<PAGE>

                                                                     EXHIBIT 4.3

                         JUNIOR SUBORDINATED INDENTURE

                                    BETWEEN

                             TORCHMARK CORPORATION

                                      AND

                              THE BANK OF NEW YORK


                          DATED AS OF NOVEMBER 2, 2001
<PAGE>

CROSS REFERENCE SHEET*

     Provisions of Trust Indenture Act (as defined herein) and Junior
Subordinated Indenture dated as of November 2, 2001 between TORCHMARK
CORPORATION and THE BANK OF NEW YORK, a New York banking corporation, as
Trustee:
<TABLE>
<CAPTION>

SECTION OF THE ACT                     SECTION OF INDENTURE
-----------------------------  ------------------------------------
<S>                            <C>
     310(a)(1) and (2)         6.9
     310(a)(3) and (4)         Inapplicable
     310(b)                    6.8 and 6.10(a), (b) and (d)
     310(c)                    Inapplicable
     311(a)                    6.14
     311(b)                    6.14
     311(c)                    Inapplicable
     312(a)                    4.1 and 4.2
     312(b)                    4.2
     312(c)                    4.2
     313(a)                    4.3
     313(b)(1)                 Inapplicable
     313(b)(2)                 4.3
     313(c)                    4.3, 5.11, 6.10, 6.11, 8.2 and 12.2
     313(d)                    4.3
     314(a)                    3.5 and 4.2
     314(b)                    Inapplicable
     314(c)(1) and (2)         11.5
     314(c)(3)                 Inapplicable
     314(d)                    Inapplicable
     314(e)                    11.5
     314(f)                    Inapplicable
     315(a), (c) and (d)       6.1
     315(b)                    5.11
     315(e)                    5.12
     316(a)(1)                 5.9 and 5.10
     316(a)(2)                 Not required
     316(a) (last sentence)    7.4
     316(b)                    5.7
     317(a)                    5.2
     317(b)                    3.4(a) and (b)
     318(a)                    11.7
</TABLE>

*This Cross Reference Sheet is not part of the Indenture.


                                       i
<PAGE>

                               TABLE OF CONTENTS
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                                                                                             PAGE
                                                                                             ----
                                   ARTICLE I
                                  DEFINITIONS                                                  1
<S>            <C>                                                                            <C>
Section 1.1    Certain Terms Defined                                                           1


                                   ARTICLE II
                                   SECURITIES                                                  8
Section 2.1     Forms Generally                                                                8
Section 2.2     Form of Trustee's Certificate of Authentication                                8
Section 2.3     Amount Unlimited; Issuable in Series                                           9
Section 2.4     Authentication and Delivery of Securities                                     12
Section 2.5     Execution of Securities                                                       15
Section 2.6     Certificate of Authentication                                                 15
Section 2.7     Denomination and Date of Securities; Payment of Interest                      15
Section 2.8     Registration, Transfer and Exchange                                           16
Section 2.9     Mutilated, Defaced, Destroyed, Lost And Stolen Securities                     19
Section 2.10    Cancellation of Securities; Destruction Thereof                               20
Section 2.11    Temporary Securities                                                          20
Section 2.12    CUSIP Numbers                                                                 21

                                  ARTICLE III
                           COVENANTS OF THE ISSUER                                            21

Section 3.1    Payment of Principal and Interest                                              21
Section 3.2    Offices for Payments, Etc.                                                     22
Section 3.3    Appointment to Fill a Vacancy in Office of Trustee                             23
Section 3.4    Paying Agents                                                                  23
Section 3.5    Compliance Certificates                                                        24
Section 3.6    Corporate Existence                                                            24
Section 3.7    Maintenance of Properties                                                      24
Section 3.8    Payment of Taxes and Other Claims                                              25
Section 3.9    Calculation of Original Issue Discount                                         25

                                   ARTICLE IV
                    SECURITYHOLDER LISTS AND REPORTS BY THE
                            ISSUER AND THE TRUSTEE                                            25

Section 4.1    Issuer to Furnish Trustee Information As to Names and
               Addresses of Securityholders                                                   25
Section 4.2    Reports by the Issuer                                                          25
Section 4.3    Reports by the Trustee                                                         26
</TABLE>

                                      ii
<PAGE>

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<S>             <C>                                                                           <C>
                                   ARTICLE V
                  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                             ON EVENT OF DEFAULT                                              27
Section 5.1     Event of Default Defined, Acceleration of Maturity; Waiver of Default         27
Section 5.2     Collection of Indebtedness by Trustee; Trustee May Prove Debt                 31
Section 5.3     Application of Proceeds                                                       33
Section 5.4     Suits for Enforcement                                                         34
Section 5.5     Restoration of Rights on Abandonment of Proceedings                           34
Section 5.6     Limitations on Suits by Security Holders                                      34
Section 5.7     Unconditional Right of Securityholders to Institute Certain Suits             34
Section 5.8     Powers and Remedies Cumulative; Delay or Omission
                Not Waiver Of Default                                                         35
Section 5.9     Control by Holders of Securities                                              35
Section 5.10    Waiver of Past Defaults                                                       36
Section 5.11    Trustee to Give Notice of Default, But May Withhold in Certain
                Circumstances                                                                 36
Section 5.12    Right of Court to Require Filing of Undertaking to Pay Costs                  36

                                   ARTICLE VI
                            CONCERNING THE TRUSTEE                                            37

Section 6.1     Duties and Responsibilities of the Trustee; During Default; Prior to Default  37
Section 6.2     Certain Rights of the Trustee                                                 38
Section 6.3     Trustee Not Responsible for Recitals, Disposition of Securities or
                Application of Proceeds Thereof                                               39
Section 6.4     Trustee and Agents May Hold Securities or Coupons; Collections, Etc.          40
Section 6.5     Monies Held by Trustee                                                        40
Section 6.6     Compensation and Indemnification of Trustee and its Prior Claim               40
Section 6.7     Right of Trustee to Rely on Officer's Certificate, Etc.                       41
Section 6.8     Indentures Not Creating Potential Conflicting Interests for the Trustee       41
Section 6.9     Qualification of Trustee: Conflicting Interests                               41
Section 6.10    Persons Eligible for Appointment as Trustee                                   41
Section 6.11    Resignation and Removal; Appointment of Successor Trustee                     41
Section 6.12    Acceptance of Appointment by Successor Trustee                                43
Section 6.13    Merger, Conversion, Consolidation Or Succession to Business of Trustee        44
Section 6.14    Preferential Collection of Claims Against the Issuer                          44
Section 6.15    Appointment of Authenticating Agent                                           45

                                  ARTICLE VII
                        CONCERNING THE SECURITYHOLDERS                                        46

Section 7.1    Evidence of Action Taken by Securityholders                                    46
Section 7.2    Proof of Execution of Instruments And of Holding of Securities                 46
Section 7.3    Holders to Be Treated as Owners                                                46
</TABLE>


                                      iii
<PAGE>

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                                                                                             Page
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<S>            <C>                                                                            <C>
Section 7.4    Securities Owned by Issuer Deemed Not Outstanding                              46
Section 7.5    Right of Revocation of Action Taken                                            47

                                  ARTICLE VIII
                           SUPPLEMENTAL INDENTURES                                            47

Section 8.1    Supplemental Indentures Without Consent of Securityholders                     47
Section 8.2    Supplemental Indentures with Consent of Securityholders                        49
Section 8.3    Effect of Supplemental Indenture                                               50
Section 8.4    Documents to Be Given to Trustee                                               50
Section 8.5    Notation on Securities in Respect of Supplemental Indentures                   50

                                   ARTICLE IX
                  CONSOLIDATION, MERGER, SALE OR CONVEYANCE                                   51

Section 9.1    Issuer May Consolidate, Etc., Only On Certain Terms                            51
Section 9.2    Successor Corporation Substituted                                              51
Section 9.3    Opinion of Counsel to Be Given Trustee                                         52

                                   ARTICLE X
                    SATISFACTION AND DISCHARGE OF INDENTURE;
                               UNCLAIMED MONIES                                               52

Section 10.1    Satisfaction and Discharge of Indenture                                       52
Section 10.2    Application by Trustee of Funds Deposited for Payment of  Securities          57
Section 10.3    Repayment of Monies Held by Paying Agent                                      57
Section 10.4    Return of Monies Held by Trustee And Paying Agent Unclaimed
                For Two Years                                                                 57
Section 10.5    Indemnity for U.S. Government Obligations                                     58

                                   ARTICLE XI
                           MISCELLANEOUS PROVISIONS                                           58

Section 11.1     Incorporators, Shareholders, Officers and Directors of Issuer Exempt
                 from Individual Liability                                                    58
Section 11.2     Provisions of Indenture for the Sole Benefit of Parties and Holders of
                 Securities and Coupons                                                       58
Section 11.3     Successors and Assigns of Issuer Bound by Indenture                          58
Section 11.4     Notices and Demands on Issuer, Trustee and Holders of Securities
                 And Coupons                                                                  58
Section 11.5     Officer's Certificates and Opinions of Counsel; Statements to Be
                 Contained Therein                                                            59
Section 11.6     Payments Due on Saturdays, Sundays And Holidays                              60
Section 11.7     Conflict of Any Provision of Indenture with Trust Indenture Act              60
Section 11.8     New York Law to Govern                                                       61
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                                      iv
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<S>            <C>                                                                            <C>
Section 11.9     Counterparts                                                                 61
Section 11.10    Effect of Headings                                                           61
Section 11.11    Securities in a Composite Currency, Currency Unit, or Foreign Currency       61
Section 11.12    Judgment Currency                                                            61


                                  ARTICLE XII
                  REDEMPTION OF SECURITIES AND SINKING FUNDS                                  62

Section 12.1    Applicability of Article                                                      62
Section 12.2    Notice of Redemption; Partial Redemptions                                     62
Section 12.3    Payment of Securities Called for Redemption                                   64
Section 12.4    Exclusion of Certain Securities from Eligibility for Selection for Redemption 64
Section 12.5    Mandatory and Optional Sinking Funds                                          65


                                  ARTICLE XIII
                         SUBORDINATION OF SECURITIES                                          67

Section 13.1     Securities Subordinate to Senior Indebtedness                                67
Section 13.2     No Payment When Senior Indebtedness in Default; Payment over of
                 Proceeds Upon Dissolution, Etc.                                              67
Section 13.3     Payment Permitted If No Default                                              69
Section 13.4     Subrogation to Rights of Holders of Senior Indebtedness                      69
Section 13.5     Provisions Solely to Define Relative Rights                                  69
Section 13.6     Trustee to Effectuate Subordination                                          70
Section 13.7     No Waiver of Subordination Provisions                                        70
Section 13.8     Notice to Trustee                                                            70
Section 13.9     Reliance on Judicial Order or Certificate of Liquidation Agent               71
Section 13.10    Trustee Not Fiduciary for Holders of Senior Indebtedness                     71
Section 13.11    Rights of Trustee as Holder of Senior Indebtedness; Preservation of
                 Trustee's Rights                                                             71
Section 13.12    Article Applicable to Paying Agents                                          71
</TABLE>

                                       v
<PAGE>

     THIS JUNIOR SUBORDINATED INDENTURE (this "Indenture")  is dated as of
November 2, 2001, by and between TORCHMARK CORPORATION, a Delaware  corporation
(the "Issuer"), and THE BANK OF NEW YORK, a New York banking corporation, as
trustee (the "Trustee").

                              W I T N E S S E T H:

     WHEREAS, the Issuer has duly authorized the issue from time to time of its
unsecured junior subordinated debentures, notes or other evidences of
indebtedness to be issued in one or more series (the "Securities") up to such
principal amount or amounts as may from time to time be authorized in accordance
with the terms of this Indenture, including Securities issued to evidence loans
made to the Issuer of the proceeds from the issuance from time to time by one or
more business trusts (each an "Issuer Trust") of undivided preferred beneficial
interests in the assets of such Issuer Trusts (the "Preferred Securities") and
undivided common beneficial interests in the assets of such Issuer Trusts (and
together 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;

     WHEREAS, the Issuer has duly authorized the execution and delivery of this
Indenture to provide, among other things, for the authentication, delivery and
administration of the Securities; and

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

     NOW, THEREFORE:

     In consideration of the premises and the purchases of the Securities by the
holders thereof, the Issuer and the Trustee mutually covenant and agree for the
equal and proportionate benefit of the respective holders from time to time of
the Securities and of the coupons, if any, appertaining thereto as follows:

                                   ARTICLE I

                                  DEFINITIONS

     Section 1.1    Certain Terms Defined.  The terms set forth in this Section
                    ---------------------
1.1 (except as otherwise expressly provided or unless the context otherwise
clearly requires) for all purposes of this Indenture and of any indenture
supplemental hereto shall have the respective meanings specified in this
Section. All other terms used in this Indenture that are defined in the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"), or the
definitions of which in the Securities Act of 1933, as amended (the "Securities
Act"), are referred to in the Trust Indenture Act, including terms defined
therein by reference to the Securities Act (except as herein otherwise expressly
provided or unless the context otherwise requires), shall have the meaning
assigned to such terms in the Trust Indenture Act and in the Securities Act as
in effect from time to time. All accounting terms used herein and not expressly
defined shall have the meanings assigned to such terms in accordance with

                                       1
<PAGE>

generally accepted accounting principles, and the term "generally accepted
accounting principles" means such accounting principles as are generally
accepted at the time of any computation unless a different time shall be
specified with respect to such series of Securities as provided for in Section
2.3. The words "herein," "hereof" and "hereunder" and other words of similar
import refer to this Indenture as a whole and not to any particular Article,
Section or other subdivision.  The terms defined in this Article have the
meanings assigned to them in this Article and include the plural as well as the
singular.

     "Affiliate" has the same meaning as given to that term in Rule 405 of the
Securities Act or any successor provision.

     "Authenticating Agent" shall have the meaning set forth in Section 6.15.

     "Authorized Newspaper" means a newspaper (which, in the case of The City of
New York, will, if practicable, be THE WALL STREET JOURNAL (Eastern Edition),
and in the case of the United Kingdom of Great Britain and Northern Ireland (the
"United Kingdom"), will, if practicable, be THE FINANCIAL TIMES (London
Edition)) published in an official or common language of the country of
publication customarily published at least once a day for at least five days in
each calendar week and of general circulation in The City of New York or the
United Kingdom, as applicable. If it shall be impractical in the opinion of the
Trustee to make any publication of any notice required hereby in an Authorized
Newspaper, any publication or other notice in lieu thereof which is made or
given with the approval of the Trustee shall constitute a sufficient publication
of such notice.

     "Board of Directors" means either the Board of Directors of the Issuer or
any committee of such Board duly authorized to act on its behalf.

     "Board Resolution" means a copy of one or more resolutions, certified by
the secretary or an assistant secretary of the Issuer to have been duly adopted
or consented to by the Board of Directors and to be in full force and effect,
and delivered to the Trustee.

     "Business Day" means any day other than a Saturday, Sunday or any other day
on which banking institutions in The City of New York, New York are permitted or
required by law to close.

     "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 and delivery of this Indenture such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties on such date.

     "Corporate Trust Office" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, as of the date of this Indenture,
located at 101 Barclay Street, Floor 21 West, New York, NY 10286, Attention:
Corporate Trust Administration.

     "Coupon" means any interest coupon appertaining to an Unregistered
Security.

                                       2
<PAGE>

     "Covenant Defeasance" shall have the meaning set forth in Section 10.1(c).

     "Debt" means, with respect to any Person, whether recourse is to all or a
portion of the assets of such Person and whether or not contingent and without
duplication, (i) every obligation of such Person for money borrowed; (ii) every
obligation of such Person evidenced by bonds, debentures, notes or other similar
instruments, including obligations incurred in connection with the acquisition
of property, assets or businesses; (iii) every reimbursement obligation of such
Person with respect to letters of credit, bankers' acceptances or similar
facilities issued for the account of such Person; (iv) every obligation of such
Person issued or assumed as the deferred purchase price of property or services
(but excluding trade accounts payable or accrued liabilities arising in the
ordinary course of business); (v) every capital lease obligation of such Person;
(vi) every obligation of the type referred to in clauses (i) through (v) of
another Person and all dividends of another Person the payment of which, in
either case, such Person has guaranteed or is responsible or liable for,
directly or indirectly, as obligor or otherwise; and all obligations 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, is secured by any lien on
any of such Person's properties or assets, whether or not such Person has
assumed such obligations.

     "Depositary" means, with respect to the Securities of any series issuable
or issued in the form of one or more Registered Global Securities, the Person
designated as Depositary by the Issuer pursuant to Section 2.3 until a successor
Depositary shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter "Depositary" shall mean or include each Person who is
then a Depositary hereunder, and if at any time there is more than one such
Person, "Depositary" as used with respect to the Securities of any such series
shall mean the Depositary with respect to the Registered Global Securities of
that series.

     "Distributions" means, with respect to the Trust Securities issued by an
Issuer Trust, amounts payable in respect of such Trust Securities as provided in
the related trust agreement or declaration of trust and referred to therein as
"Distributions."

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

     "Event of Default" means any event or condition specified as such in
Section 5.1.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Fair Value" when used with respect to any Voting Stock means the fair
value as determined in good faith by the Board of Directors of the Issuer.

     "Foreign Currency" means a currency issued by the government of a country
other than the United States of America.

     "Holder," "Holder of Securities," "Securityholder" or any other similar
term means (a) in the case of any Registered Security, the person in whose name
such Security is registered in the security

                                       3
<PAGE>

register kept by the Issuer for that purpose in accordance with the terms
hereof, and (b) in the case of any Unregistered Security, the bearer of such
Security, or any Coupon appertaining thereto, as the case may be.

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

     "Interest Payment Date" means, as to each series of Securities, the Stated
Maturity of an installment of interest on such Securities.

     "IRS" means the Internal Revenue Service of the United States Department of
the Treasury, or any successor entity.

     "Issuer" means (except as otherwise provided in Article IX) Torchmark
Corporation, a Delaware corporation, and, subject to Article IX, its successors
and assigns.

     "Issuer Order" means a written statement, request or order of the Issuer
signed in its name by the chairman of the Board of Directors, the president, any
vice president or the treasurer of the Issuer.

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

     "Judgment Currency" has the meaning set forth in Section 11.12.

     "Non-U.S. Person" means any person that is not a "U.S. person" as such term
is defined in Rule 902 of the Securities Act.

     "Officer's Certificate" means a certificate signed by the chairman of the
Board of Directors, the president or any vice president or the treasurer of the
Issuer and delivered to the Trustee.  Each such certificate shall comply with
Section 314 of the Trust Indenture Act and include the statements provided for
in Section 11.5.

     "Opinion of Counsel" means an opinion in writing signed by legal counsel
who may be an employee of the Issuer or other counsel satisfactory to the
Trustee.  Each such opinion shall comply with Section 314 of the Trust Indenture
Act and include the statements provided for in Section 11.5.

     "Original Issue Date" of any Security (or portion thereof) means the
earlier of (a) the date of such Security or (b) the date of any Security (or
portion thereof) for which such Security was issued (directly or indirectly) on
registration of transfer, exchange or substitution.

     "Original Issue Discount Security" means any Security that provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to Section 5.1.

                                       4
<PAGE>

     "Outstanding" (except as otherwise provided in Section 7.4), when used with
reference to Securities, means, subject to the provisions of Section 7.4, as of
any particular time, all Securities authenticated and delivered by the Trustee
under this Indenture, except:

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

          (b) Securities, or portions thereof, for the payment or redemption of
which monies or U.S. Government Obligations (as provided for in Section 10.1) in
the necessary amount shall have been deposited in trust with the Trustee or with
any paying agent (other than the Issuer) or shall have been set aside,
segregated and held in trust by the Issuer for the Holders of such Securities
(if the Issuer shall act as its own paying agent), PROVIDED, that if such
Securities, or portions thereof, are to be redeemed prior to the maturity
thereof, notice of such redemption shall have been given as herein provided, or
provisions satisfactory to the Trustee shall have been made for giving such
notice; and

          (c) Securities which shall have been paid or in substitution for which
other Securities shall have been authenticated and delivered pursuant to the
terms of Section 2.9 (except with respect to any such Security as to which proof
satisfactory to the Trustee is presented that such Security is held by a person
in whose hands such Security is a legal, valid and binding obligation of the
Issuer).

In determining whether the Holders of the requisite principal amount of
Outstanding Securities of any or all series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration
of acceleration of the maturity thereof pursuant to Section 5.1.

     "Periodic Offering" means an offering of Securities of a series from time
to time, the specific terms of which Securities, including, without limitation,
the rate or rates of interest, if any, thereon, the stated maturity or
maturities thereof and the redemption provisions, if any, with respect thereto,
are to be determined by the Issuer or its agents upon the issuance of such
Securities.

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

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

     "Principal" whenever used with reference to the Securities or any Security
or any portion thereof, shall be deemed to include "and premium, if any,"
PROVIDED, HOWEVER, that such inclusion of premium, if any, shall under no
circumstances result in the double counting of such premium for the purpose of
any calculation required hereunder.

                                       5
<PAGE>

     "Record date" shall have the meaning set forth in Section 2.7.

