<PAGE>   1
                                                                     EXHIBIT 4.4







                 -----------------------------------------------

                                   EXHIBIT 4.4

                           COMMUNITY BANCSHARES, INC.
                                    AS ISSUER




                                    INDENTURE

                           DATED AS OF MARCH 23, 2000



                              THE BANK OF NEW YORK
                                   AS TRUSTEE



                       JUNIOR SUBORDINATED DEBT SECURITIES


                 -----------------------------------------------


<PAGE>   2


TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                      Page
                                                                                                      ----

<S>                                                                                                   <C>
         Parties.........................................................................................1
         Recitals........................................................................................1
         Authorization of Indenture......................................................................1
         Compliance with Legal Requirements..............................................................1
         Purpose of and Consideration for Indenture......................................................1


ARTICLE I
DEFINITIONS

         SECTION 1.01.
         Definitions.....................................................................................1
         Additional Interest.............................................................................1
         Affiliate.......................................................................................1
         Authenticating Agent............................................................................2
         Bankruptcy Law..................................................................................2
         Board of Directors..............................................................................2
         Board Resolution................................................................................2
         Business Day....................................................................................2
         Capital Securities..............................................................................2
         Capital Securities Guarantee....................................................................2
         Capital Treatment Event.........................................................................2
         Certificate.....................................................................................2
         Common Securities...............................................................................2
         Company.........................................................................................3
         Comparable Treasury Issue.......................................................................3
         Comparable Treasury Price.......................................................................3
         Custodian.......................................................................................3
         Debt Security or Debt Securities................................................................3
         Debt Security Register..........................................................................3
         Declaration.....................................................................................3
         Default.........................................................................................3
         Defaulted Interest..............................................................................3
         Deferred Interest...............................................................................3
         Event of Default................................................................................3
         Extension Period................................................................................3
         Federal Reserve.................................................................................3
         Finance Subsidiary..............................................................................3
         Indenture.......................................................................................4
         Institutional Trustee...........................................................................4
</TABLE>


<PAGE>   3


<TABLE>

<S>                                                                                                   <C>
         Interest Payment Date...........................................................................4
         Interest Rate...................................................................................4
         Investment Company Event........................................................................4
         Liquidation Amount..............................................................................4
         Maturity Date...................................................................................4
         Officers' Certificate...........................................................................4
         Opinion of Counsel..............................................................................4
         Outstanding.....................................................................................4
         Person..........................................................................................5
         Predecessor Security............................................................................5
         Primary Treasury Dealer.........................................................................5
         Principal Office of the Trustee.................................................................5
         Quotation Agent.................................................................................5
         Redemption Date.................................................................................5
         Reference Treasury Dealer.......................................................................6
         Reference Treasury Dealer Quotations............................................................6
         Remaining Life..................................................................................6
         Responsible Officer.............................................................................6
         Securityholder, holder of Debt Securities.......................................................6
         Senior Indebtedness.............................................................................6
         Special Event...................................................................................7
         Special Redemption Date.........................................................................7
         Special Redemption Price........................................................................7
         Subsidiary......................................................................................7
         Tax Event.......................................................................................7
         Treasury Rate...................................................................................8
         The Trust.......................................................................................8
         Trust Indenture Act.............................................................................8
         Trust Securities................................................................................8
         Trustee.........................................................................................8

ARTICLE II
DEBT SECURITIES

         SECTION 2.01.  Authentication and Dating........................................................9
         SECTION 2.02.  Form of Trustee's Certificate of Authentication..................................9
         SECTION 2.03.  Form and Denomination of Debt Securities........................................10
         SECTION 2.04.  Execution of Debt Securities....................................................10
         SECTION 2.05.  Exchange and Registration of Transfer of Debt Securities........................10
         SECTION 2.06.  Mutilated, Destroyed, Lost or Stolen Debt Securities............................12
         SECTION 2.07.  Temporary Debt Securities.......................................................13
         SECTION 2.08.  Payment of Interest.............................................................13
         SECTION 2.09.  Cancellation of Debt Securities Paid, etc.......................................14
         SECTION 2.10.  Computation of Interest.........................................................15
</TABLE>


<PAGE>   4



<TABLE>

<S>                                                                                                   <C>
         SECTION 2.11.  Extension of Interest Payment Period............................................15
         SECTION 2.12.  CUSIP Numbers...................................................................16

ARTICLE III
PARTICULAR COVENANTS OF THE COMPANY


         SECTION 3.01.  Payment of Principal, Premium and Interest; Agreed Treatment of the
         Debt Securities and the Capital Securities.....................................................16
         SECTION 3.02.  Offices for Notices and Payments, etc...........................................17
         SECTION 3.03.  Appointments to Fill Vacancies in Trustee's Office..............................17
         SECTION 3.04.  Provision as to Paying Agent....................................................18
         SECTION 3.05.  Certificate to Trustee..........................................................19
         SECTION 3.06.  Additional Sums.................................................................19
         SECTION 3.07.  Compliance with Consolidation Provisions........................................19
         SECTION 3.08.  Limitation on Dividends.........................................................19
         SECTION 3.09.  Covenants as to the Trust.......................................................20

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

         SECTION 4.01.  Securityholders' Lists..........................................................20
         SECTION 4.02.  Preservation and Disclosure of Lists............................................21

ARTICLE V
REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
UPON AN EVENT OF DEFAULT

         SECTION 5.01.  Events of Default...............................................................22
         SECTION 5.02.  Payment of Debt Securities on Default; Suit Therefor............................24
         SECTION 5.03.  Application of Moneys Collected by Trustee......................................25
         SECTION 5.04.  Proceedings by Securityholders..................................................26
         SECTION 5.05.  Proceedings by Trustee..........................................................26
         SECTION 5.06.  Remedies Cumulative and Continuing..............................................26
         SECTION 5.07.  Direction of Proceedings and Waiver of Defaults by Majority of
         Securityholders................................................................................27
         SECTION 5.08.  Notice of Defaults..............................................................27
         SECTION 5.09.  Undertaking to Pay Costs........................................................28

ARTICLE VI
CONCERNING THE TRUSTEE

         SECTION 6.01.  Duties and Responsibilities of Trustee..........................................28
         SECTION 6.02.  Reliance on Documents, Opinions, etc............................................29
         SECTION 6.03.  No Responsibility for Recitals, etc.............................................30
</TABLE>


<PAGE>   5


<TABLE>

<S>                                                                                                   <C>

         SECTION 6.04.  Trustee, Authenticating Agent, Paying Agents, Transfer Agents or Registrar
         May Own Debt Securities........................................................................30
         SECTION 6.05.  Moneys to be Held in Trust......................................................31
         SECTION 6.06.  Compensation and Expenses of Trustee............................................31
         SECTION 6.07.  Officers' Certificate as Evidence...............................................32
         SECTION 6.08.  Eligibility of Trustee..........................................................32
         SECTION 6.09.  Resignation or Removal of Trustee...............................................32
         SECTION 6.10.  Acceptance by Successor Trustee.................................................33
         SECTION 6.11.  Succession by Merger, etc.......................................................34
         SECTION 6.12.  Authenticating Agents...........................................................35


ARTICLE VII
CONCERNING THE SECURITYHOLDERS

         SECTION 7.01.  Action by Securityholders.......................................................36
         SECTION 7.02.  Proof of Execution by Securityholders...........................................37
         SECTION 7.03.  Who Are Deemed Absolute Owners..................................................37
         SECTION 7.04.  Debt Securities Owned by Company Deemed Not Outstanding.........................37
         SECTION 7.05.  Revocation of Consents; Future Holders Bound....................................38

ARTICLE VIII
SECURITYHOLDERS' MEETINGS

         SECTION 8.01.  Purposes of Meetings............................................................38
         SECTION 8.02.  Call of Meetings by Trustee.....................................................38
         SECTION 8.03.  Call of Meetings by Company or Securityholders..................................39
         SECTION 8.04.  Qualifications for Voting.......................................................39
         SECTION 8.05.  Regulations.....................................................................39
         SECTION 8.06.  Voting..........................................................................40
         SECTION 8.07.  Quorum; Actions.................................................................40

ARTICLE IX
SUPPLEMENTAL INDENTURES

         SECTION 9.01.  Supplemental Indentures without Consent of Securityholders......................41
         SECTION 9.02.  Supplemental Indentures with Consent of Securityholders.........................42
         SECTION 9.03.  Effect of Supplemental Indentures...............................................43
         SECTION 9.04.  Notation on Debt Securities.....................................................44
         SECTION 9.05.  Evidence of Compliance of Supplemental Indenture to be Furnished to
         Trustee........................................................................................44

ARTICLE X
REDEMPTION OF SECURITIES
</TABLE>


<PAGE>   6


<TABLE>

<S>                                                                                                   <C>
         SECTION 10.01.  Optional Redemption............................................................44
         SECTION 10.02.  Special Event Redemption.......................................................44
         SECTION 10.03.  Notice of Redemption; Selection of Debt Securities.............................44
         SECTION 10.04.  Payment of Debt Securities Called for Redemption...............................45

         ARTICLE XI
         CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

         SECTION 11.01.  Company May Consolidate, etc., on Certain Terms................................46
         SECTION 11.02.  Successor Entity to be Substituted.............................................46
         SECTION 11.03.  Opinion of Counsel to be Given to Trustee......................................47

ARTICLE XII
SATISFACTION AND DISCHARGE OF INDENTURE

         SECTION 12.01.  Discharge of Indenture.........................................................47
         SECTION 12.02.  Deposited Moneys to be Held in Trust by Trustee................................48
         SECTION 12.03.  Paying Agent to Repay Moneys Held..............................................48
         SECTION 12.04.  Return of Unclaimed Moneys.....................................................48

ARTICLE XIII
IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

         SECTION 13.01.  Indenture and Debt Securities Solely Corporate Obligations.....................48

ARTICLE XIV
MISCELLANEOUS PROVISIONS

         SECTION 14.01.  Successors.....................................................................49
         SECTION 14.02.  Official Acts by Successor Entity..............................................49
         SECTION 14.03.  Surrender of Company Powers....................................................49
         SECTION 14.04.  Addresses for Notices, etc.....................................................49
         SECTION 14.05.  Governing Law..................................................................49
         SECTION 14.06.  Evidence of Compliance with Conditions Precedent...............................49
         SECTION 14.07.  Non-Business Days..............................................................50
         SECTION 14.08.  Table of Contents, Headings, etc...............................................50
         SECTION 14.09.  Execution in Counterparts......................................................50
         SECTION 14.10.  Separability...................................................................50
         SECTION 14.11.  Assignment.....................................................................51
         SECTION 14.12.  Acknowledgment of Rights.......................................................51

ARTICLE XV
SUBORDINATION OF DEBT SECURITIES

         SECTION 15.01.  Agreement to Subordinate.......................................................51
</TABLE>


<PAGE>   7


<TABLE>

<S>                                                                                                   <C>
         SECTION 15.02.  Default on Senior Indebtedness.................................................52
         SECTION 15.03.  Liquidation; Dissolution; Bankruptcy...........................................53
         SECTION 15.04.  Subrogation....................................................................54
         SECTION 15.05.  Trustee to Effectuate Subordination............................................55
         SECTION 15.06.  Notice by the Company..........................................................55
         SECTION 15.07.  Rights of the Trustee; Holders of Senior Indebtedness..........................56
         SECTION 15.08.  Subordination May Not Be Impaired..............................................56
</TABLE>


<PAGE>   8


                              THIS INDENTURE, dated as of March 23, 2000,
                    between Community Bancshares, Inc., a bank holding company
                    incorporated in Delaware (hereinafter sometimes called the
                    "Company"), and The Bank of New York, as trustee
                    (hereinafter sometimes called the "Trustee"),

                    W I T N E S S E T H :

                              WHEREAS, for its lawful corporate purposes, the
                    Company has duly authorized the issuance of its 10 7/8%
                    Junior Subordinated Deferrable Interest Debentures due 2030
                    (the "Debt Securities") under this Indenture to provide,
                    among other things, for the execution and authentication,
                    delivery and administration thereof, the Company has duly
                    authorized the execution of this Indenture; and

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

                              NOW, THEREFORE, This Indenture Witnesseth:

                              In consideration of the premises, and the purchase
                    of the Debt Securities by the holders thereof, the Company
                    covenants and agrees with the Trustee for the equal and
                    proportionate benefit of the respective holders from time to
                    time of the Debt Securities as follows:


                    ARTICLE I
                    DEFINITIONS

                              SECTION 1.01. Definitions

                              The terms defined in this Section 1.01 (except as
                    herein otherwise expressly provided or unless the context
                    otherwise requires) for all purposes of this Indenture and
                    of any indenture supplemental hereto shall have the
                    respective meanings specified in this Section 1.01. All
                    accounting terms used herein and not expressly defined shall
                    have the meanings assigned to such terms in accordance with
                    generally accepted accounting principles and the term
                    "generally accepted accounting principles" means such
                    accounting principles as are generally accepted at the time
                    of any computation. The words "herein," "hereof" and
                    "hereunder" and other words of similar import refer to this
                    Indenture as a whole and not to any particular Article,
                    Section or other subdivision.

                              "Additional Interest" shall have the meaning set
                    forth in Section 3.06.

                              "Affiliate" means, with respect to a specified
                    Person, any Person directly or indirectly controlling or
                    controlled by, or under direct or indirect common control
                    with the specified Person. For purposes of this definition,


                                       1
<PAGE>   9


                    "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.

                              "Authenticating Agent" means any agent or agents
                    of the Trustee which at the time shall be appointed and
                    acting pursuant to Section 6.12.

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

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

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

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

                              "Capital Securities" means undivided beneficial
                    interests in the assets of Community (AL) Capital Trust I
                    which rank pari passu with Common Securities issued by
                    Community (AL) Capital Trust I; provided, however, that upon
                    the occurrence of an Event of Default (as defined in the
                    Declaration), the rights of holders of such Common
                    Securities to payment in respect of distributions and
                    payments upon liquidation, redemption and otherwise are
                    subordinated to the rights of holders of such Capital
                    Securities.

                              "Capital Securities Guarantee" means, in respect
                    of the guarantee that the Company may enter into with The
                    Bank of New York or other Persons that operates directly or
                    indirectly for the benefit of holders of Capital Securities
                    of Community (AL) Capital Trust I.

                              "Capital Treatment Event" means the reasonable
                    determination by the Company that, as a result of the
                    occurrence of any amendment to, or change (including any
                    announced prospective change) in, the laws of the United
                    States or any political subdivision thereof or therein, or
                    as the result of any official or administrative
                    pronouncement or action or decision interpreting or applying
                    such laws, rules or regulations, which amendment or change
                    is effective or which pronouncement, action or decision is
                    announced on or after the date of issuance of the Debt
                    Securities, there is more than an insubstantial risk that
                    the Company will not be entitled to treat an amount equal to
                    the aggregate Liquidation Amount of the Debt Securities as
                    "Tier I Capital" (or the then equivalent thereof) for
                    purposes of the capital adequacy guidelines of the


                                       2
<PAGE>   10


                    Federal Reserve, as then in effect and applicable to the
                    Company.

                              "Certificate" means a certificate signed by any
                    one of the principal executive officer, the principal
                    financial officer or the principal accounting officer of the
                    Company.

                              "Common Securities" means undivided beneficial
                    interests in the assets of Community (AL) Capital Trust I
                    which rank pari passu with Capital Securities issued by
                    Community (AL) Capital Trust I; provided, however, that upon
                    the occurrence of an Event of Default (as defined in the
                    Declaration), the rights of holders of such Common
                    Securities to payment in respect of distributions and
                    payments upon liquidation, redemption and otherwise are
                    subordinated to the rights of holders of such Capital
                    Securities.

