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                                                                     EXHIBIT 4.3



                   REINSURANCE GROUP OF AMERICA, INCORPORATED


                                       To


                              The Bank of New York,


                                   as Trustee

                                _________________


                          Junior Subordinated Indenture


                        Dated as of ___________ __, 200_





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                                TABLE OF CONTENTS

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<CAPTION>

                                                                                     Page

<S>          <C>                                                                       <C>
ARTICLE I...............................................................................1

              DEFINITIONS AND OTHER PROVISIONS OF GENERAL
                      APPLICATION.......................................................1
              Section 1.1. Definitions..................................................1
              Section 1.2. Compliance Certificates and Opinions........................14
              Section 1.3. Form of Documents Delivered to Trustee......................15
              Section 1.4. Notices, etc., to Trustee and Company.......................16
              Section 1.5. Notice to Holders; Waiver...................................16
              Section 1.6. Conflict with Trust Indenture Act...........................17
              Section 1.7. Effect of Headings and Table of Contents....................17
              Section 1.8. Assignment; Successors and Assigns..........................17
              Section 1.9. Separability Clause.........................................17
              Section 1.10. Benefits of Indenture......................................17
              Section 1.11. Governing Law..............................................17
              Section 1.12. Legal Holidays.............................................17
              Section 1.13. No Security Interest Created...............................18
              Section 1.14. Liability Solely Corporate.................................18
              Section 1.15. Treatment of Debt Securities as Debt.......................18

ARTICLE II.............................................................................19

              DEBT SECURITY FORMS......................................................19
              Section 2.1. Forms Generally.............................................19
              Section 2.2. Form of Trustee's Certificate of Authentication.............19
              Section 2.3. Securities in Global Form...................................20

ARTICLE III............................................................................20

              THE DEBT SECURITIES......................................................20
              Section 3.1. Amount Unlimited; Issuable in Series........................20
              Section 3.2. Denominations...............................................24
              Section 3.3. Execution, Authentication, Delivery and Dating..............25
              Section 3.4. Temporary Debt Securities; Global
                      Notes Representing Registered Securities.........................26
              Section 3.5. Registration, Transfer and Exchange.........................29
              Section 3.6. Mutilated, Destroyed, Lost and Stolen Debt Securities.......30
              Section 3.7. Payment of Interest; Interest Rights Preserved..............31
              Section 3.8. Cancellation................................................32
              Section 3.9. Computation of Interest.....................................33
              Section 3.10. Currency of Payments in Respect of Debt Securities.........33
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<TABLE>

<S>          <C>                                                                       <C>
              Section 3.11. Additional Payments........................................36
              Section 3.12. Exchange Upon Default......................................37

ARTICLE IV.............................................................................37

              SATISFACTION AND DISCHARGE...............................................37
              Section 4.1. Satisfaction and Discharge of Indenture.....................37
              Section 4.2. Application of Trust Money..................................38

ARTICLE V..............................................................................39

              REMEDIES.................................................................39
              Section 5.1. Events of Default...........................................39
              Section 5.2. Acceleration of Maturity; Rescission and Annulment..........40
              Section 5.3. Collection of Indebtedness and Suits for Enforcement
                      by Trustee.......................................................41
              Section 5.4. Trustee May File Proofs of Claim............................42
              Section 5.5. Trustee May Enforce Claims Without Possession of
                      Debt Securities..................................................43
              Section 5.6. Application of Money Collected..............................43
              Section 5.7. Limitation on Suits.........................................43
              Section 5.8. Unconditional Right of Holders to Receive Principal,
                      Premium and Interest.............................................44
              Section 5.9. Restoration of Rights and Remedies..........................44
              Section 5.10. Rights and Remedies Cumulative.............................45
              Section 5.11. Delay or Omission Not Waiver...............................45
              Section 5.12. Control by Holders.........................................45
              Section 5.13. Waiver of Past Defaults....................................45
              Section 5.14. Undertaking for Costs......................................46
              Section 5.15. Waiver of Stay or Extension Laws...........................46

ARTICLE VI.............................................................................47

              THE TRUSTEE..............................................................47
              Section 6.1. Certain Duties and Responsibilities.........................47
              Section 6.2. Notice of Defaults..........................................48
              Section 6.3. Certain Rights of Trustee...................................48
              Section 6.4. Not Responsible for Recitals or Issuance of Debt
                      Securities.......................................................49
              Section 6.5. May Hold Debt Securities....................................50
              Section 6.6. Money Held in Trust.........................................50
              Section 6.7. Compensation and Reimbursement..............................50
              Section 6.8. Disqualification; Conflicting Interests.....................51
              Section 6.9. Corporate Trustee Required; Eligibility.....................56
              Section 6.10. Resignation and Removal; Appointment of
                      Successor........................................................57
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<TABLE>


<S>          <C>                                                                       <C>
              Section 6.11. Acceptance of Appointment by Successor.....................58
              Section 6.12. Merger, Conversion, Consolidation or Succession to
                      Business.........................................................59
              Section 6.13. Preferential Collection of Claims Against Company..........60
              Section 6.14. Appointment of Authenticating Agent........................63

ARTICLE VII............................................................................65

              HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY........................65
              Section 7.1. Company to Furnish Trustee Names and Addresses of
                      Holders..........................................................65
              Section 7.2. Preservation of Information; Communication to Holders.......65
              Section 7.3. Reports by Trustee..........................................67
              Section 7.4. Reports by Company..........................................68

ARTICLE VIII...........................................................................69

              CONCERNING THE HOLDERS...................................................69
              Section 8.1. Acts of Holders.............................................69
              Section 8.2. Proof of Ownership; Proof of Execution of
                      Instruments by Holder............................................70
              Section 8.3. Persons Deemed Owners.......................................70
              Section 8.4. Revocation of Consents; Future Holders Bound................71

ARTICLE IX.............................................................................71

              HOLDERS' MEETINGS........................................................71
              Section 9.1. Purposes of Meetings........................................71
              Section 9.2. Call of Meetings by Trustee.................................72
              Section 9.3. Call of Meetings by Company or Holders......................72
              Section 9.4. Qualifications for Voting...................................72
              Section 9.5. Regulations.................................................72
              Section 9.6. Voting......................................................73

ARTICLE X..............................................................................73

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER
                      OR LEASE.........................................................73
              Section 10.1. Company May Consolidate, etc., Only on Certain
                      Terms............................................................73
              Section 10.2. Successor Corporation Substituted..........................74

ARTICLE XI.............................................................................74
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<TABLE>


<S>          <C>                                                                       <C>
              SUPPLEMENTAL INDENTURES..................................................74
              Section 11.1. Supplemental Indentures Without Consent of
                      Holders..........................................................74
              Section 11.2. Supplemental Indentures With Consent of Holders............76
              Section 11.3. Execution of Supplemental Indentures.......................77
              Section 11.4. Effect of Supplemental Indentures..........................77
              Section 11.5. Conformity with Trust Indenture Act........................77
              Section 11.6. Reference in Debt Securities to Supplemental
                      Indentures.......................................................78
              Section 11.7. Notice of Supplemental Indenture...........................78

ARTICLE XII............................................................................78

              COVENANTS................................................................78
              Section 12.1. Payment of Principal, Premium and Interest.................78
              Section 12.2. Officer's Certificate as to Default........................78
              Section 12.3. Maintenance of Office or Agency............................79
              Section 12.4. Money for Debt Securities; Payments To Be Held in
                      Trust............................................................79
              Section 12.5. Corporate Existence........................................80
              Section 12.6. Covenants as to the RGA Capital Trusts.....................81
              Section 12.7. Waiver of Certain Covenants................................81
              Section 12.8. Covenants as to Purchases..................................81
              Section 12.9. Original Issue Discount....................................82
              Section 12.10. Certain Restrictions......................................82

ARTICLE XIII...........................................................................82

              REDEMPTION OF DEBT SECURITIES............................................82
              Section 13.1. Applicability of Article...................................82
              Section 13.2. Election to Redeem; Notice to Trustee......................83
              Section 13.3. Selection by Trustee of Debt Securities to Be
                      Redeemed.........................................................83
              Section 13.4. Notice of Redemption.......................................83
              Section 13.5. Deposit of Redemption Price................................84
              Section 13.6. Debt Securities Payable on Redemption Date.................85
              Section 13.7. Debt Securities Redeemed in Part...........................85
              Section 13.8. Special Event Redemption...................................85

ARTICLE XIV............................................................................86

              SINKING FUNDS............................................................86
              Section 14.1. Applicability of Article...................................86
              Section 14.2. Satisfaction of Mandatory Sinking Fund Payments
                      with Debt Securities.............................................86
              Section 14.3. Redemption of Debt Securities for Sinking Fund.............87
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<TABLE>


<S>          <C>                                                                       <C>
ARTICLE XV.............................................................................89

              DEFEASANCE...............................................................89
              Section 15.1. Applicability of Article...................................89
              Section 15.2. Defeasance Upon Deposit of Moneys or U.S.
                      Government Obligations...........................................89
              Section 15.3. Deposited Moneys and U.S. Government Obligations
                      to Be Held In Trust..............................................91
              Section 15.4. Repayment to Company.......................................91

ARTICLE XVI............................................................................92

              CONVERSION...............................................................92
              Section 16.1. Applicability; Conversion Privilege........................92
              Section 16.2. Conversion Procedure; Conversion Price;
                      Fractional Shares................................................92
              Section 16.3. Adjustment of Conversion Price for Common Stock............93
              Section 16.4. Consolidation or Merger of the Company.....................96
              Section 16.5. Notice of Adjustment.......................................97
              Section 16.6. Notice in Certain Events...................................97
              Section 16.7. Company to Reserve Stock; Registration; Listing............98
              Section 16.8. Taxes on Conversion........................................99
              Section 16.9. Conversion After Record Date...............................99
              Section 16.10. Company Determination Final...............................99
              Section 16.11. Trustee's Disclaimer......................................99

ARTICLE XVII..........................................................................100

              SUBORDINATION...........................................................100
              Section 17.1. Agreement to Subordinate..................................100
              Section 17.2. Certain Definitions.......................................100
              Section 17.3. Liquidation; Dissolution; Bankruptcy; etc.................100
              Section 17.4. Default on Senior Indebtedness............................101
              Section 17.5. When Distribution Must be Paid Over.......................101
              Section 17.6. Notice by Company.........................................102
              Section 17.7. Subrogation...............................................102
              Section 17.8. Relative Rights...........................................102
              Section 17.9. Subordination May Not Be Impaired By Company..............103
              Section 17.10. Distribution.............................................103
              Section 17.11. Rights of Trustee and Paying Agent.......................103
              Section 17.12. Authorization to Effect Subordination....................104

ARTICLE XVIII.........................................................................104

              EXTENDED INTEREST PERIOD................................................104
              Section 18.1. Extension of Interest Payment Period......................104
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<TABLE>

<S>          <C>                                                                      <C>
              Section 18.2. Notice of Extension.......................................104
              Section 18.3. Limitation on Transactions................................105
              Section 18.4. Applicability of Article..................................105

ARTICLE XIX...........................................................................106

              RIGHT OF DIRECT ACTION; SETOFF..........................................106
              Section 19.1. Acknowledgement of Rights; Right of Setoff................106
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         JUNIOR SUBORDINATED INDENTURE dated as of _______ __, 200_,
(hereinafter the "Indenture") between REINSURANCE GROUP OF AMERICA,
INCORPORATED, a Missouri corporation (hereinafter called the "Company"), having
its principal executive office at 1370 Timberlake Manor Parkway, Chesterfield,
Missouri 63017-6039 and The Bank of New York, a New York banking corporation
(hereinafter called the "Trustee"), having its principal office at 101 Barclay
Street, New York, New York 10286.

                             RECITALS OF THE COMPANY

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its junior
subordinated debentures, notes, bonds or other evidences of indebtedness (herein
generally called the "Debt Securities"), to be issued in one or more series, as
in this Indenture provided.

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

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE I.

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

         SECTION 1.1.     DEFINITIONS.

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

                  (1)     the terms defined in this Article have the meanings
         assigned to them in this Article, and include the plural as well as the
         singular;

                  (2)     all other terms used herein which are defined in the
         Trust Indenture Act, either directly or by reference therein, have the
         meanings assigned to them therein;

                  (3)     all accounting terms not otherwise defined herein have
         the meanings assigned to them in accordance with generally accepted
         accounting principles or as provided with respect to any series of Debt
         Securities, and, except as otherwise herein provided or as provided
         with respect to any series of Debt Securities, the term "generally
         accepted accounting principles" or "GAAP" with respect to any
         computation required or permitted hereunder with respect to



<PAGE>   9
         any series of Debt Securities, shall mean such as set forth in the
         opinions and pronouncements of the Accounting Principles Board of the
         American Institute of Certified Public Accountants and statements and
         pronouncements of the Financial Accounting Standards Board or in such
         other statements by such other entity as have been approved by a
         significant segment of the accounting profession which are in effect as
         of the issuance date of such series of Debt Securities; and

                  (4)     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.

Certain terms, used principally in Article III or Article VI, are defined in
those respective Articles.

                  "Act" when used with respect to any Holder, has the meaning
         specified in Section 8.1.

                  "Additional Interest" shall have the meaning set forth in
         Section 5.2.

                  "Additional Payments" shall have the meaning set forth in
         Section 3.11.

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

                  "Additional Taxes" means any additional taxes, duties and
         other governmental charges to which the applicable RGA Capital Trust
         has become subject from time to time as a result of a Tax Event.

                  "Affiliate" of any specified Person means any other Person
         directly or indirectly controlling or controlled by or under direct or
         indirect common control with such specified Person. For the purposes of
         this definition, "control" as used with respect to any Person shall
         mean the possession, directly or indirectly, of the power to direct or
         cause the direction of the management or policies of such Person,
         whether through the ownership of voting securities, by agreement or
         otherwise, provided that beneficial ownership of 10% or more of the
         voting securities of a Person shall be deemed to be control. For
         purposes of this definition, the terms "controlling," "controlled by"
         and "under common control with" shall have correlative meanings.

                  "Authenticating Agent" has the meaning specified in Section
         6.14.

                  "Board of Directors" means either the board of directors of
         the Company, or any committee of that board duly authorized to act
         hereunder or any director or directors and/or officer or officers of
         the



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         Company to whom that board or committee shall have delegated its
         authority.

                  "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" when used with respect to any Place of Payment
         or any other particular location referred to in this Indenture or in
         the Debt Securities means any day which is not a Saturday, a Sunday or
         a legal holiday or a day on which banking institutions or trust
         companies in that Place of Payment or other location are authorized or
         obligated by law to close, except as otherwise specified pursuant to
         Section 3.1.

                  "Closing Price" of the Common Stock shall mean the last
         reported sale price of such stock (regular way) as shown on the
         Composite Tape of the New York Stock Exchange (or, if such stock is not
         listed or admitted to trading on the New York Stock Exchange, on the
         principal national securities exchange on which such stock is listed or
         admitted to trading), or, in case no such sale takes place on such day,
         the average of the closing bid and asked prices on the New York Stock
         Exchange (or, if such stock is not listed or admitted to trading on the
         New York Stock Exchange, on the principal national securities exchange
         on which such stock is listed or admitted to trading), or, if it is not
         listed or admitted to trading on any national securities exchange, the
         average of the closing bid and asked prices as reported in The Nasdaq
         Stock Market, or if such stock is not so reported, the average of the
         closing bid and asked prices as furnished by any member of the National
         Association of Securities Dealers, Inc., selected from time to time by
         the Company for that purpose.

                  "Code" means the Internal Revenue Code of 1986, as amended.

                  "Commission" means the Securities and Exchange Commission, as
         from time to time constituted, created under the Securities Exchange
         Act of 1934, as amended, or if at any time after the execution of this
         instrument such Commission is not existing and performing the duties
         now assigned to it under the Trust Indenture Act, then the body
         performing such duties on such date.

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



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                  "Common Stock" shall mean the class of Common Stock, par value
         $.01 per share, of the Company authorized at the date of this Indenture
         as originally signed, or any other class of stock resulting from
         successive changes or reclassifications of such Common Stock, and in
         any such case including any shares thereof authorized after the date of
         this Indenture, and any other shares of stock of the Company which do
         not have any priority in the payment of dividends or upon liquidation
         over any other class of stock.

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

                  "Company Request" and "Company Order" mean, respectively, a
         written request or order signed in the name of the Company by the
         Chairman, a Vice Chairman, the President, the Chief Financial Officer,
         the Chief Operating Officer or a Vice President and by the Treasurer,
         an Assistant Treasurer, the Controller, an Assistant Controller, the
         Secretary or an Assistant Secretary of the Company, and delivered to
         the Trustee.

                  "Component Currency" has the meaning in Section 3.10(i).

                  "Conversion Agent" means any Person authorized by the Company
         to receive Debt Securities to be converted into Common Stock on behalf
         of the Company. The Company initially authorizes the Trustee to act as
         Conversion Agent for the Debt Securities on its behalf. The Company may
         at any time from time to time authorize one or more Persons to act as
         Conversion Agent in addition to or in place of the Trustee with respect
         to any series of Debt Securities issued under this Indenture.

                  "Conversion Date" has the meaning specified in Section
         3.10(e).

                  "Conversion Event" means the cessation of (i) a Foreign
         Currency to be used both by the government of the country which issued
         such Currency and for the settlement of transactions by public
         institutions of or within the international banking community, (ii) the
         ECU to be used both within the European Monetary System and for the
         settlement of transactions by public institutions of or within the
         European Communities or (iii) any Currency unit other than the ECU to
         be used for the purposes for which it was established. Notwithstanding
         any term herein, or in any supplement hereto, to the contrary, in no
         instance shall the Trustee be under any duty or obligation to determine
         or monitor whether a Conversion Event has occurred. Upon receipt by the
         Trustee of an Officers' Certificate of the Company certifying to the
         effect that a Conversion Event has occurred, the Trustee shall be
         entitled to rely exclusively thereon without independent investigation
         on its part.


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                  "Conversion Price" means, with respect to any series of Debt
         Securities which are convertible into Common Stock, the price per share
         of Common Stock at which the Debt Securities of such series are so
         convertible pursuant to Section 3.1 with respect to such series, as the
         same may be adjusted from time to time in accordance with Section 16.3.

                  "Conversion Request" means (a) the irrevocable request to be
         given by a Holder of Debt Securities of a series that by its terms is
         convertible into Common Stock, as specified pursuant to Section 3.1
         hereof, directing the Conversion Agent to convert such Debt Securities
         into shares of Common Stock, and (b) the irrevocable request to be
         given by a holder of the Preferred Securities of the applicable RGA
         Capital Trust to the Conversion Agent directing the Conversion Agent to
         exchange such Common Stock for such Preferred Securities on behalf of
         such holder.

                  "Corporate Trust Office" means the principal corporate trust
         office of the Trustee at which at any particular time its corporate
         trust business shall be administered, which office at the date of
         execution of this instrument is located at 101 Barclay Street, 21st
         Floor, New York, New York 10286, Attention: Corporate Trust
         Administration Department.

                  "Corporation" includes corporations, limited liability
         companies, limited partnerships, associations, companies and business
         trusts.

                  "Currency" means Dollars or Foreign Currency.

                  "Currency Determination Agent" means the New York Clearing
         House bank, if any, from time to time selected by the Company for
         purposes of Section 3.10; provided that such agent shall accept such
         appointment in writing and the terms of such appointment shall be
         acceptable to the Company and shall, in the opinion of the Company and
         the Trustee at the time of such appointment, require such agent to make
         the determinations required by this Indenture by a method consistent
         with the method provided in this Indenture for the making of such
         decision or determination.

                  "Current Market Price" on any date shall mean the average of
         the daily Closing Prices per share of Common Stock for any thirty (30)
         consecutive Trading Days selected by the Company prior to the date in
         question, which thirty (30) consecutive Trading Day period shall not
         commence more than forty-five (45) Trading Days prior to the day in
         question; provided that with respect to Section 16.3(3), the "Current
         Market Price" of the Common Stock shall mean the average of the daily
         Closing Prices per share of Common Stock for the five (5) consecutive



                                       5
<PAGE>   13

         Trading Days ending on the date of the distribution referred to in
         Section 16.3(3) (or if such date shall not be a Trading Day, on the
         Trading Day immediately preceding such date).

                  "Debt Securities" has the meaning stated in the first recital
         of this Indenture and more particularly means any Debt Securities
         (including any Global Notes) authenticated and delivered under this
         Indenture.

                  "Defaulted Interest" has the meaning specified in Section 3.7.

                  "Deferred Payments" has the meaning specified in Section 18.1.

                  "Depositary" means a clearing agency registered under the
         Securities Exchange Act of 1934, as amended, or any successor thereto,
         which shall in either case be designated by the Company pursuant to
         Section 3.1 until a successor Depositary shall have become such
         pursuant to the applicable provisions of this Indenture, and
         thereafter. "Depositary" shall mean or include each Person who is then
         a Depositary hereunder, and if at any time there is more than one such
         Person, "Depositary" as used with respect to the Debt Securities of any
         series shall mean the Depositary with respect to the Debt Securities of
         that series.

                  "Discharged" has the meaning specified in Section 15.2.

                  "Discount Security" means any Debt Security which is issued
         with "original issue discount" within the meaning of Section 1273(a) of
         the Code (or any successor provision) and the regulations thereunder.

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

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

                  "Dollar Equivalent of the Currency Unit" has the meaning
         specified in Section 3.10(h).

                  "Dollar Equivalent of the Foreign Currency" has the meaning
         specified in Section 3.10(g).

                  "ECU" means the European Currency Unit as defined and revised
         from time to time by the Council of the European Communities.


                                       6
<PAGE>   14

                  "Election Date" has the meaning specified in Section 3.10(i).

                  "Euro-clear Operator" means Morgan Guaranty Trust Company of
         New York, Brussels office, or its successor as operator of the
         Euro-clear System.

                  "European Communities" means the European Economic Community,
         the European Coal and Steel Community and the European Atomic Energy
         Community.

                  "European Monetary System" means the European Monetary System
         established by the Resolution of December 5, 1978 of the Council of the
         European Communities.

                  "Election Date" has the meaning specified in Section 3.10(i).

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

                  "Exchange Rate Officer's Certificate" means a telex or a
         certificate setting forth (i) the applicable Market Exchange Rate and
         (ii) the Dollar, Foreign Currency or Currency unit amounts of
         principal, premium, if any, and any interest respectively (on an
         aggregate basis and on the basis of a Debt Security having the lowest
         denomination principal amount determined in accordance with Section 3.2
         in the relevant Currency or Currency unit), payable on the basis of
         such Market Exchange Rate sent (in the case of a telex) or signed (in
         the case of a certificate) by the Treasurer or any Assistant Treasurer
         of the Company.

                  "Extended Interest Period" has the meaning specified in
         Section 3.1.

                  "Fixed Rate Security" means a Debt Security which provides for
         the payment of interest at a fixed rate.

                  "Floating Rate Security" means a Debt Security which provides
         for the payment of interest at a variable rate determined periodically
         by reference to an interest rate index or any other index specified
         pursuant to Section 3.1.

                  "Foreign Currency" means a currency issued by the government
         of any country other than the United States or a composite currency or
         currency unit the value of which is determined by reference to the
         values of the currencies of any group of countries.

                  "Global Note" means a Registered Security evidencing all or
         part of a series of Debt Securities, including, without limitation, any
         temporary or permanent Global Note.


                                       7
<PAGE>   15

                  "Holder" means, with respect to a Registered Security, the
         Registered Holder.

                  "Indenture" means this Junior Subordinated Indenture as
         originally executed, or as it may from time to time be supplemented or
         amended by one or more indentures supplemental hereto entered into
         pursuant to the applicable provisions hereof and, unless the context
         otherwise requires, shall include the terms of a particular series of
         Debt Securities as established pursuant to Section 3.1.

                  The term "interest," when used with respect to a Discount
         Security which by its terms bears interest only on a certain date,
         means interest payable after such date, if so provided pursuant to
         Section 3.1.

                  "Interest Payment Date" with respect to any Debt Security
         means the Stated Maturity of an installment of interest on such Debt
         Security; provided, that (if it is provided pursuant to Section 3.1
         that Article XVIII shall apply to the Debt Securities of such series)
         an Interest Payment Date may be extended pursuant to Section 18.1, in
         which event such Stated Maturity as so extended shall be an Interest
         Payment Date.

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

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

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

                  "Market Exchange Rate" means (i) for any conversion involving
         a Currency unit on the one hand and Dollars or any Foreign Currency on
         the other, the exchange rate between the relevant Currency unit and
         Dollars or such Foreign Currency calculated by the method specified



                                       8
<PAGE>   16

         pursuant to Section 3.1 for the securities of the relevant series, (ii)
         for any conversion of Dollars into any Foreign Currency, the noon (New
         York City time) buying rate for such Foreign Currency for cable
         transfers quoted in New York City as certified for customs purposes by
         the Federal Reserve Bank of New York and (iii) for any conversion of
         one Foreign Currency into Dollars or another Foreign Currency, the spot
         rate at noon local time in the relevant market at which, in accordance
         with normal banking procedures, the Dollars or Foreign Currency into
         which conversion is being made could be purchased with the Foreign
         Currency from which conversion is being made from major banks located
         in either New York City, London or any other principal market for
         Dollars or such purchased Foreign Currency. In the event of the
         unavailability of any of the exchange rates provided for in the
         foregoing clauses (i), (ii) and (iii) the Currency Determination Agent,
         if any, or if there shall not be a Currency Determination Agent, then
         the Trustee, shall use, in its sole discretion and without liability on
         its part, such quotation of the Federal Reserve Bank of New York as of
         the most recent available date, or quotations from one or more major
         banks in New York City, London or other principal market for such
         Currency or Currency unit in question, or such other quotations as the
         Currency Determination Agent or the Trustee, as the case may be, shall
         deem appropriate. Unless otherwise specified by the Currency
         Determination Agent, if any, or if there shall not be a Currency
         Determination Agent, then by the Trustee, if there is more than one
         market for dealing in any Currency or Currency unit by reason of
         foreign exchange regulations or otherwise, the market to be used in
         respect of such Currency or Currency unit shall be that upon which a
         nonresident issuer of securities designated in such Currency or
         Currency unit would purchase such Currency or Currency unit in order to
         make payments in respect of such securities.

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

                  "Opinion of Counsel" means a written opinion of counsel, who
         may be counsel to the Company (including an employee of the Company)
         and who shall be satisfactory to the Trustee, which is delivered to the
         Trustee.

                  "Outstanding" when used with respect to Debt Securities,
         means, as of the date of determination, all Debt Securities theretofore
         authenticated and delivered under this Indenture, except:

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



                                       9
<PAGE>   17

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

                  (iii) Debt Securities which have been paid pursuant to Section
         3.6 or in exchange for or in lieu of which other Debt Securities have
         been authenticated and delivered pursuant to this Indenture, other than
         any such Debt Securities in respect of which there shall have been
         presented to the Trustee proof satisfactory to it that such Debt
         Securities are held by a bona fide purchaser in whose hands such Debt
         Securities are valid obligations of the Company; provided, however,
         that in determining whether the Holders of the requisite principal
         amount of Debt Securities Outstanding have performed any Act hereunder,
         Debt Securities owned by the Company or any other obligor upon the Debt
         Securities or any Affiliate of the Company or of such other obligor
         shall be disregarded and deemed not to be Outstanding (provided, that
         in connection with any offer by the Company or any obligor to purchase
         Debt Securities, Debt Securities tendered by a Holder shall be
         Outstanding until the date of purchase), except that, (i) in
         determining whether the Trustee shall be protected in relying upon any
         such Act, only Debt Securities which the Trustee knows to be so owned
         shall be so disregarded and (ii) the foregoing shall not apply at any
         time when all of the Outstanding Debt Securities are owned by the
         Company, the Trustee and/or any such Affiliate. Debt Securities so
         owned which have been pledged in good faith may be regarded as
         Outstanding if the pledgee establishes to the satisfaction of the
         Trustee the pledgee's right to act with respect to such Debt Securities
         and that the pledgee is not the Company or any other obligor upon the
         Debt Securities or any Affiliate of the Company or of such other
         obligor. In determining whether the Holders of the requisite principal
         amount of Outstanding Debt Securities have performed any Act hereunder,
         the principal amount of a Discount Security that shall be deemed to be
         Outstanding for such purpose shall be the amount of the principal
         thereof that would be due and payable as of the date of such
         determination upon a declaration of acceleration of the Maturity
         thereof pursuant to Section 5.2 and the principal amount of a Debt
         Security denominated in a Foreign Currency that shall be deemed to be
         Outstanding for such purpose shall be the amount calculated pursuant to
         Section 3.10(k).


