<PAGE>   1
                                                                     Exhibit 4.1

           [FORM OF SENIOR DEBT SECURITIES INDENTURE OF THE COMPANY]


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





                             POGO PRODUCING COMPANY

                                   as Issuer

                                      and

                              THE BANK OF NEW YORK

                                   as Trustee

                              ___________________

                                   Indenture

                        Dated as of _____________, 2001


                              ___________________

                                Debt Securities





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



<PAGE>   2


                             POGO PRODUCING COMPANY

           Reconciliation and tie between Trust Indenture Act of 1939
                and Indenture, dated as of ___________ __, ____

                             ______________________


<TABLE>
<CAPTION>


      SECTION OF
    TRUST INDENTURE                                                 SECTION(S) OF
      ACT OF 1939                                                     INDENTURE
    ---------------                                                 -------------

<S>            <C>                                                  <C>

(section) 310    (a)(1)                                             7.10
                 (a)(2)                                             7.10
                 (a)(3)                                             Not Applicable
                 (a)(4)                                             Not Applicable
                 (a)(5)                                             7.10
                 (b)                                                7.08, 7.10
(section) 311    (a)                                                7.11
                 (b)                                                7.11
                 (c)                                                Not Applicable
(section) 312    (a)                                                2.07
                 (b)                                                10.03
                 (c)                                                10.03
(section) 313    (a)                                                7.06
                 (b)                                                7.06
                 (c)                                                7.06
                 (d)                                                7.06
(section) 314    (a)                                                4.03, 4.04
                 (b)                                                Not Applicable
                 (c)(1)                                             10.04
                 (c)(2)                                             10.04
                 (c)(3)                                             Not Applicable
                 (d)                                                Not Applicable
                 (e)                                                10.05
(section) 315    (a)                                                7.01(b)
                 (b)                                                7.05
                 (c)                                                7.01(a)
                 (d)                                                7.01(c)
                 (d)(1)                                             7.01(c)(1)
                 (d)(2)                                             7.01(c)(2)
                 (d)(3)                                             7.01(c)(3)
                 (e)                                                6.11
(section) 316    (a)(1)(A)                                          6.05
                 (a)(1)(B)                                          6.04
                 (a)(2)                                             Not Applicable
                 (a)(last sentence)                                 2.11
                 (b)                                                6.07
(section) 317    (a)(1)                                             6.08
                 (a)(2)                                             6.09
                 (b)                                                2.06
(section) 318    (a)                                                10.01

</TABLE>

[FN]

Note:     This reconciliation and tie shall not, for any purpose, be deemed to
          be a part of the Indenture.

</FN>

<PAGE>   3




                               TABLE OF CONTENTS

<TABLE>

<S>                <C>                                                       <C>

ARTICLE I        DEFINITIONS AND INCORPORATION BY REFERENCE                   1
  SECTION 1.01   Definitions                                                  1
  SECTION 1.02   Other Definitions                                            5
  SECTION 1.03   Incorporation by Reference of Trust Indenture Act            5
  SECTION 1.04   Rules of Construction                                        6

ARTICLE II       THE SECURITIES                                               6
  SECTION 2.01   Amount Unlimited; Issuable in Series                         6
  SECTION 2.02   Denominations                                                9
  SECTION 2.03   Forms Generally                                              9
  SECTION 2.04   Execution, Authentication, Delivery and Dating              10
  SECTION 2.05   Registrar and Paying Agent                                  12
  SECTION 2.06   Paying Agent to Hold Money in Trust                         12
  SECTION 2.07   Holder Lists                                                12
  SECTION 2.08   Transfer and Exchange                                       13
  SECTION 2.09   Replacement Securities                                      13
  SECTION 2.10   Outstanding Securities                                      14
  SECTION 2.11   Original Issue Discount, Foreign-Denominated and
                   Treasury Securities                                       14
  SECTION 2.12   Temporary Securities                                        15
  SECTION 2.13   Cancellation                                                15
  SECTION 2.14   Payments; Defaulted Interest                                15
  SECTION 2.15   Persons Deemed Owners                                       16
  SECTION 2.16   Computation of Interest                                     16
  SECTION 2.17   Global Securities; Book-Entry Provisions                    16

ARTICLE III      REDEMPTION                                                  18
  SECTION 3.01   Applicability of Article                                    18
  SECTION 3.02   Notice to the Trustee                                       18
  SECTION 3.03   Selection of Securities To Be Redeemed                      18
  SECTION 3.04   Notice of Redemption                                        19
  SECTION 3.05   Effect of Notice of Redemption                              20
  SECTION 3.06   Deposit of Redemption Price                                 20
  SECTION 3.07   Securities Redeemed or Purchased in Part                    20
  SECTION 3.08   Purchase of Securities                                      21
  SECTION 3.09   Mandatory and Optional Sinking Funds                        21
  SECTION 3.10   Satisfaction of Sinking Fund Payments with Securities       21
  SECTION 3.11   Redemption of Securities for Sinking Fund                   22

ARTICLE IV       COVENANTS                                                   22
  SECTION 4.01   Payment of Securities                                       22
  SECTION 4.02   Maintenance of Office or Agency                             23
  SECTION 4.03   SEC Reports; Financial Statements                           23
  SECTION 4.04   Compliance Certificate                                      24
  SECTION 4.05   Corporate Existence                                         24
  SECTION 4.06   Waiver of Stay, Extension or Usury Laws                     24
  SECTION 4.07   Additional Amounts                                          25

</TABLE>

                                      -i-
<PAGE>   4

<TABLE>

<S>              <C>                                                        <C>
ARTICLE V        SUCCESSORS                                                  25
  SECTION 5.01   Limitations on Mergers and Consolidations                   25
  SECTION 5.02   Successor Person Substituted                                26

ARTICLE VI       DEFAULTS AND REMEDIES                                       26
  SECTION 6.01   Events of Default                                           26
  SECTION 6.02   Acceleration                                                29
  SECTION 6.03   Other Remedies                                              29
  SECTION 6.04   Waiver of Existing Defaults                                 30
  SECTION 6.05   Control by Majority                                         30
  SECTION 6.06   Limitations on Suits                                        30
  SECTION 6.07   Rights of Holders to Receive Payment                        31
  SECTION 6.08   Collection Suit by Trustee                                  31
  SECTION 6.09   Trustee May File Proofs of Claim                            32
  SECTION 6.10   Priorities                                                  32
  SECTION 6.11   Undertaking for Costs                                       33

ARTICLE VII      TRUSTEE                                                     33
  SECTION 7.01   Duties of Trustee                                           33
  SECTION 7.02   Rights of Trustee                                           34
  SECTION 7.03   May Hold Securities                                         35
  SECTION 7.04   Trustee's Disclaimer                                        35
  SECTION 7.05   Notice of Defaults                                          35
  SECTION 7.06   Reports by Trustee to Holders                               36
  SECTION 7.07   Compensation and Indemnity                                  36
  SECTION 7.08   Replacement of Trustee                                      37
  SECTION 7.09   Successor Trustee by Merger, etc.                           38
  SECTION 7.10   Eligibility; Disqualification                               39
  SECTION 7.11   Preferential Collection of Claims Against Company           39

ARTICLE VIII     DISCHARGE OF INDENTURE                                      39
  SECTION 8.01   Termination of Company's Obligations                        39
  SECTION 8.02   Application of Trust Money                                  43
  SECTION 8.03   Repayment to Company                                        43
  SECTION 8.04   Reinstatement                                               43

ARTICLE IX       SUPPLEMENTAL INDENTURES AND AMENDMENTS                      44
  SECTION 9.01   Without Consent of Holders                                  44
  SECTION 9.02   With Consent of Holders                                     45
  SECTION 9.03   Compliance with Trust Indenture Act                         47
  SECTION 9.04   Revocation and Effect of Consents                           47
  SECTION 9.05   Notation on or Exchange of Securities                       48
  SECTION 9.06   Trustee to Sign Amendments, etc.                            48

ARTICLE X        MISCELLANEOUS                                               48
  SECTION 10.01  Trust Indenture Act Controls                                48
  SECTION 10.02  Notices                                                     48
  SECTION 10.03  Communication by Holders with Other Holders                 49
  SECTION 10.04  Certificate and Opinion as to Conditions Precedent          50
</TABLE>

                                      -ii-
<PAGE>   5

<TABLE>

  <S>             <C>                                                       <C>
  SECTION 10.05  Statements Required in Certificate or Opinion               50
  SECTION 10.06  Rules by Trustee and Agents                                 50
  SECTION 10.07  Legal Holidays                                              51
  SECTION 10.08  No Recourse Against Others                                  51
  SECTION 10.09  Governing Law                                               51
  SECTION 10.10  No Adverse Interpretation of Other Agreements               51
  SECTION 10.11  Successors                                                  51
  SECTION 10.12  Severability                                                52
  SECTION 10.13  Counterpart Originals                                       52
  SECTION 10.14  Table of Contents, Headings, etc.                           52

</TABLE>


                                     -iii-






<PAGE>   6


     INDENTURE dated as of _____________ ______, _________ between Pogo
Producing Company, a Delaware corporation (the "Company"), and The Bank of New
York, as trustee (the "Trustee").

     Each party agrees as follows for the benefit of the other party and for the
equal and ratable benefit of the Holders of the Company's unsecured debentures,
notes or other evidences of indebtedness (the "Securities") to be issued from
time to time in one or more series as provided in this Indenture:

                                   ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01  Definitions.

     "Additional Amounts" means any additional amounts required by the express
terms of a Security or by or pursuant to a Board Resolution, under circumstances
specified therein or pursuant thereto, to be paid by the Company with respect to
certain taxes, assessments or other governmental charges imposed on certain
Holders and that are owing to such Holders.

     "Affiliate" means, with respect to any specified Person, any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control," when used with respect to any Person, means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing. For
purposes of this definition, beneficial ownership of 10% or more of the voting
common equity (on a fully diluted basis) or options or warrants to purchase such
equity (but only if exercisable at the date of determination or within 60 days
thereof) of a Person shall be deemed to constitute control of such Person. No
Person shall be deemed an Affiliate of an oil and gas royalty trust solely by
virtue of ownership of units of beneficial interest in such trust.

     "Agent" means any Registrar or Paying Agent.

     "Bankruptcy Law" means Title 11 of the United States Code or any similar
federal, state or foreign law for the relief of debtors.

     "Board of Directors" means the Board of Directors of the Company, or any
committee of such Board duly authorized, with respect to any particular matter,
to act by or on behalf of the Board of Directors of the Company.

     "Board Resolution" means a copy of one or more resolutions certified by the
Secretary or an Assistant Secretary of the Company 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 that is not a Legal Holiday.

     "Capital Stock" means, with respect to any Person, any and all shares,
interests, participations, rights in or other equivalents in the equity
interests (however designated) in such Person, and any rights (other than debt
securities convertible into an equity interest), warrants or


<PAGE>   7
options exercisable for, exchangeable for or convertible into such an equity
interest in such Person.

     "Company" means the Person named as the "Company" in the first paragraph of
this instrument until a successor corporation shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor corporation; provided, however, that for purposes of any
provision contained herein which is required by the TIA, "Company" shall also
mean each other obligor (if any) on the Securities of a series.

     "Company Order" and "Company Request" mean, respectively, a written order
or request signed in the name of the Company by two Officers of the Company, and
delivered to the Trustee.

     "Corporate Trust Administration Office" of the Trustee means the office of
the Trustee located at 101 Barclay Street, 21st Floor, New York, New York 10286,
and as may be located at such other address as the Trustee may give notice to
the Company.

     "Default" means any event, act or condition that is, or after notice or the
passage of time or both would be, an Event of Default.

     "Depositary" means, with respect to the Securities of any series issuable
or issued in whole or in part in global form, the Person specified pursuant to
Section 2.01 hereof as the initial Depositary with respect to the Securities of
such series, until a successor shall have been appointed and become such
pursuant to the applicable provision of this Indenture, and thereafter
"Depositary" shall mean or include such successor.

     "Dollar" or "$" means a dollar or other equivalent unit in such coin or
currency of the United States as at the time shall be legal tender for the
payment of public and private debt.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
any successor statute.

     "GAAP" means generally accepted accounting principles in the United States
set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States, as in effect from time to time.

     "Global Security" means a Security in the form prescribed by Section 2.03
that is issued in global form in the name of the Depositary with respect thereto
or its nominee.

     "Government Obligations" means, with respect to a series of Securities,
direct obligations of the government that issues the currency in which the
Securities of the series are payable for the payment of which the full faith and
credit of such government is pledged, or obligations of a person controlled or
supervised by and acting as an agency or instrumentality of such government, the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by such government.

                                      -2-

<PAGE>   8
     "Holder" means a Person in whose name a Security is registered.

     "Indenture" means this Indenture as amended or supplemented from time to
time, and includes the terms of a particular series of Securities established as
contemplated by Section 2.01.

     "interest" means, with respect to an Original Issue Discount Security that
by its terms bears interest only after Maturity, interest payable after
Maturity.

     "Interest Payment Date," when used with respect to any Security, shall have
the meaning assigned to such term in the Security as contemplated by Section
2.01.

     "Issue Date" means, with respect to Securities of a series, the date on
which the Securities of such series are originally issued under this Indenture.