     "Registered Global Security" means a Security evidencing all or a part of a
series of Registered Securities, issued to the Depositary for such series in
accordance with Section 2.4, and bearing the legend prescribed in Section 2.4
and any other legend required by the Depositary for such series.

     "Registered Security" means any Security registered on the Security
register of the Issuer.

     "Required Currency" shall have the meaning set forth in Section 11.12.

     "Responsible Officer" when used with respect to the Trustee, means any vice
president, any assistant vice president, any senior trust officer or assistant
trust officer, any trust officer, or any other officer associated with the
corporate trust department of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of such person's knowledge of and
familiarity with the particular subject.

     "Rights Plan" means a plan of the Issuer providing for the issuance by the
Issuer 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 Issuer which rights (i) are deemed to be transferred with such
shares of such Common Stock, and (ii) are also issued in respect of future
issuance of such Common Stock, in each case until the occurrence of a specified
event or events.

     "Security" or "Securities" (except as otherwise provided in Section 7.4)
has the meaning stated in the first recital of this Indenture, or, as the case
may be, Securities that have been authenticated and delivered under this
Indenture.

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

     "Senior Indebtedness" means the principal of (and premium, if any) and
interest, if any (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Issuer whether or
not such claim for post-petition interest is allowed in such proceeding), on
Debt of the Issuer, 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 Securities or to other
Debt that is pari passu with, or subordinated to, the Securities; provided,
however, that Senior Indebtedness shall not be deemed to include (a) any Debt of
the Issuer or an obligor of the Securities or its affiliates, including all
other debt securities and any guarantees in respect of such debt securities, to
(i) Torchmark Capital Trust II, or a trustee thereof or (ii) any other trust, or
a trustee thereof, a partnership or other entity affiliated with the Issuer that
is a financing vehicle of the Issuer and that will issue preferred securities or
other securities that rank pari passu with, or junior to, the Preferred
Securities, (b) any Debt of the Issuer to any of its Subsidiaries, (c) any Debt
of the Issuer to any employee of the Issuer, or (d) trade accounts payable and
accrued liabilities of the Issuer arising in the ordinary course of business of
the Issuer.

                                       6
<PAGE>

     "Stated Maturity" means, when used with respect to any Security or any
installment of principal thereof (or premium, if any) or interest (including any
additional interest payable pursuant to the terms of any Security) thereon, the
date specified pursuant to the terms of such Security as the fixed date on which
the principal of such Security or such installment of principal (or premium, if
any) or interest (including any additional interest payable pursuant to the
terms of any Security) is due and payable, subject, in the case of the stated
maturity of the principal on any security, to acceleration or extension as
provided pursuant to the terms of such Security and this Indenture.

     "Subsidiary" means any corporation of which at least a majority of the
outstanding stock having the voting power to elect a majority of the Board of
Directors of such corporation (irrespective of whether or not at the time stock
of any other class or classes of such corporation shall have or might have
voting power by reason of the happening of any contingency) is at the time of
determination directly or indirectly owned by the Issuer, or by one or more of
its Subsidiaries, or by the Issuer and one or more of its Subsidiaries.

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

     "Trustee" means the Person identified as "Trustee" in the first paragraph
hereof and, subject to the provisions of Article VI, shall also include any
successor trustee. "Trustee" shall also mean or include each Person who is then
a trustee hereunder, and, if at any time there is more than one such Person,
"Trustee" as used with respect to the Securities of any series shall mean the
trustee with respect to the Securities of such series.

     "Unregistered Security" means any Security other than a Registered
Security.

     "U.S. Government Obligations" shall have the meaning set forth in Section
10.1(a).

     "Voting Stock" means stock of any class or classes having general voting
power under ordinary circumstances to elect a majority of the board of
directors, managers or trustees of the corporation in question, PROVIDED, that,
for the purposes hereof, stock which carries only the right to vote
conditionally on the happening of an event shall not be considered voting stock
whether or not such event shall have happened.

     "Yield to Maturity" means the yield to maturity on a series of securities,
calculated at the time of issuance of such series, or, if applicable, at the
most recent redetermination of interest on such series, and calculated in
accordance with accepted financial practice.

                                   ARTICLE II

                                   SECURITIES

     Section 2.1    Forms Generally.  The Securities of each series and the
                    ---------------
Coupons, if any, to be attached thereto shall be substantially in such form (not
inconsistent with this Indenture) as shall be established by or pursuant to one
or more Board Resolutions (as set forth in a Board Resolution or, to the extent
established pursuant to but not set forth in a Board Resolution, an Officer's

                                       7
<PAGE>

Certificate detailing such establishment) or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture and may have imprinted or otherwise reproduced thereon such legend or
legends or endorsements, not inconsistent with the provisions of this Indenture,
as may be required to comply with any law or with any rules or regulations
pursuant thereto, or with any rules of any securities exchange or to conform to
general usage, all as may be determined by the officers executing such
Securities and Coupons, if any, as evidenced by their execution of such
Securities and Coupons.

     The definitive Securities and Coupons, if any, shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the officers executing such Securities and
Coupons, if any, as evidenced by their execution of such Securities and Coupons,
if any.

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

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

                                       The Bank of New York, as Trustee

Dated:____________________________     By:_____________________________________
                                                  Authorized Signatory"

If at any time there shall be an Authenticating Agent appointed with respect to
any series of Securities, then the Trustee's Certificate of Authentication to be
borne by the Securities of each such series shall be substantially as follows:

                                       8
<PAGE>

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

                                [______________________________________________]
                                            as Authenticating Agent

Dated:____________________________     By:______________________________________
                                                 Authorized Signatory"

     Section 2.3    Amount Unlimited; Issuable in Series.  The aggregate
                    ------------------------------------
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

     The Securities may be issued in one or more series.  There shall be
established in or pursuant to one or more Board Resolutions (and to the extent
established pursuant to but not set forth in a Board Resolution, in an Officer's
Certificate detailing such establishment) or established in one or more
indentures supplemental hereto, prior to the initial issuance of Securities of
any series,

          (1) the designation of the Securities of the series, which shall
     distinguish the Securities of the series from the Securities of all other
     series, and which may be part of a series of Securities previously issued;

          (2)  any limit upon the aggregate principal amount of the Securities
     of the series that may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of
     transfer of, or in exchange for, or in lieu of, other Securities of the
     series pursuant to Section 2.8, 2.9, 2.11, 8.5 or 12.3);

          (3) if other than Dollars, the coin, currency or currencies in which
     the Securities of the series are denominated (including, but not limited
     to, any composite currency, currency units or Foreign Currency);

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

          (5) the rate or rates at which the Securities of the series shall bear
     interest, if any, the date or dates from which such interest shall accrue
     and on which such interest shall be payable, the terms and conditions of
     any deferral of interest and additional interest, if any, thereon, the
     right, if any, of the Issuer to extend the interest payment periods and the
     duration of the extensions and (in the case of Registered Securities) the
     date or dates on which a record shall be taken for the determination of
     Holders to whom interest is payable and/or the method by which such rate or
     rates or date or dates shall be determined;

                                       9
<PAGE>

          (6) the place or places where and the manner in which, the principal
     of and any interest on Securities of the series shall be payable, the place
     or places where the Securities of the series may be presented for
     registration of transfer or exchange and the place or places where notices
     and demands to or upon the Issuer in respect of the Securities of the
     series may be made, if other than as provided in Section 3.2;

          (7) the right, if any, of the Issuer to redeem Securities, in whole or
     in part, at its option and the period or periods within which, or the date
     or dates on which, the price or prices at which and any terms and
     conditions upon which Securities of the series may be so redeemed, pursuant
     to any sinking fund or otherwise;

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

          (9) subject to Section 13.1, the relative degree, if any, to which the
     Securities of the series shall be senior to or be subordinated to other
     series of Securities in right of payment, whether such other series of
     Securities are Outstanding or not;

          (10) if other than denominations of $1,000 and any integral multiple
     thereof in the case of Registered Securities, or $1,000 and $5,000 in the
     case of Unregistered Securities, the denominations in which Securities of
     the series shall be issuable;

          (11) the percentage of the principal amount at which the Securities
     will be issued, and, if other than the principal amount thereof, the
     portion of the principal amount of Securities of the series which shall be
     payable upon declaration of acceleration of the maturity thereof;

          (12) if other than the coin, currency or currencies in which the
     Securities of the series are denominated, the coin, currency or currencies
     in which payment of the principal of or interest on the Securities of such
     series shall be payable, including composite currencies or currency units;

          (13) if the principal of or interest on the Securities of the series
     are to be payable, at the election of the Issuer or a Holder thereof, in a
     coin or currency other than that in which the Securities are denominated,
     the period or periods

                                       10
<PAGE>

     within which, and the terms and conditions upon which, such election may be
     made;

          (14) if the amount of payments of principal of and interest on the
     Securities of the series may be determined with reference to an index or
     formula based on a coin, currency, composite currency or currency unit
     other than that in which the Securities of the series are denominated, the
     manner in which such amounts shall be determined;

          (15) whether the Securities of the series will be issuable as
     Registered Securities (and if so, whether such Securities will be issuable
     as Registered Global Securities) or Unregistered Securities (with or
     without Coupons), or any combination of the foregoing, any restrictions
     applicable to the offer, sale or delivery of Unregistered Securities or the
     payment of interest thereon and, if other than as provided in Section 2.8,
     the terms upon which Unregistered Securities of any series may be exchanged
     for Registered Securities of such series and vice versa;

          (16) whether and under what circumstances the Issuer will pay
     additional amounts on the Securities of the series held by a person who is
     not a U.S. person in respect of any tax, assessment or governmental charge
     withheld or deducted and, if so, whether the Issuer will have the option to
     redeem the Securities of the series rather than pay such additional
     amounts;

          (17) if the Securities of the series are to be issuable in definitive
     form (whether upon original issue or upon exchange of a temporary Security
     of such series) only upon receipt of certain certificates or other
     documents or satisfaction of other conditions, the form and terms of such
     certificates, documents or conditions;

          (18) any trustees, depositories, authenticating or paying agents,
     transfer agents or registrars of any other agents with respect to the
     Securities of such series;

          (19) any deletion from, modification of or addition to the Events of
     Default or covenants with respect to the Securities of such series;

          (20) if the Securities of the series are to be convertible into or
     exchangeable for any other security or property of the Issuer, including,
     without limitation, securities of another Person held by the Issuer or its
     Affiliates and, if so, the terms thereof;

          (21) any securities exchange or quotation system on which the
     Securities of the series may be listed or quoted, as applicable; and

                                       11
<PAGE>

          (22) any other terms of the series (which terms shall not be
     inconsistent with the provisions of this Indenture).

All Securities of any one series and Coupons, if any, appertaining thereto shall
be substantially identical, except in the case of Registered Securities as to
denomination and except as may otherwise be provided by or pursuant to the Board
Resolution or Officer's Certificate referred to above or as set forth in any
indenture supplemental hereto.  All Securities of any one series need not be
issued at the same time and may be issued from time to time, consistent with the
terms of this Indenture, if so provided by or pursuant to such Board Resolution,
such Officer's Certificate or in any indenture supplemental hereto.

     Section 2.4    Authentication and Delivery of Securities.   The Issuer may
                    -----------------------------------------
deliver Securities of any series having attached thereto appropriate Coupons, if
any, executed by the Issuer to the Trustee for authentication together with the
applicable documents referred to below in this Section 2.4, and the Trustee
shall thereupon authenticate and deliver such Securities and Coupons, if any, to
or upon the order of the Issuer (contained in the Issuer Order referred to below
in this Section) or pursuant to such procedures acceptable to the Trustee and to
such recipients as may be specified from time to time by an Issuer Order. The
maturity date, original issue date, interest rate and any other terms of the
Securities of such series and Coupons, if any, appertaining thereto shall be
determined by or pursuant to such Issuer Order and procedures. If provided for
in such procedures, such Issuer Order may authorize authentication and delivery
pursuant to oral or electronic instructions from the Issuer or its duly
authorized agent or agents, which instructions, if oral, shall be promptly
confirmed in writing. In authenticating such Securities and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive (in the case of subparagraphs (2), (3)
and (4) below only at or before the time of the first request of the Issuer to
the Trustee to authenticate Securities of such series) and (subject to Section
6.1) shall be fully protected in relying upon, the following enumerated
documents unless and until such documents have been superseded or revoked:

          (1) an Issuer Order requesting such authentication and setting forth
     delivery instructions if the Securities and Coupons, if any, are not to be
     delivered to the Issuer, PROVIDED that, with respect to Securities of a
     series subject to a Periodic Offering, (a) such Issuer Order may be
     delivered by the Issuer to the Trustee prior to the delivery to the Trustee
     of such Securities for authentication and delivery, (b) the Trustee shall
     authenticate and deliver Securities of such series for original issue from
     time to time, in an aggregate principal amount not exceeding the aggregate
     principal amount established for such series, pursuant to an Issuer Order
     or pursuant to procedures acceptable to the Trustee as may be specified
     from time to time by an Issuer Order and (c) the maturity date or dates,
     original issue date or dates, interest rate or rates and any other terms of
     Securities of such series shall be determined by an Issuer Order or
     pursuant to such procedures;

                                       12
<PAGE>

          (2) any Board Resolution, Officer's Certificate and/or executed
     supplemental indenture referred to in Section 2.1 and 2.3 by or pursuant to
     which the forms and terms of the Securities and Coupons, if any, were
     established;

          (3) an Officer's Certificate setting forth the form or forms and terms
     of the Securities and Coupons, if any, stating that the form or forms and
     terms of the Securities and Coupons, if any, have been established pursuant
     to Sections 2.1 and 2.3 and comply with this Indenture, and covering such
     other matters as the Trustee may reasonably request; and

          (4) at the option of the Issuer, either one or more Opinions of
     Counsel, or a letter addressed to the Trustee permitting it to rely on one
     or more Opinions of Counsel, substantially to the effect that:

               (a) the form or forms of the Securities and Coupons, if any, have
     been duly authorized and established in conformity with the provisions of
     this Indenture;

               (b) in the case of an underwritten offering, the terms of the
     Securities have been duly authorized and established in conformity with the
     provisions of this Indenture, and, in the case of an offering that is not
     underwritten, certain terms of the Securities have been established
     pursuant to a Board Resolution, an Officer's Certificate or a supplemental
     indenture in accordance with this Indenture, and when such other terms as
     are to be established pursuant to procedures set forth in an Issuer Order
     shall have been established, all such terms will have been duly authorized
     by the Issuer and will have been established in conformity with the
     provisions of this Indenture;

               (c)  such Securities and Coupons, if any, when executed by the
     Issuer and authenticated by the Trustee in accordance with the provisions
     of this Indenture and delivered to and duly paid for by the purchasers
     thereof, and subject to any conditions specified in such Opinion of
     Counsel, will have been duly issued under this Indenture, will be entitled
     to the benefits of this Indenture;

               (d) such Securities will be valid and binding obligations of the
     Issuer, enforceable in accordance with their respective terms, except as
     the enforceability thereof may be limited by (i) bankruptcy, insolvency,
     reorganization, liquidation, moratorium, fraudulent transfer or similar
     laws affecting creditors' rights generally, (ii) rights of acceleration, if
     any, and (iii) the availability of equitable remedies may be limited by
     equitable principles of general applicability and such counsel need express
     no opinion with regard to the enforceability of Section 6.6 or of a
     judgment denominated in a currency other than Dollars; and

                                       13
<PAGE>

               (e)  that all laws and requirements in respect of the execution
     and delivery by the Company of such Securities have been complied with.

     In rendering such opinions, any counsel may qualify any opinions as to
     enforceability by stating that such enforceability may be limited by
     bankruptcy, insolvency, reorganization, liquidation, moratorium, fraudulent
     transfer and other similar laws affecting the rights and remedies of
     creditors and is subject to general principles of equity (regardless of
     whether such enforceability is considered in a proceeding in equity or at
     law). Such counsel may rely upon opinions of other counsel (copies of which
     shall be delivered to the Trustee) reasonably satisfactory to the Trustee,
     in which case the opinion shall state that such counsel believes he and the
     Trustee are entitled so to rely. Such counsel may also state that, insofar
     as such opinion involves factual matters, he has relied, to the extent he
     deems proper, upon certificates of officers of the Issuer and its
     subsidiaries and certificates of public officials.

     The Trustee shall have the right to decline to authenticate and deliver any
Securities under this section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken by the Issuer or if the
Trustee in good faith by its board of directors or board of trustees, executive
committee or a trust committee of directors or trustees or Responsible Officers
shall determine that such action would expose the Trustee to personal liability
to existing Holders or would affect the Trustee's own rights, duties or
immunities under the Securities, this Indenture or otherwise.

     If the Issuer shall establish pursuant to Section 2.3 that the Securities
of a series are to be issued in the form of one or more Registered Global
Securities, then the Issuer shall execute and the Trustee shall, in accordance
with this Section and the Issuer Order with respect to such series, authenticate
and deliver one or more Registered Global Securities that (i) shall represent
and shall be denominated in an amount equal to the aggregate principal amount of
all of the Securities of such series issued and not yet cancelled, (ii) shall be
registered in the name of the Depositary for such Registered Global Security or
Securities or the nominee of such Depositary, (iii) shall be delivered by the
Trustee to such Depositary or delivered or held pursuant to such Depositary's
instructions and (iv) shall bear a legend substantially to the following effect:
"Unless and until it is exchanged in whole or in part for Securities in
definitive registered form, this Security may not be transferred except as a
whole by the Depositary to the nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary."

     Each Depositary designated pursuant to Section 2.3 must, at the time of its
designation and at all times while it serves as Depositary, be a clearing agency
registered under the Exchange Act and any other applicable statute or
regulation.

     Section 2.5    Execution of Securities.  The Securities and each Coupon
                    -----------------------
appertaining thereto, if any, shall be signed on behalf of the Issuer by the
chairman or vice chairman of its Board

                                       14
<PAGE>

of Directors, its chief executive officer, any vice president or its treasurer,
which may, but need not, be attested. Such signatures may be the manual or
facsimile signatures of the present or any future such officers. Typographical
and other minor errors or defects in any such reproduction of any such signature
shall not affect the validity or enforceability of any Security that has been
duly authenticated and delivered by the Trustee.

     In case any officer of the Issuer who shall have signed any of the
Securities or Coupons, if any, shall cease to be such officer before the
Security or Coupon so signed (or the Security to which the Coupon so signed
appertains) shall be authenticated and delivered by the Trustee or disposed of
by the Issuer, such Security or Coupon nevertheless may be authenticated and
delivered or disposed of as though the person who signed such Security or Coupon
had not ceased to be such officer of the Issuer; and any Security or Coupon may
be signed on behalf of the Issuer by such persons as, at the actual date of the
execution of such Security or Coupon, shall be the proper officers of the
Issuer, although at the date of the execution and delivery of this Indenture any
such person was not such an officer.

     Section 2.6    Certificate of Authentication.    Only such Securities as
                    -----------------------------
shall bear thereon a certificate of authentication substantially in the form
hereinbefore recited, executed by the Trustee by the manual signature of one of
its authorized officers, shall be entitled to the benefits of this Indenture or
be valid or obligatory for any purpose. No Coupon shall be entitled to the
benefits of this Indenture or shall be valid and obligatory for any purpose
until the certificate of authentication on the Security to which such Coupon
appertains shall have been duly executed by the Trustee. The execution of such
certificate by the Trustee upon any Security executed by the Issuer shall be
conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the Holder is entitled to the
benefits of this Indenture.

     Section 2.7    Denomination and Date of Securities; Payment of Interest.
                    --------------------------------------------------------
The Securities of each series shall be issuable as Registered Securities or
Unregistered Securities in denominations established as contemplated by Section
2.3 or, with respect to the Registered Securities of any series, if not so
established, in denominations of $1,000 and any integral multiple thereof. If
denominations of Unregistered Securities of any series are not so established,
such Securities shall be issuable in denominations of $1,000 and $5,000. The
Securities of each series shall be numbered, lettered or otherwise distinguished
in such manner or in accordance with such plan as the officers of the Issuer
executing the same may determine with the approval of the Trustee, as evidenced
by the execution and authentication thereof.

     Each Registered Security shall be dated the date of its authentication.
Each Unregistered Security shall be dated as provided in the Board Resolution
referred to in Section 2.3. The Securities of each series shall bear interest,
if any, from the date, and such interest shall be payable on the dates,
established as contemplated by Section 2.3.

     The person in whose name any Registered Security of any series is
registered at the close of business on any record date applicable to a
particular series with respect to any interest payment date for such series
shall be entitled to receive the interest, if any, payable on such interest
payment date notwithstanding any transfer or exchange of such Registered
Security subsequent to the record date

                                       15
<PAGE>

and prior to such interest payment date, except if and to the extent the Issuer
shall default in the payment of the interest due on such interest payment date
for such series, in which case such defaulted interest shall be paid to the
persons in whose names Outstanding Registered Securities for such series are
registered at the close of business on a subsequent record date (which shall be
not less than five Business Days prior to the date of payment of such defaulted
interest) established by notice given by mail by or on behalf of the Issuer to
the Holders of Registered Securities not less than 15 days preceding such
subsequent record date. The term "record date" as used with respect to any
interest payment date (except a date for payment of defaulted interest) for the
Securities of any series shall mean the date specified as such in the terms of
the Registered Securities of such series established as contemplated by Section
2.3, or, if no such date is so established, if such interest payment date is the
first day of a calendar month, the fifteenth day of the preceding calendar month
or, if such interest payment date is the fifteenth day of a calendar month, the
first day of such calendar month, whether or not such record date is a Business
Day.