                  "Overdue Rate" when used with respect to any series of the
         Debt Securities, means the rate designated as such in or pursuant to
         the Board Resolution or the supplemental indenture, as the case may be,
         relating to such series as contemplated by Section 3.1.



                                       10
<PAGE>   18

                  "Paying Agent" means any Person authorized by the Company to
         pay the principal of (and premium, if any) or interest on any Debt
         Securities on behalf of the Company.

                  "Permanent Global Note" shall have the meaning given such term
         in Section 3.4(b).

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

                  "Place of Payment" when used with respect to the Debt
         Securities of any series means the place or places where the principal
         of (and premium, if any) and interest on the Debt Securities of that
         series are payable as specified pursuant to Section 3.1.

                  "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 3.6 in lieu of a mutilated, lost, destroyed or
         stolen Debt Security shall be deemed to evidence the same debt as the
         mutilated, lost, destroyed or stolen Debt Security.

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

                  "Preferred Securities Guarantee" means any guarantee that the
         Company may enter into with the Trustee or other Persons that operates
         directly or indirectly for the benefit of holders of Preferred
         Securities issued by the applicable RGA Capital Trust.

                  "Property Trustee" means the entity performing the function of
         the Property Trustee under the Trust Agreement of the applicable RGA
         Capital Trust.

                  "Redemption Date" means (i) the date fixed for redemption of
         any Debt Security pursuant to this Indenture which, in the case of a
         Floating Rate Security, unless otherwise specified pursuant to Section
         3.1, shall be an Interest Payment Date only or (ii) with respect to
         events described in Section 13.8, the date fixed for payment of any
         Special Redemption Price.



                                       11
<PAGE>   19

                  "Redemption Price" means, in the case of a Discount Security,
         the amount of the principal thereof that would be due and payable as of
         the Redemption Date upon a declaration of acceleration of the Maturity
         thereof pursuant to Section 5.2, and in the case of any other Debt
         Security, the principal amount thereof, plus, in each case, premium, if
         any, and accrued and unpaid interest, if any, to the Redemption Date.

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

                  "Registered Security" means any Debt Security in the form
         established pursuant to Section 2.1 which is registered as to principal
         and interest in the Security Register.

                  "Regular Record Date" for the interest payable on the
         Registered Securities of any series on any Interest Payment Date means
         the date specified for that purpose pursuant to Section 3.1 for such
         Interest Payment Date.

                  "Responsible Officer" when used with respect to the Trustee
         means any vice president, the secretary, any assistant secretary or any
         assistant vice president or any other officer 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 his knowledge of and familiarity with the
         particular subject.

                  "RGA Capital Trust" means such statutory business trust
         created under the laws of Delaware specified in a Board Resolution of
         the Company establishing a particular series of Debentures pursuant to
         Section 3.1 hereof.

                  "Security Register" and "Security Registrar" have the
         respective meanings specified in Section 3.5(a).

                  "Senior Indebtedness" has the meaning specified in Section
         17.2.

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

                  "Special Record Date" for the payment of any Defaulted
         Interest means a date fixed by the Trustee pursuant to Section 3.7.

                  "Special Redemption Price" has the meaning specified in
         Section 13.8.

                  "Specified Amount" has the meaning specified in Section
         13.10(i).



                                       12
<PAGE>   20
                  "Stated Maturity" when used with respect to any Debt Security
         or any installment of principal thereof or premium thereon or interest
         thereon means the date specified in such Debt Security, as the date on
         which the principal of such Debt Security or such installment of
         principal, premium or interest is due and payable.

                  "Subsidiary" means, with respect to any specified Person, (i)
         any corporation, association, or other business entity of which more
         than 50% of the total voting power of shares of Capital Stock entitled
         (without regard to the occurrence of any contingency) to vote in the
         election of directors, managers or trustees thereof is at the time
         owned or controlled, directly or indirectly, by such Person or one or
         more of the other Subsidiaries of that Person (or a combination
         thereof) and (ii) any partnership (a) the sole general partner or the
         managing general partner of which is such Person or a Subsidiary of
         such Person or (b) the only general partners of which are such Person
         or one or more Subsidiaries of such Person (or any combination
         thereof).

                  "Tax Event" means the receipt by the applicable RGA Capital
         Trust of an Opinion of Counsel, rendered by a law firm having a
         recognized tax and securities practice, to the effect that, as a result
         of any amendment to, or change (including any announced prospective
         change) in, the laws (or any regulations thereunder) of the United
         States or any political subdivision or taxing authority thereof or
         therein, or as a result of any official administrative pronouncement or
         judicial decision interpreting or applying such laws or regulations,
         which amendment or change is effective or which pronouncement or
         decision is announced on or after the date of issuance of the Preferred
         Securities under the applicable Trust Agreement, there is more than an
         insubstantial risk that (i) such RGA Capital Trust is, or shall be
         within 90 days after the date of such Opinion of Counsel, subject to
         United States federal income tax with respect to income received or
         accrued on the Debt Securities; (ii) interest payable by the Company on
         the Debt Securities is not, or within 90 days after the date of such
         Opinion of Counsel, shall not be, deductible by the Company, in whole
         or in part, for United States federal income tax purposes; or (iii)
         such RGA Capital Trust is, or shall be within 90 days after the date of
         such Opinion of Counsel, subject to more than a de minimis amount of
         other taxes, duties, assessments or other governmental charges. An RGA
         Capital Trust or the Company shall request and receive such Opinion of
         Counsel with regard to such matters within a reasonable period of time
         after such RGA Capital Trust or the Company shall have become aware of
         any of the events described in clauses (i) through (iii) above.

                  "Trading Day" shall mean, with respect to the Common Stock, so
         long as the Common Stock is listed or admitted to trading on the New
         York Stock Exchange, a day on which the New York Stock Exchange is open
         for the transaction of business, or, if the Common Stock is not listed
         or admitted to trading on the New York Stock Exchange, a day on


                                       13
<PAGE>   21

         which the principal national securities exchange on which the Common
         Stock is listed is open for the transaction of business, or, if the
         Common Stock is not so listed or admitted for trading on any national
         securities exchange, a day on which The Nasdaq Stock Market is open for
         the transaction of business.

                  "Trust Agreement" means the Amended and Restated Trust
         Agreement of a particular RGA Capital Trust.

                  "Trustee" means the Person named as the "Trustee" in the first
         paragraph of this instrument until a successor Trustee shall have
         become such pursuant to the applicable provisions of this Indenture,
         and thereafter "Trustee" shall mean or include each Person who is then
         a Trustee hereunder, and if at any time there is more than one such
         Person, "Trustee" as used with respect to the Debt Securities of any
         series shall mean the Trustee with respect to Debt Securities of such
         series.

                  "Trust Indenture Act" means the Trust Indenture Act of 1939,
         as amended and as in force at the date as of which this instrument was
         executed, except as provided in Section 11.5.

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

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

                  "U.S. Government Obligations" has the meaning specified in
         Section 15.2.

                  "U.S. Person" means a citizen or resident of the United
         States, a corporation, partnership or other entity created or organized
         in or under the laws of the United States, or an estate or trust the
         income of which is subject to United States Federal income taxation
         regardless of its source.

                  "Valuation Date" has the meaning specified in Section 3.10(d).

                  "Vice President" includes with respect to the Company and the
         Trustee, any Vice President of the Company or the Trustee, as the case
         may be, whether or not designated by a number or word or words added
         before or after the title "Vice President."

         SECTION 1.2.      COMPLIANCE CERTIFICATES AND OPINIONS.

         Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee an Officers' Certificate stating that all conditions precedent, if
any, provided for in this


                                       14
<PAGE>   22


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

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than certificates
provided pursuant to Section 12.2) shall include:

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

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

                  (3)      a statement that, in the opinion of each such
         individual, 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

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

         SECTION 1.3.      FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

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


                                       15
<PAGE>   23

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

         SECTION 1.4.      NOTICES, ETC., TO TRUSTEE AND COMPANY.

         Any Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,

                  (1)      the Trustee by any Holder or by the Company shall be
         sufficient for every purpose hereunder (unless otherwise herein
         expressly provided) if made, given, furnished or filed in writing to or
         with the Trustee at its Corporate Trust Office, Attention: Corporate
         Trust Department, or

                  (2)      the Company by the Trustee or by any Holder shall be
         sufficient for every purpose hereunder (unless otherwise herein
         expressly provided) if in writing and mailed, first-class postage
         prepaid or airmail postage prepaid if sent from outside the United
         States, to the Company addressed to it at the address of its principal
         office specified in the first paragraph of this instrument, to the
         attention of its Treasurer, or at any other address previously
         furnished in writing to the Trustee by the Company.

         Any such Act or other document shall be in the English language, except
that any published notice may be in an official language of the country of
publication.

         SECTION 1.5.      NOTICE TO HOLDERS; WAIVER.

         When this Indenture provides for notice to Holders of any event, (1)
such notice shall be sufficiently given to Registered Holders (unless otherwise
herein expressly provided) if in writing and mailed, first-class postage
prepaid, to such Registered Holders as their names and addresses appear in the
Security Register, within the time prescribed; provided, however, that, in any
case, any notice to Holders of Floating Rate Securities regarding the
determination of a periodic rate of interest, if such notice is required
pursuant to Section 3.1, shall be sufficiently given if given in the manner
specified pursuant to Section 3.1.

         In the event of suspension of regular mail service or by reason of any
other cause it shall be impracticable to give notice by mail, such notification
as shall be given with the approval of the Trustee shall constitute sufficient
notice for every purpose hereunder.

         Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance on such waiver. In any case where notice to Holders is given by mail,
neither the failure to mail such notice nor any defect in any notice so mailed
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders, and any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given. In any case
where notice to




                                       16
<PAGE>   24

Holders is given by publication, any defect in any notice so published as to any
particular Holder shall not affect the sufficiency of such notice with respect
to other Holders, and any notice which is published in the manner herein
provided shall be conclusively presumed to have been duly given.

         SECTION 1.6.      CONFLICT WITH TRUST INDENTURE ACT.

         If any provision hereof limits, qualifies or conflicts with the duties
imposed on any person by the provisions of Sections 310 to 317, inclusive, of
the Trust Indenture Act, such imposed duties shall control.

         SECTION 1.7.      EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

         SECTION 1.8.      ASSIGNMENT; SUCCESSORS AND ASSIGNS.

         The Company shall have the right at all times to assign any of its
respective rights or obligations under this Indenture to a direct or indirect
wholly owned Subsidiary of the Company, provided that, in the event of any such
assignment, the Company shall remain liable for all such obligations. All
covenants and agreements in this Indenture by the parties hereto shall bind
their respective successors and assigns and inure to the benefit of their
permitted successors and assigns, whether so expressed or not.

         SECTION 1.9.      SEPARABILITY CLAUSE.

         In case any provision in this Indenture or in the Debt Securities shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.

         SECTION 1.10.     BENEFITS OF INDENTURE.

         Nothing in this Indenture or in the Debt Securities, express or
implied, shall give to any Person, other than the parties hereto, any Security
Registrar, any Paying Agent and their successors hereunder, and the Holders (and
with respect to the provisions of Article XVII, the holders of Senior
Indebtedness), any benefit or any legal or equitable right, remedy or claim
under this Indenture.

         SECTION 1.11.     GOVERNING LAW.

         This Indenture and the Debt Securities shall be governed by and
construed in accordance with the internal laws of the State of New York.

         SECTION 1.12.     LEGAL HOLIDAYS.

         Unless otherwise specified pursuant to Section 3.1 or in any Debt
Security, in any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Debt Security of any series shall not be a Business Day at any
Place of Payment for the Debt Securities of that series, then (notwithstanding
any other provision of this Indenture




                                       17
<PAGE>   25

or of the Debt Securities) payment of principal (and premium, if any) or
interest need not be made at such Place of Payment on such date, but may be made
on the next succeeding Business Day at such Place of Payment with the same force
and effect as if made on the Interest Payment Date, Redemption Date or at the
Stated Maturity, and no interest shall accrue on the amount so payable for the
period from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be, to such Business Day if such payment is made or
duly provided for on such Business Day.

         SECTION 1.13.     NO SECURITY INTEREST CREATED.

         Nothing in this Indenture or in the Debt Securities, express or
implied, shall be construed to constitute a security interest under the Uniform
Commercial Code or similar legislation, as now or hereafter enacted and in
effect in any jurisdiction where property of the Company or its Subsidiaries is
or may be located.

         SECTION 1.14.     LIABILITY SOLELY CORPORATE.

         No recourse shall be had for the payment of the principal of (or
premium, if any) or interest on any Debt Securities, or any part thereof, or of
the indebtedness represented thereby, or upon any obligation, covenant or
agreement of this Indenture, against any incorporator, or against any
shareholder, officer or director, as such, past, present or future, of the
Company (or any incorporator, shareholder, officer or director of any
predecessor or successor corporation), either directly or through the Company
(or any such predecessor or successor corporation), whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly agreed and understood that this
Indenture and all the Debt Securities are solely corporate obligations, and that
no personal liability whatsoever shall attach to, or be incurred by, any such
incorporator, shareholder, officer or director, past, present or future, of the
Company (or any incorporator, shareholder, officer or director of any such
predecessor or successor corporation), either directly or indirectly through the
Company or any such predecessor or successor corporation, because of the
indebtedness hereby authorized or under or by reason of any of the obligations,
covenants, promises or agreements contained in this Indenture or in any of the
Debt Securities or to be implied herefrom or therefrom; and that any such
personal liability is hereby expressly waived and released as a condition of,
and as part of the consideration for, the execution of this Indenture and the
issue of Debt Securities; provided, however, that nothing herein or in the Debt
Securities contained shall be taken to prevent recourse to and the enforcement
of the liability, if any, of any shareholder or subscriber to capital stock upon
or in respect of the shares of capital stock not fully paid.

         SECTION 1.15.     TREATMENT OF DEBT SECURITIES AS DEBT.

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



                                       18
<PAGE>   26

                                   ARTICLE II.

                               DEBT SECURITY FORMS

         SECTION 2.1.      FORMS GENERALLY.

         The Debt Securities of each series shall be substantially in one of the
forms (including global form) established in or pursuant to a Board Resolution
or one or more indentures supplemental hereto, and shall have such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification or designation and such legends or endorsements placed thereon
as the Company may deem appropriate and as are not inconsistent with the
provisions of this Indenture, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation
of any securities exchange or self-regulatory organization on or in which any
series of the Debt Securities may be listed or included, or to conform to usage,
all as determined by the officers executing such Debt Securities as conclusively
evidenced by their execution of such Debt Securities. If the form of a series of
Debt Securities (or any Global Note) is established in or pursuant to a Board
Resolution, a copy of such Board Resolution shall be delivered to the Trustee,
together with an Officers' Certificate setting forth the form of such series, at
or prior to the delivery of the Company Order contemplated by Section 3.3 for
the authentication and delivery of such Debt Securities (or any such Global
Note).

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

         SECTION 2.2.      FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

         The form of the Trustee's certificate of authentication to be borne by
the Debt Securities shall be substantially as follows:



                                       19
<PAGE>   27

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the series of Debt Securities issued under the within
mentioned Indenture.


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

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


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

         SECTION 2.3.      SECURITIES IN GLOBAL FORM.

         If any Debt Security of a series is issuable in global form (a "Global
Note"), such Global Note may provide that it shall represent the aggregate
amount of Outstanding Debt Securities from time to time endorsed thereon and may
also provide that the aggregate amount of Outstanding Debt Securities
represented thereby may from time to time be reduced to reflect exchanges. Any
endorsement of a Global Note to reflect the amount, or any increase or decrease
in the amount, of Outstanding Debt Securities represented thereby shall be made
by the Trustee and in such manner as shall be specified in such Global Note. Any
instructions by the Company with respect to a Global Note, after its initial
issuance, shall be in writing but need not comply with Section 1.2.

         Global Notes may be issued in either registered or bearer form and in
either temporary or permanent form. Permanent Global Notes will be issued in
definitive form.

                                  ARTICLE III.

                               THE DEBT SECURITIES

         SECTION 3.1.      AMOUNT UNLIMITED; ISSUABLE IN SERIES.

         The aggregate principal amount of Debt Securities which may be
authenticated and delivered under this Indenture is unlimited.

         The Debt Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and (subject to Section 3.3)
set forth in an Officers' Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Debt Securities of any series:

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



                                       20
<PAGE>   28

                  (2)      the aggregate principal amount of such series of Debt
         Securities and any limit on the aggregate principal amount of the Debt
         Securities of the series which may be authenticated and delivered under
         this Indenture (except for Debt Securities authenticated and delivered
         upon transfer of, or in exchange for, or in lieu of, other Debt
         Securities of such series pursuant to Sections 3.4, 3.5, 3.6, 11.6 or
         13.7);

                  (3)      the percentage of the principal amount at which the
         Debt Securities of such series will be issued and, if other than the
         principal amount thereof, the portion of the principal amount thereof
         payable upon declaration of acceleration of the maturity or upon
         redemption thereof or the method by which such portion shall be
         determined.

                  (4)      the date or dates on which or periods during which
         the Debt Securities of the series may be issued, and the date or dates
         or the method by which such date or dates will be determined, on which
         the principal of (and premium, if any, on) the Debt Securities of such
         series are or may be payable (which, if so provided in such Board
         Resolution or supplemental indenture, may be determined by the Company
         from time to time as set forth in the Debt Securities of the series
         issued from time to time);

                  (5)      the rate or rates (which may be variable or fixed) at
         which the Debt Securities of the series shall bear interest, if any, or
         the method by which such rate or rates shall be determined, the date or
         dates from which such interest, if any, shall accrue or the method by
         which such date or dates shall be determined (which, in either case or
         both, if so provided in such Board Resolution or supplemental
         indenture, may be determined by the Company from time to time and set
         forth in the Debt Securities of the series issued from time to time);
         and the Interest Payment Dates on which such interest shall be payable
         (or the method of determination thereof), subject to the right, if any
         such right is provided pursuant to this Section 3.1, of the Company to
         defer or extend an Interest Payment Date and the duration of such
         deferral or extension (an "Extended Interest Period") and the Regular
         Record Dates, if any, for the interest payable on such Interest Payment
         Dates and the notice, if any, to Holders regarding the determination of
         interest, the manner of giving such notice, the basis upon which
         interest shall be calculated if other than that of a 360-day year of
         twelve 30-day months and any conditions or contingencies as to the
         payment of interest in cash or otherwise, if any;

                  (6)      the place or places, if any, in addition to or
         instead of the Corporate Trust Office of the Trustee (in the case of
         Registered Securities) where the principal of (and premium, if any) and
         interest on Debt Securities of the series shall be payable; the extent
         to which, or the manner in which, any interest payable on any Global
         Note on an Interest Payment Date will be paid, if other than in the
         manner provided in Section 3.7; the extent, if any, to which the
         provisions of the last sentence of Section 12.1 shall apply to the Debt
         Securities of the series; and the manner in which any principal of, or
         premium, if any, on, any Global Note will be paid, if other than as set
         forth elsewhere herein and


                                       21
<PAGE>   29

         whether any Global Note will require any notation to evidence payment
         of principal or interest;

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

                  (8)      the right, if any, of the Company to redeem the Debt
         Securities of such series at its option and the period or periods
         within which, or the date or dates on which, the price or prices at
         which, and the terms and conditions upon which such Debt Securities may
         be redeemed, if any, in whole or in part, at the option of the Company
         or otherwise, and such right as it may pertain to a Special Event
         Redemption;

                  (9)      if the coin or Currency in which the Debt Securities
         shall be issuable is in Dollars, the denominations of such Debt
         Securities if other than denominations of $1,000 and any integral
         multiple thereof (except as provided in Section 3.4);

                  (10)     whether the Debt Securities of the series are to be
         issued as Discount Securities and the amount of discount with which
         such Debt Securities may be issued and, if other than the principal
         amount thereof, the portion of the principal amount of Debt Securities
         of the series which shall be payable upon declaration of acceleration
         of the Maturity thereof pursuant to Section 5.2;

                  (11)     provisions, if any, for the defeasance or discharge
         of certain of the Company's obligations with respect to Debt Securities
         of the series;

                  (12)     if the Debt Securities of such series are to be
         deposited as trust assets in an RGA Capital Trust, the name of the
         applicable RGA Capital Trust (which shall distinguish such statutory
         business trust from all other RGA Capital Trusts) into which the Debt
         Securities of such series are to be deposited as trust assets and the
         date of its Trust Agreement;

                  (13)     whether provisions for payment of additional amounts
         or tax redemptions shall apply and, if such provisions shall apply,
         such provisions;

                  (14)     if other than Dollars, the Foreign Currency or
         Currencies in which Debt Securities of the series shall be denominated
         or in which payment of the principal of (and premium, if any) and
         interest on the Debt Securities of the series may be made, and the
         particular provisions applicable thereto and, if applicable, the amount
         of Debt Securities of the series which entitles the Holder of a Debt
         Security of the series or its proxy to one vote for purposes of Section
         9.5;


                                       22
<PAGE>   30

                  (15)     if the principal of (and premium, if any) or interest
         on Debt Securities of the series are to be payable, at the election of
         the Company or a Holder thereof, in a Currency other than that in which
         the Debt Securities are denominated or payable without such election,
         in addition to or in lieu of the provisions of Section 3.10, the period
         or periods within which and the terms and conditions upon which, such
         election may be made and the time and the manner of determining the
         exchange rate or rates between the Currency or Currencies in which the
         Debt Securities are denominated or payable without such election and
         the Currency or Currencies in which the Debt Securities are to be paid
         if such election is made;

                  (16)     the date as of which any Debt Securities of the
         series shall be dated, if other than as set forth in Section 3.3;

                  (17)     if the amount of payments of principal of (and
         premium, if any) or interest on the Debt Securities of the series may
         be determined with reference to an index, including, but not limited
         to, an index based on a Currency or Currencies other than that in which
         the Debt Securities are denominated or payable, or any other type of
         index, the manner in which such amounts shall be determined;

                  (18)     if the Debt Securities of the series are denominated
         or payable in a Foreign Currency, any other terms concerning the
         payment of principal of (and premium, if any) or any interest on such
         Debt Securities (including the Currency or Currencies of payment
         thereof);

                  (19)     the designation of the original Currency
         Determination Agent, if any;

                  (20)     the applicable Overdue Rate, if any;

                  (21)     if the Debt Securities of the series do not bear
         interest, the applicable dates for purposes of Section 7.1;

                  (22)     any addition to, or modification or deletion of, any
         term or condition relating to subordination, Events of Default or
         covenants provided for with respect to Debt Securities of the series,
         including, without limitation, Article XVII;

                  (23)     whether Article XVIII will apply to the Debt
         Securities of the series, and any addition to, or modification or
         deletion of, Article XVIII;

                  (24)     whether the Debt Securities of the series shall be
         issued in whole or in part in the form of one or more Global Notes and,
         in such case, the Depositary for such Global Note or Notes; and the
         manner in which and the circumstances under which Global Notes
         representing Debt Securities of the series may be exchanged for
         Registered Securities in definitive form, if other than, or in addition
         to, the manner and circumstances specified in Section 3.4(c);



                                       23
<PAGE>   31

                  (25)     the designation, if any, of any depositaries,
         trustees (other than the applicable Trustee), Paying Agents,
         Authenticating Agents, Security Registrars (other than the Trustee) or
         other agents with respect to the Debt Securities of such series;

                  (26)     if the Debt Securities of such series will be
         issuable in definitive form only upon receipt of certain certificates
         or other documents or upon satisfaction of certain conditions, the form
         and terms of such certificates, documents or conditions;

                  (27)     whether the Debt Securities of such series will be
         convertible into shares of Common Stock and, if so, the terms and
         conditions, which may be in addition to or in lieu of the provisions
         contained in the Indenture, upon which such Debt Securities will be so
         convertible, including the conversion price and the conversion period;

                  (28)     the portion of the principal amount of the Debt
         Securities which will be payable upon declaration of acceleration of
         the maturity thereof, if other than the principal amount thereof;

                  (29)     the nature, content and date for reports by the
         Company to the holders of the Debt Securities;

                  (30)     provisions relating to the subordination of the Debt
         Securities, if other than as set forth in Article XVII; and

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

         All Debt Securities of any one series shall be substantially identical
except as to denomination, rate of interest, Stated Maturity and the date from
which interest, if any, shall accrue, which, as set forth above, may be
determined by the Company from time to time as to Debt Securities of a series if
so provided in or established pursuant to the authority granted in a Board
Resolution or in any such indenture supplemental hereto, and except as may
otherwise be provided in or pursuant to such Board Resolution and (subject to
Section 3.3) set forth in such Officers' Certificate, or in any such indenture
supplemental hereto. All Debt Securities of any one series need not be issued at
the same time, and unless otherwise provided, a series may be reopened for
issuance of additional Debt Securities of such series.

         If any of the terms of a series of Debt Securities is established in or
pursuant to a Board Resolution, a copy of such Board Resolution shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

         SECTION 3.2.      DENOMINATIONS.

         In the absence of any specification pursuant to Section 3.1 with
respect to the Debt Securities of any series, the Debt Securities of such series
shall be issuable only as Registered Securities in denominations of $1,000, as
determined by a Board Resolution, and any integral multiple thereof and shall be
payable only in Dollars.


                                       24
<PAGE>   32

         SECTION 3.3.      EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

         The Debt Securities of any series shall be executed on behalf of the
Company by its Chairman, a Vice Chairman, its President, one of its Vice
Presidents or its Treasurer, under its corporate seal reproduced thereon and
attested by its Secretary or one of its Assistant Secretaries. The signature of
any of these officers may be manual or facsimile.

         Debt Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Debt
Securities or did not hold such offices at the date of such Debt Securities.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Debt Securities of any series, executed
by the Company, to the Trustee for authentication, together with a Company Order
for the authentication and delivery of such Debt Securities and the Trustee in
accordance with the Company Order shall authenticate and deliver such Debt
Securities. If all the Debt Securities of any one series are not to be issued at
one time and if a Board Resolution or supplemental indenture relating to such
series shall so permit, such Company Order may set forth procedures acceptable
to the Trustee for the issuance of such Debt Securities such as interest rate,
Stated Maturity, date of issuance and date from which interest, if any, shall
accrue. If any Debt Security shall be represented by a permanent Global Note,
then, for purposes of this Section and Section 3.4, the notation of a beneficial
owner's interest therein upon original issuance of such Debt Security or upon
exchange of a portion of a temporary Global Note shall be deemed to be delivery
in connection with the original issuance of such beneficial owner's interest in
such permanent Global Note.

         The Trustee shall be entitled to receive, and (subject to Section 6.1)
shall be fully protected in relying upon, prior to the authentication and
delivery of the Debt Securities of such series, (i) the supplemental indenture
or the Board Resolution by or pursuant to which the form and terms of such Debt
Securities have been approved and (ii) an Opinion of Counsel substantially to
the effect that:

                  (1)      the authentication order furnished by the Company to
         the Trustee in connection with the authentication and delivery of such
         Debt Securities conforms to the requirements of this Indenture and
         constitutes sufficient authority hereunder for the Trustee to
         authenticate and deliver such Debt Securities;

                  (2)      the forms and terms of such Debt Securities are
         consistent with the provisions of this Indenture;

                  (3)      in the event that the forms or terms of such Debt
         Securities have been established in a supplemental indenture, the
         execution and delivery of such supplemental indenture has been duly
         authorized by all necessary corporate action of the Company, such
         supplemental indenture has been duly executed and delivered by the
         Company and, assuming due authorization, execution and delivery by the
         Trustee, is a valid and binding obligation enforceable against the



                                       25
<PAGE>   33

         Company in accordance with its terms, subject to applicable bankruptcy,
         insolvency and similar laws affecting creditors' rights generally and
         subject, as to enforceability, to general principles of equity
         (regardless of whether enforcement is sought in a proceeding in equity
         or at law);

                  (4)      the execution and delivery of such Debt Securities
         have been duly authorized by all necessary corporate action of the
         Company and such Debt Securities have been duly executed by the Company
         and, assuming due authentication by the Trustee and delivery by the
         Company, are valid and binding obligations enforceable against the
         Company in accordance with their terms, entitled to the benefit of the
         Indenture, subject to applicable bankruptcy, insolvency and similar
         laws affecting creditors' rights generally and subject, as to
         enforceability, to general principles of equity (regardless of whether
         enforcement is sought in a proceeding in equity or at law) and subject
         to such other exceptions as counsel shall request and as to which the
         Trustee shall not reasonably object; and

                  (5)      the amount of Debt Securities Outstanding of such
         series, together with the amount of such Debt Securities, does not
         exceed any limit established under the terms of this Indenture on the
         amount of Debt Securities of such series that may be authenticated and
         delivered.