     "Legal Holiday" means (i) a Saturday, (ii) a Sunday or (iii) a day on which
banking institutions in any of The City of New York, New York, Boston,
Massachusetts, Houston, Texas or a Place of Payment are authorized or obligated
by law, regulation or executive order to remain closed.

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

     "Officer" means the Chairman of the Board, the President, any Vice Chairman
of the Board, any Vice President, the chief financial officer, the Treasurer,
any Assistant Treasurer, the Controller, the Secretary or any Assistant
Secretary of a Person.

     "Officers' Certificate" means a certificate signed by two Officers of a
Person.

     "Opinion of Counsel" means a written opinion from legal counsel who is
reasonably acceptable to the Trustee. Such counsel may be an employee of or
counsel to the Company or the Trustee.

     "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 6.02.

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

     "Place of Payment" means, with respect to the Securities of any series, the
place or places where the principal of, premium (if any) on and interest on the
Securities of that series are payable as specified in accordance with Section
2.01 subject to the provisions of Section 4.02.


                                      -3-

<PAGE>   9
     "principal" of a Security means the principal of the Security plus, when
appropriate, the premium, if any, on the Security.

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

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

     "Rule 144A Securities" means Securities of a series designated pursuant to
Section 2.01 as entitled to the benefits of Section 4.03(b).

     "SEC" means the Securities and Exchange Commission.

     "Securities" has the meaning stated in the preamble of this Indenture and
more particularly means any Securities authenticated and delivered under this
Indenture.

     "Security Custodian" means, with respect to Securities of a series, the
Trustee for Securities of such series, as custodian with respect to the
Securities of such series issued in global form, or any successor entity
thereto.

     "Stated Maturity" means, when used with respect to any Security or any
installment of principal thereof or interest thereon, the date specified in such
Security as the fixed date on which the principal of such Security or such
installment of principal or interest is due and payable.

     "Subsidiary" means, with respect to any Person, a corporation, partnership,
limited liability company, association or other business entity a majority of
whose Voting Stock is at the time, directly or indirectly, owned by such Person,
by one or more Subsidiaries of such Person or by such Person and one or more
Subsidiaries thereof. For purposes of the foregoing definition, an arrangement
by which a Person who owns an interest in an oil and gas property is subject to
a joint operating agreement, processing agreement, net profits interest,
overriding royalty interest, farmout agreement, development agreement, area of
mutual interest agreement, joint bidding agreement, unitization agreement,
pooling arrangement or other similar agreement or arrangement shall not, in and
of itself, be considered a Subsidiary.

     "TIA" means the Trust Indenture Act of 1939, as amended (15 U.S.C.
(sections) 77aaa-77bbbb), as in effect on the date hereof.

     "Trust Officer" means any officer or assistant officer of the Trustee
assigned by the Trustee to administer its corporate trust matters.

     "Trustee" means the Person, not in its individual capacity but solely as
Trustee, named as such above until a successor replaces it in accordance with
the applicable provisions of this Indenture, and thereafter "Trustee" means 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
means the Trustee with respect to Securities of that series.


                                      -4-

<PAGE>   10
     "United States" means the United States of America (including the States
and the District of Columbia) and its "possessions," which include Puerto Rico,
the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern
Mariana Islands.

     "United States Alien" means any Person who, for United States federal
income tax purposes, is a foreign corporation, a nonresident alien individual, a
nonresident alien or foreign fiduciary of an estate or trust, or a foreign
partnership.

     "U.S. Government Obligations" means Government Obligations with respect to
Securities payable in Dollars.

     "Voting Stock" means any class or classes of Capital Stock pursuant to
which the holders thereof have the general voting power under ordinary
circumstances to vote in the election of the board of directors, managers or
trustees of any Person (irrespective of whether or not, at the time, Capital
Stock of any other class or classes shall have, or might have, voting power by
reason of the happening of any contingency).

SECTION 1.02  Other Definitions.

<TABLE>
<CAPTION>

                                                                                                       DEFINED
       TERM                                                                                          IN SECTION
       ----                                                                                          ----------
<S>                                                                                                  <C>

"Bankruptcy Custodian"                                                                                  6.01
"covenant defeasance"                                                                                   8.01
"Conversion Event"                                                                                      6.01
"Event of Default"                                                                                      6.01
"Exchange Rate"                                                                                         2.11
"Judgment Currency"                                                                                     6.10
"legal defeasance"                                                                                      8.01
"mandatory sinking fund payment"                                                                        3.09
"optional sinking fund payment"                                                                         3.09
"Paying Agent"                                                                                          2.05
"Registrar"                                                                                             2.05
"Required Currency"                                                                                     6.10
"Successor"                                                                                             5.01

</TABLE>


SECTION 1.03  Incorporation by Reference of Trust Indenture Act.

     Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

     "Commission" means the SEC.

     "indenture securities" means the Securities.

     "indenture security holder" means a Holder.


                                      -5-


<PAGE>   11
     "indenture to be qualified" means this Indenture.

     "indenture trustee" or "institutional trustee" means the Trustee.

     "obligor" on the indenture securities means the Company or any other
obligor on the Securities.

     All terms used in this Indenture that are defined by the TIA, defined by
a TIA reference to another statute or defined by an SEC rule under the TIA have
the meanings so assigned to them.

SECTION 1.04   Rules of Construction.

          Unless the context otherwise requires:

          (1)  a term has the meaning assigned to it;

          (2)  an accounting term not otherwise defined has the meaning assigned
     to it in accordance with GAAP;

          (3)  "or" is not exclusive;

          (4)  words in the singular include the plural, and in the plural
     include the singular;

          (5)  provisions apply to successive events and transactions; and

          (6)  all references in this Agreement to Articles and Sections are
     references to the corresponding Articles and Sections in and of this
     Indenture.

                                   ARTICLE II
                                 THE SECURITIES

SECTION 2.01   Amount Unlimited; Issuable in Series.

     The aggregate principal amount of Securities that 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 a Board Resolution, and set forth in an Officers'
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of any series:

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

          (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 2.08, 2.09, 2.12, 3.07
     or 9.05);

                                      -6-


<PAGE>   12
          (3)   whether any Securities of the series are to be issuable
     initially in temporary global form and whether any Securities of the series
     are to be issuable in permanent global form, as Global Securities or
     otherwise, and, if so, whether beneficial owners of interests in any such
     Global Security may exchange such interests for Securities of such series
     and of like tenor of any authorized form and denomination and the
     circumstances under which any such exchanges may occur, if other than in
     the manner provided in Section 2.17, and the initial Depositary for any
     Global Security or Securities of such series;

          (4)   the manner in which any interest payable on a temporary
     Global Security on any Interest Payment Date will be paid if other than in
     the manner provided in Section 2.14;

          (5)   the date or dates on which the principal of (and premium, if
     any, on) the Securities of the series is payable or the method of
     determination thereof;

          (6)   the rate or rates, or the method of determination
     thereof, at which the Securities of the series shall bear interest, if any,
     whether and under what circumstances Additional Amounts with respect to
     such Securities shall be payable, the date or dates from which such
     interest shall accrue, the Interest Payment Dates on which such interest
     shall be payable and the record date for the interest payable on any
     Securities on any Interest Payment Date, or if other than provided herein,
     the Person to whom any interest on Securities of the series shall be
     payable;

          (7)   the place or places where, subject to the provisions of
     Section 4.02, the principal, premium (if any), interest and any Additional
     Amounts with respect to the Securities of the series shall be payable;

          (8)   the period or periods within which, the price or prices
     (whether denominated in cash, securities or otherwise) at which and the
     terms and conditions upon which Securities of the series may be redeemed,
     in whole or in part, at the option of the Company, if the Company is to
     have that option, and the manner in which the Company must exercise any
     such option, if different from those set forth herein;

          (9)   the obligation, if any, of the Company to redeem,
     purchase or repay Securities of the series pursuant to any sinking fund or
     analogous provisions or at the option of a Holder thereof and the period or
     periods within which, the price or prices (whether denominated in cash,
     securities or otherwise) at which and the terms and conditions upon which
     Securities of the series shall be redeemed, purchased or repaid in whole or
     in part pursuant to such obligation;

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

          (11)  if other than Dollars, the currency or currencies
     (including composite currencies) or the form, including equity securities,
     other debt securities (including Securities), warrants or any other
     securities or property of the Company or any other

                                      -7-

<PAGE>   13
     Person, in which payment of the principal, premium (if any), interest and
     any Additional Amounts with respect to the Securities of the series shall
     be payable;

          (12)  if the principal of, premium (if any) or interest on or
     any Additional Amounts with respect to the Securities of the series are to
     be payable, at the election of the Company or a Holder thereof, in a
     currency or currencies (including composite currencies) other than that in
     which the Securities are stated to be payable, the currency or currencies
     (including composite currencies) in which payment of the principal, premium
     (if any), interest and any Additional Amounts with respect to Securities of
     such series as to which such election is made shall be payable, and the
     periods within which and the terms and conditions upon which such election
     is to be made;

          (13)  if the amount of payments of principal, premium (if any),
     interest and any Additional Amounts with respect to the Securities of the
     series may be determined with reference to any commodities, currencies or
     indices, values, rates or prices or any other index or formula, the manner
     in which such amounts shall be determined;

          (14)  if other than the entire principal amount thereof, the
     portion of the principal amount of Securities of the series that shall be
     payable upon declaration of acceleration of the Maturity thereof pursuant
     to Section 6.02;

          (15)  any additional means of satisfaction and discharge of
     this Indenture and any additional conditions or limitations to discharge
     with respect to Securities of the series pursuant to Article VIII or any
     modifications of or deletions from such conditions or limitations;

          (16)  any deletions or modifications of or additions to the Events of
     Default set forth in Section 6.01 or covenants of the Company set forth in
     Article IV pertaining to the Securities of the series;

          (17)  any restrictions or other provisions with respect to the
     transfer or exchange of Securities of the series, which may amend,
     supplement, modify or supersede those contained in this Article II;

          (18)  if the Securities of the series are to be convertible
     into or exchangeable for capital stock, other debt securities (including
     Securities), warrants, other equity securities or any other securities or
     property of the Company or any other Person, at the option of the Company
     or the Holder or upon the occurrence of any condition or event, the terms
     and conditions for such conversion or exchange;

          (19)  if the Securities of the series are to be entitled to the
     benefit of Section 4.03(b) (and accordingly constitute Rule 144A
     Securities); and

          (20)  any other terms of the series (which terms shall not be
     prohibited by the provisions of this Indenture).

     All Securities of any one series shall be substantially identical except
as to denomination and except as may otherwise be provided in or pursuant to
the Board Resolution

                                      -8-

<PAGE>   14
referred to above and (subject to Section 2.03) set forth, or determined in the
manner provided, in the Officers' Certificate referred to above or in any such
indenture supplemental hereto.

     If any of the terms of the series are established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action together
with such Board Resolution shall be set forth in an Officers' Certificate or
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

SECTION 2.02   Denominations.

     The Securities of each series shall be issuable in such denominations as
shall be specified as contemplated by Section 2.01. In the absence of any such
provisions with respect to the Securities of any series, the Securities of such
series denominated in Dollars shall be issuable in denominations of $1,000 and
any integral multiples thereof.

SECTION 2.03   Forms Generally.

     The Securities of each series shall be in fully registered form and in
substantially such form or forms (including temporary or permanent global form)
established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto. The Securities may have notations, legends or endorsements
required by law, securities exchange rule, automated quotation system rule, the
Company's certificate of incorporation, bylaws or other similar governing
documents, agreements to which the Company is subject, if any, or usage
(provided that any such notation, legend or endorsement is in a form acceptable
to the Company). A copy of the Board Resolution establishing the form or forms
of Securities of any series shall be delivered to the Trustee at or prior to the
delivery of the Company Order contemplated by Section 2.04 for the
authentication and delivery of such Securities.

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

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

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

                                        THE BANK OF NEW YORK,
                                             as Trustee


                                        By:____________________________________
                                             Authorized Officer".

                                      -9-


<PAGE>   15
SECTION 2.04   Execution, Authentication, Delivery and Dating.

     Two Officers of the Company shall sign the Securities on behalf of the
Company by manual or facsimile signature.

     If an Officer of the Company whose signature is on a Security no longer
holds that office at the time the Security is authenticated, the Security shall
be valid nevertheless.

     A Security shall not be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose until authenticated by the manual signature
of an authorized signatory of the Trustee, which signature shall be conclusive
evidence that the Security has been authenticated under this Indenture.
Notwithstanding the foregoing, if any Security has been authenticated and
delivered hereunder but never issued and sold by the Company, and the Company
delivers such Security to the Trustee for cancellation as provided in
Section 2.13 together with a written statement (which need not comply with
Section 10.05 and need not be accompanied by an Opinion of Counsel) stating that
such Security has never been issued and sold by the Company, for all purposes of
this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this
Indenture.

     The Trustee shall authenticate and deliver Securities of a series for
original issue upon a Company Order for the authentication and delivery of such
Securities or pursuant to such procedures acceptable to the Trustee as may be
specified from time to time by Company Order. Such order shall specify the
amount of the Securities to be authenticated, the date on which the original
issue of Securities is to be authenticated, the name or names of the initial
Holder or Holders and any other terms of the Securities of such series not
otherwise determined. If provided for in such procedures, such Company Order may
authorize (1) authentication and delivery of Securities of such series for
original issue from time to time, with certain terms (including, without
limitation, the Maturity dates or dates, original issue date or dates and
interest rate or rates) that differ from Security to Security and (2) may
authorize authentication and delivery pursuant to oral or electronic
instructions from the Company or its duly authorized agent, which instructions
shall be promptly confirmed in writing.