     Section 2.8    Registration, Transfer and Exchange.   The Issuer will keep
                    -----------------------------------
at each office or agency to be maintained for the purpose as provided in Section
3.2 for each series of Securities a register or registers in which, subject to
such reasonable regulations as the Issuer may prescribe, it will provide for the
registration of Registered Securities of such series and the registration of
transfer of Registered Securities of such series. Such register shall be in
written form in the English language or in any other form capable of being
converted into such form within a reasonable time. At all reasonable times such
register or registers shall be open for inspection by the Trustee.

     Upon due presentation for registration of transfer of any Registered
Security of any series at any such office or agency to be maintained for the
purpose as provided in Section 3.2, the Issuer shall execute and the Trustee
shall authenticate and deliver in the name of the transferee or transferees a
new Registered Security or Registered Securities of the same series, maturity
date, interest rate and original issue date in authorized denominations for a
like aggregate principal amount.

     Unregistered Securities (except for any temporary global Unregistered
Securities) and Coupons (except for Coupons attached to any temporary global
Unregistered Securities) shall be transferable by delivery.

     At the option of the Holder thereof, Registered Securities of any series
(other than a Registered Global Security, except as set forth below) may be
exchanged for a Registered Security or Registered Securities of such series
having authorized denominations and an equal aggregate principal amount, upon
surrender of such Registered Securities to be exchanged at the agency of the
Issuer that shall be maintained for such purpose in accordance with Section 3.2
and upon payment, if the Issuer shall so require, of the charges hereinafter
provided. If the Securities of any series are issued in both registered and
unregistered form, at the option of the Holder thereof, except as otherwise
specified pursuant to Section 2.3, Unregistered Securities of any series may be
exchanged for Registered Securities of such series having authorized
denominations and an equal aggregate principal amount, upon surrender of such
Unregistered Securities to be exchanged at the agency of the Issuer that shall
be maintained for such purpose in accordance with Section 3.2, with, in the case
of Unregistered Securities that have Coupons attached, all unmatured Coupons and
all matured

                                       16
<PAGE>

Coupons in default thereto appertaining, and upon payment, if the Issuer shall
so require, of the charges hereinafter provided. At the option of the Holder
thereof, if Unregistered Securities of any series, maturity date, interest rate
and original issue date are issued in more than one authorized denomination,
except as otherwise specified pursuant to Section 2.3, such Unregistered
Securities may be exchanged for Unregistered Securities of such series having
authorized denominations and an equal aggregate principal amount, upon surrender
of such Unregistered Securities to be exchanged at the agency of the Issuer that
shall be maintained for such purpose in accordance with Section 3.2 or as
specified pursuant to Section 2.3, with, in the case of Unregistered Securities
that have Coupons attached, all unmatured Coupons and all matured Coupons in
default thereto appertaining, and upon payment, if the Issuer shall so require,
of the charges hereinafter provided. Registered Securities of any series may not
be exchanged for Unregistered Securities of such series unless (1) otherwise
specified pursuant to Section 2.3 and (2) the Issuer has delivered to the
Trustee an Opinion of Counsel that (x) the Issuer has received from the IRS a
ruling or (y) since the date hereof, there has been a change in the applicable
United States federal income tax law, in either case to the effect that the
inclusion of terms permitting Registered Securities to be exchanged for
Unregistered Securities would result in no United States federal income tax
effect adverse to the Issuer or to any Holder. Whenever any Securities are so
surrendered for exchange, the Issuer shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive. All Securities and Coupons, if any, surrendered upon any
exchange or transfer provided for in this Indenture shall be promptly cancelled
and disposed of by the Trustee, and the Trustee shall deliver a certificate of
disposition thereof to the Issuer.

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

     The Issuer may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any exchange or
registration of transfer of Securities. No service charge shall be made for any
such transaction.

     The Issuer shall not be required to exchange or register a transfer of (a)
any Securities of any series for a period of 15 days preceding the first mailing
of notice of redemption of Securities of such series to be redeemed or (b) any
Securities selected, called or being called for redemption, in whole or in part,
except, in the case of any Security to be redeemed in part, the portion thereof
not so to be redeemed.

     Notwithstanding any other provision of this Section 2.8, unless and until
it is exchanged in whole or in part for Securities in definitive registered
form, a Registered Global Security representing all or a portion of the
Securities of a series may not be transferred except as a whole by the
Depositary for such series to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor Depositary for such series or
a nominee of such successor Depositary.

                                       17
<PAGE>

     If at any time the Depositary for any Registered Securities of a series
represented by one or more Registered Global Securities notifies the Issuer that
it is unwilling or unable to continue as Depositary for such Registered
Securities or if at any time the Depositary for such Registered Securities shall
no longer be eligible under Section 2.4, the Issuer shall appoint a successor
Depositary eligible under Section 2.4 with respect to such Registered
Securities. If a successor Depositary eligible under Section 2.4 for such
Registered Securities is not appointed by the Issuer within 90 days after the
Issuer receives such notice or becomes aware of such ineligibility, the Issuer's
election pursuant to Section 2.3 that such Registered Securities be represented
by one or more Registered Global Securities shall no longer be effective and the
Issuer will execute, and the Trustee, upon receipt of an Officer's Certificate
for the authentication and delivery of definitive Securities of such series,
will authenticate and deliver, Securities of such series in definitive
registered form without coupons, in any authorized denominations, in an
aggregate principal amount equal to the principal amount of the Registered
Global Security or Securities representing such Registered Securities in
exchange for such Registered Global Security or Securities.

     The Issuer may at any time and in its sole discretion determine that the
Registered Securities of any series issued in the form of one or more Registered
Global Securities shall no longer be represented by a Registered Global Security
or Securities.  In such event the Issuer will execute, and the Trustee, upon
receipt of any Officer's Certificate for the authentication and delivery of
definitive Securities of such series, will authenticate and deliver, Securities
of such series in definitive registered form without coupons, in any authorized
denominations, in an aggregate principal amount equal to the principal amount of
the Registered Global Security or Securities representing such Registered
Securities, in exchange for such Registered Global Security or Securities.

     If specified by the Issuer pursuant to Section 2.3 with respect to
Securities represented by a Registered Global Security, the Depositary for such
Registered Global Security may surrender such Registered Global Security in
exchange in whole or in part for Securities of  the same series in definitive
registered form on such terms as are acceptable to the Issuer and such
Depositary. Thereupon, the Issuer shall execute, and the Trustee shall
authenticate and deliver, without service charge,

          (i) to the Person specified by such Depositary a new Registered
     Security or Securities of the same series, of any authorized denominations
     as requested by such Person, in an aggregate principal amount equal to and
     in exchange for such Person's beneficial interest in the Registered Global
     Security; and

          (ii) to such Depositary a new Registered Global Security in a
     denomination equal to the difference, if any, between the principal amount
     of the surrendered Registered Global Security and the aggregate principal
     amount of Registered Securities authenticated and delivered pursuant to
     clause (i) above.

Upon the exchange of a Registered Global Security for Securities in definitive
registered form without coupons, in authorized denominations, such Registered
Global Security shall be cancelled by the Trustee or an agent of the Issuer or
the Trustee. Securities in definitive registered form without coupons issued in
exchange for a Registered Global Security pursuant to this Section 2.8

                                       18
<PAGE>

shall be registered in such names and in such authorized denominations as the
Depositary for such Registered Global Security, pursuant to instructions from
its direct or indirect participants or otherwise, shall instruct the Trustee or
an agent of the Issuer or the Trustee. The Trustee or such agent shall deliver
such Securities to or as directed by the Persons in whose names such Securities
are so registered.

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

     Notwithstanding anything herein or in the terms of any series of Securities
to the contrary, none of the Issuer, the Trustee or any agent of the Issuer or
the Trustee (any of which, other than the Issuer, shall rely on an Officer's
Certificate and an Opinion of Counsel) shall be required to exchange any
Unregistered Security for a Registered Security if such exchange would result in
United States federal income tax consequences adverse to the Issuer (such as,
for example, the inability of the Issuer to deduct from its income, as computed
for United States federal income tax purposes, the interest payable on the
Unregistered Securities) under then applicable United States federal income tax
laws.

     Section 2.9    Mutilated, Defaced, Destroyed, Lost and Stolen Securities.
                    ---------------------------------------------------------
In case any temporary or definitive Security or any Coupon appertaining to any
Security shall be mutilated, defaced, destroyed, lost or stolen, the Issuer in
its discretion may execute and, upon the written request of any officer of the
Issuer, the Trustee shall authenticate and deliver, a new Security of the same
series, maturity date, interest rate and original issue date, bearing a number
or other distinguishing symbol not contemporaneously outstanding, in exchange
and substitution for the mutilated or defaced Security, or in lieu of and in
substitution for the Security so destroyed, lost or stolen with Coupons
corresponding to the Coupons appertaining to the Securities so mutilated,
defaced, destroyed, lost or stolen, or in exchange or substitution for the
Security to which such mutilated, defaced, destroyed, lost or stolen Coupon
appertained, with Coupons appertaining thereto corresponding to the Coupons so
mutilated, defaced, destroyed, lost or stolen.  In every case, the applicant for
a substitute Security or Coupon shall furnish to the Issuer and to the Trustee
and any agent of the Issuer or the Trustee such security or indemnity as may be
required by them to indemnify and defend and to save each of them harmless and,
in every case of destruction, loss or theft, evidence to their satisfaction of
the destruction, loss or theft of such Security or Coupon and of the ownership
thereof, and in the case of mutilation or defacement shall surrender the
Security and related Coupons to the Trustee or such agent.

     Upon the issuance of any substitute Security or Coupon, the Issuer 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) of its agent connected therewith. In case
any Security or Coupon which has matured or is about to mature or has been
called for redemption in full shall become mutilated or defaced or be destroyed,
lost or stolen, the Issuer may, instead of  issuing a substitute Security, pay
or authorize the payment of the same or the relevant Coupon (without surrender
thereof except in the case of a mutilated or defaced Security or Coupon), if the
applicant for such payment shall furnish to the Issuer and to the Trustee

                                       19
<PAGE>

and any agent of the Issuer or the Trustee such security or indemnity as any of
them may require to save each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Issuer and
the Trustee and any agent of the Issuer or the Trustee evidence to their
satisfaction of the destruction, loss or theft of such Security or Coupons and
of the ownership thereof.

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

     Section 2.10   Cancellation of Securities; Destruction Thereof.  All
                    -----------------------------------------------
Securities and Coupons surrendered for payment, redemption, registration of
transfer or exchange, or for credit against any payment in respect of a sinking
or analogous fund, if any, if surrendered to the Issuer or any agent of the
Issuer or the Trustee or any agent of the Trustee, shall be delivered to the
Trustee or its agent for cancellation or, if surrendered to the Trustee, shall
be cancelled by it; and no Securities or Coupons shall be issued in lieu thereof
except as expressly permitted by any of the provisions of this Indenture.  The
Trustee or its agent shall dispose of cancelled Securities and Coupons held by
it in accordance with its customary procedures.  If the Issuer or its agent
shall acquire any of the Securities or Coupons, such acquisition shall not
operate as a redemption or satisfaction of the indebtedness represented by such
Securities or Coupons unless and until the same are delivered to the Trustee or
its agent for cancellation.

     Section 2.11   Temporary Securities.  Pending the preparation of definitive
                    --------------------
Securities for any series, the Issuer may execute and the Trustee shall
authenticate and deliver temporary Securities for such series (printed,
lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee).  Temporary Securities of any series shall be
issuable as Registered Securities without coupons, or as Unregistered Securities
with or without coupons attached thereto, of any authorized denomination, and
substantially in the form of the definitive Securities of such series but with
such omissions, insertions and variations as may be appropriate for temporary
Securities, all as may be determined by the Issuer with the concurrence of the
Trustee as evidenced by the execution and authentication thereof.  Temporary
Securities may contain such references to any provisions of this Indenture as
may be appropriate. Every temporary Security shall be executed by the Issuer and
be authenticated by the Trustee upon the same conditions and in substantially
the same manner, and with like effect, as the definitive Securities. Without
unreasonable delay the Issuer shall execute and shall furnish definitive
Securities of such series and thereupon temporary Registered Securities of such
series may be surrendered in exchange therefor without charge at each

                                       20
<PAGE>

office or agency to be maintained by the Issuer for that purpose pursuant to
Section 3.2 and, in the case of Unregistered Securities, at any agency
maintained by the Issuer for such purpose as specified pursuant to Section 2.3,
and the Trustee shall authenticate and deliver in exchange for such temporary
Securities of such series an equal aggregate principal amount of definitive
Securities of the same series having authorized denominations and, in the case
of Unregistered Securities, having attached thereto any appropriate Coupons.
Until so exchanged, the temporary Securities of any series shall be entitled to
the same benefits under this Indenture as definitive Securities of such series,
unless otherwise established pursuant to Section 2.3. The provisions of this
Section are subject to any restrictions or limitations on the issue and delivery
of temporary Unregistered Securities of any series that may be established
pursuant to Section 2.3 (including any provision that Unregistered Securities of
such series initially be issued in the form of a single global Unregistered
Security to be delivered to a depositary or agency located outside the United
States and the procedures pursuant to which definitive or global Unregistered
Securities of such series would be issued in exchange for such temporary global
Unregistered Security).

     Section 2.12   CUSIP Numbers.  The Issuer 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 III

                            COVENANTS OF THE ISSUER

     Section 3.1    Payment of Principal and Interest.  The Issuer covenants and
                    ---------------------------------
agrees for the benefit of each series of Securities that it will duly and
punctually pay or cause to be paid the principal of, and interest on, if any,
each of the Securities of such series (together with any additional amounts
payable pursuant to the terms of such Securities) at the place or places, at the
respective time or times and in the manner provided in such Securities and in
the Coupons, if any, appertaining thereto and in this Indenture. The interest on
Securities with Coupons attached (together with any additional amounts payable
pursuant to the terms of such Securities) shall be payable only upon
presentation and surrender of the several Coupons for such interest installments
as are evidenced thereby as they severally mature. If any temporary Unregistered
Security provides that interest thereon may be paid while such Security is in
temporary form, the interest on any such temporary Unregistered Security
(together with any additional amounts payable pursuant to the terms of such
Security) shall be paid, as to the installments of interest evidenced by Coupons
attached thereto, if any, only upon presentation and surrender thereof, and, as
to the other installments of interest, if any, only upon presentation of such
Securities for notation thereon of the payment of such interest, in each case
subject to any restrictions that may be established pursuant to Section 2.3. The
interest, if any, on Registered Securities (together with any additional amounts
payable pursuant to the terms of such Securities) shall be payable only to or
upon the written order of the Holders thereof and, at

                                       21
<PAGE>

the option of the Issuer, may be paid by wire transfer or by mailing checks for
such interest payable to or upon the written order of such Holders at their last
addresses as they appear on the Securities register of the Issuer.

     Section 3.2    Offices for Payments, Etc.  So long as any Registered
                    --------------------------
Securities are authorized for issuance pursuant to this Indenture or are
outstanding hereunder, the Issuer will maintain in the Borough of Manhattan, The
City of New York, an office or agency where the Registered Securities of each
series may be presented for payment, where the Securities of each series may be
presented for exchange as is provided in this Indenture and, if applicable,
pursuant to Section 2.3 and where the Registered Securities of each series may
be presented for registration of transfer as in this Indenture provided.

     The Issuer will maintain one or more offices or agencies in a city or
cities located outside the United States (including any city in which such an
agency is required to be maintained under the rules of any stock exchange on
which the Securities of such series are listed) where the Unregistered
Securities, if any, of each series and Coupons, if any, appertaining thereto may
be presented for payment. No payment on any Unregistered Security or Coupon will
be made upon presentation of such Unregistered Security or Coupon at an agency
of the Issuer within the United States nor will any payment be made by transfer
to an account in, or by mail to an address in, the United States unless pursuant
to applicable United States laws and regulations then in effect such payment can
be made without tax consequences adverse to the Issuer. Notwithstanding the
foregoing, payments in Dollars of Unregistered Securities of any series and
Coupons appertaining thereto which are payable in Dollars may be made at an
agency of the Issuer maintained in the Borough of Manhattan, The City of New
York if such payment in Dollars at each agency maintained by the Issuer outside
the United States for payment on such Unregistered Securities is illegal or
effectively precluded by exchange controls or other similar restrictions.

     The Issuer will maintain in the Borough of Manhattan, The City of New York,
an office or agency where notices and demands to or upon the Issuer in respect
of the Securities of any series, the Coupons appertaining thereto or this
Indenture may be served.

     The Issuer will give to the Trustee written notice of the location of each
such office or agency and of any change of location thereof.  In case the Issuer
shall fail to maintain any agency required by this Section to be located in the
Borough of Manhattan, The City of New York, or shall fail to give such notice of
the location or for any change in the location of any of the above agencies,
presentations and demands may be made and notices may be served at the Corporate
Trust Office of the Trustee.

     The Issuer may from time to time designate one or more additional offices
or agencies where the Securities of a series and any Coupons appertaining
thereto may be presented for payment, where the Securities of that series may be
presented for exchange as provided in this Indenture and pursuant to Section 2.3
and where the Registered Securities of that series may be presented for
registration of transfer as in this Indenture provided, and the Issuer may from
time to time rescind any such designation, as the Issuer may deem desirable or
expedient; PROVIDED, that no such designation or rescission shall in any manner
relieve the Issuer of its obligations to maintain the agencies

                                       22
<PAGE>

provided for in this Section. The Issuer shall give to the Trustee prompt
written notice of any such designation or rescission thereof.

     Section 3.3    Appointment to Fill a Vacancy in Office of Trustee.  The
                    --------------------------------------------------
Issuer, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 6.10, a Trustee, so that there
shall at all times be a Trustee with respect to each series of Securities
hereunder.

     Section 3.4    Paying Agents.  Whenever the Issuer shall appoint a paying
                    -------------
agent other than the Trustee with respect to the Securities of any series, it
will cause such paying agent to execute and deliver to the Trustee an instrument
in which such agent shall agree with the Trustee, subject to the provisions of
this Section,

          (a) that it will hold all sums received by it as such agent for the
payment of the principal of or interest on the Securities of such series
(whether such sums have been paid to it by the Issuer or by any other obligor on
the Securities of such series) in trust for the benefit of the Holders of the
Securities of such series, or Coupons appertaining thereto, if any, or of the
Trustee;

          (b) that it will give the Trustee notice of any failure by the Issuer
(or by any other obligor on the Securities of such series) to make any payment
of the principal of or interest on the Securities of such series when the same
shall be due and payable; and

          (c) that it will pay any such sums so held in trust by it to the
Trustee upon the Trustee's written request at any time during the continuance of
the failure referred to in the foregoing clause (b).

     The Issuer will, prior to 10:00 a.m. on each due date of the principal of
or interest on the Securities of such series, deposit with the paying agent a
sum sufficient to pay such principal or interest so becoming due, and (unless
such paying agent is the Trustee) the Issuer will promptly notify the Trustee of
any failure to take such action.

     If the Issuer shall act as its own paying agent with respect to the
Securities of any series, it will, on or before each due date of the principal
of or interest on the Securities of such series, set aside, segregate and hold
in trust for the benefit of the Holders of the Securities of such series or the
Coupons appertaining thereto a sum sufficient to pay such principal or interest
so becoming due. The Issuer will promptly notify the Trustee of any failure to
take such action.

     Anything in this Section to the contrary notwithstanding, but subject to
Section 10.1, the Issuer may at any time, for the purpose of obtaining a
satisfaction and discharge with respect to one or more or all series of
Securities hereunder, or for any other reason, pay or cause to be paid to the
Trustee all sums held in trust for any such series by the Issuer or any paying
agent hereunder, as required by this Section, such sums to be held by the
Trustee upon the trusts herein contained.

     Anything in this Section to the contrary notwithstanding, the agreement to
hold sums in trust as provided in this Section is subject to the provisions of
Sections 10.3 and 10.4.

                                       23
<PAGE>

     Section 3.5    Compliance Certificates.  The Issuer will furnish to the
                    -----------------------
Trustee on or before January 31 in each year (beginning with 2002) a brief
certificate (which need not comply with Section 11.5) from the principal
executive, financial or accounting officer of the Issuer stating that, in the
course of the performance by the signer of his or her duties as an officer of
the Issuer, he or she would normally have knowledge of any default or non-
compliance by the Issuer in the performance of any covenants or conditions
contained in this Indenture, stating whether or not he or she has knowledge of
any such default or non-compliance and, if so, describing each such default or
non-compliance of which the signer has knowledge and the nature thereof.

     Section 3.6    Corporate Existence.  Subject to Article IX, the Issuer will
                    -------------------
do or cause to be done all things necessary to preserve and keep in full force
and effect its corporate existence and the rights (charter and statutory),
licenses and franchises of the Issuer and its Subsidiaries; PROVIDED, that the
Issuer shall not be required to preserve any such right, license or franchise,
if, in the judgment of the Issuer, the preservation thereof is no longer
desirable in the conduct of the business of the Issuer and its Subsidiaries
taken as a whole and the loss thereof is not disadvantageous in any material
respect to the Securityholders.