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

         Each Registered Security shall be dated the date of its authentication.

         No Debt Security shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose unless there appears on such Debt
Security a certificate of authentication substantially in one of the forms
provided for herein duly executed by the Trustee or by an Authenticating Agent,
and such certificate upon any Debt Security shall be conclusive evidence, and
the only evidence, that such Debt Security has been duly authenticated and
delivered hereunder and is entitled to the benefits of this Indenture.
Notwithstanding the foregoing, if any Debt Security shall have been duly
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Debt Security to the Trustee for cancellation
as provided in Section 3.8 together with a written statement (which need not
comply with Section 1.2) stating that such Debt Security has never been issued
and sold by the Company, for all purposes of this Indenture such Debt Security
shall be deemed never to have been authenticated and delivered hereunder and
shall never be entitled to the benefits of this Indenture.

         SECTION 3.4.      TEMPORARY DEBT SECURITIES; GLOBAL NOTES REPRESENTING
REGISTERED SECURITIES.

         (a)     Pending the preparation of definitive Registered Securities of
any series, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Registered Securities which are printed,
lithographed, typewritten,



                                       26
<PAGE>   34

mimeographed or otherwise produced, in any authorized denomination for
Registered Securities of such series, substantially of the tenor of the
definitive Registered Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Registered Securities may determine, as conclusively
evidenced by their execution of such Registered Securities. Every such temporary
Registered Security shall be executed by the Company and shall be authenticated
and delivered by the Trustee upon the same conditions and in substantially the
same manner, and with the same effect, as the definitive Registered Securities
in lieu of which they are issued.

         Except in the case of temporary Debt Securities in global form (which
shall be exchanged in accordance with the provisions of the following
paragraphs), if temporary Debt Securities of any series are issued, the Company
will cause definitive Debt Securities of such series to be prepared without
unreasonable delay. After the preparation of definitive Debt Securities of such
series, the temporary Debt Securities of such series shall be exchangeable for
definitive Debt Securities of such series, of a like Stated Maturity and with
like terms and provisions, upon surrender of the temporary Debt Securities of
such series at the office or agency of the Company in a Place of Payment for
such series, without charge to the Holder, except as provided in Section 3.5 in
connection with a transfer. Upon surrender for cancellation of any one or more
temporary Debt Securities of any series, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Debt Securities of the same series of authorized
denominations and of a like Stated Maturity and like terms and provisions.

         (b)      [reserved]

         (c)      If the Company shall establish pursuant to Section 3.1 that
the Registered Securities of a series are to be issued in whole or in part in
the form of one or more Global Notes, then the Company shall execute and the
Trustee shall, in accordance with Section 3.3 and the Company Order with respect
to such series, authenticate and deliver one or more Global Notes in temporary
or permanent form that (i) shall represent and shall be denominated in an amount
equal to the aggregate principal amount of the Outstanding Debt Securities of
such series to be represented by one or more Global Notes, (ii) shall be
registered in the name of the Depositary for such Global Note or Notes or the
nominee of such depositary, and (iii) shall bear a legend substantially to the
following effect: "This Debt Security may not be transferred except as a whole
by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary, unless and until this Debt Security is exchanged in whole
or in part for Debt Securities in definitive form."

         Notwithstanding any other provision of this Section or Section 3.5,
unless and until it is exchanged in whole or in part for Registered Securities
in definitive form, a Global Note representing all or a portion of the
Registered Securities of a series may not be transferred except as a whole by
the Depositary for such series to a nominee of such depositary or by a nominee
of such depositary to such depositary or another nominee of



                                       27
<PAGE>   35

such depositary or by such depositary or any such nominee to a successor
Depositary for such series or a nominee of such successor depositary.

         If at any time the Depositary for the Debt Securities of a series
notifies the Company that it is unwilling or unable to continue as Depositary
for the Debt Securities of such series or if at any time the Depositary for Debt
Securities of a series shall no longer be a clearing agency registered and in
good standing under the Securities Exchange Act of 1934, as amended, or other
applicable statute or regulation, the Company shall appoint a successor
Depositary with respect to the Debt Securities of such series. If a successor
Depositary for the Debt Securities of such series is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such condition, the Company will execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of definitive Debt Securities
of such series, will authenticate and deliver, Registered Securities of such
series in definitive form in an aggregate principal amount equal to the
principal amount of the Global Note or Notes representing such series in
exchange for such Global Note or Notes.

         The Company may at any time and in its sole discretion determine that
the Registered Securities of any series issued in the form of one or more Global
Notes shall no longer be represented by such Global Note or Notes. In such
event, the Company will execute, and the Trustee, upon receipt of a Company
Order for the authentication and delivery of definitive Debt Securities of such
series, will authenticate and deliver, Registered Securities of such series in
definitive form and in an aggregate principal amount equal to the principal
amount of the Global Note or Notes representing such series in exchange for such
Global Note or Notes.

         If the Registered Securities of any series shall have been issued in
the form of one or more Global Notes and if an Event of Default with respect to
the Debt Securities of such series shall have occurred and be continuing, the
Company will promptly execute, and the Trustee, upon receipt of a Company Order
for the authentication and delivery of definitive Debt Securities of such
series, will authenticate and deliver, Registered Securities of such series in
definitive form and in an aggregate principal amount equal to the principal
amount of the Global Note or Notes representing such series in exchange for such
Global Note or Notes.

         If specified by the Company pursuant to Section 3.1 with respect to
Registered Securities of a series, the Depositary for such series of Registered
Securities may surrender a Global Note for such series of Debt Securities in
exchange in whole or in part for Registered Securities of such series in
definitive form on such terms as are acceptable to the Company and such
depositary. Thereupon, the Company shall execute and the Trustee shall
authenticate and deliver, without charge:

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



                                       28
<PAGE>   36

                  (ii)     to the Depositary a new Global Note in a denomination
         equal to the difference, if any, between the principal amount of the
         surrendered Global Note and the aggregate principal amount of
         Registered Securities delivered to Holders thereof.

         Upon the exchange of a Global Note for Registered Securities in
definitive form, such Global Note shall be canceled by the Trustee. Debt
Securities issued in exchange for a Global Note pursuant to this subsection (c)
shall be registered in such names and in such authorized denominations as the
Depositary for such Global Note, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Debt Securities to the Persons in whose names such Debt
Securities are so registered.

         SECTION 3.5.      REGISTRATION, TRANSFER AND EXCHANGE.

         (a)     The Company shall cause to be kept at the Corporate Trust
Office of the Trustee a register (the registers maintained in such office and in
any other office or agency of the Company in a Place of Payment being herein
sometimes collectively referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Registered Securities and of transfers and exchanges of
Registered Securities. The Trustee is hereby appointed "Security Registrar" for
the purpose of registering Registered Securities and registering transfers and
exchanges of Registered Securities as herein provided; provided, however, that
the Company may appoint co-Security Registrars or the terms of any series of
Debt Securities may provide otherwise.

         Upon surrender for registration of transfer of any Registered Security
of any series at the office or agency of the Company maintained for such
purpose, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee, one or more new Registered
Securities of the same series of like aggregate principal amount of such
denominations as are authorized for Registered Securities of such series and of
a like Stated Maturity and with like terms and conditions.

         Except as otherwise provided in Section 3.4 and this Section 3.5, at
the option of the Holder, Registered Securities of any series may be exchanged
for other Registered Securities of the same series of like aggregate principal
amount and of a like Stated Maturity and with like terms and conditions, upon
surrender of the Registered Securities to be exchanged at such office or agency.
Whenever any Registered Securities are surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Registered
Securities which the Holder making the exchange is entitled to receive.

         (b)      [reserved]

         (c)      [reserved]

         (d)      All Debt Securities issued upon any transfer or exchange of
Debt Securities shall be valid obligations of the Company, evidencing the same
debt, and



                                       29
<PAGE>   37

entitled to the same benefits under this Indenture, as the Debt Securities
surrendered for such transfer or exchange.

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

         No service charge will be made for any transfer or exchange of Debt
Securities except as provided in Section 3.6. The Company may require payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration, transfer or exchange of Debt
Securities, other than those expressly provided in this Indenture to be made at
the Company's own expense or without expense or without charge to the Holders.

         The Company shall not be required (i) to register, transfer or exchange
Debt Securities of any series during a period beginning at the opening of
business 15 days before the day of the transmission of a notice of redemption of
Debt Securities of such series selected for redemption under Sections 13.3 or
13.8 and ending at the close of business on the day of such transmission, or
(ii) subject to the condition that any redemption pursuant to Section 13.8 be
only in whole, and not in part, to register, transfer or exchange any Debt
Security so selected for redemption in whole or in part, except the unredeemed
portion of any Debt Security being redeemed in part.

         SECTION 3.6.      MUTILATED, DESTROYED, LOST AND STOLEN DEBT
SECURITIES.

         If (i) any mutilated Debt Security is surrendered to the Trustee at its
Corporate Trust Office, or (ii) the Company and the Trustee receive evidence to
their satisfaction of the destruction, loss or theft of any Debt Security, and
there is delivered to the Company and the Trustee such security or indemnity as
may be required by them to save each of them and any Paying Agent harmless, and
neither the Company nor the Trustee receives notice that such Debt Security has
been acquired by a bona fide purchaser, then the Company shall execute and upon
Company Request the Trustee shall authenticate and deliver, in exchange for or
in lieu of any such mutilated, destroyed, lost or stolen Debt Security, a new
Debt Security of the same series of like Stated Maturity and with like terms and
conditions and like principal amount, bearing a number not contemporaneously
Outstanding.

         In case any such mutilated, destroyed, lost or stolen Debt Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Debt Security, pay the amount due on such Debt Security
in accordance with its terms.

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


                                       30
<PAGE>   38

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

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

         SECTION 3.7.      PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

         (a)      Interest on any Registered Security which is payable and is
punctually paid or duly provided for on any Interest Payment Date shall be paid
to the Person in whose name such Registered Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest notwithstanding the cancellation of such Registered Security
upon any transfer or exchange subsequent to the Regular Record Date. Unless
otherwise specified as contemplated by Section 3.1 with respect to the Debt
Securities of any series, payment of interest on Registered Securities shall be
made at the place or places specified pursuant to Section 3.1 or, at the option
of the Company, by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register or, if provided pursuant to
Section 3.1, by wire transfer to an account designated by the Registered Holder.

         (b)      [reserved]

         (c)      Subject to Article XVIII (if it is provided pursuant to
Section 3.1 that Article XVIII shall apply to the Debt Securities of such
series), any interest on any Debt Security which 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 his having been such
Registered Holder, and such Defaulted Interest may be paid by the Company, at
its election in each case, as provided in clause (1) or (2) below:

                  (1)      The Company may elect to make payment of any
         Defaulted Interest to the Persons in whose names such Registered
         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 Registered Security
         and the date of the proposed payment, and at the same time the Company
         shall deposit with the Trustee an amount of money in the Currency in
         which the Debt Securities of such series are payable (except as
         otherwise specified pursuant to Sections 3.1 or 3.10) 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.


                                       31
<PAGE>   39

         Thereupon the Trustee shall fix a Special Record Date for the payment
         of such Defaulted Interest which date shall be not more than 15 days
         and not less than 10 days prior to the date of the proposed payment and
         not less than 10 days after the receipt by the Trustee of the notice of
         the proposed payment. The Trustee shall promptly notify the Company of
         such Special Record Date and, in the name and at the expense of the
         Company, shall cause notice of the proposed payment of such Defaulted
         Interest and the Special Record Date therefor to be mailed, first-class
         postage prepaid, to the Holders of such Registered Securities at their
         addresses as they appear in the Security Register, not less than 10
         days prior to such Special Record Date. Notice of the proposed payment
         of such Defaulted Interest and the Special Record Date therefor having
         been mailed as aforesaid, such Defaulted Interest shall be paid to the
         Persons in whose names such Registered Securities (or their respective
         Predecessor Securities) are registered at the close of business on such
         Special Record Date and shall no longer be payable pursuant to the
         following clause (2).

                  (2)      The Company may make payment of any Defaulted
         Interest on Registered Securities in any other lawful manner not
         inconsistent with the requirements of any securities exchange on which
         such Registered Securities may be listed, and upon such notice as may
         be required by such exchange, if, after notice given by the Company to
         the Trustee of the proposed payment pursuant to this clause, such
         manner of payment shall be deemed practicable by the Trustee.

         (d)      [reserved]

         (e)      Subject to the foregoing provisions of this Section, each Debt
Security delivered under this Indenture upon 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, which were carried by such other Debt Security.

         SECTION 3.8.      CANCELLATION.

         Unless otherwise specified pursuant to Section 3.1 for Debt Securities
of any series, all Debt Securities surrendered for payment, redemption,
transfer, exchange or credit against any sinking fund shall, if surrendered to
any Person other than the Trustee, be delivered to the Trustee. All Registered
Securities so delivered shall be promptly canceled by the Trustee. The Company
may at any time deliver to the Trustee for cancellation any Debt Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and may deliver to the Trustee (or to any
other Person for delivery to the Trustee) for cancellation any Debt Securities
previously authenticated hereunder which the Company has not issued, and all
Debt Securities so delivered shall be promptly canceled by the Trustee. No Debt
Securities shall be authenticated in lieu of or in exchange for any Debt
Securities canceled as provided in this Section, except as expressly permitted
by this Indenture. All canceled Debt Securities held by the Trustee shall be
delivered to the Company upon Company Request. The acquisition of any Debt
Securities by the Company shall not operate as a redemption or satisfaction of
the indebtedness represented thereby unless and until such Debt Securities are
surrendered to the Trustee for cancellation. Permanent


                                       32
<PAGE>   40


Global Notes shall not be destroyed until exchanged in full for definitive Debt
Securities or until payment thereon is made in full.

         SECTION 3.9.      COMPUTATION OF INTEREST.

         Except as otherwise specified pursuant to Section 3.1 for Debt
Securities of any series, interest on the Debt Securities of each series shall
be computed on the basis of a 360-day year of twelve 30-day months.

         SECTION 3.10.     CURRENCY OF PAYMENTS IN RESPECT OF DEBT SECURITIES.

         (a)      [reserved]

         (b)      With respect to Registered Securities of any series not
permitting the election provided for in paragraph (c) below or the Holders of
which have not made the election provided for in paragraph (c) below, except as
provided in paragraph (e) below, payment of the principal of (and premium, if
any) and any interest on any Registered Security of such series will be made in
the Currency in which such Registered Security is payable.

         (c)      It may be provided pursuant to Section 3.1 with respect to the
Registered Securities of any series that Holders shall have the option, subject
to paragraphs (e) and (f) below (and provided that in no instance may such
election be made after a defeasance pursuant to Article XV or during the
continuance of an Event of Default), to receive payments of principal of (and
premium, if any) and any interest on such Registered Securities in any of the
Currencies which may be designated for such election in the applicable
supplemental indenture by delivering to the Trustee a written election, to be in
form and substance satisfactory to the Trustee, not later than the close of
business on the Election Date immediately preceding the applicable payment date.
If a Holder so elects to receive such payments in any such Currency, such
election will remain in effect for such Holder or any transferee of such Holder
until changed by such Holder or such transferee by written notice to the Trustee
(but any such change must be made not later than the close of business on the
Election Date immediately preceding the next payment date to be effective for
the payment to be made on such payment date and no such change or election may
be made with respect to payments to be made on any Registered Security of such
series with respect to which an Event of Default has occurred or notice of
redemption has been given by the Company pursuant to Article XIII). Any Holder
of any such Registered Security who shall not have delivered any such election
to the Trustee by the close of business on the applicable Election Date will be
paid the amount due on the applicable payment date in the relevant Currency as
provided in paragraph (b) of this Section 3.10.

         (d)      If the election referred to in paragraph (c) above has been
provided for pursuant to Section 3.1, then not later than the fourth Business
Day after the Election Date for each payment date, the Trustee will deliver to
the Company a written notice specifying, in the Currency in which each series of
the Registered Securities is payable, the respective aggregate amounts of
principal of (and premium, if any) and any interest on the Registered Securities
to be paid on such payment date, specifying the amounts so payable in respect of
the Registered Securities as to which the Holders of Registered


                                       33
<PAGE>   41

Securities denominated in any Currency shall have elected to be paid in another
Currency as provided in paragraph (c) above. If the election referred to in
paragraph (c) above has been provided for pursuant to Section 3.1 and if at
least one Holder has made such election, then, on the second Business Day
preceding each payment date, the Company will deliver to the Trustee an Exchange
Rate Officer's Certificate in respect of the Currency payments to be made on
such payment date. The Currency amount receivable by Holders of Registered
Securities who have elected payment in a Currency as provided in paragraph (c)
above shall be determined by the Company on the basis of the applicable Market
Exchange Rate in effect on the third Business Day (the "Valuation Date")
immediately preceding each payment date.

         (e)      If a Conversion Event occurs with respect to a Foreign
Currency, the ECU or any other Currency unit in which any of the Debt Securities
are denominated or payable other than pursuant to an election provided for
pursuant to paragraph (c) above, then with respect to each date for the payment
of principal of (and premium, if any) and any interest on the applicable Debt
Securities denominated or payable in such Foreign Currency, the ECU or such
other Currency unit occurring after the last date on which such Foreign
Currency, the ECU or such other Currency unit was used (the "Conversion Date"),
the Dollar shall be the Currency of payment for use on each such payment date.
The Dollar amount to be paid by the Company to the Trustee and by the Trustee or
any Paying Agent to the Holders of such Debt Securities with respect to such
payment date shall be the Dollar Equivalent of the Foreign Currency or, in the
case of a Currency unit, the Dollar Equivalent of the Currency Unit, in each
case as determined by the Currency Determination Agent, if any, or, if there
shall not be a Currency Determination Agent, then by the Trustee, in the manner
provided in paragraph (g) or (h) below.

         (f)      If the Holder of a Registered Security denominated in any
Currency shall have elected to be paid in another Currency as provided in
paragraph (c) above, and a Conversion Event occurs with respect to such elected
Currency, such Holder shall receive payment in the Currency in which payment
would have been made in the absence of such election. If a Conversion Event
occurs with respect to the Currency in which payment would have been made in the
absence of such election, such Holder shall receive payment in Dollars as
provided in paragraph (e) of this Section 3.10.

         (g)      The "Dollar Equivalent of the Foreign Currency" shall be
determined by the Currency Determination Agent, and shall be obtained for each
subsequent payment date by converting the specified Foreign Currency into
Dollars at the Market Exchange Rate on the Conversion Date.

         (h)      The "Dollar Equivalent of the Currency Unit" shall be
determined by the Currency Determination Agent, and subject to the provisions of
paragraph (i) below, shall be the sum of each amount obtained by converting the
Specified Amount of each Component Currency into Dollars at the Market Exchange
Rate for such Component Currency on the Valuation Date with respect to each
payment.

         (i)      For purposes of this Section 3.10 the following terms shall
have the following meanings:





                                       34
<PAGE>   42



                  A "Component Currency" shall mean any Currency which, on the
         Conversion Date, was a component Currency of the relevant Currency
         unit, including, but not limited to, the ECU.

                  A "Specified Amount" of a Component Currency shall mean the
         number of units of such Component Currency or fractions thereof which
         were represented in the relevant Currency unit, including, but not
         limited to, the ECU, on the Conversion Date. If after the Conversion
         Date the official unit of any Component Currency is altered by way of
         combination or subdivision, the Specified Amount of such Component
         Currency shall be divided or multiplied in the same proportion. If
         after the Conversion Date two or more Component Currencies are
         consolidated into a single Currency, the respective Specified Amounts
         of such Component Currencies shall be replaced by an amount in such
         single Currency equal to the sum of the respective Specified Amounts of
         such consolidated Component Currencies expressed in such single
         Currency, and such amount shall thereafter be a Specified Amount and
         such single Currency shall thereafter be a Component Currency. If after
         the Conversion Date any Component Currency shall be divided into two or
         more Currencies, the Specified Amount of such Component Currency shall
         be replaced by amounts of such two or more Currencies with appropriate
         Dollar equivalents at the Market Exchange Rate on the date of such
         replacement equal to the Dollar equivalent of the Specified Amount of
         such former Component Currency at the Market Exchange Rate on such
         date, and such amounts shall thereafter be Specified Amounts and such
         Currencies shall thereafter be Component Currencies. If after the
         Conversion Date of the relevant Currency unit, including but not
         limited to, the ECU, a Conversion Event (other than any event referred
         to above in this definition of "Specified Amount") occurs with respect
         to any Component Currency of such Currency unit, the Specified Amount
         of such Component Currency shall, for purposes of calculating the
         Dollar Equivalent of the Currency Unit, be converted into Dollars at
         the Market Exchange Rate in effect on the Conversion Date of such
         Component Currency.

                  "Election Date" shall mean the earlier of (i) the seventh
         Business Day immediately preceding any payment date or (ii) the record
         date with respect to any payment date, and with respect to the Maturity
         shall mean the record date (if within 16 or fewer days prior to the
         Maturity) immediately preceding the Maturity, and with respect to any
         series of Debt Securities whose record date immediately preceding the
         Maturity is more than 16 days prior to the Maturity or any series of
         Debt Securities for which no record dates are provided with respect to
         interest payments, shall mean the date which is 16 days prior to the
         Maturity.

         (j) All decisions and determinations of the Trustee or the Currency
Determination Agent, if any, regarding the Dollar Equivalent of the Foreign
Currency, the Dollar Equivalent of the Currency Unit and the Market Exchange
Rate shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive for all purposes and irrevocably binding upon the Company
and all Holders of the Debt Securities denominated or payable in the relevant
Currency. In the event of a Conversion Event with respect to a Foreign Currency,
the Company, after learning thereof, will




                                       35

<PAGE>   43


immediately give written notice thereof to the Trustee (and the Trustee will
promptly thereafter give notice in the manner provided in Section 1.5 to the
Holders) specifying the Conversion Date. In the event of a Conversion Event with
respect to the ECU or any other Currency unit in which Debt Securities are
denominated or payable, the Company, after learning thereof, will immediately
give notice thereof to the Trustee (and the Trustee will promptly thereafter
give written notice in the manner provided in Section 1.5 to the Holders)
specifying the Conversion Date and the Specified Amount of each Component
Currency on the Conversion Date. In the event of any subsequent change in any
Component Currency as set forth in the definition of Specified Amount above, the
Company, after learning thereof, will similarly give written notice to the
Trustee. The Trustee shall be fully justified and protected in relying and
acting upon information received by it from the Company and the Currency
Determination Agent, if any, and shall not otherwise have any duty or obligation
to determine such information independently.

         (k) For purposes of any provision of the Indenture where the Holders of
Outstanding Debt Securities may perform an Act which requires that a specified
percentage of the Outstanding Debt Securities of all series perform such Act and
for purposes of any decision or determination by the Trustee of amounts due and
unpaid for the principal of (and premium, if any) and interest on the Debt
Securities of all series in respect of which moneys are to be disbursed ratably,
the principal of (and premium, if any) and interest on the Outstanding Debt
Securities denominated in a Foreign Currency will be the amount in Dollars based
upon the Market Exchange Rate for Debt Securities of such series, as of the date
for determining whether the Holders entitled to perform such Act have performed
it, or as of the date of such decision or determination by the Trustee, as the
case may be.

         (l) The Company hereby appoints itself as the initial Currency
Determination Agent and the Company shall be entitled to remove such agent at
any time; provided, however, that such removal shall not be effective and the
agent may not resign until a successor has been appointed by the Company and the
successor has accepted such appointment. The Trustee is under no duty or
obligation to serve in the capacity of Currency Determination Agent.

         SECTION 3.11.     ADDITIONAL PAYMENTS

         If, at any time while the Property Trustee is the holder of any Debt
Securities, the applicable RGA Capital Trust or the Property Trustee is required
to pay any taxes, duties, assessments or governmental charges of whatever nature
(other than withholding taxes) imposed by the United States, or any other taxing
authority, then, in any case, the Company shall pay as Additional Payments on
the Debt Securities held by the Property Trustee, such additional amounts as
shall be required so that the net amounts received and retained by the Trust and
the Property Trustee after paying such taxes, duties, assessments or other
governmental charges shall be equal to the amounts the Trust and the Property
Trustee would have received had no such taxes, duties, assessments or other
government charges been imposed. "Additional Payments" shall also include
amounts necessary to cover the costs and expenses of collection of overdue
installments of principal (and premium, if any) and of interest (including any
Additional Interest),



                                       36
<PAGE>   44

including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, as set forth in Section 5.3.

         SECTION 3.12.     EXCHANGE UPON DEFAULT.

         If default is made in the payments referred to in Section 12.1, the
Company hereby undertakes that upon presentation and surrender of a permanent
Global Note to the Trustee (or to any other Person or at any other address as
the Company may designate in writing), on any Business Day on or after the
maturity date thereof the Company will issue and the Trustee will authenticate
and deliver to the holder of such permanent Global Note duly executed and
authenticated definitive Debt Securities with the same issue date and maturity
date as set out in such permanent Global Note.

                                   ARTICLE IV.

                           SATISFACTION AND DISCHARGE

         SECTION 4.1.      SATISFACTION AND DISCHARGE OF INDENTURE.

         This Indenture, with respect to the Debt Securities of any series (if
all series issued under this Indenture are not to be affected), shall, upon
Company Request, cease to be of further effect (except as to any surviving
rights of registration of transfer or exchange of such Debt Securities herein
expressly provided for and rights to receive payments of principal (and premium,
if any) and interest on such Debt Securities) and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

                  (1)  either

                  (A) all Debt Securities of such series theretofore
         authenticated and delivered (other than (i) Debt Securities of such
         series which have been destroyed, lost or stolen and which have been
         replaced or paid as provided in Section 3.6, and (i) Debt Securities of
         such series for whose payment money has theretofore been deposited in
         trust or segregated and held in trust by the Company and thereafter
         repaid to the Company or discharged from such trust, as provided in
         Section 12.4) have been delivered to the Trustee for cancellation; or

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

                      (i)  have become due and payable by reason of the making
                  of a notice of redemption or otherwise, or

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

         and the Company, either complies with any other condition or terms
         specified pursuant to Section 3.1, or if not so specified in the case
         of (i), (ii) or (iii) of this subclause (B), has irrevocably deposited
         or caused to be deposited with the



                                       37
<PAGE>   45


         Trustee as trust funds in trust solely for the benefit of the Holders,
         cash in United States Dollars, non-callable government securities or a
         combination thereof, in such amounts as will be (except as otherwise
         provided pursuant to Sections 3.1 or 3.10) sufficient without
         consideration of any reinvestment of interest, to pay and discharge the
         entire indebtedness on such Debt Securities not delivered to the
         Trustee for cancellation for principal, premium, if any and accrued
         interest to the date of such deposit (in the case of Debt Securities
         which have become due and payable) or to the Stated Maturity or
         Redemption Date, as the case may be;

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

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

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.7, the obligations of
the Trustee to any Authenticating Agent under Section 6.14, the obligations of
the Company under Section 12.1, and, if money shall have been deposited with the
Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations
of the Trustee under Section 4.2 and the last paragraph of Section 12.4, shall
survive. If, after the deposit referred to in Section 4.1 has been made, (x) the
Holder of a Debt Security is entitled to, and does, elect pursuant to Section
3.10(c), to receive payment in a Currency other than that in which the deposit
pursuant to Section 4.1 was made, or (y) if a Conversion Event occurs with
respect to the Currency in which the deposit was made or elected to be received
by the Holder pursuant to Section 3.10(c), then the indebtedness represented by
such Debt Security shall be fully discharged to the extent that the deposit made
with respect to such Debt Security shall be converted into the Currency in which
such payment is made.


         SECTION 4.2.      APPLICATION OF TRUST MONEY.

         Subject to the provisions of the last paragraph of Section 12.4, all
money deposited with the Trustee pursuant to Section 4.1 shall be held in trust
and applied by it, in accordance with the provisions of the Debt Securities and
this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee.


                                       38

<PAGE>   46

                                   ARTICLE V.

                                    REMEDIES

         SECTION 5.1.      EVENTS OF DEFAULT.