     If the form or terms of the Securities of the series have been established
in or pursuant to one or more Board Resolutions as permitted by Section 2.01, 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 addition to the Company Order referred to above and the
other documents required by Section 10.04), and (subject to Section 7.01) shall
be fully protected in relying upon,

          (a)  an Officers' Certificate setting forth the Board
     Resolution and, if applicable, an appropriate record of any action taken
     pursuant thereto, as contemplated by the last paragraph of Section 2.01;
     and

          (b)  an Opinion of Counsel to the effect that:

                                      -10-

<PAGE>   16
               (i)     if the form of such Securities has been established by or
                       pursuant to Board Resolution, as is permitted by Section
                       2.01, that such form has been established in conformity
                       with the provisions of this Indenture;

               (ii)    if the terms of such Securities have been established by
                       or pursuant to Board Resolution, as is permitted by
                       Section 2.01, that such terms have been established in
                       conformity with the provisions of this Indenture; and

               (iii)   that such Securities, when authenticated and delivered by
                       the Trustee and issued by the Company in the manner and
                       subject to any conditions specified in such Opinion of
                       Counsel, will constitute valid and binding obligations of
                       the Company, enforceable against the Company in
                       accordance with their terms, except as the enforceability
                       thereof may be limited by applicable bankruptcy,
                       insolvency, reorganization, moratorium, fraudulent
                       conveyance or other similar laws in effect from time to
                       time affecting the rights of creditors generally, and the
                       application of general principles of equity (regardless
                       of whether such enforceability is considered in a
                       proceeding in equity or at law).

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

     The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Securities. Unless limited by the terms of such appointment, an
authenticating agent may authenticate Securities whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as an
Agent to deal with the Company or an Affiliate of the Company.

     Each Security shall be dated the date of its authentication.

SECTION 2.05  Registrar and Paying Agent.

     The Company shall maintain an office or agency for each series of
Securities where Securities of such series may be presented for registration of
transfer or exchange ("Registrar") and an office or agency where Securities of
such series may be presented for payment ("Paying Agent"). The Registrar shall
keep a register of the Securities of such series and of their transfer and
exchange. The Company may appoint one or more co-registrars and one or more
additional paying agents. The term "Registrar" includes any co-registrar and the
term "Paying Agent" includes any additional paying agent.

     The Company shall enter into an appropriate agency agreement with any
Registrar or Paying Agent not a party to this Indenture. The agreement shall
implement the provisions of this Indenture that relate to such Agent. The
Company shall notify the Trustee of the name and address of any Agent not a
party to this Indenture. The Company may change any Paying Agent or Registrar
without notice to any Holder. If the Company fails to appoint or maintain
another entity as Registrar or Paying Agent, the Trustee shall act as such. The
Company or any of its Subsidiaries may act as Paying Agent or Registrar.


                                      -11-
<PAGE>   17
     The Company initially appoints the Trustee as Registrar and Paying Agent.

SECTION 2.06  Paying Agent to Hold Money in Trust.

     The Company shall require each Paying Agent other than the Trustee to agree
in writing that the Paying Agent will hold in trust for the benefit of Holders
or the Trustee all money held by the Paying Agent for the payment of principal
of, premium, if any, or interest on or any Additional Amounts with respect to
Securities and will notify the Trustee of any default by the Company in making
any such payment. While any such default continues, the Trustee may require a
Paying Agent to pay all money held by it to the Trustee and to account for any
funds disbursed. The Company at any time may require a Paying Agent to pay all
money held by it to the Trustee and to account for any funds disbursed. Upon
payment over to the Trustee and upon accounting for any funds disbursed, the
Paying Agent (if other than the Company or a Subsidiary of the Company) shall
have no further liability for the money. If the Company or a Subsidiary of the
Company acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of the Holders all money held by it as Paying Agent. Each
Paying Agent shall otherwise comply with TIA (section) 317(b).

SECTION 2.07  Holder Lists.

     The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Holders and shall otherwise comply with TIA (section) 312(a). If the Trustee is
not the Registrar with respect to a series of Securities, the Company shall
furnish to the Trustee at least five Business Days before each Interest Payment
Date with respect to such series of Securities, and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Holders of such
series, and the Company shall otherwise comply with TIA (section) 312(a).

SECTION 2.08   Transfer and Exchange.

     Except as set forth in Section 2.17 or as may be provided pursuant to
Section 2.01:

     When Securities of any series are presented to the Registrar with the
request to register the transfer of such Securities or to exchange such
Securities for an equal principal amount of Securities of the same series of
like tenor and of other authorized denominations, the Registrar shall register
the transfer or make the exchange as requested if its requirements for such
transactions are met; provided, however, that the Securities presented or
surrendered for registration of transfer or exchange shall be duly endorsed or
accompanied by a written instruction of transfer in form reasonably satisfactory
to the Registrar duly executed by the Holder thereof or by his attorney, duly
authorized in writing, on which instruction the Registrar can rely.

     To permit registrations of transfers and exchanges, the Company shall
execute and the Trustee shall authenticate Securities at the Registrar's written
request and submission of the Securities or Global Securities. No service charge
shall be made to a Holder for any registration of transfer or exchange (except
as otherwise expressly permitted herein), but the

                                      -12-

<PAGE>   18
Company may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith (other than such
transfer tax or similar governmental charge payable upon exchanges pursuant to
Section 2.12, 3.07 or 9.05). The Trustee shall authenticate Securities in
accordance with the provisions of Section 2.04. Notwithstanding any other
provisions of this Indenture to the contrary, the Company shall not be required
to register the transfer or exchange of (a) any Security selected for redemption
in whole or in part pursuant to Article III, except the unredeemed portion of
any Security being redeemed in part or (b) any Security during the period
beginning 15 Business Days before the mailing of notice of any offer to
repurchase Securities of the series required pursuant to the terms thereof or of
redemption of Securities of a series to be redeemed and ending at the close of
business on the date of mailing.

SECTION 2.09  Replacement Securities.

     If any mutilated Security is surrendered to the Trustee, or if the Holder
of a Security claims that the Security has been destroyed, lost or stolen and
the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of such Security, the Company shall issue and the
Trustee shall authenticate a replacement Security of the same series if the
Trustee's requirements are met. If any such mutilated, destroyed, lost or stolen
Security has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay such Security. If
required by the Trustee or the Company, such Holder must furnish an indemnity
bond that is sufficient in the judgment of the Trustee and the Company to
protect the Company, the Trustee, any Agent or any authenticating agent from any
loss that any of them may suffer if a Security is replaced. The Company and the
Trustee may charge a Holder for their expenses in replacing a Security.

     Every replacement Security is an additional obligation of the Company.

SECTION 2.10  Outstanding Securities.

     The Securities outstanding at any time are all the Securities authenticated
by the Trustee except for those cancelled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Security effected by
the Trustee hereunder and those described in this Section 2.10 as not
outstanding.

     If a Security is replaced pursuant to Section 2.09, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

     If the principal amount of any Security is considered paid under Section
4.01, it ceases to be outstanding and interest on it ceases to accrue.

     A Security does not cease to be outstanding because the Company or an
Affiliate of the Company holds the Security.

                                      -13-
<PAGE>   19


SECTION 2.11  Original Issue Discount, Foreign-Denominated and Treasury
              Securities.

     In determining whether the Holders of the required principal amount of
Securities have concurred in any direction, amendment, supplement, waiver or
consent, (a) the principal amount of an Original Issue Discount Security shall
be the principal amount thereof that would be due and payable as of the date of
such determination upon acceleration of the Maturity thereof pursuant to Section
6.02, (b) the principal amount of a Security denominated in a foreign currency
shall be the Dollar equivalent, as determined by the Company by reference to the
noon buying rate in The City of New York for cable transfers for such currency,
as such rate is certified for customs purposes by the Federal Reserve Bank of
New York (the "Exchange Rate") on the date of original issuance of such
Security, of the principal amount (or, in the case of an Original Issue Discount
Security, the Dollar equivalent, as determined by the Company by reference to
the Exchange Rate on the date of original issuance of such Security, of the
amount determined as provided in (a) above), of such Security and (c) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded, except that, for
the purpose of determining whether the Trustee shall be protected in relying
upon any such direction, amendment, supplement, waiver or consent, only
Securities that the Trustee actually knows are so owned shall be so disregarded.

SECTION 2.12  Temporary Securities.

     Until definitive Securities of any series are ready for delivery, the
Company may prepare and the Trustee shall authenticate temporary Securities.
Temporary Securities shall be substantially in the form of definitive
Securities, but may have variations that the Company considers appropriate for
temporary Securities. Without unreasonable delay, the Company shall prepare and
the Trustee shall authenticate definitive Securities in exchange for temporary
Securities. Until so exchanged, the temporary Securities shall in all respects
be entitled to the same benefits under this Indenture as definitive Securities.

SECTION 2.13  Cancellation.

     The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Securities surrendered to them for registration of transfer, exchange,
payment or redemption or for credit against any sinking fund payment. The
Trustee shall cancel all Securities surrendered for registration of transfer,
exchange, payment, redemption, replacement or cancellation or for credit against
any sinking fund. Unless the Company shall direct in writing that cancelled
Securities be returned to it, after written notice to the Company all cancelled
Securities held by the Trustee shall be disposed of in accordance with the usual
disposal procedures of the Trustee, and the Trustee shall maintain a record of
their disposal. The Company may not issue new Securities to replace Securities
that have been paid or that have been delivered to the Trustee for cancellation.

SECTION 2.14  Payments; Defaulted Interest.

     The Company will pay interest on the Securities (except defaulted interest)
to the Persons who are registered Holders of Securities at the close of business
on the record date next

                                      -14-
<PAGE>   20
preceding the Interest Payment Date, even if such Securities are cancelled
after such record date and on or before such Interest Payment Date. The Holder
must surrender this Security to a Paying Agent to collect principal payments.
Unless otherwise provided with respect to the Securities of any series, the
Company will pay the principal of, premium (if any) and interest on and
Additional Amounts with respect to the Securities in Dollars. Such amounts shall
be payable at the offices of the Trustee, provided that at the option of the
Company, the Company may, however, pay such amounts (1) by wire transfer with
respect to Global Securities or (2) by check payable in such money mailed to a
Holder's registered address with respect to any Securities.

     If the Company defaults in a payment of interest on the Securities, it
shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest on the defaulted interest, in each case at the rate provided in
the Securities and in Section 4.01. The Company may pay the defaulted interest
to the Persons who are Holders on a subsequent special record date. At least 10
days before any special record date selected by the Company, the Company (or the
Trustee, in the name of and at the expense of the Company upon 15 days' prior
written notice from the Company setting forth such record date and the interest
amount to be paid) shall mail to Holders a notice that states the special record
date, the related payment date and the amount of such interest to be paid.

SECTION 2.15  Persons Deemed Owners.

     The Company, the Trustee, any Agent and any authenticating agent may treat
the Person in whose name any Security is registered as the owner of such
Security for the purpose of receiving payments of principal of, premium (if any)
or interest on, or any Additional Amounts with respect to such Security and for
all other purposes. None of the Company, the Trustee, any Agent or any
authenticating agent shall be affected by any notice to the contrary.

SECTION 2.16  Computation of Interest.

     Except as otherwise specified as contemplated by Section 2.01 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a year comprising twelve 30-day months.

SECTION 2.17  Global Securities; Book-Entry Provisions.

     If Securities of a series are issuable in global form as one or more Global
Securities, as contemplated by Section 2.01, then, notwithstanding clause (10)
of Section 2.01 and the provisions of Section 2.02, any such Global Security
shall represent such of the outstanding Securities of such series as shall be
specified therein and may provide that it shall represent the aggregate amount
of outstanding Securities from time to time endorsed thereon and that the
aggregate amount of outstanding Securities represented thereby may from time to
time be reduced to reflect exchanges. Any endorsement of a Global Security to
reflect the amount, or any increase or decrease in the amount, of outstanding
Securities represented thereby shall be made by the Trustee in such manner and
upon instructions given by such Person or Persons as shall be specified in such
Security or in a Company Order to be delivered to the Trustee pursuant to
Section 2.04. Subject to the provisions of Section 2.04 and, if applicable,
Section 2.12, the Trustee shall deliver and redeliver any Security in permanent
global form in the manner and

                                      -15-

<PAGE>   21
upon instructions given by the Person or Persons specified in such Security or
in the applicable Company Order. With respect to the Securities of any series
that are represented by a Global Security, the Company authorizes the execution
and delivery by the Trustee of a letter of representations or other similar
agreement or instrument in the form customarily provided for by the Depositary
appointed with respect to such Global Security. Any Global Security may be
deposited with the Depositary or its nominee, or may remain in the custody of
the Trustee pursuant to a FAST Balance Certificate Agreement or similar
agreement between the Trustee and the Depositary. If a Company Order has been,
or simultaneously is, delivered, any instructions by the Company with respect to
endorsement or delivery or redelivery of a Security in global form shall be in
writing but need not comply with Section 10.05 and need not be accompanied by an
Opinion of Counsel.