                              "Company" means Community Bancshares Inc., a bank
                    holding company incorporated in Delaware, and, subject to
                    the provisions of Article XI, shall include its successors
                    and assigns.

                              "Comparable Treasury Issue" means with respect to
                    any Special Redemption Date, the United States Treasury
                    security selected by the Quotation Agent as having a
                    maturity comparable to the Remaining Life that would be
                    utilized, at the time of selection and in accordance with
                    customary financial practice, in pricing new issues of
                    corporate debt securities of comparable maturity to the
                    Remaining Life. If no United States Treasury security has a
                    maturity which is within a period from three months before
                    to three months after March 8, 2010, the two most closely
                    corresponding United States Treasury securities shall be
                    used as the Comparable Treasury Issue, and the Treasury Rate
                    shall be interpolated or extrapolated on a straight-line
                    basis, rounding to the nearest month using such securities.

                              "Comparable Treasury Price" means (a) the average
                    of five Reference Treasury Dealer Quotations for such
                    Special Redemption Date, after excluding the highest and
                    lowest such Reference Treasury Dealer Quotations, or (b) if
                    the Trustee obtains fewer than five such Reference Treasury
                    Dealer Quotations, the average of all such Quotations.

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

                              "Debt Security" or "Debt Securities" has the
                    meaning stated in the first recital of this Indenture.

                              "Debt Security Register" has the meaning specified
                    in Section 2.05.

                              "Declaration" means the Amended and Restated
                    Declaration of Trust of Community (AL) Capital Trust I, as
                    amended or supplemented from time to time.


                                       3
<PAGE>   11


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

                              "Defaulted Interest" has the meaning set forth in
                    Section 2.08.

                              "Deferred Interest" has the meaning set forth in
                    Section 2.11.

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

                              "Extension Period" has the meaning set forth in
                    Section 2.11.

                              "Federal Reserve" means the Board of Governors of
                    the Federal Reserve System.

                              "Finance Subsidiary" means a special purpose
                    vehicle created expressly for the purpose of financing the
                    activities of the Company and its subsidiaries.

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

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

                              "Interest Payment Date" means each March 8 and
                    September 8 during the term of this Indenture.

                              "Interest Rate" means 107/8%.

                              "Investment Company Event" means the receipt by
                    Community (AL) Capital Trust I of an opinion of counsel
                    experienced in such matters to the effect that, as a result
                    of the occurrence of a change in law or regulation or
                    written change (including any announced prospective change)
                    in interpretation or application of law or regulation by any
                    legislative body, court, governmental agency or regulatory
                    authority, there is more than an insubstantial risk that
                    Community (AL) Capital Trust I is or will be considered an
                    "investment company" that is required to be registered under
                    the Investment Company Act of 1940, as amended, which change
                    or prospective change becomes effective or would become
                    effective, as the case may be, on or after the date of the
                    issuance of the Debt Securities.

                              "Liquidation Amount" means the stated amount of
                    $1,000 per Trust Security.

                              "Maturity Date" means March 8, 2030.


                                       4
<PAGE>   12


                              "Officers' Certificate" means a certificate signed
                    by the Chairman of the Board, the Vice Chairman, the
                    President, any Managing Director or any Vice President, and
                    by the Chief Financial Officer, the Treasurer, an Assistant
                    Treasurer, the Comptroller, an Assistant Comptroller, the
                    Secretary or an Assistant Secretary of the Company, and
                    delivered to the Trustee. Each such certificate shall
                    include the statements provided for in Section 14.06 if and
                    to the extent required by the provisions of such Section.

                              "Opinion of Counsel" means an opinion in writing
                    signed by legal counsel, who may be an employee of or
                    counsel to the Company, or may be other counsel satisfactory
                    to the Trustee. Each such opinion shall include the
                    statements provided for in Section 14.06 if and to the
                    extent required by the provisions of such Section.

                              The term "outstanding," when used with reference
                    to Debt Securities, subject to the provisions of Section
                    7.04, means, as of any particular time, all Debt Securities
                    authenticated and delivered by the Trustee or the
                    Authenticating Agent under this Indenture, except

                  (a) Debt Securities theretofore canceled by the Trustee or
          the Authenticating Agent or delivered to the Trustee for cancellation;

                  (b) Debt Securities, or portions thereof, for the payment or
         redemption of which moneys in the necessary amount shall have been
         deposited in trust with the Trustee or with any paying agent (other
         than the Company) or shall have been set aside and segregated in trust
         by the Company (if the Company shall act as its own paying agent);
         provided that, if such Debt Securities, or portions thereof, are to be
         redeemed prior to maturity thereof, notice of such redemption shall
         have been given as provided in Article Fourteen or provision
         satisfactory to the Trustee shall have been made for giving such
         notice; and

                  (c) Debt Securities paid pursuant to Section 2.06 or in lieu
         of or in substitution for which other Debt Securities shall have been
         authenticated and delivered pursuant to the terms of Section 2.06
         unless proof satisfactory to the Company and the Trustee is presented
         that any such Debt Securities are held by bona fide holders in due
         course.

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

                                       "Predecessor Security" of any particular
                     Debt Security means every previous Debt Security evidencing
                     all or a portion of the same debt as that evidenced by such
                     particular Debt Security; and, for the purposes of this
                     definition, any Debt Security authenticated and delivered
                     under Section 2.06 in lieu of a lost, destroyed or stolen
                     Debt Security shall be deemed to evidence the same debt as
                     the lost, destroyed or stolen Debt Security.


                                       5
<PAGE>   13


                              "Primary Treasury Dealer" means a primary United
                    States Government securities dealer in New York City.

                              "Principal Office of the Trustee," or other
                    similar term, means the office of the Trustee, at which at
                    any particular time its corporate trust business shall be
                    principally administered, which at the time of the execution
                    of this Indenture shall be 101 Barclay Street, Floor 21
                    West, New York, NY 10286.

                              "Quotation Agent" means Salomon Smith Barney, Inc.
                    and its successors; provided, however, that if the foregoing
                    shall cease to be a Primary Treasury Dealer, the Company
                    shall substitute therefor another Primary Treasury Dealer.

                              "Redemption Date" has the meaning set forth in
                    Section 10.01.

                              "Redemption Price" means the price set forth in
                    the following table for any Redemption Date or Special
                    Redemption Date that occurs within the twelve-month period
                    beginning in the relevant year indicated below, expressed in
                    percentage of the principal amount of the Debt Securities
                    being redeemed:


<TABLE>
<CAPTION>

                          Year
                       Beginning                            Percentage
                       ---------                            ----------
                       <S>                                  <C>

                         March 8,                              105.4
                          2010                                   38
                         March 8,                              104.8
                          2011                                   94
                         March 8,                              104.3
                          2012                                   50
                         March 8,                              103.8
                          2013                                   06
                         March 8,                              103.2
                          2014                                   63
                         March 8,                              102.7
                          2015                                   19
                         March 8,                              102.1
                          2016                                   75
                         March 8,                              101.6
                          2017                                   31
                         March 8,                              101.0
                          2018                                   88
</TABLE>


                                        6
<PAGE>   14


<TABLE>

                       <S>                                  <C>
                         March 8,                              100.5
                          2019                                   44
                         March 8,                              100.0
                         2020 and                                00
                          after
</TABLE>

                    plus accrued and unpaid interest on such Debentures to the
                    Redemption Date or, in the case of a redemption due to the
                    occurrence of a Special Event, to the Special Redemption
                    Date.

                              "Reference Treasury Dealer" means (i) the
                    Quotation Agent and (ii) any other Primary Treasury Dealer
                    selected by the Trustee after consultation with the Company.

                              "Reference Treasury Dealer Quotations" means, with
                    respect to each Reference Treasury Dealer and any Redemption
                    Date, the average, as determined by the Quotation Agent, of
                    the bid and asked prices for the Comparable Treasury Issue
                    (expressed in each case as a percentage of its principal
                    amount) quoted in writing to the Trustee by such Reference
                    Treasury Dealer at 5:00 p.m., New York City time, on the
                    third Business Day preceding such Redemption Date.

                              "Remaining Life" means, with respect to any Debt
                    Security, the period from the Special Redemption Date for
                    such Debt Security to March 8, 2010.

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

                              "Securityholder," "holder of Debt Securities" or
                    other similar terms, means any Person in whose name at the
                    time a particular Debt Security is registered on the
                    register kept by the Company or the Trustee for that purpose
                    in accordance with the terms hereof.

                              "Senior Indebtedness" means, with respect to the
                    Company, (i) the principal, premium, if any, and interest in
                    respect of (A) indebtedness of the Company for money
                    borrowed and (B) indebtedness evidenced by securities,
                    debentures, notes, bonds or other similar instruments issued
                    by the


                                        7

<PAGE>   15


                    Company; (ii) all capital lease obligations of the Company;
                    (iii) all obligations of the Company issued or assumed as
                    the deferred purchase price of property, all conditional
                    sale obligations of the Company and all obligations of the
                    Company under any title retention agreement (but excluding
                    trade accounts payable arising in the ordinary course of
                    business); (iv) all obligations of the Company for the
                    reimbursement of any letter of credit, any banker's
                    acceptance, any security purchase facility, any repurchase
                    agreement or similar arrangement, any interest rate swap,
                    any other hedging arrangement, any obligation under options
                    or any similar credit or other transaction; (v) all
                    obligations of the type referred to in clauses (i) through
                    (iv) above of other Persons for the payment of which the
                    Company is responsible or liable as obligor, guarantor or
                    otherwise; and (vi) all obligations of the type referred to
                    in clauses (i) through (v) above of other Persons secured by
                    any lien on any property or asset of the Company (whether or
                    not such obligation is assumed by the Company), whether
                    incurred on or prior to the date of this Indenture or
                    thereafter incurred, unless, in the instrument creating or
                    evidencing the same or pursuant to which the same is
                    outstanding, it is provided that such obligations are not
                    superior or pari passu in right of payment to the Debt
                    Securities, except for (1) any indebtedness between or among
                    the Company and any Finance Subsidiary of the Company, and
                    (2) Debt Securities issued pursuant to this Indenture and
                    guarantees in respect of such Debt Securities. Senior
                    Indebtedness shall continue to be Senior Indebtedness and be
                    entitled to the subordination provisions irrespective of any
                    amendment, modification or waiver of any term of such Senior
                    Indebtedness.

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

                              "Special Redemption Date" has the meaning set
                    forth in 10.02.

                              "Special Redemption Price" means (1) if the
                    Special Redemption Date is before March 8, 2010, the greater
                    of (a) 100% of the principal amount of the Debt Securities
                    being redeemed pursuant to Section 10.02 and (b) as
                    determined by a Quotation Agent, the sum of the present
                    values of scheduled payments of principal and interest over
                    the Remaining Life of such Debt Securities, discounted to
                    the Special Redemption Date on a semi-annual basis (assuming
                    a 360-day year consisting of twelve 30-day months) at the
                    Treasury Rate plus 0.45%, plus, in the case of either (a) or
                    (b), accrued and unpaid interest on such Debt Securities to
                    the Special Redemption Date and (2) if the Special
                    Redemption Date is on or after March 8, 2010, the Redemption
                    Price for such Special Redemption Date.

                              "Subsidiary" means, with respect to any Person,
                    (i) any corporation at least a majority of the outstanding
                    voting stock of which is owned, directly or indirectly, by
                    such Person or by one or more of its Subsidiaries, or by
                    such Person and one or more of its Subsidiaries, (ii) any
                    general partnership, joint venture or similar entity, at
                    least a majority of the


                                        8
<PAGE>   16


                    outstanding partnership or similar interests of which shall
                    at the time be owned by such Person, or by one or more of
                    its Subsidiaries, or by such Person and one or more of its
                    Subsidiaries, and (iii) any limited partnership of which
                    such Person or any of its Subsidiaries is a general partner.
                    For the purposes of this definition, "voting stock" means
                    shares, interests, participations or other equivalents in
                    the equity interest (however designated) in such Person
                    having ordinary voting power for the election of a majority
                    of the directors (or the equivalent) of such Person, other
                    than shares, interests, participations or other equivalents
                    having such power only by reason of the occurrence of a
                    contingency.

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

                              "Treasury Rate" means (i) the yield, under the
                    heading which represents the average for the week
                    immediately prior to the date of calculation, appearing in
                    the most recently published statistical release designated
                    H.15 (519) or any successor publication which is published
                    weekly by the Federal Reserve and which establishes yields
                    on actively traded United States Treasury securities
                    adjusted to constant maturity under the caption "Treasury
                    Constant Maturities," for the maturity corresponding to the
                    Remaining Life (if no maturity is within three months before
                    or after the Remaining Life, yields for the two published
                    maturities most closely corresponding to the Remaining Life
                    shall be determined and the Treasury Rate


                                        9
<PAGE>   17


                    shall be interpolated or extrapolated from such yields on a
                    straight-line basis, rounding to the nearest month) or (ii)
                    if such release (or any successor release) is not published
                    during the week preceding the calculation date or does not
                    contain such yields, the rate per annum equal to the
                    semi-annual equivalent yield to maturity of the Comparable
                    Treasury Issue, calculated using a price for the Comparable
                    Treasury Issue (expressed as a percentage of its principal
                    amount) equal to the Comparable Treasury Price for such
                    Special Redemption Date. The Treasury Rate shall be
                    calculated on the third Business Day preceding the Special
                    Redemption Date.

                              "Trust" means Community (AL) Capital Trust I, the
                    Delaware business trust, or any other similar trust created
                    for the purpose of issuing Capital Securities in connection
                    with the issuance of Debt Securities under this Indenture,
                    of which the Company is the sponsor.

                              "Trust Indenture Act" means the Trust Indenture
                    Act of 1939, as amended.

                              "Trust Securities" means Common Securities and
                    Capital Securities of Community (AL) Capital Trust I

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


                    ARTICLE II
                    DEBT SECURITIES

                              SECTION 2.01. Authentication and Dating.

                              Upon the execution and delivery of this Indenture,
                    or from time to time thereafter, Debt Securities in an
                    aggregate principal amount not in excess of $10,310,000 may
                    be executed and delivered by the Company to the Trustee for
                    authentication, and the Trustee shall thereupon authenticate
                    and make available for delivery said Debt Securities to or
                    upon the written order of the Company, signed by its
                    Chairman of the Board of Directors, Vice Chairman, President
                    or Chief Financial Officer, one of its Managing Directors or
                    one of its Vice Presidents and by its Secretary, any
                    Assistant Secretary, Treasurer or any Assistant Treasurer,
                    without any further action by the Company hereunder. In
                    authenticating such Debt Securities, and accepting the
                    additional responsibilities under this Indenture in relation
                    to such Debt Securities, the Trustee shall be entitled to
                    receive, and (subject to Section 6.01) shall be fully
                    protected in relying upon:

                    (a) a copy of any Board Resolution or Board Resolutions
          relating thereto and, if applicable, an appropriate record of any
          action taken pursuant to such resolution, in each case certified by
          the Secretary or an Assistant Secretary of the


                                       10
<PAGE>   18


          Company as the case may be; and

                    (b) an Opinion of Counsel prepared in accordance with
          Section 14.06 which shall also state:

                              (1) that such Debt Securities, when authenticated
                    and delivered by the Trustee and issued by the Company in
                    each case in the manner and subject to any conditions
                    specified in such Opinion of Counsel, will constitute valid
                    and legally binding obligations of the Company; and

                              (2) that all laws and requirements in respect of
                    the execution and delivery by the Company of the Debt
                    Securities, have been complied with and that authentication
                    and delivery of the Debt Securities by the Trustee will not
                    violate the terms of this Indenture.