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

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

                  (2) default in the payment of the principal of (and premium,
         if any, on) any Debt Security of such series at its Maturity; or

                  (3) default in the deposit of any sinking fund payment, when
         and as due by the terms of a Debt Security of such series; or

                  (4) default in the performance, or breach, of any covenant or
         warranty of the Company in this Indenture (other than a covenant or
         warranty a default in whose performance or whose breach is elsewhere in
         this Section specifically dealt with or which expressly has been
         included in this Indenture solely for the benefit of Debt Securities of
         a series other than such series), 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 principal
         amount of the Outstanding Debt Securities of such series, 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

                  (5) the entry of a decree or order for relief in respect of
         the Company by a court having jurisdiction in the premises in an
         involuntary case under the Federal bankruptcy laws, as now or hereafter
         constituted, or any other applicable Federal or State bankruptcy,
         insolvency or other similar law, or a decree or order adjudging the
         Company a bankrupt or insolvent, or approving as properly filed a
         petition seeking reorganization, arrangement, adjustment or composition
         of or in respect of the Company under any applicable Federal or State
         law, or appointing a receiver, liquidator, assignee, custodian,
         trustee, sequestrator (or other similar official) of the Company or of
         any substantial part of its property, or ordering the winding up or
         liquidation of its affairs, and the continuance of any such decree or
         order unstayed and in effect for a period of 90 consecutive days; or

                  (6) the commencement by the Company of a voluntary case under
         the Federal bankruptcy laws, as now or hereafter constituted, or any
         other



                                       39

<PAGE>   47


         applicable Federal or State bankruptcy, insolvency or other similar
         law, or the consent by it to the entry of an order for relief in an
         involuntary case under any such law or to the appointment of a
         receiver, liquidator, assignee, custodian, trustee, sequestrator (or
         other similar official) of the Company or of any substantial part of
         its property, or the making by it of an assignment for the benefit of
         its creditors, or the admission by it in writing of its inability to
         pay its debts generally as they become due, or the taking of corporate
         action by the Company in furtherance of any such action; or

                  (7) any other Event of Default specified with respect to Debt
         Securities of that series pursuant to Section 3.1.

         SECTION 5.2.      ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

         If an Event of Default with respect to Debt Securities of any series at
the time Outstanding occurs and is continuing, then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Debt Securities of such series may declare the principal amount (or,
if any Debt Securities of such series are Discount Securities or indexed
securities, such portion of the principal amount of such Discount Securities as
may be specified in the terms of such Discount Securities or indexed securities)
of all the Debt Securities of such series to be due and payable immediately, by
a notice in writing to the Company (and to the Trustee if given by Holders), and
upon any such declaration such principal amount (or specified amount) plus
accrued and unpaid interest (and premium, if payable) shall become immediately
due and payable, provided, however, that payment of such principal and interest,
if any, on the Debt Securities of such series shall remain subordinated to the
extent provided in Article XVII. Upon payment of such amount in the Currency in
which such Debt Securities are denominated (except as otherwise provided
pursuant to Sections 3.1 or 3.10), all obligations of the Company in respect of
the payment of principal of the Debt Securities of such series shall terminate.

         At any time after such a declaration of acceleration with respect to
Debt Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Debt Securities of such series, by written notice to the Company and
the Trustee, may rescind and annul such declaration and its consequences if

                  (1) the Company has paid or deposited with the Trustee a sum
         in the Currency in which such Debt Securities are denominated (except
         as otherwise provided pursuant to Sections 3.1 or 3.10) sufficient to
         pay

                  (A) all overdue installments of interest on all Debt
                      Securities of such series,

                  (B) the principal of (and premium, if any, on) any Debt
                      Securities of such series which have become due otherwise
                      than by such declaration of acceleration and interest
                      thereon at the rate or rates prescribed therefor in such
                      Debt Securities,


                                       40

<PAGE>   48

                  (C) to the extent that payment of such interest is lawful,
                      interest upon overdue installments of interest on each
                      Debt Security of such series at the Overdue Rate
                      ("Additional Interest"), and

                  (D) all Additional Payments; provided, however, that all sums
                      payable under this clause (D) shall be paid in Dollars;

         and

                  (2) All Events of Default with respect to Debt Securities of
         such series, other than the nonpayment of the principal of Debt
         Securities of such series which has become due solely by such
         declaration of acceleration, have been cured or waived as provided in
         Section 5.13.

No such rescission and waiver shall affect any subsequent default or impair any
right consequent thereon.

         SECTION 5.3.      COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT
BY TRUSTEE.

         The Company covenants that if

                  (1) default is made in the payment of any installment of
         interest on any Debt Security when such interest becomes due and
         payable and such default continues for a period of 30 days,

                  (2) default is made in the payment of principal of (or
         premium, if any, on) any Debt Security at the Maturity thereof, or

                  (3) default is made in the making or satisfaction of any
         sinking fund payment or analogous obligation when the same becomes due
         pursuant to the terms of the Debt Securities of any series,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Debt Securities, the amount then due and payable on such Debt
Securities for the principal (and premium, if any) and interest, if any, and, to
the extent that payment of such interest shall be legally enforceable,
Additional Interest; and, in addition thereto, such further amount as shall be
sufficient to cover any Additional Payments, including, without limitation, the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

         If the Company fails to pay such amount forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such Debt Securities, and collect
the moneys adjudged or



                                       41

<PAGE>   49

decreed to be payable in the manner provided by law out of the property of the
Company or any other obligor upon such Debt Securities wherever situated.

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

         SECTION 5.4.      TRUSTEE MAY FILE PROOFS OF CLAIM.

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceedings, or any voluntary or involuntary case under the Federal
bankruptcy laws, as now or hereafter constituted, relative to the Company or any
other obligor upon the Debt Securities of a particular series or the property of
the Company or of such other obligor or their creditors, the Trustee
(irrespective of whether the principal of such 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 on the
Company for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise,

                  (i) to file and prove a claim for the whole amount of
         principal (or, if the Debt Securities of such series are Discount
         Securities, such portion of the principal amount as may be due and
         payable with respect to such series pursuant to a declaration in
         accordance with Section 5.2) (and premium, if any) and interest owing
         and unpaid in respect of the Debt Securities of such series and to file
         such other papers or documents as may be necessary or advisable in
         order to have the claims of the Trustee (including any claim for the
         reasonable compensation, expenses, disbursements and advances of the
         Trustee, its agents and counsel) and of the Holders of such Debt
         Securities allowed in such judicial proceeding, and

                  (ii) to collect and receive any moneys or other property
         payable or deliverable on any such claims and to distribute the same;

and any receiver, assignee, trustee, custodian, liquidator, sequestrator (or
other similar official) in any such proceeding is hereby authorized by each such
Holder to make such payments to the Trustee, and in the event that the Trustee
shall consent to the making of such payments directly to such Holders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.7.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Debt
Securities of such series or



                                       42

<PAGE>   50


the rights of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding.

         SECTION 5.5.      TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF DEBT
SECURITIES.

         All rights of action and claims under this Indenture or the Debt
Securities of any series may be prosecuted and enforced by the Trustee without
the possession of any of such Debt Securities or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name, as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders of the Debt Securities in
respect of which such judgment has been recovered.

         SECTION 5.6.      APPLICATION OF MONEY COLLECTED.

         Subject to Article XVII, any money collected by the Trustee pursuant to
this Article shall be applied in the following order, at the date or dates fixed
by the Trustee and, in case of the distribution of such money on account of
principal (and premium, if any) or interest, upon presentation of the Debt
Securities of any series in respect of which money has been collected and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

                  FIRST: To the payment of all amounts due the Trustee under
         Section 6.7.

                  SECOND: To the payment of all Senior Indebtedness if and to
         the extent required by Article XVII.

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

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

         SECTION 5.7.      LIMITATION ON SUITS.

         No Holder of any Debt Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless

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



                                       43

<PAGE>   51

                  (2) the Holders of not less than 25% in principal amount of
         the Outstanding Debt Securities of such series shall have made written
         request to the Trustee to institute proceedings in respect of such
         Event of Default in its own name as Trustee hereunder;

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

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

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

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other such
Holders or of the Holders of Outstanding Debt Securities of any other series, or
to obtain or to seek to obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all of such Holders.
For the protection and enforcement of the provisions of this Section 5.7, each
and every Holder of Debt Securities of any series and the Trustee for such
series shall be entitled to such relief as can be given at law or in equity.

         SECTION 5.8.      UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
PREMIUM AND INTEREST.

         Notwithstanding any other provision in this Indenture, the Holder of
any Debt Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Section 3.7 and Article XVIII (if it is provided pursuant to Section 3.1 that
Article XVIII shall apply to the Debt Securities of such series)) interest on
such Debt Security on the respective Stated Maturity or Maturities expressed in
such Debt Security (or, in the case of redemption, on the Redemption Date) and
to institute suit for the enforcement of any such payment and interest thereon,
and such right shall not be impaired without the consent of such Holder.

         SECTION 5.9.      RESTORATION OF RIGHTS AND REMEDIES.

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


                                       44
<PAGE>   52

         SECTION 5.10.     RIGHTS AND REMEDIES CUMULATIVE.

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

         SECTION 5.11.     DELAY OR OMISSION NOT WAIVER.

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

         SECTION 5.12.     CONTROL BY HOLDERS.

         The Holders of a majority in principal amount of the Outstanding Debt
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee with respect to the Debt
Securities of such series, provided, that

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

                  (2) subject to the provisions of Section 6.1, the Trustee
         shall have the right to decline to follow any such direction if the
         Trustee in good faith shall, by a Responsible Officer or Responsible
         Officers of the Trustee, determine that the proceeding so directed
         would be unjustly prejudicial to the Holders of Debt Securities of such
         series not joining in any such direction; and

                  (3) the Trustee may take any other action deemed proper by the
         Trustee which is not inconsistent with such direction.

         SECTION 5.13.     WAIVER OF PAST DEFAULTS.

         The Holders of not less than a majority in aggregate principal amount
of the Outstanding Debt Securities of any series may on behalf of the Holders of
all the Debt Securities of any such series waive any past default hereunder with
respect to such series and its consequences, except a default

                  (1) in the payment of the principal of (or premium, if any) or
         interest on any Debt Security of such series, or in the payment of any
         sinking



                                       45
<PAGE>   53

         fund installment or analogous obligation with respect to the Debt
         Securities of such series, or

                  (2) in respect of a covenant or provision hereof which
         pursuant to Article XI cannot be modified or amended without the
         consent of the Holder of each Outstanding Debt Security of such series
         affected.

         Notwithstanding the foregoing, if the Debt Securities of any series are
held as trust assets of the applicable RGA Capital Trust or a trustee of such an
RGA Capital Trust, any such waiver or modification shall not be effective until
the holders of a majority in liquidation amount of the Trust Securities of the
applicable RGA Capital Trust shall have consented to such waiver or
modification; provided, that if the Debt Securities of any series are held as
trust assets of an RGA Capital Trust or a trustee of such an RGA Capital Trust,
and 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 related RGA Capital Trust shall have consented to such waiver. Upon any such
waiver, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of the Debt
Securities of such series under this Indenture, but no such waiver shall extend
to any subsequent or other default or impair any right consequent thereon.

         SECTION 5.14.     UNDERTAKING FOR 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, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit other than the Trustee of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant, but the provisions of this Section shall not apply to any
suit instituted by the Trustee, to any suit instituted by any Holder or group of
Holders holding in the aggregate more than 10% in principal amount of the
Outstanding Debt Securities of any series, or to any suit instituted by any
Holder of a Debt Security for the enforcement of the payment of the principal of
(or premium, if any) or interest thereon on, or after the Stated Maturity or
Maturities expressed in such Debt Security (or, in the case of redemption, on or
after the Redemption Date).

         SECTION 5.15.     WAIVER OF STAY OR EXTENSION LAWS.

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




                                       46
<PAGE>   54

                                   ARTICLE VI.

                                   THE TRUSTEE

         SECTION 6.1.      CERTAIN DUTIES AND RESPONSIBILITIES.

         (a)  Except during the continuance of an Event of Default with respect
to the Debt Securities of any series,

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

              (2) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture; but in the case of any such certificates or opinions
         which by any provisions 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)  In case an Event of Default with respect to Debt Securities of any
series has occurred and is continuing, the Trustee shall, with respect to the
Debt Securities of such series, 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.

         (c)  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

              (1) this subsection shall not be construed to limit the effect of
         subsection (a) of this Section;

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

              (3) the Trustee shall not be liable with respect to any action
         taken, suffered or omitted to be taken by it with respect to Debt
         Securities of any series in good faith in accordance with the direction
         of the Holders of a majority in principal amount of the Outstanding
         Debt Securities of such series 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;

              (4) the Trustee is under no obligation or duty to pay interest on
         or invest any funds deposited with it except as specifically provided
         in this




                                       47

<PAGE>   55

         Indenture, and all investment activities undertaken by the Trustee, if
         any, shall be at and pursuant to the written instruction of the
         Company; and

              (5) the Trustee shall not be required to expend or risk its own
         funds or otherwise incur any financial liability in the performance of
         any of its duties hereunder, or in the exercise of any of its rights or
         powers, if it shall have reasonable grounds for believing that
         repayment of such funds or adequate indemnity against such risk or
         liability is not reasonably assured to it.

         (d)  Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.

         (e)  Any opinion required or permitted to be delivered to the Trustee
hereunder may be addressed and delivered to the entity serving as Trustee
hereunder solely in its individual capacity and not in its capacity as Trustee,
fiduciary or as representative of the holders of such Debt Securities issued by
the Company.

         SECTION 6.2.      NOTICE OF DEFAULTS.

         Within 90 days after the occurrence of any default hereunder with
respect to Debt Securities of any series, the Trustee shall give notice to all
Holders of Debt Securities of such series of such default hereunder known to the
Trustee, unless such default shall have been cured or waived; provided, however,
that, except in the case of a default in the payment of the principal of (or
premium, if any) or interest on any Debt Security of such series or in the
payment of any sinking fund installment with respect to Debt Securities of such
series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interest of the Holders of Debt
Securities of such series; and provided, further, that in the case of any
default of the character specified in Section 5.1(4) with respect to Debt
Securities of such series no such notice to Holders shall be given until at
least 90 days after the occurrence thereof. For the purpose of this Section, the
term "default" means any event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to Debt Securities of such
series.

         Notice given pursuant to this Section 6.2 shall be transmitted by mail:

              (1) to all Registered Holders, as the names and addresses of the
         Registered Holders appear in the Security Register; and

              (2) to each Holder of a Debt Security of any series whose name and
         address appear in the information preserved at the time by the Trustee
         in accordance with Section 7.2(a) of this Indenture.

         SECTION 6.3.      CERTAIN RIGHTS OF TRUSTEE.

         Except as otherwise provided in Section 6.1:



                                       48

<PAGE>   56

         (a)  the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness 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 or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and any resolution
of the Board of Directors shall be sufficiently evidenced by a Board Resolution;

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

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

         (e)  the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders of Debt Securities of any series pursuant to this Indenture,
unless such Holders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred by
it in compliance with such request or direction;

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

         (g)  the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent (including any agent appointed pursuant to
Section 3.10(j)) or attorney appointed with due care by it hereunder.

         SECTION 6.4.      NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF DEBT
SECURITIES.

         The recitals contained herein and in the Debt Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Debt Securities of any series. The Trustee shall not be
accountable for the use or application by the Company of any Debt Securities or
the proceeds thereof.



                                       49
<PAGE>   57

         SECTION 6.5.      MAY HOLD DEBT SECURITIES.

         The Trustee, any Paying Agent, the Security Registrar or any other
agent of the Company, in its individual or any other capacity, may become the
owner or pledgee of Debt Securities, and, subject to Sections 6.8 and 6.13, may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Paying Agent, Security Registrar or such other agent.

         SECTION 6.6.      MONEY HELD IN TRUST.

         Money in any Currency held by the Trustee or any Paying Agent in trust
hereunder need not be segregated from other funds except to the extent required
by law. Neither the Trustee nor any Paying Agent shall be under any liability
for (i) interest on any money received by it hereunder except as otherwise
agreed with the Company or (ii) losses resulting from currency fluctuations or
any investments made pursuant to 6.1(c)(4).

         SECTION 6.7.      COMPENSATION AND REIMBURSEMENT.

         The Company agrees:

                  (1) to pay to the Trustee from time to time reasonable
         compensation in Dollars for all services rendered by it hereunder
         (which compensation shall not be limited by any provision of law in
         regard to the compensation of a trustee of an express trust);

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

                  (3) to indemnify in Dollars the Trustee for, and to hold it
         harmless against, any loss, liability or expense incurred without
         negligence or bad faith on its part, arising out of or in connection
         with the acceptance or administration of this trust or performance of
         its duties hereunder, including the costs and expenses of defending
         itself against any claim or liability in connection with the exercise
         or performance of any of its powers or duties hereunder.

         As security for the performance of the obligations of the Company under
this Section, the Trustee shall have a claim prior to the Debt Securities upon
all property and funds held or collected by the Trustee as such, except funds
held in trust for the payment of amounts due on the Debt Securities.

         The obligations of the Company under this Section 6.7 to compensate and
indemnify the Trustee for expenses, disbursements and advances shall constitute
additional indebtedness under this Indenture and shall survive the satisfaction
and discharge of this Indenture.



                                       50

<PAGE>   58

         SECTION 6.8.      DISQUALIFICATION; CONFLICTING INTERESTS.

         (a)  If the Trustee has or shall acquire any conflicting interest, as
defined in this Section with respect to the Debt Securities of any series, then,
within 90 days after ascertaining that it has such conflicting interest, and if
the default (as hereinafter defined) to which such conflicting interest relates
has not been cured or duly waived or otherwise eliminated before the end of such
90-day period, the Trustee shall either eliminate such conflicting interest or,
except as otherwise provided below, resign with respect to the Debt Securities
of such series, and the Company shall take prompt steps to have a successor
appointed, in the manner and with the effect hereinafter specified in this
Article.

         (b)  In the event that the Trustee shall fail to comply with the
provisions of subsection (a) of this Section with respect to the Debt Securities
of any series, the Trustee shall, within 10 days after the expiration of such
90-day period, transmit to all Holders of Debt Securities of such series notice
of such failure.

         Notice given pursuant to this Section 6.8(b) shall be transmitted by
mail:

              (1) to all Registered Holders, as the names and addresses of the
         Registered Holders appear in the Security Register; and

              (2) to each Holder of a Debt Security of any series whose name and
         address appear in the information preserved at the time by the Trustee
         in accordance with Section 7.2(a) of this Indenture.

         (c)  For the purposes of this Section, the Trustee shall be deemed to
have a conflicting interest with respect to the Debt Securities of any series,
if there shall exist an Event of Default (as such term is defined herein, but
exclusive of any period of grace or requirement of notice) with respect to such
Debt Securities and

              (1) the Trustee is trustee under this Indenture with respect to
         the Outstanding Debt Securities of any series other than that series or
         is trustee under another indenture under which any other securities, or
         certificates of interest or participation in any other securities, of
         the Company are outstanding, unless such other indenture is a
         collateral trust indenture under which the only collateral consists of
         Debt Securities issued under this Indenture, provided that there shall
         be excluded from the operation of this paragraph this Indenture with
         respect to the Debt Securities of any series other than that series and
         any other indenture or indentures under which other securities, or
         certificates of interest or participation in other securities, of the
         Company are outstanding, if

                   (i) this Indenture and such other indenture or indentures
              (and all series of securities issuable thereunder) are wholly
              unsecured and rank equally and such other indenture or indentures
              are hereafter qualified under the Trust Indenture Act, unless the
              Commission shall have found and declared by order pursuant to
              Section 305(b) or Section 307(c) of the Trust Indenture Act that
              differences exist between the provisions of this Indenture with
              respect to the Debt Securities of such



                                       51

<PAGE>   59

              series and one or more other series or the provisions of such
              other indenture or indentures which are so likely to involve a
              material conflict of interest as to make it necessary, in the
              public interest or for the protection of investors to disqualify
              the Trustee from acting as such under this Indenture with respect
              to the Debt Securities of such series and such other series or
              under such other indenture or indentures, or

                   (ii) the Company shall have sustained the burden of proving,
              on application to the Commission and after opportunity for hearing
              thereon, that trusteeship under this Indenture with respect to the
              Debt Securities of such series and such other series or such other
              indenture or indentures is not so likely to involve a material
              conflict of interest as to make it necessary in the public
              interest or for the protection of investors to disqualify the
              Trustee from acting as such under this Indenture with respect to
              the Debt Securities of such series and such other series or under
              such other indenture or indentures;

              (2) the Trustee or any of its directors or executive officers is
         an underwriter for the Company;

              (3) the Trustee directly or indirectly controls or is directly or
         indirectly controlled by or is under direct or indirect common control
         with an underwriter for the Company;

              (4) the Trustee or any of its directors or executive officers is a
         director, officer, partner, employee, appointee or representative of
         the Company, or of an underwriter (other than the Trustee itself) for
         the Company who is currently engaged in the business of underwriting,
         except that (i) one individual may be a director or an executive
         officer, or both, of the Trustee and a director or an executive
         officer, or both, of the Company but may not be at the same time an
         executive officer of both the Trustee and the Company; (ii) if and so
         long as the number of directors of the Trustee in office is more than
         nine, one additional individual may be a director or an executive
         officer, or both, of the Trustee and a director of the Company; and
         (iii) the Trustee may be designated by the Company or by any
         underwriter for the Company to act in the capacity of transfer agent,
         registrar, custodian, paying agent, fiscal agent, escrow agent, or
         depositary or in any other similar capacity, or, subject to the
         provisions of paragraph (l) of this subsection, to act as trustee,
         whether under an indenture or otherwise;

              (5) 10% or more of the voting securities of the Trustee is
         beneficially owned either by the Company or by any director, partner or
         executive officer thereof, or 20% or more of such voting securities is
         beneficially owned, collectively, by any two or more of such persons;
         or 10% or more of the voting securities of the Trustee is beneficially
         owned either by an underwriter for the Company or by any director,
         partner or executive officer thereof or is beneficially owned,
         collectively, by any two or more such persons;




                                       52
<PAGE>   60

              (6) the Trustee is the beneficial owner of, or holds as collateral
         security for an obligation which is in default (as hereinafter in this
         subsection defined), (i) 5% or more of the voting securities, or 10% or
         more of any other class of security, of the Company not including the
         Debt Securities issued under this Indenture and securities issued under
         any other indenture under which the Trustee is also trustee, or (ii)
         10% or more of any class of security of an underwriter for the Company;

              (7) the Trustee is the beneficial owner of or holds as collateral
         security for an obligation which is in default, 5% or more of the
         voting securities of any person who, to the knowledge of the Trustee,
         owns 10% or more of the voting securities of, or controls directly or
         indirectly or is under direct or indirect common control with, the
         Company;

              (8) the Trustee is the beneficial owner of or holds as collateral
         security for an obligation which is in default, 10% or more of any
         class of security of any person who, to the knowledge of the Trustee,
         owns 50% or more of the voting securities of the Company;

              (9) the Trustee owns, on the date of such Event of Default or any
         anniversary of such Event of Default while such Event of Default
         remains outstanding, in the capacity of executor, administrator,
         testamentary or inter vivos trustee, guardian, committee or
         conservator, or in any other similar capacity, an aggregate of 25% or
         more of the voting securities, or of any class of security, of any
         person, the beneficial ownership of a specified percentage of which
         would have constituted a conflicting interest under paragraph (6), (7)
         or (8) of this subsection. As to any such securities of which the
         Trustee acquired ownership through becoming executor, administrator or
         testamentary trustee of an estate which included them, the provisions
         of the preceding sentence shall not apply, for a period of not more
         than two years from the date of such acquisition, to the extent that
         such securities included in such estate do not exceed 25% of such
         voting securities or 25% of any such class of security. Promptly after
         the dates of any such Event of Default and annually in each succeeding
         year that such Event of Default continues, the Trustee shall make a
         check of its holdings of such securities in any of the above-mentioned
         capacities as of such dates. If the Company fails to make payment in
         full of the principal of (or premium, if any) or interest on any of the
         Debt Securities when and as the same becomes due and payable, and such
         failure continues for 30 days thereafter, the Trustee shall make a
         prompt check of its holdings of such securities in any of the
         above-mentioned capacities as of the date of the expiration of such
         30-day period, and after such date, notwithstanding the foregoing
         provisions of this paragraph, all such securities so held by the
         Trustee, with sole or joint control over such securities vested in it,
         shall be considered as though beneficially owned by the Trustee for the
         purposes of paragraphs (6), (7) and (8) of this subsection; or

              (10) except under the circumstances described in paragraphs (1),
         (3), (4), (5) or (6) of Section 6.13(b) of this Indenture, the Trustee
         shall be or shall become a creditor of the Company.



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<PAGE>   61

         For the purposes of paragraph (1) of this subsection, the term "series
of securities" or "series" means a series, class or group of securities issuable
under an indenture pursuant to whose terms holders of one such series may vote
to direct the Trustee, or otherwise take action pursuant to a vote of such
holders, separately from holders of another series; provided, that "series of
securities" or "series" shall not include any series of securities issuable
under an indenture if all such series rank equally and are wholly unsecured.

         The specification of percentages in paragraphs (5) to (9), inclusive,
of this subsection shall not be construed as indicating that the ownership of
such percentages of the securities of a person is or is not necessary or
sufficient to constitute direct or indirect control for the purposes of
paragraph (3) or (7) of this subsection.

         For the purposes of paragraphs (6), (7), (8) and (9) of this subsection
only, (i) the terms "security" and "securities" shall include only such
securities as are generally known as corporate securities, but shall not include
any note or other evidence of indebtedness issued to evidence an obligation to
repay moneys lent to a person by one or more banks, trust companies or banking
firms, or any certificate of interest or participation in any such note or
evidence of indebtedness; (ii) an obligation shall be deemed to be "in default"
when a default in payment of principal shall have continued for 30 days or more
and shall not have been cured; and (iii) the Trustee shall not be deemed to be
the owner or holder of (A) any security which it holds as collateral security,
as trustee or otherwise, for an obligation which is not in default as defined in
clause (ii) above, or (B) any security which it holds as collateral security
under this Indenture, irrespective of any default hereunder, or (C) any security
which it holds as agent for collection, or as custodian, escrow agent or
depositary, or in any similar representative capacity.

         (d)      For the purposes of this Section:

                  (1) The term "underwriter" when used with reference to the
         Company means every person who, within one year prior to the time as of
         which the determination is made, has purchased from the Company with a
         view to, or has offered or sold for the Company in connection with, the
         distribution of any security of the Company outstanding at such time,
         or has participated or has had a direct or indirect participation in
         any such undertaking, or has participated or has had a participation in
         the direct or indirect underwriting of any such undertaking, but such
         term shall not include a person whose interest was limited to a
         commission from an underwriter or dealer not in excess of the usual and
         customary distributors' or sellers' commission.

                  (2) The term "director" means any director of a corporation,
         or any individual performing similar functions with respect to any
         organization whether incorporated or unincorporated.

                  (3) The term "person" means an individual, a corporation, a
         partnership, an association, a joint stock company, a trust, an estate,
         an unincorporated organization, or a government or political
         subdivision thereof. As used in this paragraph, the term "trust" shall
         include only a trust where the



                                       54
<PAGE>   62


         interest or interests of the beneficiary or beneficiaries are evidenced
         by a security.

                  (4) The term "voting security" means any security presently
         entitling the owner or holder thereof to vote in the direction or
         management of the affairs of a person, or any security issued under or
         pursuant to any trust, agreement or arrangements whereby a trustee or
         trustees or agent or agents for the owner or holder of such security
         are presently entitled to vote in the direction or management of the
         affairs of a person.

                  (5) The term "Company" means any obligor upon the Debt
         Securities of any series.

                  (6) The term "executive officer" means the president, every
         vice president, every trust officer, the cashier, the secretary, and
         the treasurer of a corporation, and any individual customarily
         performing similar functions with respect to any organization, whether
         incorporated or unincorporated, but shall not include the chairman of
         the board of directors.

         (e)      The percentages of voting securities and other securities
specified in this Section shall be calculated in accordance with the following
provisions:

                  (1) A specified percentage of the voting securities of the
         Trustee, the Company or any other person referred to in this Section
         (each of whom is referred to as a "person" in this paragraph) means
         such amount of the outstanding voting securities of such person as
         entitles the holder or holders thereof to cast such specified
         percentage of the aggregate votes which the holders of all the
         outstanding voting securities of such person are entitled to cast in
         the direction or management of the affairs of such person.