     Members of, or participants in, the Depositary ("Agent Members") shall have
no rights under this Indenture with respect to any Global Security held on their
behalf by the Depositary, or the Trustee as its custodian, or under such Global
Security and the Depositary may be treated by the Company, the Trustee and any
agent of the Company or the Trustee as the absolute owner of such Global
Security for all purposes whatsoever. Notwithstanding the foregoing, (i) the
registered holder of a Global Security may grant proxies and otherwise authorize
any Person, including Agent Members and Persons that may hold interests through
Agent Members, to take any action that a Holder is entitled to take under this
Indenture or the Securities and (ii) nothing herein shall prevent the Company,
the Trustee or any agent of the Company or the Trustee, from giving effect to
any written certification, proxy or other authorization furnished by the
Depositary or shall impair, as between the Depositary and its Agent Members, the
operation of customary practices governing the exercise of the rights of a
beneficial owner of any Security.

     Notwithstanding Section 2.08, and except as otherwise provided pursuant to
Section 2.01: Transfers of a Global Security shall be limited to transfers of
such Global Security in whole, but not in part, to the Depositary, its
successors or their respective nominees. Interests of beneficial owners in
a Global Security may be transferred in accordance with the rules and procedures
of the Depositary. Securities shall be transferred to all beneficial owners in
exchange for their beneficial interests in a Global Security if, and only if,
either (1) the Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for the Global Security and a successor Depositary is not
appointed by the Company within 90 days of such notice, (2) an Event of Default
has occurred with respect to such series and is continuing and the Registrar has
received a request from the Depositary to issue Securities in lieu of all or
a portion of the Global Security (in which case the Company shall deliver
Securities within 30 days of such request) or (3) the Company determines not to
have the Securities represented by a Global Security.

     In connection with any transfer of a portion of the beneficial interest in
a Global Security to beneficial owners pursuant to this Section 2.17, the
Registrar shall reflect on its books and records the date and a decrease in the
principal amount of the Global Security in an amount equal to the principal
amount of the beneficial interest in the Global Security to be transferred, and
the Company shall execute, and the Trustee upon receipt of a Company Order for
the authentication and delivery of Securities shall authenticate and deliver,
one or more Securities of the same series of like tenor and amount.

                                      -16-

<PAGE>   22
     In connection with the transfer of an entire Global Security to beneficial
owners pursuant to this Section 2.17, the Global Security shall be deemed to be
surrendered to the Trustee for cancellation, and the Company shall execute, and
the Trustee shall authenticate and deliver, to each beneficial owner identified
by the Depositary in exchange for its beneficial interest in the Global
Security, an equal aggregate principal amount of Securities of authorized
denominations.

     Neither the Company nor the Trustee will have any responsibility or
liability for any aspect of the records relating to, or payments made on account
of, Securities by the Depositary, or for maintaining, supervising or reviewing
any records of the Depositary relating to such Securities. Neither the Company
nor the Trustee shall be liable for any delay by the related Global Security
Holder or the Depositary in identifying the beneficial owners, and each such
Person may conclusively rely on, and shall be protected in relying on,
instructions from such Global Security Holder or the Depositary for all purposes
(including with respect to the registration and delivery, and the respective
principal amounts, of the Securities to be issued).

     The provisions of the last sentence of the third paragraph of Section 2.04
shall apply to any Global Security if such Global Security was never issued and
sold by the Company and the Company delivers to the Trustee the Global Security
together with written instructions (which need not comply with Section 10.05 and
need not be accompanied by an Opinion of Counsel) with regard to the
cancellation or reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of the third paragraph of Section 2.04.

     Notwithstanding the provisions of Sections 2.03 and 2.14, unless otherwise
specified as contemplated by Section 2.01, payment of principal of, premium (if
any) and interest on and any Additional Amounts with respect to any Global
Security shall be made to the Person or Persons specified therein.

                                  ARTICLE III
                                   REDEMPTION

SECTION 3.01   Applicability of Article.

     Securities of any series that are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 2.01 for Securities of any series) in
accordance with this Article III.

SECTION 3.02   Notice to the Trustee.

     If the Company elects to redeem Securities of any series pursuant to this
Indenture, it shall notify the Trustee of the Redemption Date and principal
amount of Securities of such series to be redeemed. The Company shall so notify
the Trustee at least 45 days before the Redemption Date (unless a shorter notice
shall be satisfactory to the Trustee) by delivering to the Trustee an Officers'
Certificate stating that such redemption will comply with the provisions of this
Indenture and of the Securities of such series. Any such notice may be cancelled
at any time prior to the mailing of such notice of such redemption to any Holder
and shall thereupon be void and of no effect.

                                      -17-


<PAGE>   23
SECTION 3.03   Selection of Securities To Be Redeemed.

     If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the outstanding Securities of
such series not previously called for redemption, pro rata, by lot or by such
other method as the Trustee shall deem fair and appropriate and that may provide
for the selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series or any integral multiple thereof) of
the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series or of the
principal amount of global Securities of such series.

     The Trustee shall promptly notify the Company and the Registrar in writing
of the Securities selected for redemption and, in the case of any Securities
selected for partial redemption, the principal amount thereof to be redeemed.

     For purposes of this Indenture, unless the context otherwise requires, all
provisions relating to redemption of Securities shall relate, in the case of any
of the Securities redeemed or to be redeemed only in part, to the portion of the
principal amount thereof which has been or is to be redeemed.

SECTION 3.04   Notice of Redemption.

     Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the Redemption Date,
to each Holder of Securities to be redeemed, at the address of such Holder
appearing in the register of Securities maintained by the Registrar.

     All notices of redemption shall identify the Securities to be redeemed and
shall state:

          (1)  the Redemption Date;

          (2)  the Redemption Price;

          (3)  that, unless the Company defaults in making the redemption
     payment, interest on Securities called for redemption ceases to accrue on
     and after the Redemption Date, and the only remaining right of the Holders
     of such Securities is to receive payment of the Redemption Price upon
     surrender to the Paying Agent of the Securities redeemed;

          (4)  if any Security is to be redeemed in part, the portion of
     the principal amount thereof to be redeemed and that on and after the
     Redemption Date, upon surrender for cancellation of such Security to the
     Paying Agent, a new Security or Securities in the aggregate principal
     amount equal to the unredeemed portion thereof will be issued without
     charge to the Holder;

          (5)  that  Securities  called for redemption  must be surrendered to
     the Paying Agent to collect the Redemption Price and the name and address
     of the Paying Agent;

                                      -18-

<PAGE>   24
          (6)  that the redemption is for a sinking or analogous fund, if such
     is the case; and

          (7)  the CUSIP number, if any, relating to such Securities.

     Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's written request,
by the Trustee in the name and at the expense of the Company.

SECTION 3.05   Effect of Notice of Redemption.

     Once notice of redemption is mailed, Securities called for redemption
become due and payable on the Redemption Date and at the Redemption Price. Upon
surrender to the Paying Agent, such Securities called for redemption shall be
paid at the Redemption Price, but interest installments whose maturity is on or
prior to such Redemption Date will be payable on the relevant Interest Payment
Dates to the Holders of record at the close of business on the relevant record
dates specified pursuant to Section 2.01.

SECTION 3.06   Deposit of Redemption Price.

     On or prior to 11:00 A.M., New York City time, on any Redemption Date, the
Company shall deposit with the Trustee or the Paying Agent (or, if the Company
is acting as its own Paying Agent, segregate and hold in trust as provided in
Section 2.06) an amount of money sufficient to pay the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date) accrued
interest on and any Additional Amounts with respect to, the Securities or
portions thereof which are to be redeemed on that date, other than Securities or
portions thereof called for redemption on that date which have been delivered by
the Company to the Trustee for cancellation.

     If the Company complies with the preceding paragraph, then, unless the
Company defaults in the payment of such Redemption Price, interest on the
Securities to be redeemed will cease to accrue on and after the applicable
Redemption Date, whether or not such Securities are presented for payment, and
the Holders of such Securities shall have no further rights with respect to such
Securities except for the right to receive the Redemption Price upon surrender
of such Securities. If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal, premium, if any, any
Additional Amounts, and, to the extent lawful, accrued interest thereon shall,
until paid, bear interest from the Redemption Date at the rate specified
pursuant to Section 2.01 or provided in the Securities or, in the case of
Original Issue Discount Securities, such Securities' yield to maturity.

SECTION 3.07   Securities Redeemed or Purchased in Part.

     Upon surrender to the Paying Agent of a Security to be redeemed in part,
the Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge a new Security or Securities, of
the same series and of any authorized denomination as requested by such Holder
in aggregate principal amount equal to, and in exchange for, the unredeemed
portion of the principal of the Security so surrendered that is not redeemed.

                                      -19-
<PAGE>   25
SECTION 3.08   Purchase of Securities.

     Unless otherwise specified as contemplated by Section 2.01, the Company and
any Affiliate of the Company may at any time purchase or otherwise acquire
Securities in the open market or by private agreement. Such acquisition shall
not operate as or be deemed for any purpose to be a redemption of the
indebtedness represented by such Securities. Any Securities purchased or
acquired by the Company may be delivered to the Trustee and, upon such delivery,
the indebtedness represented thereby shall be deemed to be satisfied. Section
2.13 shall apply to all Securities so delivered.

SECTION 3.09   Mandatory and Optional Sinking Funds.

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment." Unless otherwise provided by the terms of Securities of any
series, the cash amount of any sinking fund payment may be subject to reduction
as provided in Section 3.10. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of
Securities of such series and by this Article III.

SECTION 3.10   Satisfaction of Sinking Fund Payments with Securities.

     The Company may deliver outstanding Securities of a series (other than any
previously called for redemption) and may apply as a credit Securities of
a series that have been redeemed either at the election of the Company pursuant
to the terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to the
Securities of such series required to be made pursuant to the terms of such
series of Securities; provided that such Securities have not been previously so
credited. Such Securities shall be received and credited for such purpose by the
Trustee at the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly.

SECTION 3.11   Redemption of Securities for Sinking Fund.

     Not less than 45 days prior (unless a shorter period shall be satisfactory
to the Trustee) to each sinking fund payment date for any series of Securities,
the Company will deliver to the Trustee an Officers' Certificate specifying the
amount of the next ensuing sinking fund payment for that series pursuant to the
terms of that series, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivery of or by crediting Securities of that series pursuant to Section 3.10
and will also deliver to the Trustee any Securities to be so delivered. Failure
of the Company to timely deliver such Officers' Certificate and Securities
specified in this paragraph, if any, shall not constitute a default but shall
constitute the election of the Company (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

                                      -20-


<PAGE>   26
and (ii) that the Company 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
$100,000 (or the Dollar equivalent thereof based on the applicable Exchange Rate
on the date of original issue of the applicable Securities) or a lesser sum if
the Company shall so request with 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 $100,000 (or the Dollar equivalent thereof
as aforesaid) or less and the Issuer makes no such request then it shall be
carried over until a sum in excess of $100,000 (or the Dollar equivalent thereof
as aforesaid) is available. Not less than 30 days before each such sinking fund
payment date, the Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 3.03 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 3.04. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 3.05, 3.06 and 3.07.

                                   ARTICLE IV
                                   COVENANTS

SECTION 4.01   Payment of Securities.

     The Company shall pay the principal of, premium (if any) and interest on
and any Additional Amounts with respect to the Securities of each series on the
dates and in the manner provided in the Securities of such series and in this
Indenture. Principal, premium, interest and any Additional Amounts shall be
considered paid on the date due if the Paying Agent, other than the Company or
a Subsidiary of the Company, holds on that date money deposited by the Company
designated for and sufficient to pay all principal, premium, interest and any
Additional Amounts then due.

     The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium (if any),
at a rate equal to the then applicable interest rate on the Securities to the
extent lawful; and it shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest and
any Additional Amount (without regard to any applicable grace period) at the
same rate to the extent lawful.

SECTION 4.02   Maintenance of Office or Agency.

     The Company will maintain in each Place of Payment for any series of
Securities an office or agency (which may be an office of the Trustee, the
Registrar or the Paying Agent) where Securities of that series may be presented
for registration of transfer or exchange, where Securities of that series may be
presented for payment and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served.
Unless

                                      -21-
<PAGE>   27
otherwise designated by the Company by written notice to the Trustee, such
office or agency shall be the office of the Trustee in The City of New York,
which on the date hereof, is located at 101 Barclay Street, 21st Floor, New
York, New York 10286. The Company will give prompt written notice to the Trustee
of the location, and any change in the location, of such office or agency. If at
any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Administration Office of the Trustee.

     The Company may also from time to time designate one or more other offices
or agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in each Place of Payment for Securities of any series for such purposes. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.

SECTION 4.03  SEC Reports; Financial Statements.

     (a)  The Company shall file with the Trustee, within 15 days after it files
the same with the SEC, copies of the annual reports and the information,
documents and other reports (or copies of such portions of any of the foregoing
as the SEC may by rules and regulations prescribe) that the Company is required
to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The
Company shall also comply with the provisions of TIA (section) 314(a).

     (b)  If the Company is not subject to the requirements of Section 13 or
15(d) of the Exchange Act, the Company shall furnish to all Holders of Rule 144A
Securities and prospective purchasers of Rule 144A Securities designated by the
Holders of Rule 144A Securities, promptly upon their request, the information
required to be delivered pursuant to Rule 144A(d)(4) promulgated under the
Securities Act of 1933, as amended.