          The Trustee shall have the right to decline to authenticate and
deliver any Debt Securities under this Section if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken or if a
Responsible Officer of the Trustee in good faith shall determine that such
action would expose the Trustee to personal liability to existing holders.

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

          SECTION 2.02. Form of Trustee's Certificate of Authentication.

          The Trustee's certificate of authentication on all Debt Securities
shall be in substantially the following form:

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

          THE BANK OF NEW YORK, AS TRUSTEE

          By:_________________________
             Authorized Officer

          Dated: ______________________

          SECTION 2.03.  Form and Denomination of Debt Securities.

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

          SECTION 2.04. Execution of Debt Securities.

          The Debt Securities shall be signed in the name and on behalf of the
Company by


                                       11
<PAGE>   19


the manual or facsimile signature of its Chairman of the Board of Directors,
Vice Chairman, President or Chief Financial Officer, one of its Managing
Directors or one of its Executive Vice Presidents, Senior Vice Presidents or
Vice Presidents and by the manual or facsimile signature of its Secretary, one
of its Assistant Secretaries, its Treasurer or one of its Assistant Treasurers,
under its corporate seal which may be affixed thereto or printed, engraved or
otherwise reproduced thereon, by facsimile or otherwise, and which need not be
attested. Only such Debt Securities as shall bear thereon a certificate of
authentication substantially in the form herein before recited, executed by the
Trustee or the Authenticating Agent by the manual signature of an authorized
officer, shall be entitled to the benefits of this Indenture or be valid or
obligatory for any purpose. Such certificate by the Trustee or the
Authenticating Agent upon any Debt Security executed by the Company shall be
conclusive evidence that the Debt Security so authenticated has been duly
authenticated and delivered hereunder and that the holder is entitled to the
benefits of this Indenture.

          In case any officer of the Company who shall have signed any of the
Debt Securities shall cease to be such officer before the Debt Securities so
signed shall have been authenticated and delivered by the Trustee or the
Authenticating Agent, or disposed of by the Company, such Debt Securities
nevertheless may be authenticated and delivered or disposed of as though the
Person who signed such Debt Securities had not ceased to be such officer of the
Company; and any Debt Security may be signed on behalf of the Company by such
Persons as, at the actual date of the execution of such Debt Security, shall be
the proper officers of the Company, although at the date of the execution of
this Indenture any such person was not such an officer.

          Every Debt Security shall be dated the date of its authentication.

          SECTION 2.05. Exchange and Registration of Transfer of Debt
Securities.

          The Company shall cause to be kept, at the office or agency maintained
for the purpose of registration of transfer and for exchange as provided in
Section 3.02, a register (the "Debt Security Register") for the Debt Securities
issued hereunder in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration and transfer of all
Debt Securities as in this Article Two provided. Such register shall be in
written form or in any other form capable of being converted into written form
within a reasonable time.

          Debt Securities to be exchanged may be surrendered at the principal
corporate trust office of the Trustee or at any office or agency to be
maintained by the Company for such purpose as provided in Section 3.02, and the
Company shall execute, the Company or the Trustee shall register and the Trustee
or the Authenticating Agent shall authenticate and make available for delivery
in exchange therefor the Debt Security or Debt Securities which the
Securityholder making the exchange shall be entitled to receive. Upon due
presentment for registration of transfer of any Debt Security at the principal
corporate trust office of the Trustee or at any office or agency of the Company
maintained for such purpose as provided in Section 3.02, the Company shall
execute, the Company or the Trustee shall register and the Trustee or the
Authenticating Agent shall authenticate and make available for delivery in the
name of the transferee or transferees a new Debt Security for a like aggregate
principal amount. Registration


                                       12
<PAGE>   20


or registration of transfer of any Debt Security by the Trustee or by any agent
of the Company appointed pursuant to Section 3.02, and delivery of such Debt
Security, shall be deemed to complete the registration or registration of
transfer of such Debt Security.

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

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

          The Company or the Trustee shall not be required to exchange or
register a transfer of any Debt Security for a period of 15 days next preceding
the date of selection of Debt Securities for redemption.

          Notwithstanding the foregoing, Debt Securities may not be transferred
except in compliance with the restricted securities legend set forth below (the
"Restrictive Securities Legend"), unless otherwise determined by the Company in
accordance with applicable law:

          THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER
THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF
THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY ONLY (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER
THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO AN
"ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR
(7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS
OWN ACCOUNT, OR FOR THE ACCOUNT OF AN "ACCREDITED INVESTOR," FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE
INDENTURE, A COPY OF WHICH MAY BE OBTAINED


                                       13
<PAGE>   21


FROM THE COMPANY. THE HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH
THE FOREGOING RESTRICTIONS.

          SECTION 2.06. Mutilated, Destroyed, Lost or Stolen Debt Securities

          In case any Debt Security shall become mutilated or be destroyed, lost
or stolen, the Company shall execute, and upon its written request the Trustee
shall authenticate and deliver, a new Debt Security bearing a number not
contemporaneously outstanding, in exchange and substitution for the mutilated
Debt Security, or in lieu of and in substitution for the Debt Security so
destroyed, lost or stolen. In every case the applicant for a substituted Debt
Security shall furnish to the Company and the Trustee such security or indemnity
as may be required by them to save each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Company and
the Trustee evidence to their satisfaction of the destruction, loss or theft of
such Debt Security and of the ownership thereof.

          The Trustee may authenticate any such substituted Debt Security and
deliver the same upon the written request or authorization of any officer of the
Company. Upon the issuance of any substituted Debt Security, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses connected
therewith. In case any Debt Security which has matured or is about to mature or
has been called for redemption in full shall become mutilated or be destroyed,
lost or stolen, the Company may, instead of issuing a substitute Debt Security,
pay or authorize the payment of the same (without surrender thereof except in
the case of a mutilated Debt Security) if the applicant for such payment shall
furnish to the Company and the Trustee such security or indemnity as may be
required by them to save each of them harmless and, in case of destruction, loss
or theft, evidence satisfactory to the Company and to the Trustee of the
destruction, loss or theft of such Security and of the ownership thereof.

          Every substituted Debt Security issued pursuant to the provisions of
this Section 2.06 by virtue of the fact that any such Debt Security is
destroyed, lost or stolen shall constitute an additional contractual obligation
of the Company, whether or not the destroyed, lost or stolen Debt Security shall
be found at any time, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Debt Securities
duly issued hereunder. All Debt Securities shall be held and owned upon the
express condition that, to the extent permitted by applicable law, the foregoing
provisions are exclusive with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Debt Securities and shall preclude any and
all other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

          SECTION 2.07. Temporary Debt Securities.

          Pending the preparation of definitive Debt Securities, the Company may
execute and the Trustee shall authenticate and make available for delivery
temporary Debt Securities that are typed, printed or lithographed. Temporary
Debt Securities shall be issuable in any authorized denomination, and
substantially in the form of the definitive Debt Securities but with such
omissions, insertions and variations as may be appropriate for temporary Debt
Securities, all as may be determined by the Company. Every such temporary Debt
Security shall be executed by


                                       14
<PAGE>   22


the Company and be authenticated by the Trustee upon the same conditions and in
substantially the same manner, and with the same effect, as the definitive Debt
Securities. Without unreasonable delay the Company will execute and deliver to
the Trustee or the Authenticating Agent definitive Debt Securities and thereupon
any or all temporary Debt Securities may be surrendered in exchange therefor, at
the principal corporate trust office of the Trustee or at any office or agency
maintained by the Company for such purpose as provided in Section 3.02, and the
Trustee or the Authenticating Agent shall authenticate and make available for
delivery in exchange for such temporary Debt Securities a like aggregate
principal amount of such definitive Debt Securities. Such exchange shall be made
by the Company at its own expense and without any charge therefor except that in
case of any such exchange involving a registration of transfer the Company may
require payment of a sum sufficient to cover any tax, fee or other governmental
charge that may be imposed in relation thereto. Until so exchanged, the
temporary Debt Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Debt Securities authenticated and delivered
hereunder.

          SECTION 2.08. Payment of Interest.

          Each Debt Security will bear interest at the Interest Rate from and
including the original date of issuance of such Debt Security until the Maturity
Date, and on any overdue principal and (to the extent that payment of such
interest is enforceable under applicable law) Deferred Interest on any overdue
installment of interest (including Defaulted Interest), payable (subject to the
provisions of Article XII) on each Interest Payment Date commencing on September
8, 2000. Interest and any Deferred Interest on any Debt Security that is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date for Debt Securities shall be paid to the Person in whose name said Debt
Security (or one or more Predecessor Securities) is registered at the close of
business on the regular record date for such interest installment except that
interest and any Deferred Interest payable on the Maturity Date shall be paid to
the Person to whom principal is paid. In the event that any Debt Security or
portion thereof is called for redemption and the redemption date is subsequent
to a regular record date with respect to any Interest Payment Date and prior to
such Interest Payment Date, interest on such Debt Security will be paid upon
presentation and surrender of such Debt Security.

          Any interest on any Debt Security, other than Deferred Interest, that
is payable, but is not punctually paid or duly provided for, on any Interest
Payment Date (herein called "Defaulted Interest") shall forthwith cease to be
payable to the registered holder on the relevant regular record date by virtue
of having been such holder; and such Defaulted Interest shall be paid by the
Company to the Persons in whose names such Debt Securities (or their respective
Predecessor Securities) are registered at the close of business on a special
record date for the payment of such Defaulted Interest, which shall be fixed in
the following manner: the Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each such Debt Security and
the date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this clause provided.
Thereupon the Trustee shall fix a special record date for the payment of such
Defaulted Interest which shall not be more than fifteen nor less than ten days
prior to the


                                       15
<PAGE>   23


date of the proposed payment and not less than ten days after the receipt by the
Trustee of the notice of the proposed payment. The Trustee shall promptly notify
the Company of such special record date and, in the name and at the expense of
the Company, shall cause notice of the proposed payment of such Defaulted
Interest and the special record date therefor to be mailed, first class postage
prepaid, to each Securityholder at his or her address as it appears in the Debt
Security Register, not less than ten days prior to such special record date.
Notice of the proposed payment of such Defaulted Interest and the special record
date therefor having been mailed as aforesaid, such Defaulted Interest shall be
paid to the Persons in whose names such Debt Securities (or their respective
Predecessor Securities) are registered on such special record date and shall be
no longer payable.

          Any interest scheduled to become payable on an Interest Payment Date
occurring during an Extension Period shall not be Defaulted Interest and shall
be payable on such other date as may be specified in the terms of such Debt
Securities.

          The term "regular record date" as used in this Section shall mean
either the fifteenth day of the month immediately preceding the month in which
an Interest Payment Date shall occur, if such Interest Payment Date is the first
day of a month, or the last day of the month immediately preceding the month in
which an Interest Payment shall occur, if such Interest Payment Date is the
fifteenth day of a month, whether or not such date is a Business Day.

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

          SECTION 2.09. Cancellation of Debt Securities Paid, etc.

          All Debt Securities surrendered for the purpose of payment,
redemption, exchange or registration of transfer, shall, if surrendered to the
Company or any paying agent, be surrendered to the Trustee and promptly canceled
by it, or, if surrendered to the Trustee or any Authenticating Agent, shall be
promptly canceled by it, and no Debt Securities shall be issued in lieu thereof
except as expressly permitted by any of the provisions of this Indenture. All
Debt Securities canceled by any Authenticating Agent shall be delivered to the
Trustee. The Trustee shall destroy all canceled Debt Securities unless the
Company otherwise directs the Trustee in writing. If the Company shall acquire
any of the Debt Securities, however, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by such Debt
Securities unless and until the same are surrendered to the Trustee for
cancellation.

          SECTION 2.10. Computation of Interest.

          The amount of interest payable for any period will be computed on the
basis of a 360-day year of twelve 30-day months.

          SECTION 2.11. Extension of Interest Payment Period.

          So long as no Event of Default has occurred and is continuing, the
Company shall have the right, from time to time and without causing an Event of
Default, to defer payments of


                                       16
<PAGE>   24


interest on the Debt Securities by extending the interest payment period on the
Debt Securities at any time and from time to time during the term of the Debt
Securities, for up to ten consecutive semi-annual periods (each such extended
interest payment period, an "Extension Period"), during which Extension Period
no interest shall be due and payable. No Extension Period may end on a date
other than an Interest Payment Date. During any Extension Period, interest will
continue to accrue on the Debt Securities and interest on such accrued interest
(such accrued interest and interest thereon referred to herein as "Deferred
Interest") will accrue at the Interest Rate, compounded semi-annually from the
date such Deferred Interest would have been payable were it not for the
Extension Period, both to the extent permitted by law. No interest or Deferred
Interest shall be due and payable during an Extension Period, except at the end
thereof, but each installment of interest that would otherwise have been due and
payable during such Extension Period shall bear Deferred Interest. At the end of
any such Extension Period the Company shall pay all Deferred Interest then
accrued and unpaid on the Debt Securities; provided, however, that no Extension
Period may extend beyond the Maturity Date; and provided further, however, that
during any such Extension Period, the Company may not (i) declare or pay any
dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of the Company's capital stock or (ii)
make any payment of principal of or interest or premium, if any, on or repay,
repurchase or redeem any debt securities of the Company that rank pari passu in
all respects with or junior in interest to the Debt Securities (other than (a)
repurchases, redemptions or other acquisitions of shares of capital stock of the
Company in connection with any employment contract, benefit plan or other
similar arrangement with or for the benefit of one or more employees, officers,
directors or consultants, in connection with a dividend reinvestment or
stockholder stock purchase plan or in connection with the issuance of capital
stock of the Company (or securities convertible into or exercisable for such
capital stock) as consideration in an acquisition transaction entered into prior
to the applicable Extension Period, (b) as a result of any exchange or
conversion of any class or series of the Company's capital stock (or any capital
stock of a subsidiary of the Company) for any class or series of the Company's
capital stock or of any class or series of the Company's indebtedness for any
class or series of the Company's capital stock, (c) the purchase of fractional
interests in shares of the Company's capital stock pursuant to the conversion or
exchange provisions of such capital stock or the security being converted or
exchanged, (d) any declaration of a dividend in connection with any
stockholder's rights plan, or the issuance of rights, stock or other property
under any stockholder's rights plan, or the redemption or repurchase of rights
pursuant thereto, or (e) any dividend in the form of stock, warrants, options or
other rights where the dividend stock or the stock issuable upon exercise of
such warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks pari passu with or junior to such stock). Prior
to the termination of any Extension Period, the Company may further extend such
period, provided that such period together with all such previous and further
consecutive extensions thereof shall not exceed ten consecutive semi-annual
periods, or extend beyond the Maturity Date. Upon the termination of any
Extension Period and upon the payment of all Deferred Interest, the Company may
commence a new Extension Period, subject to the foregoing requirements. The
Company must give the Trustee notice of its election to begin such Extension
Period at least one Business Day prior to the earlier of (i) the date interest
on the Debt Securities would have been payable except for the election to begin
such Extension Period or (ii) the date such interest is payable, but in any
event not less than one Business Day prior to such record date. The Trustee
shall give notice of the Company's election to begin a new Extension Period to
the Securityholders.


                                       17
<PAGE>   25


          SECTION 2.12. CUSIP Numbers.

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


ARTICLE III
PARTICULAR COVENANTS OF THE COMPANY

          SECTION 3.01. Payment of Principal, Premium and Interest; Agreed
Treatment of the Debt Securities.