                  (2) A specified percentage of a class of securities of a
         person means such percentage of the aggregate amount of securities of
         the class outstanding.

                  (3) The term "amount", when used with regard to securities
         means the principal amount if relating to evidences of indebtedness,
         the number of shares if relating to capital shares, and the number of
         units if relating to any other kind of security.

                  (4) The term "outstanding" means issued and not held by or for
         the account of the issuer. The following securities shall not be deemed
         outstanding within the meaning of this definition:

                      (i) securities of an issuer held in a sinking fund
                  relating to securities of the issuer of the same class;

                      (ii) securities of an issuer held in a sinking fund
                  relating to another class of securities of the issuer, if the
                  obligation evidenced by such other class of securities is not
                  in default as to principal or interest or otherwise;



                                       55
<PAGE>   63
                           (iii) securities pledged by the issuer thereof as
                  security for an obligation of the issuer not in default as to
                  principal or interest or otherwise; and

                           (iv) securities held in escrow if placed in escrow by
                  the issuer thereof;

         provided, however, that any voting securities of an issuer shall be
         deemed outstanding if any person other than the issuer is entitled to
         exercise the voting rights thereof.

                  (5) A security shall be deemed to be of the same class as
         another security if both securities confer upon the holder or holders
         thereof substantially the same rights and privileges; provided,
         however, that, in the case of secured evidences of indebtedness, all of
         which are issued under a single indenture, differences in the interest
         rates or maturity dates of various series thereof shall not be deemed
         sufficient to constitute such series different classes; and provided,
         further, that, in the case of unsecured evidences of indebtedness,
         differences in the interest rates or maturity dates thereof shall not
         be deemed sufficient to constitute them securities of different
         classes, whether or not they are issued under a single indenture.

         (f) Except in the case of a default in the payment of the principal of
or interest on any Debt Security of any series, or in the payment of any sinking
or purchase fund installment, the Trustee shall not be required to resign as
provided by this Section if the Trustee shall have sustained the burden of
proving, on application to the Commission and after opportunity for hearing
thereon, that:

              (1) the Event of Default may be cured or waived during a
         reasonable period and under the procedures described in such
         application; and

              (2) a stay of the Trustee's duty to resign will not be
         inconsistent with the interests of Holders of the Debt Securities.

The filing of such an application shall automatically stay the performance of
the duty to resign until the Commission orders otherwise.

         SECTION 6.9.      CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

         There shall at all times be a Trustee hereunder which shall be a
Corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $75,000,000, subject to supervision or examination by Federal, State
or District of Columbia authority. If such Corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Corporation shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so


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<PAGE>   64


published. Neither the Company nor any person directly or indirectly
controlling, controlled by, or under common control with the Company shall serve
as Trustee upon any Debt Securities.

         SECTION 6.10.     RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

         (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 6.11.

         (b) The Trustee may resign at any time with respect to the Debt
Securities of one or more series by giving written notice thereof to the
Company. If an instrument of acceptance by a successor Trustee shall not have
been delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Debt
Securities of such series.

         (c) The Trustee may be removed at any time with respect to the Debt
Securities of any series and a successor Trustee appointed by Act of the Holders
of a majority in principal amount of the Outstanding Debt Securities of such
series, delivered to the Trustee and to the Company.

         (d)  If at any time:

              (1) the Trustee shall fail to comply with Section 6.8(a) with
         respect to the Debt Securities of any series after written request
         therefor by the Company or by any Holder who has been a bona fide
         Holder of a Debt Security of such series for at least six months, or

              (2) the Trustee shall cease to be eligible under Section 6.9 with
         respect to the Debt Securities of any series and shall fail to resign
         after written request therefor by the Company or by any such Holder, 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, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Debt Securities, or (ii) subject to Section 5.14,
any Holder who has been a bona fide Holder of a Debt Security of any series for
at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee for the Debt Securities of such series.

         (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Debt Securities of one or more series, the Company, by a Board
Resolution, shall promptly



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<PAGE>   65

appoint a successor Trustee or Trustees with respect to the Debt Securities of
that or those series (it being understood that any such successor Trustee may be
appointed with respect to the Debt Securities of one or more or all of such
series and that at any time there shall be only one Trustee with respect to the
Debt Securities of any particular series) and shall comply with the applicable
requirements of Section 6.11. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Debt Securities of any series shall be appointed by Act of
the Holders of a majority in principal amount of the Outstanding Debt Securities
of such series delivered to the Company and the retiring Trustee, the successor
Trustee so appointed shall, forthwith upon its acceptance of such appointment,
become the successor Trustee with respect to the Debt Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Debt Securities of any series shall
have been so appointed by the Company or the Holders of such series and accepted
appointment in the manner hereinafter provided, any Holder who has been a bona
fide Holder of a Debt Security of such series for at least six months may,
subject to Section 5.14, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Debt Securities of such series.

         (f) The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Debt Securities of any series and each
appointment of a successor Trustee with respect to the Debt Securities of any
series in the manner and to the extent provided in Section 1.5 to the Holders of
Debt Securities of such series. Each notice shall include the name of the
successor Trustee with respect to the Debt Securities of such series and the
address of its Corporate Trust Office.

         SECTION 6.11.     ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

         (a) In the case of an appointment hereunder of a successor Trustee with
respect to all Debt Securities, each such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee, but, on request of
the Company or the successor Trustee, such retiring Trustee shall, upon payment
of its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee, and shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder, subject nevertheless to its
claim, if any, provided for in Section 6.7.

         (b) In case of the appointment hereunder of a successor Trustee with
respect to the Debt Securities of one or more (but not all) series, the Company,
the retiring Trustee and each successor Trustee with respect to the Debt
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment
and which (1) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor Trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Debt Securities of that or those series to which the appointment of such
successor



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<PAGE>   66

Trustee relates, (2) if the retiring Trustee is not retiring with respect to all
Debt Securities, 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 of that or those series as
to which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in any 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 other trust
or trusts hereunder administered by any other such Trustee; and upon the
execution and delivery of any such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Debt Securities of that or those
series to which the appointment of such successor Trustee relates, but, on
request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Debt
Securities of that or those series to which the appointment of such successor
Trustee relates.

         (c) Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in paragraph (a) or (b) of this Section, as the case may be.

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

         SECTION 6.12.     MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS.

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


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<PAGE>   67

         SECTION 6.13.     PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

         (a) Subject to subsection (b) of this Section, if the Trustee shall be
or shall become a creditor, directly or indirectly, secured or unsecured, of the
Company within three months prior to a default, as defined in subsection (c) of
this Section, or subsequent to such default, then, unless and until such default
shall be cured, the Trustee shall set apart and hold in a special account for
the benefit of the Trustee individually, the Holders of the Debt Securities and
the holders of other indenture securities (as defined in subsection (c) of this
Section):

              (1) an amount equal to any and all reductions in the amount due
         and owing upon any claim as such creditor in respect of principal or
         interest, effected after the beginning of such three-month period and
         valid as against the Company and its other creditors, except any such
         reduction resulting from the receipt or disposition of any property
         described in paragraph (2) of this subsection, or from the exercise of
         any right of set-off which the Trustee could have exercised if a
         voluntary or involuntary case had been commenced in respect of the
         Company under the Federal bankruptcy laws, as now or hereafter
         constituted, or any other applicable Federal or State bankruptcy,
         insolvency or other similar law upon the date of such default; and

              (2) all property received by the Trustee in respect of any claim
         as such creditor, either as security therefor, or in satisfaction or
         composition thereof, or otherwise, after the beginning of such
         three-month period, or an amount equal to the proceeds of any such
         property, if disposed of, subject, however, to the rights, if any, of
         the Company and its other creditors in such property or such proceeds.

Nothing herein contained, however, shall affect the right of the Trustee:

              (A) to retain for its own account (i) payments made on account of
         any such claim by any Person (other than the Company) who is liable
         thereon, and (ii) the proceeds of the bona fide sale of any such claim
         by the Trustee to a third Person, and (iii) distributions made in cash,
         securities or other property in respect of claims filed against the
         Company in bankruptcy or receivership or in proceedings or
         reorganization pursuant to the Federal bankruptcy laws, as now or
         hereafter constituted, or any other applicable Federal or State
         bankruptcy, insolvency or other similar law;

              (B) to realize, for its own account, upon any property held by it
         as security for any such claim, if such property was so held prior to
         the beginning of such three-month period;

              (C) to realize, for its own account, but only to the extent of the
         claim hereinafter mentioned, upon any property held by it as security
         for any such claim, if such claim was created after the beginning of
         such three-month period and such property was received as security
         therefor simultaneously with the creation thereof, and if the Trustee
         shall sustain the burden of proving that at the time such property was
         so received the Trustee had no reasonable cause to


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<PAGE>   68


         believe that a default, as defined in subsection (c) of this Section,
         would occur within three months, or

                  (D) to receive payment on any claim referred to in paragraph
         (B) or (C) against the release of any property held as security for
         such claim as provided in paragraph (B) or (C), as the case may be, to
         the extent of the fair value of such property.

         For the purposes of paragraphs (B), (C) and (D), property substituted
after the beginning of such three-month period for property held as security at
the time of such substitution shall, to the extent of the fair value of the
property released, have the same status as the property released, and, to the
extent that any claim referred to in any of such paragraphs is created in
renewal of or in substitution for or for the purpose of repaying or refunding
any pre-existing claim of the Trustee as such creditor, such claim shall have
the same status as such pre-existing claim.

         If the Trustee shall be required to account, the funds and property
held in such special account and the proceeds thereof shall be apportioned among
the Trustee, the Holders and the holders of other indenture securities in such
manner that the Trustee, the Holders and the holders of other indenture
securities realize, as a result of payments from such special account and
payments of dividends on claims filed against the Company in bankruptcy or
receivership or in proceedings for reorganization pursuant to the Federal
bankruptcy laws, as now or hereafter constituted or any other applicable Federal
or State bankruptcy, insolvency or other similar law, the same percentage of
their respective claims, figured before crediting to the claim of the Trustee
anything on account of the receipt by it from the Company of the funds and
property in such special account and before crediting to the respective claims
of the Trustee and the Holders and the holders of other indenture securities
dividends on claims filed against the Company in bankruptcy or receivership or
in proceedings for reorganization pursuant to the Federal bankruptcy laws, as
now or hereafter constituted, or any other applicable Federal or State
bankruptcy, insolvency or other similar law, but after crediting thereon
receipts on account of the indebtedness represented by their respective claims
from all sources other than from such dividends and from the funds and property
so held in such special account. As used in this paragraph, with respect to any
claim, the term "dividends" shall include any distribution with respect to such
claim, in bankruptcy or receivership or proceedings for reorganization pursuant
to the Federal bankruptcy laws, as now or hereafter constituted, or any other
applicable Federal or State bankruptcy, insolvency or other similar law, whether
such distribution is made in cash, securities, or other property, but shall not
include any such distribution with respect to the secured portion, if any, of
such claim. The court in which such bankruptcy, receivership or proceedings for
reorganization is pending shall have jurisdiction (i) to apportion among the
Trustee and the Holders and the holders of other indenture securities, in
accordance with the provisions of this paragraph, the funds and property held in
such special account and proceeds thereof, or (ii) in lieu of such
apportionment, in whole or in part, to give to the provisions of this paragraph
due consideration in determining the fairness of the distributions to be made to
the Trustee and the Holders and the holders of other indenture securities with
respect to their respective claims, in which event it shall not be necessary to
liquidate or to appraise the value of any securities or other property held in
such special account or as security for any such claim, or to make a specific
allocation of



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<PAGE>   69

such distributions as between the secured and unsecured portions of such claim,
or otherwise to apply the provisions of this paragraph as a mathematical
formula.

         Any Trustee which has resigned or been removed after the beginning of
such three-month period shall be subject to the provisions of this subsection as
though such resignation or removal had not occurred. If any Trustee has resigned
or been removed prior to the beginning of such three-month period, it shall be
subject to the provisions of this subsection if and only if the following
conditions exist:

              (i) the receipt of property or reduction of claim, which would
         have given rise to the obligation to account, if such Trustee had
         continued as Trustee, occurred after the beginning of such three-month
         period; and

              (ii) such receipt of property or reduction of claim occurred
         within three months after such resignation or removal.

         (b) There shall be excluded from the operation of subsection (a) of
this Section a creditor relationship arising from:

              (1) the ownership or acquisition of securities issued under any
         indenture, or any security or securities having a maturity of one year
         or more at the time of acquisition by the Trustee;

              (2) advances authorized by a receivership or bankruptcy court of
         competent jurisdiction or by this Indenture, for the purpose of
         preserving any property which shall at any time be subject to the Lien
         of this Indenture or of discharging tax liens or other prior liens or
         encumbrances thereon, if notice of such advances and of the
         circumstances surrounding the making thereof is given to the Holders at
         the time and in the manner provided in this Indenture;

              (3) disbursements made in the ordinary course of business in the
         capacity of trustee under an indenture, transfer agent, registrar,
         custodian, paying agent, fiscal agent or depositary, or other similar
         capacity;

              (4) an indebtedness created as a result of services rendered or
         premises rented, or an indebtedness created as a result of goods or
         securities sold in a cash transaction as defined in subsection (c) of
         this Section;

              (5) the ownership of stock or of other securities of a corporation
         organized under the provisions of Section 25(a) of the Federal Reserve
         Act, as amended, which is directly or indirectly a creditor of the
         Company; and

              (6) The acquisition, ownership, acceptance or negotiation of any
         drafts, bills of exchange, acceptances or obligations which fall within
         the classification of self-liquidating paper as defined in subsection
         (c) of this Section.

              (c) for the purposes of this Section only:



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<PAGE>   70

              (1) The term "default" means any failure to make payment in full
         of the principal of or interest on any of the Debt Securities or upon
         the other indenture securities when and as such principal or interest
         becomes due and payable.

              (2) The term "other indenture securities" means securities upon
         which the Company is an obligor outstanding under any other indenture
         (i) under which the Trustee is also trustee, (ii) which contains
         provisions substantially similar to the provisions of this Section, and
         (iii) under which a default exists at the time of the apportionment of
         the funds and property held in such special account.

              (3) The term "cash transaction" means any transaction in which
         full payment for goods or securities sold is made within seven days
         after delivery of the goods or securities in currency or in checks or
         other orders drawn upon banks and payable upon demand.

              (4) The term "self-liquidating paper" means any draft, bill of
         exchange, acceptance or obligation which is made, drawn, negotiated or
         incurred by the Company for the purpose of financing the purchase,
         processing, manufacturing, shipment, storage or sale of goods, wares or
         merchandise and which is secured by documents evidencing title to,
         possession of, or a lien upon, the goods, wares or merchandise or the
         receivables or proceeds arising from the sale of the goods, wares or
         merchandise previously constituting the security, provided the security
         is received by the Trustee simultaneously with the creation of the
         creditor relationship with the Company arising from the making,
         drawing, negotiating or incurring of the draft, bill of exchange,
         acceptance or obligation.

              (5) The term "Company" means any obligor upon the Debt Securities.

         SECTION 6.14.     APPOINTMENT OF AUTHENTICATING AGENT.

         As long as any Debt Securities of a series remain Outstanding, upon a
Company Request, there shall be an authenticating agent (the "Authenticating
Agent") appointed, for such period as the Company shall elect, by the Trustee
for such series of Debt Securities to act as its agent on its behalf and subject
to its direction in connection with the authentication and delivery of each
series of Debt Securities for which it is serving as Trustee. Debt Securities of
each such series authenticated by such Authenticating Agent shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by such Trustee. Wherever reference is made in this
Indenture to the authentication and delivery of Debt Securities of any series by
the Trustee for such series or to the Trustee's Certificate of Authentication,
such reference shall be deemed to include authentication and delivery on behalf
of the Trustee for such series by an Authenticating Agent for such series and a
Certificate of Authentication executed on behalf of such Trustee by such
Authenticating Agent, except that only the Trustee may authenticate Debt
Securities upon original issuance and pursuant to Section 3.6 hereof. Such
Authenticating Agent shall at all times be a Corporation organized and doing
business under the laws of the United States of America or of any State,



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authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $10,000,000 and subject to supervision or
examination by Federal or State authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for purposes of
this Section, the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.

         Any Corporation into which any Authenticating Agent may be merged or
converted, or with which it may be consolidated, or any Corporation resulting
from any merger, conversion or consolidation to which any Authenticating Agent
shall be a party, or any Corporation succeeding to the corporate agency business
of any Authenticating Agent, shall continue to be the Authenticating Agent with
respect to all series of Debt Securities for which it served as Authenticating
Agent without the execution or filing of any paper or any further act on the
part of the Trustee for such series or such Authenticating Agent. Any
Authenticating Agent may at any time, and if it shall cease to be eligible
shall, resign by giving written notice of resignation to the applicable Trustee
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 in
accordance with the provisions of this Section 6.14 with respect to one or more
or all series of Debt Securities, the Trustee for such series shall upon Company
Request appoint a successor Authenticating Agent, and the Company shall provide
notice of such appointment to all Holders of Debt Securities of such series in
the manner and to the extent provided in Section 1.5. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all rights, powers, duties and responsibilities of its predecessor
hereunder, with like effect as if originally named as Authenticating Agent
herein. The Trustee for the Debt Securities of such series agrees to pay to the
Authenticating Agent for such series from time to time reasonable compensation
for its services, and the Trustee shall be entitled to be reimbursed for such
payment, subject to the provisions of Section 6.7. The Authenticating Agent for
the Debt Securities of any series shall have no responsibility or liability for
any action taken by it as such at the direction of the Trustee for such series.

         If an appointment with respect to one or more series is made pursuant
to this Section, the Debt Securities of such series may have endorsed thereon,
in addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:


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<PAGE>   72

         This is one of the series of Debt Securities issued under the within
mentioned Indenture.



                                              As Trustee

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


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



                                  ARTICLE VII.

         HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

         SECTION 7.1.      COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
HOLDERS.

         The Company will furnish or cause to be furnished to the Trustee with
respect to Registered Securities of each series for which it acts as Trustee:

         (a) semi-annually on a date not more than 15 days after each Regular
Record Date with respect to an Interest Payment Date, if any, for the Registered
Securities of such series (or on semi-annual dates in each year to be determined
pursuant to Section 3.1 if the Registered Securities of such series do not bear
interest), a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Registered Holders as of the date 15 days next
preceding each such Regular Record Date (or such semi-annual dates, as the case
may be); and

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

provided, however, that if and so long as the Trustee shall be the Security
Registrar for such series, no such list need be furnished.

         SECTION 7.2.      PRESERVATION OF INFORMATION; COMMUNICATION TO
HOLDERS.

         (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of Holders contained
in the most recent list furnished to the Trustee as provided in Section 7.1
received by it in the capacity of Paying Agent (if so acting) hereunder, and
filed with it within the two preceding years pursuant to Section 7.3(c)(2).

         The Trustee may destroy any list furnished to it as provided in Section
7.1 upon receipt of a new list so furnished, destroy any information received by
it as Paying Agent


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<PAGE>   73

(if so acting) hereunder upon delivering to itself as Trustee, not earlier than
45 days after an Interest Payment Date, a list containing the names and
addresses of the Holders obtained from such information since the delivery of
the next previous list, if any, destroy any list delivered to itself as Trustee
which was compiled from information received by it as Paying Agent (if so
acting) hereunder upon the receipt of a new list so delivered.

         (b)  If three or more Holders (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 of a
particular series (in which case the applicants must hold Debt Securities of
such series) or with all Holders of Debt Securities with respect to their rights
under this Indenture or under the 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

              (i)  afford such applicants access to the information preserved at
         the time by the Trustee in accordance with Section 7.2(a), or

              (ii) inform such applicants as to the approximate number of
         Holders of Debt Securities of such series or of all Debt Securities, as
         the case may be, whose names and addresses appear in the information
         preserved at the time by the Trustee in accordance with Section 7.2(a),
         and as to the approximate cost of mailing to such Holders the form of
         proxy or other communication, specified in such application.

         If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon written request of such applicants, mail to
the Holders of Debt Securities of such series or all Holders, as the case may
be, whose names and addresses appear in the information preserved at the time by
the Trustee in accordance with Section 7.2(a), 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 Commission, 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
Debt Securities of such series or all Holders, as the case may be, or would be
in violation of applicable law. Such written statement shall specify the basis
of such opinion. If the Commission, 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, the 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 Holders 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.



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         (c)  Every Holder of Debt Securities, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders in accordance with
Section 7.2(b), regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing
of any material pursuant to a request made under Section 7.2(b).

         SECTION 7.3.      REPORTS BY TRUSTEE.

         (a)  Within 60 days after January 15 of each year, commencing January
15, 2000, the Trustee shall, to the extent required by the Trust Indenture Act,
transmit to all Holders of Debt Securities of any series with respect to which
it acts as Trustee, in the manner hereinafter provided in this Section 7.3, a
brief report dated such date with respect to any of the following events which
may have occurred within the previous 12 months (but if no such event has
occurred within such period no report need be transmitted):

              (1) any change to its eligibility under Section 6.9 and its
         qualifications under Section 6.8;

              (2) the creation of or any material change to a relationship
         specified in paragraph (1) through (10) of Section 6.8(c) of this
         Indenture;

              (3) the character and amount of any advances (and if the Trustee
         elects so to state, the circumstances surrounding the making thereof)
         made by the Trustee (as such) which remain unpaid on the date of such
         report, and for the reimbursement of which it claims or may claim a
         lien or charge, prior to that of the Debt Securities of such series, on
         any property or funds held or collected by it as Trustee, except that
         the Trustee shall not be required (but may elect) to report such
         advances if such advances so remaining unpaid aggregate not more than
         1/2 of 1% of the principal amount of the Outstanding Debt Securities of
         such series on the date of such report;

              (4) any change to the amount, interest rate and maturity date of
         all other indebtedness owing by the Company (or any other obligor on
         the Debt Securities of such series) to the Trustee in its individual
         capacity, on the date of such report, with a brief description of any
         property held as collateral security therefor, except an indebtedness
         based upon a creditor relationship arising in any manner described in
         Section 6.13(b)(2), (3), (4) or (6);

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

              (6) any additional issue of Debt Securities which the Trustee has
         not previously reported; and


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<PAGE>   75

              (7) any action taken by the Trustee in the performance of its
         duties hereunder which it has not previously reported and which in its
         opinion materially affects the Debt Securities of such series, except
         action in respect of a default, notice of which has been or is to be
         withheld by the Trustee in accordance with Section 6.2.

         (b)  The Trustee shall transmit by mail to all Holders of Debt
Securities of any series (whose names and addresses appear in the information
preserved at the time by the Trustee in accordance with Section 7.2(a)) for
which it acts as the Trustee, as hereinafter provided, a brief report with
respect to the character and amount of any advances (and if the Trustee elects
so to state, the circumstances surrounding the making thereof) made by the
Trustee (as such) since the date of the last report transmitted pursuant to
subsection (a) of this Section (or if no such report has yet been so
transmitted, since the date of execution of this instrument) for the
reimbursement of which it claims or may claim a lien or charge, prior to that of
the Debt Securities of such series, on property or funds held or collected by it
as Trustee, and which it has not previously reported pursuant to this
subsection, except that the Trustee for each series shall not be required (but
may elect) to report such advances if such advances remaining unpaid at any time
aggregate 10% or less of the principal amount of the Debt Securities of such
series Outstanding at such time, such report to be transmitted within 90 days
after such time.

         (c)  Reports pursuant to this Section 7.3 shall be transmitted by mail:

              (1) to all Holders of Registered Securities, as the names and
         addresses of such Holders of Registered Securities appear in the
         Security Register; and

              (2) except in the cases of reports pursuant to subsection (b) of
         this Section 7.3, to each Holder of a Debt Security of any series whose
         name and address appear in the information preserved at the time by the
         Trustee in accordance with Section 7.2(a).

         (d)  A copy of each such report shall, at the time of such transmission
to Holders, be filed with the Company and the Company shall file such report
with each stock exchange upon which any Debt Securities of such series are
listed, with the Commission and also with the Company. The Company will notify
the Trustee when any series of Debt Securities are listed on any stock exchange.

         SECTION 7.4.      REPORTS BY COMPANY.

         Unless otherwise specified with respect to a particular series of Debt
Securities pursuant to Section 3.1, the Company will:

              (1)  file with the Trustee, within 15 days after the Company is
         required to file the same with the Commission, copies of the annual
         reports and of the information, documents and other reports (or copies
         of such portions of any of the foregoing as the Commission may from
         time to time by rules and regulations prescribe) which the Company may
         be required to file with the


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<PAGE>   76

         Commission pursuant to Section 13 or Section 15(d) of the Securities
         Exchange Act of 1934, as amended. Notwithstanding that the Company may
         not be required to remain subject to the reporting requirements of
         Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended,
         or otherwise report on an annual and quarterly basis on forms provided
         for such annual and quarterly reporting pursuant to rules and
         regulations promulgated by the Commission, the Company shall continue
         to file with the Commission and provide the Trustee and the Holders of
         each series of Debt Securities with, without cost to each Holder, (a)
         within 90 days after the end of each fiscal year, annual reports on
         Form 10-K (or any successor or comparable form) containing the
         information required to be contained therein (or required in such
         successor or comparable form); (b) within 45 days after the end of each
         of the first three fiscal quarters of each fiscal year, reports on Form
         10-Q (or any successor or comparable form); and (c) promptly from time
         to time after the occurrence of an event required to be therein
         reported, such other reports on Form 8-K (or any successor or
         comparable form) containing the information required to be contained
         therein (or required in any successor or comparable form); provided,
         however, that the Company shall not be obligated to file such reports
         with the Commission if the Commission does not permit such filings. The
         Company will in all cases, without cost to each recipient, provide
         copies of such information to the Holders of the Debt Securities of
         each series and, if they are not permitted to file such reports with
         the Commission, shall make available information to prospective
         purchasers and to securities analysts and broker-dealers upon their
         request;

              (2) file with the Trustee and the Commission, in accordance with
         rules and regulations prescribed from time to time by the Commission,
         such additional information, documents and reports with respect to
         compliance by the Company with the conditions and covenants of this
         Indenture as may be required from time to time by such rules and
         regulations; and

              (3) transmit to all Holders of Debt Securities, in the manner and
         to the extent provided in Section 7.3, within 30 days after the filing
         thereof with the Trustee, such summaries of any information, documents
         and reports required to be filed by the Company pursuant to paragraphs
         (1) and (2) of this Section as may be required by rules and regulations
         prescribed from time to time by the Commission.

                                  ARTICLE VIII.

                             CONCERNING THE HOLDERS

         SECTION 8.1.      ACTS OF HOLDERS.

         Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent or proxy duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Trustee, and, where it is hereby expressly



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<PAGE>   77

required, to the Company. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments. Whenever in this
Indenture it is provided that the Holders of a specified percentage in aggregate
principal amount of the Outstanding Debt Securities of any series may take any
Act, the fact that the Holders of such specified percentage have joined therein
may be evidenced (a) by the instrument or instruments executed by Holders in
person or by agent or proxy appointed in writing, or (b) by the record of
Holders voting in favor thereof at any meeting of such Holders duly called and
held in accordance with the provisions of Article IX, or (c) by a combination of
such instrument or instruments and any such record of such a meeting of Holders.

         SECTION 8.2.      PROOF OF OWNERSHIP; PROOF OF EXECUTION OF INSTRUMENTS
BY HOLDER.

         The ownership of Registered Securities of any series shall be proved by
the Security Register for such series or by a certificate of the Security
Registrar for such series.

         Subject to the provisions of Sections 6.1, 6.3 and 9.5, proof of the
execution of a writing appointing an agent or proxy and of the execution of any
instrument by a Holder or his agent or proxy shall be sufficient and conclusive
in favor of the Trustee and the Company if made in the following manner:

         The fact and date of the execution by any such person of any instrument
may be proved by the certificate of any notary public or other officer
authorized to take acknowledgements of deeds, that the person executing such
instrument acknowledged to him the execution thereof, or by an affidavit of a
witness to such execution sworn to before any such notary or other such officer.
Where such execution is by an officer of a corporation or association or a
member of a partnership on behalf of such corporation, association or
partnership, as the case may be, or by any other person acting in a
representative capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority.

         The record of any Holders' meeting shall be proved in the manner
provided in Section 9.6.

         The Trustee may in any instance require further proof with respect to
any of the matters referred to in this Section so long as the request is a
reasonable one.

