION 2.3. Form of Trustee's Certificate of Authentication.

        The Trustee's certificates of authentication shall be in substantially
the following form:

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

Dated:

                                             FIRST UNION NATIONAL BANK ,
                                             as Trustee

                                             By:
                                                --------------------------------
                                                 Authorized officer



                                      -21-
<PAGE>   28

        SECTION 2.4. Temporary Securities.

        (a) Pending the preparation of definitive Securities, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities that are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as evidenced by their execution of such
Securities.

        (b) If temporary Securities are issued, the Company will cause
definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the Company designated for that purpose
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor one or more definitive Securities,
of any authorized denominations having the same Original Issue Date and Stated
Maturity and having the same terms as such temporary Securities. Until so
exchanged, the temporary Securities shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities.

        SECTION 2.5. Definitive Securities.

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


                                   ARTICLE III

                                 THE SECURITIES

        SECTION 3.1. Payment of Principal and Interest.

        (a) The unpaid principal amount of the Notes shall bear interest at the
rate of 11.695 % per annum until paid or duly provided for, such interest to
accrue from the Original Issue Date or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, and any overdue
principal, premium or Additional Tax Sums and any overdue installment of
interest shall bear Additional Interest at the rate of 13.695% per annum from
the dates such amounts are due until they are paid or made available for
payment.



                                      -22-
<PAGE>   29

        (b) Interest and Additional Interest on any Security that is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, except that interest and any Additional Interest payable on
the Stated Maturity of the principal of a Security or on a Redemption Date shall
be paid to the Person to whom principal is paid. The initial payment of interest
on any Security that is issued between a Regular Record Date and the related
Interest Payment Date shall be payable as provided in such Security.

        (c) Any interest on any Security that is due and payable, but is not
timely paid or duly provided for, on any Interest Payment Date for Securities
(herein called "Defaulted Interest") shall forthwith cease to be payable to the
registered Holder on the relevant Regular Record Date by virtue of having been
such Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in paragraph (i) or (ii) below:

               (i) The Company may elect to make payment of any Defaulted
        Interest to the Persons in whose names the Securities (or their
        respective Predecessor Securities) are registered at the close of
        business on a Special Record Date for the payment of such Defaulted
        Interest (a "Special Record Date"), which shall be fixed in the
        following manner. At least 30 days prior to the date of the proposed
        payment, the Company shall notify the Trustee in writing of the amount
        of Defaulted Interest proposed to be paid on each Security and the date
        of the proposed payment, and at the same time the Company shall deposit
        with the Trustee an amount of money equal to the aggregate amount
        proposed to be paid in respect of such Defaulted Interest or shall make
        arrangements satisfactory to the Trustee for such deposit prior to the
        date of the proposed payment, such money when deposited to be held in
        trust for the benefit of the Persons entitled to such Defaulted
        Interest. Thereupon the Trustee shall fix a Special Record Date for the
        payment of such Defaulted Interest, which shall be not more than 15 days
        and not less than 10 days prior to the date of the proposed payment and
        not less than 10 days after the receipt by the Trustee of the notice of
        the proposed payment. The Trustee shall promptly notify the Company of
        such Special Record Date and, in the name and at the expense of the
        Company, shall cause notice of the proposed payment of such Defaulted
        Interest and the Special Record Date therefor to be mailed, first class,
        postage prepaid, to each Holder of a Security at the address of such
        Holder as it appears in the Securities Register not less than 10 days
        prior to such Special Record Date. Notice of the proposed payment of
        such Defaulted Interest and the Special Record Date therefor having been
        so mailed, such Defaulted Interest shall be paid to the Persons in whose
        names the Securities (or their respective Predecessor Securities) are
        registered on such Special Record Date; or

               (ii) The Company may make payment of any Defaulted Interest in
        any other lawful manner not inconsistent with the requirements of any
        securities exchange on which the Securities may be listed and, upon such
        notice as may be required by such exchange (or by the Trustee if the
        Securities are not listed), if, after notice given by the



                                      -23-
<PAGE>   30

        Company to the Trustee of the proposed payment pursuant to this clause,
        such payment shall be deemed practicable by the Trustee.

        (d) Payments of interest on the Notes shall include interest accrued to
but excluding the respective Interest Payment Dates. Interest payments for the
Notes shall be computed and paid on the basis of a 360-day year of twelve 30-day
months, and interest on the Securities for a full period shall be computed by
dividing the rate per annum by the number of interest periods that together
constitute a full 12 months.

        (e) Payment of principal of, premium, if any, and interest on the Notes
shall be made in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts.
Payments of principal, premium, if any, and interest due at the Stated Maturity
or earlier redemption of such Notes shall be made at the Place of Payment upon
surrender of such Notes to the Paying Agent and payments of interest shall be
made, at the option of the Company, subject to such surrender where applicable,
(i) by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register or (ii) by wire transfer at such
place and to such account at a banking institution in the United States as may
be designated in writing to the Trustee at least 10 Business Days prior to the
date for payment by the Person entitled thereto. The Company initially
designates the Corporate Trust Office as the Place of Payment. The Company shall
give prompt written notice to the Trustee and to the Holders of any change in
the location of the Place of Payment.

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

        SECTION 3.2. Denominations.

        The Securities shall be in registered form without coupons and shall be
issuable in denominations of $1,000 and any integral multiple of $1,000 in
excess thereof.

        SECTION 3.3. Execution, Authentication, Delivery and Dating.

        (a) At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities in an aggregate principal
amount not in excess of $10,309,000 executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities. In authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
shall be fully protected in relying upon:

               (i) a copy of any Board Resolution relating thereto; and



                                      -24-
<PAGE>   31

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

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

        (b) The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman of the Board, its President or one of
its Vice Presidents, under its corporate seal reproduced or impressed thereon
and attested by its Secretary or one of its Assistant Secretaries. The signature
of any of these officers on the Securities may be manual or facsimile.
Securities bearing the manual or facsimile signatures of individuals who were at
any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

        (c) No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose, unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by the manual signature of one of its authorized
officers, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder. Notwithstanding the foregoing, if any Security shall have
been authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 3.8, for all purposes of this Indenture such
Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.

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

        SECTION 3.4. Global Securities.

        (a) Upon the election of the Company prior to the Original Issue Date,
which election need not be in writing, the Securities shall be issued in the
form of one or more Global Securities registered in the name of the Depositary
or its nominee. Each Global Security issued under this Indenture shall be
registered in the name of the Depositary designated by the Company for such
Global Security or a nominee thereof and delivered to such Depositary or a
nominee thereof or custodian therefor, and each such Global Security shall
constitute a single Security for all purposes of this Indenture.



                                      -25-
<PAGE>   32

        (b) Notwithstanding any other provision in this Indenture, no Global
Security may be exchanged in whole or in part for Securities registered, and no
transfer of a Global Security in whole or in part may be registered, in the name
of any Person other than the Depositary for such Global Security or a nominee
thereof unless (i) such Depositary advises the Trustee and the Company in
writing that such Depositary is no longer willing or able to properly discharge
its responsibilities as Depositary with respect to such Global Security, and no
qualified successor is appointed by the Company within 90 days of receipt by the
Company of such notice, (ii) such Depositary ceases to be a clearing agency
registered under the Exchange Act and no successor is appointed by the Company
within 90 days after obtaining knowledge of such event, (iii) the Company
executes and delivers to the Trustee a Company Order stating that the Company
elects to terminate the book-entry system through the Depositary or (iv) an
Event of Default shall have occurred and be continuing an Event of Default. Upon
the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above,
the Trustee shall notify the Depositary and instruct the Depositary to notify
all owners of beneficial interests in such Global Security of the occurrence of
such event and of the availability of Securities to such owners of beneficial
interests requesting the same. Upon the issuance of such Securities, the
Trustees shall recognize such holders of beneficial interests as Holders.

        (c) If any Global Security is to be exchanged for other Securities or
canceled in part, or if another Security is to be exchanged in whole or in part
for a beneficial interest in any Global Security, then either (i) such Global
Security shall be so surrendered for exchange or cancellation as provided in
this Article III or (ii) the principal amount thereof shall be reduced or
increased by an amount equal to the portion thereof to be so exchanged or
canceled, or equal to the principal amount of such other Security to be so
exchanged for a beneficial interest therein, as the case may be, by means of an
appropriate adjustment made on the records of the Securities Registrar,
whereupon the Trustee, in accordance with the Applicable Depository Procedures,
shall instruct the Depositary or its authorized representative to make a
corresponding adjustment to its records. Upon any such surrender or adjustment
of a Global Security by the Depositary, accompanied by registration
instructions, the Company shall execute and the Trustee shall authenticate and
deliver any Securities issuable in exchange for such Global Security (or any
portion thereof) in accordance with the instructions of the Depositary. The
Trustee shall not be liable for any delay in delivery of such instructions and
may conclusively rely on, and shall be fully protected in relying on, such
instructions.