          (a) The Company covenants and agrees that it will duly and punctually
pay or cause to be paid the principal of and premium, if any, and interest on
the Debt Securities at the place, at the respective times and in the manner
provided in this Indenture and the Debt Securities. At the option of the
Company, each installment of interest on the Debt Securities may be paid (i) by
mailing checks for such interest payable to the order of the holders of Debt
Securities entitled thereto as they appear on the registry books of the Company
or (ii) by wire transfer to any account with a banking institution located in
the United States designated by such Person to the paying agent no later than
the related record date.

          (b) The Company will treat the Debt Securities as indebtedness, and
the amounts payable in respect of the principal amount of such Debt Securities
as interest, for all U.S. federal income tax purposes. All payments in respect
of such Debt Securities will be made free and clear of U.S. withholding tax to
any beneficial owner thereof that has provided an Internal Revenue Service Form
W8 BEN (or any substitute or successor form) establishing its non-U.S. status
for U.S. federal income tax purposes.

          (c) The Company has no present intention to exercise its right under
Section 2.11 to defer payments of interest on the Debt Securities by commencing
an Extension Period.

          (d) The Company believes that the likelihood that it would exercise
its right under Section 2.11 to defer payments of interest on the Debt
Securities by commencing an Extension Period at any time during which the Debt
Securities are outstanding is remote because of the restrictions that would be
imposed on the Company's ability to declare or pay dividends or distributions
on, or to redeem, purchase or make a liquidation payment with respect to, any of
its outstanding equity and on the Company's ability to make any payments of
principal of or interest on, or repurchase or redeem, any of its debt securities
that rank pari passu in all respects with (or junior in interest to) the Debt
Securities.

          SECTION 3.02. Offices for Notices and Payments, etc.


                                       18
<PAGE>   26


          So long as any of the Debt Securities remain outstanding, the Company
will maintain in Delaware, an office or agency where the Debt Securities may be
presented for payment, an office or agency where the Debt Securities may be
presented for registration of transfer and for exchange as in this Indenture
provided and an office or agency where notices and demands to or upon the
Company in respect of the Debt Securities or of this Indenture may be served.
The Company will give to the Trustee written notice of the location of any such
office or agency and of any change of location thereof. Until otherwise
designated from time to time by the Company in a notice to the Trustee, or
specified as contemplated by Section 2.05, such office or agency for all of the
above purposes shall be the office or agency of the Trustee. In case the Company
shall fail to maintain any such office or agency in Delaware, or shall fail to
give such notice of the location or of any change in the location thereof,
presentations and demands may be made and notices may be served at the principal
corporate trust office of the Trustee.

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

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

          The Company, whenever necessary to avoid or fill a vacancy in the
office of Trustee, will appoint, in the manner provided in Section 6.09, a
Trustee, so that there shall at all times be a Trustee hereunder.

          SECTION 3.04. Provision as to Paying Agent.

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

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

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

                    (3) that it will, at any time during the continuance of any
          Event of Default, upon the written request of the Trustee, forthwith
          pay to the Trustee all sums so held in trust by such paying agent.


                                       19
<PAGE>   27


          (b) If the Company shall act as its own paying agent, it will, on or
before each due date of the principal of and premium, if any, or interest, if
any, on the Debt Securities, set aside, segregate and hold in trust for the
benefit of the holders of the Debt Securities a sum sufficient to pay such
principal, premium or interest so becoming due and will notify the Trustee in
writing of any failure to take such action and of any failure by the Company (or
by any other obligor under the Debt Securities) to make any payment of the
principal of and premium, if any, or interest, if any, on the Debt Securities
when the same shall become due and payable.

          Whenever the Company shall have one or more paying agents for the Debt
Securities, it will, on or prior to each due date of the principal of and
premium, if any, or interest, if any, on the Debt Securities, deposit with a
paying agent a sum sufficient to pay the principal, premium or interest so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled thereto and (unless such paying agent is the Trustee) the Company shall
promptly notify the Trustee in writing of its action or failure to act.

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

          (d) Anything in this Section 3.04 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 3.04 is subject to
Sections 12.03 and 12.04.

          SECTION 3.05. Certificate to Trustee.

          The Company will deliver to the Trustee on or before 120 days after
the end of each fiscal year in each year, so long as Debt Securities are
outstanding hereunder, a Certificate stating that in the course of the
performance by the signers of their duties as officers of the Company they would
normally have knowledge of any default by the Company in the performance of any
covenants contained herein, stating whether or not they have knowledge of any
such default and, if so, specifying each such default of which the signers have
knowledge and the nature thereof.

          SECTION 3.06. Additional Interest.

          If and for so long as the Trust is the holder of all Debt Securities
and the Trust is required to pay any additional taxes, duties, assessments or
other governmental charges as a result of a Tax Event, the Company will pay such
additional amounts (the "Additional Interest") on the Debt Securities as shall
be required so that the net amounts received and retained by the Trust after
paying taxes, duties, assessments or other governmental charges will be equal to
the amounts the Trust would have received if no such taxes, duties, assessments
or other governmental charges had been imposed. Whenever in this Indenture or
the Debt Securities there is a reference in any context to the payment of
principal of or interest on the Debt Securities, such mention shall be deemed to
include mention of payments of the Additional Interest provided for in this
paragraph to the extent that, in such context, Additional Interest is, was or
would be payable in respect thereof pursuant to the provisions of this paragraph
and


                                       20
<PAGE>   28


express mention of the payment of Additional Interest (if applicable) in any
provisions hereof shall not be construed as excluding Additional Interest in
those provisions hereof where such express mention is not made, provided,
however, that the deferral of the payment of interest during an Extension Period
pursuant to Section 2.11 shall not defer the payment of any Additional Interest
that may be due and payable.

          SECTION 3.07. Compliance with Consolidation Provisions.

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

          SECTION 3.08. Limitation on Dividends.

          If Debt Securities are initially issued to the Trust or a trustee of
such trust in connection with the issuance of Trust Securities by the Trust
(regardless of whether Debt Securities continue to be held by such trust) and
(i) there shall have occurred and be continuing any event that would constitute
an Event of Default, (ii) the Company shall be in default with respect to its
payment of any obligations under the Capital Securities Guarantee, or (iii) the
Company shall have given notice of its election to defer payments of interest on
the Debt Securities by extending the interest payment period as provided herein
and such period, or any extension thereof, shall be continuing, then the Company
may not (i) declare or pay any dividends or distributions on, or redeem,
purchase, acquire, or make a liquidation payment with respect to, any of the
Company's capital stock or (ii) make any payment of principal of or interest or
premium, if any, on or repay, repurchase or redeem any debt securities of the
Company that rank pari passu in all respects with or junior in interest to the
Debt Securities (other than (a) repurchases, redemptions or other acquisitions
of shares of capital stock of the Company in connection with any employment
contract, benefit plan or other similar arrangement with or for the benefit of
one or more employees, officers, directors or consultants, in connection with a
dividend reinvestment or stockholder stock purchase plan or in connection with
the issuance of capital stock of the Company (or securities convertible into or
exercisable for such capital stock) as consideration in an acquisition
transaction entered into prior to the occurrence of the Event of Default, (b) as
a result of any exchange or conversion of any class or series of the Company's
capital stock (or any capital stock of a subsidiary of the Company) for any
class or series of the Company's capital stock or of any class or series of the
Company's indebtedness for any class or series of the Company's capital stock,
(c) the purchase of fractional interests in shares of the Company's capital
stock pursuant to the conversion or exchange provisions of such capital stock or
the security being converted or exchanged, (d) any declaration of a dividend in
connection with any stockholder's rights plan, or the issuance of rights, stock
or other property under any stockholder's rights plan, or the redemption or
repurchase of rights pursuant thereto, or (e) any dividend in the form of stock,
warrants, options or other rights where the dividend stock or the stock issuable
upon exercise of such warrants, options or other rights is the same stock as
that on which the dividend is being paid or ranks pari passu with or junior to
such stock).

          SECTION 3.09. Covenants as to the Trust.

          For so long as such Trust Securities remain outstanding, the Company
shall maintain 100% ownership of the Common Securities; provided, however, that
any permitted


                                       21
<PAGE>   29


successor of the Company under this Indenture may succeed to the Company's
ownership of such Common Securities. The Company, as owner of a majority of the
Common Securities shall cause the Trust (a) to remain a statutory business
trust, except in connection with a distribution of Debt Securities to the
holders of Trust Securities in liquidation of the Trust, the redemption of all
of the Trust Securities or certain mergers, consolidations or amalgamations,
each as permitted by the Declaration, (b) to otherwise continue to be classified
as a grantor trust for United States federal income tax purposes and (c) to use
its reasonable efforts to cause each holder of Trust Securities to be treated as
owning an undivided beneficial interest in the Debt Securities.


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

          SECTION 4.01. Securityholders' Lists.

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

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

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

except that no such lists need be furnished under this Section 4.01 so long as
the Trustee is in possession thereof by reason of its acting as Debt Security
registrar.

          SECTION 4.02. Preservation and Disclosure of Lists.

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

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

                    (1) afford such applicants access to the information
          preserved


                                       22
<PAGE>   30


          at the time by the Trustee in accordance with the provisions of
          subsection (a) of this Section 4.02, or

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

                              If the Trustee shall elect not to afford such
                    applicants access to such information, the Trustee shall,
                    upon the written request of such applicants, mail to each
                    Securityholder of Debt Securities whose name and address
                    appear in the information preserved at the time by the
                    Trustee in accordance with the provisions of subsection (a)
                    of this Section 4.02 a copy of the form of proxy or other
                    communication which is specified in such request with
                    reasonable promptness after a tender to the Trustee of the
                    material to be mailed and of payment, or provision for the
                    payment, of the reasonable expenses of mailing, unless
                    within five days after such tender, the Trustee shall mail
                    to such applicants and file with the Securities and Exchange
                    Commission, if permitted or required by applicable law,
                    together with a copy of the material to be mailed, a written
                    statement to the effect that, in the opinion of the Trustee,
                    such mailing would be contrary to the best interests of the
                    holders of all Debt Securities, as the case may be, or would
                    be in violation of applicable law. Such written statement
                    shall specify the basis of such opinion. If said Commission,
                    as permitted or required by applicable law, after
                    opportunity for a hearing upon the objections specified in
                    the written statement so filed, shall enter an order
                    refusing to sustain any of such objections or if, after the
                    entry of an order sustaining one or more of such objections,
                    said Commission shall find, after notice and opportunity for
                    hearing, that all the objections so sustained have been met
                    and shall enter an order so declaring, the Trustee shall
                    mail copies of such material to all such Securityholders
                    with reasonable promptness after the entry of such order and
                    the renewal of such tender; otherwise the Trustee shall be
                    relieved of any obligation or duty to such applicants
                    respecting their application.

          (c) Each and every holder of Debt Securities, by receiving and holding
the same, agrees with Company and the Trustee that neither the Company nor the
Trustee nor any paying agent shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the holders
of Debt Securities in accordance with the provisions of subsection (b) of this
Section 4.02, regardless of the source from which such information was derived,
and that the Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under said subsection (b).


ARTICLE V
REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS


                                       23
<PAGE>   31
UPON AN EVENT OF DEFAULT

                  SECTION 5.01. Events of Default.

                  The following Events of Default shall be "Events of Default"
with respect to Debt Securities:

                  (a) the Company defaults in the payment of any interest upon
any Debt Security when it becomes due and payable, and continuance of such
default for a period of 30 days; or

                  (b) the Company defaults in the payment of all or any part of
the principal of (or premium, if any, on) any Debt Securities as and when the
same shall become due and payable either at maturity, upon redemption
(including redemption for any sinking fund), by declaration of acceleration or
otherwise; or

                  (c) the Company defaults in the performance of, or breaches,
any of its covenants or agreements in Sections 3.06, 3.07, 3.08 and 3.09 of
this Indenture (other than a covenant or agreement a default in whose
performance or whose breach is elsewhere in this Section specifically dealt
with), and continuance of such default or breach for a period of 90 days after
there has been given, by registered or certified mail, to the Company by the
Trustee or to the Company and the Trustee by the holders of at least 25% in
aggregate principal amount of the outstanding Debt Securities, a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a "Notice of Default" hereunder; or

                  (d) a court having jurisdiction in the premises shall enter a
decree or order for relief in respect of the Company in an involuntary case
under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of the Company or for any
substantial part of its property, or ordering the winding-up or liquidation of
its affairs and such decree or order shall remain unstayed and in effect for a
period of 90 consecutive days; or

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

                  (f) the Trust shall have voluntarily or involuntarily
liquidated, dissolved, wound-up its business or otherwise terminated its
existence except in connection with (1) the distribution of the Debt Securities
to holders of such Trust Securities in liquidation of their interests in the
Trust, (2) the redemption of all of the outstanding Trust Securities or (3)
certain mergers, consolidations or amalgamations, each as permitted by the
Declaration.

                  If an Event of Default occurs and is continuing with respect
to the Debt Securities, then, and in each and every such case, unless the
principal of the Debt Securities shall have


                                      24
<PAGE>   32


already become due and payable, either the Trustee or the holders of not less
than 25% in aggregate principal amount of the Debt Securities then outstanding
hereunder, by notice in writing to the Company (and to the Trustee if given by
Securityholders), may declare the entire principal of the Debt Securities and
the interest accrued thereon, if any, to be due and payable immediately, and
upon any such declaration the same shall become immediately due and payable.

                  The foregoing provisions, however, are subject to the
condition that if, at any time after the principal of the Debt Securities shall
have been so declared due and payable, and before any judgment or decree for
the payment of the moneys due shall have been obtained or entered as
hereinafter provided, the Company shall pay or shall deposit with the Trustee a
sum sufficient to pay all matured installments of interest upon all the Debt
Securities and the principal of and premium, if any, on the Debt Securities
which shall have become due otherwise than by acceleration (with interest upon
such principal and premium, if any, and Deferred Interest, to the extent
permitted by law) and such amount as shall be sufficient to cover reasonable
compensation to the Trustee and each predecessor Trustee, their respective
agents, attorneys and counsel, and all other amounts due to the Trustee
pursuant to Section 6.06, and if any and all Events of Default under this
Indenture, other than the non-payment of the principal of or premium, if any,
on Debt Securities which shall have become due by acceleration, shall have been
cured, waived or otherwise remedied as provided herein -- then and in every
such case the holders of a majority in aggregate principal amount of the Debt
Securities then outstanding, by written notice to the Company and to the
Trustee, may waive all defaults and rescind and annul such declaration and its
consequences, but no such waiver or rescission and annulment shall extend to or
shall affect any subsequent default or shall impair any right consequent
thereon.

                  In case the Trustee shall have proceeded to enforce any right
under this Indenture and such proceedings shall have been discontinued or
abandoned because of such rescission or annulment or for any other reason or
shall have been determined adversely to the Trustee, then and in every such
case the Company, the Trustee and the holders of the Debt Securities shall be
restored respectively to their several positions and rights hereunder, and all
rights, remedies and powers of the Company, the Trustee and the holders of the
Debt Securities shall continue as though no such proceeding had been taken.

                  SECTION 5.02. Payment of Debt Securities on Default; Suit
Therefor.