     Section 3.7    Maintenance of Properties.  The Issuer will cause all
                    -------------------------
properties used in or useful in the conduct of its business or the business of
any Subsidiary to be maintained and kept in good condition, repair, and working
order and supplied with all necessary equipment and will cause to be made all
necessary repairs, renewals, replacements, betterments and improvements thereof,
all as in the judgment of the Issuer may be necessary, so that the business
carried on in connection therewith may be properly and advantageously conducted
at all times, except to the extent that the Issuer may be prevented from so
doing by circumstances beyond its control; PROVIDED, that nothing in this
Section shall prevent the Issuer from discontinuing the operation or maintenance
of any of such properties, or disposing of any of them, if such discontinuance
or disposal is, in the judgment of the Issuer desirable in the conduct of the
business of the Issuer or any Subsidiary and not disadvantageous in any material
respect to the Securityholders.

     Section 3.8    Payment of Taxes and Other Claims.  The Issuer will pay or
                    ---------------------------------
discharge or cause to be paid or discharged, before the same shall become
delinquent: (a) all taxes, assessments and governmental charges levied or
imposed upon the Issuer or any Subsidiary or upon the income, profits or
property of the Issuer or any Subsidiary; and (b) all lawful claims for labor,
materials and supplies, which, if unpaid, might by law become a lien upon the
property of the Issuer or any Subsidiary; PROVIDED, that the Issuer shall not be
required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being
contested in good faith by appropriate proceedings; and PROVIDED FURTHER that
the Issuer shall not be required to cause to be paid or discharged any such tax,
assessment, charge or claim if the Issuer shall determine that such payment is
not advantageous to the conduct of the business of the Issuer and its
Subsidiaries taken as a whole and that the failure so to pay or discharge is not
disadvantageous in any material respect to the Securityholders.

     Section 3.9    Calculation of Original Issue Discount.  If the securities
                    --------------------------------------
are Original Issue Discount Securities, the Issuer shall file with the Trustee
promptly at the end of each calendar year (i) a written notice specifying the
amount of original issue discount (including daily rates and accrual

                                       24
<PAGE>

periods) accrued on Outstanding Securities as of the end of such year and (ii)
such other specific information relating to such original issue discount as may
then be relevant under the Internal Revenue Code of 1986, as amended from time
to time.

                                   ARTICLE IV

                    SECURITYHOLDER LISTS AND REPORTS BY THE
                             ISSUER AND THE TRUSTEE

     Section 4.1    Issuer to Furnish Trustee Information as to Names and
                    -----------------------------------------------------
Addresses of Securityholders. If and so long as the Trustee shall not be the
----------------------------
Security registrar for the Securities of any series, the Issuer and any other
obligor on the Securities will furnish or cause to be furnished to the Trustee a
list in such form as the Trustee may reasonably require of the names and
addresses of the Holders of the Registered Securities of such series pursuant to
Section 312 of the Trust Indenture Act:

          (a) semi-annually not more than 5 days after each record date for the
payment of interest on such Registered Securities, as hereinabove specified, as
of such record date and on dates to be determined pursuant to Section 2.3 for
non-interest bearing Registered Securities in each year; and

          (b) at such other times as the Trustee may reasonably request in
writing, within thirty days after receipt by the Issuer of any such request as
of a date not more than 15 days prior to the time such information is furnished.

     Section 4.2    Reports by the Issuer.  The Issuer covenants to file with
                    ---------------------
the Trustee, within 15 days after the Issuer is required to file the same with
the Commission, copies of the annual reports and of the information, documents,
and other reports that the Issuer may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act or pursuant to
Section 314 of the Trust Indenture Act.  Delivery of such reports, information
and documents to the Trustee is for informational purposes only, and the
Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers'
Certificates).

     Section 4.3    Reports by the Trustee.
                    ----------------------

          (a) On or before the first July 15 which occurs not less than 60 days
after the earliest date of issuance of any Securities and on or before July 15
in each year thereafter, so long as any Securities are Outstanding hereunder,
the Trustee shall transmit by mail as provided below to the Securityholders of
each series of outstanding Securities, as hereinafter in this Section provided,
a brief report dated as of the preceding May 15 with respect to:

               (i) its eligibility under Section 6.10 and its qualification
     under Section 6.9, or in lieu thereof, if to the best of its knowledge it
     has continued

                                       25
<PAGE>

     to be eligible and qualified under such Sections, a written statement to
     such effect;

               (ii) the character and amount of any advances (and if the Trustee
     elects to so state, the circumstances surrounding the making thereof) made
     by the Trustee (as such) which remain unpaid on the date of such report and
     for the reimbursement of which it claims or may claim a lien or charge,
     prior to that of the Securities of such series, on any property or funds
     held or collected by it as Trustee, except that the Trustee shall not be
     required (but may elect) to report such advances if such advances so
     remaining unpaid aggregate not more than 0.5% of the principal of the
     Securities of such series outstanding on the date of such report;

               (iii)     the amount, interest rate and maturity date of all
     other indebtedness owing by the Issuer (or any other obligor on the
     Securities of such series) to the Trustee in its individual capacity on the
     date of such report, with a brief description of any property held as
     collateral security therefor, except any indebtedness based upon a creditor
     relationship;

               (iv) any change to the property and funds, if any, physically in
     the possession of the Trustee (as such) in respect of the Securities of
     such series on the date of such report;

               (v) any additional issue of Securities of such series which the
     Trustee has not previously reported; and

               (vi) any action taken by the Trustee in the performance of its
     duties under this Indenture which the Trustee has not previously reported
     and which in the Trustee's opinion materially affects the Securities of
     such series, except action in respect of a default, notice of which has
     been or is to be withheld by it in accordance with the provisions of
     Section 5.11.

          (b) The Trustee shall transmit to the Securityholders of each series,
as provided in subsection (c) of this Section, a brief report with respect to
the character and amount of any advances (and if the Trustee elects so to state,
the circumstances surrounding the making thereof) made by the Trustee (as such)
in respect of the Securities of such series since the date of the last report
transmitted pursuant to the provisions of subsection (a) of this Section (or if
no such report has yet been so transmitted, since the date of this Indenture)
for the reimbursement of which it claims or may claim a lien or charge prior to
that of the Securities of such series on property or funds held or collected by
it as Trustee and which it has not previously reported pursuant to this
subsection (b), except that the Trustee shall not be required (but may elect) to
report such advances if such advances

                                       26
<PAGE>

remaining unpaid at any time aggregate 10% or less of the principal amount of
Securities of such series outstanding at such time, such report to be
transmitted within 90 days after such time.

          (c) Reports pursuant to this Section shall be transmitted by mail to
all Holders of Securities of such series, as the names and addresses of such
Holders appear upon the Securities register as of a date not more than 15 days
prior to the mailing thereof.

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

                                   ARTICLE V

                          REMEDIES OF THE TRUSTEE AND
                      SECURITYHOLDERS ON EVENT OF DEFAULT

     Section 5.1    Event of Default Defined; Acceleration of Maturity; Waiver
                    ----------------------------------------------------------
of Default.   "Event of Default" with respect to Securities of any series,
----------
wherever used herein, means any one of the following events which shall have
occurred and be continuing (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

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

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

          (c) default in the payment of any sinking fund installment as and when
the same shall become due and payable by the terms of the Securities of such
series; or

          (d) failure on the part of the Issuer duly to observe or perform any
other of the covenants or agreements on the part of the Issuer in the Securities
of such series or contained in this Indenture (other than a covenant or
agreement included in this Indenture solely for the benefit of a series of
Securities other than such series) for a period of 60 days after the date on
which written notice specifying such failure, stating that such notice is a
"Notice of Default" hereunder and demanding that the Issuer remedy the same,
shall have been given by registered or certified mail, return receipt requested,
to the Issuer by the Trustee, or to the Issuer and the Trustee by the holders

                                       27
<PAGE>

of at least 25% in aggregate principal amount of the Outstanding Securities of
the series to which such covenant or agreement relates; or

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

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

          (g) failure by the Issuer to make any payment at maturity, including
any applicable grace period, in respect of indebtedness, which term as used
herein means obligations (other than the Securities of such series or non-
recourse obligations) of, or guaranteed or assumed by, the Issuer for borrowed
money or evidenced by bonds, debentures, notes or other similar instruments
("Indebtedness") in an amount in excess of $10,000,000 or the equivalent thereof
in any other currency or composite currency and such failure shall have
continued for a period of thirty days after written notice thereof shall have
been given by registered or certified mail, return receipt requested, to the
Issuer by the Trustee, or to the Issuer and the Trustee by the Holders of not
less than 25% in aggregate principal amount of all the Securities then
Outstanding (treated as one class); or

          (h) a default with respect to any Indebtedness, which default results
in the acceleration of Indebtedness in an amount in excess of $10,000,000 or the
equivalent thereof in any other currency or composite currency without such
Indebtedness having been discharged or such acceleration having been cured,
waived, rescinded or annulled for a period of thirty days after written notice
thereof shall have been given by registered or certified mail, return receipt
requested, to the Issuer by the Trustee, or to the Issuer and the Trustee by the
Holders of not less than 25% in aggregate principal amount of all the Securities
then Outstanding (treated as one class); or

          (i) any other Event of Default provided in the supplemental indenture
or Board Resolution under which such series of Securities is issued or in the
form of Security for such series;

provided that if any such failure, default or acceleration referred to in clause
(g) or (h) above shall cease or be cured, waived, rescinded or annulled, then
the Event of Default hereunder by reason thereof shall be deemed likewise to
have been thereupon cured.

     If an Event of Default described in clause (a), (b) or (c) occurs and is
continuing, then, and in each and every such case, except for any series of
Securities the principal of which shall have already become due and payable,
either the Trustee or the Holders of not less than 25% in aggregate

                                       28
<PAGE>

principal amount of the Securities of each such affected series then Outstanding
hereunder (each such series voting as a separate class) by notice in writing to
the Issuer (and to the Trustee if given by Securityholders), may declare the
entire principal (or, if the Securities of such series are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of such series) of all Securities of such series, and the interest
accrued thereon, if any, to be due and payable immediately, and upon any such
declaration, the same shall become immediately due and payable.

     Except as otherwise provided in the terms of any series of  Securities
pursuant to Section 2.3, if an Event of Default described in clause (d), (g),
(h) or (i) above with respect to all series of Securities then Outstanding,
occurs and is continuing, then, and in each and every such case, unless the
Principal of all of the  Securities shall have already become due and payable,
either the Trustee or the Holders of not less than 25% in aggregate principal
amount of all of the  Securities then Outstanding hereunder (treated as one
class) by notice in writing to the Issuer (and to the Trustee if given by
Securityholders), may declare the entire principal (or, if the  Securities of
any series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of such series) of all of the
Securities then Outstanding, and the interest accrued thereon, if any, to be due
and payable immediately, and upon such declaration, the same shall become
immediately due and payable.  If an Event of Default described in clause (e) or
(f) above occurs and is continuing, then the principal amount of all of the
Securities then Outstanding, and the interest accrued thereon, if any, shall
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder.

     If an Event of Default described in clause (d), (g), (h) or (i) occurs and
is continuing, which Event of Default is with respect to less than all series of
Securities then Outstanding, then, and in each and every such case, except for
any series of  Securities the principal of which shall have already become due
and payable, either the Trustee or the Holders of not less than 25% in aggregate
principal amount of the  Securities of each such affected series then
Outstanding hereunder (each such series voting as a separate class) by notice in
writing to the Issuer (and to the Trustee if given by Securityholders), may
declare the entire principal (or, if the Securities of such series are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of such series) of all Securities of such series, and the
interest accrued thereon, if any, to be due and payable immediately, and upon
any such declaration, the same shall become immediately due and payable.

     The foregoing provisions are subject to the condition that if, at any time
after the principal (or, if the Securities are Original Issue Discount
Securities, such portion of the principal as may be specified in the terms
thereof) of the Securities of any series (or of all the Securities, as the case
may be) shall have been so declared due and payable, and before any judgment or
decree for the payment of the monies due shall have been obtained or entered as
hereinafter provided,

          (A) the Issuer shall pay or shall deposit with the Trustee a sum
     sufficient to pay

               (i) all matured installments of interest upon all the Securities
     of such series (or all the Securities, as the case may be); and

                                       29
<PAGE>

               (ii) the principal of any and all Securities of such series (or
     of all the Securities, as the case may be) which shall have become due
     otherwise than by acceleration; and

               (iii)     interest upon such principal and, to the extent that
     payment of such interest is enforceable under applicable law, on overdue
     installments of interest, at the same rate as the rate of interest or Yield
     to Maturity (in the case of Original Issue Discount Securities) specified
     in the Securities of such series (or at the respective rates of interest or
     Yields to Maturity of all the Securities, as the case may be) to the date
     of such payment or deposit; and

               (iv) all amounts payable to the Trustee pursuant to Section 6.6;
     and

          (B) all Events of Default under the Indenture, other than the non-
     payment of the principal of Securities which shall have become due by
     acceleration, shall have been cured, waived or otherwise remedied as
     provided herein,

then and in every such case the Holders of a majority in aggregate principal
amount of all the Securities of such series voting as a separate class (or all
the Securities, as the case may be, voting as a single class), then Outstanding,
by written notice to the Issuer and to the Trustee, may waive all defaults with
respect to such series (or with respect to all the Securities, as the case may
be) and rescind and annul such declaration and its consequences, but no such
waiver or rescission and annulment shall extend to or shall affect any
subsequent default or shall impair any right consequent thereon.

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

     Section 5.2    Collection of Indebtedness by Trustee; Trustee May Prove
                    --------------------------------------------------------
Debt.  The Issuer covenants that (a) in case default shall be made in the
----
payment of any installment of interest on any of the Securities of any series
when such interest shall have become due and payable, and such default shall
have continued for a period of 30 days, or (b) in case default shall be made in
the payment of all or any part of the principal of any of the Securities of any
series when the same shall have become due and payable, whether upon maturity of
the Securities of such series or upon any redemption or by declaration or
otherwise, then upon demand of the Trustee, the Issuer will pay to the Trustee
for the benefit of the Holders of the Securities of such series the whole amount
that then shall have become due and payable on all Securities of such series,
and such Coupons, for principal and interest, as the case may be (with interest
to the date of such payment upon the overdue principal

                                       30
<PAGE>

and, to the extent that payment of such interest is enforceable under applicable
law, on overdue installments of interest at the same rate as the rate of
interest or Yield to Maturity (in the case of Original Issue Discount
Securities) specified in the Securities of such series); and in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, and such other amount due the Trustee under Section 6.6
in respect of Securities of such series.

     Until such demand is made by the Trustee, the Issuer may pay the principal
of and interest on the Securities of any series to the registered Holders,
whether or not the Securities of such series be overdue.

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

     In case there shall be pending proceedings relative to the Issuer or any
other obligor upon the Securities under Title 11 of the United States Code or
any other applicable federal or state bankruptcy, insolvency or other similar
law, or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor, or in case
of any other comparable judicial proceedings relative to the Issuer or other
obligor upon the Securities, or to the creditors or property of the Issuer or
such other obligor, the Trustee, irrespective of whether the principal of the
Securities shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand
pursuant to the provisions of this Section, shall be entitled and empowered, by
intervention in such proceedings or otherwise:

          (a)  to file and prove a claim or claims for the whole amount of
principal and interest (or, if the Securities of any series are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of such series) owing and unpaid in respect of the Securities of any
series, and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
amounts payable to the Trustee under Section 6.6) and of the Securityholders
allowed in any judicial proceedings relative to the Issuer or other obligor upon
the Securities, or to the creditors or property of the Issuer or such other
obligor; and

          (b) unless prohibited by applicable law and regulations, to vote on
behalf of the holders of the Securities of any series in any election of a
receiver, assignee, trustee or a standby trustee in arrangement, reorganization,
liquidation or other bankruptcy or insolvency proceedings, custodian or other
person performing similar functions in respect of any such proceedings; and

          (c) to collect and receive any monies or other property payable or
deliverable on any such claims, and to distribute all amounts received with
respect to the claims of the

                                       31
<PAGE>

Securityholders and of the Trustee on their behalf; and any trustee, receiver,
or liquidator, custodian or other similar official performing similar functions
in respect of any such proceedings is hereby authorized by each of the
Securityholders to make payments to the Trustee, and, in the event that the
Trustee shall consent to the making of payments directly to the Securityholders,
to pay to the Trustee its costs and expenses of collection and all other amounts
due to it pursuant to Section 6.6.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities of any series or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Securityholder in any such proceeding, except as aforesaid in clause (b).

     All rights of action and of asserting claims under this Indenture, or under
any of the Securities of any series or Coupons appertaining to such Securities,
may be enforced by the Trustee without the possession of any of the Securities
of such series or Coupons appertaining to such Securities or the production
thereof in any trial or other proceedings relative thereto, and any such action
or proceedings instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall be awarded to
the Trustee for ratable distribution to the Holders of the Securities or Coupons
appertaining to such Securities in respect of which such action was taken, after
payment of all sums due to the Trustee under Section 6.6 in respect of such
Securities.

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

     Section 5.3    Application of Proceeds.  Any monies collected by the
                    -----------------------
Trustee pursuant to this Article in respect of any series shall be applied in
the following order at the date or dates fixed by the Trustee and, in case of
the distribution of such monies on account of principal or interest, upon
presentation of the several Securities and Coupons appertaining to such
Securities in respect of which monies have been collected and stamping (or
otherwise noting) thereon the payment, or issuing Securities of such series in
reduced principal amounts in exchange for the presented Securities of like
series if only partially paid, or upon surrender thereof if fully paid:

     FIRST:  To the payment of costs and expenses applicable to such series of
     Securities in respect of which monies have been collected, including all
     amounts due to the Trustee and each predecessor Trustee pursuant to Section
     6.6 in respect to such series of Securities;

     SECOND:  In case the principal of the Securities of such series in respect
     of which monies have been collected shall not have become and be then due
     and payable, to the payment of interest on the Securities of such series in
     default in the order of the maturity of the installments of such interest,
     with interest (to the extent that such interest has been collected by the
     Trustee and is permitted by applicable law) upon the overdue installments
     of interest

                                       32
<PAGE>

     at the same rate as the rate of interest or Yield to Maturity (in the case
     of Original Issue Discount Securities) specified in such Securities, such
     payments to be made ratably to the persons entitled thereto, without
     discrimination or preference;

     THIRD:  In case the principal of the Securities of such series in respect
     of which monies have been collected shall have become and shall be then due
     and payable, to the payment of the whole amount then owing and unpaid upon
     all the Securities of such series for principal and interest, with interest
     upon the overdue principal, and (to the extent that such interest has been
     collected by the Trustee and is permitted by applicable law) upon the
     overdue installations of interest at the same rate as the rate of interest
     or Yield to Maturity (in the case of Original Issue Discount Securities)
     specified in the Securities of such series; and in case such monies shall
     be insufficient to pay in full the whole amount so due and unpaid upon the
     Securities of such series, then to the payment of such principal and
     interest or Yield to Maturity, without preference or priority of principal
     over interest or Yield to Maturity, or of interest or Yield to Maturity
     over principal, or of any installment of interest over any other
     installment of interest or of any Security of such series over any other
     Security of such series, ratably to the aggregate of such principal and
     accrued and unpaid interest or Yield to Maturity; and

     FOURTH:  To the payment of the remainder, if any, to the Issuer or any
     other person lawfully entitled thereto.

     Section 5.4    Suits for Enforcement.  In case an Event of Default has
                    ---------------------
occurred, has not been waived and is continuing, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture or in aid of the exercise
of any power granted in this Indenture or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.

     Section 5.5    Restoration of Rights on Abandonment of Proceedings.  In
                    ---------------------------------------------------
case the Trustee shall have proceeded to enforce any right under this Indenture
and such proceedings shall have been discontinued or abandoned for any reason,
or shall have been determined adversely to the Trustee, then and in every such
case the Issuer and the Trustee shall be restored respectively to their former
positions and rights hereunder, and all rights, remedies and powers of the
Issuer, the Trustee and the Securityholders shall continue as though no such
proceedings had been taken.

     Section 5.6    Limitations on Suits by Security Holders.  No Holder of any
                    ----------------------------------------
Security of any series or of any Coupon appertaining thereto shall have any
right by virtue or by availing of any provision of this Indenture to institute
any action or proceeding at law or in equity or in bankruptcy or otherwise upon
or under or with respect to this Indenture or such Security, or for the
appointment of a trustee, receiver, liquidator, custodian or other similar
official or for any other remedy hereunder or thereunder, unless (a) such Holder
previously shall have given to the Trustee written notice of an Event of Default
with respect to Securities of such series and of the continuance thereof, as
hereinbefore provided, and (b) the Holders of not less than 25% in aggregate
principal amount of the

                                       33
<PAGE>

Securities of such series then Outstanding (treated as a single class) shall
have made written request upon the Trustee to institute such action or
proceedings in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and (c) the Trustee for 60
days after its receipt of such notice, request and offer of indemnity shall have
failed to institute any such action or proceeding, and (d) no direction
inconsistent with such written request shall have been given to the Trustee
pursuant to Section 5.9; it being understood and intended, and being expressly
covenanted by the taker and Holder of every Security or Coupon with every other
taker and Holder and the Trustee, that no one or more Holders of Securities of
any series or Coupons appertaining to such Securities shall have any right in
any manner whatever by virtue or by availing of any provision of this Indenture
or any Security to affect, disturb or prejudice the rights of any other such
taker or Holder of Securities or Coupons appertaining to such Securities, or to
obtain or seek to obtain priority over or preference to any other such taker or
Holder or to enforce any right under this Indenture or any Security, except in
the manner herein provided and for the equal, ratable and common benefit of all
Holders of Securities of the applicable series and Coupons appertaining to such
Securities. For the protection and enforcement of the provisions of this
Section, each and every Securityholder and the Trustee shall be entitled to such
relief as can be given either at law or in equity.