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

        (e) Securities distributed to holders of Book-Entry Preferred Securities
(as defined in the applicable Trust Agreement) upon the dissolution of an Trust
shall be distributed in the form of one or more Global Securities registered in
the name of a Depositary or its nominee, and deposited with the Securities
Registrar, as custodian for such Depositary, or with such Depositary, for credit
by the Depositary to the respective accounts of the beneficial owners of the



                                      -26-
<PAGE>   33

Securities represented thereby (or such other accounts as they may direct).
Securities distributed to holders of Preferred Securities other than Book-Entry
Preferred Securities upon the dissolution of an Trust shall not be issued in the
form of a Global Security or any other form intended to facilitate book-entry
trading in beneficial interests in such Securities.

        (f) The Depositary or its nominee, as the registered owner of a Global
Security, shall be the Holder of such Global Security for all purposes under
this Indenture and the Securities, and owners of beneficial interests in a
Global Security shall hold such interests pursuant to the Applicable Depository
Procedures. Accordingly, any such owner's beneficial interest in a Global
Security shall be shown only on, and the transfer of such interest shall be
effected only through, records maintained by the Depositary or its nominee or
its Depositary Participants. The Securities Registrar and the Trustee shall be
entitled to deal with the Depositary for all purposes of this Indenture relating
to a Global Security (including the payment of principal and interest thereon
and the giving of instructions or directions by owners of beneficial interests
therein and the giving of notices) as the sole Holder of the Security and shall
have no obligations to the owners of beneficial interests therein. Neither the
Trustee nor the Securities Registrar shall have any liability in respect of any
transfers effected by the Depositary.

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

        (h) No holder of any beneficial interest in any Global Security held on
its behalf by a Depositary shall have any rights under this Indenture with
respect to such Global Security, and such Depositary may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the owner of
such Global Security for all purposes whatsoever. None of the Company, the
Trustee nor any agent of the Company or the Trustee will have any responsibility
or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests of a Global Security or maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests. Notwithstanding the foregoing, nothing herein shall prevent the
Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by a
Depositary or impair, as between a Depositary and such holders of beneficial
interests, the operation of customary practices governing the exercise of the
rights of the Depositary (or its nominee) as Holder of any Security.

        SECTION 3.5. Registration, Transfer and Exchange Generally.

        (a) The Trustee shall cause to be kept at the Corporate Trust Office a
register (the "Securities Register") in which the registrar and transfer agent
with respect to the Securities (the "Securities Registrar"), subject to such
reasonable regulations as it may prescribe, shall provide for the registration
of Securities and of transfers and exchanges of Securities. The Trustee shall at
all times also be the Securities Registrar. The provisions of Article VI shall
apply to the Trustee in its role as Securities Registrar.



                                      -27-
<PAGE>   34

        (b) Upon surrender for registration of transfer of any Security at the
offices or agencies of the Company designated for that purpose the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Securities of any
authorized denominations of like tenor and aggregate principal amount.

        (c) At the option of the Holder, Securities may be exchanged for other
Securities of any authorized denominations, of like tenor and aggregate
principal amount, upon surrender of the Securities to be exchanged at such
office or agency. Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the
Securities that the Holder making the exchange is entitled to receive.

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

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

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

        (g) Neither the Company nor the Trustee shall be required pursuant to
the provisions of this Section (i) to issue, register the transfer of or
exchange any Security during a period beginning at the opening of business 15
days before the day of selection for redemption of Securities pursuant to
Article XI and ending at the close of business on the day of mailing of the
notice of redemption or (ii) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except, in the case of
any such Security to be redeemed in part, any portion thereof not to be
redeemed.

        (h) The Company shall designate an office or offices or agency or
agencies where Securities may be surrendered for registration or transfer or
exchange. The Company initially designates the Corporate Trust Office as its
office and agency for such purposes. The Company shall give prompt written
notice to the Trustee and to the Holders of any change in the location of any
such office or agency.



                                      -28-
<PAGE>   35

        SECTION 3.6. Mutilated, Destroyed, Lost and Stolen Securities.

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

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

        (c) If any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

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

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

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

        SECTION 3.7. Persons Deemed Owners.

        The Company, the Trustee and any agent of the Company or the Trustee
shall treat the Person in whose name any Security is registered as the owner of
such Security for the purpose of receiving payment of principal of and any
interest on such Security and for all other purposes whatsoever, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.



                                      -29-
<PAGE>   36

        SECTION 3.8. Cancellation.

        All Securities surrendered for payment, redemption, transfer or exchange
shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee, and any such Securities and Securities surrendered directly to the
Trustee for any such purpose shall be promptly canceled by it. The Company may
at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder that the Company may have acquired in any
manner whatsoever, and all Securities so delivered shall be promptly canceled by
the Trustee. No Securities shall be authenticated in lieu of or in exchange for
any Securities canceled as provided in this Section, except as expressly
permitted by this Indenture. All canceled Securities shall be disposed of by the
Trustee in accordance with its customary practices and the Trustee shall deliver
to the Company a certificate of such disposition.

        SECTION 3.9. Deferrals of Interest Payment Dates.

        (a) 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 Securities,
from time to time to defer the payment of interest on the Securities for a
period of up to ten (10) consecutive semi-annual interest payment periods (each
such period, an "Extension Period"), during which Extension Periods the Company
shall have the right to make no payments or partial payments of interest on any
Interest Payment Date. No Extension Period shall end on a date other than an
Interest Payment Date and no Extension Period shall extend beyond the Stated
Maturity of the principal of the Securities. No interest shall be due and
payable during an Extension Period, except at the end thereof, but each
installment of interest that would otherwise have been due and payable during
such Extension Period shall bear Additional Interest (to the extent payment of
such interest would be legally enforceable) at the rate of 13.695% compounded
semiannually, from the dates on which amounts would have otherwise been due and
payable until paid or made available for payment. At the end of any such
Extension Period, the Company shall pay all interest then accrued and unpaid on
the Securities together with such Additional Interest. Prior to the termination
of any such Extension Period, the Company may extend such Extension Period and
further defer the payment of interest; provided, that (i) all such previous and
further extensions comprising such Extension Period do not exceed ten (10)
semi-annual interest payment periods, (ii) no Extension Period shall end on a
date other than an Interest Payment Date and (iii) no Extension Period shall
extend beyond the Stated Maturity of the principal of the Securities. Upon the
termination of any such Extension Period and upon the payment of all accrued and
unpaid interest and any Additional Interest then due on any Interest Payment
Date, the Company may elect to begin a new Extension Period; provided, that (i)
such Extension Period does not exceed ten (10) semi-annual interest payment
periods, (ii) no Extension Period shall end on a date other than an Interest
Payment Date and (iii) no Extension Period shall extend beyond the Stated
Maturity of the principal of the Securities. The Company shall give the Holders
of the Securities and the Trustee written notice of its election to begin any
such Extension Period at least one Business Day prior to the next succeeding
Interest Payment Date on which interest on the Securities would be payable but
for such deferral or, so long as any Securities are held by the Trust, at least
one Business Day prior to the earlier of (i) the next



                                      -30-
<PAGE>   37

succeeding date on which Distributions on the Preferred Securities of such Trust
would be payable but for such deferral and (ii) the date on which the Property
Trustee of such Trust is required to give notice to any securities exchange or
other applicable self-regulatory organization or to holders of such Preferred
Securities of the record date for the payment of such Distributions.

        (b) During any such Extension Period, the Company shall not (i) declare
or pay any dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of the Company's capital stock or (ii)
make any payment of principal of or any interest or premium on or repay,
repurchase or redeem any debt securities of the Company that rank pari passu in
all respects with or junior in interest to the Securities (other than (A)
repurchases, redemptions or other acquisitions of shares of capital stock of the
Company in connection with any employment contract, benefit plan or other
similar arrangement with or for the benefit of any one or more employees,
officers, directors or consultants, in connection with a dividend reinvestment
or stockholder stock purchase plan or in connection with the issuance of capital
stock of the Company (or securities convertible into or exercisable for such
capital stock) as consideration in an acquisition transaction entered into prior
to the applicable Extension Period, (B) as a result of an exchange or conversion
of any class or series of the Company's capital stock (or any capital stock of a
Subsidiary of the Company) for any class or series of the Company's capital
stock or of any class or series of the Company's indebtedness for any class or
series of the Company's capital stock, (C) the purchase of fractional interests
in shares of the Company's capital stock pursuant to the conversion or exchange
provisions of such capital stock or the security being converted or exchanged,
(D) any declaration of a dividend in connection with any Rights Plan, the
issuance of rights, stock or other property under any Rights Plan or the
redemption or repurchase of rights pursuant thereto or (E) any dividend in the
form of stock, warrants, options or other rights where the dividend stock or the
stock issuable upon exercise of such warrants, options or other rights is the
same stock as that on which the dividend is being paid or ranks pari passu with
or junior to such stock).