                  The Company covenants that (a) in case default shall be made
in the payment of any installment of interest upon any of the Debt Securities
as and when the same shall become due and payable, and such default shall have
continued for a period of 30 days, or (b) in case default shall be made in the
payment of the principal of or premium, if any, on any of the Debt Securities
as and when the same shall have become due and payable, whether at maturity of
the Debt Securities or upon redemption or by declaration of acceleration or
otherwise -- then, upon demand of the Trustee, the Company will pay to the
Trustee, for the benefit of the holders of the Debt Securities the whole amount
that then shall have become due and payable on all Debt Securities for
principal and premium, if any, or interest, or both, as the case may be,
including Deferred Interest accrued on the Debt Securities; and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including a reasonable compensation to the Trustee, its
agents, attorneys and counsel, and any other amounts due to the


                                      25
<PAGE>   33


Trustee under Section 6.06. In case the Company shall fail forthwith to pay
such amounts upon such demand, the Trustee, in its own name and as trustee of
an express trust, shall be entitled and empowered to institute any actions or
proceedings at law or in equity for the collection of the sums so due and
unpaid, and may prosecute any such action or proceeding to judgment or final
decree, and may enforce any such judgment or final decree against the Company
or any other obligor on such Debt Securities and collect in the manner provided
by law out of the property of the Company or any other obligor on such Debt
Securities wherever situated the moneys adjudged or decreed to be payable.

                  In case there shall be pending proceedings for the bankruptcy
or for the reorganization of the Company or any other obligor on the Debt
Securities under Bankruptcy Law, or in case a receiver or trustee shall have
been appointed for the property of the Company or such other obligor, or in the
case of any other similar judicial proceedings relative to the Company or other
obligor upon the Debt Securities, or to the creditors or property of the
Company or such other obligor, the Trustee, irrespective of whether the
principal of the Debt Securities shall then be due and payable as therein
expressed or by declaration of acceleration or otherwise and irrespective of
whether the Trustee shall have made any demand pursuant to the provisions of
this Section 5.02, shall be entitled and empowered, by intervention in such
proceedings or otherwise, to file and prove a claim or claims for the whole
amount of principal and interest owing and unpaid in respect of the Debt
Securities and, in case of any judicial proceedings, to file such proofs of
claim and other papers or documents as may be necessary or advisable in order
to have the claims of the Trustee (including any claim for reasonable
compensation to the Trustee and each predecessor Trustee, and their respective
agents, attorneys and counsel, and for reimbursement of all other amounts due
to the Trustee under Section 6.06) and of the Securityholders allowed in such
judicial proceedings relative to the Company or any other obligor on the Debt
Securities, or to the creditors or property of the Company or such other
obligor, unless prohibited by applicable law and regulations, to vote on behalf
of the holders of the Debt Securities in any election of a trustee or a standby
trustee in arrangement, reorganization, liquidation or other bankruptcy or
insolvency proceedings or Person performing similar functions in comparable
proceedings, and to collect and receive any moneys or other property payable or
deliverable on any such claims, and to distribute the same after the deduction
of its charges and expenses; and any receiver, assignee or trustee in
bankruptcy or reorganization is hereby authorized by each of the
Securityholders to make such payments to the Trustee, and, in the event that
the Trustee shall consent to the making of such payments directly to the
Securityholders, to pay to the Trustee such amounts as shall be sufficient to
cover reasonable compensation to the Trustee, each predecessor Trustee and
their respective agents, attorneys and counsel, and all other amounts due to
the Trustee under Section 6.06.

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

                  All rights of action and of asserting claims under this
Indenture, or under any of the Debt Securities, may be enforced by the Trustee
without the possession of any of the Debt Securities, or the production thereof
at any trial or other proceeding relative thereto, and any such


                                      26
<PAGE>   34


suit or proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall be for the
ratable benefit of the holders of the Debt Securities.

                  In any proceedings brought by the Trustee (and also any
proceedings involving the interpretation of any provision of this Indenture to
which the Trustee shall be a party) the Trustee shall be held to represent all
the holders of the Debt Securities, and it shall not be necessary to make any
holders of the Debt Securities parties to any such proceedings.

                  SECTION 5.03. Application of Moneys Collected by Trustee.

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

                  First: To the payment of costs and expenses incurred by, and
reasonable fees of, the Trustee, its agents, attorneys and counsel, and of all
other amounts due to the Trustee under Section 6.06;

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

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

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

                  SECTION 5.04.  Proceedings by Securityholders.

                  No holder of any Debt Security shall have any right to
institute any suit, action or proceeding for any remedy hereunder, unless such
holder previously shall have given to the Trustee written notice of an Event of
Default with respect to the Debt Securities and unless the holders of not less
than 25% in aggregate principal amount of the Debt Securities then outstanding
shall have given the Trustee a written request to institute such action, suit
or proceeding and shall have offered to the Trustee such reasonable indemnity
as it may require against the costs, expenses and liabilities to be incurred
thereby, and the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity shall have failed to institute any such action, suit or
proceeding; provided, that no holder of Debt Securities shall have any right to
prejudice the rights of any other holder of Debt Securities, obtain priority or
preference over any other such holder or enforce any right under this Indenture
except in the manner herein provided and for the equal, ratable and common
benefit of all holders of Debt Securities.

                  Notwithstanding any other provisions in this Indenture,
however, the right of any holder of any Debt Security to receive payment of the
principal of, premium, if any, and interest,


                                      27
<PAGE>   35


on such Debt Security when due, or to institute suit for the enforcement of any
such payment, shall not be impaired or affected without the consent of such
holder. For the protection and enforcement of the provisions of this Section,
each and every Securityholder and the Trustee shall be entitled to such relief
as can be given either at law or in equity.

                  SECTION 5.05. Proceedings by Trustee.

                  In case of an Event of Default hereunder the Trustee may in
its discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either by suit in
equity or by action at law or by proceeding in bankruptcy or otherwise, whether
for the specific enforcement of any covenant or agreement contained in this
Indenture or in aid of the exercise of any power granted in this Indenture, or
to enforce any other legal or equitable right vested in the Trustee by this
Indenture or by law.

                  SECTION 5.06.  Remedies Cumulative and Continuing.

                  Except as otherwise provided in Section 2.06, all powers and
remedies given by this Article V to the Trustee or to the Securityholders
shall, to the extent permitted by law, be deemed cumulative and not exclusive
of any other powers and remedies available to the Trustee or the holders of the
Debt Securities, by judicial proceedings or otherwise, to enforce the
performance or observance of the covenants and agreements contained in this
Indenture or otherwise established with respect to the Debt Securities, and no
delay or omission of the Trustee or of any holder of any of the Debt Securities
to exercise any right or power accruing upon any Event of Default occurring and
continuing as aforesaid shall impair any such right or power, or shall be
construed to be a waiver of any such default or an acquiescence therein; and,
subject to the provisions of Section 5.04, every power and remedy given by this
Article V or by law to the Trustee or to the Securityholders may be exercised
from time to time, and as often as shall be deemed expedient, by the Trustee or
by the Securityholders.

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

                  The holders of a majority in aggregate principal amount of
the Debt Securities affected (voting as one class) at the time outstanding
shall have the right to direct the time, method, and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee with respect to such Debt Securities; provided,
however, that (subject to the provisions of Section 6.01) the Trustee shall
have the right to decline to follow any such direction if the Trustee shall
determine that the action so directed would be unjustly prejudicial to the
holders not taking part in such direction or if the Trustee being advised by
counsel determines that the action or proceeding so directed may not lawfully
be taken or if a Responsible Officer of the Trustee shall determine that the
action or proceedings so directed would involve the Trustee in personal
liability. Prior to any declaration accelerating the maturity of the Debt
Securities, the holders of a majority in aggregate principal amount of the Debt
Securities at the time outstanding may on behalf of the holders of all of the
Debt Securities waive (or modify any previously granted waiver of) any past
default or Event of Default and its consequences, except a default (a) in the
payment of principal of, premium, if any, or interest on any of the Debt
Securities, (b) in respect of covenants or provisions hereof


                                      28
<PAGE>   36


which cannot be modified or amended without the consent of the holder of each
Debt Security affected, or (c) in respect of the covenants contained in Section
3.09; provided, however, that if the Debt Securities are held by the Trust or a
trustee of such trust, such waiver or modification to such waiver shall not be
effective until the holders of a majority in liquidation preference of Trust
Securities of the Trust shall have consented to such waiver or modification to
such waiver; provided, further, that if the consent of the holder of each
outstanding Debt Security is required, such waiver shall not be effective until
each holder of the Trust Securities of the Trust shall have consented to such
waiver. Upon any such waiver, the default covered thereby shall be deemed to be
cured for all purposes of this Indenture and the Company, the Trustee and the
holders of the Debt Securities shall be restored to their former positions and
rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon. Whenever any default or Event of Default hereunder shall have been
waived as permitted by this Section 5.07, said default or Event of Default shall
for all purposes of the Debt Securities and this Indenture be deemed to have
been cured and to be not continuing.

                  SECTION 5.08.  Notice of Defaults.

                  The Trustee shall, within 90 days after a Responsible Officer
of the Trustee shall have received notice or obtained actual knowledge of the
occurrence of a default with respect to the Debt Securities, mail to all
Securityholders, as the names and addresses of such holders appear upon the
Debt Security Register, notice of all defaults with respect to the Debt
Securities known to the Trustee, unless such defaults shall have been cured
before the giving of such notice (the term "defaults" for the purpose of this
Section 5.08 being hereby defined to be the events specified in subsections
(a), (b), (c), (d) and (e) of Section 5.01, not including periods of grace, if
any, provided for therein); provided, that, except in the case of default in
the payment of the principal of, premium, if any, or interest on any of the
Debt Securities, the Trustee shall be protected in withholding such notice if
and so long as a Responsible Officer of the Trustee in good faith determines
that the withholding of such notice is in the interests of the Securityholders.

                  SECTION 5.09.  Undertaking to Pay Costs.

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



                                      29
<PAGE>   37

ARTICLE VI
CONCERNING THE TRUSTEE

                  SECTION 6.01.  Duties and Responsibilities of Trustee.

                  With respect to the holders of Debt Securities issued
hereunder, the Trustee, prior to the occurrence of an Event of Default with
respect to the Debt Securities and after the curing or waiving of all Events of
Default which may have occurred, with respect to the Debt Securities,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default with respect to the Debt
Securities has occurred (which has not been cured or waived) the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

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

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

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

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

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

                  (c) the Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith, in accordance with the
direction of the Securityholders pursuant to Section 5.07, relating to the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred upon the Trustee, under
this Indenture.

                  None of the provisions contained in this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers.


                                      30
<PAGE>   38


                  SECTION 6.02.  Reliance on Documents, Opinions, etc.

                  Except as otherwise provided in Section 6.01:

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

                  (b) any request, direction, order or demand of the Company
mentioned herein shall be sufficiently evidenced by an Officers' Certificate
(unless other evidence in respect thereof be herein specifically prescribed);
and any Board Resolution may be evidenced to the Trustee by a copy thereof
certified by the Secretary or an Assistant Secretary of the Company;

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

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

                  (e) the Trustee shall not be liable for any action taken or
omitted by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture; nothing
contained herein shall, however, relieve the Trustee of the obligation, upon
the occurrence of an Event of Default with respect to the Debt Securities (that
has not been cured or waived) to exercise with respect to Debt Securities such
of the rights and powers vested in it by this Indenture, and to use the same
degree of care and skill in their exercise, as a prudent man would exercise or
use under the circumstances in the conduct of his own affairs;

                  (f) the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
debenture, coupon or other paper or document, unless requested in writing to do
so by the holders of not less than a majority in principal amount of the
outstanding Debt Securities affected thereby; provided, however, that if the
payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Indenture, the Trustee may require
reasonable indemnity against such expense or liability as a condition to so
proceeding;

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


                                      31
<PAGE>   39


                  (h) the Trustee shall not be charged with knowledge of any
Default or Event of Default with respect to the Debt Securities unless either
(1) a Responsible Officer shall have actual knowledge of such Default or Event
of Default or (2) written notice of such Default or Event of Default shall have
been given to the Trustee by the Company or any other obligor on the Debt
Securities or by any holder of the Debt Securities.

                  SECTION 6.03.  No Responsibility for Recitals, etc.

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

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

                  The Trustee or any Authenticating Agent or any paying agent
or any transfer agent or any Debt Security registrar, in its individual or any
other capacity, may become the owner or pledgee of Debt Securities with the
same rights it would have if it were not Trustee, Authenticating Agent, paying
agent, transfer agent or Debt Security registrar.

                  SECTION 6.05.  Moneys to be Held in Trust.

                  Subject to the provisions of Section 12.04, all moneys
received by the Trustee or any paying agent shall, until used or applied as
herein provided, be held in trust for the purpose for which they were received,
but need not be segregated from other funds except to the extent required by
law. The Trustee and any paying agent shall be under no liability for interest
on any money received by it hereunder except as otherwise agreed in writing
with the Company. So long as no Event of Default shall have occurred and be
continuing, all interest allowed on any such moneys shall be paid from time to
time upon the written order of the Company, signed by the Chairman of the Board
of Directors, the President, the Chief Operating Officer, a Managing Director,
a Vice President, the Treasurer or an Assistant Treasurer of the Company.

                  SECTION 6.06.  Compensation and Expenses of Trustee.

                  The Company covenants and agrees to pay to the Trustee from
time to time, and the Trustee shall be entitled to, such compensation as shall
be agreed to in writing between the Company and the Trustee (which shall not be
limited by any provision of law in regard to the compensation of a trustee of
an express trust), and the Company will pay or reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or
made by the Trustee in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of
its counsel and of all Persons not regularly in its employ) except any such
expense, disbursement or advance as may arise from its negligence or bad faith.
The Company also covenants to indemnify each of the Trustee or any


                                      32
<PAGE>   40


predecessor Trustee (and its officers, agents, directors and employees) for,
and to hold it harmless against, any and all loss, damage, claim, liability or
expense including taxes (other than taxes based on the income of the Trustee)
incurred without negligence or bad faith on the part of the Trustee and arising
out of or in connection with the acceptance or administration of this trust,
including the costs and expenses of defending itself against any claim of
liability in the premises. The obligations of the Company under this Section
6.06 to compensate and indemnify the Trustee and to pay or reimburse the
Trustee for expenses, disbursements and advances shall constitute additional
indebtedness hereunder. Such additional indebtedness shall be secured by a lien
prior to that of the Debt Securities upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the benefit of
the holders of particular Debt Securities.

                  Without prejudice to any other rights available to the
Trustee under applicable law, when the Trustee incurs expenses or renders
services in connection with an Event of Default specified in subsections (c),
(d) or (e) of Section 5.01, the expenses (including the reasonable charges and
expenses of its counsel) and the compensation for the services are intended to
constitute expenses of administration under any applicable federal or state
bankruptcy, insolvency or other similar law.

                  The provisions of this Section shall survive the resignation
or removal of the Trustee and the defeasance or other termination of this
Indenture.

                  SECTION 6.07.  Officers' Certificate as Evidence.

                  Except as otherwise provided in Sections 6.01 and 6.02,
whenever in the administration of the provisions of this Indenture the Trustee
shall deem it necessary or desirable that a matter be proved or established
prior to taking or omitting any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may, in the
absence of negligence or bad faith on the part of the Trustee, be deemed to be
conclusively proved and established by an Officers' Certificate delivered to
the Trustee, and such certificate, in the absence of negligence or bad faith on
the part of the Trustee, shall be full warrant to the Trustee for any action
taken or omitted by it under the provisions of this Indenture upon the faith
thereof.

                  SECTION 6.08.  Eligibility of Trustee.

                  The Trustee hereunder shall at all times be a corporation
organized and doing business under the laws of the United States of America or
any state or territory thereof or of the District of Columbia or a corporation
or other Person authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least 50 million U.S. dollars
($50,000,000) and subject to supervision or examination by federal, state,
territorial, or District of Columbia authority. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of
this Section 6.08 the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
records of condition so published.

                  The Company may not, nor may any Person directly or
indirectly controlling,


                                      33
<PAGE>   41


controlled by, or under common control with the Company, serve as Trustee;
provided, that such corporation shall be otherwise eligible and qualified under
this Article.