     Section 5.7    Unconditional Right of Securityholders to Institute Certain
                    -----------------------------------------------------------
Suits.  Notwithstanding any other provision in this Indenture and any provision
-----
of any Security, the right of any Holder of any Security or Coupon to receive
payment of the principal of and interest on such Security or Coupon on or after
the respective due dates expressed in such Security or Coupon or the applicable
redemption dates provided for in such Security, or to institute suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.

     Section 5.8    Powers and Remedies Cumulative; Delay or Omission Not Waiver
                    ------------------------------------------------------------
of Default.  Except as provided in Section 5.6, no right or remedy herein
----------
conferred upon or reserved to the Trustee or to the Holders of Securities or
Coupons is intended to be exclusive of any other right or remedy and every right
and remedy shall, to the extent permitted by law, be cumulative and in addition
to every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise. The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

     No delay or omission of the Trustee or of any Holder of Securities or
Coupons to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right or power or
shall be construed to be a waiver of any such Event of Default or an
acquiescence therein.  Every power and remedy given by this Indenture, any
Security or law to the Trustee or to the Holders of Securities or Coupons may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or, subject to Section 5.6, by the Holders of Securities or Coupons.

     Section 5.9    Control by Holders of Securities.  The Holders of a majority
                    --------------------------------
in aggregate principal amount of the Securities of each series affected (with
each such series voting as a separate

                                       34
<PAGE>

class) at the time Outstanding shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee with respect to the
Securities of such series by this Indenture; PROVIDED, that such direction shall
not be otherwise than in accordance with law and the provisions of this
Indenture; and PROVIDED, FURTHER, that (subject to the provisions of Section
6.1) the Trustee shall have the right to decline to follow any such direction if
(a) the Trustee, being advised by counsel, shall determine that the action or
proceeding so directed may not lawfully be taken; or (b) if the Trustee by its
board of directors, the executive committee or a trust committee of directors or
Responsible Officers of the Trustee shall determine in good faith that the
action or proceedings so directed would involve the Trustee in personal
liability; or (c) if the Trustee in good faith shall so determine that the
actions or forbearance specified in or pursuant to such direction would be
unduly prejudicial to the interests of Holders of the Securities of all affected
series not joining in the giving of said direction, it being understood that
(subject to Section 6.1) the Trustee shall have no duty to ascertain whether or
not such actions or forbearance are unduly prejudicial to such Holders.

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

     Section 5.10   Waiver of Past Defaults.  Prior to the declaration of
                    -----------------------
acceleration of the maturity of the Securities of any series as provided in
Section 5.1, the Holders of a majority in aggregate principal amount of the
Securities of such series at the time Outstanding (voting as a single class) may
on behalf of the Holders of all such Securities waive any past default or Event
of Default described in Section 5.1 and its consequences, except a default in
respect of a covenant or provision hereof which cannot be modified or amended
without the consent of the Holder of each Security affected. In the case of any
such waiver, the Issuer, the Trustee and the Holders of all such Securities
shall be restored to their former positions and rights hereunder, respectively,
and such default shall cease to exist and be deemed to have been cured and not
to have occurred for purposes of this Indenture; but no such waiver shall extend
to any subsequent or other default or impair any right consequent thereon.

     Upon any such waiver, such default shall cease to exist and be deemed to
have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to have been cured, and not to have occurred for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon.

     Section 5.11   Trustee to Give Notice of Default, but May Withhold in
                    ------------------------------------------------------
Certain Circumstances.  The Trustee shall, within ninety days after the
---------------------
occurrence of a default with respect to the Securities of any series, give
notice of all defaults with respect to that series known to the Trustee (i) if
any Unregistered Securities of that series are then Outstanding, to the Holders
thereof, by publication at least once in an Authorized Newspaper in the Borough
of Manhattan, The City of New York and at least once in an Authorized Newspaper
in London and (ii) to all Holders of Securities of such series in the manner and
to the extent provided in Section 313(c) of the Trust Indenture Act, unless in
each case such defaults shall have been cured before the mailing or publication
of such notice (the term "default" for the purpose of this Section being hereby
defined

                                       35
<PAGE>

to mean any event or condition which is, or with notice or lapse of time or both
would become, an Event of Default); PROVIDED, that, except in the case of
default in the payment of the principal of or interest on any of the Securities
of such series, or in the payment of any sinking fund installment on such
series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee, or a trust committee of
directors or trustees and/or Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interests of the
Securityholders of such series.

     Section 5.12   Right of Court to Require Filing of Undertaking to Pay
                    ------------------------------------------------------
Costs. All parties to this Indenture agree, and each Holder of any Security or
-----
Coupon by his acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture or in any suit against the Trustee for any action
taken, suffered or omitted by it as Trustee, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys'
fees, against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder or group of
Securityholders of any series holding in the aggregate more than 10% in
aggregate principal amount of the Securities of such series, or, in the case of
any suit relating to or arising under clause (d), (g), (h) or (i) of Section 5.1
(if the suit relates to Securities of more than one but less than all series),
10% in aggregate principal amount of Securities then Outstanding and affected
thereby, or in the case of any suit relating to or arising under clause (d),
(g), (h) or (i) (if the suit under clause (d), (g), (h) or (i) relates to all
the Securities then Outstanding) or (e) or (f) of Section 5.1, 10% in aggregate
principal amount of all Securities then Outstanding, or to any suit instituted
by any Securityholder for the enforcement of the payment of the principal of or
interest on any Security on or after the due date expressed in such Security or
any date fixed for redemption.

                                   ARTICLE VI

                             CONCERNING THE TRUSTEE

     Section 6.1    Duties and Responsibilities of the Trustee; During Default;
                    -----------------------------------------------------------
Prior to Default.  Prior to the occurrence of an Event of Default with respect
----------------
to the Securities of a particular series and after the curing or waiving of all
Events of Default which may have occurred with respect to such series, the
Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture with respect to such series of
Securities.  In case an Event of Default with respect to the Securities of a
series has occurred and has not been cured or waived, the Trustee shall exercise
with respect to such series of Securities such of the rights and powers vested
in it by this Indenture with respect to such series of Securities, and use the
same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs.

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

                                       36
<PAGE>

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

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

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

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

          (c) the Trustee shall not be liable with respect to any action taken
or omitted to be taken by it in good faith in accordance with the direction of
the Holders pursuant to Section 5.9 relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Indenture.

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

     The provisions of this Section 6.1 are in furtherance of and subject to
Section 315 of the Trust Indenture Act.

     Section 6.2    Certain Rights of the Trustee.  In furtherance of and
                    -----------------------------
subject to the Trust Indenture Act, and subject to Section 6.1:

                                       37
<PAGE>

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

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

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

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

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

          (f) prior to the occurrence of an Event of Default hereunder and after
the curing or waiving of all Events of Default, the Trustee shall not be bound
to make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, appraisal, bond, debenture, note, coupon, security or other
paper or document unless (i) requested in writing so to do by the Holders of not
less than a majority in aggregate principal amount of the Securities of all
series affected then Outstanding (treated as one class) or (ii) otherwise
provided in the terms of any series of Securities pursuant to Section 2.3;
PROVIDED, that, if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the
Trustee may require reasonable indemnity against such expenses or liabilities as
a condition to proceeding; the reasonable expenses of every such investigation
shall be paid by the Issuer or, if paid by the Trustee or any predecessor
trustee, shall be repaid by the Issuer upon demand;

          (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys not regularly in its employ and

                                       38
<PAGE>

the Trustee shall not be responsible for any misconduct or negligence on the
part of any such agent or attorney appointed with due care by it hereunder;

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

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

     Section 6.3    Trustee Not Responsible for Recitals, Disposition of
                    ----------------------------------------------------
Securities or Application of Proceeds Thereof.  The recitals contained herein
---------------------------------------------
and in the Securities, except the Trustee's certificates of authentication,
shall be taken as the statements of the Issuer, and the Trustee assumes no
responsibility for the correctness of the same.  The Trustee makes no
representation as to the validity or sufficiency of this Indenture or of the
Securities or Coupons.  The Trustee shall not be accountable for the use or
application by the Issuer of any of the Securities or of the proceeds thereof.

     Section 6.4    Trustee and Agents May Hold Securities or Coupons;
                    --------------------------------------------------
Collections, Etc. The Trustee or any agent of the Issuer or of the Trustee, in
----------------
its individual or any other capacity, may become the owner or pledgee of
Securities or Coupons with the same rights it would have if it were not the
Trustee or such agent and may otherwise deal with the Issuer and receive,
collect, hold and retain collections from the Issuer with the same rights it
would have if it were not the Trustee or such agent.

     Section 6.5    Monies Held by Trustee.  Subject to the provisions of
                    ----------------------
Section 10.4 hereof, all monies received by the Trustee shall, until used or
applied as herein provided, be held in trust for the purposes for which they
were received, but need not be segregated from other funds except to the extent
required by mandatory provisions of law. Neither the Trustee nor any agent of
the Issuer or the Trustee shall be under any liability for interest on any
monies received by it hereunder.

     Section 6.6    Compensation and Indemnification of Trustee and its Prior
                    ---------------------------------------------------------
Claim. The Issuer will pay to the Trustee from time to time, such compensation
-----
for all services rendered by it hereunder as the parties shall agree from time
to time (which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust), and the Issuer will pay or
reimburse the Trustee and each predecessor trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by or on behalf
of it in accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all agents and other persons not regularly in its employ) except any such
expense, disbursement or advance as may arise from its negligence or bad faith.
The Issuer also covenants to indemnify the Trustee and each predecessor trustee
for, and to hold it harmless against, any and all loss, liability or expense,
including taxes (other than taxes based upon the

                                       39
<PAGE>

income of the Trustee), incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of this
Indenture or the trusts hereunder and its duties hereunder, including the costs
and expenses of defending itself against or investigating any claim (whether
asserted by the Issuer, any Securityholder or any other Person) or liability in
connection with the exercise or performance of any of its powers or duties
hereunder. The obligations of the Issuer under this Section to compensate and
indemnify the Trustee and each predecessor trustee and to pay or reimburse the
Trustee and each predecessor trustee for expenses, disbursements and advances
shall constitute additional indebtedness hereunder and shall survive the
satisfaction and discharge of this Indenture and the resignation or removal of
the Trustee. Such additional indebtedness shall be a senior claim to that of the
Securities upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the Holders of particular
Securities or Coupons, and the Securities are hereby subordinated to such senior
claim.

     When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 5.1(e) or Section 5.1(f), the expenses
(including the reasonable charges and expenses of counsel) and the compensation
for the services are intended to constitute expenses of administration under any
applicable Federal or state bankruptcy, insolvency or other similar law.

     Section 6.7    Right of Trustee to Rely on Officer's Certificate, Etc.
                    -------------------------------------------------------
Subject to Sections 6.1 and 6.2, whenever in the administration of the trusts of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officer's Certificate delivered to the Trustee, and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under the
provisions of this Indenture upon the faith thereof.

     Section 6.8    Indentures Not Creating Potential Conflicting Interests for
                    -----------------------------------------------------------
the Trustee. The following indentures are hereby specifically described for the
-----------
purposes of Section 310(b)(1) of the Trust Indenture Act:  this Indenture with
respect to series of Securities of any other series.

     Section 6.9    Qualification of Trustee: Conflicting Interests.  The
                    -----------------------------------------------
Trustee shall comply with Section 310(b) of the Trust Indenture Act.

     Section 6.10   Persons Eligible for Appointment as Trustee.  The Trustee
                    -------------------------------------------
for each series of Securities hereunder shall at all times be a corporation or
banking association organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, having a
combined capital and surplus of at least $50,000,000, and which is authorized
under such laws to exercise corporate trust powers and is subject to supervision
or examination by Federal, state or District of Columbia authority. If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section, 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. In case at any time the
Trustee shall cease to be eligible in accordance with

                                       40
<PAGE>

the provisions of this Section, the Trustee shall resign immediately in the
manner and with the effect specified in Section 6.11.80

     The provisions of this Section 6.10 are in furtherance of and subject to
Section 310(a) of the Trust Indenture Act.

     Section 6.11   Resignation and Removal; Appointment of Successor Trustee.
                    ---------------------------------------------------------

          (a) The Trustee, or any trustee or trustees hereafter appointed, may
at any time resign with respect to one or more or all series of Securities by
giving written notice of resignation to the Issuer and (i) if any Unregistered
Securities of a series affected are then Outstanding, by giving notice of such
resignation to the Holders thereof, by publication at least once in an
Authorized Newspaper in the Borough of Manhattan, The City of New York, and at
least once in an Authorized Newspaper in London, (ii) if any Unregistered
Securities of a series affected are then Outstanding, by mailing notice of such
resignation to the Holders thereof who have filed their names and addresses with
the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such
addresses as were so furnished to the Trustee and (iii) by mailing notice of
such resignation to the Holders of then Outstanding Registered Securities of
each series affected at their addresses as they shall appear on the registry
books. Upon receiving such notice of resignation, the Issuer shall promptly
appoint a successor trustee or trustees with respect to the applicable series by
written instrument in duplicate, executed by authority of the Board of
Directors, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor trustee or trustees. If no successor
trustee shall have been so appointed with respect to any series and have
accepted appointment within 30 days after the mailing of such notice of
resignation, the resigning trustee at the expense of the Issuer may petition any
court of competent jurisdiction for the appointment of a successor trustee, or
any Securityholder who has been a bona fide Holder of a Security or Securities
of the applicable series for at least six months may, subject to the provisions
of Section 5.12, on behalf of himself and all others similarly situated,
petition any such court for the appointment of a successor trustee. Such court
may thereupon, after such notice, if any, as it may deem proper and prescribe,
appoint a successor trustee.

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

               (i) the Trustee shall fail to comply with the provisions of
     Section 310(b) of the Trust Indenture Act with respect to any series of
     Securities after written request therefor by the Issuer or by any
     Securityholder who has been a bona fide Holder of a Security or Securities
     of such series for at least six months; or

               (ii) the Trustee shall cease to be eligible in accordance with
     the provisions of Section 6.10 and Section 310(a) of the Trust Indenture
     Act and shall fail to resign after written request therefor by the Issuer
     or by any Securityholder; or

                                       41
<PAGE>

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

then, in any such case, the Issuer may remove the Trustee with respect to the
applicable series of Securities and appoint a successor trustee for such series
by written instrument, in duplicate, executed by order of the Board of Directors
of the Issuer, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee, or, subject to the provisions of
Section 315(e) of the Trust Indenture Act, any Securityholder who has been a
bona fide Holder of a Security or Securities of such series for at least six
months may on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor trustee with respect to such series. Such court may
thereupon, after such notice, if any, as it may deem proper and so prescribe,
remove the Trustee and appoint a successor trustee.  If no successor trustee
shall have been appointed with respect to any series and have accepted
appointment within 30 days after the mailing of such notice of removal, the
trustee being removed, at the expense of the Issuer, may petition any court of
competent jurisdiction for such appointment of a successor trustee.

          (c) The Holders of a majority in aggregate principal amount of the
Securities of each series at the time outstanding may at any time remove the
Trustee with respect to Securities of such series and appoint a successor
trustee with respect to the Securities of such series by delivering to the
Trustee so removed, to the successor trustee so appointed and to the Issuer the
evidence provided for in Section 7.1 of the action in that regard taken by the
Securityholders.

          (d) Any resignation or removal of the Trustee with respect to any
series and any appointment of a successor trustee with respect to such series
pursuant to any of the provisions of this Section 6.11 shall become effective
upon acceptance of appointment by the successor trustee as provided in Section
6.12.

     Section 6.12     Acceptance of Appointment by Successor Trustee.  Any
                      ----------------------------------------------
successor trustee appointed as provided in Section 6.11 shall execute and
deliver to the Issuer and to its predecessor trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee with respect to all or any applicable series shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all rights, powers, duties and obligations
with respect to such series of its predecessor hereunder, with like effect as if
originally named as trustee for such series hereunder; but, nevertheless, on the
written request of the Issuer or of the successor trustee, upon payment of its
charges then unpaid, the trustee ceasing to act shall, subject to Section 10.4,
pay over to the successor trustee all monies at the time held by it hereunder
and shall execute and deliver an instrument transferring to such successor
trustee all such rights, powers, duties and obligations. Upon request of any
such successor trustee, the Issuer shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers. Any trustee ceasing

                                       42
<PAGE>

to act shall, nevertheless, retain a prior claim upon all property or funds
held or collected by such trustee to secure any amounts then due it pursuant to
the provisions of Section 6.6.0

     If a successor trustee is appointed with respect to the Securities of one
or more (but not all) series, the Issuer, the predecessor trustee and each
successor trustee with respect to the Securities of any applicable series shall
execute and deliver an indenture supplemental hereto which shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the predecessor trustee with respect to the
Securities of any series as to which the predecessor trustee is not retiring
shall continue to be vested in the predecessor trustee, and shall add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such trustees co-trustees of the same trust and that
each such trustee shall be trustee of a trust or trusts under separate
indentures.

     No successor trustee with respect to any series of Securities shall accept
appointment as provided in this Section 6.12 unless at the time of such
acceptance such successor trustee shall be qualified under Section 310(b) of the
Trust Indenture Act and eligible under the provisions of Section 6.10.

     Upon acceptance of appointment by any successor trustee as provided in this
Section 6.12, the Issuer shall give notice thereof (a) if any Unregistered
Securities of a series affected are then Outstanding, to the Holders thereof, by
publication of such notice at least once in an Authorized Newspaper in the
Borough of Manhattan, The City of New York and at least once in an Authorized
Newspaper in London, (b) if any Unregistered Securities of a series affected are
then Outstanding, to the Holders thereof who have filed their names and
addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture
Act, by mailing such notice to such Holders at such addresses as were so
furnished to the Trustee (and the Trustee shall make such information available
to the Issuer for such purpose) and (c) to the Holders of Registered Securities
of each series affected, by mailing such notice to such Holders at their
addresses as they shall appear on the registry books. If the acceptance of
appointment is substantially contemporaneous with the resignation, then the
notice called for by the preceding sentence may be combined with the notice
called for by Section 6.11. If the Issuer fails to give such notice within ten
days after acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be given at the expense of the Issuer.

     Section 6.13   Merger, Conversion, Consolidation or Succession to Business
                    -----------------------------------------------------------
of Trustee. Any corporation into which the Trustee may be merged or converted or
----------
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, PROVIDED, that such corporation shall be
qualified under Section 310(b) of the Trust Indenture Act and eligible under the
provisions of Section 6.10, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.

     In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities of any series shall have
been authenticated but not delivered, any

                                       43
<PAGE>

such successor to the Trustee may adopt the certificate of authentication of any
predecessor trustee and deliver such Securities so authenticated; and, in case
at that time any of the Securities of any series shall not have been
authenticated, any such successor to the Trustee may authenticate such
Securities either in the name of any predecessor hereunder or in the name of the
successor Trustee; and in all such cases such certificate of authentication
shall have the full force which under this Indenture or the Securities of such
series it is provided that the certificate of authentication of the Trustee
shall have; PROVIDED, that the right to adopt the certificate of authentication
of any predecessor trustee or to authenticate Securities of any series in the
name of any predecessor trustee shall apply only to its successor or successors
by merger, conversion or consolidation.

     Section 6.14   Preferential Collection of Claims Against the Issuer. The
                    ----------------------------------------------------
Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding
any creditor relationship listed in Section 311(b) of the Trust Indenture Act.
A Trustee who has resigned or been removed shall be subject to Section 311(a) of
the Trust Indenture Act to the extent indicated.

     Section 6.15   Appointment of Authenticating Agent.  As long as any
                    -----------------------------------
Securities of a series remain Outstanding, the Trustee may, by an instrument in
writing, appoint with the approval of the Issuer an authenticating agent (the
"Authenticating Agent") which shall be authorized to act on behalf of the
Trustee to authenticate Securities, including Securities issued upon exchange,
registration of transfer, partial redemption or pursuant to Section 2.9.
Securities of each such series authenticated by such Authenticating Agent shall
be entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee. Whenever reference is made
in this Indenture to the authentication and delivery of Securities of any series
by the Trustee or to the Trustee's Certificate of Authentication, such reference
shall be deemed to include authentication and delivery on behalf of the Trustee
by an Authenticating Agent for such series and a Certificate of Authentication
executed on behalf of the Trustee by such Authenticating Agent. Such
Authenticating Agent shall at all times be a corporation organized and doing
business under the laws of the United States of America or of any State,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $50,000,000 (determined as provided in Section
6.10 with respect to the Trustee) and subject to supervision or examination by
federal or state authority.