        SECTION 3.10. Right of Set-Off.

        Notwithstanding anything to the contrary herein, the Company shall have
the right to set off any payment it is otherwise required to make in respect of
any Security to the extent the Company has theretofore made, or is concurrently
on the date of such payment making, a payment under the Guarantee Agreement
relating to such Security or to a holder of Preferred Securities pursuant to an
action undertaken under Section 5.8 of this Indenture.

        SECTION 3.11. Agreed Tax Treatment.

        Each Security issued hereunder shall provide that the Company and, by
its acceptance or acquisition of a Security or a beneficial interest therein,
the Holder of, and any Person that acquires a direct or indirect beneficial
interest in, such Security, intend and agree to treat such Security as
indebtedness of the Company for United States Federal, state and local tax
purposes and to treat the Preferred Securities (including but not limited to all
payments and proceeds with



                                      -31-
<PAGE>   38

respect to the Preferred Securities) as an undivided beneficial ownership
interest in the Securities (and payments and proceeds therefrom, respectively)
for United States Federal, state and local tax purposes. The provisions of this
Indenture shall be interpreted to further this intention and agreement of the
parties.

        SECTION 3.12. CUSIP Numbers.

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


                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

        SECTION 4.1. Satisfaction and Discharge of Indenture.

        This Indenture shall, upon Company Request, cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for and as otherwise provided
in this Section 4.1) and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

        (a) either

               (i) all Securities theretofore authenticated and delivered (other
        than (A) Securities that have been mutilated, destroyed, lost or stolen
        and that have been replaced or paid as provided in Section 3.6 and (B)
        Securities for whose payment money has theretofore been deposited in
        trust or segregated and held in trust by the Company and thereafter
        repaid to the Company or discharged from such trust as provided in
        Section 10.2) have been delivered to the Trustee for cancellation; or

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

                      (A)    have become due and payable, or

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



                                      -32-
<PAGE>   39

                      (C)    are to be called for redemption within one year
                             under arrangements satisfactory to the Trustee for
                             the giving of notice of redemption by the Trustee
                             in the name, and at the expense, of the Company,

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

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

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

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.6, the obligations of
the Company to any Authenticating Agent under Section 6.11 and, if money shall
have been deposited with the Trustee pursuant to subclause (a)(ii) of this
Section, the obligations of the Trustee under Section 4.2 and Section 10.2(e)
shall survive.

        SECTION 4.2. Application of Trust Money.

        Subject to the provisions Section 10.2(e), all money deposited with the
Trustee pursuant to Section 4.1 shall be held in trust and applied by the
Trustee, in accordance with the provisions of the Securities and this Indenture,
to the payment, either directly or through any Paying Agent (including the
Company acting as its own Paying Agent) as the Trustee may determine, to the
Persons entitled thereto, of the principal and any premium and interest
(including any Additional Interest) for the payment of which such money or
obligations have been deposited with or received by the Trustee. Moneys held by
the Trustee under this Section shall not be subject to the claims of holders of
Senior Debt under Article XII.



                                      -33-
<PAGE>   40

                                    ARTICLE V

                                    REMEDIES

        SECTION 5.1. Events of Default.

        "Event of Default" means, wherever used herein with respect to the
Securities, any one of the following events (whatever the reason for such Event
of Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

        (a) default in the payment of any interest upon any Security, including
any Additional Interest in respect thereof, when it becomes due and payable, and
continuance of such default for a period of 30 days (subject to the deferral of
any due date in the case of an Extension Period); or

        (b) default in the payment of the principal of or any premium on any
Security at its Maturity; or

        (c) default in the performance, or breach, of any covenant or warranty
of the Company in this Indenture and continuance of such default or breach for a
period of 30 days after there has been given, by registered or certified mail,
to the Company by the Trustee or to the Company and the Trustee by the Holders
of at least 25% in aggregate principal amount of the Outstanding Securities a
written notice specifying such default or breach and requiring it to be remedied
and stating that such notice is a "Notice of Default" hereunder, unless the
Trustee, or the Trustee and the Holders of a principal amount of Securities not
less than the principal amount of Securities that gave such notice, as the case
may be, shall agree in writing to an extension of such period prior to its
expiration;

        (d) the entry by a court having jurisdiction in the premises of a decree
or order adjudging the Company a bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization, arrangement, adjustment or composition
of or in respect of the Company under any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order for relief or any such other decree or order unstayed
and in effect for a period of 60 consecutive days; or

        (e) the institution by the Company of proceedings to be adjudicated a
bankrupt or insolvent, or the consent by the Company to the institution of
bankruptcy or insolvency proceedings against it, or the filing by the Company of
a petition or answer or consent seeking reorganization or relief under any
applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law, or the consent by it to the filing of such petition or to the
appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee,



                                      -34-
<PAGE>   41

sequestrator or other similar official of the Company or of any substantial part
of its property, or the making by it of an assignment for the benefit of
creditors, or the admission by it in writing of its inability to pay its debts
generally as they become due and its willingness to be adjudicated a bankrupt or
insolvent, or the taking of corporate action by the Company in furtherance of
any such action.

        SECTION 5.2. Acceleration of Maturity; Rescission and Annulment.

        (a) If an Event of Default occurs and is continuing, then and in every
such case the Trustee or the Holders of not less than 25% in aggregate principal
amount of the Outstanding Securities may declare the principal amount of all the
Securities to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders), provided, that if, upon an
Event of Default, the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Securities fail to declare the principal of all the
Outstanding Securities to be immediately due and payable, the holders of at
least 25% in aggregate Liquidation Amount (as defined in the Trust Agreement) of
the Preferred Securities then outstanding shall have the right to make such
declaration by a notice in writing to the Property Trustee, the Company and the
Trustee; and upon any such declaration such principal amount (or specified
portion thereof) of and the accrued interest (including any Additional Interest)
on all the Securities shall become immediately due and payable.

        (b) At any time after such a declaration of acceleration with respect to
Securities has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter provided in this
Article V, the Holders of a majority in aggregate principal amount of the
Outstanding Securities, by written notice to the Property Trustee, 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:

                      (A) all overdue installments of interest on all
               Securities,

                      (B) any accrued Additional Interest on all Securities,

                      (C) the principal of and any premium on any Securities
               that have become due otherwise than by such declaration of
               acceleration and interest (including any Additional Interest)
               thereon at the rate borne by the Securities, and

                      (D) all sums paid or advanced by the Trustee hereunder and
               the reasonable compensation, expenses, disbursements and advances
               of the Trustee, the Property Trustee and their agents and
               counsel; and

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



                                      -35-
<PAGE>   42

provided, that if the Holders of such Securities fail to annul such declaration
and waive such default, the holders of not less than a majority in aggregate
Liquidation Amount (as defined in the Trust Agreement) of the Preferred
Securities then outstanding shall also have the right to rescind and annul such
declaration and its consequences by written notice to the Property Trustee, the
Company and the Trustee, subject to the satisfaction of the conditions set forth
in paragraph (b) of this Section 5.2. No such rescission shall affect any
subsequent default or impair any right consequent thereon.

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

        (a) The Company covenants that if:

               (i) default is made in the payment of any installment of interest
        (including any Additional Interest) on any Security when such interest
        becomes due and payable and such default continues for a period of 30
        days, or

               (ii) default is made in the payment of the principal of and any
        premium on any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities, the whole amount then due and payable
on such Securities for principal and any premium and interest (including any
Additional Interest) and, in addition thereto, all amounts owing the Trustee
under Section 6.6.

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

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



                                      -36-
<PAGE>   43

        SECTION 5.4. Trustee May File Proofs of Claim.

        In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or similar judicial
proceeding relative to the Company (or any other obligor upon the Securities),
its property or its creditors, the Trustee shall be entitled and empowered, by
intervention in such proceeding or otherwise, to take any and all actions
authorized hereunder in order to have claims of the Holders and the Trustee
allowed in any such proceeding. In particular, the Trustee shall be authorized
to collect and receive any moneys or other property payable or deliverable on
any such claims and to distribute the same; and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to first pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts owing the
Trustee, any predecessor Trustee and other Persons under Section 6.6.

        SECTION 5.5. Trustee May Enforce Claim Without Possession of Securities.

        All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, subject to
Article XII and after provision for the payment of all the amounts owing the
Trustee, any predecessor Trustee and other Persons under Section 6.6, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

        SECTION 5.6. Application of Money Collected.