         SECTION 8.3.      PERSONS DEEMED OWNERS.

         The Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name any Registered Security is registered as the
owner of such Registered Security for the purpose of receiving payment of the
principal of (and premium, if any) and (subject to Section 3.7) interest, if
any, on such Registered Security and for all other purposes whatsoever, whether
or not such Registered Security be overdue, and neither the Company, the Trustee
nor any agent of the Company or the Trustee shall be affected by notice to the
contrary. All payments made to any Holder, or


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<PAGE>   78


upon his order, shall be valid, and, to the extent of the sum or sums paid,
effectual to satisfy and discharge the liability for moneys payable upon such
Debt Security.

         SECTION 8.4.      REVOCATION OF CONSENTS; FUTURE HOLDERS BOUND.

         At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 8.1, of the taking of any Act by the Holders of the
percentage in aggregate principal amount of the Outstanding Debt Securities
specified in this Indenture in connection with such Act, any Holder of a Debt
Security the number, letter or other distinguishing symbol of which is shown by
the evidence to be included in the Debt Securities the Holders of which have
consented to such Act may, by filing written notice with the Trustee at the
Corporate Trust Office and upon proof of ownership as provided in Section 8.2,
revoke such Act so far as it concerns such Debt Security. Except as aforesaid,
any such Act taken by the Holder of any Debt Security shall be conclusive and
binding upon such Holder and, subject to the provisions of Section 5.8, upon all
future Holders of such Debt Security and of any Debt Securities issued on
transfer or in lieu thereof or in exchange or substitution therefor,
irrespective of whether or not any notation in regard thereto is made upon such
Debt Security or such other Debt Securities.

                                   ARTICLE IX.

                                HOLDERS' MEETINGS

         SECTION 9.1.      PURPOSES OF MEETINGS.

         A meeting of Holders of any or all series may be called at any time and
from time to time pursuant to the provisions of this Article IX for any of the
following purposes:

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

                  (2) to remove the Trustee for such series and appoint a
         successor Trustee pursuant to the provisions of Article VI;

                  (3) to consent to the execution of an indenture or indentures
         supplemental hereto pursuant to the provisions of Section 11.2; or

                  (4) to take any other action authorized to be taken by or on
         behalf of the Holders of any specified aggregate principal amount of
         the Outstanding Debt Securities of any one or more or all series, as
         the case may be, under any other provision of this Indenture or under
         applicable law.


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<PAGE>   79

         SECTION 9.2.      CALL OF MEETINGS BY TRUSTEE.

         The Trustee for any series may at any time call a meeting of Holders of
such series to take any action specified in Section 9.1, to be held at such time
or times and at such place or places as the Trustee for such series shall
determine. Notice of every meeting of the Holders of any series, 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 given to Holders of such series in the
manner and to the extent provided in Section 1.5. Such notice shall be given not
less than 10 days nor more than 90 days prior to the date fixed for the meeting.

         SECTION 9.3.      CALL OF MEETINGS BY COMPANY OR HOLDERS.

         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 Outstanding Debt
Securities of a series or of all series, as the case may be, shall have
requested the Trustee for such series to call a meeting of Holders of any or all
such series by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have given the
notice of such meeting within 10 days after the receipt of such request, then
the Company or such Holders may determine the time or times and the place or
places for such meetings and may call such meetings to take any action
authorized in Section 9.1, by giving notice thereof as provided in Section 9.2.

         SECTION 9.4.      QUALIFICATIONS FOR VOTING.

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

         SECTION 9.5.      REGULATIONS.

         Notwithstanding any other provisions of this Indenture, the Trustee for
any series may make such reasonable regulations as it may deem advisable for any
meeting of Holders of such series, in regard to proof of the holding of Debt
Securities of such series 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 deem
appropriate.

         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 Holders of such series as provided in Section 9.3, in which case
the Company or the Holders 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 a majority vote of the meeting.



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<PAGE>   80

         Subject to the provisos in the definition of "Outstanding," at any
meeting each Holder of a Debt Security of the series with respect to which such
meeting is being held or proxy therefor shall be entitled to one vote for each
$1,000 principal amount, as applicable (or such other amount as shall be
specified pursuant to Section 3.1) of Debt Securities of such series 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 Outstanding Debt
Securities of such series held by him or instruments in writing duly designating
him as the person to vote on behalf of Holders of Debt Securities of such
series. Any meeting of Holders with respect to which a meeting was duly called
pursuant to the provisions of Section 9.2 or 9.3 may be adjourned from time to
time by a majority of such Holders present and the meeting may be held as so
adjourned without further notice.

         SECTION 9.6.      VOTING.

         The vote upon any resolution submitted to any meeting of Holders 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 duplicate of all votes cast at the meeting. A
record in duplicate of the proceedings of each meeting of Holders shall be
taken, and there shall be attached to said record the original reports of the
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 transmitted as provided in Section
9.2. 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.

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

                                   ARTICLE X.

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

         SECTION 10.1.     COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

         The Company shall not consolidate with or merge with or into or wind up
into (whether or not the Company is the surviving corporation) or sell, assign,
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, unless:


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<PAGE>   81

                  (1) the Corporation formed by such consolidation or into which
         the Company is merged or the Person which acquires by conveyance or
         transfer, or which leases, the properties and assets of the Company
         substantially as an entirety (the "successor corporation") shall be a
         Corporation organized and existing under the laws of the United States
         or any State or territory thereof or the District of Columbia and shall
         expressly assume, by an indenture supplemental hereto, executed and
         delivered to the Trustee, in form satisfactory to the Trustee, the due
         and punctual payment of the principal of (and premium, if any) and
         interest on all the Debt Securities and the performance of every
         covenant of this Indenture on the part of the Company to be performed
         or observed;

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

                  (3) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel each stating that such
         consolidation, merger, conveyance, transfer or lease and such
         supplemental indenture comply with this Article and that all conditions
         precedent herein provided for relating to such transaction have been
         complied with; and

                  (4) such other conditions as may be specified under Section
         3.1 with respect to any series of Debt Securities.

         SECTION 10.2.     SUCCESSOR CORPORATION SUBSTITUTED.

         Upon any consolidation with or merger into any other Corporation, or
any conveyance, transfer or lease of the properties and assets of the Company
substantially as an entirety in accordance with Section 10.1, the successor
corporation formed by such consolidation or into which the Company is merged or
to which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor corporation had been
named as the Company herein.

                                   ARTICLE XI.

                             SUPPLEMENTAL INDENTURES

         SECTION 11.1.     SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

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

                  (1) to evidence the succession of another Corporation to the
         rights of the Company and the assumption by such successor of the
         covenants of the Company contained herein and in the Debt Securities;



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<PAGE>   82
                  (2)      to add to the covenants of the Company, for the
         benefit of the Holders of all or any series of Debt Securities (and if
         such covenants are to be for the benefit of less than all series,
         stating that such covenants are expressly being included solely for the
         benefit of such series), or to surrender any right or power herein
         conferred upon the Company;

                  (3)      to add any additional Events of Default (and if such
         Events of Default are to be applicable to less than all series, stating
         that such Events of Default are expressly being included solely to be
         applicable to such series);

                  (4)      [reserved];

                  (5)      to change or eliminate any of the provisions of this
         Indenture, provided that any such change or elimination shall become
         effective only when there is no Outstanding Debt Security of any series
         created prior to the execution of such supplemental indenture which is
         entitled to the benefit of such provision and as to which such
         supplemental indenture would apply;

                  (6)      to secure the Debt Securities or to provide that any
         of the Company's obligations under any series of the Debt Securities
         shall be guaranteed and the terms and conditions for the release or
         substitution of such security or guarantee;

                  (7)      to supplement any of the provisions of this Indenture
         to such extent as shall be necessary to permit or facilitate the
         defeasance and discharge of any series of Securities pursuant to
         Article IV or XV, provided that any such action shall not adversely
         affect the interests of the Holders of Debt Securities of such series
         or any other series of Debt Securities in any material respect;

                  (8)      to establish the form or terms of Debt Securities of
         any series as permitted by Sections 2.1 and 3.1; or

                  (9)      to evidence and provide for the acceptance of
         appointment hereunder by a successor Trustee with respect to one or
         more series of 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;

                  (10)     to cure any ambiguity, to correct or supplement any
         provision herein which may be defective or inconsistent with any other
         provision herein, to eliminate any conflict between the terms hereof
         and the Trust Indenture Act or to make any other provisions with
         respect to matters or questions arising under this Indenture which
         shall not be inconsistent with any provision of this Indenture; or

                  (11)     to modify the provisions of Article XVII (except,
         with respect to any Outstanding Securities, to the extent prohibited by
         clause 5 of Section 11.2);



                                       75
<PAGE>   83

provided such other provisions shall not adversely affect the interests of the
Holders of Outstanding Debt Securities of any series created prior to the
execution of such supplemental indenture in any material respect.

         SECTION 11.2.     SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

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

                  (1)      conflict with the required provisions of the Trust
         Indenture Act;

                  (2)      except as specifically provided with respect to any
         series of Debt Securities pursuant to Section 3.1, (a) change the
         Stated Maturity of the principal of, or installment of interest, if
         any, on, any Debt Security, or (b) reduce the principal amount thereof
         or the interest thereon or any premium payable upon redemption thereof
         (provided that a requirement to offer to repurchase Debt Securities
         shall not be deemed a redemption for this purpose), or (c) change the
         Currency or Currencies in which the principal of (and premium, if any)
         or interest on such Debt Security is denominated or payable, or (d)
         reduce the amount of the principal of a Discount Security that would be
         due and payable upon a declaration of acceleration of the Maturity
         thereof pursuant to Section 5.2, or (e) reduce the amount of, or
         postpone the date fixed for, any payment under any sinking fund or
         analogous provisions for any Debt Security, or (f) impair the right to
         institute suit for the enforcement of any payment on or after the
         Stated Maturity thereof (or, in the case of redemption, on or after the
         Redemption Date), or (g) adversely affect the right to convert any Debt
         Security into shares of Common Stock of the Company as may be provided
         pursuant to Section 3.1;

                  (3)      reduce the percentage in principal amount of the
         Outstanding Debt Securities of any series, the consent of whose Holders
         is required for any supplemental indenture, or the consent of whose
         Holders is required for any waiver of compliance with certain
         provisions of this Indenture or certain defaults hereunder and their
         consequences provided for in this Indenture;

                  (4)      modify any of the provisions of this Section, Section
         5.13 or Section 12.7, except to increase any such percentage or to
         provide that certain other provisions of this Indenture cannot be
         modified or waived without the consent of the Holder of each
         Outstanding Debt Security of each series affected thereby; provided,
         however, that this clause shall not be deemed to require the consent of
         any Holder with respect to changes in the references to "the Trustee"



                                       76
<PAGE>   84


         and concomitant changes in this Section and Section 12.7, or the
         deletion of this proviso, in accordance with the requirements of
         Sections 6.10 and 11.1(9); or

                  (5)      modify the provisions of this Indenture with respect
         to the subordination of the Outstanding Securities of any series in a
         manner adverse to the Holders thereof.

         Notwithstanding the foregoing, if the Debt Securities of a series are
held as trust assets of the applicable RGA Capital Trust or a trustee of such an
RGA Capital Trust, such supplemental indenture shall not be effective until the
holders of a majority in liquidation amount of Trust Securities of the
applicable RGA Capital Trust shall have consented to such supplemental
indenture; provided, that if the Debt Securities of any series are held as trust
assets of an RGA Capital Trust or a trustee of such an RGA Capital Trust, and if
the consent of the Holder of each Outstanding Debt Security of a particular
series is required, such supplemental indenture shall not be effective until
each Holder of the Trust Securities of the applicable RGA Capital Trust shall
have consented to such supplemental indenture. It shall not be necessary for any
Act of Holders under this Section to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such Act shall approve the
substance thereof.

         A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture with respect to one or more particular series
of Debt Securities, or which modifies the rights of the Holders of Debt
Securities of such series with respect to such covenant or other provision,
shall be deemed not to affect the rights under this Indenture of the Holders of
Debt Securities of any other series.

         SECTION 11.3.     EXECUTION OF SUPPLEMENTAL INDENTURES.

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 6.1) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture and that the supplemental indenture
conforms to the requirements of the Trust Indenture Act as then in effect. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which adversely affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise in a material way.

         SECTION 11.4.     EFFECT OF SUPPLEMENTAL INDENTURES.

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

         SECTION 11.5.     CONFORMITY WITH TRUST INDENTURE ACT.

         Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.


                                       77
<PAGE>   85

         SECTION 11.6.     REFERENCE IN DEBT SECURITIES TO SUPPLEMENTAL
INDENTURES.

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

         SECTION 11.7.     NOTICE OF SUPPLEMENTAL INDENTURE.

         Promptly after the execution by the Company and the appropriate Trustee
of any supplemental indenture pursuant to Section 11.2, the Company shall
transmit, in the manner and to the extent provided in Section 1.5, to all
Holders of any series of the Debt Securities affected thereby, a notice setting
forth in general terms the substance of such supplemental indenture.

                                  ARTICLE XII.

                                   COVENANTS

         SECTION 12.1.     PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

         The Company covenants and agrees for the benefit of each series of Debt
Securities that it will duly and punctually pay the principal of (and premium,
if any) and interest on the Debt Securities in accordance with the terms of the
Debt Securities and this Indenture. If so provided in the terms of any series of
Debt Securities established as provided in Section 3.1, the interest, if any,
due in respect of any temporary Global Note or permanent Global Note, together
with any additional amounts payable in respect thereof, as provided in the terms
and conditions of such Debt Security, shall be payable only upon presentation of
such Debt Security to the Trustee for notation thereon of the payment of such
interest.

         SECTION 12.2.     OFFICER'S CERTIFICATE AS TO DEFAULT.

         Unless otherwise specifically provided for with respect to any series
of Debt Securities under Section 3.1, the Company will deliver to the Trustee,
on or before a date not more than four months after the end of each fiscal year
of the Company (which on the date hereof is the calendar year) ending after the
date hereof, a certificate of the principal executive officer, principal
financial officer or principal accounting officer of the Company stating whether
or not to the best knowledge of the signer thereof the Company is in compliance
with all covenants and conditions under this Indenture, and, if the Company
shall be in default, specifying all such defaults and the nature thereof of
which such signer may have knowledge. For purposes of this Section, such
compliance shall be determined without regard to any period of grace or
requirement of notice provided under this Indenture.



                                       78
<PAGE>   86

         SECTION 12.3.     MAINTENANCE OF OFFICE OR AGENCY.

         The Company will maintain in each Place of Payment for such series an
office or agency where Debt Securities of that series may be presented or
surrendered for payment, where Debt Securities of that series may be surrendered
for registration of transfer or exchange, where Debt Securities of that series
that are convertible may be surrendered for conversion, if applicable, and where
notices and demands to or upon the Company in respect of the Debt Securities of
that series and this Indenture may be served. The Company will give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency.

         The Company may also from time to time designate different or
additional offices or agencies to be maintained for such purposes (in or outside
of such Place of Payment), and may from time to time rescind any such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligations described in the preceding
paragraph. The Company will give prompt written notice to the Trustee of any
such additional designation or rescission of designation and any change in the
location of any such different or additional office or agency.

         SECTION 12.4.     MONEY FOR DEBT SECURITIES; PAYMENTS TO BE HELD IN
TRUST.

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

         Whenever the Company shall have one or more Paying Agents with respect
to any series of Debt Securities, it will, by 10:00 a.m. (New York City time) or
on each due date of the principal (and premium, if any) or interest on any Debt
Securities of such series, deposit with any such Paying Agent a sum sufficient
to pay the principal (and premium, if any) or interest so becoming due, such sum
to be held in trust for the benefit of the Persons entitled thereto, and (unless
any such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act.

         Notwithstanding any term herein to the contrary, in no instance shall
the Trustee be under any duty or obligation (i) to maintain any office or to act
in any capacity as an agent for any purpose under this Indenture (or any
supplement hereto) outside the United States, or (ii) to act as a Paying Agent
in respect of any currency other than Dollars.

         The Company will cause each Paying Agent with respect to any series of
Debt Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will:



                                       79
<PAGE>   87

                  (1)      hold all sums held by it for the payment of the
         principal of (and premium, if any) or interest on Debt Securities of
         such series in trust for the benefit of the Persons entitled thereto
         until such sums shall be paid to such Persons or otherwise disposed of
         as herein provided;

                  (2)      give the Trustee notice of any default by the Company
         (or any other obligor upon the Debt Securities of such series) in the
         making of any payment of principal (and premium, if any) or interest on
         the Debt Securities of such series; and

                  (3)      at any time during the continuance of any such
         default, upon the written request of the Trustee, forthwith pay to the
         Trustee all sums so held in trust by such Paying Agent.

         The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of (and premium, if
any) or interest on any Debt Security of any series and remaining unclaimed for
two years after such principal (and premium, if any) or interest has become due
and payable shall be paid to the Company upon Company Request, or (if then held
by the Company) shall be discharged from such trust; and the Holder of such Debt
Security shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be transmitted in the manner and to the extent
provided by Section 1.5, notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the
date of such notification, any unclaimed balance of such money then remaining
will be repaid to the Company.

         SECTION 12.5.     CORPORATE EXISTENCE.

         Subject to Article X, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence, rights (charter and statutory) and franchises; provided, however,
that the Company shall not be required to preserve any such right or franchise
if the Company shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company.



                                       80
<PAGE>   88

         SECTION 12.6.     COVENANTS AS TO THE RGA CAPITAL TRUSTS.

         For so long as the Trust Securities of the applicable RGA Capital Trust
remain Outstanding, the Company shall (a) maintain 100% direct or indirect
ownership of the Common Securities of such RGA Capital Trust; provided, however,
that any permitted successor of the Company under this Indenture may succeed to
the Company's ownership of the Common Securities; (b) not voluntarily terminate,
wind up or liquidate the RGA Capital Trust, and (c) use its reasonable efforts
to cause such RGA Capital Trust (i) to remain a business trust, except in
connection with a distribution of Debt Securities, the redemption of all of the
Trust Securities of such RGA Capital Trust, or certain mergers, consolidations
or amalgamations, each as permitted by the Trust Agreement of the applicable RGA
Capital Trust; and (ii) to otherwise continue not to be treated as an
association taxable as a corporation or partnership for United States federal
income tax purposes; and (iii) use its reasonable efforts to cause each holder
of Trust Securities to be treated as owning an individual beneficial interest in
the Debt Securities. In connection with the distribution of the Debt Securities
to the holders of the Preferred Securities issued by the related RGA Capital
Trust upon a Dissolution Event, the Company shall use its commercially
reasonable efforts to list such Debt Securities on The New York Stock Exchange,
Inc., in the Nasdaq National Market of the National Association of Securities
Dealers, Inc. ("Nasdaq"), or on or in such other exchange or self-regulatory
organization as the Preferred Securities are then listed.

         SECTION 12.7.     WAIVER OF CERTAIN COVENANTS.

         The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Sections 12.5 and 12.6 (and, if so
specified pursuant to Section 3.1, any other covenant not set forth herein and
specified pursuant to Section 3.1 to be applicable to the Securities of any
series, except as otherwise provided pursuant to Section 3.1) with respect to
the Debt Securities of any series if before the time for such compliance the
Holders of at least a majority in principal amount of the Outstanding Debt
Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent expressly so waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.


         SECTION 12.8.     COVENANTS AS TO PURCHASES.

         Except upon the exercise by the Company of its right to redeem the Debt
Securities pursuant to Section 13.8 upon the occurrence and continuation of a
Special Event, the Company shall not purchase any Debt Securities, in whole or
in part, from the applicable RGA Capital Trust prior to the period or periods
within which, or the date or dates on which, such Debt Securities may be
redeemed, as specified pursuant to Section 3.1.



                                       81
<PAGE>   89

         SECTION 12.9.     ORIGINAL ISSUE DISCOUNT.

         On or before December 15 of each year during which any Debt Securities
are Outstanding, the Company shall furnish to each Paying Agent such information
as may be reasonably requested by such Paying Agent in order that each Paying
Agent may prepare the information that is required to report for such year on
Internal Revenue Service Forms 1096 and 1099 pursuant to Section 6049 of the
Code. Such information shall include the amount of any original issue discount
includible in income for each authorized minimum denomination of principal
amount at Stated Maturity of any Debt Securities Outstanding during such year,
if any.


         SECTION 12.10.    CERTAIN RESTRICTIONS.

         If Debt Securities are issued to the applicable RGA Capital Trust or a
trustee of such an RGA Capital Trust in connection with the issuance of Trust
Securities by such RGA Capital Trust and (a) there shall have occurred an Event
of Default; (b) the Company shall be in default with respect to any obligations
under the Preferred Securities Guarantee relating to such RGA Capital Trust; or
(c) the Company shall have exercised its right to defer payment of interest
pursuant to Section 18.1 and such Extended Interest Period is continuing, then
(i) the Company shall not declare or pay any dividend on, make any distributions
with respect to, or redeem, purchase, acquire or make a liquidation payment with
respect to, any of its capital stock (other than (A) dividends or distributions
in common stock of the Company, or any declaration of a non-cash dividend in
connection with the implementation of a shareholder rights plan, or the issuance
of stock under any such plan in the future, or the redemption or repurchase of
any such rights pursuant thereto, and (B) purchases of common stock of the
Company related to the rights under any of the Company's benefit plans for its
directors, officers or employees); (ii) the Company shall not make any payment
of principal of (and premium, if any) or interest on or repay, repurchase or
redeem any debt securities issued by the Company which rank pari passu with or
junior in interest to the Debt Securities of a series issued under this
Indenture; provided, however, that notwithstanding the foregoing the Company may
make payments pursuant to its obligations under the applicable Preferred
Securities Guarantee; and (iii) the Company shall not redeem, purchase or
acquire less than all of the Outstanding Debt Securities of such series or any
of the Preferred Securities associated with such Debt Securities.


                                  ARTICLE XIII.

                          REDEMPTION OF DEBT SECURITIES

         SECTION 13.1.     APPLICABILITY OF ARTICLE.

         Debt Securities of any series which are redeemable before their
Maturity shall be redeemable in accordance with their terms and (except as
otherwise provided pursuant to Section 3.1 for Debt Securities of any series) in
accordance with this Article.



                                       82
<PAGE>   90

         SECTION 13.2.     ELECTION TO REDEEM; NOTICE TO TRUSTEE.

         The election of the Company to redeem (or, in the case of Discount
Securities, to permit the Holders to elect to surrender for redemption) any Debt
Securities shall be evidenced by a Board Resolution. In case of any redemption
at the election of the Company of less than all of the Debt Securities of any
series pursuant to Section 13.3, the Company shall, at least 30 days before the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Debt Securities of such series to be redeemed. In the
case of any redemption of Debt Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Debt Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restrictions.

         SECTION 13.3.     SELECTION BY TRUSTEE OF DEBT SECURITIES TO BE
REDEEMED.

         Except in the case of a redemption in whole of the Registered
Securities of a series, if less than all the Debt Securities of any series are
to be redeemed at the election of the Company, the particular Debt Securities to
be redeemed shall be selected not more than 60 days prior to the Redemption Date
by the Trustee, from the Outstanding Debt Securities of such series not
previously called for redemption, by such method as the Trustee shall deem fair
and appropriate and which may provide for the selection for redemption of
portions (equal to the minimum authorized denomination for Debt Securities of
such series or any integral multiple thereof) of the principal amount of Debt
Securities of such series in a denomination larger than the minimum authorized
denomination for Debt Securities of such series pursuant to Section 3.2 in the
Currency in which the Debt Securities of such series are denominated. The
portions of the principal amount of Debt Securities so selected for partial
redemption shall be equal to the minimum authorized denominations for Debt
Securities of such series pursuant to Section 3.2 in the Currency in which the
Debt Securities of such series are denominated or any integral multiple thereof,
except as otherwise set forth in the applicable form of Debt Securities. In any
case when more than one Registered Security of such series is registered in the
same name, the Trustee in its discretion may treat the aggregate principal
amount so registered as if it were represented by one Registered Security of
such series.

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

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

         SECTION 13.4.     NOTICE OF REDEMPTION.

         Notice of redemption shall be given by the Company, or at the Company's
request, by the Trustee in the name and at the expense of the Company, not less
than 30



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<PAGE>   91

days and not more than 60 days prior to the Redemption Date to the Holders of
Debt Securities of any series to be redeemed in whole or in part pursuant to
this Article XIII, in the manner provided in Section 1.5. Any notice so given
shall be conclusively presumed to have been duly given, whether or not the
Holder receives such notice. Failure to give such notice, or any defect in such
notice to the Holder of any Debt Security of a series designated for redemption,
in whole or in part, shall not affect the sufficiency of any notice of
redemption with respect to the Holder of any other Debt Security of such series.
In the case of any redemption of Debt Securities prior to the expiration of any
restriction on such redemption specified pursuant to Section 3.1 with respect to
the Debt Securities of a given series or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officer's Certificate evidencing
compliance with any such restriction.

                  All notices of redemption shall state:

                  (1)      the Redemption Date,

                  (2)      the Redemption Price,

                  (3)      that Debt Securities of such series are being
         redeemed by the Company pursuant to provisions contained in this
         Indenture or the terms of the Debt Securities of such series or a
         supplemental indenture establishing such series, if such be the case,
         together with a brief statement of the facts permitting such
         redemption,

                  (4)      if less than all Outstanding Debt Securities of any
         series are to be redeemed, the identification (and, in the case of
         partial redemption, the principal amounts) of the particular Debt
         Securities to be redeemed, including a representation to the effect
         that any such partial redemption shall not result in the delisting or
         termination of inclusion, as applicable, of the related Preferred
         Securities,

                  (5)      that on the Redemption Date the Redemption Price will
         become due and payable upon each such Debt Security to be redeemed, and
         that interest thereon, if any, shall cease to accrue on and after said
         date,

                  (6)      the Place or Places of Payment where such Debt
         Securities are to be surrendered for payment of the Redemption Price,
         and

                  (7)      that the redemption is for a sinking fund, if such is
         the case.

         SECTION 13.5.     DEPOSIT OF REDEMPTION PRICE.

         On or prior to 10:00 a.m. (New York City time) on the Redemption Date
for any Debt Securities, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 12.4) an amount of money in the
Currency or Currencies in which such Debt Securities are denominated (except as
provided pursuant to Section 3.1) sufficient to pay



                                       84
<PAGE>   92

the Redemption Price of such Debt Securities or any portions thereof which are
to be redeemed on that date.

         SECTION 13.6.     DEBT SECURITIES PAYABLE ON REDEMPTION DATE.

         Notice of redemption having been given as aforesaid, any Debt
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price in the Currency in which the Debt Securities of
such series are payable (except as otherwise specified pursuant to Sections 3.1
or 3.10), and from and after such date (unless the Company shall default in the
payment of the Redemption Price) such Debt Securities shall cease to bear
interest. Upon surrender of any such Debt Security for redemption in accordance
with said notice, such Debt Security shall be paid by the Company at the
Redemption Price; provided, however, that unless otherwise specified as
contemplated by Section 3.1, installments of interest on Registered Securities
which have a Stated Maturity on or prior to the Redemption Date for such Debt
Securities shall be payable according to the terms of such Debt Securities and
the provisions of Section 3.7.

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

         SECTION 13.7.     DEBT SECURITIES REDEEMED IN PART.

         Any Debt Security which is to be redeemed only in part shall be
surrendered at the Corporate Trust Office or such other office or agency of the
Company as is specified pursuant to Section 3.1 or at an office of the Trustee,
with, if the Company, the Security Registrar or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company, the Security Registrar and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing, and the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder of such
Debt Security without service charge, a new Debt Security or Debt Securities of
the same series, of like tenor and form, of any authorized denomination as
requested by such Holder in aggregate principal amount equal to and in exchange
for the unredeemed portion of the principal of the Debt Security so surrendered.
In the case of a Debt Security providing appropriate space for such notation, at
the option of the Holder thereof, the Trustee, in lieu of delivering a new Debt
Security or Debt Securities as aforesaid, may make a notation on such Debt
Security of the payment of the redeemed portion thereof.


         SECTION 13.8.     SPECIAL EVENT REDEMPTION.