                  In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 6.08, the Trustee shall resign
immediately in the manner and with the effect specified in Section 6.09.

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

                  SECTION 6.09.  Resignation or Removal of Trustee.

                  (a) The Trustee, or any trustee or trustees hereafter
appointed, may at any time resign by giving written notice of such resignation
to the Company and by mailing notice thereof, at the Company's expense, to the
holders of the Debt Securities at their addresses as they shall appear on the
Debt Security Register. Upon receiving such notice of resignation, the Company
shall promptly appoint a successor trustee or trustees by written instrument,
in duplicate, executed by order of its Board of Directors, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor Trustee. If no successor Trustee shall have been so appointed and
have accepted appointment within 30 days after the mailing of such notice of
resignation to the affected Securityholders, the resigning Trustee may petition
any court of competent jurisdiction for the appointment of a successor Trustee,
or any Securityholder who has been a bona fide holder of a Debt Security or
Debt Securities for at least six months may, subject to the provisions of
Section 5.09, on behalf of himself and all others similarly situated, petition
any such court for the appointment of a successor Trustee. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe,
appoint a successor Trustee.

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

                                             (1) the Trustee shall fail to
                           comply with the provisions of Section 6.08 after
                           written request therefor by the Company or by any
                           Securityholder who has been a bona fide holder of a
                           Debt Security or Debt Securities for at least six
                           months,

                                             (2) the Trustee shall cease to be
                           eligible in accordance with the provisions of
                           Section 6.08 and shall fail to resign after written
                           request therefor by the Company or by any such
                           Securityholder, or

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

then, in any such case, the Company may remove the Trustee and appoint a
successor Trustee by written instrument, in duplicate, executed by order of the
Board of Directors, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor Trustee,


                                      34
<PAGE>   42


or, subject to the provisions of Section 5.09, any Securityholder who has been
a bona fide holder of a Debt Security or Debt Securities for at least six
months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, remove the Trustee and
appoint successor Trustee.

                  (c) Upon prior written notice to the Company and the Trustee,
the holders of a majority in aggregate principal amount of the Debt Securities
at the time outstanding may at any time remove the Trustee and nominate a
successor Trustee, which shall be deemed appointed as successor Trustee unless
within ten Business Days after such nomination the Company objects thereto, in
which case or in the case of a failure by such holders to nominate a successor
Trustee, the Trustee so removed or any Securityholder, upon the terms and
conditions and otherwise as in subsection (a) of this Section 6.09 provided,
may petition any court of competent jurisdiction for an appointment of a
successor.

                  (d) Any resignation or removal of the Trustee and appointment
of a successor Trustee pursuant to any of the provisions of this Section 6.09
shall become effective upon acceptance of appointment by the successor Trustee
as provided in Section 6.10.



                  SECTION 6.10.  Acceptance by Successor Trustee.

                  Any successor Trustee appointed as provided in Section 6.09
shall execute, acknowledge and deliver to the Company and to its predecessor
Trustee an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, duties and obligations with respect to the
Debt Securities of its predecessor hereunder, with like effect as if originally
named as Trustee herein; but, nevertheless, on the written request of the
Company or of the successor Trustee, the Trustee ceasing to act shall, upon
payment of any amounts then due it pursuant to the provisions of Section 6.06,
execute and deliver an instrument transferring to such successor Trustee all
the rights and powers of the Trustee so ceasing to act and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee thereunder. Upon request of any such successor Trustee,
the Company shall execute any and all instruments in writing for more fully and
certainly vesting in and confirming to such successor Trustee all such rights
and powers. Any Trustee ceasing to act shall, nevertheless, retain a lien upon
all property or funds held or collected by such Trustee to secure any amounts
then due it pursuant to the provisions of Section 6.06.

                  If a successor Trustee is appointed, the Company, the
retiring Trustee and the successor Trustee shall execute and deliver an
indenture supplemental hereto which shall contain such provisions as shall be
deemed necessary or desirable to confirm that all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Debt Securities as to
which the predecessor Trustee is not retiring shall continue to be vested in
the predecessor Trustee, and shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the Trust hereunder by more than one Trustee, it being


                                      35
<PAGE>   43


understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be Trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee.

                  No successor Trustee shall accept appointment as provided in
this Section 6.10 unless at the time of such acceptance such successor Trustee
shall be eligible under the provisions of Section 6.08.

                  In no event shall a retiring Trustee be liable for the acts
or omissions of any successor Trustee hereunder.

                  Upon acceptance of appointment by a successor Trustee as
provided in this Section 6.10, the Company shall mail notice of the succession
of such Trustee hereunder to the holders of Debt Securities at their addresses
as they shall appear on the Debt Security Register. If the Company fails to
mail such notice within ten Business Days after the acceptance of appointment
by the successor Trustee, the successor Trustee shall cause such notice to be
mailed at the expense of the Company.

                  SECTION 6.11.  Succession by Merger, etc.

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

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


                                      36
<PAGE>   44


                  SECTION 6.12.  Authenticating Agents.

                  There may be one or more Authenticating Agents appointed by
the Trustee upon the request of the Company with power to act on its behalf and
subject to its direction in the authentication and delivery of Debt Securities
issued upon exchange or registration of transfer thereof as fully to all
intents and purposes as though any such Authenticating Agent had been expressly
authorized to authenticate and deliver Debt Securities; provided, that the
Trustee shall have no liability to the Company for any acts or omissions of the
Authenticating Agent with respect to the authentication and delivery of Debt
Securities. Any such Authenticating Agent shall at all times be a corporation
organized and doing business under the laws of the United States or of any
state or territory thereof or of the District of Columbia authorized under such
laws to act as Authenticating Agent, having a combined capital and surplus of
at least $5,000,000 and being subject to supervision or examination by federal,
state, territorial or District of Columbia authority. If such corporation
publishes reports of condition at least annually pursuant to law or the
requirements of such authority, then for the purposes of this Section 6.12 the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to
be eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect herein specified in this Section.

                  Any corporation into which any Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, consolidation or conversion to which any
Authenticating Agent shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of any Authenticating Agent,
shall be the successor of such Authenticating Agent hereunder, if such
successor corporation is otherwise eligible under this Section 6.12 without the
execution or filing of any paper or any further act on the part of the parties
hereto or such Authenticating Agent.

                  Any Authenticating Agent may at any time resign by giving
written notice of resignation to the Trustee and to the Company. The Trustee
may at any time terminate the agency of any Authenticating Agent with respect
to the Debt Securities by giving written notice of termination to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time any
Authenticating Agent shall cease to be eligible under this Section 6.12, the
Trustee may, and upon the request of the Company shall, promptly appoint a
successor Authenticating Agent eligible under this Section 6.12, shall give
written notice of such appointment to the Company and shall mail notice of such
appointment to all holders of Debt Securities as the names and addresses of
such holders appear on the Debt Security Register. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all
rights, powers, duties and responsibilities with respect to the Debt Securities
of its predecessor hereunder, with like effect as if originally named as
Authenticating Agent herein.

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


                                      37
<PAGE>   45
ARTICLE VII

CONCERNING THE SECURITYHOLDERS

                  SECTION 7.01.  Action by Securityholders.

                  Whenever in this Indenture it is provided that the holders of
a specified percentage in aggregate principal amount of the Debt Securities may
take any action (including the making of any demand or request, the giving of
any notice, consent or waiver or the taking of any other action) the fact that
at the time of taking any such action the holders of such specified percentage
have joined therein may be evidenced (a) by any instrument or any number of
instruments of similar tenor executed by such Securityholders in person or by
agent or proxy appointed in writing, (b) by the record of such holders of Debt
Securities voting in favor thereof at any meeting of such Securityholders duly
called and held in accordance with the provisions of Article VIII, (c) by a
combination of such instrument or instruments and any such record of such a
meeting of such Securityholders or (d) by any other method the Trustee deems
satisfactory.



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

                  SECTION 7.02.  Proof of Execution by Securityholders.

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

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


                                      38
<PAGE>   46


                  SECTION 7.03. Who Are Deemed Absolute Owners.

                  Prior to due presentment for registration of transfer of any
Debt Security, the Company, the Trustee, any Authenticating Agent, any paying
agent, any transfer agent and any Debt Security registrar may deem the Person
in whose name such Debt Security shall be registered upon the Debt Security
Register to be, and may treat him as, the absolute owner of such Debt Security
(whether or not such Debt Security shall be overdue) for the purpose of
receiving payment of or on account of the principal of, premium, if any, and
interest on such Debt Security and for all other purposes; and neither the
Company nor the Trustee nor any Authenticating Agent nor any paying agent nor
any transfer agent nor any Debt Security registrar shall be affected by any
notice to the contrary. All such payments so made to any holder for the time
being or upon his order shall be valid, and, to the extent of the sum or sums
so paid, effectual to satisfy and discharge the liability for moneys payable
upon any such Debt Security.

                  SECTION 7.04. Debt Securities Owned by Company Deemed Not
Outstanding.

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

                  SECTION 7.05.  Revocation of Consents; Future Holders Bound.

                  At any time prior to (but not after) the evidencing to the
Trustee, as provided in Section 7.01, of the taking of any action by the
holders of the percentage in aggregate principal amount of the Debt Securities
specified in this Indenture in connection with such action, any holder (in
cases where no record date has been set pursuant to Section 7.01) or any holder
as of an applicable record date (in cases where a record date has been set
pursuant to Section 7.01) of a Debt Security (or any Debt Security issued in
whole or in part in exchange or substitution therefor) the serial number of
which is shown by the evidence to be included in the Debt Securities the
holders of which have consented to such action may, by filing written notice
with the Trustee at the Principal Office of the Trustee and upon proof of
holding as provided in Section 7.02, revoke such action so far as concerns such
Debt Security (or so far as concerns the principal amount represented by any
exchanged or substituted Debt Security). Except as aforesaid any such action
taken by the holder of any Debt Security shall be conclusive and binding upon
such holder and upon all future holders and owners of such Debt Security, and
of


                                      39
<PAGE>   47


any Debt Security issued in exchange or substitution therefor or on
registration of transfer thereof, irrespective of whether or not any notation
in regard thereto is made upon such Debt Security or any Debt Security issued
in exchange or substitution therefor.

ARTICLE VIII
SECURITYHOLDERS' MEETINGS

                  SECTION 8.01.  Purposes of Meetings.

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

                  (a) to give any notice to the Company or to the Trustee, or
to give any directions to the Trustee, or to consent to the waiving of any
default hereunder and its consequences, or to take any other action authorized
to be taken by Securityholders pursuant to any of the provisions of Article V;

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

                  (c) to consent to the execution of an indenture or indentures
supplemental hereto pursuant to the provisions of Section 9.02; or

                  (d) to take any other action authorized to be taken by or on
behalf of the holders of any specified aggregate principal amount of such Debt
Securities under any other provision of this Indenture or under applicable law.

                  SECTION 8.02.  Call of Meetings by Trustee.

                  The Trustee may at any time call a meeting of Securityholders
to take any action specified in Section 8.01, to be held at such time and at
such place in Delaware, as the Trustee shall determine. Notice of every meeting
of the Securityholders, setting forth the time and the place of such meeting
and in general terms the action proposed to be taken at such meeting, shall be
mailed to holders of Debt Securities affected at their addresses as they shall
appear on the Debt Securities Register. Such notice shall be mailed not less
than 20 nor more than 180 days prior to the date fixed for the meeting.

                  SECTION 8.03.  Call of Meetings by Company or Securityholders.

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


                                      40
<PAGE>   48


                  SECTION 8.04.  Qualifications for Voting.

                  To be entitled to vote at any meeting of Securityholders a
Person shall (a) be a holder of one or more Debt Securities with respect to
which the meeting is being held or (b) a Person appointed by an instrument in
writing as proxy by a holder of one or more such Debt Securities. The only
Persons who shall be entitled to be present or to speak at any meeting of
Securityholders shall be the Persons entitled to vote at such meeting and their
counsel and any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.

                  SECTION 8.05.  Regulations.

                  Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Securityholders, in regard to proof of the holding of Debt
Securities and of the appointment of proxies, and in regard to the appointment
and duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall think fit.

                  The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Securityholders as provided in Section 8.03, in which case
the Company or the Securityholders calling the meeting, as the case may be,
shall in like manner appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by majority vote of the
meeting.

                  Subject to the provisions of Section 7.04, at any meeting
each holder of Debt Securities with respect to which such meeting is being held
or proxy therefor shall be entitled to one vote for each $1,000 principal
amount of Debt Securities held or represented by him; provided, however, that
no vote shall be cast or counted at any meeting in respect of any Debt Security
challenged as not outstanding and ruled by the chairman of the meeting to be
not outstanding. The chairman of the meeting shall have no right to vote other
than by virtue of Debt Securities held by him or instruments in writing as
aforesaid duly designating him as the Person to vote on behalf of other
Securityholders. Any meeting of Securityholders duly called pursuant to the
provisions of Section 8.02 or 8.03 may be adjourned from time to time by a
majority of those present, whether or not constituting a quorum, and the
meeting may be held as so adjourned without further notice.

                  SECTION 8.06.  Voting.

                  The vote upon any resolution submitted to any meeting of
holders of Debt Securities with respect to which such meeting is being held
shall be by written ballots on which shall be subscribed the signatures of such
holders or of their representatives by proxy and the serial number or numbers
of the Debt Securities held or represented by them. The permanent chairman of
the meeting shall appoint two inspectors of votes who shall count all votes
cast at the meeting for or against any resolution and who shall make and file
with the secretary of the meeting their verified written reports in triplicate
of all votes cast at the meeting. A record in duplicate of the proceedings of
each meeting of Securityholders shall be prepared by the secretary of the
meeting and there shall be attached to said record the original reports of the


                                      41
<PAGE>   49


inspectors of votes on any vote by ballot taken thereat and affidavits by one
or more Persons having knowledge of the facts setting forth a copy of the
notice of the meeting and showing that said notice was mailed as provided in
Section 8.02. The record shall show the serial numbers of the Debt Securities
voting in favor of or against any resolution. The record shall be signed and
verified by the affidavits of the permanent chairman and secretary of the
meeting and one of the duplicates shall be delivered to the Company and the
other to the Trustee to be preserved by the Trustee, the latter to have
attached thereto the ballots voted at the meeting.

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

                  SECTION 8.07.  Quorum; Actions.

                  The Persons entitled to vote a majority in principal amount
of the Debt Securities shall constitute a quorum for a meeting of
Securityholders; provided, however, that if any action is to be taken at such
meeting with respect to a consent, waiver, request, demand, notice,
authorization, direction or other action which may be given by the holders of
not less than a specified percentage in principal amount of the Debt
Securities, the Persons holding or representing such specified percentage in
principal amount of the Debt Securities will constitute a quorum. In the
absence of a quorum within 30 minutes of the time appointed for any such
meeting, the meeting shall, if convened at the request of Securityholders, be
dissolved. In any other case the meeting may be adjourned for a period of not
less than 10 days as determined by the permanent chairman of the meeting prior
to the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the permanent chairman of the meeting
prior to the adjournment of such adjourned meeting. Notice of the reconvening
of any adjourned meeting shall be given as provided in Section 8.02, except
that such notice need be given only once not less than five days prior to the
date on which the meeting is scheduled to be reconvened. Notice of the
reconvening of an adjourned meeting shall state expressly the percentage, as
provided above, of the principal amount of the Debt Securities which shall
constitute a quorum.