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

        FIRST: To the payment of all amounts due the Trustee, any predecessor
Trustee and other Persons under Section 6.6;

        SECOND: Subject to Article XII, to the payment of the amounts then due
and unpaid upon the Securities for principal and any premium and interest
(including any Additional 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 the Securities for
principal and any premium and interest (including any Additional Interest),
respectively; and



                                      -37-
<PAGE>   44

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

        SECTION 5.7. Limitation on Suits.

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

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

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

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

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

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

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

        SECTION 5.8. Unconditional Right of Holders to Receive Principal,
Premium and Interest; Direct Action by Holders of Preferred Securities.

        Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of and any premium on such Security at its Maturity and
payment of interest (including any Additional Interest) on such Security when
due and payable and to institute suit for the enforcement of any such payment,
and such right shall not be impaired without the consent of such Holder. Any
registered holder of the Preferred Securities shall have the right, upon the
occurrence of an Event of Default described in Section 5.1(a) or Section 5.1(b),
to institute a suit directly against the Company for enforcement of payment to
such holder of principal of and any premium and interest (including any
Additional Interest) on the Securities having a principal amount equal to



                                      -38-
<PAGE>   45

the aggregate Liquidation Amount (as defined in the Trust Agreement) of the
Preferred Securities held by such holder.

        SECTION 5.9. Restoration of Rights and Remedies.

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

        SECTION 5.10. Rights and Remedies Cumulative.

        Except as otherwise provided in Section 3.6(f), no right or remedy
herein conferred upon or reserved to the Trustee or the Holders is intended to
be exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

        SECTION 5.11. Delay or Omission Not Waiver.

        No delay or omission of the Trustee, any Holder of any Securities or any
holder of any Preferred Security to exercise any right or remedy accruing upon
any Event of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein. Every right and
remedy given by this Article V or by law to the Trustee or to the Holders and
the right and remedy given to the holders of Preferred Securities by Section 5.8
may be exercised from time to time, and as often as may be deemed expedient, by
the Trustee, the Holders or the holders of Preferred Securities, as the case may
be.

        SECTION 5.12. Control by Holders.

        The Holders of not less than a majority in aggregate principal amount of
the Outstanding Securities 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, that:

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

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



                                      -39-
<PAGE>   46

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

        SECTION 5.13. Waiver of Past Defaults.

        (a) The Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities and the holders of a majority in aggregate
Liquidation Amount (as defined in the Trust Agreement) of the Preferred
Securities may waive any past Event of Default hereunder and its consequences
except an Event of Default:

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

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

        (b) Any such waiver shall be deemed to be on behalf of the Holders of
all the Securities or, in the case of a waiver by holders of Preferred
Securities issued by such Trust, by all holders of Preferred Securities.

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

        SECTION 5.14. Undertaking for Costs.

        All parties to this Indenture agree, and each Holder of any Security by
his or her acceptance thereof shall be deemed to have agreed, that any court may
in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action
taken or omitted by it as Trustee, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section 5.14 shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Holder, or group of Holders, holding
in the aggregate more than 10% in aggregate principal amount of the Outstanding
Securities, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of or any



                                      -40-
<PAGE>   47

premium on the Security or after the Stated Maturity or any interest (including
any Additional Interest) on any Security after it is due and payable.

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

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


                                   ARTICLE VI

                                   THE TRUSTEE


        SECTION 6.1. Corporate Trustee Required.

        There shall at all times a Trustee hereunder with respect to the
Securities. The Trustee shall be a corporation organized and doing business
under the laws of the United States or of any State thereof, authorized to
exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000, subject to supervision or examination by Federal or state
authority and having an office within the United States. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of such supervising or examining authority, then, for the purposes
of this Section 6.1, the combined capital and surplus of such corporation shall
be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 6.1, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article VI.

        SECTION 6.2. Certain Duties and Responsibilities.

        (a) Except during the continuance of an Event of Default:

        (i) the Trustee undertakes to perform such duties and only such duties
as are specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee; and

        (ii) in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or



                                      -41-
<PAGE>   48

opinions furnished to the Trustee and conforming to the requirements of this
Indenture; provided, that 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 substantially conform on their face to the requirements of
this Indenture.

        (b) If an Event of Default known to the Trustee has occurred and is
continuing, the Trustee shall, prior to the receipt of directions, if any, from
the Holders of at least a majority in aggregate principal amount of the
Outstanding Securities, exercise such of the rights and powers vested in it by
this Indenture, and use the same degree of care and skill in its exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

        (c) Notwithstanding the foregoing, no provision of this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it. Whether or not therein expressly
so provided, every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section 6.2. To the extent that, at law or in
equity, the Trustee has duties and liabilities relating to the Holders, the
Trustee shall not be liable to any Holder for the Trustee's good faith reliance
on the provisions of this Indenture. The provisions of this Indenture, to the
extent that they restrict the duties and liabilities of the Trustee otherwise
existing at law or in equity, are agreed by the Company and the Holders to
replace such other duties and liabilities of the Trustee.

        (d) No provisions of this Indenture shall be construed to relieve the
Trustee from liability with respect to matters that are within the authority of
the Trustee under this Indenture for its own negligent action, negligent failure
to act or willful misconduct, except that:

               (i) the Trustee shall not be liable for any error or judgment
        made in good faith by an authorized officer of the Trustee, unless it
        shall be proved that the Trustee was negligent in ascertaining the
        pertinent facts;

               (ii) 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 at least a majority in aggregate principal
        amount of the Outstanding Securities relating to the time, method and
        place of conducting any proceeding for any remedy available to the
        Trustee under this Indenture; and

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



                                      -42-
<PAGE>   49

        SECTION 6.3. Notice of Defaults.

        Within 90 days after the occurrence of any default actually known to the
Trustee, the Trustee shall give the Holders notice of such default unless such
default shall have been cured or waived; provided, that except in the case of a
default in the payment of the principal of or any premium or interest on any
Securities, the Trustee shall by fully protected in withholding the notice if
and so long as the board of directors, the executive committee or a trust
committee of directors and/or Responsible Officers of the Trustee in good faith
determines that withholding the notice is in the interest of holders of
Securities; and provided, that in the case of any default of the character
specified in Section 5.1(c), no such notice to Holders shall be given until at
least 30 days after the occurrence thereof. For the purpose of this Section 6.3,
the term "default" means any event which is, or after notice or lapse of time or
both would become, an Event of Default.

        SECTION 6.4. Certain Rights of Trustee.

        Subject to the provisions of Section 6.2:

        (a) the Trustee may conclusively rely and shall be fully protected in
acting or refraining from acting in good faith upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note 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) if (i) in performing its duties under this Indenture the Trustee is
required to decide between alternative courses of action, (ii) in construing any
of the provisions of this Indenture the Trustee finds ambiguous or inconsistent
with any other provisions contained herein or (iii) the Trustee is unsure of the
application of any provision of this Indenture, then, except as to any matter as
to which the Holders are entitled to decide under the terms of this Indenture,
the Trustee shall deliver a notice to the Company requesting the Company's
written instruction as to the course of action to be taken and the Trustee shall
take such action, or refrain from taking such action, as the Trustee shall be
instructed in writing to take, or to refrain from taking, by the Company;
provided, that if the Trustee does not receive such instructions from the
Company within ten Business Days after it has delivered such notice or such
reasonably shorter period of time set forth in such notice the Trustee may, but
shall be under no duty to, take such action, or refrain from taking such action,
as the Trustee shall deem advisable and in the best interests of the Holders, in
which event the Trustee shall have no liability except for its own negligence,
bad faith or wilful misconduct;

        (c) any request or direction of the Company shall be sufficiently
evidenced by a Company Request or Company Order and any resolution of the Board
of Directors may be sufficiently evidenced by a Board Resolution;



                                      -43-
<PAGE>   50

        (d) the Trustee may consult with counsel (which counsel may be counsel
to the Trustee, the Company or any of its Affiliates, and may include any of its
employees) and the advice of such counsel or any Opinion of Counsel shall be
full and complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon;

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

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

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

        (h) whenever in the administration of this Indenture the Trustee shall
deem it desirable to receive instructions with respect to enforcing any remedy
or right or taking any other action hereunder, the Trustees (i) may request
instructions from the Holders (which instructions may only be given by the
Holders of the same aggregate principal amount of Outstanding Securities as
would be entitled to direct the Trustee under this Indenture in respect of such
remedy, right or action), (ii) may refrain from enforcing such remedy or right
or taking such action until such instructions are received and (iii) shall be
protected in acting in accordance with such instructions;

        (i) except as otherwise expressly provided by this Indenture, the
Trustee shall not be under any obligation to take any action that is
discretionary under the provisions of this Indenture;

        (j) without prejudice to any other rights available to the Trustee under
applicable law, when the Trustee incurs expenses or renders services in
connection with any bankruptcy, insolvency or other proceeding referred to in
clauses (d) or (e) of the definition of Event of Default, such expenses
(including legal fees and expenses of its agents and counsel) and the
compensation for such services are intended to constitute expenses of
administration under any bankruptcy laws or law relating to creditors rights
generally;



                                      -44-
<PAGE>   51

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

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

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

        SECTION 6.5. May Hold Securities.