     Any corporation into which any Authenticating Agent may be merged or
converted, or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of any Authenticating Agent, shall continue to be the Authenticating Agent with
respect to all series of Securities for which it served as Authenticating Agent
without the execution or filing of any paper or any further act on the part of
the Trustee or such Authenticating Agent. Any Authenticating Agent may at any
time, and if it shall cease to be eligible shall, resign by giving written
notice of resignation to the Trustee and to the Issuer.

     Upon receiving such a notice of resignation or upon such a termination, or
in case at any time any Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 6.15 with respect to one or more
series of Securities, the Trustee shall upon receipt of an Issuer Order appoint
a successor Authenticating Agent and the Issuer shall provide notice of such
appointment

                                       44
<PAGE>

to all Holders of Securities of such series in the manner and to the extent
provided in Section 11.4. Any successor Authenticating Agent upon acceptance of
its appointment hereunder shall become vested with all rights, powers, duties
and responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent. The Issuer agrees to pay to the
Authenticating Agent for such series from time to time reasonable compensation.
The Authenticating Agent for the Securities of any series shall have no
responsibility or liability for any action taken by it as such at the direction
of the Trustee.

     Sections 6.2, 6.3, 6.4, 6.6 and 7.3 shall be applicable to any
Authenticating Agent.


                                  ARTICLE VII

                         CONCERNING THE SECURITYHOLDERS

     Section 7.1    Evidence of Action Taken by Securityholders.  Any request,
                    -------------------------------------------
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by a specified percentage in
principal amount of the Securityholders of any or all series may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such specified percentage of Securityholders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee. Proof of execution of any instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Indenture and
(subject to Sections 6.1 and 6.2) conclusive in favor of the Trustee and the
Issuer, if made in the manner provided in this Article.

     Section 7.2    Proof of Execution of Instruments and of Holding of
                    ---------------------------------------------------
Securities.  Subject to Sections 6.1 and 6.2, the execution of any instrument by
----------
a Securityholder or his agent or proxy may be proved in accordance with such
reasonable rules and regulations as may be prescribed by the Trustee or in such
manner as shall be satisfactory to the Trustee.  The holding of Registered
Securities shall be proved by the Security register or by a certificate of the
registrar thereof.

     Section 7.3    Holders to Be Treated as Owners.  The Issuer, the Trustee
                    -------------------------------
and any agent of the Issuer or the Trustee may deem and treat the person in
whose name any Security shall be registered upon the Security register for such
series as the absolute owner of such Security (whether or not such Security
shall be overdue and notwithstanding any notation of ownership or other writing
thereon) for the purpose of receiving payment of or on account of the principal
of and, subject to the provisions of this Indenture, interest on such Security
and for all other purposes; and neither the Issuer nor the Trustee nor any agent
of the Issuer or the Trustee shall be affected by any notice to the contrary.
The Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the
Holder of any Unregistered Security and the Holder of any Coupon as the absolute
owner of such Unregistered Security or Coupon (whether or not such Unregistered
Security or Coupon shall be overdue) for the purpose of receiving payment
thereof or on account thereof and for all other purposes and neither the Issuer,
the Trustee, nor any agent of the Issuer or the Trustee shall be affected by any
notice to the contrary. All such payments so made to any such person, or upon
his

                                       45
<PAGE>

order, shall be valid, and, to the extent of the sum or sums so paid, effectual
to satisfy and discharge the liability for monies payable upon any such
Unregistered Security or Coupon.

     Section 7.4    Securities Owned by Issuer Deemed Not Outstanding.  In
                    -------------------------------------------------
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all series have concurred in any request,
demand, authorization, direction, notice, consent, waiver or other action by
Securityholders under this Indenture, Securities which are owned by the Issuer
or any other obligor on the Securities with respect to which such determination
is being made or by any person directly or indirectly controlling or controlled
by or under direct or indirect common control with the Issuer or any other
obligor on the Securities with respect to which such determination is being made
shall be disregarded and deemed not to be Outstanding for the purpose of any
such determination, except that for the purpose of determining whether the
Trustee shall be protected in relying on any such action only Securities which a
Responsible Officer of the Trustee knows are so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Issuer or any other obligor upon the Securities or any person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Issuer or any other obligor on the Securities. In case
of a dispute as to such right, the advice of counsel shall be full protection in
respect of any decision made by the Trustee in accordance with such advice. Upon
request of the Trustee, the Issuer shall furnish to the Trustee promptly an
Officer's Certificate listing and identifying all Securities, if any, known by
the Issuer to be owned or held by or for the account of any of the above-
described persons; and, subject to Sections 6.1 and 6.2, the Trustee shall be
entitled to accept such Officer's Certificate as conclusive evidence of the
facts therein set forth and of the fact that all Securities not listed therein
are Outstanding for the purpose of any such determination.

     Section 7.5    Right of Revocation of Action Taken.  At any time prior to
                    -----------------------------------
(but not after) the evidencing to the Trustee, as provided in Section 7.1, of
the taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities of any or all series, as the case may be, specified in
this Indenture in connection with such action, any Holder of a Security the
serial number of which is shown by the evidence to be included among the serial
numbers of the Securities the Holders of which have consented to such action
may, by filing written notice at the Corporate Trust Office and upon proof of
holding as provided in this Article, revoke such action so far as concerns such
Security. Except as aforesaid, any such action taken by the Holder of any
Security shall be conclusive and binding upon such Holder and upon all future
Holders and owners of such Security and of any Securities issued in exchange or
substitution therefor or on registration of transfer thereof, irrespective of
whether or not any notation in regard thereto is made upon any such Security.
Any action taken by the Holders of the percentage in aggregate principal amount
of the Securities of any or all series, as the case may be, specified in this
Indenture in connection with such action shall be conclusively binding upon the
Issuer, the Trustee and the Holders of all the Securities affected by such
action.

                                  ARTICLE VIII

                            SUPPLEMENTAL INDENTURES

                                       46
<PAGE>

     Section 8.1    Supplemental Indentures Without Consent of Securityholders.
                    ----------------------------------------------------------
The Issuer, when authorized by a resolution of its Board of Directors (which
resolution may provide general terms or parameters for such action and may
provide that the specific terms of such action may be determined in accordance
with or pursuant to an Issuer Order), and the Trustee may from time to time and
at any time enter into an indenture or indentures supplemental hereto for one or
more of the following purposes:

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

          (b) to evidence the succession of another corporation to the Issuer,
or successive successions, and the assumption by the successor corporation of
the covenants, agreements and obligations of the Issuer pursuant to Article IX;

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

          (d) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture, or to make any other provisions as the Issuer may deem necessary or
desirable, PROVIDED, that no such action shall adversely affect the interests of
the Holders of the Securities or Coupons;

          (e) to establish the forms or terms of Securities of any series or of
the Coupons appertaining to such Securities as permitted by Sections 2.1 and
2.3; and

          (f) to evidence and provide for the acceptance of appointment
hereunder by a successor trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one trustee, pursuant to the requirements of Section
6.12.

     The Trustee is hereby authorized to join with the Issuer in the execution
of any such supplemental indenture, to make any further appropriate agreements
and stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any

                                       47
<PAGE>

property thereunder, but the Trustee shall not be obligated to enter into any
such supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

     Any supplemental indenture authorized by the provisions of this Section may
be executed without the consent of the Holders of any of the Securities at the
time outstanding, notwithstanding any of the provisions of Section 8.2.

     Section 8.2    Supplemental Indentures with Consent of Securityholders.
                    -------------------------------------------------------

          (a) Except as set forth in paragraph (b) below, with the consent
(evidenced as provided in Article VII) of the Holders of not less than a
majority in aggregate principal amount of the Securities at the time Outstanding
of all series of Securities affected by such supplemental indenture (voting as
one class), the Issuer, when authorized by a resolution of its Board of
Directors (which resolution may provide general terms or parameters for such
action and may provide that the specific terms of such action may be determined
in accordance with or pursuant to an Issuer Order), and the Trustee may, from
time to time and at any time, enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act as in
force and effect at the date of execution thereof) for the purpose of adding any
provisions to or changing in any manner or eliminating or modifying any of the
provisions of this Indenture or of any supplemental indenture or of modifying in
any manner the rights of the Holders of the Securities of each such series or of
the Coupons appertaining to such Securities.

          (b) No such supplemental indenture shall (i) extend the final maturity
of any Security, or reduce the principal amount thereof, or reduce the rate or
extend the time of payment of interest thereon, or reduce any amount payable on
redemption thereof, or make the principal thereof (including any amount in
respect of original issue discount), or interest thereon payable in any coin or
currency other than that provided in the Securities and Coupons or in accordance
with the terms thereof, or reduce the amount of the principal of an Original
Issue Discount Security that would be due and payable upon an acceleration of
the maturity thereof pursuant to Section 5.1 or the amount thereof provable in
bankruptcy pursuant to Section 5.2, or alter the provisions of Section 11.11 or
11.12 or impair or affect the right of any Securityholder to institute suit for
the payment thereof when due or, if the Securities provide therefor, any right
of repayment at the option of the Securityholder, in each case without the
consent of the Holder of each Security so affected, or (ii) reduce the aforesaid
percentage of Securities of any series, the consent of the Holders of which is
required for any such supplemental indenture, without the consent of the Holders
of each Security so affected.

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

                                       48
<PAGE>

     Upon the request of the Issuer, accompanied by a copy of a resolution of
the Board of Directors (which resolution may provide general terms or parameters
for such action and may provide that the specific terms of such action may be
determined in accordance with or pursuant to an Issuer Order) certified by the
secretary or an assistant secretary of the Issuer authorizing the execution of
any such supplemental indenture, and upon the filing with the Trustee of
evidence of the consent of the Holders of the Securities as aforesaid and other
documents, if any, required by Section 7.1, the Trustee shall join with the
Issuer in the execution of such supplemental indenture unless such supplemental
indenture affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may in its discretion, but
shall not be obligated to, enter into such supplemental indenture.

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

     Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Trustee
shall give notice thereof (i) to the Holders of then Outstanding Registered
Securities of each series affected thereby, by mailing a notice thereof by
first-class mail to such Holders at their addresses as they shall appear on the
Security register, (ii) if any Unregistered Securities of a series affected
thereby are then Outstanding, to the Holders thereof who have filed their names
and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust
Indenture Act, by mailing a notice thereof by first-class mail to such Holders
at such addresses as were so furnished to the Trustee and (iii) if any
Unregistered Securities of a series affected thereby are then Outstanding, to
all Holders thereof, by publication of a notice thereof at least once in an
Authorized Newspaper in the Borough of Manhattan, The City of New York and at
least once in an Authorized Newspaper in London, and in each case such notice
shall set forth in general terms the substance of such supplemental indenture.
Any failure of the Issuer to give such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture.

     Section 8.3    Effect of Supplemental Indenture.  Upon the execution of any
                    --------------------------------
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and be deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Issuer and the Holders of Securities of
each series affected thereby shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and
all purposes.

     Section 8.4    Documents to Be Given to Trustee.  The Trustee, subject to
                    --------------------------------
the provisions of Sections 6.1 and 6.2, shall receive an Officer's Certificate
and an Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant to this Article 8 complies with the applicable provisions of
this Indenture.

                                       49
<PAGE>

     Section 8.5    Notation on Securities in Respect of Supplemental
                    -------------------------------------------------
Indentures.  Securities of any series authenticated and delivered after the
----------
execution of any supplemental indenture pursuant to the provisions of this
Article may bear a notation in form approved by the Trustee for such series as
to any matter provided for by such supplemental indenture or as to any action
taken by Securityholders.  If the Issuer or the Trustee shall so determine, new
Securities of any series so modified as to conform, in the opinion of the
Trustee and the Board of Directors, to any modification of this Indenture
contained in any such supplemental indenture may be prepared by the Issuer,
authenticated by the Trustee and delivered in exchange for the Securities of
such series then Outstanding.

                                   ARTICLE IX

                   CONSOLIDATION, MERGER, SALE OR CONVEYANCE

     Section 9.1    Issuer May Consolidate, Etc., Only on Certain Terms.  The
                    ----------------------------------------------------
Issuer shall not consolidate with or merge into any other Person or transfer or
lease its properties and assets substantially as an entirety to any Person, and
the Issuer shall not permit any other Person to consolidate with or merge into
the Issuer, unless:

          (a) either the Issuer shall be the continuing corporation, or the
successor corporation (if other than the Issuer) formed by such consolidation or
into which the Issuer is merged or to which the properties and assets of the
Issuer substantially as an entirety are transferred or leased shall be a
corporation organized and existing under the laws of the United States of
America, any State thereof or the District of Columbia and shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the
Trustee, in form satisfactory to the Trustee, all the obligations of the Issuer
under the Securities and this Indenture; and

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

     Section 9.2    Successor Corporation Substituted. In case of any such
                    ---------------------------------
consolidation, merger, sale, lease or conveyance, and following such an
assumption by the successor corporation, such successor corporation shall
succeed to and be substituted for the Issuer, with the same effect as if it had
been named herein.  Such successor corporation may cause to be signed, and may
issue either in its own name or in the name of the Issuer prior to such
succession any or all of the Securities issuable hereunder which together with
any Coupons appertaining thereto theretofore shall not have been signed by the
Issuer and delivered to the Trustee; and, upon the order of such successor
corporation, instead of the Issuer, and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Securities together with any Coupons appertaining thereto
which previously shall have been signed and delivered by the officers of the
Issuer to the Trustee for authentication, and any Securities which such
successor corporation thereafter shall cause to be signed and delivered to the
Trustee for that purpose.  All of

                                       50
<PAGE>

the Securities so issued together with any Coupons appertaining thereto shall in
all respects have the same legal rank and benefit under this Indenture as the
Securities theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Securities had been issued at the date of the
execution hereof.

     In case of any such consolidation, merger, sale, lease or conveyance such
changes in phrasing and form (but not in substance) may be made in the
Securities and Coupons thereafter to be issued as may be appropriate.

     In the event of any such sale or conveyance (other than a conveyance by way
of lease) the Issuer or any successor corporation which shall theretofore have
become such in the manner described in this Article shall be discharged from all
obligations and covenants under this Indenture and the Securities and may be
liquidated and dissolved.

     Section 9.3    Opinion of Counsel to Be Given Trustee.  The Trustee,
                    --------------------------------------
subject to the provisions of Sections 6.1 and 6.2, shall receive an Opinion of
Counsel as conclusive evidence that any such consolidation, merger, sale or
conveyance, and any such assumption, complies with the provisions of this
Article IX.

                                   ARTICLE X

                           SATISFACTION AND DISCHARGE
                         OF INDENTURE; UNCLAIMED MONIES

     Section 10.1   Satisfaction and Discharge of Indenture.
                    ---------------------------------------

          (a) If at any time (i) the Issuer shall have paid or caused to be paid
the principal of and interest on all the Securities of any series Outstanding
hereunder and all unmatured Coupons appertaining thereto (other than Securities
of such series and Coupons appertaining thereto which have been destroyed, lost
or stolen and which have been replaced or paid as provided in Section 2.9) as
and when the same shall have become due and payable, or (ii) the Issuer shall
have delivered to the Trustee for cancellation all Securities of any series
theretofore authenticated and all unmatured Coupons appertaining thereto (other
than any Securities of such series and Coupons appertaining thereto which shall
have been destroyed, lost or stolen and which shall have been replaced or paid
as provided in Section 2.9) or (iii) in the case of any series of Securities
where the exact amount (including the currency of payment) of principal of and
interest due on which can be determined at the time of making the deposit
referred to in clause (b) below, (a) all the Securities of such series and all
unmatured Coupons appertaining thereto not theretofore delivered to the Trustee
for cancellation shall have become due and payable, or are by their terms to
become due and payable within one year or are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving of notice
of redemption, and (b) the Issuer shall have irrevocably deposited or caused to
be deposited with the Trustee as trust funds in trust the entire amount in (i)
cash (other than monies repaid by the Trustee or any paying agent to the Issuer
in accordance with Section 10.4), (ii) in the case of any series of Securities
the payments on which may only be made in Dollars, direct obligations of the
United States of America, backed by its full faith and credit ("U.S. Government

                                       51
<PAGE>

Obligations"), maturing as to principal and interest at such times and in such
amounts as will insure the availability of cash or (iii) a combination thereof,
sufficient, at such maturity or upon such redemption, as the case may be,  in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
(x) the principal and interest on all Securities of such series and Coupons
appertaining thereto on each date that such principal or interest is due and
payable and (y) any mandatory sinking fund payments on the dates on which such
payments are due and payable in accordance with the terms of the Indenture and
the Securities of such series; and if, in any such case, the Issuer shall also
pay or cause to be paid all other sums payable hereunder by the Issuer, then
this Indenture shall cease to be of further effect (except as to (i) rights of
registration of transfer and exchange of Securities of such Series and of
Coupons appertaining thereto pursuant to Section 2.8 and the Issuer's right of
optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed,
lost or stolen Securities or Coupons, (iii) rights of holders of Securities and
Coupons appertaining thereto pursuant to Section 2.8 to receive payments of
principal thereof and interest thereon, upon the original stated due dates
therefor (but not upon acceleration), and remaining rights of the Holders to
receive mandatory sinking fund payments, if any, (iv) any optional redemption
rights of such series of Securities to the extent to be exercised to make such
call for redemption within one year, (v) the rights, obligations, duties and
immunities of the Trustee hereunder, including those under Section 6.6, (vi) the
rights of the Holders of Securities of such series and Coupons appertaining
thereto as beneficiaries hereof with respect to the property so deposited with
the Trustee payable to all or any of them, and (vii) the obligations of the
Issuer under Section 3.2) and the Trustee, on demand of the Issuer accompanied
by an Officer's Certificate and an Opinion of Counsel and at the cost and
expense of the Issuer, shall execute proper instruments acknowledging such
satisfaction of and discharging this Indenture; PROVIDED, that the rights of
Holders of the Securities and Coupons to receive amounts in respect of principal
of and interest on the Securities and Coupons held by them shall not be delayed
longer than required by then-applicable mandatory rules or policies of any
securities exchange upon which the Securities are listed.  The Issuer agrees to
reimburse the Trustee for any costs or expenses thereafter reasonably and
properly incurred and to compensate the Trustee for any services thereafter
reasonably and properly rendered by the Trustee in connection with this
Indenture or the Securities of such series.

          (b) The following provisions shall apply to the Securities of each
series unless specifically otherwise provided in a Board Resolution, Officer's
Certificate or indenture supplemental hereto provided pursuant to Section 2.3.
In addition to discharge of the Indenture pursuant to the next preceding
paragraph, in the case of any series of Securities the exact amounts (including
the currency of payment) of principal of and interest due on which can be
determined at the time of making the deposit referred to in subparagraph (i)
below, the Issuer shall be deemed to have paid and discharged the entire
indebtedness on all the Securities of such a series and the Coupons appertaining
thereto on the date of the deposit referred to in subparagraph (i) below, and
the provisions of this Indenture with respect to the Securities of such series
and Coupons appertaining thereto shall no longer be in effect (except as to (i)
rights of registration of transfer and exchange of Securities of such series and
of Coupons appertaining thereto pursuant to Section 2.8 and the Issuer's right
of optional redemption, if any, (ii) substitution of mutilated, defaced,
destroyed, lost or stolen Securities or Coupons, (iii) rights of Holders of
Securities and Coupons appertaining thereto to receive payments of principal
thereof and interest thereon, upon the original stated due

                                       52
<PAGE>

dates therefor (but not upon acceleration), and remaining rights of the Holders
to receive mandatory sinking fund payments, if any, (iv) any optional redemption
rights of such series of Securities to the extent to be exercised to make such
call for redemption within one year, (v) the rights, obligations, duties and
immunities of the Trustee hereunder, (vi) the rights of the Holders of
Securities of such series and Coupons appertaining thereto as beneficiaries
hereof with respect to the property so deposited with the Trustee payable to all
or any of them and (vii) the obligations of the Issuer under Section 3.2) and
the Trustee, at the expense of the Issuer, shall at the Issuer's request,
execute proper instruments acknowledging the same, if

               (i) with reference to this provision the Issuer has irrevocably
     deposited or caused to be irrevocably deposited with the Trustee as trust
     funds in trust, specifically pledged as security for, and dedicated solely
     to, the benefit of the Holders of the Securities of such series and Coupons
     appertaining thereto (i) cash in an amount, or (ii) in the case of any
     series of Securities the payments on which may only be made in Dollars,
     U.S. Government Obligations, maturing as to principal and interest at such
     times and in such amounts as will insure the availability of cash or (iii)
     a combination thereof, sufficient, in the opinion of a nationally
     recognized firm of independent public accountants expressed in a written
     certification thereof delivered to the Trustee, to pay (A) the principal
     and interest on all Securities of such series and Coupons appertaining
     thereto on each date that such principal or interest is due and payable and
     (B) any mandatory sinking fund payments on the dates on which such payments
     are due and payable in accordance with the terms of the Indenture and the
     Securities of such series;

               (ii) such deposit will not result in a breach or violation of, or
     constitute a default under, any agreement or instrument to which the Issuer
     is a party or by which it is bound;

               (iii)     the Issuer has delivered to the Trustee an opinion of
     counsel from a law firm experienced in such matters based on the fact that
     (x) the Issuer has received from, or there has been published by, the IRS a
     ruling or (y) since the date hereof, there has been a change in the
     applicable United States federal income tax law, in either case to the
     effect that, and such opinion shall confirm that, the Holders of the
     Securities of such series and Coupons appertaining thereto will not
     recognize income, gain or loss for United States federal income tax
     purposes as a result of such deposit, defeasance and discharge and will be
     subject to United States federal income tax on the same amount and in the
     same manner and at the same times, as would have been the case if such
     deposit, defeasance and discharge had not occurred;

                                       53
<PAGE>

               (iv)  the Issuer has delivered to the Trustee an Opinion of
     Counsel to the effect that after the 91st day following the deposit, the
     trust funds will not be subject to avoidance as a preferential transfer
     under Section 547(b) of the United States Bankruptcy Code (except with
     respect to any Holder that is an "insider" of the Issuer within the meaning
     of the United States Bankruptcy Code);

               (v) the Issuer has delivered to the Trustee an Officer's
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent provided for relating to the defeasance contemplated by this
     provision have been complied with; and

               (vi) no event or condition shall exist that, pursuant to the
     provisions of Section 13.2, would prevent the Issuer from making payments
     of the principal of or interest on the Securities of such series and
     Coupons appertaining thereto on the date of such deposit or at any time
     during the period ending on the 61/st/ day after the date of such deposit
     (it being understood that this condition shall not be deemed satisfied
     until the expiration of such period).