                  Except as limited by the proviso in the first paragraph of
Section 9.02, any resolution presented to a meeting or adjourned meeting duly
reconvened at which a quorum is present as aforesaid may be adopted by the
affirmative vote of the holders of a majority in principal amount of the Debt
Securities; provided, however, that, except as limited by the proviso in the
first paragraph of Section 9.02, any resolution with respect to any consent,
waiver, request, demand, notice, authorization, direction or other action that
this Indenture expressly provides may be given by the holders of not less than
a specified percentage in principal amount of the Debt Securities may be
adopted at a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid only by the affirmative vote of the holders of a
not less than such specified percentage in principal amount of the Debt
Securities.

                  Any resolution passed or decision taken at any meeting of
holders of Debt Securities duly held in accordance with this Section shall be
binding on all the Securityholders, whether or not present or represented at
the meeting.


                                      42
<PAGE>   50

ARTICLE IX
SUPPLEMENTAL INDENTURES

                  SECTION 9.01.  Supplemental Indentures without Consent of
Securityholders.

                  The Company, when authorized by a Board Resolution, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto, without the consent of the Securityholders, for
one or more of the following purposes:

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

                  (b) to add to the covenants of the Company such further
covenants, restrictions or conditions for the protection of the holders of Debt
Securities as the Board of Directors shall consider to be for the protection of
the holders of such Debt Securities, and to make the occurrence, or the
occurrence and continuance, of a default in any of such additional covenants,
restrictions or conditions a default or an Event of Default permitting the
enforcement of all or any of the several remedies provided in this Indenture as
herein set forth; provided, however, that in respect of any such additional
covenant, restriction or condition such supplemental indenture may provide for
a particular period of grace after default (which period may be shorter or
longer than that allowed in the case of other defaults) or may provide for an
immediate enforcement upon such default or may limit the remedies available to
the Trustee upon such default;

                  (c) to cure any ambiguity or to correct or supplement any
provision contained herein or in any supplemental indenture which may be
defective or inconsistent with any other provision contained herein or in any
supplemental indenture, or to make such other provisions in regard to matters
or questions arising under this Indenture; provided, that any such action shall
not adversely affect the interests of the holders of the Debt Securities;

                  (d) to add to, delete from, or revise the terms of Debt
Securities, including, without limitation, any terms relating to the issuance,
exchange, registration or transfer of Debt Securities, including to provide for
transfer procedures and restrictions substantially similar to those applicable
to the Capital Securities as required by Section 2.05 (for purposes of assuring
that no registration of Debt Securities is required under the Securities Act of
1933, as amended); provided that any such action shall not adversely affect the
interests of the holders of the Debt Securities then outstanding (it being
understood, for purposes of this proviso, that transfer restrictions on Debt
Securities substantially similar to those that were applicable to Capital
Securities shall not be deemed to adversely affect the holders of the Debt
Securities);

                  (e) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Debt Securities and to add
to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, pursuant to the requirements of Section 6.10;

                  (f) to make any change (other than as elsewhere provided in
this paragraph) that does not adversely affect the rights of any Securityholder
in any material respect; or


                                      43
<PAGE>   51


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

                  The Trustee is hereby authorized to join with the Company in
the execution of any such supplemental indenture, to make any further
appropriate agreements and stipulations which may be therein contained and to
accept the conveyance, transfer and assignment of any property thereunder, but
the Trustee shall not be obligated to, but may in its discretion, enter into
any such supplemental indenture which affects the Trustee's own rights, duties
or immunities under this Indenture or otherwise.

                  Any supplemental indenture authorized by the provisions of
this Section 9.01 may be executed by the Company and the Trustee without the
consent of the holders of any of the Debt Securities at the time outstanding,
notwithstanding any of the provisions of Section 9.02.

                  SECTION 9.02.  Supplemental Indentures with Consent of
Securityholders.

                  With the consent (evidenced as provided in Section 7.01) of
the holders of not less than a majority in aggregate principal amount of the
Debt Securities at the time outstanding affected by such supplemental indenture
(voting as a class), the Company, when authorized by a Board Resolution, and
the Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act, then in effect, applicable to indentures qualified
thereunder) for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture or of modifying in any manner the rights of the holders
of the Debt Securities; provided, however, that no such supplemental indenture
shall without the consent of the holders of each Debt Security then outstanding
and affected thereby (i) extend the fixed maturity of any Debt Security, or
reduce the principal amount thereof or any premium thereon, or reduce the rate
or extend the time of payment of interest thereon, or reduce any amount payable
on redemption thereof or make the principal thereof or any interest or premium
thereon payable in any coin or currency other than that provided in the Debt
Securities, or impair or affect the right of any Securityholder to institute
suit for payment thereof or impair the right of repayment, if any, at the
option of the holder, or (ii) reduce the aforesaid percentage of Debt
Securities the holders of which are required to consent to any such
supplemental indenture; and provided, further, that if the Debt Securities are
held by the Trust or a trustee of such trust, such supplemental indenture shall
not be effective until the holders of a majority in liquidation preference of
Trust Securities shall have consented to such supplemental indenture; provided
further, that if the consent of the Securityholder of each outstanding Debt
Security is required, such supplemental indenture shall not be effective until
each holder of the Trust Securities shall have consented to such supplemental
indenture.

                  Upon the request of the Company accompanied by a Board
Resolution authorizing the execution of any such supplemental indenture, and
upon the filing with the Trustee of evidence of the consent of Securityholders
as aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture


                                      44
<PAGE>   52


affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such supplemental indenture.

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

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

                  SECTION 9.03.  Effect of Supplemental Indentures.

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

                  SECTION 9.04.  Notation on Debt Securities.

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

                  SECTION 9.05. Evidence of Compliance of Supplemental
Indenture to be Furnished to Trustee.

                  The Trustee, subject to the provisions of Sections 6.01 and
6.02, shall, in addition to the documents required by Section 14.06, receive an
Officers' Certificate and an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant hereto complies with the requirements
of this Article IX. The Trustee shall receive an Opinion of Counsel as
conclusive evidence that any supplemental indenture executed pursuant to this
Article IX is authorized or permitted by, and conforms to, the terms of this
Article IX and that it is proper for the Trustee under the provisions of this
Article IX to join in the execution thereof.


                                      45
<PAGE>   53


ARTICLE X
REDEMPTION OF SECURITIES

                  SECTION 10.01.  Optional Redemption.

                  At any time the Company shall have the right, subject to the
receipt by the Company of prior approval from the Federal Reserve, if then
required under applicable capital guidelines or policies of the Federal
Reserve, to redeem the Debt Securities, in whole or in part, on any March 8 or
September 8 on or after March 8, 2010 (the "Redemption Date"), at the
Redemption Price.

                  SECTION 10.02.  Special Event Redemption.

                  If a Special Event shall occur and be continuing, the Company
shall have the right, subject to the receipt by the Company of prior approval
from the Federal Reserve if then required under applicable capital guidelines
or policies of the Federal Reserve, to redeem the Debt Securities, in whole but
not in part, at any time within 90 days following the occurrence of such
Special Event (the "Special Redemption Date"), at the Special Redemption Price.

                  SECTION 10.03. Notice of Redemption; Selection of Debt
Securities.

                  In case the Company shall desire to exercise the right to
redeem all, or, as the case may be, any part of the Debt Securities, it shall
fix a date for redemption and shall mail a notice of such redemption at least
30 and not more than 60 days prior to the date fixed for redemption to the
holders of Debt Securities so to be redeemed as a whole or in part at their
last addresses as the same appear on the Debt Security Register. Such mailing
shall be by first class mail. The notice if mailed in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not
the holder receives such notice. In any case, failure to give such notice by
mail or any defect in the notice to the holder of any Debt Security designated
for redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Debt Security.

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

                  Prior to 10:00 a.m. on the Redemption Date or Special
Redemption Date specified in the notice of redemption given as provided in this
Section, the Company will deposit with the Trustee or with one or more paying
agents an amount of money sufficient to redeem on the


                                      46
<PAGE>   54


redemption date all the Debt Securities so called for redemption at the
appropriate redemption price, together with accrued interest to the date fixed
for redemption.

                  The Company will give the Trustee notice not less than 45 nor
more than 60 days prior to the redemption date as to the aggregate principal
amount of Debt Securities to be redeemed and the Trustee shall select, in such
manner as in its sole discretion it shall deem appropriate and fair, the Debt
Securities or portions thereof (in integral multiples of $1,000) to be
redeemed. In the case of a redemption pursuant to Section 10.02 above, the
Trustee shall, promptly upon receipt of the Treasury Rate from the Quotation
Agent, provide the Treasury Rate to Chase Bank of Texas, National Association,
on behalf of the holders of the Capital Securities.

                  SECTION 10.04. Payment of Debt Securities Called for
Redemption.

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

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

ARTICLE XI
CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

                  SECTION 11.01. Company May Consolidate, etc., on Certain
Terms.

                  Nothing contained in this Indenture or in the Debt Securities
shall prevent any consolidation or merger of the Company with or into any other
corporation or corporations (whether or not affiliated with the Company) or
successive consolidations or mergers in which the Company or its successor or
successors shall be a party or parties, or shall prevent any sale, conveyance,
transfer or other disposition of the property of the Company or its successor
or successors as an entirety, or substantially as an entirety, to any other
corporation (whether or not affiliated with the Company, or its successor or
successors) authorized to acquire and operate the same; provided, however, that
the Company hereby covenants and agrees that, upon any such consolidation,
merger (where the Company is not the surviving corporation), sale, conveyance,
transfer or other disposition, the due and punctual payment of the principal of
(and premium, if


                                      47
<PAGE>   55


any) and interest on all of the Debt Securities in accordance with their terms,
according to their tenor, and the due and punctual performance and observance
of all the covenants and conditions of this Indenture to be kept or performed
by the Company, shall be expressly assumed by supplemental indenture
satisfactory in form to the Trustee executed and delivered to the Trustee by
the entity formed by such consolidation, or into which the Company shall have
been merged, or by the entity which shall have acquired such property.

                  SECTION 11.02.  Successor Entity to be Substituted.

                  In case of any such consolidation, merger, sale, conveyance,
transfer or other disposition and upon the assumption by the successor entity,
by supplemental indenture, executed and delivered to the Trustee and
satisfactory in form to the Trustee, of the due and punctual payment of the
principal of and premium, if any, and interest on all of the Debt Securities
and the due and punctual performance and observance of all of the covenants and
conditions of this Indenture to be performed or observed by the Company, such
successor entity shall succeed to and be substituted for the Company, with the
same effect as if it had been named herein as the Company, and thereupon the
predecessor entity shall be relieved of any further liability or obligation
hereunder or upon the Debt Securities. Such successor entity thereupon may
cause to be signed, and may issue either in its own name or in the name of the
Company, any or all of the Debt Securities issuable hereunder which theretofore
shall not have been signed by the Company and delivered to the Trustee or the
Authenticating Agent; and, upon the order of such successor entity instead of
the Company and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee or the Authenticating Agent shall
authenticate and deliver any Debt Securities which previously shall have been
signed and delivered by the officers of the Company, to the Trustee or the
Authenticating Agent for authentication, and any Debt Securities which such
successor entity thereafter shall cause to be signed and delivered to the
Trustee or the Authenticating Agent for that purpose. All the Debt Securities
so issued shall in all respects have the same legal rank and benefit under this
Indenture as the Debt Securities theretofore or thereafter issued in accordance
with the terms of this Indenture as though all of such Debt Securities had been
issued at the date of the execution hereof.

                  SECTION 11.03.  Opinion of Counsel to be Given to Trustee.

                  The Trustee, subject to the provisions of Sections 6.01 and
6.02, shall receive, in addition to the Opinion of Counsel required by Section
9.05, an Opinion of Counsel as conclusive evidence that any consolidation,
merger, sale, conveyance, transfer or other disposition, and any assumption,
permitted or required by the terms of this Article XI complies with the
provisions of this Article XI.

ARTICLE XII
SATISFACTION AND DISCHARGE OF INDENTURE

                  SECTION 12.01.  Discharge of Indenture.

                  When (a) the Company shall deliver to the Trustee for
cancellation all Debt Securities theretofore authenticated (other than any Debt
Securities which shall have been


                                      48
<PAGE>   56


destroyed, lost or stolen and which shall have been replaced or paid as
provided in Section 2.06) and not theretofore canceled, or (b) all the Debt
Securities not theretofore canceled or delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become
due and payable within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and the Company shall deposit with the Trustee, in trust, funds,
which shall be immediately due and payable, sufficient to pay at maturity or
upon redemption all of the Debt Securities (other than any Debt Securities
which shall have been destroyed, lost or stolen and which shall have been
replaced or paid as provided in Section 2.06) not theretofore canceled or
delivered to the Trustee for cancellation, including principal and premium, if
any, and interest due or to become due to such date of maturity or redemption
date, as the case may be, but excluding, however, the amount of any moneys for
the payment of principal of, and premium, if any, or interest on the Debt
Securities (1) theretofore repaid to the Company in accordance with the
provisions of Section 12.04, or (2) paid to any state or to the District of
Columbia pursuant to its unclaimed property or similar laws, and if in the case
of either clause (a) or clause (b) the Company shall also pay or cause to be
paid all other sums payable hereunder by the Company, then this Indenture shall
cease to be of further effect except for the provisions of Sections 2.05, 2.06,
2.08, 3.01, 3.02, 3.04, 6.06, 6.09 and 12.04 hereof shall survive until such
Debt Securities shall mature and be paid. Thereafter, Sections 6.09 and 12.04
shall survive, and the Trustee, on demand of the Company accompanied by an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the satisfaction and
discharge of this Indenture have been complied with, and at the cost and
expense of the Company, shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture, the Company, however, hereby
agreeing to reimburse the Trustee for any costs or expenses thereafter
reasonably and properly incurred by the Trustee in connection with this
Indenture or the Debt Securities.

                  SECTION 12.02. Deposited Moneys to be Held in Trust by
Trustee.

                  Subject to the provisions of Section 12.04, all moneys
deposited with the Trustee pursuant to Section 12.01 shall be held in trust and
applied by it to the payment, either directly or through any paying agent
(including the Company if acting as its own paying agent), to the holders of
the particular Debt Securities for the payment of which such moneys have been
deposited with the Trustee, of all sums due and to become due thereon for
principal, and premium, if any, and interest.

                  SECTION 12.03.  Paying Agent to Repay Moneys Held.

                  Upon the satisfaction and discharge of this Indenture all
moneys then held by any paying agent of the Debt Securities (other than the
Trustee) shall, upon demand of the Company, be repaid to it or paid to the
Trustee, and thereupon such paying agent shall be released from all further
liability with respect to such moneys.

                  SECTION 12.04.  Return of Unclaimed Moneys.

                  Any moneys deposited with or paid to the Trustee or any
paying agent for payment of the principal of, and premium, if any, or interest
on Debt Securities and not applied but remaining unclaimed by the holders of
Debt Securities for two years after the date upon


                                      49
<PAGE>   57


which the principal of, and premium, if any, or interest on such Debt
Securities, as the case may be, shall have become due and payable, shall be
repaid to the Company by the Trustee or such paying agent on written demand;
and the holder of any of the Debt Securities shall thereafter look only to the
Company for any payment which such holder may be entitled to collect and all
liability of the Trustee or such paying agent with respect to such moneys shall
thereupon cease.

ARTICLE XIII
IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

                  SECTION 13.01. Indenture and Debt Securities Solely Corporate
Obligations.

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

ARTICLE XIV
MISCELLANEOUS PROVISIONS

                  SECTION 14.01.  Successors.

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

                  SECTION 14.02.  Official Acts by Successor Entity.

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

                  SECTION 14.03.  Surrender of Company Powers.

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


                                      50
<PAGE>   58


                  SECTION 14.04.  Addresses for Notices, etc.