SECTION 4.04  Compliance Certificate

     (a)  The Company shall deliver to the Trustee, within 120 days after the
end of each fiscal year of the Company ending after the date hereof, a statement
signed by two Officers of the Company, which need not constitute an Officers'
Certificate, complying with TIA (section) 314(a)(4) and stating that a review of
the activities of the Company during the preceding fiscal quarter or fiscal
year, as applicable, has been made under the supervision of the signing Officers
with a view to determining whether the Company has kept, observed, performed and
fulfilled its obligations under this Indenture, and further stating, as to each
such Officer signing such certificate, that to the best of his knowledge the
Company is not in Default in the performance or observance of any of the terms,
provisions and conditions hereof or, if a Default or Event of Default shall have
occurred, describing all such Defaults or Events of Default of which he may have
knowledge and that to the best of his knowledge no event has occurred and
remains in existence by reason of which payments on account of the principal of
or interest, if any, on the Securities are prohibited or if such event has
occurred, a description of the event.

                                      -22-

<PAGE>   28
     (b)  The Company shall, so long as Securities of any series are
outstanding, deliver to the Trustee, forthwith upon any Officer of the Company
becoming aware of any Default or Event of Default under this Indenture, an
Officers' Certificate specifying such Default or Event of Default and what
action the Company is taking or proposes to take with respect thereto.

SECTION 4.05  Corporate Existence.

     Subject to Article V hereof or except as expressly permitted otherwise
under this Indenture, the Company shall do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence
and the corporate, partnership and other existence of each of its Subsidiaries
and all rights (charter and statutory) and franchises of the Company and its
Subsidiaries, provided that the Company shall not be required to preserve any
such existence of its Subsidiaries, right or franchise, if the Company shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and its Subsidiaries, taken as a whole, and that the
loss thereof is not disadvantageous in any material respect to the Holders.

SECTION 4.06  Waiver of Stay, Extension or Usury Laws.

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

SECTION 4.07  Additional Amounts.

     If the Securities of a series expressly provide for the payment of
Additional Amounts, the Company will pay to the Holder of any Security of such
series Additional Amounts as expressly provided therein. Whenever in this
Indenture there is mentioned, in any context, the payment of the principal of or
any premium or interest on, or in respect of, any Security of any series or the
net proceeds received from the sale or exchange of any Security of any series,
such mention shall be deemed to include mention of the payment of Additional
Amounts provided for in this Section 4.07 to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof pursuant to
the provisions of this Section 4.07 and express mention of the payment of
Additional Amounts (if applicable) in any provisions hereof shall not be
construed as excluding Additional Amounts in those provisions hereof where such
express mention is not made.

     Unless otherwise provided pursuant to Section 2.01 with respect to
Securities of any series: If the Securities of a series provide for the payment
of Additional Amounts, at least

                                      -23-

<PAGE>   29
10 days prior to the first Interest Payment Date with respect to that series of
Securities (or if the Securities of that series will not bear interest prior to
Maturity, the first day on which a payment of principal and any premium is
made), and at least 10 days prior to each date of payment of principal and any
premium or interest if there has been any change with respect to the matters set
forth in the below-mentioned Officers' Certificate, the Company shall furnish
the Trustee and the Company's principal Paying Agent or Paying Agents, if other
than the Trustee, with an Officers' Certificate instructing the Trustee and such
Paying Agent or Paying Agents whether such payment of principal of and any
premium or interest on the Securities of that series shall be made to Holders of
Securities of that series who are United States Aliens without withholding for
or on account of any tax, assessment or other governmental charge described in
the Securities of that series. If any such withholding shall be required, then
such Officers' Certificate shall specify by country the amount, if any, required
to be withheld on such payments to such Holders of Securities and the Company
will pay to such Paying Agent the Additional Amounts required by this Section.
The Company covenants to indemnify the Trustee and any Paying Agent for and to
hold them harmless against any loss, liability or expense reasonably incurred
without negligence or bad faith on their part arising out of or in connection
with actions taken or omitted by any of them in reliance on any Officers'
Certificate furnished pursuant to this Section 4.07.


                                   ARTICLE V
                                   SUCCESSORS

SECTION 5.01  Limitations on Mergers and Consolidations.

     The Company shall not, in any single transaction or series of transactions,
consolidate with or merge into any Person, or sell, lease, convey, transfer or
otherwise dispose of all or substantially all of its assets to any Person,
unless:

          (1)  either (a) the Company shall be the continuing corporation or (b)
     the Person (if other than the Company) formed by such consolidation or into
     which the Company is merged, or to which such sale, lease, conveyance,
     transfer or other disposition shall be made (collectively, the
     "Successor"), is organized and validly existing under the laws of the
     United States, any political subdivision thereof or any State thereof or
     the District of Columbia, and expressly assumes by supplemental indenture
     the due and punctual payment of the principal of (and premium, if any) and
     interest on and Additional Amounts with respect to all the Securities and
     the performance of the Company's covenants and obligations under this
     Indenture and the Securities;

          (2)  immediately after giving effect to such transaction or series of
     transactions, no Default or Event of Default shall have occurred and be
     continuing or would result therefrom; and

          (3)  the Company delivers to the Trustee (a) an Officers' Certificate
     in form and substance reasonably acceptable to the Trustee, stating that
     such consolidation, merger, conveyance, transfer, lease or other
     disposition and, if a supplemental indenture is required in connection with
     such transaction, such supplemental indenture, complies with this Indenture
     and that all conditions precedent herein relating to such transaction

                                      -24-

<PAGE>   30
     or transactions have been satisfied and (b) an Opinion of Counsel stating
     that the requirements of Section 5.01(1) hereof have been complied with.

SECTION 5.02  Successor Person Substituted.

     Upon any consolidation or merger of the Company or any sale, lease,
conveyance, transfer or other disposition of all or substantially all of the
assets of the Company in accordance with Section 5.01, the Successor formed by
such consolidation or into or with which the Company is merged or to which such
sale, lease, conveyance, transfer or other disposition is made shall succeed to,
and be substituted for, and may exercise every right and power of the Company
under this Indenture and the Securities with the same effect as if such
Successor had been named as the Company herein and the predecessor Company, in
the case of a sale, conveyance, transfer or other disposition, shall be released
from all obligations under this Indenture and the Securities.

                                   ARTICLE VI
                              DEFAULTS AND REMEDIES

SECTION 6.01  Events of Default.

     Unless either inapplicable to a particular series or specifically deleted
or modified in or pursuant to the supplemental indenture or Board Resolution
establishing such series of Securities or in the form of Security for such
series, an "Event of Default," wherever used herein with respect to Securities
of any series, occurs if:

          (1)  the  Company  defaults  in the  payment of  interest  on or any
     Additional  Amounts  with  respect to any Security  of that  series  when
     the same  becomes due and payable and such default  continues  for a period
     of 90 days;

          (2)  the Company  defaults in the payment of (A) the  principal  of
     any Security of that series at its Maturity or (B)  premium  (if  any)  on
     any  Security  of that series when the same becomes due and payable;

          (3)  the  Company  defaults  in the  deposit of any  sinking  fund
     payment,  when and as due by the terms of a Security of that series,  and
     such default  continues for a period of 90 days;

          (4)  the Company  fails to comply with any of its other  covenants  or
     agreements  in, or  provisions  of, the Securities  of such series or this
     Indenture  (other than an  agreement,  covenant or  provision  that has
     expressly

                                      -25-

<PAGE>   31
     been included in this Indenture solely for the benefit of one or more
     series of Securities other than that series) which shall not have been
     remedied within the specified period after written notice, as specified
     in the last paragraph of this Section 6.01;

          (5)  the Company pursuant to or within the meaning of any Bankruptcy
     Law:

     (A)  commences a voluntary case,

     (B)  consents to the entry of an order for relief against it in an
involuntary case,

     (C)  consents to the appointment of a Bankruptcy Custodian of it or
for all or substantially all of its property, or

     (D)  makes a general assignment for the benefit of its creditors;

          (6)  a court of competent jurisdiction enters an order or decree under
     any Bankruptcy Law that remains unstayed and in effect for 90 days and
     that:

     (A)  is for relief against the Company as debtor in an involuntary case,

     (B)  appoints a Bankruptcy Custodian of the Company or a Bankruptcy
Custodian for all or substantially all of the property of the Company, or

     (C)  orders the liquidation of the Company; or

          (7)  any other Event of Default provided with respect to Securities of
     that series occurs.

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

     The Trustee shall not be deemed to know or have notice of a Default unless
a Trust Officer at the Corporate Trust Administration Office of the Trustee
receives written notice at the Corporate Trust Administration Office of the
Trustee of such Default with specific reference to such Default.

     When a Default is cured, it ceases.

                                      -26-

<PAGE>   32
     Notwithstanding the foregoing provisions of this Section 6.01, if the
principal of, premium or interest on or Additional Amounts with respect to any
Security is payable in a currency or currencies (including a composite currency)
other than Dollars and such currency or currencies are not available to the
Company for making payment thereof due to the imposition of exchange controls or
other circumstances beyond the control of the Company (a "Conversion Event"),
the Company will be entitled to satisfy its obligations to Holders of the
Securities by making such payment in Dollars in an amount equal to the Dollar
equivalent of the amount payable in such other currency, as determined by the
Company by reference to the Exchange Rate on the date of such payment, or, if
such rate is not then available, on the basis of the most recently available
Exchange Rate. Notwithstanding the foregoing provisions of this Section 6.01,
any payment made under such circumstances in Dollars where the required payment
is in a currency other than Dollars will not constitute an Event of Default
under this Indenture.

     Promptly after the occurrence of a Conversion Event, the Company shall give
written notice thereof to the Trustee; and the Trustee, promptly after receipt
of such notice, shall give notice thereof in the manner provided in Section
10.02 to the Holders. Promptly after the making of any payment in Dollars as
a result of a Conversion Event, the Company shall give notice in the manner
provided in Section 10.02 to the Holders, setting forth the applicable Exchange
Rate and describing the calculation of such payments.

     A Default under clause (4) or (7) of this Section 6.01 is not an Event of
Default until the Trustee notifies the Company, or the Holders of at least 25%
in principal amount of the then outstanding Securities of the series affected by
such Default (or, in the case of a Default under clause (4) of this Section
6.01, if outstanding Securities of other series are affected by such Default,
then at least 25% in principal amount of the then outstanding Securities so
affected) notify the Company and the Trustee, of the Default, and the Company
fails to cure the Default within 90 days after receipt of the notice. The notice
must specify the Default, demand that it be remedied and state that the notice
is a "Notice of Default."

SECTION 6.02   Acceleration.

     If an Event of Default with respect to any Securities of any series at the
time outstanding (other than an Event of Default specified in clause (5) or (6)
of Section 6.01) occurs and is continuing, the Trustee by notice to the Company,
or the Holders of at least 25% in principal amount of the then outstanding
Securities of the series affected by such default (or, in the case of an Event
of Default described in clause (4) of Section 6.01, if outstanding Securities of
other series are affected by such Default, then at least 25% in principal amount
of the then outstanding Securities so affected by notice to the Company and the
Trustee, may declare the principal of (or, if any such Securities are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of that series) and accrued and unpaid interest on all
then outstanding Securities of such series or of all series, as the case may be,
to be due and payable. Upon any such declaration the amounts due and payable on
the Securities shall be due and payable immediately. If an Event of Default
specified in clause (5) or (6) of Section 6.01 hereof occurs, such amounts shall
ipso facto become and be immediately due and payable without any declaration,
notice or other act on the part of the Trustee or any Holder. The Holders of
a majority in principal amount of the then outstanding Securities of the series
affected by such default or all series, as the case may be, by written notice to
the Trustee may rescind an

                                      -27-

<PAGE>   33
acceleration and its consequences (other than nonpayment of principal of or
premium or interest on or any Additional Amounts with respect to the Securities)
if the rescission would not conflict with any judgment or decree and if all
existing Events of Default with respect to Securities of that series (or of all
series, as the case may be) have been cured or waived, except nonpayment of
principal, premium, interest or any Additional Amounts that has become due
solely because of the acceleration.

SECTION 6.03   Other Remedies.

     If an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal of, or premium, if any, or
interest on the Securities or to enforce the performance of any provision of the
Securities or this Indenture.

     The Trustee may maintain a proceeding even if it does not possess any of
the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing
upon an Event of Default shall not impair the right or remedy or constitute
a waiver of or acquiescence in the Event of Default. All remedies are cumulative
to the extent permitted by law.

SECTION 6.04   Waiver of Existing Defaults.

     Subject to Sections 6.07 and 9.02, the Holders of a majority in principal
amount of the then outstanding Securities of any series or of all series (acting
as one class) by notice to the Trustee may waive an existing or past Default or
Event of Default with respect to such series or all series, as the case may be,
and its consequences (including waivers obtained in connection with a tender
offer or exchange offer for Securities of such series or all series or
a solicitation of consents in respect of Securities of such series or all
series, provided that in each case such offer or solicitation is made to all
Holders of then outstanding Securities of such series or all series (but the
terms of such offer or solicitation may vary from series to series)), except (1)
a continuing Default or Event of Default in the payment of the principal of, or
premium, if any, or interest on or any Additional Amounts with respect to any
Security or (2) a continued Default in respect of a provision that under
Section 9.02 cannot be amended or supplemented without the consent of each
Holder affected. Upon any such waiver, such Default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon.