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

        SECTION 6.6. Compensation; Reimbursement; Indemnity.

        (a) The Company agrees

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

               (ii) to reimburse the Trustee upon its request for all reasonable
        expenses, disbursements and advances incurred or made by the Trustee in
        accordance with any provision of this Indenture (including the
        reasonable compensation and the expenses and disbursements of its agents
        and counsel), except any such expense, disbursement or advance as may be
        attributable to its negligence, bad faith or wilful misconduct; and

               (iii) to the fullest extent permitted by applicable law, to
        indemnify the Trustee and its Affiliates, and their officers, directors,
        shareholders, agents, representatives and employees for, and to hold
        them harmless against, any loss, damage, liability, tax (other than
        income, franchise or other taxes imposed on amounts paid pursuant to (i)
        or (ii) hereof), penalty, expense or claim of any kind or nature
        whatsoever incurred without negligence, bad faith or willful misconduct
        on its part arising out of or in connection with the acceptance or
        administration of this trust or the performance of the Trustee's duties



                                      -45-
<PAGE>   52

        hereunder, including the costs and expenses of defending itself against
        any claim or liability in connection with the exercise or performance of
        any of its powers or duties hereunder.

        (b) The obligations of the Company under this Section 6.6 shall survive
the satisfaction and discharge of this Indenture and the earlier resignation or
removal of the Trustee.

        SECTION 6.7. Resignation and Removal; Appointment of Successor.

        (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article VI shall become effective until the
acceptance of appointment by the successor Trustee under Section 6.8.

        (b) The Trustee may resign at any time by giving written notice thereof
to the Company.

        (c) Unless an Event of Default shall have occurred and be continuing,
the Trustee may be removed at any time by the Company by a Board Resolution. If
an Event of Default shall have occurred and be continuing, the Trustee may be
removed by Act of the Holders of a majority in aggregate principal amount of the
Outstanding Securities, delivered to the removed Trustee and to the Company.

        (d) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any reason, at
a time when no Event of Default shall have occurred and be continuing, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee, and
such successor Trustee and the retiring Trustee shall comply with the applicable
requirements of Section 6.8. If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any reason, at a time when an Event of Default shall have occurred and be
continuing, the Holders, by Act of the Holders of a majority in aggregate
principal amount of the Outstanding Securities, shall promptly appoint a
successor Trustee, and such successor Trustee and the retiring Trustee shall
comply with the applicable requirements of Section 6.8 . If no successor Trustee
shall have been so appointed by the Company or the Holders and accepted
appointment within 60 days after the giving of a notice of resignation by the
Trustee or the removal of the Trustee in the manner required by Section 6.8, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of such Holder and all others similarly situated, and any
resigning Trustee may, at the expense of the Company, petition any court of
competent jurisdiction for the appointment of a successor Trustee.

        (e) The Company shall give notice to all Holders in the manner provided
in Section 1.6 of each resignation and each removal of the Trustee and each
appointment of a successor Trustee. Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.



                                      -46-
<PAGE>   53

        SECTION 6.8. Acceptance of Appointment by Successor.

        (a) In case of the appointment hereunder of a successor Trustee, each
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 such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all rights, powers and trusts referred to
in paragraph (a) of this Section 6.8.

        (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 VI.

        SECTION 6.9. Merger, Conversion, Consolidation or Succession to
Business.

        Any Person into which the Trustee may be merged or converted or with
which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any Person
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, without the execution
or filing of any paper or any further act on the part of any of the parties
hereto, provided, that such Person shall be otherwise qualified and eligible
under this Article VI. In case any Securities shall have been authenticated, but
not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated, and in case any
Securities shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor Trustee or in
the name of such successor Trustee, and in all cases the certificate of
authentication shall have the full force which it is provided anywhere in the
Securities or in this Indenture that the certificate of the Trustee shall have.

        SECTION 6.10. Not Responsible for Recitals or Issuance of Securities.

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



                                      -47-
<PAGE>   54

        SECTION 6.11. Appointment of Authenticating Agent.

        (a) The Trustee may appoint an Authenticating Agent or Agents with
respect to the Securities, which shall be authorized to act on behalf of the
Trustee to authenticate Securities issued upon original issue and upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section
3.6, and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a corporation organized and doing business under the laws of the United
States of America, or of any State or Territory thereof or the District of
Columbia, authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by Federal or State authority. If such Authenticating
Agent publishes reports of condition at least annually pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section 6.11 the combined capital and surplus of such Authenticating
Agent shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published. If at any time an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this
Section, such Authenticating Agent shall resign immediately in the manner and
with the effect specified in this Section 6.11.

        (b) Any Person into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which such Authenticating Agent shall be
a party, or any Person succeeding to all or substantially all of the corporate
trust business of an Authenticating Agent shall be the successor Authenticating
Agent hereunder, provided such Person shall be otherwise eligible under this
Section 6.11, without the execution or filing of any paper or any further act on
the part of the Trustee or the Authenticating Agent.

        (c) An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 6.11, the Trustee may appoint a successor
Authenticating Agent eligible under the provisions of this Section 6.11, which
shall be acceptable to the Company, and shall give notice of such appointment to
all Holders. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent.

        (d) The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section 6.11.



                                      -48-
<PAGE>   55

        (e) If an appointment of an Authenticating Agent is made pursuant to
this Section 6.11, the Securities may have endorsed thereon, in addition to the
Trustee's certificate of authentication, an alternative certificate of
authentication in the following form:

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



Dated:
                                        FIRST UNION NATIONAL BANK,
                                        As Trustee


                                        By:
                                           -------------------------------------
                                               As Authenticating Agent


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


                                   ARTICLE VII

                HOLDER'S LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

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

               (a) semi-annually, on or before June 30 and December 31 of each
        year, a list, in such form as the Trustee may reasonably require, of the
        names and addresses of the Holders as of a date not more than 15 days
        prior to the delivery thereof, and

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

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



                                      -49-
<PAGE>   56

        SECTION 7.2. Preservation of Information, Communications to Holders.

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

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

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

        SECTION 7.3. Reports by Company.

        The Company shall furnish to the Holders and to prospective purchasers
of Securities, upon their request, the information required to be furnished
pursuant to Rule 144A(d)(4) under the Securities Act.


                                  ARTICLE VIII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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

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

        (a) if the Company shall consolidate with or merge into another Person
or convey, transfer or lease its properties and assets substantially as an
entirety to any Person, the entity formed by such consolidation or into which
the Company is merged or the Person that acquires by conveyance or transfer, or
that leases, the properties and assets of the Company substantially as an
entirety shall be an entity organized and existing under the laws of the United
States of America or any State thereof or the District of Columbia and shall
expressly assume, by an indenture supplemental hereto, executed and delivered to
the Trustee, in form reasonably satisfactory to the Trustee, the due and
punctual payment of the principal of and any premium



                                      -50-
<PAGE>   57

and interest (including any Additional Interest) on all the Securities and the
performance of every covenant of this Indenture on the part of the Company to be
performed or observed;

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

        (c) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that such consolidation, merger,
conveyance, transfer or lease and, if a supplemental indenture is required in
connection with such transaction, any such supplemental indenture comply with
this Article VIII and that all conditions precedent herein provided for relating
to such transaction have been complied with; and the Trustee may rely upon such
Officers' Certificate and Opinion of Counsel as conclusive evidence that such
transaction complies with this Section 8.1.

        SECTION 8.2. Successor Company Substituted.

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

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

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



                                      -51-
<PAGE>   58

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

        SECTION 9.1. Supplemental Indentures without Consent of Holders.

        Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form reasonably satisfactory
to the Trustee, for any of the following purposes:

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

               (b) to cure any ambiguity, to correct or supplement any provision
        herein that may be defective or inconsistent with any other provision
        herein, or to make any other provisions with respect to matters or
        questions arising under this Indenture, which shall not be inconsistent
        with the other provisions of this Indenture, provided, that such action
        pursuant to this clause (b) shall not adversely affect in any material
        respect the interests of any Holders or the holders of the Preferred
        Securities; or

               (c) to add to the covenants, restrictions or obligations of the
        Company or to add to the Events of Default, provided, that such action
        pursuant to this clause (c) shall not adversely affect in any material
        respect the interests of any Holders or the holders of the Preferred
        Securities; or

               (d) to modify, eliminate or add to any provisions of the
        Indenture or the Securities to such extent as shall be necessary to
        ensure that the Securities are treated as indebtedness of the Company
        for United States Federal income tax purposes, provided, that such
        action pursuant to this clause (d) shall not adversely affect in any
        material respect the interests of any Holders or the holders of the
        Preferred Securities.