                  Any notice or demand which by any provision of this Indenture
is required or permitted to be given or served by the Trustee or by the
Securityholders on the Company may be given or served in writing by being
deposited postage prepaid by registered or certified mail in a post office
letter box addressed (until another address is filed by the Company, with the
Trustee for the purpose) to the Company at 68149 Main Street, Blountsville,
Alabama 35031 Attention: Kennon R. Patterson, Sr., Chairman and Chief Executive
Officer, and copy to: William H. Caughran, Assistant Secretary. Any notice,
direction, request or demand by any Securityholder or the Company to or upon
the Trustee shall be deemed to have been sufficiently given or made, for all
purposes, if given or made in writing at the office of the Trustee, addressed
to the Trustee, 101 Barclay Street, Floor 21W, New York, NY 10286 Attention:
Corporate Trust Administration.

                  SECTION 14.05.  Governing Law.

                  This Indenture and each Debt Security shall be deemed to be a
contract made under the law of the State of New York, and for all purposes
shall be governed by and construed in accordance with the law of said State,
without regard to conflict of laws principles thereof.

                  SECTION 14.06. Evidence of Compliance with Conditions
Precedent.

                  Upon any application or demand by the Company to the Trustee
to take any action under any of the provisions of this Indenture, the Company
shall furnish to the Trustee an Officers' Certificate stating that in the
opinion of the signers all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an
Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent have been complied with.

                  Each certificate or opinion provided for in this Indenture
and delivered to the Trustee with respect to compliance with a condition or
covenant provided for in this Indenture shall include (a) a statement that the
person making such certificate or opinion has read such covenant or condition;
(b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based; (c) a statement that, in the opinion of such
person, he has made such examination or investigation as is necessary to enable
him to express an informed opinion as to whether or not such covenant or
condition has been complied with; and (d) a statement as to whether or not, in
the opinion of such person, such condition or covenant has been complied with.

                  SECTION 14.07.  Non-Business Days.

                  In any case where the date of payment of interest on or
principal of the Debt Securities will be a Saturday, Sunday or a day on which
banking institutions in New York City (in the State of New York) are permitted
or required by any applicable law to close, the payment of such interest on or
principal of the Debt Securities need not be made on such date but may be made
on the next succeeding day not a Saturday, Sunday or a day on which banking
institutions in such cities are permitted or required by any applicable law to
close, with the same force and effect as if made on the date of payment and no
interest shall accrue for the period from and after


                                      51
<PAGE>   59


such date.

                  SECTION 14.08.  Table of Contents, Headings, etc.

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

                  SECTION 14.09.  Execution in Counterparts.

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

                  SECTION 14.10.  Separability.

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

                  SECTION 14.11.  Assignment.

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

                  SECTION 14.12.  Acknowledgment of Rights.

                  The Company acknowledges that, with respect to any Debt
Securities held by the Trust or the Institutional Trustee of the Trust, if the
Institutional Trustee of the Trust fails to enforce its rights under this
Indenture as the holder of Debt Securities held as the assets of the Trust
after the holders of a majority in liquidation amount of the Capital Securities
of the Trust have so directed such Institutional Trustee, a holder of record of
such Capital Securities may to the fullest extent permitted by law institute
legal proceedings directly against the Company to enforce such Institutional
Trustee's rights under this Indenture without first instituting any legal
proceedings against such Institutional Trustee or any other Person.
Notwithstanding the foregoing, if an Event of Default has occurred and is
continuing and such event is attributable to the failure of the Company to pay
interest (or premium, if any) or principal on the Debt Securities on the date
such interest (or premium, if any) or principal is otherwise payable (or in the
case of redemption, on the redemption date), the Company acknowledges that a
holder of record of Capital Securities of the Trust may directly institute a
proceeding against the Company for enforcement of payment to such holder
directly of the principal of (or premium, if any) or


                                      52
<PAGE>   60


interest on the of Debt Securities having an aggregate principal amount equal
to the aggregate liquidation amount of the Capital Securities of such holder on
or after the respective due date specified in the Debt Securities.

ARTICLE XV
SUBORDINATION OF DEBT SECURITIES

                  SECTION 15.01.  Agreement to Subordinate.

                  The Company covenants and agrees, and each holder of Debt
Securities issued hereunder and under any supplemental indenture or by any
Board Resolution (the "Additional Provisions") by such Securityholder's
acceptance thereof likewise covenants and agrees, that all Debt Securities
shall be issued subject to the provisions of this Article XV; and each holder
of a Debt Security, whether upon original issue or upon transfer or assignment
thereof, accepts and agrees to be bound by such provisions.

                  The payment by the Company of the principal of, and premium,
if any, and interest on all Debt Securities issued hereunder and under any
Additional Provisions shall, to the extent and in the manner hereinafter set
forth, be subordinated and junior in right of payment to the prior payment in
full of all Senior Indebtedness of the Company, whether outstanding at the date
of this Indenture or thereafter incurred.

                  No provision of this Article XV shall prevent the occurrence
of any default or Event of Default hereunder.

                  SECTION 15.02.  Default on Senior Indebtedness.

                  In the event and during the continuation of any default by
the Company in the payment of principal, premium, interest or any other payment
due on any Senior Indebtedness of the Company following any grace period, or in
the event that the maturity of any Senior Indebtedness of the Company has been
accelerated because of a default, then, in either case, no payment shall be
made by the Company with respect to the principal (including redemption and
sinking fund payments) of, or premium, if any, or interest on the Debt
Securities.

                  In the event that, notwithstanding the foregoing, any payment
shall be received by the Trustee when such payment is prohibited by the
preceding paragraph of this Section 15.02, such payment shall, subject to
Section 15.06, be held in trust for the benefit of, and shall be paid over or
delivered to, the holders of Senior Indebtedness or their respective
representatives, or to the trustee or trustees under any indenture pursuant to
which any of such Senior Indebtedness may have been issued, as their respective
interests may appear, but only to the extent that the holders of the Senior
Indebtedness (or their representative or representatives or a trustee) notify
the Trustee in writing within 90 days of such payment of the amounts then due
and owing on the Senior Indebtedness and only the amounts specified in such
notice to the Trustee shall be paid to the holders of Senior Indebtedness.


                                      53
<PAGE>   61


                  SECTION 15.03.  Liquidation; Dissolution; Bankruptcy.

                  Upon any payment by the Company or distribution of assets of
the Company of any kind or character, whether in cash, property or securities,
to creditors upon any dissolution or winding-up or liquidation or
reorganization of the Company, whether voluntary or involuntary or in
bankruptcy, insolvency, receivership or other proceedings, all amounts due upon
all Senior Indebtedness of the Company shall first be paid in full, or payment
thereof provided for in money in accordance with its terms, before any payment
is made by the Company, on account of the principal (and premium, if any) or
interest on the Debt Securities; and upon any such dissolution or winding-up or
liquidation or reorganization, any payment by the Company, or distribution of
assets of the Company of any kind or character, whether in cash, property or
securities, to which the Securityholders or the Trustee would be entitled to
receive from the Company, except for the provisions of this Article XV, shall
be paid by the Company, or by any receiver, trustee in bankruptcy, liquidating
trustee, agent or other Person making such payment or distribution, or by the
Securityholders or by the Trustee under this Indenture if received by them or
it, directly to the holders of Senior Indebtedness of the Company (pro rata to
such holders on the basis of the respective amounts of Senior Indebtedness held
by such holders, as calculated by the Company) or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing such Senior Indebtedness may have been issued,
as their respective interests may appear, to the extent necessary to pay such
Senior Indebtedness in full, in money or money's worth, after giving effect to
any concurrent payment or distribution to or for the holders of such Senior
Indebtedness, before any payment or distribution is made to the Securityholders
or to the Trustee.

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

                  For purposes of this Article XV, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other
corporation provided for by a plan of reorganization or readjustment, the
payment of which is subordinated at least to the extent provided in this
Article XV with respect to the Debt Securities to the payment of all Senior
Indebtedness of the Company, that may at the time be outstanding, provided that
(a) such Senior Indebtedness is assumed by the new corporation, if any,
resulting from any such reorganization or readjustment, and (b) the rights of
the holders of such Senior Indebtedness are not, without the consent of such
holders, altered by such reorganization or readjustment. The consolidation of
the Company with, or the merger of the Company into, another corporation or the
liquidation or dissolution of the


                                      54
<PAGE>   62


Company following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms and
conditions provided for in Article IX of this Indenture shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of this
Section 15.03 if such other corporation shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article IX
of this Indenture. Nothing in Section 15.02 or in this Section 15.03 shall
apply to claims of, or payments to, the Trustee under or pursuant to Section
6.06 of this Indenture.

                  SECTION 15.04.  Subrogation.

                  Subject to the payment in full of all Senior Indebtedness of
the Company, the Securityholders shall be subrogated to the rights of the
holders of such Senior Indebtedness to receive payments or distributions of
cash, property or securities of the Company, applicable to such Senior
Indebtedness until the principal of (and premium, if any) and interest on the
Debt Securities shall be paid in full; and, for the purposes of such
subrogation, no payments or distributions to the holders of such Senior
Indebtedness of any cash, property or securities to which the Securityholders
or the Trustee would be entitled except for the provisions of this Article XV,
and no payment over pursuant to the provisions of this Article XV to or for the
benefit of the holders of such Senior Indebtedness by Securityholders or the
Trustee, shall, as between the Company, its creditors other than holders of
Senior Indebtedness of the Company, and the holders of the Debt Securities be
deemed to be a payment or distribution by the Company to or on account of such
Senior Indebtedness. It is understood that the provisions of this Article XV
are and are intended solely for the purposes of defining the relative rights of
the holders of the Securities, on the one hand, and the holders of such Senior
Indebtedness, on the other hand.

                  Nothing contained in this Article XV or elsewhere in this
Indenture, any Additional Provisions or in the Debt Securities is intended to
or shall impair, as between the Company, its creditors other than the holders
of Senior Indebtedness of the Company, and the holders of the Debt Securities,
the obligation of the Company, which is absolute and unconditional, to pay to
the holders of the Debt Securities the principal of (and premium, if any) and
interest on the Debt Securities as and when the same shall become due and
payable in accordance with their terms, or is intended to or shall affect the
relative rights of the holders of the Debt Securities and creditors of the
Company, other than the holders of Senior Indebtedness of the Company, nor
shall anything herein or therein prevent the Trustee or the holder of any Debt
Security from exercising all remedies otherwise permitted by applicable law
upon default under this Indenture, subject to the rights, if any, under this
Article XV of the holders of such Senior Indebtedness in respect of cash,
property or securities of the Company, received upon the exercise of any such
remedy.

                  Upon any payment or distribution of assets of the Company
referred to in this Article XV, the Trustee, subject to the provisions of
Article VI of this Indenture, and the Securityholders shall be entitled to
conclusively rely upon any order or decree made by any court of competent
jurisdiction in which such dissolution, winding-up, liquidation or
reorganization proceedings are pending, or a certificate of the receiver,
trustee in bankruptcy, liquidation trustee, agent or other Person making such
payment or distribution, delivered to the Trustee or to the Securityholders,
for the purposes of ascertaining the Persons entitled to participate in such


                                      55
<PAGE>   63


distribution, the holders of Senior Indebtedness and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this
Article XV.

                  SECTION 15.05.  Trustee to Effectuate Subordination.

                  Each Securityholder by such Securityholder's acceptance
thereof authorizes and directs the Trustee on such Securityholder's behalf to
take such action as may be necessary or appropriate to effectuate the
subordination provided in this Article XV and appoints the Trustee such
Securityholder's attorney-in-fact for any and all such purposes.

                  SECTION 15.06.  Notice by the Company.

                  The Company shall give prompt written notice to a Responsible
Officer of the Trustee at the Principal Office of the Trustee of any fact known
to the Company that would prohibit the making of any payment of monies to or by
the Trustee in respect of the Debt Securities pursuant to the provisions of
this Article XV. Notwithstanding the provisions of this Article XV or any other
provision of this Indenture or any Additional Provisions, the Trustee shall not
be charged with knowledge of the existence of any facts that would prohibit the
making of any payment of monies to or by the Trustee in respect of the Debt
Securities pursuant to the provisions of this Article XV, unless and until a
Responsible Officer of the Trustee at the Principal Office of the Trustee shall
have received written notice thereof from the Company or a holder or holders of
Senior Indebtedness or from any trustee therefor; and before the receipt of any
such written notice, the Trustee, subject to the provisions of Article VI of
this Indenture, shall be entitled in all respects to assume that no such facts
exist; provided, however, that if the Trustee shall not have received the
notice provided for in this Section 15.06 at least two Business Days prior to
the date upon which by the terms hereof any money may become payable for any
purpose (including, without limitation, the payment of the principal of (or
premium, if any) or interest on any Debt Security), then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power
and authority to receive such money and to apply the same to the purposes for
which they were received, and shall not be affected by any notice to the
contrary that may be received by it within two Business Days prior to such
date.

                  The Trustee, subject to the provisions of Article VI of this
Indenture, shall be entitled to conclusively rely on the delivery to it of a
written notice by a Person representing himself to be a holder of Senior
Indebtedness of the Company (or a trustee or representative on behalf of such
holder), to establish that such notice has been given by a holder of such
Senior Indebtedness or a trustee or representative on behalf of any such holder
or holders. In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of
such Senior Indebtedness to participate in any payment or distribution pursuant
to this Article XV, the Trustee may request such Person to furnish evidence to
the reasonable satisfaction of the Trustee as to the amount of such Senior
Indebtedness held by such Person, the extent to which such Person is entitled
to participate in such payment or distribution and any other facts pertinent to
the rights of such Person under this Article XV, and, if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.



                                      56
<PAGE>   64

                  SECTION 15.07. Rights of the Trustee; Holders of Senior
Indebtedness.

                  The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article XV in respect of any Senior
Indebtedness at any time held by it, to the same extent as any other holder of
Senior Indebtedness, and nothing in this Indenture or any Additional Provisions
shall deprive the Trustee of any of its rights as such holder.

                  With respect to the holders of Senior Indebtedness of the
Company, the Trustee undertakes to perform or to observe only such of its
covenants and obligations as are specifically set forth in this Article XV, and
no implied covenants or obligations with respect to the holders of such Senior
Indebtedness shall be read into this Indenture or any Additional Provisions
against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty
to the holders of such Senior Indebtedness and, subject to the provisions of
Article VI of this Indenture, the Trustee shall not be liable to any holder of
such Senior Indebtedness if it shall pay over or deliver to Securityholders,
the Company or any other Person money or assets to which any holder of such
Senior Indebtedness shall be entitled by virtue of this Article XV or
otherwise.

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

                  SECTION 15.08.  Subordination May Not Be Impaired.

                  No right of any present or future holder of any Senior
Indebtedness of the Company to enforce subordination as herein provided shall
at any time in any way be prejudiced or impaired by any act or failure to act
on the part of the Company, or by any act or failure to act, in good faith, by
any such holder, or by any noncompliance by the Company, with the terms,
provisions and covenants of this Indenture, regardless of any knowledge thereof
that any such holder may have or otherwise be charged with.

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

                  The Bank of New York hereby accepts the trusts in this
Indenture declared and provided, upon the terms and conditions herein above set
forth.


                                      57
<PAGE>   65

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

                                    COMMUNITY BANCSHARES, INC.


                                    By /s/ Kennon R. Patterson, Sr.
                                       ------------------------------------
                                       Name:  Kennon R. Patterson, Sr.
                                       Title: Chairman, President and Chief
                                              Executive Officer


                                    THE BANK OF NEW YORK, as Trustee


                                    By /s/ Annette L. Kos
                                       ------------------------------------
                                       Name:  Annette L. Kos
                                       Title: Assistant Vice President






                                      58