          (c) The following provisions shall apply to the Securities of each
series unless specifically otherwise provided in a Board Resolution, Officer's
Certificate or indenture supplemental hereto provided pursuant to Section 2.3.
In the case of any series of Securities the exact amounts (including the
currency of payment) of principal of and interest due on which can be determined
at the time of making the deposit referred to in clause (i) below, the Issuer
shall be released from its obligations under Sections 3.6, 3.7 and 9.1 with
respect to such series of Securities, and any Coupons appertaining thereto,
outstanding on and after the date the conditions set forth below are satisfied
(hereinafter, "covenant defeasance").  For this purpose, such covenant
defeasance means that, with respect to the Outstanding Securities of any series,
the Issuer may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in such Section, whether directly or
indirectly by reason of any reference elsewhere herein to such Section or by
reason of any reference in such Section to any other provision herein or in any
other document and such omission to comply shall not constitute an Event of
Default under Section 5.1, but the remainder of this Indenture and such
Securities and Coupons shall be unaffected thereby.  The following shall be the
conditions to application of this subsection (c) of this Section 10.1:

               (i) The Issuer has irrevocably deposited or caused to be
     deposited with the Trustee as trust funds in trust for the purpose of
     making the following payments, specifically pledged as security for, and
     dedicated solely to, the benefit of the holders of the Securities of such
     series and coupons appertaining thereto, (i) cash in an amount, or (ii) in
     the case of any series of Securities the payments on which may only be made
     in Dollars, U.S. Government Obligations maturing as to principal and
     interest at such times and in such amounts as will insure the availability
     of cash or (iii) a combination thereof,

                                       54
<PAGE>

     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 (A) the principal and interest on all Securities of
     such series and Coupons appertaining thereof and (B) any mandatory sinking
     fund payments on the day on which such payments are due and payable in
     accordance with the terms of the Indenture and the Securities of such
     series;

               (ii) No Event of Default or event which with notice or lapse of
     time or both would become an Event of Default with respect to the
     Securities shall have occurred and be continuing on the date of such
     deposit or, insofar as subsections 5.1(e) and 5.1(f) are concerned, at any
     time during the period ending on the 61/st/ day after the date of such
     deposit (it being understood that this condition shall not be deemed
     satisfied until the expiration of such period );

               (iii) Such covenant defeasance shall not cause the Trustee to
     have a conflicting interest as defined in Section 6.9 and for purposes of
     the Trust Indenture Act with respect to any securities of the Issuer;

               (iv) Such covenant defeasance shall not result in a breach or
     violation of, or constitute a default under any agreement or instrument to
     which the Issuer is a party or by which it is bound;

               (v) Such covenant defeasance shall not cause any Securities then
     listed on any registered national securities exchange under the Exchange
     Act to be delisted;

               (vi) The Issuer shall have delivered to the Trustee an Officer's
     Certificate and an opinion of counsel from a law firm experienced in such
     matters to the effect that the Holders of the Securities of such series and
     Coupons appertaining thereto will not recognize income, gain or loss for
     United States federal income tax purposes as a result of such covenant
     defeasance and will be subject to United States federal income tax on the
     same amounts, in the same manner and at the same times as would have been
     the case if such covenant defeasance had not occurred;

               (vii)     The Issuer has delivered to the Trustee an Opinion of
     Counsel to the effect that after the 91st day following the deposit, the
     trust funds will not be subject to avoidance as a preferential transfer
     under Section 547(b) of the United States Bankruptcy Code (except with
     respect to any Holder that is an "insider" of the Issuer within the meaning
     of the United States Bankruptcy Code);

                                       55
<PAGE>

               (viii)    The Issuer shall have delivered to the Trustee an
     Officer's Certificate and an Opinion of Counsel, each stating that all
     conditions precedent provided for relating to the covenant defeasance
     contemplated by this provision have been complied with; and

               (ix) No event or condition shall exist that, pursuant to the
     provisions of Section 13.2, would prevent the Issuer from making payments
     of the principal of or interest on the Securities of such series and
     Coupons appertaining thereto on the date of such deposit or at any time
     during the period ending on the 61/st/ day after the date of such deposit
     (it being understood that this condition shall not be deemed satisfied
     until the expiration of such period).

     Section 10.2   Application by Trustee of Funds Deposited for Payment of
                    --------------------------------------------------------
Securities.   Subject to Section 10.4, all monies deposited with the Trustee (or
----------
other trustee) pursuant to Section 10.1 shall be held in trust and applied by it
to the payment, either directly or through any paying agent (other than the
Issuer), to the Holders of the particular Securities of such series and of
Coupons appertaining thereto for the payment or redemption of which such monies
have been deposited with the Trustee, of all sums due and to become due thereon
for principal and interest; but such money need not be segregated from other
funds except to the extent required by law.

     Section 10.3   Repayment of Monies Held by Paying Agent.   In connection
                    ----------------------------------------
with the satisfaction and discharge of this Indenture with respect to Securities
of any series, all monies then held by any paying agent under the provisions of
this Indenture with respect to such series of Securities shall, upon demand of
the Issuer, be repaid to it or paid to the Trustee and thereupon such paying
agent shall be released from all further liability with respect to such monies.

     Section 10.4   Return of Monies Held by Trustee and Paying Agent Unclaimed
                    -----------------------------------------------------------
for Two Years.    Any monies deposited with or paid to the Trustee or any paying
-------------
agent for the payment of the principal of or interest on any Security of any
series and of any Coupons attached thereto and not applied but remaining
unclaimed for two years after the date upon which such principal or interest
shall have become due and payable, shall, upon the written request of the Issuer
and unless otherwise required by mandatory provisions of applicable escheat or
abandoned or unclaimed property law, be repaid to the Issuer by the Trustee for
such series or such paying agent, and the Holder of the Securities of such
series and of any Coupons appertaining thereto shall, unless otherwise required
by mandatory provisions of applicable escheat or abandoned or unclaimed property
laws, thereafter look only to the Issuer for any payment which such Holder may
be entitled to collect, and all liability of the Trustee or any paying agent
with respect to such monies shall thereupon cease; PROVIDED, that the Trustee or
such paying agent, before being required to make any such repayment with respect
to monies deposited with it for any payment (a) in respect of Registered
Securities of any series, shall at the expense of the Issuer, mail by first-
class mail to Holders of such Securities at their addresses as they shall appear
on the Security register, and (b) in respect of Unregistered Securities of any
series, shall at the expense of the Issuer cause to the published once, in an
Authorized Newspaper in the Borough of Manhattan, The City of New York and once
in an Authorized Newspaper in London, notice, that such monies remain and that,
after a date specified therein, which

                                       56
<PAGE>

shall not be less than thirty days from the date of such mailing or publication,
any unclaimed balance of such money then remaining will be repaid to the Issuer.

     Section 10.5   Indemnity for U.S. Government Obligations.  The Issuer shall
                    -----------------------------------------
pay and indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the U.S. Government Obligations deposited pursuant to Section
10.1 or the principal or interest received in respect of such obligations.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

     Section 11.1   Incorporators, Shareholders, Officers and Directors of
                    ------------------------------------------------------
Issuer Exempt from Individual Liability.  No recourse under or upon any
---------------------------------------
obligation, covenant or agreement contained in this Indenture, or in any
Security, or because of any indebtedness evidenced thereby, shall be had against
any incorporator, as such, or against any past, present or future shareholder,
officer or director, as such, of the Issuer or of any successor, either directly
or through the Issuer or any successor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any legal
or equitable proceeding or otherwise, all such liability being expressly waived
and released by the acceptance of the Securities and the Coupons, if any,
appertaining thereto by the Holders thereof and as part of the consideration for
the issue of the Securities and the Coupons appertaining thereto.

     Section 11.2   Provisions of Indenture for the Sole Benefit of Parties and
                    -----------------------------------------------------------
Holders of Securities and Coupons.  Nothing in this Indenture, in the Securities
---------------------------------
or in the Coupons appertaining thereto, expressed or implied, shall give or be
construed to give to any person, firm or corporation, other than the parties
thereto and their successors and the Holders of the Securities or Coupons, if
any, any legal or equitable right, remedy or claim under this Indenture or under
any covenant or provision herein contained, all such covenants and provisions
being for the sole benefit of the parties hereto and their successors and of the
Holders of the Securities or Coupons, if any.

     Section 11.3   Successors and Assigns of Issuer Bound by Indenture.  All
                    ---------------------------------------------------
the covenants, stipulations, promises and agreements in this Indenture contained
by or in behalf of the Issuer shall bind its successors and assigns, whether so
expressed or not.

     Section 11.4   Notices and Demands on Issuer, Trustee and Holders of
                    -----------------------------------------------------
Securities and Coupons.  Any notice or demand which by any provision of this
----------------------
Indenture is required or permitted to be given or served by the Trustee or by
the Holders of Securities or Coupons, if any, to or on the Issuer may be given
or served by being deposited postage prepaid, first-class mail (except as
otherwise specifically provided herein) addressed (until another address of the
Issuer is filed by the Issuer with the Trustee) to Torchmark Corporation, 2001
Third Avenue South, Birmingham, Alabama  35233, Attention: General Counsel.  Any
notice, direction, request or demand by the Issuer or any Holder of Securities
or Coupons, if any, to or upon the Trustee shall be deemed to have been
sufficiently given or served by being deposited postage prepaid, first-class
mail (except as otherwise specifically provided herein) addressed (until another
address of the Trustee is filed by the Trustee

                                       57
<PAGE>

with the Issuer) to The Bank of New York, 101 Barclay Street, Floor 21 West, New
York New York 10286, Attention: Corporate Trust Administration.

     Where this Indenture provides for notice to Holders of Registered
Securities, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class mail, postage prepaid,
to each Holder entitled thereto, at his last address as it appears in the
Security register.

     Where this Indenture provides for notice to holders of Unregistered
Securities, such notice shall be sufficiently given (unless otherwise expressly
provided herein) by giving notice to such Holders (a) by publication of such
notice at least once in an Authorized Newspaper in the Borough of Manhattan, The
City of New York, and at least once in an Authorized Newspaper in London, and
(ii) by mailing such notice to the Holders of Unregistered Securities who have
filed their names and addresses with the Trustee pursuant to Section 313(c)(2)
of the Trust Indenture Act at such addresses as were so furnished to the
Trustee.

     In any case where notice to such 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.

     In case, by reason of the suspension of or irregularities in regular mail
service, it shall be impracticable to mail notice to the Issuer when such notice
is required to be given pursuant to any provision of this Indenture, then any
manner of giving such notice as shall be reasonably satisfactory to the Trustee
shall be deemed to be a sufficient giving of such notice.

     Section 11.5   Officer's Certificates and Opinions of Counsel; Statements
                    ----------------------------------------------------------
to Be Contained Therein.  Upon any application or demand by the Issuer to the
------------------------
Trustee to take any action under any of the provisions of this Indenture, the
Issuer shall furnish to the Trustee an Officer's Certificate stating that all
conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

     Each certificate or opinion provided for in this Indenture and delivered to
the Trustee with respect to compliance with a condition or covenant provided for
in this Indenture shall include (a) a statement that the person making such
certificate or opinion has read such covenant or condition, (b) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based, (c) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him

                                       58
<PAGE>

to express an informed opinion as to whether or not such covenant or condition
has been complied with and (d) a statement as to whether or not, in the opinion
of such person, such condition or covenant has been complied with.

     Any certificate, statement or opinion of an officer of the Issuer may be
based, insofar as it relates to legal matters, upon a certificate or opinion of
or representations by counsel, unless such officer knows that the certificate or
opinion or representations with respect to the matters upon which his
certificate, statement or opinion may be based as aforesaid are erroneous, or in
the exercise of reasonable care should know that the same are erroneous.  Any
certificate, statement or opinion of counsel may be based, insofar as it relates
to factual matters or information with respect to which is in the possession of
the Issuer, upon the certificate, statement or opinion of or representations by
an officer or officers of the Issuer, unless such counsel knows that the
certificate, statement or opinion or representations with respect to the matters
upon which his certificate, statement or opinion may be based as aforesaid are
erroneous, or in the exercise of reasonable care should know that the same are
erroneous.

     Any certificate, statement or opinion of an officer of the Issuer or of
counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Issuer, unless such officer or counsel, as the
case may be, knows that the certificate or opinion of or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that  the same are erroneous.

     Any certificate or opinion of any independent firm of public accountants
filed with and directed to the Trustee shall contain a statement that such firm
is independent.

     Section 11.6   Payments Due on Saturdays, Sundays and Holidays.  If the
                    -----------------------------------------------
date of maturity of interest on or principal of the Securities of any series or
any Coupons appertaining thereto or the date fixed for redemption or repayment
of any such Security or Coupon shall not be a Business Day, then payment of
interest or principal need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the date of
maturity or the date fixed for redemption, and no interest shall accrue for the
period after such date.

     Section 11.7   Conflict of Any Provision of Indenture with Trust Indenture
                    -----------------------------------------------------------
Act.  If any provision of this Indenture limits, qualifies or conflicts with the
---
duties imposed by any of Sections 310 to 318, inclusive, of the Trust Indenture
Act through operation of Section 318(c) thereof, such imposed duties shall
control.  If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act which may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or to be
excluded, as the case may be.


     Section 11.8   New York  Law to Govern.  THIS INDENTURE AND EACH SECURITY
                    -----------------------
AND COUPON SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW
YORK, AND FOR ALL PURPOSES SHALL BE

                                       59
<PAGE>

GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE.

     Section 11.9   Counterparts.  This Indenture may be executed in any number
                    ------------
of counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

     Section 11.10  Effect of Headings.  The Article and Section headings herein
                    ------------------
and the Table of Contents are for convenience only and shall not affect the
construction hereof.

     Section 11.11  Securities in a Composite Currency, Currency Unit or Foreign
                    ------------------------------------------------------------
Currency. Unless otherwise specified in an Officer's Certificate delivered
--------
pursuant to Section 2.3 of this Indenture with respect to a particular series of
Securities, whenever for purposes of this Indenture any action may be taken by
the Holders of a specified percentage in aggregate principal amount of
Securities of all series or all series affected by a particular action at the
time Outstanding and, at such time, there are Outstanding Securities of any
series which are denominated in a coin, currency or currencies other than
Dollars (including, but not limited to, any composite currency, currency units
or Foreign Currency), then the principal amount of Securities of such series
which shall be deemed to be Outstanding for the purpose of taking such action
shall be that amount of Dollars that could be obtained for such amount at the
Market Exchange Rate. For purposes of this Section 11.11, Market Exchange Rate
shall mean the noon Dollar buying rate in The City of New York for cable
transfers of such currency or currencies as published by the Federal Reserve
Bank of New York as of the most recent available date. If such Market Exchange
Rate is not so available for any reason with respect to such currency, the
Trustee shall use, in its sole discretion and without liability on its part,
such quotation of the Federal Reserve Bank of New York, or quotations from one
or more major banks in The City of New York or in the country of issue of the
currency in question, or such other quotations as the Trustee shall deem
appropriate. The provisions of this paragraph shall apply in determining the
equivalent principal amount in respect of Securities of a series denominated in
a currency other than Dollars in connection with any action taken by Holders of
Securities pursuant to the terms of this Indenture.

     All decisions and determinations of the Trustee regarding the Market
Exchange Rate or any alternative determination provided for in the preceding
paragraph shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
irrevocably binding upon the Issuer and all Holders.

     Section 11.12  Judgment Currency.  The Issuer agrees, to the fullest extent
                    -----------------
that it may effectively do so under applicable law, that (a) if for the purpose
of obtaining judgment in any court it is necessary to convert the sum due in
respect of the principal of or interest on the Securities of any series (the
"Required Currency") into a currency in which a judgment will be rendered (the
"Judgment Currency"), the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The City
of New York the Required Currency with the Judgment Currency on the day on which
final unappealable judgment is entered, unless such day is not a New York
Banking Day, then, to the extent permitted by applicable law, the rate of
exchange used shall be the rate at which in accordance with normal banking
procedures the

                                       60
<PAGE>

Trustee could purchase in The City of New York the Required Currency with the
Judgment Currency on the New York Banking Day preceding the day on which final
unappealable judgment is entered and (b) its obligations under this Indenture to
make payments in the Required Currency (i) shall not be discharged or satisfied
by any tender, or any recovery pursuant to any judgment (whether or not entered
in accordance with subsection (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the
actual receipt, by the payee, of the full amount of the Required Currency
expressed to be payable in respect of such payments, (ii) shall be enforceable
as an alternative or additional cause of action for the purpose of recovering in
the Required Currency the amount, if any, by which such actual receipt shall
fall short of the full amount of the Required Currency so expressed to be
payable and (iii) shall not be affected by judgment being obtained for any other
sum due under this Indenture. For purposes of the foregoing, "New York Banking
Day" means any day except a Saturday, Sunday or a legal holiday in The City of
New York or a day on which banking institutions in The City of New York are
authorized or required by law or executive order to close.

                                  ARTICLE XII

                   REDEMPTION OF SECURITIES AND SINKING FUNDS

     Section 12.1   Applicability of Article.  The provisions of this Article
                    ------------------------
shall be applicable to the Securities of any series which are redeemable before
their maturity or to any sinking fund for the retirement of Securities of a
series except as otherwise specified as contemplated by Section 2.3 for
Securities of such series.

     Section 12.2   Notice of Redemption; Partial Redemptions.   Notice of
                    -----------------------------------------
redemption to the Holders of Registered Securities of any series to be redeemed
as a whole or in part at the option of the Issuer shall be given by mailing
notice of such redemption by first class mail, postage prepaid, at least 30 days
and not more than 60 days prior to the date fixed for redemption to such Holders
of Securities of such series at their last addresses as they shall appear upon
the registry books. Notice of redemption to the Holders of Unregistered
Securities to be redeemed as a whole or in part, who have filed their names and
addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture
Act shall be given by mailing notice of such redemption, by first class mail,
postage prepaid, at least 30 days and not more than 60 prior to the date fixed
for redemption, to such Holders at such addresses as were so furnished to the
Trustee (and, in the case of any such notice given by the Issuer, the Trustee
shall make such information available to the Issuer for such purpose). Notice of
redemption to all other Holders of Unregistered Securities shall be published in
an Authorized Newspaper in the Borough of Manhattan, The City of New York and in
an Authorized Newspaper in London, in each case, once in each of three
successive calendar weeks, the first publication to be not less than 30 nor more
than 60 days prior to the date fixed for redemption. Any notice which is mailed
in the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the Holder receives the notice. Failure to give notice by
mail, or any defect in the notice to the Holder of any Security of a series
designated for redemption as a whole or in part shall not affect the validity of
the proceedings for the redemption of such Security of such series.

                                       61
<PAGE>

     The notice of redemption to each such Registered Holder shall specify the
principal amount of each Security of such series held by such Registered Holder
to be redeemed, the date fixed for redemption, the redemption price, the place
or places of payment, that payment will be made upon presentation and surrender
of such Securities and, in the case of Securities with Coupons attached thereto,
of all Coupons appertaining thereto maturing after the date fixed for
redemption, that such redemption is pursuant to the mandatory or optional
sinking fund, or both, if such be the case, that interest accrued to the date
fixed for redemption will be paid as specified in such notice and that on and
after said date interest thereon or on the portions thereof to be redeemed will
cease to accrue. In case any Security of a series is to be redeemed in part
only, the notice of redemption to Registered Holders of Securities of the series
shall state the portion of the principal amount thereof to be redeemed and shall
state that on and after the date fixed for redemption, upon surrender of such
Security, a new Security or Securities of such series in principal amount equal
to the unredeemed portion thereof will be issued.