         If a Special Event has occurred and is continuing, then, unless
otherwise specified pursuant to Section 3.1 for the Debt Securities of any
series, notice of redemption shall be given by the Company, or at the Company's
request, by the Trustee in the name and at the expense of the Company, in the
manner provided in Section 1.5, to the Holders of such Debt Securities not less
than 30 days nor more than 60 days prior to the Redemption Date. Such redemption
shall be, in whole but not in part, for cash



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<PAGE>   93

within 180 days following the occurrence of such Special Event (the "180-Day
Period") at a redemption price equal to 100% of the principal amount to be
redeemed plus any accrued and unpaid interest thereon to the date of such
redemption plus Deferred Payments, if any (the "Special Redemption Price"),
provided that if at the time there is available to the Company the opportunity
to eliminate, within the 180-Day Period, a Tax Event by taking some ministerial
action (a "Ministerial Action"), such as filing a form or making an election, or
pursuing some other similar reasonable measure which has no adverse effect on
the Company, the related RGA Capital Trust or the holders of the Trust
Securities issued by such RGA Capital Trust, the Company shall pursue such
Ministerial Action in lieu of redemption, and, provided further, that the
Company shall have no right to redeem the Debt Securities while it is pursuing
any Ministerial Action pursuant to its obligations hereunder. The Special
Redemption Price shall be paid prior to 12:00 noon, New York time, on the date
of such redemption or such earlier time as the Company determines, provided that
the Company shall deposit with the Trustee an amount sufficient to pay the
Special Redemption Price by 10:00 a.m., New York time, on the date such Special
Redemption Price is to be paid.


                                  ARTICLE XIV.

                                 SINKING FUNDS

         SECTION 14.1.     APPLICABILITY OF ARTICLE.

         The provisions of this Article shall be applicable to any sinking fund
for the retirement of Debt Securities of a series except as otherwise specified
pursuant to Section 3.1 for Debt Securities of such series.

         The minimum amount of any sinking fund payment provided for by the
terms of Debt Securities of any series is herein referred to as a "mandatory
sinking fund payment," and any payment in excess of such minimum amount provided
for by the terms of Debt Securities of any series is herein referred to as an
"optional sinking fund payment." If provided for by the terms of Debt Securities
of any series, the amount of any cash sinking fund payment may be subject to
reduction as provided in Section 14.2. Each sinking fund payment shall be
applied to the redemption of Debt Securities of any series as provided for by
the terms of Debt Securities of such series.

         SECTION 14.2.     SATISFACTION OF MANDATORY SINKING FUND PAYMENTS WITH
DEBT SECURITIES.

         In lieu of making all or any part of a mandatory sinking fund payment
with respect to any Debt Securities of a series in cash, the Company may at its
option, at any time no more than sixteen months and no less than 45 days prior
to the date on which such sinking fund payment is due, deliver to the Trustee
Debt Securities of such series theretofore purchased or otherwise acquired by
the Company, except Debt Securities of such series which have been redeemed
through the application of mandatory sinking fund payments pursuant to the terms
of the Debt Securities of such series, accompanied by a Company Order
instructing the Trustee to credit such obligations and stating that the Debt
Securities of such series were originally issued by the Company by way of bona



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<PAGE>   94

fide sale or other negotiation for value, provided that such Debt Securities
shall not have been previously so credited. Such Debt Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Debt Securities for redemption through operation of the
sinking fund and the amount of such mandatory sinking fund payment shall be
reduced accordingly.

         SECTION 14.3.     REDEMPTION OF DEBT SECURITIES FOR SINKING FUND.

         Not less than 60 days prior to each sinking fund payment date for any
series of Debt Securities (unless a shorter period shall be satisfactory to the
Trustee), the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash in the Currency or Currencies in which the Debt
Securities of such series are denominated (except as provided pursuant to
Section 3.1) and the portion thereof, if any, which is to be satisfied by
delivering and crediting Debt Securities of such series pursuant to Section 14.2
and whether the Company intends to exercise its rights to make a permitted
optional sinking fund payment with respect to such series. Such certificate
shall be irrevocable and upon its delivery the Company shall be obligated to
make the cash payment or payments therein referred to, if any, on or before the
next succeeding sinking fund payment date. In the case of the failure of the
Company to deliver such certificate, the sinking fund payment due on the next
succeeding sinking fund payment date for such series shall be paid entirely in
cash and shall be sufficient to redeem the principal amount of the Debt
Securities of such series subject to a mandatory sinking fund payment without
the right to deliver or credit Debt Securities as provided in Section 14.2 and
without the right to make any optional sinking fund payment with respect to such
series at such time.

         Any sinking fund payment or payments (mandatory or optional) made in
cash plus any unused balance of any preceding sinking fund payments made with
respect to the Debt Securities of any particular series shall be applied by the
Trustee (to the extent it is acting as a Paying Agent with respect to Dollars)
or other Paying Agent appointed by the Company (or by the Company if the Company
is acting as its own Paying Agent) on the sinking fund payment date on which
such payment is made (or, if such payment is made before a sinking fund payment
date, on the sinking fund payment date immediately following the date of such
payment) to the redemption of Debt Securities of such series at the Redemption
Price specified in such Debt Securities with respect to the sinking fund. Any
sinking fund moneys not so applied or allocated by the Trustee (to the extent it
is acting as a Paying Agent with respect to Dollars) or other Paying Agent
appointed by the Company (or by the Company if the Company is acting as its own
Paying Agent) to the redemption of Debt Securities shall be added to the next
sinking fund payment received by the Trustee (to the extent it is acting as a
Paying Agent with respect to Dollars) or other Paying Agent appointed by the
Company (or if the Company is acting as its own Paying Agent, segregated and
held in trust as provided in Section 12.4) for such series and, together with
such payment (or such amount so segregated) shall be applied in accordance with
the provisions of this Section. Any and all sinking fund moneys with respect to
the Debt Securities of any particular series held by the Trustee (to the extent
it is acting as a Paying Agent with respect to Dollars) or other Paying Agent
appointed by the Company (or if the Company is acting as its own Paying Agent,
segregated and held in trust as provided in Section 12.4) on the last sinking
fund



                                       87
<PAGE>   95

payment date with respect to Debt Securities of such series and not held for the
payment or redemption of particular Debt Securities of such series shall be
applied by the Trustee (to the extent it is acting as a Paying Agent with
respect to Dollars) or other Paying Agent appointed by the Company (or by the
Company if the Company is acting as its own Paying Agent), together with other
moneys, if necessary, to be deposited (or segregated) sufficient for the
purpose, to the payment of the principal of the Debt Securities of such series
at Maturity.

         The Trustee shall select or cause to be selected the Debt Securities to
be redeemed upon such sinking fund payment date in the manner specified in
Section 13.3 and the Company shall cause notice of the redemption thereof to be
given in the manner provided in Section 13.4. Such notice having been duly
given, the redemption of such Debt Securities shall be made upon the terms and
in the manner stated in Section 13.6.

         On or before 10:00 a.m. (New York City time) on each sinking fund
payment date, the Company shall pay to the Trustee (to the extent it is acting
as a Paying Agent with respect to Dollars) or other Paying Agent appointed by
the Company (or, if the Company is acting as its own Paying Agent, the Company
shall segregate and hold in trust as provided in Section 12.4) in cash a sum, in
the Currency or Currencies in which Debt Securities of such series are
denominated (except as provided pursuant to Sections 3.1 or 3.10), equal to the
principal and any interest accrued to the Redemption Date for Debt Securities or
portions thereof to be redeemed on such sinking fund payment date pursuant to
this Section.

         Neither the Trustee, any Paying Agent nor the Company shall redeem any
Debt Securities of a series with sinking fund moneys or mail any notice of
redemption of Debt Securities of such series by operation of the sinking fund
for such series during the continuance of a default in payment of interest, if
any, on any Debt Securities of such series or of any Event of Default (other
than an Event of Default occurring as a consequence of this paragraph) with
respect to the Debt Securities of such series, except that if the notice of
redemption shall have been provided in accordance with the provisions hereof,
the Trustee or applicable Paying Agent (or the Company, if the Company is then
acting as its own Paying Agent) shall redeem such Debt Securities if cash
sufficient for that purpose shall be deposited with the Trustee or such other
Paying Agent as provided above (or segregated by the Company) for that purpose
in accordance with the terms of this Article. Except as aforesaid, any moneys in
the sinking fund for such series at the time when any such default or Event of
Default shall occur and any moneys thereafter paid into such sinking fund shall,
during the continuance of such default or Event of Default, be held as security
for the payment of the Debt Securities of such series; provided, however, that
in case such default or Event of Default shall have been cured or waived as
provided herein, such moneys shall thereafter be applied on or prior to the next
sinking fund payment date for the Debt Securities of such series on which such
moneys may be applied pursuant to the provisions of this Section.



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                                   ARTICLE XV.

                                   DEFEASANCE

         SECTION 15.1.     APPLICABILITY OF ARTICLE.

         If, pursuant to Section 3.1, provision is made for the defeasance of
Debt Securities of a series, and if the Debt Securities of such series are
Registered Securities and denominated and payable only in Dollars (except as
provided pursuant to Section 3.1 and subject to the proviso in the last sentence
of this paragraph) then the provisions of this Article shall be applicable
except as otherwise specified pursuant to Section 3.1 for Debt Securities of
such series. Defeasance provisions, if any, for Debt Securities denominated
and/or payable in a Foreign Currency or Currencies may be specified pursuant to
Section 3.1; provided, however, that nothing herein or therein shall obligate
the Trustee (without its consent, at its sole option) to hold or maintain any
account, or act as Paying Agent with respect to, any Foreign Currency or
Currencies.

         SECTION 15.2.     DEFEASANCE UPON DEPOSIT OF MONEYS OR U.S. GOVERNMENT
OBLIGATIONS.

         At the Company's option, either (a) the Company shall be deemed to have
been Discharged (as defined below) from its obligations with respect to Debt
Securities of any series ("legal defeasance option") or (b) the Company shall
cease to be under any obligation to comply with any term, provision or condition
set forth in Section 10.1 with respect to Debt Securities of any series (and, if
so specified pursuant to Section 3.1, any other obligation of the Company or
restrictive covenant added for the benefit of such series pursuant to Section
3.1) ("covenant defeasance option") at any time after the applicable conditions
set forth below have been satisfied:

                  (1)      the Company shall have deposited or caused to be
         deposited irrevocably with the Trustee as trust funds in trust,
         specifically pledged as security for, and dedicated solely to, the
         benefit of the Holders of the Debt Securities of such series (i) money
         in an amount, or (ii) U.S. Government Obligations (as defined below)
         which through the payment of interest and principal in respect thereof
         in accordance with their terms will provide, not later than one day
         before the due date of any payment, money in an amount, or (iii) a
         combination of (i) and (ii), sufficient, in the opinion (with respect
         to (i) and (ii)) of a nationally recognized firm of independent public
         accountants expressed in a written certification thereof delivered to
         the Trustee, to pay and discharge each installment of principal
         (including any mandatory sinking fund payments) of and premium, if any,
         and interest on, the Outstanding Debt Securities of such series on the
         dates such installments of interest or principal and premium are due;

                  (2)      such deposit shall not cause the Trustee with respect
         to the Debt Securities of that series to have a conflicting interest as
         defined in Section 6.8 and for purposes of the Trust Indenture Act with
         respect to the Debt Securities of any series;



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<PAGE>   97

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

                  (4)      if the Debt Securities of such series are then listed
         on any national securities exchange or included in Nasdaq, the Company
         shall have delivered to the Trustee an Opinion of Counsel or a letter
         or other document from such exchange to the effect that the Company's
         exercise of its option under this Section would not cause such Debt
         Securities to be delisted or would not cause the inclusion of such Debt
         Securities to be terminated, as applicable;

                  (5)      no Event of Default or event (including such deposit)
         which, with notice or lapse of time or both, would become an Event of
         Default with respect to the Debt Securities of such series shall have
         occurred and be continuing on the date of such deposit and, with
         respect to the legal defeasance option only, no Event of Default under
         Section 5.1(6) or Section 5.1(7) or event which with the giving of
         notice or lapse of time, or both, would become an Event of Default
         under Section 5.1(6) or Section 5.1(7) shall have occurred and be
         continuing on the 91st day after such date;

                  (6)      the Company shall have delivered to the Trustee an
         Opinion of Counsel or a ruling from the Internal Revenue Service to the
         effect that the Holders of the Debt Securities of such series will not
         recognize income, gain or loss for Federal income tax purposes as a
         result of such deposit, defeasance or Discharge; and

                  (7)      no event or condition shall exist that, pursuant to
         the provisions of Article XVII, would prevent the Company from making
         payments of the principal of (and premium, if any) or interest on the
         Securities of such series on the date of such deposit.

Notwithstanding the foregoing, if the Company exercises its covenant defeasance
option and an Event of Default under Section 5.1(6) or Section 5.1(7) or event
which with the giving of notice or lapse of time, or both, would become an Event
of Default under Section 5.1(6) or Section 5.1(7) shall have occurred and be
continuing on the 91st day after the date of such deposit, the obligations of
the Company referred to under the definition of covenant defeasance option with
respect to such Debt Securities shall be reinstated.

Notwithstanding the Company's exercise of the covenant defeasance option, the
Company may subsequently exercise the legal defeasance option.

         "Discharged" means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by, and obligations under, the
Debt Securities of such series and to have satisfied all the obligations under
this Indenture relating to the Debt Securities of such series (and the Trustee,
at the expense of the Company, shall execute proper instruments acknowledging
the same), except (A) the rights of Holders of Debt Securities of such series to
receive, from the trust fund described in clause (1) above, payment of the
principal of (and premium, if any) and



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<PAGE>   98

interest on such Debt Securities when such payments are due, (B) the Company's
obligations with respect to the Debt Securities of such series under Sections
3.4, 3.5, 3.6, 12.3 and 15.3 and (C) the rights, powers, trusts, duties and
immunities of the Trustee hereunder.

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

         SECTION 15.3.     DEPOSITED MONEYS AND U.S. GOVERNMENT OBLIGATIONS TO
BE HELD IN TRUST.

         All moneys and U.S. Government Obligations deposited with the Trustee
pursuant to Section 15.2 in respect of Debt Securities of a series shall be held
in trust and applied by it, in accordance with the provisions of such Debt
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of such Debt Securities, of all sums due
and to become due thereon for principal (and premium, if any) and interest, if
any, but such money need not be segregated from other funds except to the extent
required by law.

         SECTION 15.4.     REPAYMENT TO COMPANY.

         The Trustee and any Paying Agent shall promptly pay or return to the
Company upon Company Request any moneys or U.S. Government Obligations held by
them at any time that are not required for the payment of the principal of (and
premium, if any) and interest on the Debt Securities of any series for which
money or U.S. Government Obligations have been deposited pursuant to Section
15.2.

         The provisions of the last paragraph of Section 12.4 shall apply to any
money held by the Trustee or any Paying Agent under this Article that remains
unclaimed for two years after the Maturity of any series of Debt Securities for
which money or U.S. Government Obligations have been deposited pursuant to
Section 15.2.



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                                  ARTICLE XVI.

                                   CONVERSION

         SECTION 16.1.     APPLICABILITY; CONVERSION PRIVILEGE.

         Except as otherwise specified pursuant to Section 3.1 for Debt
Securities of any series, the provisions of this Article XVI shall be applicable
to any Debt Securities that are convertible into Common Stock. If so provided
pursuant to Section 3.1 with respect to the Debt Securities of any series, the
Holder of a Debt Security of such series shall have the right, at such Holder's
option, to convert, in accordance with the terms of such series of Debt
Securities and this Article XVI, all or any part (in a denomination of, unless
otherwise specified pursuant to Section 3.1 with respect to Securities of such
series, $1,000 in principal amount or any integral multiple of such amount, as
applicable) of such Debt Security into shares of Common Stock or, as to any Debt
Securities called for redemption, at any time prior to the time and date fixed
for such redemption (unless the Company shall default in the payment of the
Redemption Price, in which case such right shall not terminate at such time and
date).

         SECTION 16.2.     CONVERSION PROCEDURE; CONVERSION PRICE; FRACTIONAL
SHARES.

         (a) Each Debt Security to which this Article is applicable shall be
convertible at the office of the Conversion Agent, and at such other place or
places, if any, specified pursuant to Section 3.1 with respect to the Debt
Securities of such series, into fully paid and nonassessable shares (calculated
to the nearest 1/100th of a share) of Common Stock. The Debt Securities will be
converted into shares of Common Stock at the Conversion Price therefor. No
payment or adjustment shall be made in respect of dividends on the Common Stock
or accrued interest on a converted Debt Security except as described in Section
16.9. The Company may, but shall not be required, in connection with any
conversion of Debt Securities, to issue a fraction of a share of Common Stock
and, if the Company shall determine not to issue any such fraction, the Company
shall, subject to Section 16.3(4), make a cash payment (calculated to the
nearest cent) equal to such fraction multiplied by the Closing Price of the
Common Stock on the last Trading Day prior to the date of conversion.

         (b) Before any Holder of a Debt Security shall be entitled to convert
the same into Common Stock, such Holder shall surrender such Debt Security duly
endorsed to the Company or in blank, at the office of the Conversion Agent or at
such other place or places, if any, specified pursuant to Section 3.1, and shall
deliver a Conversion Request to the Conversion Agent at said office or place
that he elects to convert the same and shall state in writing therein the
principal amount of Debt Securities to be converted and the name or names (with
addresses) in which he wishes the certificate or certificates for Common Stock
to be issued; provided, however, that no Debt Security or portion thereof shall
be accepted for conversion unless the principal amount of such Debt Security or
such portion, when added to the principal amount of all other Debt Securities or
portions thereof then being surrendered by the Holder thereof for conversion,
exceeds the then effective Conversion Price with respect thereto. If more than
one Debt Security shall be surrendered for conversion at one time by the same
Holder, the number of full shares of Common Stock which shall be deliverable
upon conversion shall be computed







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<PAGE>   100
on the basis of the aggregate principal amount of the Debt Securities (or
specified portions thereof to the extent permitted thereby) so surrendered.
Subject to the next succeeding sentence, the Company will, as soon as
practicable thereafter, issue and deliver at said office or place to such Holder
of a Debt Security, or to his nominee or nominees, certificates for the number
of full shares of Common Stock to which he shall be entitled as aforesaid,
together, subject to the last sentence of paragraph (a) above, with cash in lieu
of any fraction of a share to which he would otherwise be entitled. In addition,
a holder of Preferred Securities may exercise its right under the Trust
Agreement to exchange such Preferred Securities for Debt Securities which shall
be converted into Common Stock by delivering to the Conversion Agent a
Conversion Request setting forth the information called for by the first
sentence of this paragraph (b) and directing the Conversion Agent (i) to
exchange such Preferred Security for a portion of the Debt Securities held by
the applicable RGA Capital Trust (at an exchange rate of $__ principal amount of
Debt Securities for each Preferred Security) and (ii) to immediately convert
such Debt Securities, on behalf of the Holder, into Common Stock pursuant to
this Article XVI and, if such Preferred Securities are in certificate form,
surrendering such Preferred Securities, duly endorsed to the Company or in
blank. Unless otherwise specified for a series of Debt Securities pursuant to
Section 3.1, so long as any Preferred Securities of a related RGA Capital Trust
are outstanding, the RGA Capital Trust shall not convert any Debt Securities
except pursuant to a Conversion Request delivered to the Conversion Agent by a
holder of Preferred Securities of the applicable RGA Capital Trust. The Company
shall not be required to deliver certificates for shares of Common Stock while
the stock transfer books for such stock or the Security Register are duly closed
for any purpose, but certificates for shares of Common Stock shall be issued and
delivered as soon as practicable after the opening of such books or Security
Register. A Debt Security shall be deemed to have been converted as of the close
of business on the date of the surrender of such Debt Security for conversion as
provided above, and the Person or Persons entitled to receive the Common Stock
issuable upon such conversion shall be treated for all purposes as the record
Holder or Holders of such Common Stock as of the close of business on such date.
In case any Debt Security shall be surrendered for partial conversion, the
Company shall execute and the Trustee shall authenticate and deliver to or upon
the written order of the Holder of the Debt Securities so surrendered, without
charge to such Holder (subject to the provisions of Section 16.8), a new Debt
Security or Securities in authorized denominations in an aggregate principal
amount equal to the unconverted portion of the surrendered Debt Security.

         SECTION 16.3. ADJUSTMENT OF CONVERSION PRICE FOR COMMON STOCK.

         The Conversion Price with respect to any Debt Security which is
convertible into Common Stock shall be adjusted from time to time as follows:

                  (1)  In case the Company shall, at any time or from time to
         time while any of such Debt Securities are outstanding, (i) pay a
         dividend in shares of its Common Stock to holders of Common Stock, (ii)
         combine its outstanding shares of Common Stock into a smaller number of
         shares of Common Stock, (iii) subdivide its outstanding shares of
         Common Stock into a greater number of shares of Common Stock or (iv)
         make a distribution in shares of Common Stock to holders of Common
         Stock, then the Conversion Price in effect immediately



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<PAGE>   101

         before such action shall be adjusted so that the Holders of such Debt
         Securities, upon conversion thereof into Common Stock immediately
         following such event, shall be entitled to receive the kind and amount
         of shares of capital stock of the Company which they would have owned
         or been entitled to receive upon or by reason of such event if such
         Debt Securities had been converted immediately before the record dated
         (or, if no record date, the effective date) for such event. An
         adjustment made pursuant to this Section 16.3(1) shall become effective
         retroactively immediately after the record date in the case of a
         dividend or distribution and shall become effective retroactively
         immediately after the effective date in the case of a subdivision or
         combination. For the purposes of this Section 16.3(1), each Holder of
         Debt Securities shall be deemed to have failed to exercise any right to
         elect the kind or amount of securities receivable upon the payment of
         any such dividend, subdivision, combination or distribution (provided
         that if the kind or amount of securities receivable upon such dividend,
         subdivision, combination or distribution is not the same for each
         nonelecting share, then the kind and amount of securities or other
         property receivable upon such dividend, subdivision, combination or
         distribution for each nonelecting share shall be deemed to be the kind
         and amount so receivable per share by a plurality of the nonelecting
         shares).

                  (2) In case the Company shall, at any time or from time to
         time while any of such Debt Securities are outstanding, issue rights or
         warrants to all holders of shares of its Common Stock entitling them
         (for a period expiring within 45 days after the record date for such
         issuance) to subscribe for or purchase shares of Common Stock (or
         securities convertible into shares of Common Stock) at a price per
         share less than the Current Market Price of the Common Stock at such
         record date (treating the price per share of the securities convertible
         into Common Stock as equal to (x) the sum of (i) the price for a unit
         of the security convertible into Common Stock and (ii) any additional
         consideration initially payable upon the conversion of such security
         into Common Stock divided by (y) the number of shares of Common Stock
         initially underlying such convertible security), the Conversion Price
         with respect to such Debt Securities shall be adjusted so that it shall
         equal the price determined by dividing the Conversion Price in effect
         immediately prior to the date of issuance of such rights or warrants by
         a fraction, the numerator of which shall be the number of shares of
         Common Stock outstanding on the date of issuance of such rights or
         warrants plus the number of additional shares of Common Stock offered
         for subscription or purchase (or into which the convertible securities
         so offered are initially convertible), and the denominator of which
         shall be the number of shares of Common Stock outstanding on the date
         of issuance of securities which the aggregate offering price of the
         total number of shares of securities so offered for subscription or
         purchase (or the aggregate purchase price of the convertible securities
         so offered plus the aggregate amount of any additional consideration
         initially payable upon conversion of such securities into Common Stock)
         would purchase at such Current Market Price of the Common Stock. Such
         adjustment shall become effective retroactively immediately after the
         record date for the determination of shareholders entitled to receive
         such rights or warrants.



                                       94

<PAGE>   102

                  (3) In the case the Company shall, at any time or from time to
         time while any of such Debt Securities are outstanding, distribute to
         all holders of shares of its Common Stock (including any such
         distribution made in connection with a consolidation or merger in which
         the Company is the continuing corporation and the Common Stock is not
         changed or exchanged) cash, evidences of its indebtedness, securities
         or assets (excluding (i) regular periodic cash dividends in amounts, if
         any, determined from time to time by the Board of Directors, (ii)
         dividends payable in shares of Common Stock for which adjustment is
         made under Section 16.3(1) or (iii) rights or warrants to subscribe for
         or purchase securities of the Company (excluding those referred to in
         Section 16.3(2))), then in each such case the Conversion Price with
         respect to such Debt Securities determined by dividing the Conversion
         Price in effect immediately prior to the date of such distribution by a
         fraction, the numerator of which shall be the Current Market Price of
         the Common Stock on the record date referred to below, and the
         denominator of which shall be such Current Market Price of the Common
         Stock less the then fair market value (as determined by the Board of
         Directors of the Company, whose determination shall be conclusive) of
         the portion of the cash or assets or evidences of indebtedness or
         securities so distributed or of such subscription rights or warrants
         applicable to one share of Common Stock (provided that such denominator
         shall never be less than 1.0); provided however, that no adjustment
         shall be made with respect to any distribution of rights to purchase
         securities of the Company if a Holder of Debt Securities would
         otherwise be entitled to receive such rights upon conversion at any
         time of such Debt Securities into Common Stock unless such rights are
         subsequently redeemed by the Company, in which case such redemption
         shall be treated for purposes of this section as a dividend on the
         Common Stock. Such adjustment shall become effective retroactively
         immediately after the record date for the determination of shareholders
         entitled to receive such distribution; and in the event that such
         distribution is not so made, the Conversion Price shall again be
         adjusted to the Conversion Price which would then be in effect if such
         record date had not been fixed.

                  (4) The Company shall be entitled to make such additional
         adjustments in the Conversion Price, in addition to those required by
         subsections 16.3(1), 16.3(2), and 16.3(3), as shall be necessary in
         order that any dividend or distribution of Common Stock, any
         subdivision, reclassification or combination of shares of Common Stock
         or any issuance of rights or warrants referred to above shall not be
         taxable to the holders of Common Stock for United States Federal income
         tax purposes.

                  (5) In any case in which this Section 16.3 shall require that
         any adjustment be made effective as of or retroactively immediately
         following a record date, the Company may elect to defer (but only for
         five (5) Trading Days following the filing of the statement referred to
         in Section 16.5) issuing to the Holder of any Debt Securities converted
         after such record date the shares of Common Stock and other capital
         stock of the Company issuable upon such conversion over and above the
         shares of Common Stock and other capital stock of the Company issuable
         upon such conversion on the basis of the Conversion Price prior to
         adjustment; provided, however, that the Company shall deliver to




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         such Holder a due bill or other appropriate instrument evidencing such
         Holder's right to receive such additional shares upon the occurrence of
         the event requiring such adjustment.

                  (6) All calculations under this Section 16.3 shall be made to
         the nearest cent or one-hundredth of a share of security, with one-half
         cent and 0.005 of a share, respectively, being rounded upward.
         Notwithstanding any other provision of this Section 16.3, the Company
         shall not be required to make any adjustment of the Conversion Price
         unless such adjustment would require an increase or decrease of at
         least 1% of such price. Any lesser adjustment shall be carried forward
         and shall be made at the time of and together with the next subsequent
         adjustment which, together with any adjustment or adjustments so
         carried forward, shall amount to an increase or decrease of at least 1%
         in such price. Any adjustments under this Section 16.3 shall be made
         successively whenever an event requiring such an adjustment occurs.

                  (7) In the event that at any time, as a result of an
         adjustment made pursuant to this Section 16.3, the Holder of any Debt
         Security thereafter surrendered for conversion shall become entitled to
         receive any shares of stock of the Company other than shares of Common
         Stock into which the Debt Securities originally were convertible, the
         Conversion Price of such other shares so receivable upon conversion of
         any such Debt Security shall be subject to adjustment from time to time
         in a manner and on terms as nearly equivalent as practicable to the
         provisions with respect to Common Stock contained in subparagraphs (1)
         through (6) of this Section 16.3, and the provisions of Sections 16.1,
         16.2 and 16.4 through 16.9 with respect to the Common Stock shall apply
         on like or similar terms to any such other shares and the determination
         of the Board of Directors as to any such adjustment shall be
         conclusive.

                  (8) No adjustment shall be made pursuant to this Section: (i)
         if the effect thereof would be to reduce the Conversion Price below the
         par value (if any) of the Common Stock or (ii) subject to 16.3(5)
         hereof, with respect to any Debt Security that is converted prior to
         the time such adjustment otherwise would be made.

         SECTION 16.4.     CONSOLIDATION OR MERGER OF THE COMPANY.