SECTION 6.05   Control by Majority.

     With respect to Securities of any series, the Holders of a majority in
principal amount of the then outstanding Securities of such series may direct in
writing the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on it
relating to or arising under an Event of Default described in clause (1), (2),
(3) or (7) of Section 6.01, and with respect to all Securities, the Holders of
a majority in principal amount of all the then outstanding Securities affected
may direct in writing the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on it not relating to or arising under such an Event of

                                      -28-

<PAGE>   34
Default. However, the Trustee may refuse to follow any direction that conflicts
with applicable law or this Indenture, that the Trustee determines may be unduly
prejudicial to the rights of other Holders, or that may involve the Trustee in
personal liability; provided, however, that the Trustee may take any other
action deemed proper by the Trustee that is not inconsistent with such
direction. Prior to taking any action hereunder, the Trustee shall be entitled
to indemnification satisfactory to it in its sole discretion from Holders
directing the Trustee against all losses and expenses caused by taking or not
taking such action.

SECTION 6.06   Limitations on Suits.

     Subject to Section 6.07 hereof, a Holder of a Security of any series may
pursue a remedy with respect to this Indenture or the Securities of such series
only if:

          (1)  the Holder gives to the Trustee written notice of a continuing
     Event of Default with respect to such series;

          (2)  the Holders of at least 25% in principal amount of the
     then outstanding Securities of such series make a written request to the
     Trustee to pursue the remedy;

          (3)  such Holder or Holders offer to the Trustee indemnity reasonably
     satisfactory to the Trustee against any loss, liability or expense;

          (4)  the Trustee does not comply with the request within 60 days after
     receipt of the request and the offer of indemnity; and

          (5)  during such 60-day period the Holders of a majority in
     principal amount of the Securities of that series do not give the Trustee
     a direction inconsistent with the request.

     A Holder may not use this Indenture to prejudice the rights of another
Holder or to obtain a preference or priority over another Holder.

SECTION 6.07   Rights of Holders to Receive Payment.

     Notwithstanding any other provision of this Indenture, the right of any
Holder of a Security to receive payment of principal of and premium, if any, and
interest on and any Additional Amounts with respect to the Security, on or after
the respective due dates expressed in the Security, or to bring suit for the
enforcement of any such payment on or after such respective dates, is absolute
and unconditional and shall not be impaired or affected without the consent of
the Holder.

SECTION 6.08   Collection Suit by Trustee.

     If an Event of Default specified in clause (1) or (2) of Section 6.01
hereof occurs and is continuing, the Trustee is authorized to recover judgment
in its own name and as trustee of an express trust against the Company for the
amount of principal, premium (if any), interest and any Additional Amounts
remaining unpaid on the Securities of the series affected by the Event of
Default, and interest on overdue principal and premium, if any, and, to the
extent lawful,

                                      -29-

<PAGE>   35
interest on overdue interest, and such further amount as shall be sufficient to
cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.

SECTION 6.09   Trustee May File Proofs of Claim.

     The Trustee is authorized to file such proofs of claim and other papers or
documents and to take such actions, including participating as a member, voting
or otherwise, of any committee of creditors, as may be necessary or advisable to
have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel) and the Holders allowed in any judicial proceedings relative to the
Company or its creditors or properties and shall be entitled and empowered to
collect, receive and distribute any money or other property payable or
deliverable on any such claims and any Bankruptcy Custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07. To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07 out of the estate in any such
proceeding, shall be denied for any reason, payment of the same shall be secured
by a lien on, and shall be paid out of, any and all distributions, dividends,
money, securities and other properties which the Holders of the Securities may
be entitled to receive in such proceeding whether in liquidation or under any
plan of reorganization or arrangement or otherwise. Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept or
adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.

SECTION 6.10   Priorities.

     If the Trustee collects any money pursuant to this Article VI, it shall pay
out the money in the following order:

          First: to the Trustee for amounts due under Section 7.07;

          Second: to Holders for amounts due and unpaid on the Securities in
     respect of which or for the benefit of which such money has been collected,
     for principal, premium (if any), interest and any Additional Amounts
     ratably, without preference or priority of any kind, according to the
     amounts due and payable on such Securities for principal, premium (if any),
     interest and any Additional Amounts, respectively; and

          Third: to the Company.

     The Trustee, upon prior written notice to the Company, may fix record dates
and payment dates for any payment to Holders pursuant to this Article VI.

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<PAGE>   36
     To the fullest extent allowed under applicable law, if for the purpose of
obtaining a judgment against the Company in any court it is necessary to convert
the sum due in respect of the principal of, premium (if any) or interest on or
Additional Amounts with respect to 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 New York Business
Day next preceding that on which final judgment is given. Neither the Company
nor the Trustee shall be liable for any shortfall nor shall it benefit from any
windfall in payments to Holders of Securities under this Section 6.10 caused by
a change in exchange rates between the time the amount of a judgment against it
is calculated as above and the time the Trustee converts the Judgment Currency
into the Required Currency to make payments under this Section to Holders of
Securities, but payment of such judgment shall discharge all amounts owed by the
Company on the claim or claims underlying such judgment.

SECTION 6.11   Undertaking for Costs.

     In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as a
trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.11
does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section
6.07, or a suit by a Holder or Holders of more than 10% in principal amount of
the then outstanding Securities of any series.

                                  ARTICLE VII
                                    TRUSTEE

SECTION 7.01   Duties of Trustee.

     (a)  If an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in such exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

     (b)  Except during the continuance of an Event of Default with respect to
the Securities of any series:

          (1)  the Trustee need perform only those duties that are
     specifically set forth in this Indenture and no others, and no implied
     covenants or obligations shall be read into this Indenture against the
     Trustee; and

          (2)  in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture. However,
     the Trustee shall examine such certificates and opinions to

                                      -31-

<PAGE>   37
     determine whether, on their face, they appear to conform to the
     requirements of this Indenture.

     (c)  The Trustee may not be relieved from liabilities for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:

          (1)  this paragraph does not limit the effect of Section 7.01(b);

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

          (3)  the Trustee shall not be liable with respect to any
     action it takes or omits to take in good faith in accordance with a
     direction received by it pursuant to Section 6.05.

     (d)  Whether or not therein expressly so provided, every provision
of this Indenture that in any way relates to the Trustee is subject to the
provisions of this Section 7.01.

     (e)  No provision of this Indenture shall require the Trustee to
expend or risk its own funds or incur any liability. The Trustee may refuse to
perform any duty or exercise any right or power unless it receives indemnity
reasonably satisfactory to it against any loss, liability or expense.

     (f)  The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.
Money held in trust by the Trustee need not be segregated from other funds
except to the extent required by law. All money received by the Trustee shall,
until applied as herein provided, be held in trust for the payment of the
principal of, premium (if any) and interest on and Additional Amounts with
respect to the Securities.

SECTION 7.02   Rights of Trustee.

     (a)  The Trustee may rely on any document believed by it to be
genuine and to have been signed or presented by the proper Person. The Trustee
need not investigate any fact or matter stated in the document.

     (b)  Before the Trustee acts or refrains from acting, it may require
instruction, an Officers' Certificate or an Opinion of Counsel or both to be
provided. The Trustee shall not be liable for any action it takes or omits to
take in good faith in reliance on such instruction, Officers' Certificate or
Opinion of Counsel. The Trustee may consult at the Company's expense with
counsel and the written advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection in respect of any action
taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.

     (c)  The Trustee may act through agents and shall not be responsible for
the misconduct or negligence of any agent appointed with due care.

                                      -32-


<PAGE>   38
     (d)  The Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within its
rights or powers conferred upon it by this Indenture.

     (e)  Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company.

SECTION 7.03   May Hold Securities.

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Securities and may otherwise deal with the Company or any of its
Affiliates with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights and duties. However, the Trustee is subject to
Sections 7.10 and 7.11.

SECTION 7.04   Trustee's Disclaimer.

     The Trustee makes no representation as to the validity or adequacy of this
Indenture or the Securities, it shall not be accountable for the Company's use
of the proceeds from the Securities or any money paid to the Company or upon the
Company's direction under any provision hereof, it shall not be responsible for
the use or application of any money received by any Paying Agent other than the
Trustee and it shall not be responsible for any statement or recital herein or
any statement in the Securities other than its certificate of authentication.

SECTION 7.05   Notice of Defaults.

     If a Default or Event of Default with respect to the Securities of any
series occurs and is continuing and it is known to the Trustee, the Trustee
shall mail to Holders of Securities of such series a notice of the Default or
Event of Default within 90 days after it occurs. Except in the case of a Default
or Event of Default in payment of principal of, premium (if any) and interest on
and Additional Amounts or any sinking fund installment with respect to the
Securities of such series, the Trustee may withhold the notice if and so long as
a committee of its Trust Officers in good faith determines that withholding the
notice is in the interests of Holders of Securities of such series.

SECTION 7.06   Reports by Trustee to Holders.

     Within 60 days after each May 15 of each year after the execution of this
Indenture, the Trustee shall mail to Holders of a series and the Company a brief
report dated as of such reporting date that complies with TIA (section) 313(a);
provided, however, that if no event described in TIA (section) 313(a) has
occurred within the twelve months preceding the reporting date with respect to
a series, no report need be transmitted to Holders of such series. The Trustee
also shall comply with TIA (section) 313(b). The Trustee shall also transmit by
mail all reports if and as required by TIA (sections) 313(c) and 313(d).

     A copy of each Trustee's report at the time of its mailing to Holders of
a series of Securities shall be filed by the Company with the SEC and each
securities exchange, if any, on

                                      -33-


<PAGE>   39
which the Securities of such series are listed. The Company shall notify the
Trustee if and when any series of Securities is listed on any stock exchange.

SECTION 7.07  Compensation and Indemnity.

     The Company agrees to pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company agrees to reimburse the Trustee upon
request for all reasonable disbursements, advances and expenses incurred by it.
Such expenses shall include the reasonable compensation, disbursements and
expenses of the Trustee's agents and counsel.

     The Company hereby indemnifies the Trustee against any loss, liability or
expense incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture, except as set forth in the
next paragraph. The Trustee shall notify the Company promptly of any claim for
which it may seek indemnity. The Company shall defend the claim and the Trustee
shall cooperate in the defense. The Trustee may have separate counsel and the
Company shall pay the reasonable fees and expenses of such counsel. The Company
need not pay for any settlement made without its consent.

     The Company shall not be obligated to reimburse any expense or indemnify
against any loss or liability incurred by the Trustee through negligence or bad
faith.

     To secure the payment obligations of the Company in this Section 7.07, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee, except that held in trust to pay principal of,
premium (if any) and interest on and any Additional Amounts with respect to
Securities of series. Such lien and the indemnity obligation under this Section
7.07 shall survive the satisfaction and discharge of this Indenture.

     When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(5) or (6) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

SECTION 7.08   Replacement of Trustee.

     A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 7.08.

     The Trustee may resign and be discharged at any time with respect to the
Securities of one or more series by so notifying the Company in writing. The
Holders of a majority in principal amount of the then outstanding Securities of
any series may remove the Trustee with respect to the Securities of such series
by so notifying the Trustee and the Company in writing. The Company may remove
the Trustee if:

          (1)  the Trustee fails to comply with Section 7.10;


                                      -34-
<PAGE>   40
          (2)  the Trustee is adjudged a bankrupt or an  insolvent  or an
     order for relief is entered with respect to the Trustee under any
     Bankruptcy Law;

          (3)  a Bankruptcy Custodian or public officer takes charge of the
     Trustee or its property; or

          (4)  the Trustee otherwise becomes incapable of acting.

     If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, with respect to the Securities of one or more series,
the Company shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series). Within one year after the
successor Trustee with respect to the Securities of any series takes office, the
Holders of a majority in principal amount of the Securities of such series may
appoint a successor Trustee to replace the successor Trustee appointed by the
Company.

     If a successor Trustee with respect to the Securities of any series does
not take office within 60 days after the retiring Trustee resigns or is removed,
the retiring Trustee, the Company or the Holders of at least 10% in principal
amount of the then outstanding Securities of such series may petition any court
of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

     If the Trustee with respect to the Securities of a series fails to comply
with Section 7.10, any Holder of Securities of such series may petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee with respect to the Securities of such
series.

     In case of the appointment of a successor Trustee with respect to all
Securities, each such successor Trustee shall deliver a written acceptance of
its appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the retiring
Trustee under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, subject to the lien provided for
in Section 7.07.

     In case of the appointment of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
(but not all) series shall execute and deliver an indenture supplemental hereto
in which each successor Trustee shall accept such appointment and that (1) shall
confer to each successor Trustee all the rights, powers and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall confirm that all the
rights, powers and duties of the retiring Trustee with respect to the Securities
of that or those series as to which the retiring Trustee is not retiring shall
continue to be vested in the retiring Trustee and (3) shall add to or change any
of the provisions of this


                                      -35-
<PAGE>   41
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee. Nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust, and each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Trustee. Upon the execution and delivery of such supplemental indenture,
the resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee shall have all the
rights, powers and duties of the retiring Trustee with respect to the Securities
of that or those series to which the appointment of such successor Trustee
relates. On request of the Company or any successor Trustee, such retiring
Trustee shall transfer to such successor Trustee all property held by such
retiring Trustee as Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

     Notwithstanding replacement of the Trustee or Trustees pursuant to this
Section 7.08, the obligations of the Company under Section 7.07 shall continue
for the benefit of the retiring Trustee or Trustees.