     The notice of redemption of Securities of any series to be redeemed at the
option of the Issuer shall be given by the Issuer or, at the Issuer's request,
by the Trustee in the name and at the expense of the Issuer.

     Before 10:00 a.m. on the redemption date specified in the notice of
redemption given as provided in this Section, the Issuer will deposit with the
Trustee or with one or more paying agents (or, if the Issuer is acting as its
own paying agent, set aside, segregate and hold in trust as provided in Section
3.4) an amount of money sufficient to redeem on the redemption date all the
Securities of such series so called for redemption at the appropriate redemption
price, together with accrued interest to the date fixed for redemption. The
Issuer will deliver to the Trustee at least 70 days prior to the date fixed for
redemption, or such shorter period as shall be acceptable to the Trustee, an
Officer's Certificate stating the aggregate principal amount of Securities to be
redeemed.  In case of a redemption at the election of the Issuer prior to the
expiration of any restriction on such redemption, the Issuer shall deliver to
the Trustee, prior to the giving of any notice of redemption to Holders pursuant
to this Section, an Officer's Certificate stating that such restriction has been
complied with.

     If fewer than all the Securities of a series are to be redeemed, the
Trustee shall select, in such manner as it shall deem appropriate and fair, in
its sole discretion, Securities of such series to be redeemed in whole or in
part.  Securities may be redeemed in part in multiples equal to the minimum
authorized denomination for Securities of such series or any multiple thereof.
The Trustee shall promptly notify the Issuer in writing of the Securities of
such series selected for redemption and, in the case of any Securities of such
series 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 of any series
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 which has been or
is to be redeemed.

     Section 12.3   Payment of Securities Called for Redemption.  If notice of
                    -------------------------------------------
redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date and
at the place stated in such notice at the applicable

                                       62
<PAGE>

redemption price, together with interest accrued to, but excluding, the date
fixed for redemption, and on and after said date (unless the Issuer shall
default in the payment of such Securities at the redemption price, together with
interest accrued to said date) interest on the Securities or portions of
Securities so called for redemption shall cease to accrue, and the unmatured
Coupons, if any, appertaining thereto shall be void, and, except as provided in
Sections 6.5 and 10.4, such Securities shall cease from and after the date fixed
for redemption to be entitled to any benefit or security under this Indenture,
and the Holders thereof shall have no right in respect of such Securities except
the right to receive the redemption price thereof and unpaid interest to the
date fixed for redemption. On presentation and surrender of such Securities at a
place of payment specified in said notice, together with all Coupons, if any,
appertaining thereto maturing after the date fixed for redemption, said
Securities or the specified portions thereof shall be paid and redeemed by the
Issuer at the applicable redemption price, together with interest accrued
thereon to the date fixed for redemption; PROVIDED, that payment of interest
becoming due on or prior to the date fixed for redemption shall be payable in
the case of Securities with Coupons attached thereto, to the Holders of the
Coupons for such interest upon surrender thereof, and in the case of Registered
Securities, to the Holder of such Registered Securities registered as such on
the relevant record date, subject to the terms and provisions of Section 2.3 and
2.7 hereof.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal shall, until paid or duly provided for,
bear interest from the date fixed for redemption at the rate of interest or
Yield to Maturity (in the case of an Original Issue Discount Security) borne by
such Security.

     If any Security with Coupons attached thereto is surrendered for redemption
and is not accompanied by all appurtenant Coupons maturing after the date fixed
for redemption, the surrender of such missing Coupon or Coupons may be waived by
the Issuer and the Trustee, if there be furnished to each of them such security
or indemnity as they may require to save each of them harmless.

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

     Section 12.4   Exclusion of Certain Securities from Eligibility for
                    ----------------------------------------------------
Selection for Redemption.  Securities shall be excluded from eligibility for
------------------------
selection for redemption if they are identified by registration and certificate
number in an Officer's Certificate delivered to the Trustee at least 40 days
prior to the last date on which notice of redemption may be given as being owned
of record and beneficially by, and not pledged or hypothecated by, either (a)
the Issuer or (b) an entity specifically identified in such written statement as
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Issuer.

     Section 12.5   Mandatory and Optional Sinking Funds.  The minimum amount of
                    ------------------------------------
any sinking fund payment provided for by the terms of the Securities of any
series is herein referred to as a "mandatory sinking fund payment," and any
payment in excess of such minimum amount

                                       63
<PAGE>

provided for by the terms of the Securities of any series is herein referred to
as an "optional sinking fund payment." The date on which a sinking fund payment
is to be made is herein referred to as the "sinking fund payment date."

     In lieu of making all or any part of any mandatory sinking fund payment
with respect to any series of Securities in cash, the Issuer may at its option
(a) deliver to the Trustee Securities of such series theretofore purchased or
otherwise acquired (except upon redemption pursuant to the mandatory sinking
fund) by the Issuer or receive credit for Securities of such series (not
previously so credited) theretofore purchased or otherwise acquired (except as
aforesaid) by the Issuer and delivered to the Trustee for cancellation pursuant
to Section 2.10, (b) receive credit for optional sinking fund payments (not
previously so credited) made pursuant to this Section, or (c) receive credit for
Securities of such series (not previously so credited) redeemed by the Issuer
through any optional redemption provision contained in the terms of such series.
Securities so delivered or credited shall be received or credited by the Trustee
at the sinking fund redemption price specified in such Securities.

     On or before the 60th day next preceding each sinking fund payment date for
any series, the Issuer will deliver to the Trustee an Officer's Certificate
(which need not contain the statements required by Section 11.5) (a) specifying
the portion of the mandatory sinking fund payment to be satisfied by payment of
cash and the portion to be satisfied by credit of Securities of such series and
the basis for such credit, (b) stating that none of the Securities of such
series has theretofore been so credited, (c) stating that no defaults in the
payment of interest or Events of Default with respect to such series have
occurred (which have not been waived or cured) and are continuing and (d)
stating whether or not the Issuer intends to exercise its right to make an
optional sinking fund payment with respect to such series and, if so, specifying
the amount of such optional sinking fund payment which the Issuer intends to pay
on or before the next succeeding sinking fund payment date. Any Securities of
such series to be credited and required to be delivered to the Trustee in order
for the Issuer to be entitled to credit therefor as aforesaid which have not
theretofore been delivered to the Trustee shall be delivered for cancellation
pursuant to Section 2.10 to the Trustee with such Officer's Certificate (or
reasonably promptly thereafter if acceptable to the Trustee). Such Officer's
Certificate shall be irrevocable and upon its receipt by the Trustee, the Issuer
shall become unconditionally obligated to make all the cash payments or payments
therein referred to, if any, on or before the next succeeding sinking fund
payment date. Failure of the Issuer, on or before any such 60th day, to deliver
such Officer's Certificate and Securities specified in this paragraph, if any,
shall not constitute a default but shall constitute, on and as of such date, the
irrevocable election of the Issuer (i) that the mandatory sinking fund payment
for such series due on the next succeeding sinking fund payment date shall be
paid entirely in cash without the option to deliver or credit Securities of such
series in respect thereof and (ii) that the Issuer will make no optional sinking
fund payment with respect to such series as provided in this Section.

     If the sinking fund payment or payments (mandatory or optional or both) to
be made in cash on the next succeeding sinking fund payment date plus any unused
balance of any preceding sinking fund payments made in cash shall exceed $50,000
(or the equivalent thereof in any composite currency, currency units or Foreign
Currency) or a lesser sum in Dollars (or the equivalent thereof in any composite
currency, currency units or Foreign Currency) if the Issuer shall so request
with

                                       64
<PAGE>

respect to the Securities of any particular series, such cash shall be applied
on the next succeeding sinking fund payment date to the redemption of Securities
of such series at the sinking fund redemption price together with accrued
interest to the date fixed for redemption. If such amount shall be $50,000 (or
the equivalent thereof in any composite currency, currency units or Foreign
Currency) or less and the Issuer makes no such request then it shall be carried
over until a sum in excess of $50,000 (or the equivalent thereof in any
composite currency, currency units or Foreign Currency) is available. The
Trustee shall select, in the manner provided in Section 12.2, for redemption on
such sinking fund payment date a sufficient principal amount of Securities of
such series to absorb said cash, as nearly as may be, and shall (if requested in
writing by the Issuer) inform the Issuer of the serial numbers of the Securities
of such series (or portions thereof) so selected. Securities shall be excluded
from eligibility for redemption under this Section if they are identified by
registration and certificate number in an Officer's Certificate delivered to the
Trustee at least 60 days prior to the sinking fund payment date as being owned
of record and beneficially by, and not pledged or hypothecated by, either (a)
the Issuer or (b) an entity specifically identified in such Officer's
Certificate as directly or indirectly controlling or controlled by or under
direct or indirect common control with the Issuer. The Trustee, in the name and
at the expense of the Issuer (or the Issuer, if it shall so request the Trustee
in writing) shall cause notice of redemption of the Securities of such series to
be given in substantially the manner provided in Section 12.2 (and with the
effect provided in Section 12.3) for the redemption of Securities of such series
in part at the option of the Issuer. The amount of any sinking fund payments not
so applied or allocated to the redemption of Securities of such series shall be
added to the next cash sinking fund payment for such series and, together with
such payment, shall be applied in accordance with the provisions of this
Section. Any and all sinking fund monies held on the stated maturity date of the
Securities of any particular series (or earlier, if such maturity is
accelerated), which are not held for the payment or redemption of particular
Securities of such series shall be applied, together with other monies, if
necessary, sufficient for the purpose, to the payment of the principal of, and
interest on, the Securities of such series at maturity.

     On or before each sinking fund payment date, the Issuer shall pay to the
Trustee in cash or shall otherwise provide for the payment of all interest
accrued to the date fixed for redemption on Securities to be redeemed on the
next following sinking fund payment date.

     The Trustee shall not redeem or cause to be redeemed any Securities of a
series with sinking fund monies or give any notice of redemption of Securities
for such series by operation of the sinking fund during the continuance of a
default in payment of interest on such Securities or of any Event of Default
except that, where the giving of notice of redemption of any Securities shall
theretofore have been made, the Trustee shall redeem or cause to be redeemed
such Securities, provided that it shall have received from the Issuer a sum
sufficient for such redemption. Except as aforesaid, any monies in the sinking
fund for such series at the time when any such default or Event of Default shall
occur, and any monies thereafter paid into the sinking fund, shall, during the
continuance of such default or Event of Default be deemed to have been collected
under Article Five and held for the payment of all such Securities. In case such
Event of Default shall have been waived as provided in Section 5.10 or the
default cured on or before the sixtieth day preceding the sinking fund payment
date in any year, such monies shall thereafter be applied on the next succeeding
sinking fund payment date in accordance with this Section to the redemption of
such Securities.

                                       65
<PAGE>

                                  ARTICLE XIII

                          SUBORDINATION OF SECURITIES

     Section 13.1   Securities Subordinate to Senior Indebtedness.  The Issuer
                    ---------------------------------------------
covenants and agrees, and each Holder of Securities, by its acceptance thereof,
likewise covenants and agrees, that, to the extent and in the manner hereinafter
set forth in this Article, the payment of the principal of (and premium, if any)
and interest on each and all of the Securities of each and every series is
hereby expressly made subordinate and subject in right of payment to the prior
payment in full of all Senior Indebtedness.

     Section 13.2   No Payment When Senior Indebtedness in Default; Payment over
                    ------------------------------------------------------------
of Proceeds Upon Dissolution, Etc.  If the Issuer shall default in the payment
----------------------------------
of any principal of (or premium, if any) or interest on any Senior Indebtedness
when the same becomes due and payable, whether at maturity or at a date fixed
for prepayment or by declaration of acceleration or otherwise, after expiration
of any applicable grace period, then, upon written notice of such default to the
Issuer by the holders of Senior Indebtedness or any trustee therefore, 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 premium, if any) or interest on any of the Securities, or in respect of any
redemption, repayment, retirement, purchase or other acquisition of any of the
Securities.

     In the event of (a) any insolvency, bankruptcy, receivership, liquidation,
reorganization, readjustment, composition or other similar proceedings relating
to the Issuer, its creditors or its property, (b) any proceeding for the
liquidation, dissolution, or other winding up of the Issuer, voluntary or
involuntary, whether or not involving insolvency or bankruptcy proceedings, (c)
any assignment by the Issuer for the benefit of creditors or (d) any other
marshalling of the assets of the Issuer (each such event, if any, herein
sometimes referred to as a "Proceeding"), all Senior Indebtedness (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 (other than securities of the Issuer or any other
corporation 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 Indebtedness 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 of any series shall be paid
or delivered directly to the Holders of Senior Indebtedness in accordance with
the priorities then existing among such holders until all Senior Indebtedness
(including any interest thereon accruing after the commencement of any
Proceeding) shall have been paid in full.

     In the event of any Proceeding, after payment in full of all sums owing
with respect to Senior Indebtedness, the Holders of Securities, together with
the holders of any obligations of the Issuer ranking on a parity with the
Securities, shall be entitled to be paid from the remaining assets of the Issuer
the amounts at the time due and owing on account of unpaid principal of (and
premium, if any) and interest on the Securities and such other obligations
before any payment or other

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distribution, whether in cash, property or otherwise, shall be made on account
of any capital stock or any obligations of the Issuer 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 Issuer or any other
corporation 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 Indebtedness 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 Indebtedness shall have been
paid in full, such payment or distribution 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 Indebtedness at the time outstanding in accordance
with the priorities then existing among such holders for application to the
payment of all Senior Indebtedness 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 Indebtedness is hereby irrevocably authorized to
endorse or assign the same.

     The Trustee and the Holders shall take such action (including, without
limitation, the delivery of this Indenture to an agent for the holders of Senior
Indebtedness 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 Indebtedness at the time outstanding,
be necessary or appropriate to assure the effectiveness of the subordination
effected by these provisions.

     The provisions of this Section 13.2 shall not impair any rights, interests,
remedies or powers of any secured creditor of the Issuer in respect of any
security interest the creation of which is not prohibited by the provisions of
this Indenture.

     The securing of any obligations of the Issuer, 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 13.3   Payment Permitted If No Default.  Nothing contained in this
                    -------------------------------
Article or elsewhere in this Indenture or in any of the Securities shall prevent
(a) the Issuer, at any time, except during the pendency of the conditions
described in the first paragraph of Section 13.2 or of any Proceeding referred
to in Section 13.2, from making payments at any time of principal of (and
premium, if any) or interest on the Securities, or (b) the application by the
Trustee of any monies deposited with it hereunder to the payment of or on
account of the principal of (and premium, if any) or 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 that such payment would
have been prohibited by the provisions of this Article.

     Section 13.4   Subrogation to Rights of Holders of Senior Indebtedness.
                    -------------------------------------------------------
Subject to the payment in full of all amounts due or to become due on all Senior
Indebtedness, or the provision for such payment in cash or cash equivalents or
otherwise in a manner satisfactory to the holders of

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Senior Indebtedness, the Holders of Securities shall be subrogated to the extent
of the payments or distributions made to the holders of such Senior Indebtedness
pursuant to the provisions of this Article (equally and ratably with the holders
of all indebtedness of the Issuer that by its express terms is subordinated to
Senior Indebtedness of the Issuer that to substantially the same extent as the
Securities are subordinated to the Senior Indebtedness and is entitled to like
rights of subrogation by reason of any payments or distributions made to holders
of such Senior Indebtedness) to the rights of the holders of such Senior
Indebtedness to receive payments and distributions of cash, property and
securities applicable to the Senior Indebtedness until the principal of (and
premium, if any) and interest on the Securities shall be paid in full. For
purposes of such subrogation, no payments or distributions to the holders of the
Senior Indebtedness of any cash, property or securities to which the Holders of
Securities or the Trustee would be entitled except for the provisions of this
Article, and no payment over pursuant to the provisions of this Article to the
holders of Senior Indebtedness by Holders of the Securities or the Trustee,
shall, as among the Issuer, its creditors other than holders of Senior
Indebtedness, and the Holders of Securities, be deemed to be a payment or
distribution by the Issuer to or on account of the Senior Indebtedness; and no
payments or distributions to the Holders of Securities of any cash, property or
securities pursuant to the provisions of this Article, which would otherwise
have been paid to the holders of Senior Indebtedness shall be deemed to be a
payment by the Issuer to or for the account of the Securities.

     Section 13.5   Provisions Solely to Define Relative Rights.  The provisions
                    -------------------------------------------
of this Article are and are intended solely for the purpose of defining the
relative rights of the Holders of Securities on the one hand and the holders of
Senior Indebtedness on the other hand.  Nothing contained in this Article or
elsewhere in this Indenture or in the Securities is intended to or shall (a)
impair, as between the Issuer and the Holders of Securities, the obligations of
the Issuer, which are absolute and unconditional, to pay to the Holders of
Securities the principal of (and premium, if any) and interest on the Securities
as and when the same shall become due and payable in accordance with their
terms; or (b) affect the relative rights against the Issuer of the Holders of
Securities and creditors of the Issuer other than their rights in relation to
the holders of Senior Indebtedness, or (c) prevent the Trustee or the Holder of
any 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 of the holders of
Senior Indebtedness to receive cash, property and securities otherwise payable
or deliverable to the Trustee or such Holder.

     Section 13.6   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 and
appoints the Trustee his or her attorney-in-fact for any and all such purposes.

     Section 13.7   No Waiver of Subordination Provisions.  No right of any
                    -------------------------------------
present or future holder of any Senior Indebtedness 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 Issuer or by any act or failure to act,
in good faith, by any such holder, or by any noncompliance by the Issuer 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.

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<PAGE>

     Without in any way limiting the generality of the immediately preceding
paragraph, the holders of Senior Indebtedness may, at any time and from time to
time, without the consent of or notice to the Trustee or the Holders of
Securities of any series, without incurring responsibility to such Holders of
Securities and without impairing or releasing the subordination provided in this
Article or the obligations hereunder of such Holders of Securities to the
holders of Senior Indebtedness, do any one or more of the following: (i) change
the manner, place or terms of payment or extend the time of payment of, or renew
or alter, Senior Indebtedness , or otherwise amend or supplement in any manner
Senior Indebtedness or any instrument evidencing the same or any agreement under
which Senior Indebtedness is outstanding; (ii) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness; (iii) release any Person liable in any manner for the collection
of Senior Indebtedness; and (iv) exercise or refrain from exercising any rights
against the Issuer and any other Person.

     Section 13.8   Notice to Trustee.  The Issuer shall give prompt written
                    -----------------
notice to the Trustee of any fact known to the Issuer that would prohibit the
making of any payment to or by the Trustee in respect of the Securities.
Notwithstanding the provisions of this Article 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 the Trustee shall have received
written notice thereof from the Issuer or a holder of Senior Indebtedness or
from any trustee, agent or representative therefor; provided, however, that if
the Trustee shall not have received the notice provided for in this Section 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 premium, if any, on) or 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.

     Subject to the provisions of Section 6.1, 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 Indebtedness (or a trustee of attorney-in-
fact therefor) to establish that such notice has been given by a holder of
Senior Indebtedness (or a trustee or attorney-in-fact thereof).  In the event
that the Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a holder of Senior Indebtedness to
participate in any payment or distribution pursuant to this Article, the Trustee
may request such Person to furnish evidence to the reasonable satisfaction of
the Trustee as to the amount of Senior Indebtedness held by such Person, the
extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person under
this Article, 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 13.9   Reliance on Judicial Order or Certificate of Liquidating
                    --------------------------------------------------------
Agent.  Upon any payment or distribution of assets of the Issuer referred to in
-----
this Article, the Trustee, subject to the provisions of Section 6.1, and the
Holders of Securities shall be entitled to rely upon any order or decree entered
by any court of competent jurisdiction in which such Proceeding is pending, or a

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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 Indebtedness and
other indebtedness of the Issuer, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article.

     Section 13.10  Trustee Not Fiduciary for Holders of Senior Indebtedness.
                    --------------------------------------------------------
The Trustee, in its capacity as trustee under this Indenture, shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness 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 Issuer or to any other Person
cash, property or securities to which any holders of Senior Indebtedness shall
be entitled by virtue of this Article or otherwise.

     Section 13.11  Rights of Trustee as Holder of Senior Indebtedness;
                    ---------------------------------------------------
Preservation of Trustee's Rights.  The Trustee in its individual capacity shall
--------------------------------
be entitled to all the rights set forth in this Article with respect to any
Senior Indebtedness that may at any time be held by it, to the same extent as
any other holder of Senior Indebtedness, and nothing in this Indenture shall
deprive the Trustee of any of its rights as such holder.

     Section 13.12  Article Applicable to Paying Agents.  If at any time any
                    -----------------------------------
paying agent other than the Trustee shall have been appointed by the Issuer and
be then acting hereunder, the term "Trustee" as used in this Article 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 in addition to or in
place of the Trustee.

                            (signature page follows)

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

                              TORCHMARK CORPORATION


                              By: /s/ Michael J. Klyce
                                 --------------------------------------
                                    Name: Michael J. Klyce
                                         ------------------------------
                                    Title: Vice President and Treasurer
                                          -----------------------------


                              THE BANK OF NEW YORK
                              as Trustee


                              By: /s/ Robert A Massimillo
                                 --------------------------------------
                                    Name: Robert A. Massimillo
                                         ------------------------------
                                    Title: Vice President
                                          -----------------------------




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