        SECTION 9.2. Supplemental Indentures with Consent of Holders.

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



                                      -52-
<PAGE>   59

               (i) change the Stated Maturity of the principal or any premium of
        any Security or change the date of payment of any installment of
        interest (including any Additional Interest) on any Security, or reduce
        the principal amount thereof or the rate of interest thereon or any
        premium payable upon the redemption thereof or change the place of
        payment where, or the coin or currency in which, any Security or
        interest thereon is payable, or restrict or impair the right to
        institute suit for the enforcement of any such payment on or after such
        date, or

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

               (iii) modify any of the provisions of this Section 9.2, Section
        5.13 or Section 10.6, except to increase any such percentage or to
        provide that certain other provisions of this Indenture cannot be
        modified or waived without the consent of the Holder of each Security;

provided, further, that, so long as any Preferred Securities remain outstanding,
(x) no such amendment shall be made that adversely affects the holders of such
Preferred Securities in any material respect shall be effective without the
prior consent of the holders of at least a majority of the aggregate Liquidation
Amount (as defined in the Trust Agreement) of the Preferred Securities then
outstanding and (y) no amendment shall be made to Section 5.8 of this Indenture
that would restrict or impair the rights of the holders of Preferred Securities
provided therein without the prior consent of the holders of each such Preferred
Security then outstanding.

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

        SECTION 9.3. Execution of Supplemental Indentures.

        In executing or accepting the additional trusts created by any
supplemental indenture permitted by this Article IX or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and shall be fully protected in conclusively relying upon, an Officers'
Certificate and an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture, and that
all conditions precedent herein provided for relating to such action have been
complied with. The Trustee may, but shall not be obligated to, enter into any
such supplemental indenture that affects the Trustee's own rights, duties,
indemnities or immunities under this Indenture or otherwise.



                                      -53-
<PAGE>   60

        SECTION 9.4. Effect of Supplemental Indentures.

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

        SECTION 9.5. Reference in Securities to Supplemental Indentures.

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


                                    ARTICLE X

                                    COVENANTS

        SECTION 10.1. Payment of Principal, Premium and Interest.

        The Company covenants and agrees for the benefit of the Securities that
it will duly and punctually pay the principal of and any premium and interest
(including any Additional Interest) on the Securities in accordance with the
terms of the Securities and this Indenture.

        SECTION 10.2. Money for Security Payments to be Held in Trust.

        (a) If the Company shall at any time act as its own Paying Agent with
respect to the Securities, it will, on or before each due date of the principal
of and any premium or interest (including any Additional Interest) on the
Securities, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal and any premium or interest so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided, and will promptly notify the Trustee in writing of its
failure so to act.

        (b) Whenever the Company shall have one or more Paying Agents, it will,
prior to 10:00 a.m., New York City time, on each due date of the principal of or
any premium or interest (including any Additional Interest) on any Securities,
deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be
held as provided in the Trust Indenture Act and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its failure so to act.



                                      -54-
<PAGE>   61

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

        (d) The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts 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.

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

        SECTION 10.3. Statement as to Compliance.

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



                                      -55-
<PAGE>   62

        SECTION 10.4. Additional Tax Sums.

         So long as no Event of Default has occurred and is continuing, if (a)
the Trust is the Holder of all of the Outstanding Securities and (b) a Tax Event
described in clause (i) or (iii) in the definition of Tax Event in Section 1.1
hereof has occurred and is continuing, the Company shall pay to the Trust (and
its permitted successors or assigns under the related Trust Agreement) for so
long as the Trust (or its permitted successor or assignee) is the registered
holder of the Outstanding Securities, such amounts as may be necessary in order
that the amount of Distributions (including any Additional Amounts (as defined
in the Trust Agreement)) then due and payable by the Trust on the Preferred
Securities and Common Securities that at any time remain outstanding in
accordance with the terms thereof shall not be reduced as a result of any
Additional Taxes arising from such Tax Event (the "Additional Tax Sums").
Whenever in this Indenture or the Securities there is a reference in any context
to the payment of principal of or interest on the Securities, such mention shall
be deemed to include mention of the payments of the Additional Tax Sums provided
for in this Section to the extent that, in such context, Additional Tax Sums
are, were or would be payable in respect thereof pursuant to the provisions of
this Section 10.4 and express mention of the payment of Additional Tax Sums (if
applicable) in any provisions hereof shall not be construed as excluding
Additional Tax Sums in those provisions hereof where such express mention is not
made; provided, that the deferral of the payment of interest pursuant to Section
3.9 on the Securities shall not defer the payment of any Additional Tax Sums
that may be due and payable.

        SECTION 10.5. Additional Covenants.

        (a) The Company covenants and agrees with each Holder of Securities that
if an Event of Default shall have occurred and be continuing or the Company
shall have given notice of its election to begin an Extension Period with
respect to the Securities and shall not have rescinded such notice, or such
Extension Period, or any extension thereof, shall be continuing, it shall not
(i) declare or pay any dividends or distributions on, or redeem purchase,
acquire or make a liquidation payment with respect to, any shares of the
Company's capital stock, or (ii) make any payment of principal of or any
interest or premium on or repay, repurchase or redeem any debt securities of the
Company that rank pari passu in all respects with or junior in interest to the
Securities (other than (A) repurchases, redemptions or other acquisitions of
shares of capital stock of the Company in connection with any employment
contract, benefit plan or other similar arrangement with or for the benefit of
any one or more employees, officers, directors or consultants, in connection
with a dividend reinvestment or stockholder stock purchase plan or in connection
with the issuance of capital stock of the Company (or securities convertible
into or exercisable for such capital stock) as consideration in an acquisition
transaction entered into prior to the applicable Extension Period, (B) as a
result of an exchange or conversion of any class or series of the Company's
capital stock (or any capital stock of a Subsidiary of the Company) for any
class or series of the Company's capital stock or of any class or series of the
Company's indebtedness for any class or series of the Company's capital stock,
(C) the purchase of fractional interests in shares of the Company's capital
stock pursuant to the conversion or exchange provisions of such capital stock or
the security being converted or exchanged, (D) any



                                      -56-
<PAGE>   63

declaration of a dividend in connection with any Rights Plan, the issuance of
rights, stock or other property under any Rights Plan or the redemption or
repurchase of rights pursuant thereto, or (E) any dividend in the form of stock,
warrants, options or other rights where the dividend stock or the stock issuable
upon exercise of such warrants, options or other rights is the same stock as
that on which the dividend is being paid or ranks pari passu with or junior to
such stock).

        (b) The Company also covenants with each Holder of Securities (i) to
hold, directly or indirectly, 100% of the Common Securities of the Trust,
provided, that any permitted successor of the Company hereunder may succeed to
the Company's ownership of such Common Securities, (ii) as holder of such Common
Securities, not to voluntarily dissolve, wind-up or liquidate the Trust other
than (A) in connection with a distribution of the Securities to the holders of
the Preferred Securities in liquidation of the Trust or (B) in connection with
certain mergers, consolidations or amalgamations permitted by the Trust
Agreement and (iii) to use its reasonable commercial efforts, consistent with
the terms and provisions of the Trust Agreement, to cause the Trust to continue
to be taxable as a grantor trust and not as a corporation for United States
Federal income tax purposes.

        SECTION 10.6. Waiver of Covenants.

        The Company may omit in any particular instance to comply with any
covenant or condition contained in Section 10.5 if before or after the time for
such compliance the Holders of at least a majority in aggregate principal amount
of the Outstanding Securities shall, by Act of such Holders, and at least a
majority of the aggregate Liquidation Amount (as defined in the Trust Agreement)
of the Preferred Securities then outstanding, by consent of such holders, either
waive such compliance in such instance or generally waive compliance with such
covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company in respect of any
such covenant or condition shall remain in full force and effect.

        SECTION 10.7. Treatment of Securities.

        The Company will treat the Securities as indebtedness, and the amounts
payable in respect of the principal amount of such Securities as interest, for
all U.S. federal income tax purposes. All payments in respect of the Securities
will be made free and clear of U.S. withholding tax to any beneficial owner
thereof that has provided an Internal Revenue Service Form W-8BEN (or any
substitute or successor form) establishing its non-U.S. status for U.S. federal
income tax purposes.



                                      -57-
<PAGE>   64

                                   ARTICLE XI

                            REDEMPTION OF SECURITIES

        SECTION 11.1. Optional Redemption.