SECTION 7.09   Successor Trustee by Merger, etc.

     Subject to Section 7.10, if the Trustee consolidates, merges or converts
into, or transfers all or substantially all of its corporate trust business to,
another corporation, the successor corporation without any further act shall be
the successor Trustee; provided, however, that in the case of a transfer of all
or substantially all of its corporate trust business to another corporation, the
transferee corporation expressly assumes all of the Trustee's liabilities
hereunder.

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

SECTION 7.10   Eligibility; Disqualification.

     There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States,
any State thereof or the District of Columbia and authorized under such laws to
exercise corporate trust power, shall be subject to supervision or examination
by Federal or State (or the District of Columbia) authority and shall have, or
be a Subsidiary of a bank or bank holding company having, a combined capital and
surplus of at least $50 million as set forth in its most recent published annual
report of condition.

     The Indenture shall always have a Trustee who satisfies the requirements of
TIA (sections) 310(a)(1), 310(a)(2) and 310(a)(5). The Trustee is subject to and
shall comply with the


                                      -36-

<PAGE>   42
provisions of TIA (section) 310(b) during the period of time required by this
Indenture. Nothing in this Indenture shall prevent the Trustee from filing with
the SEC the application referred to in the penultimate paragraph of TIA
(section) 310(b).

SECTION 7.11   Preferential Collection of Claims Against Company.

     The Trustee is subject to and shall comply with the provisions of TIA
(section) 311(a), excluding any creditor relationship listed in TIA (section)
311(b). A Trustee who has resigned or been removed shall be subject to TIA
(section) 311(a) to the extent indicated therein.

                                  ARTICLE VIII
                             DISCHARGE OF INDENTURE

SECTION 8.01   Termination of Company's Obligations.

     (a)  This Indenture shall cease to be of further effect with respect to the
Securities of a series (except that the Company's obligations under Section
7.07, the Trustee's and Paying Agent's obligations under Section 8.03 and the
rights, powers, protections and privileges accorded the Trustee under Article
VII shall survive), and the Trustee, on demand of the Company, shall execute
proper instruments acknowledging the satisfaction and discharge of this
Indenture with respect to the Securities of such series, when:

          (1)  either

               (A)  all outstanding Securities of such series theretofore
          authenticated and issued (other than destroyed, lost or stolen
          Securities that have been replaced or paid) have been delivered to the
          Trustee for cancellation; or

               (B)  all outstanding Securities of such series not theretofore
          delivered to the Trustee for cancellation:

                    (i)     have become due and payable, or

                    (ii)    will become due and payable at their Stated
                            Maturity within one year, or

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

          and, in the case of clause (i), (ii) or (iii) above, the Company has
          irrevocably deposited or caused to be deposited with the Trustee as
          funds (immediately available to the Holders in the case of clause (i))
          in trust for such purpose (x) cash in an amount, or (y) U.S.
          Government Obligations, maturing as to principal and interest at such
          times and in such amounts as will insure the availability of cash in
          an amount or (z) a combination


                                      -37-

<PAGE>   43
          thereof, which will be sufficient, in the opinion of a nationally
          recognized firm of independent public accountants expressed in a
          written certification thereof delivered to the Trustee, to pay and
          discharge the entire indebtedness on the Securities of such series for
          principal and interest to the date of such deposit (in the case of
          Securities which have become due and payable) or for principal,
          premium, if any, and interest to the Stated Maturity or Redemption
          Date, as the case may be; or

               (C)  the Company has properly fulfilled such other means of
          satisfaction and discharge as is specified, as contemplated by Section
          2.01, to be applicable to the Securities of such series;

          (2)  the Company  has paid or caused to be paid all other sums payable
     by it  hereunder  with  respect to the Securities of such series; and

          (3)  the Company has delivered to the Trustee an Officers' Certificate
     stating that all conditions precedent to satisfaction and discharge of this
     Indenture with respect to the Securities of such series have been complied
     with, together with an Opinion of Counsel to the same effect.

     (b)  Unless this Section 8.01(b) is specified as not being applicable to
Securities of a series as contemplated by Section 2.01, the Company may
terminate certain of its obligations under this Indenture ("covenant
defeasance") with respect to the Securities of a series if:

          (1)  the Company has irrevocably deposited or caused to be irrevocably
     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 Securities of such
     series, (i) money in the currency in which payment of the Securities of
     such series is to be made in an amount, or (ii) Government Obligations with
     respect to such series, maturing as to principal and interest at such times
     and in such amounts as will insure the availability of money in the
     currency in which payment of the Securities of such series is to be made in
     an amount or (iii) a combination thereof, that is sufficient, in the
     opinion (in the case of (ii) and (iii)) of a nationally recognized firm of
     independent public accountants expressed in a written certification thereof
     delivered to the Trustee, to pay, without consideration of the reinvestment
     of any such amounts and after payment of all taxes or other charges or
     assessments in respect thereof payable by the Trustee, the principal of and
     premium (if any) and interest on all Securities of such series on each date
     that such principal, premium (if any) or interest is due and payable and
     (at the Stated Maturity thereof or upon redemption as provided in Section
     8.01(e)) to pay all other sums payable by it hereunder; provided that the
     Trustee shall have been irrevocably instructed to apply such money and/or
     the proceeds of such U.S. Government Obligations to the payment of said
     principal, premium (if any) and interest with respect to the Securities of
     such series as the same shall become due;

          (2)  the Company has delivered to the Trustee an Officers' Certificate
     stating that all conditions precedent to satisfaction and discharge of this
     Indenture with respect to


                                      -38-
<PAGE>   44
     the Securities of such series have been complied with and an Opinion of
     Counsel to the same effect;

          (3)  no Default or Event of Default with respect to the Securities of
     such series shall have occurred and be continuing on the date of such
     deposit;

          (4)  the Company shall have delivered to the Trustee an Opinion
     of Counsel from a nationally recognized counsel acceptable to the Trustee
     or a tax ruling to the effect that the Holders will not recognize income,
     gain or loss for Federal income tax purposes as a result of the Company's
     exercise of its option under this Section 8.01(b) and will be subject to
     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 option had not been
     exercised;

          (5)  the Company has complied with any additional conditions specified
     pursuant to Section 2.01 to be applicable to the discharge of Securities of
     such series pursuant to this Section 8.01; and

          (6)  such deposit and discharge shall not cause the Trustee to have a
     conflicting interest as defined in TIA (section) 310(b).

     In such event, this Indenture shall cease to be of further effect (except
as set forth in this paragraph), and the Trustee, on demand of the Company,
shall execute proper instruments acknowledging satisfaction and discharge under
this Indenture. However, the Company's obligations in Sections 2.05, 2.06, 2.07,
2.08, 2.09, 4.01, 4.02, 5.01, 7.07, 7.08 and 8.04, the Trustee's and Paying
Agent's obligations in Section 8.03 and the rights, powers, protections and
privileges accorded the Trustee under Article VII shall survive until all
Securities of such series are no longer outstanding. Thereafter, only the
Company's obligations in Section 7.07 and the Trustee's and Paying Agent's
obligations in Section 8.03 shall survive with respect to Securities of such
series.

     After such irrevocable deposit made pursuant to this Section 8.01(b) and
satisfaction of the other conditions set forth herein, the Trustee upon request
shall acknowledge in writing the discharge of the Company's obligations under
this Indenture with respect to the Securities of such series except for those
surviving obligations specified above.

     In order to have money available on a payment date to pay principal of or
premium (if any) or interest on the Securities, the Government Obligations shall
be payable as to principal or interest on or before such payment date in such
amounts as will provide the necessary money. Government Obligations shall not be
callable at the issuer's option.

     (c)  If the Company has previously complied or is concurrently
complying with Section 8.01(b) (other than any additional conditions specified
pursuant to Section 2.01 that are expressly applicable only to covenant
defeasance) with respect to Securities of a series, then, unless this Section
8.01(c) is specified as not being applicable to Securities of such series as
contemplated by Section 2.01, the Company may elect to be discharged ("legal
defeasance") from its obligations to make payments with respect to Securities
of such series, if:

                                      -39-


<PAGE>   45
          (1)  no Default or Event of Default under clauses (5) and (6)
     of Section 6.01 hereof shall have occurred at any time during the period
     ending on the 91st day after the date of deposit contemplated by Section
     8.01(b) (it being understood that this condition shall not be deemed
     satisfied until the expiration of such period);

          (2)  unless otherwise specified with respect to Securities of
     such series as contemplated by Section 2.01, the Company has delivered to
     the Trustee an Opinion of Counsel from a nationally recognized counsel
     acceptable to the Trustee to the effect referred to in Section 8.01(b)(4)
     with respect to such legal defeasance, which opinion is based on (i)
     a private ruling of the Internal Revenue Service addressed to the Company,
     (ii) a published ruling of the Internal Revenue Service or (iii) a change
     in the applicable federal income tax law (including regulations) after the
     date of this Indenture;

          (3)  the Company has complied with any other conditions
     specified pursuant to Section 2.01 to be applicable to the legal defeasance
     of Securities of such series pursuant to this Section 8.01(c); and

          (4)  the Company has delivered to the Trustee a Company
     Request requesting such legal defeasance of the Securities of such series
     and an Officers' Certificate stating that all conditions precedent to with
     respect to such legal defeasance of the Securities of such series have been
     complied with, together with an Opinion of Counsel to the same effect.

     In such event, the Company will be discharged from its obligations under
this Indenture and the Securities of such series to pay principal of, premium
(if any) and interest on, and Additional Amounts with respect to, Securities of
such series, the Company's obligations under Sections 4.01, 4.02 and 5.01 shall
terminate with respect to such Securities, and the entire indebtedness of the
Company evidenced by such Securities shall be deemed paid and discharged.

     (d) If and to the extent additional or alternative means of
satisfaction, discharge or defeasance of Securities of a series are specified to
be applicable to such series as contemplated by Section 2.01, the Company may
terminate any or all of its obligations under this Indenture with respect to
Securities of a series and any or all of its obligations under the Securities of
such series if it fulfills such other means of satisfaction and discharge as may
be so specified, as contemplated by Section 2.01, to be applicable to the
Securities of such series.

     (e)  If Securities of any series subject to subsections (a), (b),
(c) or (d) of this Section 8.01 are to be redeemed prior to their Stated
Maturity, whether pursuant to any optional redemption provisions or in
accordance with any mandatory or optional sinking fund provisions, the terms of
the applicable trust arrangement shall provide for such redemption, and the
Company shall make such arrangements as are reasonably satisfactory to the
Trustee for the giving of notice of redemption by the Trustee in the name, and
at the expense, of the Company.

SECTION 8.02   Application of Trust Money.

     The Trustee or a trustee satisfactory to the Trustee and the Company shall
hold in trust money or U.S. Government Obligations deposited with it pursuant to
Section 8.01 hereof. It shall apply the deposited money and the money from
U.S. Government Obligations through

                                      -40-
<PAGE>   46
the Paying Agent and in accordance with this Indenture to the payment of
principal of, premium (if any) and interest on and any Additional Amounts with
respect to the Securities of the series with respect to which the deposit was
made.

SECTION 8.03   Repayment to Company.

     The Trustee and the Paying Agent shall promptly pay to the Company upon
written request any excess money or U.S. Government Obligations (or proceeds
therefrom) held by them at any time upon the written request of the Company.

     Subject to the requirements of any applicable abandoned property laws, the
Trustee and the Paying Agent shall pay to the Company upon written request any
money held by them for the payment of principal, premium (if any), interest or
any Additional Amounts that remains unclaimed for two years after the date upon
which such payment shall have become due. After payment to the Company, Holders
entitled to the money must look to the Company for payment as general creditors
unless an applicable abandoned property law designates another Person, and all
liability of the Trustee and the Paying Agent with respect to such money shall
cease.

SECTION 8.04   Reinstatement.

     If the Trustee or the Paying Agent is unable to apply any money or
U.S. Government Obligations deposited with respect to Securities of any series
in accordance with Section 8.01 by reason of any legal proceeding or by reason
of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the obligations of the
Company under this Indenture with respect to the Securities of such series and
under the Securities of such series shall be revived and reinstated as though
no deposit had occurred pursuant to Section 8.01 hereof until such time as
the Trustee or the Paying Agent is permitted to apply all such money or
U.S. Government Obligations in accordance with Section 8.01; provided, however,
that if the Company has made any payment of principal of, premium (if any) or
interest on or any Additional Amounts with respect to any Securities because of
the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Securities to receive such payment from the money
or U.S. Government Obligations held by the Trustee or the Paying Agent.

                                   ARTICLE IX
                     SUPPLEMENTAL INDENTURES AND AMENDMENTS

SECTION 9.01   Without Consent of Holders.