         In case of either (a) any consolidation or merger to which the Company
is a party, other than a merger or consolidation in which the company is the
surviving or continuing corporation and which does not result in a
reclassification of, or change (other than a change in par value or from par
value to no par value or from no par value to par value, as a result of a
subdivision or combination) in, outstanding shares of Common Stock or (b) any
sale or conveyance of all or substantially all of the property and assets of the
Company to another Person, then each Debt Security then outstanding shall be
convertible from and after such merger, consolidation, sale or conveyance of
property and assets into the kind and amount of shares of stock or other
securities and property (including cash) receivable upon such consolidation,
merger, sale or conveyance by a holder of the number of shares of Common Stock
into which such Debt



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<PAGE>   104

Securities would have been converted immediately prior to such consolidation,
merger, sale or conveyance, subject to adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Article
XVI (and assuming such holder of Common Stock failed to exercise his rights of
election, if any, as to the kind or amount of securities, cash or other property
(including cash) receivable upon such consolidation, merger, sale or conveyance
(provided that, if the kind or amount of securities, cash or other property
(including cash) receivable upon such consolidation, merger, sale or conveyance
is not the same for each nonelecting share, then the kind and amount of
securities, cash or other property (including cash) receivable upon such
consolidation, merger, sale or conveyance for each nonelecting share shall be
deemed to be the kind and amount so receivable per share by a plurality of the
nonelecting shares or securities)). The Company shall not enter into any of the
transactions referred to in clause (a) or (b) of the preceding sentence unless
effective provision shall be made so as to give effect to the provisions set
forth in this Section 16.4. The provisions of this Section 16.4 shall apply
similarly to successive consolidations, mergers, sales or conveyances.

         SECTION 16.5. NOTICE OF ADJUSTMENT.

         Whenever an adjustment in the Conversion Price with respect to a series
of Debt Securities is required:

                  (1)  the Company shall forthwith place on file with the
         Trustee and any Conversion Agent for such Securities a certificate of
         the Treasurer of the Company, stating the adjusted Conversion Price
         determined as provided herein and setting forth in reasonable detail
         such facts as shall be necessary to show the reason for and the manner
         of computing such adjustment, such certificate to be conclusive
         evidence that the adjustment is correct; and

                  (2) a notice stating that the Conversion Price has been
         adjusted and setting forth the adjusted Conversion Price shall
         forthwith be given by the Company, or at the Company's request, by the
         Trustee in the name and at the expense of the Company, in the manner
         provided in Section 1.5. Any notice so given shall be conclusively
         presumed to have been duly given, whether or not the Holder receives
         such notice.

         SECTION 16.6. NOTICE IN CERTAIN EVENTS.

         In case:

                  (1)  of a consolidation or merger to which the Company is a
         party and for which approval of any shareholders of the Company is
         required, or of the sale or conveyance to another Person or entity or
         group of Persons or entities acting in concert as a partnership,
         limited partnership, syndicate or other group (within the meaning of
         Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of
         all or substantially all of the property and assets of the Company; or



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                  (2) of the voluntary or involuntary dissolution, liquidation
         or winding up of the Company; or

                  (3) of any action triggering an adjustment of the Conversion
         Price pursuant to this Article XVI;

then, in each case, the Company shall cause to be filed with the Trustee and the
Conversion Agent for the applicable Debt Securities, and shall cause to be
given, to the Holders of record of applicable Debt Securities in the manner
provided in Section 1.5, at least fifteen (15) days prior to the applicable date
hereinafter specified, a notice stating (x) the date on which a record is to be
taken for the purpose of any distribution or grant of rights or warrants
triggering an adjustment to the Conversion Price pursuant to this Article XVI,
or, if a record is not to be taken, the date as of which the holders of record
or Common Stock entitled to such distribution, rights or warrants are to be
determined, or (y) the date on which any reclassification, consolidation,
merger, sale, conveyance, dissolution, liquidation or winding up triggering an
adjustment to the Conversion Price pursuant to this Article XVI is expected to
become effective, and the date as of which it is expected that holders of Common
Stock of record shall be entitled to exchange their Common Stock for securities
or other property deliverable upon such reclassification, consolidation, merger,
sale, conveyance, dissolution, liquidation or winding up.

         Failure to give such notice or any defect therein shall not affect the
legality or validity of the proceedings described in clause (1), (2), or (3) of
this Section.

         SECTION 16.7.     COMPANY TO RESERVE STOCK; REGISTRATION; LISTING.

         (a) The Company shall at all times reserve and keep available, free
from preemptive rights, out of its authorized but unissued shares of Common
Stock, for the purpose of effecting the conversion of the Debt Securities, such
number of its duly authorized shares of Common Stock as shall from time to time
be sufficient to effect the conversion of all applicable outstanding Debt
Securities into such Common Stock at any time (assuming that, at the time of the
computation of such number of shares or securities, all such Debt Securities
would be held by a single holder); provided, however, that nothing contained
herein shall preclude the Company from satisfying its obligations in respect of
the conversion of the Debt Securities by delivery of purchased shares of Common
Stock which are held in the treasury of the Company. The Company shall from time
to time, in accordance with the laws of the State of Delaware, use its best
efforts to cause the authorized amount of the Common Stock to be increased if
the aggregate of the authorized amount of the Common Stock remaining unissued
and the issued shares of such Common Stock in its treasury (other than any such
shares reserved for issuance in any other connection) shall not be sufficient to
permit the conversion of all Debt Securities.

         (b) If any shares of Common Stock which would be issuable upon
conversion of Debt Securities hereunder require registration with or approval of
any governmental authority before such shares or securities may be issued upon
such conversion, the Company will in good faith and as expeditiously as possible
endeavor to cause such shares or securities to be duly registered or approved,
as the case may be. The Company will endeavor to list the shares of Common Stock
required to be delivered

                                       98


<PAGE>   106

upon conversion of the Debt Securities prior to such delivery upon the principal
national securities exchange upon which the outstanding Common Stock is listed
at the time of such delivery.

         SECTION 16.8.     TAXES ON CONVERSION.

         The Company shall pay any and all documentary, stamp or similar issue
or transfer taxes that may be payable in respect of the issue or delivery of
shares of Common Stock on conversion of Debt Securities pursuant hereto. The
Company shall not, however, be required to pay any such tax which may be payable
in respect of any transfer involved in the issue or delivery of shares of Common
Stock or the portion, if any, of the Debt Securities which are not so converted
in a name other than that in which the Debt Securities so converted were
registered (in case of Registered Securities), and no such issue or delivery
shall be made unless and until the Person requesting such issue has paid to the
Company the amount of such tax or has established to the satisfaction of the
Company that such tax has been paid.

         SECTION 16.9.     CONVERSION AFTER RECORD DATE.

         If any Debt Securities are surrendered for conversion subsequent to the
record date preceding an Interest Payment Date but on or prior to such Interest
Payment Date (except Debt Securities called for redemption on a Redemption Date
between such record date and Interest Payment Date), the Holder of such Debt
Securities at the close of business on such record date shall be entitled to
receive the interest payable on such Debt Securities on such Interest Payment
Date notwithstanding the conversion thereof. Debt Securities surrendered for
conversion during the period from the close of business on any record date next
preceding any Interest Payment Date to the opening of business on such Interest
Payment Date shall (except in the case of Debt Securities which have been called
for redemption on a Redemption Date within such period) be accompanied by
payment in New York Clearing House funds or other funds and in the Currency
acceptable to the Company of an amount equal to the interest payable on such
Interest Payment Date on the Debt Securities being surrendered for conversion.
Except as provided in this Section 16.9, no adjustments in respect of payments
of interest on Debt Securities surrendered for conversion or any dividends or
distributions of interest on the Common Stock issued upon conversion shall be
made upon the conversion of any Debt Securities.

         SECTION 16.10.    COMPANY DETERMINATION FINAL.

         Any determination that the Company or the Board of Directors must make
pursuant to this Article is conclusive.

         SECTION 16.11.    TRUSTEE'S DISCLAIMER.

         The Trustee has no duty to determine when an adjustment under this
Article should be made, how it should be made or what it should be. The Trustee
makes no representation as to the validity or value of any securities or assets
issued upon conversion of Debt Securities. The Trustee shall not be responsible
for the Company's



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<PAGE>   107

failure to comply with this Article. Each Conversion Agent other than the
Company shall have the same protection under this Section as the Trustee.

                                  ARTICLE XVII.

                                  SUBORDINATION

         SECTION 17.1.     AGREEMENT TO SUBORDINATE.

         The Company agrees, and each Holder by accepting any Debt Securities
agrees, that, unless otherwise specified pursuant to Section 3.1 hereof with
respect to any series of Debt Securities, the indebtedness evidenced by the Debt
Securities is subordinated in right of payment, to the extent and in the manner
provided in this Article XVII, to the prior payment in full of all Senior
Indebtedness, and that the subordination is for the benefit of, and shall be
enforceable directly by, the holders of Senior Indebtedness, without any act or
notice of acceptance hereof or reliance hereon.

         SECTION 17.2.     CERTAIN DEFINITIONS.

         "Senior Indebtedness" means the principal, premium, if any, and
interest on (i) all indebtedness of the Company, whether outstanding on the date
hereof or thereafter created, incurred or assumed (including, without
limitation, such indebtedness issued or to be issued under the Company's Senior
Indenture and Subordinated Indenture dated ___________, 200_), that is for
borrowed money, or evidenced by a note or similar instrument given in connection
with the acquisition of any business, properties or assets, including
securities, (ii) any indebtedness of any other Person of the kind described in
the preceding clause (i) for the payment of which the Company is responsible or
liable as guarantor or otherwise and (iii) amendments, modifications, renewals,
extensions, deferrals and refundings of any such indebtedness. Senior
Indebtedness shall continue to be Senior Indebtedness and to be entitled to the
benefits of the subordination provisions of this Article XVII irrespective of
any amendment, modification or waiver of any term of the Senior Indebtedness or
extension or renewal of the Senior Indebtedness. Notwithstanding anything to the
contrary in the foregoing, Senior Indebtedness shall not include (A)
indebtedness incurred for the purchase of goods or materials or for services
obtained in the ordinary course of business and (B) any indebtedness which by
its terms is expressly made pari passu with or subordinated to the Securities.

         SECTION 17.3.     LIQUIDATION; DISSOLUTION; BANKRUPTCY; ETC.

         Unless otherwise specified pursuant to Section 3.1 hereof with respect
to any series of Debt Securities, in the event of:

                  (1) any insolvency, bankruptcy, receivership, liquidation,
         reorganization, readjustment, composition or other similar proceeding
         relating to the Company, its creditors or its property;

                  (2) any proceeding for the liquidation, dissolution or other
         winding up of the Company, voluntary or involuntary, whether or not
         involving insolvency or bankruptcy proceedings;

                  (3) any assignment by the company for the benefit of
         creditors; or



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<PAGE>   108


                  (4) any other marshalling of the assets of the Company,

all Senior Indebtedness (including, without limitation, interest accruing after
the commencement of any such proceeding, assignment or marshalling of assets)
shall first be paid in full before any payment or distribution, whether in cash,
securities or other property, shall be made by the Company on account of the
Debt Securities. In any such event, any payment or distribution, whether in
cash, securities or other property (other than securities of the Company or any
other corporation provided for by a plan of reorganization or a readjustment,
the payment of which is subordinate, at least to the extent provided in the
subordination provisions of this Indenture with respect to the indebtedness
evidenced by the Debt Securities, to the payment of all Senior Indebtedness at
the time outstanding and to any securities issued in respect thereof under any
such plan of reorganization or readjustment), which would otherwise (but for the
provisions of this Article XVII) be payable or deliverable in respect of the
Debt Securities (including any such payment or distribution which may be payable
or deliverable by reason of the payment of any other indebtedness of the Company
being subordinated to the payment of the Securities) shall be paid or delivered
directly to the holders of Senior Indebtedness, or to their representative or
trustee, in accordance with the priorities then existing among such holders
until all Senior Indebtedness shall have been paid in full.

         SECTION 17.4.     DEFAULT ON SENIOR INDEBTEDNESS.

         If (i) the Company defaults in the payment of any principal of (or
premium, if any) or interest on any Senior Indebtedness when the same becomes
due and payable, whether at maturity or at a date fixed for prepayment or
declaration or otherwise or (ii) an event of default occurs with respect to any
Senior Indebtedness permitting the holders thereof to accelerate the maturity
thereof and written notice of such event of default (requesting that payments on
the Debt Securities cease) is given to the Company by the holders of Senior
Indebtedness, then unless and until such default in payment or event of default
shall have been cured or waived or shall have ceased to exist, no direct or
indirect payment (in cash, property or securities, by set-off or otherwise)
shall be made or agreed to be made on account of the Debt Securities or interest
thereon or in respect of any repayment, redemption, retirement, purchase or
other acquisition of the Debt Securities.


         SECTION 17.5.     WHEN DISTRIBUTION MUST BE PAID OVER.

         Unless otherwise specified pursuant to Section 3.1 hereof with respect
to any series of Debt Securities, if a distribution is made to the Trustee or
any Holder at a time when a Responsible Officer of the Trustee or such Holder
has actual knowledge that because of this Article XVII such distribution should
not have been made to it, the Trustee or such Holder who receives the
distribution shall hold it in trust for the benefit of, and, upon written
request, shall pay it over to, the holders of Senior Indebtedness as their
interests may appear, or their agent or representative or the trustee under the
indenture or other agreement (if any) pursuant to which Senior Indebtedness may
have been issued, as their respective interests may appear, for application to
the payment of all principal, premium, if any, and interest then payable with
respect to any Senior Indebtedness.



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<PAGE>   109

         With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform only such obligations on the part of the Trustee as are
specifically set forth in this Article XVII, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness, and shall not be
liable to any such holders if the Trustee shall pay over or distribute to or on
behalf of Holders or the Company or any other person money or assets to which
any holders of Senior Indebtedness shall be entitled by virtue of this Article
XVII, except if such payment is made as a result of the willful misconduct or
gross negligence of the Trustee.

         SECTION 17.6.     NOTICE BY COMPANY.

         The Company shall promptly notify in writing the Trustee and any Paying
Agent of any facts known to the Company that would cause a payment with respect
to the Debt Securities to violate this Article XVII, but failure to give such
notice shall not affect the subordination of the Debt Securities to the Senior
Indebtedness provided in this Article XVII.

         SECTION 17.7.     SUBROGATION.

         Senior Indebtedness shall not be deemed to have been paid in full
unless the holders thereof shall have received cash, securities or other
property equal to the amount of such Senior Indebtedness then outstanding. After
all Senior Indebtedness is paid in full and until the Debt Securities are paid
in full, Holders shall be subrogated (equally and ratably with all other
indebtedness as to which the right to receive payment is pari passu with the
Debt Securities) to the rights of holders of Senior Indebtedness to receive
distributions applicable to Senior Indebtedness to the extent that distributions
otherwise payable to the Holders have been applied to the payment of Senior
Indebtedness, and such payments or distributions received by any Holder of
Securities, by reason of such subrogation, of cash, securities or other property
which otherwise would be paid or distributed to the holders of Senior
Indebtedness, shall, as between the Company and its creditors other than the
holders of Senior Indebtedness, on the one hand, and the Holders of Debt
Securities, on the other, be deemed to be a payment by the Company on account of
Senior Indebtedness, and not on account of Debt Securities.

         SECTION 17.8.     RELATIVE RIGHTS.

         This Article XVII defines the relative rights of Holders and holders of
Senior Indebtedness.  Unless otherwise specified pursuant to Section 3.1 hereof
with respect to any series of Debt Securities, nothing in this Indenture shall:

                  (1) impair, as between the Company and Holders, the obligation
         of the Company, which is absolute and unconditional, to pay principal
         of and interest on the Debt Securities in accordance with their terms;

                  (2) affect the relative rights of Holders and creditors of the
         Company other than their rights in relation to holders of Senior
         Indebtedness; or


                                      102

<PAGE>   110

                  (3) prevent the Trustee or any Holder from exercising its
         available remedies upon a Default or Event of Default, subject to the
         rights of holders and owners of Senior Indebtedness to receive
         distributions and payments otherwise payable to Holders.

         If the Company fails because of this Article XVII to pay principal of
or interest on Debt Securities on the due date, the failure is still a Default
or Event of Default.

         SECTION 17.9.     SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY.

         No present or future holder of any Senior Indebtedness shall be
prejudiced in the right to enforce subordination of the indebtedness
constituting the Securities by any act or failure to act on the part of the
Company.

         SECTION 17.10.    DISTRIBUTION.

         Upon any payment or distribution of assets of the Company referred to
in this Article XVII, the Trustee and the Holders shall be entitled to rely upon
any order or decree made by any court of competent jurisdiction or upon any
certificate of the liquidating trustee or agent or other person making any
distribution to the Trustee or to the Holders for the purpose of ascertaining
the persons entitled to participate in such distribution, the holders of the
Senior Indebtedness and other Debt 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 XVII.

         SECTION 17.11.    RIGHTS OF TRUSTEE AND PAYING AGENT.

         Notwithstanding the provisions of this Article XVII or any other
provision of this Indenture, neither the Trustee nor any Paying Agent shall be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment or distribution by the Trustee or such Paying Agent, or
the taking of any action by the Trustee or such Paying Agent, and the Trustee or
such Paying Agent may continue to make payments on the Debt Securities unless,
in the case of the Trustee, and in the case of such Paying Agent as long as the
Trustee is such Paying Agent, a Responsible Officer shall have received at the
Corporate Trust Office of the Trustee, and in the case of a Paying Agent other
than the Trustee, it shall have received, in each case at least two Business
Days prior to the date of such payment, written notice of facts that would cause
any such payment with respect to the Securities to violate this Article XVII.
The Trustee or any Paying Agent, as applicable, shall promptly provide a copy of
such notice to the Holders. Nothing in this Article XVII shall limit the right
of the holders of Senior Indebtedness to recover payments as contemplated
elsewhere in this Article XVII or impair the claims of, or payments to, the
Trustee under or pursuant to Section 6.7 hereof.

         The Trustee in its individual or any other capacity may hold Senior
Indebtedness with the same rights it would have if it were not Trustee subject
to Trust Indenture Act Sections 310(b) and 311. Any Paying Agent may do the
same.


                                      103
<PAGE>   111


         SECTION 17.12.    AUTHORIZATION TO EFFECT SUBORDINATION.

         Each Holder of Debt Securities by his acceptance thereof authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in this Article XVII
(to the extent the same may be modified pursuant to Section 3.1 hereof with
respect to any series of Debt Securities), and appoints the Trustee his
attorney-in-fact for any and all such purposes.

                                 ARTICLE XVIII.

                            EXTENDED INTEREST PERIOD


         SECTION 18.1.     EXTENSION OF INTEREST PAYMENT PERIOD.

         So long as no Event of Default has occurred and is continuing, the
Company shall have the right, at any time and from time to time during the term
of the Debt Securities of any series, to defer payments of interest by extending
the interest payment period of such Debt Securities for an Extended Interest
Period not exceeding 20 consecutive quarters, during which Extended Interest
Period no interest shall be due and payable; provided that no Extended Interest
Period may extend beyond the Stated Maturity for the principal of the Debt
Securities of such series. At the end of the Extended Interest Period, the
Company shall calculate (and deliver such calculation to the Trustee) and pay on
the next Interest Payment Date all interest accrued and unpaid on the Debt
Securities of such series, including any Additional Payments and Additional
Interest (together, the "Deferred Payments") that shall be payable to the
Holders of Registered Securities of such series on the first Regular Record Date
after the end of the Extended Interest Period. Before the termination of any
Extended Interest Period, the Company may further extend such period, provided
that such period together with all such further extensions thereof shall not
exceed 20 consecutive quarters, or extend beyond the Maturity Date of such Debt
Securities. Upon the termination of any Extended Interest Period and upon the
payment of all Deferred Payments then due, the Company may commence a new
Extended Interest Period, subject to the foregoing requirements. No interest or
Additional Interest shall be due and payable during an Extended Interest Period,
except at the end thereof, but the Company may prepay at any time all or any
portion of the interest and Additional Interest accrued during an Extended
Interest Period.


         SECTION 18.2.     NOTICE OF EXTENSION.

         (a) If the Property Trustee is the only registered holder of a series
of the Debt Securities at the time the Company selects an Extended Interest
Period, the Company shall give written notice to the Administrative Trustees,
the Property Trustee and the Trustee of its selection of such Extended Interest
Period two Business Days before the earlier of (i) the next succeeding date on
which Distributions on the Trust Securities issued by the Trust are payable; or
(ii) the date the Trust is required to give notice of the record date, or the
date such Distributions are payable, to The New York Stock Exchange, Inc.,
Nasdaq or other applicable national exchange or self-regulatory organization or
to holders of the Preferred Securities issued by the Trust, but in any event at
least one Business Day before such record date.



                                      104
<PAGE>   112


         (b) If the Property Trustee is not the only holder of the Debt
Securities of a series at the time the Company selects an Extended Interest
Period, the Company shall give the Holders of such Debt Securities and the
Trustee written notice of its selection of such Extended Interest Period at
least two Business Days before the earlier of (i) the next succeeding Interest
Payment Date; or (ii) the date the Company is required to give notice of the
record or payment date of such interest payment to The New York Stock Exchange,
Nasdaq or other applicable national exchange or self-regulatory organization or
to holders of the Debt Securities.

         (c) The quarter in which any notice is given pursuant to paragraphs (a)
or (b) of this Section 18.2 shall be counted as one of the 20 quarters permitted
in the maximum Extended Interest Period permitted under Section 18.1.

         SECTION 18.3.     LIMITATION ON TRANSACTIONS.

         If (a) the Company shall exercise its right to defer payment of
interest as provided in Section 18.1; or (b) there shall have occurred any Event
of Default, then (i) the Company shall not declare or pay any dividend on, make
any distributions with respect to, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital stock (other than (A)
dividends or distributions in common stock of the Company, or any declaration of
a non-cash dividend in connection with the implementation of a shareholder
rights plan, or the issuance of stock under any such plan in the future, or the
redemption or repurchase of any such rights pursuant thereto, and (B) purchases
of common stock of the Company related to the rights under any of the Company's
benefit plans for its directors, officers or employees); (ii) the Company shall
not make any payment of principal of (and premium, if any) or interest on or
repay, repurchase or redeem any debt securities issued by the Company which rank
pari passu with or junior in interest to the Debt Securities of a series issued
under this Indenture; provided, however, that notwithstanding the foregoing the
Company may make payments pursuant to its obligations under the applicable
Preferred Securities Guarantee; and (iii) the Company shall not redeem, purchase
or acquire less than all of the Outstanding Debt Securities of such series or
any of the Preferred Securities associated with such Debt Securities.


         SECTION 18.4.     APPLICABILITY OF ARTICLE.

         Notwithstanding anything in this Indenture to the contrary, the
provisions of this Article XVIII only shall apply to Debt Securities of any
series to which this Article expressly is made applicable, as specified pursuant
to Section 3.1 for any such series of Debt Securities).


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                                  ARTICLE XIX.

                         RIGHT OF DIRECT ACTION; SETOFF


         SECTION 19.1.     ACKNOWLEDGEMENT OF RIGHTS; RIGHT OF SETOFF.

         (a) The Company acknowledges that, with respect to any Debt Securities
held as the assets of the applicable RGA Capital Trust or a trustee of such an
RGA Capital Trust, if the Property Trustee fails to enforce its rights under
this Indenture as the holder of the Debt Securities of any series held as the
assets of such an RGA Capital Trust, any holder of Preferred Securities of such
RGA Capital Trust may institute legal proceedings directly against the Company
to enforce such Property Trustee's rights under this Indenture without first
instituting any legal proceedings against such Property Trustee or any other
person or entity. Notwithstanding the foregoing, and notwithstanding the
provisions of Section 5.7, if an Event of Default has occurred and is continuing
and such event is attributable to the failure of the Company to pay principal of
(and premium, if any) or interest on the Debt Securities of any series at the
Stated Maturity (or in the case of redemption, on the Redemption Date, or if the
redemption is a Special Redemption, on the date of redemption), the Company
acknowledges that a holder of Preferred Securities may directly institute a
proceeding for enforcement of payment to such Holder of the principal of (or
premium, if any) or interest on the Debt Securities of such series having a
principal amount equal to the aggregate liquidation amount of the Preferred
Securities of such holder on or after the respective due date specified in the
Debentures of such series.

         (b) Notwithstanding anything to the contrary contained in this
Indenture, the Company shall have the right to setoff any payment it is
otherwise required to make hereunder in respect of any Trust Securities to the
extent that the Company has previously made, or is concurrently making, a
payment to the holder of such Trust Securities under the Preferred Securities
Guarantee or in connection with a proceeding for enforcement of payment of the
principal of (or premium, if any) or interest on the Debt Securities of any
series directly brought by holders of any Trust Securities related to such
series.

         (c) For so long as any of the Preferred Securities remain Outstanding,
if, upon an Event of Default with respect to a particular series of Debt
Securities, the Property Trustee fails or the Holders of not less than 25% in
aggregate principal amount of such outstanding Debt Securities of such series
fail to declare the principal of all of such Debt Securities to be immediately
due and payable, the Holders of at least 25% in aggregate liquidation amount of
the Preferred Securities then Outstanding and affected thereby shall have the
right to declare the principal of all of the Debt Securities of such series to
be immediately due and payable by a notice in writing to the Company, as
depositor and the Property Trustee; and upon any such declaration such principal
amount of and the accrued interest on, and any premium due, on all of the Debt
Securities of such series shall become immediately due and payable, provided
that the payment of principal of (and premium, if any) and interest on such Debt
Securities shall remain subordinated to the extent provided in this Indenture.




                                      106
<PAGE>   114


         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 instrument.

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

                                            REINSURANCE GROUP OF AMERICA,
                                            INCORPORATED


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


Attest:

------------------------
Title:


Seal
                                            THE BANK OF NEW YORK
                                            as Trustee

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

Attest:

------------------------
Title:

Seal




<PAGE>   115


STATE OF                            )
                                    )  ss.:
COUNTY OF                           )


         On the     day of                , 200 , before me personally came
       , to me known, who, being by me duly sworn, did depose and say that he or
she resides at                                 ; that he or she is
                         of Reinsurance Group of America, Incorporated, one of
the corporations described in and which executed the foregoing instrument; that
he or she knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that he or she signed his or her
name thereto by like authority.


                                            -----------------------------
                                                    Notary Public



SEAL



STATE OF                            )
                                    )  ss.:
COUNTY OF                           )


         On the     day of                 , 200 , before me personally came
                           to me known, who, being by me duly sworn, did depose
and say that he or she resides at                              ; that he or she
is                         of The Bank of New York, one of the corporations
described in and which executed the foregoing instrument; that he or she knows
the seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors of
said corporation, and that he or she signed his or her name thereto by like
authority.




                                            -----------------------------
                                                     Notary Public



SEAL




                                       2

<PAGE>   116



           Reconciliation and tie between Trust Indenture Act of 1939
                    and Indenture, dated as of        , 200

Trust Indenture Act Section                                 Indenture Section
---------------------------                                 -----------------
ss.310     (a)(1)                                           6.9
           (a)(2)                                           6.9
           (a)(3)                                           Not Applicable
           (a)(4)                                           Not Applicable
           (a)(5)                                           6.9
           (b)                                              6.8, 6.10
           (c)                                              Not Applicable
ss.311     (a)                                              6.13(a)
           (b)                                              6.13(b)
           (c)                                              Not Applicable
ss.312     (a)                                              7.1, 7.2(a)
           (b)                                              7.2(b)
           (c)                                              7.2(c)
ss.313     (a)                                              7.3(a)
           (b)                                              7.3(b)
           (c)                                              7.3(a),
                                                            7.3(c)
           (d)                                              7.3(d)
ss.314     (a)                                              7.4, 12.2
           (b)                                              Not Applicable
           (c)(1)                                           1.2
           (c)(2)                                           1.2
           (c)(3)                                           Not Applicable
           (d)                                              Not Applicable
           (e)                                              1.2
ss.315     (a)                                              6.1(a), 6.1(c)
           (b)                                              6.2, 7.3(a)(7)
           (c)                                              6.1(b)
           (d)(1)                                           6.1(a)
           (d)(2)                                           6.1(c)(2)
           (d)(3)                                           6.1(c)(3)
           (e)                                              5.14
ss.316     (a)(1)(A)                                        5.2, 5.12
           (a)(1)(B)                                        5.13
           (a)(2)                                           Not Applicable
           (b)                                              5.8
           (c)                                              Not Applicable

ss.317     (a)(1)                                           5.3
           (a)(2)                                           5.4
           (b)                                              12.4
ss.318                                                      1.6

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


                                       3