        The Company may at any time, at its option, on or after July 19, 2010,
redeem the Securities in whole at any time or in part from time to time, at the
following Redemption Prices (expressed as percentages of the principal amounts),
if redeemed during the 12-month period beginning on the July 19 of the years
indicated:

<TABLE>
<CAPTION>
                               Redemption                                        Redemption
          Year                    Price                    Year                     Price
          ----                 ----------                  ----                  ----------
<S>                            <C>                         <C>                   <C>
          2010                  105.848%                   2015                   102.924%
          2011                  105.263%                   2016                   102.339%
          2012                  104.678%                   2017                   101.754%
          2013                  104.093%                   2018                   101.170%
          2014                  103.509%                   2019                   100.585%
</TABLE>

and thereafter at a Redemption Price equal to 100% of the principal amount
thereof, together, in the case of any such redemption, with accrued interest,
including any Additional Interest, to but excluding the date fixed for
redemption; provided, that the Company shall have received the prior approval of
the Federal Reserve with respect to such redemption if then required.

        SECTION 11.2. Special Event Redemption.

        Upon the occurrence and during the continuation of a Special Event, the
Company may, at its option, redeem the Securities, in whole but not in part, at
a Redemption Price equal to 100% of the principal amount hereof, together, in
the case of any such redemption, with accrued interest, including any Additional
Interest, to but excluding the date fixed for redemption; provided, that the
Company shall have received the prior approval of the Federal Reserve with
respect to such redemption if then required.

        SECTION 11.3. Election to Redeem; Notice to Trustee.

        The election of the Company to redeem any Securities shall be evidenced
by or pursuant to a Board Resolution. In case of any redemption at the election
of the Company, the Company shall, not less than 45 days and not more than 75
days prior to the Redemption Date (unless a shorter notice shall be satisfactory
to the Trustee), notify the Trustee and the Property Trustee



                                      -58-
<PAGE>   65

under the Trust Agreement in writing of such date and of the principal amount of
the Securities to be redeemed and provide the additional information required to
be included in the notice or notices contemplated by Section 11.5. In the case
of any redemption of Securities (a) prior to the expiration of any restriction
on such redemption provided in this Indenture or the Securities or (b) pursuant
to an election of the Company which is subject to a condition specified in this
Indenture or the Securities, the Company shall furnish the Trustee with an
Officers' Certificate and an Opinion of Counsel evidencing compliance with such
restriction or condition.

        SECTION 11.4. Selection of Securities to be Redeemed.

        (a) If less than all the Securities are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee from the Outstanding Securities not previously
called for redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of a portion
of the principal amount of any Security, provided, that the unredeemed portion
of the principal amount of any Security shall be in an authorized denomination
(which shall not be less than the minimum authorized denomination) for such
Security.

        (b) The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Securities selected
for partial redemption, the principal amount thereof to be redeemed. For all
purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case of
any Security redeemed or to be redeemed only in part, to the portion of the
principal amount of such Security that has been or is to be redeemed.

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

        SECTION 11.5. Notice of Redemption.

        (a) Notice of redemption shall be given not later than the 30th day, and
not earlier than the 60th day, prior to the Redemption Date to each Holder of
Securities to be redeemed (unless a shorter notice shall be satisfactory to the
Property Trustee under the related Trust Agreement).

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

               (i) the Redemption Date;

               (ii) the Redemption Price or, if the Redemption Price cannot be
        calculated prior to the time the notice is required to be sent, the
        estimate of the Redemption Price, as calculated by the Company, together
        with a statement that it is an estimate and that the



                                      -59-
<PAGE>   66

        actual Redemption Price will be calculated on the third Business Day
        prior to the Redemption Date (and if an estimate is provided, a further
        notice shall be sent of the actual Redemption Price on the date that
        such Redemption Price is calculated);

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

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

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

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

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

        SECTION 11.6. Deposit of Redemption Price.

        Prior to 10:00 a.m., New York City time, on the Redemption Date
specified in the notice of redemption given as provided in Section 11.5, the
Company will deposit with the Trustee or with one or more Paying Agents (or if
the Company is acting as its own Paying Agent, the Company will segregate and
hold in trust as provided in Section 10.2) an amount of money



                                      -60-
<PAGE>   67

sufficient to pay the Redemption Price of, and any accrued interest (including
any Additional Interest) on, all the Securities (or portions thereof) that are
to be redeemed on that date.

        SECTION 11.7. Payment of Securities Called for Redemption.

        (a) If any notice of redemption has been given as provided in Section
11.5, the Securities or portion of Securities with respect to which such notice
has been given shall become due and payable on the date and at the place or
places stated in such notice at the applicable Redemption Price, together with
accrued interest (including any Additional Interest) to the Redemption Date. On
presentation and surrender of such Securities at a Place of Payment specified in
such notice, the Securities or the specified portions thereof shall be paid and
redeemed by the Company at the applicable Redemption Price, together with
accrued interest (including any Additional Interest) to the Redemption Date;
provided, that installments of interest (including any Additional Interest)
whose date of payment is on or prior to the Redemption Date will be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant record dates
according to their terms and the provisions of Section 3.1.

        (b) Upon presentation of any Security redeemed in part only, the Company
shall execute and the Trustee shall authenticate and deliver to the Holder
thereof, at the expense of the Company, a new Security or Securities, of
authorized denominations, in aggregate principal amount equal to the unredeemed
portion of the Security so presented and having the same Original Issue Date,
Stated Maturity and terms.

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


                                   ARTICLE XII

                           SUBORDINATION OF SECURITIES

        SECTION 12.1.  Securities Subordinate to Senior Debt.

        The Company covenants and agrees, and each Holder of a Security, by its
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article XII, the payment of the
principal of and any premium and interest (including any Additional Interest) on
each and all of the Securities are hereby expressly made subordinate and subject
in right of payment to the prior payment in full of all Senior Debt.



                                      -61-
<PAGE>   68

        SECTION 12.2. No Payment When Senior Debt in Default; Payment Over of
Proceeds Upon Dissolution, Etc.

        (a) If the Company shall default in the payment of any principal of or
any premium or interest on any Senior Debt when the same becomes due and
payable, whether at maturity or at a date fixed for prepayment or by declaration
of acceleration or otherwise, then, upon written notice of such default to the
Company by the holders of such Senior Debt or any trustee therefor, unless and
until such default shall have been cured or waived or shall have ceased to
exist, no direct or indirect payment (in cash, property, securities, by set-off
or otherwise) shall be made or agreed to be made on account of the principal of
or any premium or interest (including any Additional Interest) on any of the
Securities, or in respect of any redemption, repayment, retirement, purchase or
other acquisition of any of the Securities.

        (b) In the event of a bankruptcy, insolvency or other proceeding
described in clause (d) or (e) of the definition of Event of Default (each such
event, if any, herein sometimes referred to as a "Proceeding"), all Senior Debt
(including any interest thereon accruing after the commencement of any such
proceedings) shall first be paid in full before any payment or distribution,
whether in cash, securities or other property, shall be made to any Holder of
any of the Securities on account thereof. Any payment or distribution, whether
in cash, securities or other property (other than securities of the Company or
any other entity provided for by a plan of reorganization or readjustment the
payment of which is subordinate, at least to the extent provided in these
subordination provisions with respect to the indebtedness evidenced by the
Securities, to the payment of all Senior Debt at the time outstanding and to any
securities issued in respect thereof under any such plan of reorganization or
readjustment), which would otherwise (but for these subordination provisions) be
payable or deliverable in respect of the Securities shall be paid or delivered
directly to the holders of Senior Debt in accordance with the priorities then
existing among such holders until all Senior Debt (including any interest
thereon accruing after the commencement of any Proceeding) shall have been paid
in full.

        (c) In the event of any Proceeding, after payment in full of all sums
owing with respect to Senior Debt, the Holders of the Securities, together with
the holders of any obligations of the Company ranking on a parity with the
Securities, shall be entitled to be paid from the remaining assets of the
Company the amounts at the time due and owing on account of unpaid principal of
and any premium and interest on the Securities and such other obligations before
any payment or other distribution, whether in cash, property or otherwise, shall
be made on account of any capital stock or any obligations of the Company
ranking junior to the Securities and such other obligations. If, notwithstanding
the foregoing, any payment or distribution of any character or any security,
whether in cash, securities or other property (other than securities of the
Company or any other entity provided for by a plan of reorganization or
readjustment the payment of which is subordinate, at least to the extent
provided in these subordination provisions with respect to the indebtedness
evidenced by the Securities, to the payment of all Senior Debt at the time
outstanding and to any securities issued in respect thereof under any such plan
of reorganization or readjustment) shall be received by the Trustee or any
Holder in contravention of any of the terms hereof and before all Senior Debt
shall have been paid in full, such payment or distribution



                                      -62-
<PAGE>   69

or security shall be received in trust for the benefit of, and shall be paid
over or delivered and transferred to, the holders of the Senior Debt at the time
outstanding in accordance with the priorities then existing among such holders
for application to the payment of all Senior Debt remaining unpaid, to the
extent necessary to pay all such Senior Debt (including any interest thereon
accruing after the commencement of any Proceeding) in full. In the event of the
failure of the Trustee or any Holder to endorse or assign any such payment,
distribution or security, each holder of Senior Debt is hereby irrevocably
authorized to endorse or assign the same.