     The Company and the Trustee may amend or supplement this Indenture or the
Securities or waive any provision hereof or thereof without the consent of any
Holder:

          (1)  to cure any ambiguity, omission, defect or inconsistency;

          (2)  to comply with Section 5.01;

                                      -41-


<PAGE>   47
          (3)   to provide for uncertificated Securities in addition to or in
     place of certificated Securities, or to provide for the issuance of bearer
     Securities (with or without coupons);

          (4)   to provide any security for any series of Securities or to add
     guarantees of any series of Securities;

          (5)   to comply with any requirement in order to effect or maintain
     the qualification of this Indenture under the TIA;

          (6)   to add to the covenants of the Company for the benefit of
     the Holders of all or any series of Securities (and if such covenants are
     to be for the benefit of less than all series of Securities, stating that
     such covenants are expressly being included solely for the benefit of such
     series), or to surrender any right or power herein conferred upon the
     Company;

          (7)   to add any additional Events of Default with respect to
     all or any series of the Securities (and, if such Event of Default is
     applicable to less than all series of Securities, specifying the series to
     which such Event of Default is applicable);

          (8)   to change or eliminate any of the provisions of this
     Indenture; provided that any such change or elimination shall become
     effective only when there is no outstanding Security of any series created
     prior to the execution of such amendment or supplemental indenture that is
     adversely affected in any material respect by such change in or elimination
     of such provision;

          (9)   to establish the form or terms of Securities of any series as
     permitted by Section 2.01;

          (10)  to supplement any of the provisions of this Indenture to
     such extent as shall be necessary to permit or facilitate the defeasance
     and discharge of any series of Securities pursuant to Section 8.01;
     provided, however, that any such action shall not adversely affect the
     interest of the Holders of Securities of such series or any other series of
     Securities in any material respect; or

          (11)  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 7.08.

     Upon the request of the Company, accompanied by a Board Resolution, and
upon receipt by the Trustee of the documents described in Section 9.06, the
Trustee shall join with the Company in the execution of any supplemental
indenture authorized or permitted by the terms of this Indenture and make any
further appropriate agreements and stipulations that may be therein contained.

                                      -42-

<PAGE>   48
SECTION 9.02   With Consent of Holders.

     Except as provided below in this Section 9.02, the Company and the Trustee
may amend or supplement this Indenture with the written consent (including
consents obtained in connection with a tender offer or exchange offer for
Securities of any one or more series or all series or a solicitation of consents
in respect of Securities of any one or more series or all series, provided that
in each case such offer or solicitation is made to all Holders of then
outstanding Securities of each such series (but the terms of such offer or
solicitation may vary from series to series)) of the Holders of at least
a majority in principal amount of the then outstanding Securities of all series
affected by such amendment or supplement (acting as one class).

     Upon the request of the Company, accompanied by a Board Resolution, and
upon the filing with the Trustee of evidence of the consent of the Holders as
aforesaid, and upon receipt by the Trustee of the documents described in
Section 9.06, the Trustee shall join with the Company in the execution of such
amendment or supplemental indenture.

     It shall not be necessary for the consent of the Holders under this Section
9.02 to approve the particular form of any proposed amendment, supplement or
waiver, but it shall be sufficient if such consent approves the substance
thereof.

     The Holders of a majority in principal amount of the then outstanding
Securities of one or more series or of all series may waive compliance in
a particular instance by the Company with any provision of this Indenture with
respect to Securities of such series (including waivers obtained in connection
with a tender offer or exchange offer for Securities of such series or a
solicitation of consents in respect of Securities of such series, provided that
in each case such offer or solicitation is made to all Holders of then
outstanding Securities of such series (but the terms of such offer or
solicitation may vary from series to series)).

     However, without the consent of each Holder affected, an amendment,
supplement or waiver under this Section 9.02 may not:

          (1)  reduce the amount of Securities whose Holders must consent to an
     amendment, supplement or waiver;

          (2)  reduce the rate of or change the time for payment of interest,
     including default interest, on any Security;

          (3)  reduce the principal of or premium on, or change the Stated
     Maturity of, any Security;

          (4)  reduce the premium, if any, payable upon the redemption of any
     Security or change the time at which any Security may or shall be redeemed;

          (5)  change any obligation of the Company to pay Additional Amounts
     with respect to any Security;

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<PAGE>   49
          (6)  change the coin or currency or currencies (including
     composite currencies) in which any Security or any premium, interest or
     Additional Amounts with respect thereto are payable;

          (7)  impair the right to institute suit for the enforcement of
     any payment of principal of, premium (if any) or interest on or any
     Additional Amounts with respect to any Security pursuant to Sections 6.07
     and 6.08, except as limited by Section 6.06;

          (8)  make any change in the percentage of principal amount of
     Securities necessary to waive compliance with certain provisions of this
     Indenture pursuant to Section 6.04 or 6.07 or make any change in this
     sentence of Section 9.02; or

          (9)  waive a continuing Default or Event of Default in the
     payment of principal of, premium (if any) or interest on or Additional
     Amounts with respect to the Securities.

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

     The right of any Holder to participate in any consent required or sought
pursuant to any provision of this Indenture (and the obligation of the Company
to obtain any such consent otherwise required from such Holder) may be subject
to the requirement that such Holder shall have been the Holder of record of any
Securities with respect to which such consent is required or sought as of a date
identified by the Company in a notice furnished to Holders in accordance with
the terms of this Indenture.

     After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Company shall mail to the Holders of each Security affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amendment,
supplement or waiver.

SECTION 9.03   Compliance with Trust Indenture Act.

     Every amendment or supplement to this Indenture or the Securities shall
comply in form and substance with the TIA as then in effect.

SECTION 9.04   Revocation and Effect of Consents.

     Until an amendment, supplement or waiver becomes effective, a consent to it
by a Holder is a continuing consent by the Holder and every subsequent Holder of
a Security or portion of a Security that evidences the same debt as the
consenting Holder's Security, even if notation of the consent is not made on any
Security. However, any such Holder or subsequent Holder may revoke the consent
as to his or her Security or portion of a Security if the Trustee receives
written notice of revocation before the date the amendment, supplement or waiver

                                      -44-

<PAGE>   50
becomes effective. An amendment, supplement or waiver becomes
effective in accordance with its terms and thereafter binds every Holder.

     The Company may, but shall not be obligated to, fix a record date (which
need not comply with Section 316(c) of the TIA) for the purpose of determining
the Holders entitled to consent to any amendment, supplement or waiver or to
take any other action under this Indenture. If a record date is fixed, then
notwithstanding the provisions of the immediately preceding paragraph, those
Persons who were Holders at such record date (or their duly designated proxies),
and only those Persons, shall be entitled to consent to such amendment,
supplement or waiver or to revoke any consent previously given, whether or not
such Persons continue to be Holders after such record date. No consent shall be
valid or effective for more than 90 days after such record date unless consents
from Holders of the principal amount of Securities required hereunder for such
amendment or waiver to be effective shall have also been given and not revoked
within such 90-day period.

     After an amendment, supplement or waiver becomes effective, it shall bind
every Holder, unless it is of the type described in any of clauses (1) through
(9) of Section 9.02 hereof. In such case, the amendment, supplement or waiver
shall bind each Holder who has consented to it and every subsequent Holder that
evidences the same debt as the consenting Holder's Security.

SECTION 9.05   Notation on or Exchange of Securities.

     If an amendment or supplement changes the terms of an outstanding Security,
the Company may require the Holder of the Security to deliver it to the Trustee.
The Trustee may place an appropriate notation on the Security at the request of
the Company regarding the changed terms and return it to the Holder.
Alternatively, if the Company so determines, the Company in exchange for the
Security shall issue and the Trustee shall authenticate a new Security that
reflects the changed terms. Failure to make the appropriate notation or to issue
a new Security shall not affect the validity of such amendment or supplement.

     Securities of any series authenticated and delivered after the execution
of any amendment or supplement may, and shall if required by the Trustee, bear
a notation in form approved by the Trustee as to any matter provided for in such
amendment or supplement.

SECTION 9.06   Trustee to Sign Amendments, etc.

     The Trustee shall sign any amendment or supplement authorized pursuant to
this Article if the amendment or supplement does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. If it does, the
Trustee may, but need not, sign it. In signing or refusing to sign such
amendment or supplement, the Trustee shall be entitled to receive, and, subject
to Section 7.01 hereof, shall be fully protected in relying upon, an Opinion of
Counsel provided at the expense of the Company as conclusive evidence that such
amendment or supplement is authorized or permitted by this Indenture, that it is
not inconsistent herewith, and that it will be valid and binding upon the
Company in accordance with its terms.

                                      -45-
<PAGE>   51


                                   ARTICLE X
                                 MISCELLANEOUS

SECTION 10.01   Trust Indenture Act Controls.

     If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by operation of TIA (section) 318(c), the imposed duties shall
control.

SECTION 10.02   Notices.

     Any notice or communication by the Company or the Trustee to the other is
duly given if in writing and delivered in person or mailed by first-class mail
(registered or certified, return receipt requested), telex, facsimile or
overnight air courier guaranteeing next day delivery, to the other's address:

     If to the Company:

     Pogo Producing Company
     5 Greenway Plaza, Suite 2700
     Houston, Texas 77046
     Attention:  Gerald A. Morton, Vice President-Law and Corporate Secretary

     If to the Trustee:

     The Bank of New York
     101 Barclay Street
     Attention:  Corporate Trust Administration -- 21st Floor
     New York, New York  10286

     The Company or the Trustee by notice to the other may designate additional
or different addresses for subsequent notices or communications.

     All notices and communications shall be deemed to have been duly given: at
the time delivered by hand, if personally delivered; five Business Days after
being deposited in the mail, postage prepaid, if mailed; when answered back, if
telexed; when receipt acknowledged, if by facsimile; and the next Business Day
after timely delivery to the courier, if sent by overnight air courier
guaranteeing next day delivery.

     Any notice or communication to a Holder shall be mailed by first-class
mail, postage prepaid, to the Holder's address shown on the register kept by the
Registrar. Failure to mail a notice or communication to a Holder or any defect
in it shall not affect its sufficiency with respect to other Holders.

     If a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it,
except in the case of notice to the Trustee, it is duly given only when
received.


                                      -46-

<PAGE>   52
     If the Company mails a notice or communication to Holders, it shall mail a
copy to the Trustee and each Agent at the same time.

     All notices or communications, including without limitation notices to the
Trustee or the Company by Holders, shall be in writing, except as otherwise set
forth herein.

     In case by reason of the suspension of regular mail service, or by reason
of any other cause, it shall be impossible to mail any notice required by this
Indenture, then such method of notification as shall be made with the approval
of the Trustee shall constitute a sufficient mailing of such notice.

SECTION 10.03   Communication by Holders with Other Holders.

     Holders may communicate pursuant to TIA (section) 312(b) with other Holders
with respect to their rights under this Indenture or the Securities. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA (section) 312(c).

SECTION 10.04   Certificate and Opinion as to Conditions Precedent.

     Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall, if requested by the Trustee,
furnish to the Trustee at the expense of the Company:

          (1)  an Officers' Certificate (which shall include the statements set
     forth in Section 10.05) stating that, in the opinion of the signers, all
     conditions precedent and covenants, if any, provided for in this Indenture
     relating to the proposed action have been complied with; and

          (2)  an Opinion of Counsel (which shall include the statements set
     forth in Section 10.05 hereof) stating that, in the opinion of such
     counsel, all such conditions precedent and covenants have been complied
     with.

SECTION 10.05   Statements Required in Certificate or Opinion.

     Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA (section) 314(a)(4)) shall comply with the provisions of TIA
(section) 314(e) and shall include:

          (1)  a statement that the Person making such certificate or opinion
     has read such covenant or condition;

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

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


                                      -47-

<PAGE>   53
          (4)  a statement  as to whether or not, in the opinion of such
     Person, such  condition  or covenant  has been complied with.

SECTION 10.06   Rules by Trustee and Agents.

     The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or the Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

SECTION 10.07   Legal Holidays.

     If a payment date is a Legal Holiday at a Place of Payment, payment may be
made at that place on the next succeeding day that is not a Legal Holiday, and
no interest shall accrue for the intervening period.

SECTION 10.08   No Recourse Against Others.

     A director, officer, employee, stockholder, partner or other owner of the
Company or the Trustee, as such, shall not have any liability for any
obligations of the Company under the Securities or for any obligations of the
Company or the Trustee under this Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation. Each Holder by
accepting a Security waives and releases all such liability. The waiver and
release shall be part of the consideration for the issue of Securities.

SECTION 10.09   Governing Law.

     THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.

SECTION 10.10   No Adverse Interpretation of Other Agreements.

     This Indenture may not be used to interpret another indenture, loan or debt
agreement of the Company or any other Subsidiary. Any such indenture, loan or
debt agreement may not be used to interpret this Indenture.

SECTION 10.11   Successors.

     All agreements of the Company in this Indenture and the Securities shall
bind its successors. All agreements of the Trustee in this Indenture shall bind
its successors.

SECTION 10.12   Severability.

     In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall, to the fullest extent permitted by applicable
law, not in any way be affected or impaired thereby.


                                      -48-
<PAGE>   54


SECTION 10.13   Counterpart Originals.

     The parties may sign any number of copies of this Indenture. Each signed
copy shall be an original, but all of them together represent the same
agreement.

SECTION 10.14   Table of Contents, Headings, etc.

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



                                      -49-


<PAGE>   55


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

                    POGO PRODUCING COMPANY


                    By:________________________________________________________

                    Name:______________________________________________________

                    Title:_____________________________________________________


                    THE BANK OF NEW YORK,
                         as Trustee


                    By:_______________________________________________________

                    Name:_____________________________________________________

                    Title:____________________________________________________


                                      -50-