        (d) The Trustee and the Holders, at the expense of the Company, shall
take such reasonable action (including the delivery of this Indenture to an
agent for any holders of Senior Debt or consent to the filing of a financing
statement with respect hereto) as may, in the opinion of counsel designated by
the holders of a majority in principal amount of the Senior Debt at the time
outstanding, be necessary or appropriate to assure the effectiveness of the
subordination effected by these provisions.

        (e) The provisions of this Section 12.2 shall not impair any rights,
interests, remedies or powers of any secured creditor of the Company in respect
of any security interest the creation of which is not prohibited by the
provisions of this Indenture.

        (f) The securing of any obligations of the Company, otherwise ranking on
a parity with the Securities or ranking junior to the Securities, shall not be
deemed to prevent such obligations from constituting, respectively, obligations
ranking on a parity with the Securities or ranking junior to the Securities.

        SECTION 12.3.  Payment Permitted If No Default.

        Nothing contained in this Article XII or elsewhere in this Indenture or
in any of the Securities shall prevent (a) the Company, at any time, except
during the pendency of the conditions described in paragraph (a) of Section 12.2
or of any Proceeding referred to in Section 12.2, from making payments at any
time of principal of and any premium or interest (including any Additional
Interest) on the Securities or (b) the application by the Trustee of any moneys
deposited with it hereunder to the payment of or on account of the principal of
and any premium or interest (including any Additional Interest) on the
Securities or the retention of such payment by the Holders, if, at the time of
such application by the Trustee, it did not have knowledge (in accordance with
Section 12.8) that such payment would have been prohibited by the provisions of
this Article XII, except as provided in Section 12.8.

        SECTION 12.4.  Subrogation to Rights of Holders of Senior Debt.

        Subject to the payment in full of all amounts due or to become due on
all Senior Debt, or the provision for such payment in cash or cash equivalents
or otherwise in a manner satisfactory to the holders of Senior Debt, the Holders
of the Securities shall be subrogated to the extent of the payments or
distributions made to the holders of such Senior Debt pursuant to the provisions
of this Article XII (equally and ratably with the holders of all indebtedness of
the Company that



                                      -63-
<PAGE>   70

by its express terms is subordinated to Senior Debt of the Company to
substantially the same extent as the Securities are subordinated to the Senior
Debt and is entitled to like rights of subrogation by reason of any payments or
distributions made to holders of such Senior Debt) to the rights of the holders
of such Senior Debt to receive payments and distributions of cash, property and
securities applicable to the Senior Debt until the principal of and any premium
and interest (including any Additional Interest) on the Securities shall be paid
in full. For purposes of such subrogation, no payments or distributions to the
holders of the Senior Debt of any cash, property or securities to which the
Holders of the Securities or the Trustee would be entitled except for the
provisions of this Article XII, and no payments made pursuant to the provisions
of this Article XII to the holders of Senior Debt by Holders of the Securities
or the Trustee, shall, as among the Company, its creditors other than holders of
Senior Debt, and the Holders of the Securities, be deemed to be a payment or
distribution by the Company to or on account of the Senior Debt.

        SECTION 12.5.  Provisions Solely to Define Relative Rights.

        The provisions of this Article XII are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities on the
one hand and the holders of Senior Debt on the other hand. Nothing contained in
this Article XII or elsewhere in this Indenture or in the Securities is intended
to or shall (a) impair, as between the Company and the Holders of the
Securities, the obligations of the Company, which are absolute and
unconditional, to pay to the Holders of the Securities the principal of and any
premium and interest (including any Additional Interest) on the Securities as
and when the same shall become due and payable in accordance with their terms,
(b) affect the relative rights against the Company of the Holders of the
Securities and creditors of the Company other than their rights in relation to
the holders of Senior Debt or (c) prevent the Trustee or the Holder of any
Security (or to the extent expressly provided herein, the holder of any
Preferred Security) from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, including filing and voting
claims in any Proceeding, subject to the rights, if any, under this Article XII
of the holders of Senior Debt to receive cash, property and securities otherwise
payable or deliverable to the Trustee or such Holder.

        SECTION 12.6.   Trustee to Effectuate Subordination.

        Each Holder of a Security by his or her acceptance thereof authorizes
and directs the Trustee on his or her behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination provided
in this Article XII and appoints the Trustee his or her attorney-in-fact for any
and all such purposes.



                                      -64-
<PAGE>   71

        SECTION 12.7.  No Waiver of Subordination Provisions.

        (a) No right of any present or future holder of any Senior Debt 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
be otherwise charged with.

        (b) Without in any way limiting the generality of paragraph (a) of this
Section 12.7, the holders of Senior Debt may, at any time and from to time,
without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to such Holders of the Securities
and without impairing or releasing the subordination provided in this Article
XII or the obligations hereunder of such Holders of the Securities to the
holders of Senior Debt, 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, Senior Debt, or otherwise amend or supplement in any manner Senior Debt
or any instrument evidencing the same or any agreement under which Senior Debt
is outstanding, (ii) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Debt, (iii) release any Person
liable in any manner for the collection of Senior Debt and (iv) exercise or
refrain from exercising any rights against the Company and any other Person.

        SECTION 12.8.  Notice to Trustee.

        (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 to or by the Trustee in respect of the Securities.
Notwithstanding the provisions of this Article XII 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 to or by the Trustee
in respect of the Securities, unless and until a Responsible Officer of the
Trustee shall have received written notice thereof from the Company or a holder
of Senior Debt or from any trustee, agent or representative therefor; provided,
that if the Trustee shall not have received the notice provided for in this
Section 12.8 at least two Business Days prior to the date upon which by the
terms hereof any monies may become payable for any purpose (including, the
payment of the principal of and any premium on or interest (including any
Additional Interest) on any Security), then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to
receive such monies and to apply the same to the purpose for which they were
received and shall not be affected by any notice to the contrary that may be
received by it within two Business Days prior to such date.

        (b) The Trustee shall be entitled to rely on the delivery to it of a
written notice by a Person representing himself or herself to be a holder of
Senior Debt (or a trustee, agent, representative or attorney-in-fact therefor)
to establish that such notice has been given by a holder of Senior Debt (or a
trustee, agent, representative or attorney-in-fact therefor). In the event



                                      -65-
<PAGE>   72

that the Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a holder of Senior Debt to participate in
any payment or distribution pursuant to this Article XII, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of Senior Debt 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 XII, 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 12.9. Reliance on Judicial Order or Certificate of Liquidating
Agent.

        Upon any payment or distribution of assets of the Company referred to in
this Article XII, the Trustee and the Holders of the Securities shall be
entitled to conclusively rely upon any order or decree entered by any court of
competent jurisdiction in which such Proceeding is pending, or a certificate of
the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee
for the benefit of creditors, agent or other Person making such payment or
distribution, delivered to the Trustee or to the Holders of Securities, for the
purpose of ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Debt and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article
XII.

        SECTION 12.10. Trustee Not Fiduciary for Holders of Senior Debt.

        The Trustee, in its capacity as trustee under this Indenture, shall not
be deemed to owe any fiduciary duty to the holders of Senior Debt and shall not
be liable to any such holders if it shall in good faith mistakenly pay over or
distribute to Holders of Securities or to the Company or to any other Person
cash, property or securities to which any holders of Senior Debt shall be
entitled by virtue of this Article XII or otherwise.

        SECTION 12.11. Rights of Trustee as Holder of Senior Debt; Preservation
of Trustee's Rights.

        The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article XII with respect to any Senior Debt that may at
any time be held by it, to the same extent as any other holder of Senior Debt,
and nothing in this Indenture shall deprive the Trustee of any of its rights as
such holder.

        SECTION 12.12. Article Applicable to Paying Agents.

        If at any time any Paying Agent other than the Trustee shall have been
appointed by the Company and be then acting hereunder, the term "Trustee" as
used in this Article XII shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article XII in addition to or in place of the Trustee; provided,
that Sections



                                      -66-
<PAGE>   73

12.8 and 12.11 shall not apply to the Company or any Affiliate of the Company if
the Company or such Affiliate acts as Paying Agent.

                                     * * * *



                                      -67-
<PAGE>   74

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

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


                                        VIB CORP


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



                                        FIRST UNION NATIONAL BANK,
                                        not in its individual capacity, but
                                        solely as Trustee


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